Philadelphia Law Firm, Egbert and Barnes, Release Their Advice for Small Businesses

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Renowned Philadelphia Lawyers James Egbert and Thomas Barnes Release Their Tips for Small Business Owners and Contracts

Owning a business can be tricky, especially if it's a small business. The Philadelphia law firm of Egbert and Barnes have put together a check list for red-lining or editing a contract for small business owners.

  •     When responding to a written request for a proposal, leave yourself wiggle room to negotiate terms.
  •     Try to “dicker” for as many terms as you can. Boilerplate language in forms can bind you to terms you may not be able to live with, like a short warranty period.
  •     Unless you are prepared to commit to all the terms you quote without some adjustment, avoid giving a price quote with language that gives the customer the power to accept an offer and to create a contract. For example, a price quote with the phrase “for immediate acceptance” means the customer can hold you to the quoted price just by saying they will order x number of units.
  •     With contracts for goods which have to be shipped, be careful about the risk of loss. Unless you agree otherwise, it usually it passes to the buyer when the seller delivers them to a shipper. Have plenty of insurance to cover yourself.
  •     Offers without an expiration dates can lead to confusion if they are allowed to get stale. If circumstances change and the customer accepts a stale offer, you might be bound to it.
  •     When stating a time limit for accepting an offer, be clear as to the number of days and when to start counting; e.g., when dropped in the mailbox. If email is used, you may want to think about whether the offer ends at the close of business or at midnight.
  •     Integration clauses: most written contracts do not permit their terms to be altered or explained by prior or contemporaneous oral agreements. The Uniform Commercial Code for the sales of goods, however, does allow evidence of performance or usage of trade to explain terms.

Remember, this is not offered as legal advice, so please consult counsel whenever in doubt.

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Jamie Joffe

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