Legal review and revision of an English-language U.S. equipment supply and installation contract

For a transaction in which a U.S. company was purchasing equipment to be installed at a commercial facility and engaging an installer to do the work, we reviewed the legal risks of the master services agreement and the individual statement of work (SOW) and revised the English-language contracts.

The key issues were the payment terms tied to equipment delivery and completion of installation, final acceptance and warranty repair obligations, the risk of loss or damage during shipping and installation, and the timing of the transfer of title. Additional work costs, license rights to software embedded in the equipment and insurance obligations were also reviewed.

We reviewed how the master agreement and the SOW applied to each other and revised the relevant provisions so that final acceptance would occur only after installation, testing and correction of defects were complete.

We also separated the timing of the transfer of title from the transfer of risk, and prepared English redlines on prior written approval of additional costs, the manufacturer's warranty and the installer's warranty repair obligations, software license rights and insurance requirements, together with a legal review memo.

We provided a revised contract and legal review memo clarifying the rights, obligations and risk allocation at each stage, from equipment purchase through shipping, installation, acceptance and warranty repairs.

Related U.S. practices: Contracts & Business Transactions