civiccenter.jpg

The T’s & C’s of a Well Drafted P.O.

Feb 18, 2014

 

The T’s & C’s of a Well Drafted P.O. 

By:  Craig Watrous

          Companies often use very simple purchase order forms without considering the missed opportunity of including important contractual terms.  Both buyers and sellers should use detailed purchase orders containing the specific contractual language necessary to protect their interests and accurately reflect the sale/purchase they are making.  Many times a company’s standard purchase order forms are missing key “T’s and C’s”, terms and conditions.  Using a purchase order form without well thought out terms and conditions can result in serious consequences if a dispute arises.  Below is a sample of some elements that should be included in a well drafted P.O. 

 1.       Parties (include not only the seller and buyer but also the address and contact information for each party.  It’s also good practice to include the name(s) of the employees authorized to make, accept, and revise purchase orders on behalf of the company)

 2.       Description of Products  (be as detailed as possible, keeping in mind that doing so may create potential express warranties)

 3.       Price 

 4.       Quantity

 5.       Place of Delivery

 6.       Time for Delivery

 7.       Risk of Loss and Insurance

 8.       Payment Terms

 9.       Time for Inspection of the Goods

 10.     Late Payment Terms: (Include: interest, attorney fees & costs)

 11.     Jurisdiction/Choice of Law: (This is important in the event of disputes)

 12.     Representations and Warranties: (What is being warranted and what is being disclaimed? I.e. Title; Patent Infringement; Quality/Express Warranties; Implied Warranties: Merchantability and Fitness for a Particular Purpose?)

 13.     Limitations of Liability (Examples: no consequential damages,  no incidental damages, actual damages, limit damages to repair or replace at seller’s discretion)

 14.     Merger Clause (I.e. this represents the entire agreement between parties, no other contemporaneous agreements between parties exist, and this P.O. is intended to supersede all prior negotiations between the parties)

 15.     Dispute Resolution (Arbitration or Courts? Mandatory mediation? Jurisdiction, choice of law?)

 16.     Acceptance  (Including an acceptance clause is an excellent way to preemptively avoid/prepare for a potential battle of the forms)

 

Mallon & Lonnquist, LLC, is a business, finance, real estate, and litigation law firm, based in Denver, Colorado. Mallon & Lonnquist regularly represents manufacturers, wholesalers, distributors, purchasers, and sellers in both transactions and disputes. Craig T. Watrous can be reached at cwatrous@mallon-lonnquist.com.



Category: M&L Legal Posts

Category List


Tag List

Denver Business Journal (2)
Real Estate (4)
Colorado Enforcement of Non-Compete (2)
Labor (3)
Colorado Retail Leasing (1)
Litigation (15)
Denver Colorado Business Attorney (9)
Our Courts Colorado (1)
Certifiably Green Denver (1)
attorney-client privilege (2)
Commercial Property (1)
Colorado Foundation for Water Education (1)
(33)
Mergers & Acquisitions (5)
Colorado business disputes (1)
Construction Bond Claims (2)
courts (1)
St. Anthony, Minnesota (1)
Construction Contracts (5)
LLC Law (2)
Colorado Business (56)
Reed Morris (1)
Spanish Legal Services (7)
Colorado Judicial Institute (1)
Master Services Agreement (2)
Non-Compete (2)
Denver arbitration (1)
Data Breach (2)
Co-Ownership Agreement (1)
Non-Compete, Colorado non-compete restrictions, enforcing non-compete, protecting Colorado business (1)
Spanish Speaking Lawyers Committee (1)
American Bar Association (2)
Research (1)
Lease Negotiations (1)
Resolving Business Disputes (1)
Colorado at-will employment (1)
Finance Law (2)
cause for termination (1)
Non-Solicitiation (1)
Arbitration (2)
Colorado Courts (1)
Non-Competition Agreements (12)
Colorado Real Estate (11)
Commercial Real Estate (2)
Denver Real Estate (1)
Business Contracts (1)
Enforcing Non-Solicitation Agreement (1)
Colorado Spanish Legal Services (1)
indemnifications (2)
Denver Sustainable Law Firm (1)
Non-Solicitation (1)
Cherry Creek Chamber of Commerce (1)
ABA (1)
Overtime Wages (2)
Trade Secrets (6)
Community (29)
Employment (3)
CO Ski and Snowboard Gear Recall (1)
Denver Broncos (1)
Skiing Gear (1)
Corporate Law (8)
CO Business Non-Solicitation Restrictions (1)
Colorado Employment (20)
ABA Article (1)
Employment Law (1)
Leases (4)
Denver Business Law (1)
Spanish Business Law (9)
Data Breach Settlement (1)
Property Surveys (1)
Helmet Recall (1)
Ethics (1)
cyber security (3)
Colorado Wrongful Death (1)
Colorado attorney mentor (1)
Colorado LLC (1)
Panelist (1)
Colorado Construction (1)
Credit Card Data (1)
CO Attorney Mentoring Program (1)
Construction (6)
Wrongful Death Settlement (1)
Non-Disclosure (1)
Mechanic's Liens (1)
subcontractor negotiations (2)
Colorado Hispanic Bar Association (1)
Real Estate Law Firm (3)
Colorado Lis Pendens (1)
Snowboard Gear (1)
Alternative Dispute Resolution (5)

Archive