UNDERSTANDING & NEGOTIATING SALES CONTRACTS

This 1- DAY SEMINAR GIVES YOU:

• LEVERAGE TO NEGOTIATE & WRITE A CONTRACT TO YOUR ADVANTAGE
• SKILL TO MAXIMIZE YOUR PROFIT & MINIMIZE YOUR RISK
• ABILITY TO MOVE THROUGH LEGAL APPROVAL QUICKLY
• ABILITY TO READ A BUYER’S CONTRACT & SEE WHERE THE DANGERS LIE
• A MANUAL ON "UNDERSTANDING SALES LAW" INCLUDING:
  • SAMPLE SELLERS’ CONTRACTS, FORMS & LETTERS FOR FUTURE USE
  • BUYERS’ CONTRACTS & EXPLANATIONS OF WHAT THEY REALLY MEAN
  • AN IN-DEPTH COMPARISON OF BUYERS’ & SELLERS’ TERMS

GET THE RIGHT ANSWERS TO YOUR LEGAL QUESTIONS IN PLAIN ENGLISH!

• WHAT IS AN “INDEMNITY CLAUSE?”
• WHAT DOES “TIME IS OF THE ESSENCE” REALLY MEAN?
• WHAT IS AN “IMPLIED WARRANTY” AND WHY SHOULD I DISCLAIM IT?
• HOW DO I AVOID PAYING “CONSEQUENTIAL DAMAGES?”
• CAN MY OVER-SELLING CREATE A LEGAL PROBLEM FOR MY COMPANY?

SEMINAR CURRICULUM:Lecture & Class Participation which de-mystifies the “legal mumbo jumbo” of contracts. We compare actual Buyer versus Seller contracts. This is not a lecture- only seminar. It is a full day of participation exercises in workshop format.

1. Introduction to Contract and Business Law Terminology.
   Definition of key terms and practical examples.
   Consequential & Incidental Damages; Indemnity; Limitation of Liabilities.
2. Learn the “art” of reading a contract and how to identify the Major Issues
   Class Exercise reading actual Seller and Buyer Contracts
3. Discussion of the 3 most Contentious Contract Clauses and how to work with your customers and the lawyers in resolving them:
   
   • Damages and Limitations
   • Warranties
   • Indemnity
4. General Overview of the Major Areas within every Contract:
   Financial Terms; Description of Goods/Services; Delivery and Performance; Warranties; Termination; Risk Allocation.
5. Analysis of the Critical Issues from the Seller’s Perspective:
   Customer Cancellations; Defective Product/ Quality; Warranties and Disclaimers; Blanket Orders; “Time is of the Essence”;  Liability.
6. Analysis of Your Company’s Sales Terms and Conditions with Your Customers’ proposed Contracts.
   Overall Purpose: Deal with “real world” customer contracts and learn how to negotiate them.
7. The Importance of the Addendum:
   How to modify a contract to incorporate Ts & Cs favorable to Your Company.

YOUR INSTRUCTOR:

Leslie Marell developed and presents to purchasing professionals throughout the country two popular seminars: The Legal Aspects of Purchasing and Contracts: Reading, Writing & Negotiating. Leslie presents them in affiliation with Nahabit & Associates, Inc. For more information about these seminars, including cities and dates scheduled, please visit http://www.nahabit.com/

 
Curriculum for Legal Aspects of Purchasing

Creating A Binding Contract
Important elements of a Contract.
Oral vs. written Contracts.
The Battle of the Forms.
Differences between Contracts for services and goods.

The Uniform Commercial Code
Article 2: SALE OF GOODS
Buyer’s & Seller’s rights and obligations under the Code.
Relationship of UCC to General Contract Law.
Remedies at Law vs. Remedies in Contract

Terms and Conditions In Contracts for Goods & Services
Express and Implied Warranties
Importance of Course of Conduct and Industry Standards.
F.O.B and Risk of Loss.
Acceptance
Termination

Buyer’s Rights Before Seller’s Performance is Due
Buyer’s rights and remedies.
Cover, Offset and Specific Performance.

Buyer’s Rights upon Delivery
Your rights of Inspection and Rejection.
The significance of Acceptance.
How to revoke your Acceptance after it is given.

Seller’s Legal Excuses From Performance
Commercial Impracticability and Force Majeure.
Limiting Seller’s wrongful use of these excuses.

Damages Buyer is Entitled to when Seller has Breached
Understand Compensatory, Incidental and Consequential Damages.
Disclaimers of Damages by Seller.

The Buyer as an Agent
Understanding your authority as an agent.
Dealing with "back door selling."
 

Curriculum for Contracts: Reading, Writing & Negotiating

Fundamentals of Writing a Contract
Taking the fear out of writing a contract.
Guidleines for Drafting the contract.

Essentials of Reading and Understanding a Contract
Identify the significant areas common to every contract.
Learn to evaluate and negotiate contract clauses.
Examples of important clauses from each area and what they mean.
Sample clauses written from Buyer’s perspective.
Sample clauses written from Seller’s perspective.

Writing Terms and Conditions
Receive sample contracts for purchase of goods, services, maintenance, software, consulting, non-disclosure and others.
Learn how to draft clauses to the Buyer’s best advantage.
Clear-cut clauses for: statement of work, warranties, breach, termination, damages, indemnification, insurance and boilerplate.

How to Amend Contracts
Receive an example of a contract amendment.

Building and Using Contract Form Files
Learn how to use checklists and forms provided.
The importance of not re-inventing the wheel.

Class Workshops: Hands-on Experience In Writing The Contract
Read and critique a Seller’s contract.
Learn to re-write Seller’s contracts.
Create a contract by using the contract checklist and forms.

Techniques of Effective Negotiating
Approaching the Negotiation.
Establishing objectives.
Taking control of drafting the contract