Government regulations

Are you contractually obliged to provide these certifications?

If not, why are you trying to worm out of them by the letter of the CFRs? Just find a nice way to tell the middleman to stuff it.

If yes, perhaps its a very expensive lesson on reading the whole dang thing before you sign?

I haven't signed anything yet. I have completed the development and now I am being asked to produce the boards. The PO for the development was from my customer and had no language like this. The PO from the third party has all sorts of language that I have issues with. The first post was about a "Vendor Certification Form". I have since received the PO and it has even more language that I find difficult to meet. I am asked to "indemnify" the buyer against any claims of IP violations or "accidents, occurrences, injuries or losses" from using the product. This just sounds incredibly broad and vague.

I don't know how I can possibly accept this PO with the included terms and conditions. For one I will have to obtain liability insurance and that will take some time and I will have to raise the price to include that.

I guess I'll have to discuss all this with a lawyer and my insurance agent.

Rick

Sounds way unreasonable to me. My standard T&Cs explicitly state that IP research and clearance are the customer's responsibility (since even hiring a lawyer and getting a patent spectrum review is no guarantee of anything) and as with practically anything else you buy, my liability is explicitly limited [as far as legal] to the dollar value of the contract.

Many large companies (auto manufacturers, for instance) are trying to shift liability of all sorts downstream onto their suppliers. As a result, many suppliers are dumping out of those markets. Some customers are simply not worth doing business with. So the first step is to kick back and say your T&Cs do not include this liability.

Having said that - living without liability insurance is risky indeed, and it won't hurt you to buy some.

Well, quite often the boilerplate on PO's has this kind of stupid and one-sided "agreement", but your boilerplate on your order confirmation should counteract it and leave you with an acceptable situation.

I recall getting one PO that was just *so* bizarrely extreme we just threw it back at the would-be customer and told them to go away and never darken our doorstep again. They eventually placed the order through a third party at double the price.

Best regards, Spehro Pefhany

Sometimes the most valuable business tool is the ability and strength to say no to a deal.

On the other hand, if you can work out a compromise, and that should be your goal, these sorts of deals can be lucrative for a number of years, since your competition won't go to the trouble to jump through the hoops.

You've probably reminded all the parties that the reason they picked you is because you could do it cheaper and faster than anyone else. Now they have changed the rules. You'll probably have to do some sort of boilerplate certificate of compliance, and that's ok. The IP indemnity is definitely not ok.

Talk with your lawyer, but don't expect much solid advice. Let us know how it goes.

I would never, ever sign that. Someone gets drunk and drops it on his foot, then sues and you get stiffed because if you hadn't been born you couldn't have designed it, it wouldn't have been built and the plaintiff still would have his toe. Or someone claims the have patent rights to some trivia that wasn't patentable in the first place but snuck through in there and convinces a wobbly jury that you are da bad guy.

They'll probably tell you something similar to what I wrote above :-(