mallonbuilding.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

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

Archive