Is a Purchase Order a Legal Contract?

Is a Purchase Order a Legal Contract?

The world of purchase orders and contracts can be a bit confusing sometimes. We’ve put together a short article outlining the similarities and differences between the two to help you sort them out. 

Purchase Order and Contracts Basics

Let’s start by talking about each of these documents. A purchase order is a document from a buyer to a seller that orders a product. It should include everything the seller would need to know including quantity, price, a description and a delivery date. 

When a purchase order is accepted by the seller, it does become a legal contract. The seller is acknowledging they will sell the items on the purchase order for the prices listed, and abide by the terms and conditions. 

Note that the seller does not have to accept the purchase order. It isn’t considered a legal contract until it’s accepted by the seller. 

A contract is a document that outlines descriptions and costs of goods. It also contains terms and conditions. 

This gets confusing, because it means a purchase order can be a contract. However, that doesn’t mean all contracts are purchase orders. One way that might help is to think about the timeframe. 

Short Term vs. Long Term

A purchase order usually refers to something that has a short duration. The terms may be to deliver in a couple of hours or in 2 years. Either way, the duration is relatively short compared to how long some contracts can go. 

A contract can often be a long term document. For example, it may specify that the buyer will purchase items from a seller for up to 3 years, without going to the market for competitive bids. Or it might outline how the buyer and seller manage freight and transportation of the goods. 

Another way to think about it is guidance. A contract gives guidance to how purchase orders should be executed. 

Terms and Conditions in Legal Contracts

Another example to explain the differences between purchase orders and contracts can be seen in the terms and conditions. 

A purchase order will usually have some kind of terms. For example, there will be a delivery date, address, and payment terms – such as Net 30 (meaning the buyer needs to pay for the goods within 30 days.) 

A contract will usually be more specific, thus making them useful for complex transactions and relationships. For example, it makes sense to have a contract when a company is offering marketing services to another one. It might break down the expected results, how the marketing agency will be paid, how long the two parties will work together, reporting methods and more. 

For physical goods, a contract might be used to specify certain aspects of the product such as size, weight, performance, cost or lead time. This makes sense if the buyer is paying the seller to develop a new product. 

Is a purchase order a contract? Once it becomes accepted by the seller, yes. However, the world of contracts and POs is a convoluted one, so if you have questions call us at 714.456.9118 or send us an email at info@voneschlaw.com. We look forward to hearing from you.

Courtesy of Cuselleration

Do You Need a Lawyer to Review Contracts?

Do You Need a Lawyer to Review Contracts?

Do you really need a lawyer to review contracts? After all, you’re a smart person and can read it yourself, right? Why spend the money to have an attorney double-check it to make sure everything is aligned? 

The short answer is this: by hiring a lawyer, you spend a small amount of money now to prevent losing a lot of money later. Here are a few reasons why you should have a lawyer review business contracts. 

Lawyer Contract Review Reason #1: Avoid Pitfalls

The main reason to have an attorney look at your documents is to help you avoid potential pitfalls later on. For example, an attorney can identify if there is unclear language in the document which could lead to an issue later. A business contract is no place for gray areas. 

You want a contract to be very clear. Any kind of ambiguity opens a door for issues to walkthrough later on. But what seems clear to you or the other party may not necessarily be clear in the legal world. That’s why you need a set of eyes looking for these types of litigation gray areas. 

Lawyer Contract Review Reason #2: You Aren’t an Expert

You’re an expert in your field. That’s why other people or companies pay for your products and services. They trust in your skills and knowledge, which is how you’re able to produce something valuable enough to sell.

Are you an expert in contracts? No. Just because you’ve signed contracts in the past doesn’t make you an expert. It does give you an idea of what to look for, but it doesn’t mean you can rely completely on yourself in this matter. 

This is different than trying to do a basic maintenance task around your house, or learning how to use a new piece of software. Those things don’t have the potential to cause massive damage to your company and reputation. 

Contract lawyers, on the other hand, are experts. Let them do what they do best so you can do what you do best. 

Lawyer Contract Review Reason #3: Fight Fire with Fire

Contracts are usually a bit one-sided when they are first drafted. Whoever creates the first draft has their (or their client’s) interests in mind. That’s fair and makes sense, but it doesn’t mean you can’t do something about it. 

Hiring a contract attorney to review the document helps you balance the document so both sides win. The lawyer will be able to identify things that seem out of place and can recommend a change. They may also come up with ideas on what to add so the document is more reflective of your interests. 

