Take a simple fact pattern: A sells widgets to B, and B re-sells the widgets to C. Something goes wrong with the widgets and C needs to have them repaired or replaced, or has a claim for damages. Who does C claim against?
One concept that often comes up in negotiations and contracts is a so-called “pass through” warranty: the concept being that the reseller obtains a warranty from a supplier, and “passes” the benefit “through” to their customer. Even though this language sometimes shows up in final contracts, it can be legally ambiguous – there are several ways to accomplish this economic goal, and the precise method can end up having a big impact on the risk allocation between the parties. Before going into your next supply contract negotiation, consider your options in more detail: Continue Reading