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.
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Why Lorman?
Over 38 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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
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Why Lorman?
Over 38 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on December 14, 2023.
Call 1-866-352-9540 for further credit information.
- CPIM/CFPIM/CSCP 1.0
- This program may qualify for 1.0 certification maintenance points toward the CSCP, CPIM and CLTD designations through The Association for Operations Management.
- AK CLE 1.0
- Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.0
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.0 hours credit.
- AR CLE 1.0
- This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.0
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- GA CLE 1.0
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours.
- HI CLE 1.0
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
- MO CLE 1.3
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.0
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hours of CLE credit.
- NH MCLE 1.0
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 59 Minutes.
- NM CLE 1.0
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hours of credit.
- NV CLE 1.0
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
- PA CLE 1.0
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
- VA CLE 1.0
- This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.0 CLE credit hours.
- VT CLE 1.0
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WV MCLE 1.3
- This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hours.
- ISM 1.0
- Participants who successfully complete this program will receive 1.0 hours of continuing education. They may be applied toward ISM CPSM, CPSD or C.P.M. recertification. ISM's consent to approve hours for this educational event is not an endorsement of this program or its content by ISM.
- NALA 1.0
- This program is applicable for continuing legal assistant education credit. Please check with your accrediting board to see if this course will qualify towards your recertification requirements.
Program Length: 1.0 hour(s).
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.
This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 38 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
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
- Can be contacted at [email protected] or 734-489-8025
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Why Lorman?
Over 38 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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