• Tanya S Osensky

Purchase Order Trap

My client Dave has a big customer who places a weekly order with Dave by sending him a purchase order. Dave has been fulfilling these orders, which means that Dave has been consenting to all the terms and conditions in the purchase orders.


I drafted a supply agreement for Dave which provided for acceptable terms to both sides, and expressly superseded the terms in the customer’s purchase orders. In the new contract, Dave’s liability is capped at replacing the products or refunding the purchase price.


Their relationship is now more fair to both sides.


Purchase orders ARE contracts. Whoever drafts a contract writes it to benefit themselves. A buyer’s vision of a great deal is not the same as the seller’s.


It's OK to be leery of long contracts but they're important to review, because you'll want to be protected in case the other party disappoints.


Have you ever had a disagreement with a supplier before?

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