# Supply chain contract review
> Source: https://legalcode.md/skills/legalcode-supply-chain-contract-review | [HTML version](https://legalcode.md/skills/legalcode-supply-chain-contract-review)

Review supply and procurement agreements covering pricing mechanisms (fixed, index-linked, MFC/MFN), tariff and customs risk allocation, delivery terms…

Review supply and procurement agreements covering pricing mechanisms (fixed, index-linked, MFC/MFN), tariff and customs risk allocation, delivery terms (Incoterms 2020), quality specifications and inspection rights, warranty provisions (UCC Article 2, CISG Art. 35, UK Sale of Goods Act 1979), EU Product Liability Directive 2024/2853 (in force Nov 2024), force majeure and commercial impracticability, supply continuity and business continuity obligations, sustainability and ESG supply chain due diligence (EU CSDDD, UK Modern Slavery Act, US UFLPA, France Devoir de Vigilance, Norway Åpenhetsloven), critical minerals and rare earth traceability (EU CRMA, EU Battery Regulation, Dodd-Frank), supply chain finance integration, and indemnification. Covers UCC Article 2, CISG Arts 25/35/71–79, and UK Sale of Goods Act. Use when reviewing supplier contracts, vendor agreements, procurement agreements, manufacturing agreements, purchase orders with general terms, component supply contracts, distribution supply terms, raw material supply agreements, critical mineral offtake agreements, or any contract for the sale or supply of goods. Jurisdiction-agnostic with localization markers for US (UCC), UK (SGA 1979), international sale (CISG), and EU (CSDDD, EU PLD 2024/2853, CRMA). Covers B2B supply relationships from both buyer and supplier perspectives.

This skill reviews supply, procurement, and goods purchase agreements against an organization's negotiation playbook or general commercial standards. It identifies deviations, classifies their severity, generates actionable redline suggestions, and produces a confidence-scored, auditable analysis adapted to the unique legal issues in supply chain contracting. **Covers:** - Clause-by-clause analysis across 18 supply chain–specific clause categories - Pricing structure review (fixed, index-linked, MFC/MFN, volume-tiered, tariff pass-through) - Tariff and customs risk allocation (Section 301/232, IEEPA tariffs, hardship clauses) - Incoterms 2020 risk and cost allocation analysis - Quality specifications, inspection rights, acceptance/rejection procedures (FAI, AQL) - Warranty analysis under UCC Article 2, CISG Art. 35, and UK Sale of Goods Act 1979 - EU Product Liability Directive 2024/2853 (in force November 25, 2024; transposition Dec 9, 2026) - Force majeure, commercial impracticability, and tariff-induced hardship - CISG anticipatory breach (Arts. 71–73) and damages calculation (Arts. 74–77) - Supply continuity, business continuity plans, and shortage allocation - ESG/sustainability due diligence (CSDDD 2029, UK Modern Slavery Act, UFLPA, France Vigilance Law, Norway Åpenhetsloven) - Critical minerals and rare earth traceability (EU CRMA, EU Battery Regulation 2023/1542, Dodd-Frank § 1502) - Supply chain finance integration (SCF/reverse factoring, assignment of receivables) - Deviation classification (GREEN / ...

## Jurisdictions

Global



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