Learn How to Draft and Negotiate Goods Contracts

In this new course, Laura Frederick will walk you through the essential legal and commercial issues unique to goods contracts. You'll learn her approach to navigating the key frameworks, provisions, and risk allocation strategies that matter most in goods transactions. You'll also gain practical strategies for drafting and negotiating goods contracts that work in the real world.

Write your awesome label here.

Learn why goods contracts are fundamentally different from other commercial agreements, including strict product liability, subcontractor risk, and key selling arrangements. Explore the types of goods and the range of parties involved in the stream of commerce.

Dive into how UCC Article 2 governs goods contracts, fills gaps when contracts are silent, and provides uniformity across all 50 states. Learn about the CISG, when it applies to cross-border deals, and why practitioners routinely exclude it.

Explore how defining "goods" as written, delivered, or both affects your warranty and indemnification coverage. Learn how to draft precise specifications and structure acceptance criteria to protect your client.

Understand the buyer's and seller's obligations to purchase and sell, and why these provisions are often overlooked. Learn how binding forecasts, minimum commitments, lead times, and NRE costs shape your negotiation.

Navigate Incoterms and how they allocate shipping risk and logistics responsibilities. Learn about delivery date definitions and the strategic difference between rejecting goods and accepting them before filing a warranty claim.

Understand why risk of loss belongs in your Incoterm and nowhere else. Learn the UCC rule that title cannot pass after delivery, and how perfected security interests and PMSI affect your rights.

Learn the difference between warranties and covenants and why it matters for your remedies. Explore express and implied warranties, pass-through structures, remedy negotiation, and how warranty start dates affect your coverage.

Review the highest-impact sources of disputes in goods contracts, including recalls and epidemic failures. Learn how to negotiate indemnification scope, liability caps, and exclusions for goods-related risks.