Legal Question in Business Law in California

Re: Disclaimers

You will need to have a contract specifying who bears the risk of loss during transit. This is done with terms such as CIF, C&F, FOB, etc. In addition, you should look into setting up an account with a cargo insurer. I can put you in contact with an insurance broker familiar with cargo insurance if you like.

Re: Disclaimers

Your proposed business has high potential for commercial and legal disputes, and you will sooner or later need a working relationship with an attorney or law firm with some experience in commercial law.

As a starter, you need to have a basic understanding of the Uniform Commercial Code, including the provisions governing passage of title to, and responsibility for, goods sold.

You also should understand about Bills of Lading and carrier responsibility. There is a substantial body of law here and generally it places responsibility on the carrier. This is little solace when the carrier is financially irresponsible, so you need to develop a sense of which carriers have the deep pockets to honor their responsibilities. You need to understand the basics of insurance in the context of common carriers, how claims are filed for loss and damage, etc. Some knowledge of public warehouse law would be useful. If international trade will be involved, that adds another very large dimension of legal and practical know-how needed.

Manufacturers' warrantees ordinarily cover only claims relating to the goods' safety, suitability for particular purpose, conformity with specs, and other characteristics of the goods themselves, and are not guarantees of safe delivery. The seller of goods may or may not be responsible for goods in transit; it depends entirely upon the contract of sale, and often the shipper's responsibility ceases when the goods are placed in the custody of the carrier. You might want to read the provisions of Article 2 of the UCC provisions on sales - in California that's sections 2101 to 2725 of the Commercial Code, available at your county law library and some general public libraries.

Reading the codes and having a working knowledge of commercial, insurance and common-carrier law will be useful in avoiding unnecessary trouble. However, you will still need professional legal services at some point. Hopefully you plan to incorporate or form an LLC to shelter yourself from personal liability. It would be advisable to find an attorney and pay for some minimal (at least) consultation before trouble arises.

Your specific question was about disclaimers. While some types of disclaimer might be helpful to your business in some circumstances, by and large the responsibilities you are undertaking cannot be disclaimed. The disclaimers needed would either be void as contrary to law or public policy, or prospective clients would reject them as excessively impairing their rights.

Finally, you should have an attorney check what licenses you need and what regulations apply to your proposed brokerage business.