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Use of Terms and Conditions in Purchase Agreements - Webinar (Recorded)

  • Webinar

  • December 2023
  • Lorman Business Center, Inc.
  • ID: 5901197

Learn how to avoid potential contract minefields that can result in unwanted supply chain disruption, time-consuming disputes, and claims for damages.

Smart drafting of Terms & Conditions for use with purchase agreements is paramount for any professional involved in drafting, interpreting, or implementing such agreements. Terms & Conditions appear in many everyday commercial agreements that control purchasing contracts, including supply agreements, quotations, and purchase orders. Whether the agreement is for the purchase of goods or services, the controlling Terms & Conditions will dictate many of the key contractual provisions among the parties to the contract. This webinar is designed to guide the professional through the potential minefields that can result in unwanted supply chain disruption, time-consuming disputes, and even claims for damages. Well-drafted, tailored Terms & Conditions can help avoid those distractions, allow contracting parties to spend time on the important things, and stay focused on growing their businesses.

Learning Objectives

  • You will be able to discuss the necessity for and timing of implementing Terms & Conditions in business agreements.
  • You will be able to evaluate warranty terms, provisions for rejection, default, and damages, including the implementation of liquidated damages when necessary.
  • You will be able to examine the importance of arbitration clauses and their impact on business contracts.
  • You will be able to assess the significance of selecting the appropriate jurisdiction and applicable state, federal, or international laws for enforcing business contracts.

Agenda

What Are We Talking About?
  • Why and When Do We Need Terms and Conditions?
  • It’s All Boilerplate Anyway
  • Whose Draft Do We Use?
  • Tailoring From the Proper Perspective and for the Deal
  • Which Parties Are Bound by the Terms and Conditions?
  • The Process
  • Hardcopy Contract With Terms and Conditions vs. Online
    • Hybrid Versions
  • Integrating Your Terms and Conditions With the Applicable Transaction Documents
    • By Reference
    • Avoiding the Battle of the Forms
  • Coordinating With Your Team
    • Legal, Purchasing, Tax, Accounting/Finance
Specific Key Terms and Conditions to Be Negotiated
  • The Deliverable(S)
  • Pricing
  • Payment
  • Shipping and Delivery
    • Applicability of Incoterms
  • Warranty
  • Rejection
  • Default and Damages
  • Limitation of Liability
    • Liquidated Damages
  • Remedies and Indemnification
  • Term and Termination
  • Intellectual Property Rights
  • Confidentiality and Data Breach
  • Force Majeure
  • Assignment and Delegation (Subcontracting)
  • Arbitration
How Do I Know If It’s Enforceable?
  • Do We in Fact Have an Enforceable Contract That Incorporates the Terms and Conditions?
  • Do the Terms and Conditions Need to Be Signed?
  • Modifying (and Not Modifying) the Terms and Conditions
  • Choice of Jurisdiction
  • State Law
    • Uniform Commercial Code
  • Federal Law
  • International Law
    • The U.N. Convention on Contracts for the International Sale of Goods

Speakers

  • Kevin M. DiDio
  • Kevin M. DiDio,
    Barnes & Thornburg LLP


    • Partner in the office of Barnes & Thornburg LLP
    • Advises on corporate matters and transactions including mergers and acquisitions, joint ventures, and strategic alliances
    • Provides counsel in highly technical and regulated industries including automotive and manufacturing, healthcare, life sciences, investment banking, and financial services
    • Author of several publications related to the areas of your practice area
    • J.D. degree, Michigan State University College of Law; B.A. degree in Economics, University of Michigan
    • Member of various committees including State Bar of Michigan Business Law Section Corporate Laws, American Bar Association Business Law Section Mergers and Acquisitions

Who Should Attend

This live webinar is designed for attorneys, purchasing managers, presidents, vice presidents, material managers, contract administrators, senior buyers, directors, controllers, and accountants.