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PLAYBOOK TEMPLATES

Purchasing Terms and Conditions

Purchasing Terms and Conditions outline the baseline commercial and legal framework for buyers when acquiring goods or services. This playbook guides you through essential clauses like payment, delivery, and liability, ensuring consistent protection across suppliers.

Representations and Warranties

Why This Matters: Accurate representations and warranties provide confidence in performance and protect parties from misrepresentations.

Negotiation strategy

If you're the Buyer:

Ensure that representations cover all critical aspects of the transaction. Negotiate for a reasonable warranty period and clear remedies for breaches.

If you're the Supplier:

Limit representations to essential matters only. Seek to include disclaimers for implied warranties and negotiate favorable terms for breach remedies.

Essential elements

1

Authority Representation

Confirms power and authorization.
2

Compliance with Laws

Includes all relevant regulations.
3

Material Facts

Covers necessary disclosures.

Action framework

ACCEPT

Propose edits if representations are too broad or lack clarity.

EDIT

Reject if representations impose unreasonable liability.

ADD

Add if key assurances are missing or unclear.

PRO TIP

Always verify the accuracy of representations to avoid future disputes.

Example clauses

FAVORABLE

Comprehensive Authority Clause

"Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or organizational action."
NEUTRAL

Standard Compliance Clause

"Each party represents and warrants that it is in compliance with all applicable laws, regulations, and ordinances relevant to the performance of its obligations under this Agreement."
UNFAVORABLE

Overly Broad Representations

"Each party represents and warrants all information provided is true, without any limitation or disclaimer."

Fallbacks

High-Risk Projects

In high-risk projects, ensure representations are detailed and include specific risk mitigation measures.

Cross-Border Transactions

Include jurisdiction-specific compliance clauses to address international legal requirements.

Start-Up Acquisitions

Focus on representations related to intellectual property and financial stability.
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