At times, it may be appropriate to sign a comprehensive agreement covering the sale of window and door products. While the incentive may appear large, it is simply not amenable to evaluation without an understanding of the impact of the terms of the contract should later issues arise. Every business has experienced how quickly the margin of a seemingly great project was eroded multiple times over by the exposures of later disputes.

From the manufacturer and reseller standpoint, it pays to be reluctant to accept responsibility which initiates with the project design criteria or applicable local codes and laws. Be wary of “incorporation” of any document or agreement beyond your proposed contract. Limit the scope of responsibility in indemnity or “additional insured” provisions to that which is the unquestionably the responsibility of the manufacturer of the product. Get advice before agreeing to a “prevailing party” provision by which you may owe the attorney fees incurred by your contractual counterpart.

Consider a one-page addendum stating what the manufacturer will do to defend a later product claim. Make it clear and fair. Use that as a counter-proposal modifying the 20-page contract.