It's Not Just Boilerplate

By Amy Demlow

May 19, 2017

Whether hiring a contractor for services or purchasing goods, it's important that you don't simply sign the contract presented to you with the attitude "it is just boilerplate."    Here are a few key provisions to carefully review:

Always pay close attention to the pricing and payment terms.  Be sure the contract outlines whether the price is firm or subject to change.  If it is variable, how long is a particular price valid for and does the price increase and/or decrease during the term of the contract (and/or during a renewal period)?  Make certain the terms address if the price includes freight, charges for packing, packaging, shipping, insurance, or taxes, etc.  Watch out for late fees and interest charged on unpaid amounts.   

Beware that some businesses will try to limit their liability to a certain dollar amount or replacement of the product.  Make sure you know the limitation of liability because it may not satisfactory if you are expecting a refund and the seller is only willing to replace the product.

Check to make sure you are receiving any warranties promised in the contract. While it may be customary to disclaim certain express and implied warranties, the nature of the service or goods being purchased may be one where there is an expectation of a certain standard of work or quality of good from the seller.   

When reviewing the controlling governing law and venue, be aware that the contract may subject you to a certain state’s laws or a specific court that is not convenient.  In fact, it could be in another state than where you are located.  Sometimes a contract will require a particular dispute resolution, for the parties to follow in the event of dispute.  While a mandatory arbitration clause may appear to be less confrontations, it may prohibit you from filing a lawsuit in your local court should the parties be unable to resolve the dispute and your rights to appeal may be more limited.

It is important to read and understand all contracts in full before signing.  In the event of a dispute, the written contract is key in determining each parties' rights.  Always seek legal advice if you have questions or concerns about the contract you are being asked to sign.

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