The research 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

Contact our Member Engagement Team to receive this report.






Recommended Audience: Associates managing legal.

Phase 1 - 2010
Phase 2 - 2013

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


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: Archived webinars are available to NAED members through the NAED Learning Center.