Can you try to do these things without help? Sure. However, a fresh set of eyes from your attorney can make all the difference. It’s the same reason why authors hire editors, companies hire 3rd parties to perform market research, etc. 

So do you really need a lawyer to review business contracts? Yes – we protect your interests and help you avoid major problems down the road. 

Do you have a document you need to be reviewed? We’re here for you, click here to contact Von Esch Law today.

The Most Important Parts of a Business Plan

The Most Important Parts of a Business Plan

After working with a lot of clients over the years, we’ve determined the most important parts of a business plan. Even though it’s important the whole thing is done well, here are the areas we recommend spending a little extra time on. 

Executive Summary

This is commonly accepted as the most important part of a business plan. If you don’t have a good executive summary, you won’t draw the reader in. They won’t won’t be interested in reading the rest of the document, so you would’ve wasted a lot of time and effort drafting it. 

Your executive summary should include a few key things:

  • Purpose of the plan
  • Business name
  • Location
  • The services or products you offer

The balance here is having a short summary that also communicates what you need to. Get them excited about the opportunity they’re learning about. 

Company Description

This part of the business plan is where you can dive a bit deeper into your company. This helps the reader understand the business as a whole.

A few key elements here include:

Legal Entity – How is your business legally structured? Is it a sole proprietorship, partnership, LLC, S Corp or C Corp? 

Brief History – The reader doesn’t need to know every single thing your business has done over the last few months. But when was it started? What need was it created to fill?

Stakeholders – A stakeholder is anyone involved in the company. Suppliers, customers, employees, owners – they’re all considered stakeholders.

High-Level Goals – How big is the company going to grow over the next few years? How are you going to achieve that goal? 

Marketing Plan – You’ll get in more detail with this later. But what’s your overall marketing plan? How will you get new leads and reach new potential customers?

Again, this is all at a high level. You’re still warming up the reader and giving them an understanding of what you’re trying to do. 

Products and Services

This section may sound simplistic, but there’s more to it than you might expect. Yes, the point of this section is to explain what products and services you sell. But you also need to explain why they fill a need. 

For example, let’s say you offer a lawn mowing service. Why does your area need another one? How is your company different/better than the others? You need to be specific here. If you just say something generic like “we have the best people” or “we do the best job,” that’s not enough. 

The best way to do this is to get very specific. So instead of having a lawn mowing service that does anything and everything, maybe you just maintain the yards around office buildings. Or instead of doing landscaping for any residential home, you only do it for a certain high-end neighborhood. 

Other things to include in this section are your costs, suppliers, and prices. You need to prove that you’re able to actually make a decent profit. 

Financial Projections

Everything leads up to this section. This can make or break your business plan, as it needs to be appealing to investors. 

Don’t be unrealistic, but don’t be too conservative either. It takes time to get a business off the ground – investors understand that. But you still need to have something exciting enough that they’ll consider funding you. 

Need help with your business plan? Click here to contact Von Esch Law today!

Courtesy of Cuselleration

How to Start a Business in California

How to Start a Business in California

Want to start a business in California? The good news is it’s not as complicated as you might think. People do it every single day. As long as you go through these steps, you’ll be set up and ready to go in no time. 

Here are the basic steps to complete:

Step 1: Pick a Legal Structure

The first decision you need to make is how you want your company to be legally structured. Here are the four main structures you’ll see for small businesses:

  • Sole proprietorship
  • Partnership
  • Limited Liability Corporation (LLC)
  • Corporation

Each structure has its pros and cons, but we highly recommend making either an LLC or a corporation. The biggest advantage they have is security. Your personal assets are protected from loss in case of a lawsuit against the company. If you have a partnership or sole proprietorship, a lawsuit against the business can also come after your own personal assets.

Step 2: Pick a Name

The most important thing here is to make sure you don’t pick a name that’s already been taken – especially by a company in your industry. You can do a business name search for what you’re thinking and see if anything pops up. If not, you’re probably in the clear. If something does come up, dig a little more to see if they might be a competitor or if they are in a very different industry. 

Once you pick your name, make sure you buy the appropriate Internet domain address to go along with your growing business. 

Step 3: Create Your Business Identity and Get Permits

Now that you know your name and business structure, it’s time to register your business. If you’re a partnership or sole proprietor, you don’t need to register your business. If you go the LLC or corporation route, you’ll need to submit an Article of Organization or Article of Incorporation respectively. 

