General Terms and Conditions of Sale in the United States - Warranties - Usage Instructions - Purchase Order [PO] 

The terms and conditions of sale in the United States govern the entire sales relationship between the seller and the buyer. In addition to being essential, they must be prepared with the specific situation of each company and the product or service to be marketed in America in mind.

The role of purchase orders, terms, and sales conditions in commercial transactions in America

Given the significant autonomy that the common law system grants private operators in commercial contracts in America, the use of general terms and conditions of sale is of such importance that it actually represents the main governance tool for the standards that regulate the sale of products with American customers. In light of this premise, the importance of careful pre-contractual evaluation of all possible eventualities and clauses applicable to the sales contract in America becomes clear.

 

Elements to consider when preparing sales conditions for the United States: The Purchase Order [PO]

The sales conditions [those commonly known in America as "Terms and Conditions"] are essentially an excerpt, a subset, or an integral part of the broader sales contract.

Typically, sales conditions are also affixed to Purchase Orders [those known in America as "Purchase Order"].  Purchase Orders are widely used in commercial transactions in America. These forms, for instance, are used during a trade show to draft an order. They contain all the information related to the goods being sold and are co-signed for acceptance by the customer.

All Purchase Orders ["PO" in jargon] contain on the reverse side the "Terms and Conditions" that is, the sales conditions that govern sales in the United States. The customer signs the Purchase Order twice: once to confirm the order and a second time to accept the sales conditions.

Purchase Order and Sales Conditions, combined, are essentially "THE" sales contract for the United States. Unless it's a significant order or a sale subject to negotiation, those who sell at a trade show or those who sell with agents and representatives in the United States use the combination of Purchase Order and Sales Conditions to finalize the sale and have a purchase order that also serves as a sales contract in America. In practice, the Purchase Order is a purchase order for standard sales, those that do not require the negotiation of specific sales terms and conditions.

 

It is crucial to carefully prepare both the Purchase Order and the sales conditions

How to prepare Sales Conditions for selling in America

If you have a network of agents and representatives in the United States, or a distributor, and they use their own Purchase Order with their sales conditions, you must absolutely request to see them before starting to place orders in America.

You need to ensure that especially the sales conditions are in agreement with what your product can do and what your company can promise. Here we talk about delivery dates, prices, warranties, shipping costs and delivery times, possibilities and conditions for returning goods. It is your responsibility to ensure that no feature of the product is presented that is not in agreement with what the product can actually do. If you sell medical equipment or medical devices, for example, you must ensure that your distributor representative or agent for the United States accurately represents the authorized use for these products.

 

What to include in the sales conditions for the United States

The elements to include in the terms and conditions of sale depend greatly on the specificity of each business and each product. Nonetheless, we can say that in general terms, these elements should appear:

• A clear description of the product or service for sale; 
• Payment terms and payment deadlines [if any];
• Product warranties; 
• Terms, deadlines, and delivery terms;
• Delivery costs; 
• Deadlines for reporting product defects;
• Specify exactly what happens if one of the parties does not pay or if one of the parties does not deliver the goods according to the sales order; 
• Possible contract cancellation clauses;
• The law governing the sale [there is a lot of freedom here. Generally, the law of the state where your American company was incorporated or the state where your distributor has its offices is used]
   

Tips for preparing effective sales terms and conditions for the United States

• Start with the commercial terms you usually offer your customers; 
• Think of all the possible scenarios that may arise in a sales situation;
• Throughout the process, refer to your worst client, the one who is the most "difficult"; 
• Put yourself in the shoes of a hypothetical customer: have you created sales conditions that seem like a trap? Are they unacceptable? Or are they reasonable?
• Also include an explanation of typical business or technical jargon in your sector so that there is no ambiguity about the meaning of the terms; 
• Limitation of liability for damages caused by the use of the product or service;
• Privacy policy: clarify exactly what privacy policy is adopted if personal data is collected and stored; 
• Copyright: specify that the content of the site belongs to your company and cannot be reused without your consent;
• Finally, don't forget to have the sales terms and conditions to be used in America reviewed by a lawyer. And here, ExportUSA can offer valuable assistance.
   

Selling with E-commerce in America

Terms and conditions of sale for online sales in the United States

If you have a website to sell online in the United States, you must be careful to create sales terms and conditions adapted to online sales. E-commerce is a sales tool with many particularities that must all be taken into account when creating the conditions of sale to be applied to online sales in America. Here are some specific e-commerce tips that complement the sales conditions used for traditional sales:

• Site: the site's pages change continuously, texts change, prices change, photos change. What the customer saw yesterday cannot bind you tomorrow; 
• Sites can become tools for spreading viruses and malware. You need to protect yourself from the financial risk this could pose to your company; 
• Security of payments and data transmission. This too is a potential source of liability for your company in America. Specify if the payment is made on your servers or those of a third-party company [in the vast majority of cases, this is the case, think for example of online payments managed via the PayPal service]; 
• The mechanism by which encryption of payment and personal data is carried out. Explain it and it will then be up to the customer to decide whether they want to purchase on your site or not;
• Shipping fees and methods for returning products if they arrive damaged;

ExportUSA, through its network of associated law firms, provides legal assistance and advice for the review, drafting, and preparation of commercial sales contracts for importing and selling in the United States of America as well as for drafting and reviewing the sales terms and conditions for the United States and the Purchase Orders you use or that your distributors use.