Watch agrrements and contracts

[genek]

This agreement was attached to a e-mail that contained a P.O. no mention of any agreement, prior or during this e-mail just that the P.O. was attached.
AT first glance one would have thought that the P.O. had been sent in two formats, ( agreement was a different format) Had I not had problems getting the P.O. to print out for my Records, and had I not tried to send it to my ITT person. (which removed it when I forwarded it.) and he had to come to the office to get it to print I would have never known the agreement was attached.
be extremely careful on dealing with large companies. Always have your attorney look at all contracts and agreements. The way this agreement was set up and written one would have be bound by the agreement . I had to remove the beer companies name.. but here is what hung up a nice order. They could have placed a order and half way called cancelled the order after the first shipment then they could have taken my pattern and design and started having it made off shore cheaper and I would have lost all my rights.


3. Acceptance of the Agreement.
Vendor will be deemed to have accepted the Agreement if Vendor (a) transmits to ***** Vendor’s written or oral acknowledgement; (b) begins shipment of the Goods; (c) begins manufacture of the Goods, if they are to be specially manufactured for ******; or (d) begins performing Services. By accepting the Agreement, the Vendor agrees that it has read these terms and conditions and that the Vendor understands and agrees to be bound by these terms and conditions.

15. Drawings and Other Items Unless otherwise expressly provided in the Agreement, any and all drawings, specifications, designs, blueprints, dies, patterns, tools, printing plates, and other items used in connection with the manufacture of the Goods under the Agreement that are expressly prepared or constructed by Vendor pursuant to the terms of the Agreement will be the property of ***** and, upon completion of
deliveries of the Goods or Services under the Agreement or upon termination of the Agreement, shall cease all use of the drawings or other items. At the request of*******, such items must be promptly delivered to ********. No deviation from or any modification to any drawings, specifications, designs, blueprints, dies, patterns, tools, printing plates, or other items will be made by Vendor without the prior written consent of ********
16.

[genek]

Just got a call from my Attorney The beer company wants our product so bad they have agreed to our terms... Always stand up for your rights. It pays off to do so.

[Davo]

what type of product are yall providing them?

[genek]

what type of product are yall providing them? At this time I can not divulge the product or what it looks like until the patents and copyrights are back. (All because of what has occurred with this beer company, other beer companies will want this product as bad as this one does). the order will be quit nice each month. The patent and copyright were filed a month ago. Under patent laws I only get 15 years protection, however under copyright laws I get my life time, and my heirs can apply for an extension. I want to make sure that My product is totally protected prior to it going public. Sorry for not giving you the answer you wanted.

[Davo]

not a problem, I was just curious if it was wood or other material.

[genek]

it is made of wood, 90% of what I do is wood.

[bleeth]

Good for you Gene!!
I recently went through a similar deal regarding a company wanting to change terms on a contract.
I had been working with a GC developing first budgets and then final numbers for a pretty large contract to be built later this year.
After they officially informed me I was getting the job but right before they sent out the contract they told me that they needed us to bond the job.
I have never bonded a job, although we have a history including many projects this size and much larger. After contacting my insurance company and they contacted a bond underwriter they told me that I "Probably"could get bonding for 3% but would need the completed contract and to submit the app (short form as I have been dealing with them for many years) to actually apply. The 3% would be added to my contract, so I wasn't paying for it in the long run, but it does add certain complications. After thinking about it I informed the GC in writing, politely, that based on our prior history I had no interest in bonding the job and, in fact, had never bid on a job where I was told in advance bonding would be required. After a few days they got back to me and dropped the bonding requirement and sent a new contract without it. We're moving forward.
It is the vagaries of my business that my customers supply their contract and terms. Many of them do not favor the subcontractor and in the past if you didn't accept it as is you would not get the job. Over the last couple of years that has changed a little. I have modified payment terms successfully so the old "we pay only when we get paid" clause is changed with the added clause that if payment is not made by "X" (usually the 15th of the month following the month the payment app is submitted) the "there may be an affect on job performance until such payment is made" and late job change orders do not affect when my retainage is due to be paid (within 30 days of acceptance of my work and NOT after the entire project is turned over to the client) Haven't yet gotten anyone to reduce retainage from 10% to 5%, although some states now have that as law.

[genek]

I am so glad you posted. Again this shows that one needs to stand up for ones rights. Thanks for the post.

[tri4sale]

Thanks for the update and sample of contract you posted Gene, it's always very educational to read your posts and learn from you.

One thing caught my eye "all drawings, specifications, designs, blueprints, dies, patterns, tools, printing plates, and other items used in connection with the manufacture of the Goods" was the word TOOLS in that sentance, almost like they could claim your ShopBot was theirs once you finished the job!

[genek]

I know that they could have owned my pattern and the Patten if I had agreed to the contract or started to fill the order. best to read all contracts and have Your attorney read them. 300.00 a year for a good copyright or patent attorney is not much to pay considering what you stand to lose.

[johnh]

"that are expressly prepared or constructed by Vendor pursuant to the terms of the Agreement will be the property of ***** "

Were your drawings, patterns, etc. in question prepared pursuant the terms of this particular contract or is it a product you came up with on your own prior to this agreement? I'm not questioning that the customer is sneaky, I know I have come across many. I am just trying to understand the contract verbiage. the entire agreement will have to be read in order to understand. Don't post it of course because there is likely a copyright statement at the bottom of that contract and then you'd be guilty of stealing their contract of stealing haha.

Over the years I have also had many large, seemingly "cast in stone" commandments pushed aside to do business with me. I always wondered if it was because they want my stuff or if they want my price. Nowadays, around here, it's my contract only, no purchase orders with added conditions, deposits on big stuff, COD for anyone I don't have history with, and many other customer-chasing policies.

I would like a referral to a $300 lawyer though. I have spent many thousands on lawyers.

[dmidkiff]

Good for you Gene. Glad you caught it.

[genek]

I had the pattern and design done way before the contacted me. All I did was modify it (down sized it) there had been no contract or mention of contract. Even after I sent them the prototype there was no mention of a contract.. the agreement was slipped in when they sent the P.O. number for 1500 of the product. Had I not have had problems printing out the P.O. and called my Itt guy, I would never have know the agreement was attached. Had I started shipping I would have been locked in on that agreement. Now My lawyer is hammering out the agreement with their lawyer. My lawyer charges me a $300.00 fee each year (that is just to hold him as my attorney). Now when he actually does work that fee get eaten up fast and then I go to $150.00 a hour..
However He copyrights and patents everything for free, (actually not for free, I pay the filling fees, and he gets to collect 95% of all lawsuits, that he goes after,, boy does he watch close... The lawsuits is where a copyright and patent attorney make their money. The person who owns the copyright gets very little out of a lawsuit. (every time I have had to go to court the 5% I end up with very seldom covers my time and expenses.

[tri4sale]

I would like a referral to a $300 lawyer though. I have spent many thousands on lawyers.

I use a service called Legal Shield (www.legalshield.com) for a flat monthly fee. Get consultation services for that fee, and then some level of work is done as part of that fee. I had a company try to go after me for fees a client of mine didn't pay, they even sent it to a collection company, I got no where with them, one letter from the attorney and it all went away :) Used them for a few other things that would have cost me a lot more than I pay monthly had I needed to hire an attorney.

[gene]

Good for you ! Golith was bigger than David , but we all know how that ended