Once you’ve done that, it’s time to go more local. Register your business with your local city and county so they have a record. If your industry requires and permits or licenses to do the work, get those ASAP before you start getting too many questions about it. 

Step 4: Pick Your Location

Now it’s time to start narrowing in on your business location. Will you have a standalone building? Use a vacant space in a strip mall? Or just do everything online?

There’s no right or wrong answer. The truth is you never know if a location will do well or not. That doesn’t mean you can’t research though. In fact, it should make you want to do more research to better understand the market. 

Step 5: Set up for Taxes

Taxes are handled a little differently for each of the business structures. We recommend going through this step with an accountant who is used to working with small businesses. They’ll make sure it’s done right and you aren’t setting yourself up to lose (too much!) money. 

These are the first steps to starting a business in California. Not too bad, right? The good news is it’s relatively simple. The bad news is that it takes a lot of time and effort. We are here to help. 

Have any questions about starting a business in California? Contact us today!

Courtesy of Cuselleration

Here Are the Laws in California for Time Off During the Holidays

Thanksgiving will be here before we know it and it is important that we get the time we need with our family. This would be a great time to look over what your boss is obligated to as far as being accommodating to requests for vacation time during the holiday season. You should also look at the pay responsibilities if you do end up working on a holiday. Here are some things to think about when looking forward into the holidays.

1. Business owners in California are not mandated to let their employees get vacation time during the holiday season. There are no laws that state that employers need to provide time off. When employees go to work on Saturdays, Sundays, and the holiday season, they should be treated the same as regular business hours. Business owners don’t need to provide paid holidays and their business is able to close out on any holiday. 

2. Employers in California are not required by law to pay their employees vacation time on a holiday. They are also not mandated to pay additional money to employees who labor on a holiday. Business owners are also not required to pay their workers additional or holiday money for their labor that is worked on a holiday. It is the employer’s choice to pay their employees the extra money for the labor that is needed on a holiday. It needs to be in the company policy for this to take effect.

3. Business owners need to accommodate their employees who are not able to perform labor on specific holidays because of their religion. Business owners should be accommodating to their workers in regards to religion. The evaluation of this usually comes in a case by case basis and is based on the type of company and the request made by the worker. If the business owner’s way of doing things needs workers to be at work during a holiday, such as a movie theater, this needs to be written in the employee handbook. 

Click here to learn everything you need to know about disrimination in the workplace!

4. When the business owner pays for time off on a holiday, they don’t need to allow his or her employees to collect time off for the holiday. When or if the worker quits his or her job prior to the holidays, the business owner does not need to pay him or her for the time taken off. The business owner’s rules in regards to compensation needs to be stated in the handbook that the holiday pay benefit doesn’t become collected and that they need to be still employed with the business to receive it.

Do you have a question about holiday pay? Click here to contact Von Esch Law today!

Courtesy of Cuselleration

Everything You Need to Know About Racial Discrimination in the Workplace

Did you know that it’s illegal in the state of California for an employer to have discrimination toward an individual because of their ethnic background? People that are harassed or discriminated against an employee based on race could make a claim in opposition to his or her boss for the damages done.

1. Could a California employer decline to bring on an individual because of his or her ethnicity?

No, a business owner in California can’t decline to bring on an individual due to his or her ethnic background. Employment discrimination because of an individual’s race is a It is illegal in the state of California to discriminate in workplace because of an individual’s ethnicity.

It is not legal for a the business owner with five or more workers to single out a person based on ethnicity as seen under the California Fair Employment and Housing Act .

2. How can you discriminate against ethnic background?

Race discrimination usually occurs when you behave towards a person in a different manner than other due to the place she or she was born in, how he or she looks, or their race. Color, race and ethnicity could mean various things to different people. There is oftentimes a ton of overlap. But it is illegal in California to discriminate based on color, race or ethnicity.

Racial discrimination could also be incorporated with national origin discrimination. This happens when the employer treats a worker or job candidate badly because he or she comes from a certain nation or comes off as a certain ethnicity.

Ethnic background can be linked to cultural aspects based on where he or she grew up or where his or her relatives came from. This is the same as the definition of national origin under California law. National origin refers to a person’s place of birth or original heritage. The laws against race discrimination are not only limited to employers. These laws also apply to labor organizations and unions. These are prohibited from expelling, excluding or restricting membership to an individual based on color or race.

