Distribution & Supply Chain

We help both buyers and sellers negotiate and document terms for the purchase and sale of products, services, and technology. We advise manufacturers and suppliers on their relationships with dealers and distributors of their products. We help franchisors, dealers, distributors and retailers organize their supply chains for critical goods and services.

Our services include:

Contracts. We write vendor and purchaser contracts, including appropriate cross-border provisions if applicable.

Antitrust counseling. We advise on pricing, customer, and territorial practices that risk violating competition laws.

Payment mechanisms.  We help clients choose and enforce mechanisms to get paid on time, including letters of credit.

Commercial standards.  We guide clients through Uniform Commercial Code and warranty issues

Sales channels. We craft commissioned agency and sales representative arrangements and help with e-commerce platforms.

Cross-border issues. We handle arrangements between U.S. clients and foreign suppliers involving INCOTERMS and the United Nations Convention on the International Sale of Goods.

Disputes and contract termination. We assess problems in supply chain relationships and, when necessary, strategize on ending them.  We help suppliers comply with termination statutes and avoid inadvertent “franchise” and “business opportunity” relationships.

Product warranties and customer contracts. We help clients draft model customer contracts for their franchisees to use. We’ve also written warranties to comply with the federal law on consumer product warranties.

Approved supplier programs. As part of our Franchising practice, we help franchisors structure approved supplier and authorized distributor programs to achieve volume purchasing for the franchise network. We lay the foundation for these supply chain programs by building appropriate rights into the franchise agreement.