US Sales Assistance From Atom Law Group

Are you having issues with import and export regulations when you are selling goods to the US? That is where Atom Law Group is here to help. We work with international businesses all over the world selling foreign products in the US.

Sellers of Foreign Products in the United States May Face Several Concerns, Including:

  • Customs and import regulations:

    Foreign sellers must comply with the various customs and import regulations of the United States, which can be complex and time-consuming. This includes tariffs, duties, and taxes that may be imposed on imported goods and compliance with regulations regarding labeling, packaging, and product safety.

  • Intellectual property:

    Foreign sellers must be aware of the intellectual property laws of the United States, including patent, trademark, and copyright laws, to ensure that they do not infringe on the rights of others.

  • Competition:

    Foreign sellers may face competition from domestic companies that produce similar products and may need to differentiate their products or offer competitive pricing to succeed in the market.

  • Distribution and logistics:

    Foreign sellers may face challenges in terms of distribution and logistics, such as coordinating shipping and delivery of goods, and may need to develop relationships with freight forwarders and customs brokers.

  • Legal compliance:

    Foreign sellers must comply with all applicable laws and regulations in the United States, including those related to labor, employment, and environmental protection.

  • Currency fluctuation:

    Foreign sellers may face challenges in terms of currency fluctuation, which can affect their profit margin and make it difficult to predict costs.

  • Language and cultural differences:

    Foreign sellers may face challenges in terms of language and cultural differences, which can affect their ability to communicate effectively with customers and to understand the market and consumer preferences.

  • Brand reputation:

    Foreign sellers may face challenges in terms of reputation, as there may be a perception that foreign-made products are of lower quality or not as safe as domestic products.

It's important for foreign sellers to be aware of these concerns and take steps to mitigate them. Seeking the advice of legal and business professionals familiar with the U.S. market can be helpful.

The Law That Governs the Sales of Goods in the U.S.

The Uniform Commercial Code (UCC) is a set of laws that govern commercial transactions and the sale of goods. The UCC provides a uniform set of rules and regulations that apply to commercial transactions across state lines, making it easier for businesses to conduct transactions and resolve disputes. Each state in the U.S. has its own version of the UCC, so this means state law governs the sale of goods in the U.S. rather than federal law. However, the various state UCC laws are nearly identical. The UCC includes several articles that cover various aspects of commercial transactions, such as:

  • Article 2: Sales of Goods:

    This article covers the sale of goods, including the formation of contracts, warranties, and remedies for breach of contract.

  • Article 9: Secured Transactions:

    This article covers secured transactions, such as liens, mortgages, and pledges, and provides rules for the creation, perfection, and enforcement of security interests in personal property.

  • Article 3: Negotiable Instruments:

    This article covers negotiable instruments, such as checks and promissory notes, and provides rules for the transfer and negotiation of these instruments.

  • Article 4A: Fund Transfers:

    This article covers electronic fund transfers, such as wire transfers and Automated Clearing House (ACH) transactions, and provides rules for the rights and responsibilities of the parties involved.

  • Article 7: Documents of Title:

    This article covers documents of title, such as bills of lading and warehouse receipts, and provides rules for their transfer and negotiation.

The UCC is not a federal law, but it is adopted by most states in the U.S., which makes it an essential tool for businesses that operate in multiple states. The UCC helps to ensure that commercial transactions are handled in a consistent and predictable manner, regardless of the state in which they occur, which promotes commerce and economic growth.

Sales Agreement

A manufacturer's sales agreement is a contract between a manufacturer and a distributor or retailer for the sale of goods. The specific clauses that should be included in a manufacturer's sales agreement may vary depending on the nature of the products and the parties involved, but generally, the following clauses are considered necessary:

  • Product description:

    This clause should provide a detailed description of the products being sold, including any specifications, warranties, or certifications.

  • Price and Payment terms:

    This clause should specify the price at which the products will be sold, any discounts or rebates, and the terms of payment, such as the due date and method of payment.

  • Shipping and delivery:

    This clause should specify the terms of shipping and delivery, including the shipping method, the estimated delivery date, and any related costs.

  • Warranty and returns:

    This clause should specify the terms of any warranties provided by the manufacturer and the process for returns and exchanges of the products.

  • Intellectual property rights:

    This clause should specify the rights and obligations of the parties regarding any intellectual property associated with the products, such as patents, trademarks, and copyrights.

  • Limitation of liability:

    This clause should specify the extent to which the manufacturer will be liable for any damages resulting from the sale of the products.

  • Governing law and jurisdiction:

    This clause should specify the jurisdiction and governing law under which the agreement will be governed and any dispute will be resolved.

  • Termination:

    This clause should specify the circumstances under which either party may terminate the agreement and the procedures for doing so.

It's important to note that these clauses are not exhaustive, and the agreement should be tailored to the specific needs and requirements of the parties involved. It's recommended to seek legal advice when drafting a manufacturer's sales agreement to ensure that it is legally binding and enforceable.

limited warranty statement

A limited warranty statement is a legal document that sets out the specific terms and conditions of a warranty offered by a manufacturer or seller of a product. A limited warranty statement typically includes information such as the duration of the warranty, what is covered and what is not covered, and the procedures for making a claim under the warranty.

