A practical contract-risk checklist for truss manufacturers and material suppliers
A supplier agreement can look familiar and still shift risk you did not price, control, or intend to accept. Use this guide as a practical pre-signature checklist. It is not a substitute for legal advice, but it will help you know what to look for before you sign.
Watch for: When a supplier agreement says trusses must conform to the full Contract Documents, the obligation may extend beyond the drawings the manufacturer actually reviewed.
Why it matters: The contract quietly converts a limited manufacturing obligation into a broader project-document compliance obligation.
Ask for: Limit the obligation to provided and reviewed specifications, approved truss design drawings, and documents attached to the agreement.
Watch for: Delivery language can put suppliers on a contractor-controlled schedule while delaying transfer of title until contractor approval.
Why it matters: The trusses may be delivered and sitting on the jobsite, but loss risk can remain with the manufacturer.
Ask for: Define lead times, require written delivery schedules, transfer title at delivery/offloading, and allocate jobsite storage risk to the contractor.
Watch for: Aggressive pay-if-paid language can make payment contingent on the contractor receiving full upstream payment.
Why it matters: The supplier absorbs owner credit risk despite having no owner contract and no control over owner payment.
Ask for: Use defined payment dates, long-stop payment protection, disputed-line-item limits, and no continued-performance obligation after non-payment.
Watch for: Warranty clauses can tie product obligations to unrevealed Contract Documents and to the contractor’s upstream warranty period.
Why it matters: A supplier may inherit an extended warranty period it never saw, priced, or intended to accept.
Ask for: Limit warranty to defects in manufactured and delivered trusses, set a fixed period from delivery, exclude improper handling/storage/installation/modification, and limit remedy to repair or replacement.
Watch for: Forum, arbitration election, venue, and jury-waiver language can make being right too expensive to prove.
Why it matters: The contractor may control where and how the fight happens, creating leverage through cost and inconvenience.
Ask for: Require mutual forum election, reasonable venue, defined arbitration process, and remove or limit jury waiver provisions.
Watch for: Broad indemnity provisions can require the supplier to defend claims caused partly by others, stack obligations, and waive workers’ compensation immunity.
Why it matters: The clause can transfer the cost of someone else’s negligence onto the supplier.
Ask for: Limit indemnity to the supplier’s own negligence, remove stacking language, strike workers’ compensation immunity waivers, and consider a cap tied to contract value.
Watch for: Insurance clauses can require long-term additional-insured coverage, primary/noncontributory status, CGL design warranties, and professional liability coverage the supplier may not carry.
Why it matters: Administrative-looking insurance language can undermine every negotiated limit above it.
Ask for: Coordinate with your broker before signing; narrow additional-insured coverage to your scope, remove inaccurate CGL warranties, and remove or price professional liability requirements.
Next step: Upload your next customer contract to FairBuild and see what risks may be hiding inside before you sign. Learn more at FairBuild.ai.
FairBuild.ai does not provide legal advice or create an attorney-client relationship. For advice specific to your business or legal situation, consult a licensed attorney.
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