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PLAYBOOK TEMPLATES

Sales Agreement (Goods Supply Contract)

A Sales Agreement establishes the legal framework for the sale and supply of goods between parties, setting terms for pricing, delivery, and risk transfer. This playbook examines key negotiation points including warranties, payment terms, and remedies for breach.

Warranties and Representations

Why This Matters: Overbroad warranties increase risk of breach claims and potential damages from unverified assurances.

Negotiation strategy

If you're the Company:

Negotiate to limit warranties to those expressly stated and ensure they are backed by evidence. Focus on securing commitments that mitigate exposure to indirect damages.

If you're the Sales Agent:

Ensure warranties are comprehensive but not overly broad. Advocate for clear limitations on liability and duration to protect against excessive claims.

Essential elements

1

Authority Assurance

Power to execute agreement.
2

Compliance Assurance

Adherence to laws and regulations.
3

Performance Assurance

Timely and professional execution.

Action framework

ACCEPT

Propose edits when warranties are too broad or lack necessary limitations.

EDIT

Reject if warranties expose parties to excessive liability without clear limitations.

ADD

Add language to specify duration and limit scope of warranties.

PRO TIP

Always include limitation language to restrict warranties to those expressly stated in the agreement.

Real-world examples

FAVORABLE

Authority Warranty

"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 has been duly authorized by all necessary corporate action."
NEUTRAL

Standard Compliance Clause

"Each party shall comply with applicable laws in the performance of its obligations."
UNFAVORABLE

Overbroad Warranty

"Each party warrants all aspects of performance without limitation."

Alternative scenarios & positions

High-Risk Projects

In high-risk projects, warranties should be more stringent, with additional compliance checks and extended durations to cover potential liabilities.

Consumer Contracts

Consumer contracts may require specific warranties under local laws, necessitating adjustments to standard clauses to ensure compliance.

International Agreements

International agreements may involve varying legal standards, requiring tailored warranties to address jurisdictional differences.

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WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
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