Terms & Conditions: Reading the Fine Print

The research below provides details on common legal provisions, negotiation tactics, and ways to effectively work with legal counsel.
Phase 2 (2013) Research

Focuses on additional T&C such as the "Innocent Seller" and "Knock Out" rule concerns, complete with a state-by-state listing of laws, including the following highlights:

  • Indemnification Provisions
  • "Knock-out" rule and the "Fall-out" Rule
  • Innocent Seller Concerns
  • Warranties and Remedies
  • Negotiation Tips


Phase 1 (2010) Research

Explores the more common troublesome provision and offers options for negotiating fair agreements, including the following highlights:

  • Basics of Liability and Negligence
  • Overview of the Uniform Commercial Code and the Basics of Contracts
  • Battle of the Forms
  • Pay When Paid/Pay If Paid
  • Retention, Warranties and Extended Warranties

Featured Video

This NAED Short examines the important clauses - "pay if paid" and "pay when paid" - and offers solutions to assure it doesn't affect your cash flow.

  Primary Subject Area:

  Legal Issues

   Phase 1 - 2010
   Phase 2 - 2013

   Prepared by:
   Phase 1 - Heinze Group, LLC
   Phase 2 - Carmody MacDonald

Related Research

Product Liability Exposure 
   This research povides in-depth recommendations relative to the risks distributors face and actions they need to take to limit their product liability exposure.
Terms and Conditions 
   This research provides companies with the tools to develop and examine the fine print of agreements to better protect themselves.

Learn More

Case Study
Download the Tale of TED Electrical Supply to evaluate a real-world scenario that could pose serious financial risk to the company and relevant questions to determine who will be held accountable. It includes background information and questions to ask your employees about the presented provisions.

NAED Shorts
Terms & Conditions: Warranties - Watch a short video that simplifies the daunting subject of warranties - under 3 minutes!
Terms & Conditions: Pay if Paid & Pay When Paid - Watch this short video to understand the importance of these terms.

Terms and Conditions Matrix
Download the Commercial Terms and Conditions Matrix to help better understand the legal meanings and potential risks such clauses can have on your business.
Watch a short video as a NAED member, David Maxwell with Graybar, explains the benefits of NAED's matrix tool.

Webinars: The following archived webinars are available to NAED members through the NAED Learning Center.
  • Highlights from Terms and Conditions: Reading the Fine Print, Phase 2 (original broadcast: October 2013)
  • Terms and Conditions to Non-Lawyers (original broadcast: June 2012)
  • Negotiating the Fine Print: How ConsensusDocs Can Help (original broadcast: May 2012)
  • Terms and Conditions: Reading the Fine Print (original broadcast: March 2012)

Download Whitepapers

Terms and Conditions: Reading the Fine Print Bundle
The Terms and Conditions bundle package includes two whitepapers highlights and explains the most commonly-found clauses and provisions found in agreements and contracts. Knowing how to protect yourself against liabilities can save you and your company plenty of heartache and money. Carefully worded contracts, purchase orders and other agreements can range from simple to complex - don't let it become too big of a burden! This whitepapers will help simplify the matter. (Published in 2010/2013)

Upon purchase of the report you will receive an email confirming your order, followed by an additional email with a link to the report.
Regular price: 149.00
Discounted member price: 0.00

The contents of Terms and Conditions web pages are designed to provide practice and useful information on the subject matter covered. The function of these materials is to serve as an educational and reference resource. They are provided with the understanding that neither the National Association of Electrical Distributors, Inc., the NAED Education & Research Foundation, Inc. nor any of their affiliates are engaged in rendering legal, accounting, risk management, insurance or other professional services. If legal advise or other expert or professional assistance is required, then the services of a competent professional should be sought.