Free Guide: 7 Contract Provisions Truss Manufacturers Should Review Before Signing
A practical contract-risk checklist for truss manufacturers and material suppliers
By Kent Pagel | President and Founding Shareholder, Pagel, Davis & Hill | Founder, FairBuild AI
Why this guide matters
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.
Pre-Signature Checklist
☐ Have you reviewed only the truss documents, or the full Contract Documents referenced in the agreement?
☐ Does delivery timing include realistic lead time and written schedule approval?
☐ Does title and risk of loss transfer at delivery/offloading?
☐ Is payment contingent on full upstream payment?
☐ Is there a fixed outside payment date?
☐ Is the warranty limited to your trusses, your materials/workmanship, and a fixed duration?
☐ Who controls dispute forum and venue?
☐ Does the indemnity clause require you to defend claims caused partly by others?
☐ Does the insurance clause require coverage your policy may not provide?
☐ Have your broker and/or attorney reviewed the insurance and indemnity language before signing?
Free Guide: 7 Contract Provisions Truss Manufacturers Should Review Before Signing
A practical contract-risk checklist for truss manufacturers and material suppliers
By Kent Pagel | President and Founding Shareholder, Pagel, Davis & Hill | Founder, FairBuild AI
Why this guide matters
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.
Pre-Signature Checklist
☐ Have you reviewed only the truss documents, or the full Contract Documents referenced in the agreement?
☐ Does delivery timing include realistic lead time and written schedule approval?
☐ Does title and risk of loss transfer at delivery/offloading?
☐ Is payment contingent on full upstream payment?
☐ Is there a fixed outside payment date?
☐ Is the warranty limited to your trusses, your materials/workmanship, and a fixed duration?
☐ Who controls dispute forum and venue?
☐ Does the indemnity clause require you to defend claims caused partly by others?
☐ Does the insurance clause require coverage your policy may not provide?
☐ Have your broker and/or attorney reviewed the insurance and indemnity language before signing?
| 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. |
Disclaimer: 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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