Crafting Purchasing & Supply Contracts

An Elective Session of the Supply Chain and Logistics Management Certificate Program

Next Scheduled Sessions:    

September 15 - 16, 2015

About This Program
Are you concerned that your solicitations or current purchasing contracts will subject you to undue risk? Do you have trouble understanding all the terminology you encounter on some procurement contracts? Do you grow suspicious when a supplier or seller insists that certain clauses be included in your contract? How do you know what type of contract to use in a given situation? Does the term "fine print" send you into a mild state of panic? How can you reduce the stress of dealing with global agreements in a variety of countries? Do you dread the thought of constructing a Statement of Work or specifications?

If you are thinking about questions like these, chances are you are not alone. All too often, buyers and procurement specialists rely on a lot of luck and wishful thinking to carry them through the maneuvering of writing a contract. For some, it is difficult knowing just where to begin. For others, the challenge lies in making sure their contracts are comprehensive, accurate, and legally effective.

Who Should Attend
Purchasing, procurement, contracts and buying professionals who are involved with the purchasing of goods and/or services and who have the desire to understand the impact of the subject matter on the contract and when different clauses should or should not be used. Professionals who are determined to understand proper contract clauses and provisions that they use or should use in protecting or enhancing their organization’s interests in the purchase of goods and services.

Crafting Purchasing & Supply Contracts is indeed a "practicum" which can not only help you generate the kinds of contracts you need for a variety of situations but also help you scrutinize those contracts that come to you from other sources. Through lecture and discussion, you will get detailed explanations and illustrations involving the use of contract clauses in such a way that you will be able to apply your new-found knowledge to your own contractual environment.

You will learn, for example, that virtually all "rules" can be varied by agreement – you can have any contract you can negotiate – since the "law" does not tell you what the contract must say. You will also see how problems arise because the buyer and seller themselves have not said what the contract should be (or have not provided enough detail). Furthermore, you will understand that contracts include not only what you write, but what you do: Contracts simply go beyond the mere words on the paper – they may depend on factors involving how the parties have dealt with one another in the past, such as "course of performance," "usage of trade," or the "course of dealing." All participants are encouraged to bring their respective terms and conditions to the workshop. Since this is a practicum, registration will be limited – so please REGISTER EARLY! Crafting Purchasing & Supply Contracts is one experience you can’t afford to miss.

Attend CRAFTING PURCHASING & SUPPLY CONTRACTS, and learn to:

1. Read and understand more than 25 clauses and provisions.
2. Read and understand applicable laws that pertain to the contracting process.
3. Employ the right contract – based on its purpose – the right way.
4. Identify the essential contents of a contract and understand their criticality.
5. Establish and draft adequate specifications, requirements, and SOWs.
6. Learn the development and use of RFXs, such as RFIs, RFQs, RFBs, RFPs and tenders.
7. Know what it takes to draft and write a Statement of Work (SOW) through practical application.
8. Distinguish among the 3 types of warranties and understand the purpose and applicability of each.
9. Recognize warranty exclusionary and/or limiting language and disclaimer statements, and know how to protect against them.
10. Treat risk of loss and title terms – independent of shipping terms under differing contract situations – to represent your organization’s best interests.
11. Frame a contract and minimum essential terms and conditions, and become familiar with contract terminology and its meaning.
12. Name the contract types and understand their applicability, usage, and appropriateness under given contractual situations.
13. Know when to use various specialized purchase instruments as alternatives to the traditional purchase order.
14. Recognize situations where other than fixed price contracts apply, and identify which contracts to use to reduce potential costs.
15. Maximize the use of 12 key contract provisions, and receive a Sample Global Purchasing Terms & Conditions form that can protect your company’s interest.
16. Determine whether you need the protection of a Service Level Agreement (SLA).
17. Understand how to structure fixed price and cost type contracts.
18. Discover how to write a contract’s key legal provisions, such as risk of loss, indemnities, and limits of liability.
19. Ascertain how to write a contract’s key commercial provisions and key technical provisions.
20. And much, much more!

The Program Outline

1. Contracts: Purpose, Applicable Law, & Terminology Introduction & Overview. Purposes of Contracts. Laws Applicable to Contracts. Contract Terminology.

2. Contract Form & Interpretation Contract Formation & Problems. Contract Formation & Offers. Contract Formation & Acceptance. RFXs & Solicitations.
How Contracts Are Formed. Form & Interpretation of Contracts.

3. Warranties: A Salient Feature of Contracts
Definition & Types of Warranties. CISG & Warranties. Express Warranties. Implied Warranties. Exclusion or Limitation of Warranties. Risk of Loss.

4. Statement of Work (SOW)
The Statement of Work. Guide to Preparing a Statement of Work. SOW & Work Requirements. Specifications & Requirements. Planning & Writing Specifications & Requirements. Structuring Service Level Agreements (SLAs).
Performance Baselines & Metrics.

5. Parts of a Contract
Preamble. Body of Contract. Contract Clauses & Miscellaneous Provisions. International Issues & CISG. Twelve Provisions to Include in Purchase Contracts. Global Purchasing Terms & Conditions – Sample.

6. Contract Writing: High Risk Terms & Conditions Introduction & Overview. Liquidated Damages Clause & Provisions. Limitation of Liability Clause & Provisions. Payment Clause & Provisions. Warranty Clause & Provisions. Changes Clause & Provisions. Transportation, Risk of Loss,Title, & Acceptance. Governing Law Clauses & Provisions. Force Majeure Clauses. Confidentiality & Non-Disclosure.
Termination Clauses & Provisions.

7. Contract Writing—Special Clauses & Provisions
Why So Many Clauses? Assignment & Subcontracting. Entire Agreement. Evergreen or Automatic Renewal. Order of Precedence. Non-Waiver Language. Proprietary Rights. Severability or Savings. Subrogation. Survival. Merger.
Third Party Beneficiaries Rights.

8. Contract Types & Specialized Purchase Instruments
Fixed Price Type Contracts & Comparative Analysis. Cost Type Contracts & Comparative Analysis. Basic Ordering Agreement. Blanket Agreement. Blanket FAX-EC Trading Partner. Blanket Purchase Order & Release. Blanket Purchase Agreement (BPA). Consignment VMI. Agreement. EDI Agreement. E-Auction Agreement. Letter of Intent. Memorandum of Understanding (MOU). Option Agreement.