Price-protection terms for special orders

The cheapest moment to decide who pays for a tariff increase is before the customer signs. The difficult moment is well into production, with the vendor's letter on the desk and a customer who remembers the agreed price.

Choose a policy the store can afford and explain, then put the complete terms on the affected products. The drafts below give counsel a concrete starting point: a full price lock, a capped adjustment, or a documented pass-through with a cancellation right. None should leave the customer guessing what can change.

General information, not legal advice. Check with your attorney before using these clauses in your state.

Choose the commercial promise first

The policy starts with a business decision about risk. A full price lock gives the customer certainty while the store absorbs later covered costs. A pass-through policy asks the customer to consider an adjustment, with the defined protections and choices written into the agreement.

Consider the product's sourcing, vendor terms, lead time, and available margin. Domestic merchandise can also be affected by imported materials or vendor changes, but that does not mean every domestic line should carry the same clause. Define the covered products and cost events deliberately.

Use the Section 232 guide to understand the underlying cost. The customer clause should describe the store's promise, not reproduce a customs bulletin that will be difficult to read beside a fabric swatch.

Complete the policy fields before adapting the wording

Each draft needs an order summary identifying the covered items, agreed price, calculation basis, and promised delivery date used by the policy. If the store quotes a delivery window, counsel should settle which stated date controls the adjustment deadline. An undefined deadline weakens the customer's ability to understand the promise.

For the capped version, fill in the maximum percentage or dollar amount. For both adjustment versions, choose the response period, notice method, and refund timing. These are commercial drafting choices that need legal review, not statutory periods supplied by this article.

Use these fill-ins in the working draft:

• Covered order lines: [identify the products].
• Original price basis: [define the amount, excluding or including stated charges].
• Adjustment ceiling, if used: [percentage or dollar amount].
• Written-notice method: [email or other agreed method].
• Customer response period: [number of days and how counted].
• Refund deadline and method: [timing and route].
• Final adjustment date: [the promised delivery date stated in the agreement].

Draft one: keep the agreed price fixed

Use a full lock when the store is prepared to carry later cost increases for the agreed furniture. It can suit a stable vendor arrangement or a short lead time, but the store should make that choice from its own purchase terms and economics.

Price protection. The price of the products and agreed services listed in this order is fixed when you accept this agreement. We will not increase that price because our vendor prices, import duties, tariffs, or transport costs later increase. A change you request to the products, quantities, delivery services, or other agreed scope requires a separate written revision showing any price change for your approval. This price lock does not reduce any rights you have under governing law.

Pair that clause with the store's separate cancellation and delivery terms. A price lock answers the price question; it does not settle every remedy if the vendor cannot supply the agreed fabric or the delivery schedule fails.

Draft two: propose an increase within a stated cap

A capped policy needs a defined base and a clear outcome above the cap. The customer should be able to calculate the maximum proposed increase from the order summary, rather than discover that the percentage applies to a different total later.

Limited import-cost adjustment. Before the final adjustment date stated in the order summary, we may propose an increase for the covered products only when a government-imposed import duty or tariff, or a documented vendor surcharge directly attributable to it, increases after this agreement. The proposed amount will not exceed the actual additional cost attributable to those products or the adjustment ceiling stated in the order summary, whichever is lower. We will provide written notice with the reason, calculation, revised total, and payment balance. No increase takes effect without your written acceptance. You may decline within the stated response period and cancel the affected products for a full refund of amounts paid for them, without a cancellation or restocking deduction, within the stated refund period. If the cost exceeds the ceiling, we will honor the ceiling or offer that same cancellation and refund choice. We will not impose an increase after the stated final adjustment date. Your rights under governing law remain unchanged.

For an illustrative $6,000 covered product price and a 5% ceiling, the maximum is $300. A $180 documented increase stays $180; the cap is not permission to round it up. A $500 increase requires the store to absorb the excess or follow the offered cancellation route.

Draft three: pass through a documented increase with a choice

An uncapped adjustment proposal needs especially clear scope and customer choice. Specify that the amount is the additional covered cost attributable to the order, not a percentage applied to every part of the retail total.

Import-cost change proposal. Before the final adjustment date stated in the order summary, we may propose passing through an actual increase in government-imposed import duties or tariffs affecting the covered products, including a documented vendor surcharge directly attributable to that increase. We will not add a markup to the adjustment. Written notice will identify the affected products, supporting cost basis, amount, revised total, and payment balance. The change requires your written acceptance. You may instead cancel the affected products within the stated response period and receive a full refund of amounts paid for them, without a cancellation or restocking deduction, within the stated refund period. We will not impose an increase after the stated final adjustment date. We will agree separately how any related products or services are handled. Your rights under governing law remain unchanged.

The store's vendor commitment still needs review. Offering the customer cancellation does not guarantee that the factory will return the store's payment. Price that risk into the policy before adopting it.

Decide what happens when the cost falls

Write the downward-adjustment rule as clearly as the upward one. The store can ask counsel to draft a fixed-price approach or a reciprocal review of covered decreases. Avoid a headline promise of “actual cost pass-through” paired with silence about later credits or refunds.

A reciprocal draft could say: “Before final invoicing, we will review documented reductions in the same covered costs and reduce the adjustment by the amount attributable to your products, up to the adjustment you paid. Later recoveries will be reviewed under the refund policy supplied with this agreement.” The review must specify timing and the evidence required.

The deposit-cancellation guide covers a separate question. Do not use a generic nonrefundable-deposit sentence to quietly contradict a full-refund promise in the price-adjustment clause.

Put the plain-language summary near the signature

Give the customer a sentence that accurately reflects the full clause. For a lock: “Your price stays fixed for the configuration you approve.” For the capped draft: “A documented import-cost change may be proposed up to the stated cap; you can decline and use the cancellation and refund choice explained below.”

Train associates to mention that summary while quoting. The terms should arrive before the customer signs, not after the payment has become the main subject. Use the readable-agreement guide to keep the whole document clear. The leg finish deserves careful attention; the price promise deserves at least as much.

Attach the right terms in OrderPilot

OrderPilot supports additional terms on product templates and categories. Put the approved clause on the products it actually covers, such as a defined imported upholstery program. Review overlapping category and product terms so the document does not offer both a price lock and a pass-through on the same line. The terms appear on the quote, sales order, invoice, and signing page and are frozen when signed. The signed PDF remains with the order. That gives staff a record of the agreement accepted for the actual configuration.

Preserve existing agreements when the policy changes

Adding a clause to a template does not add it to agreements already signed. Those records keep their accepted terms. A customer-facing revision requires a new signature and retains the earlier signed record, so staff can distinguish the original promise from a later agreement.

The model UCC's modification provisions are one reason written changes need careful review; enforceability depends on enacted law and the actual transaction. OrderPilot preserves the record, rather than guaranteeing the clause's legal effect.

Use extra terms frozen at signing for the document workflow. When an increase actually arrives, follow the open-order review with the agreement the customer signed, the documented cost, and the choice the policy promised.

Sources

1. UCC § 2-209: Modification, rescission, and waiver — Uniform Commercial Code, Cornell Legal Information Institute; model text, subject to state enactment.