Benefits of a limited warranty statement include:

  • Clear expectations: A limited warranty statement sets clear expectations for both the manufacturer/seller and the consumer regarding the terms and conditions of the warranty.
  • Legal protection: Having a limited warranty statement can provide legal protection for the manufacturer/seller against claims of breach of warranty.
  • Legal liability: Without a limited warranty statement, a manufacturer/seller may be liable for any defects or problems with the product, regardless of whether they are covered by a warranty or not.
  • Loss of consumer trust: Not having a limited warranty statement may make consumers less likely to trust the manufacturer/seller, which can impact sales and reputation.
  • Difficulty in resolving disputes: Without a limited warranty statement, it may be more difficult to resolve disputes that arise between the manufacturer/seller and the consumer regarding the warranty.
  • Limited protection: Without a limited warranty statement, a manufacturer/seller may not be protected against certain types of legal claims, such as breach of warranty.

It's important for manufacturers/sellers to have a clear and well-written limited warranty statement to ensure that both the manufacturer/seller and the consumer understand the terms and conditions of the warranty. It's also a good idea to consult with an attorney familiar with the laws related to warranties in order to ensure compliance and protection.

implied warranty

An implied warranty is a legal term that refers to a guarantee or assurance that a product is fit for its intended purpose, even if this guarantee is not explicitly stated by the manufacturer or seller. Implied warranties are created by law, and they are automatically included in every sales contract for goods unless they are explicitly excluded or modified by the seller.

There are two types of implied warranties:

Implied warranty of merchantability: 

This warranty implies that the product is of merchantable quality, meaning that it is fit for the ordinary purposes for which such goods are used and that it is adequately packaged and labeled.

Implied warranty of fitness for a particular purpose: 

This warranty implies that the product is fit for a specific purpose, as long as the seller has reason to know of the buyer's specific purpose and that the buyer is relying on the seller's skill and judgment to select a suitable product.

Implied warranties can be limited or modified by the seller, but it must be done explicitly in the contract. They are automatically included in every sales contract, even if the parties do not mention them. They give the buyer some protection against defective products, but they do not cover all types of defects. They also have a limited duration, usually the time of delivery.

It's important for manufacturers and sellers to be aware of the existence of implied warranties and how to exclude or limit them in order to avoid potential legal liability and disputes with buyers.

Distribution Agreements

A distribution agreement is a legal contract between a manufacturer or supplier and a distributor that sets out the terms and conditions of their relationship. A distribution agreement typically includes information such as the products and services to be provided, the rights and responsibilities of each party, and the terms of payment and compensation. Not having a written distribution agreement can expose the manufacturer or supplier to several risks, including:

  • Misunderstandings: Without a written distribution agreement, it can be difficult to clearly define the rights and responsibilities of each party, leading to misunderstandings and disputes.
  • Limited legal protection: Without a written distribution agreement, a manufacturer or supplier may not be protected against potential legal claims, such as breach of contract or breach of confidential information.
  • Difficulty in terminating the relationship: Without a written distribution agreement, it can be difficult to terminate the relationship with a distributor or to resolve disputes that arise between the parties.
  • Difficulty in enforcing the agreement: Without a written distribution agreement, it can be difficult to enforce the terms of the agreement, such as payment terms or exclusivity provisions.
  • Limited ability to control the distribution of products: Without a written distribution agreement, a manufacturer or supplier may have limited ability to control how, where, and by whom their products are distributed.
  • Limited ability to protect the brand: Without a written distribution agreement, a manufacturer or supplier may have limited ability to protect their brand, as a distributor may not be bound by any rules on how to promote and sell the products.
  • Lack of control over pricing: Without a written distribution agreement, a manufacturer or supplier may have no control over how the distributor prices and sells the products.

It's important for manufacturers and suppliers to have a clear and well-written distribution agreement to ensure that both parties understand the terms and conditions of their relationship and to mitigate the risks of disputes, misunderstandings, or legal liability. It's also a good idea to consult with an attorney familiar with the laws related to distribution agreements to ensure compliance and protection.

UCC Liens

A UCC lien, also known as a Uniform Commercial Code (UCC) lien, is a type of security interest that a lender or creditor can take in personal property, such as inventory or equipment, to secure a loan or other debt. A UCC lien is created when the borrower (the debtor) grants the lender (the creditor) a security interest in the personal property, and the lender files a financing statement (UCC-1) with the appropriate state agency, such as the Secretary of State. The benefits of registering a UCC lien as a seller include:

  • Priority:

    A UCC lien gives the lender priority over other creditors in the event of bankruptcy or other legal proceeding. This means that the lender will be paid first in the event that the debtor is unable to repay the debt.

  • Collateral:

    A UCC lien provides the lender with collateral that can be used to recover the debt in case of default.

  • Notice:

    registering a UCC lien makes the lien public and notifies potential creditors and buyers of the personal property that the property is subject to the lien.

  • Perfection:

    registering a UCC lien is one of the ways to perfect a security interest, meaning that it is a valid and enforceable lien.

  • Facilitation of transactions:

    having a UCC lien registered makes it easier for the lender to sell or dispose of the collateral in case of default.

It's important to note that UCC liens are subject to specific state laws and regulations and have expiration periods. It's recommended to seek legal and accounting advice when registering a UCC lien to ensure compliance with all laws and regulations..