How Vendors Avoid Liability for Their Suppliers' Products

Customers want the vendor to stand behind their products, including all the parts of it that originated with someone else. But some vendors are not in a position to take that liability on. They use the contract to deflect some of that responsibility. This approach is frequently used by vendors that sell complex systems.

Here are six drafting techniques vendors use to do that:

1. Offer only a pass-through warranty from the original supplier
2. Obtain an indemnification from the manufacturer for any claims relating to the manufacturer's product
3. Limit the warranty and other obligations to only its own portion of the product
4. Disclaim liability for any third party products provided
5. Limit its technical support to only its portion of the goods, directing the customer to contact the original manufacturer for any problems with that component.
6. Add to the warranty disclaimer language clarifying that the vendor does not offer any implied warranties for the third-party product.