Assumed Ethnic Background

Race discrimination in the workplace is not legal even if the individual has made an error about the victim’s ethnicity. The California workplace laws against race discrimination based also applies to the ethnic background that is assumed. If the business owner happens to have made an error about the applicant’s race or color, it’s not a defense to discrimination against race.

An instance would be if an manager conducting an interview might choose not to hire the candidate due to not trusting Chinese people. The candidate was really a United States citizen, grew up in America to parents from South Korea.

If the applicant files a complaint against the employer for race discrimination, the fact that the employer has made an error about the applicant’s race is not a defense. The employer might still be in violation of workplace discrimination laws for any discrimination based on race.

Click here to learn why you need a lawyer to review your contract!

3. Can you be discriminated against by someone from the same race?

An employer could discriminate against someone from the same race. California’s employment discrimination laws are not based on the employer’s race but make any race discrimination not lawful.

Do you have a question about race discrimination in the workplace? Click here to contact Von Esch Law today!

Courtesy of Cuselleration

 

Why You Need a Lawyer to Prepare and Review Your Contract

Drafting a Legally Binding Agreement
A contract or legally binding could be verbal or on paper, but the most significant contracts are those that are signed by parties of two or more. Legally binding agreements are the core of your business and may be basic or sophisticated. Some instances of contracts include employment contracts, sales agreements, real estate purchase contracts, and confidentiality agreements.

The preparation of a legally binding agreement the action of writing out the conditions and terms to outline what both parties are obligated to do, in order to completely have an understanding of the agreement. Contracts can be drafted through any individual, but a lawyer is usually necessary to make a legally binding agreement that holds up and protects the parties.

How are the Contracts Prepared?
Legally binding agreements can be in various forms. The most common legally binding agreement is the standard form contract, otherwise known as the standardized agreement and is drafted by an individual of one of the parties. The alternative party can hardly argue the terms that are considered positive for them. Some examples of adhesion contracts tickets events, insurance policies, and apartment and housing leases.

What is a Contract Review?
An individual signing the contract will most likely cautiously review the contract or will have his or her attorney look over the contract. A contract review will make sure that you will have a full understanding of what you’re signing.

This is an important procedure to ensure that there will be rare contract disputes in the years to come. The initial piece of evidence that the court search for is the verbiage of the contract itself during a dispute. Both of the contract parties can make reference to the contract and point out what is expected of both parties if an issue were to occur.

A nicely written and well-understood legally binding agreement can lower the confusion between the two signers. Legal problems could happen if the agreement is not written clearly. For this reason, we suggest that you look through the agreement in and our or have one of our experienced attorney perform a complete evaluation of any contract prior to signing it.

Since legally binding agreements can be long and have become highly complicated, many individuals usually skim and skip through the content and do not really have the knowledge of what he or she are agreeing to. Having a qualified business lawyer evaluate your agreement or contract draft might save you from expensive legal woes in the future.

Click here to learn sexual harassment laws in California!

Should You Hire a Lawyer to Help with Writing the Contract and Reviewing It?

You need to prepare and understand your contract. This can be a complicated journey. It might be the best decision to speak to our experienced business lawyers.

Our experienced business attorneys will help you from beginning to end through the contract writing and reviewing process and safeguard you against anything that can go wrong. We will also help avoid other problems with the law that come up from an incorrectly drafted contract and support you in court, if needed.

Do you have a question about contract preparation and review? Click here to contact Von Esch Law today!

Courtesy of Cuselleration

Your Guide to Sexual Harassment Laws in California

If you have been harassed sexually while you are work, you’re most likely not alone in this. According to one current of the EEOC studies, twenty five percent of women and twenty percent of men have been sexually harassed on the job.  

One only has to watch the news channels or do a search of the “me too” hashtag to discover a large number experiences of disturbing behavior, much of which have lead to sexual harassment inside the workplace.

Quid Pro Quo Harassing

This is a Latin originated term that means this for this or this for that. The term means the idea of exchanging something. In this case, quid pro quo harassment happens when a colleague conditions your continued employment, hiring, benefits or position promotion on submitting to desired sexual acts or some other kind of sexual advance. This type of harassing can be meant as threatening. Quid pro quo sexual harassment is seen as extreme enough that just one occurrence make the company liable.

Hostility While at Work

This type of sexual harassment happens when the sexual harassment act is so prevalent or extreme that it interrupts your work flow, changes the condition of your workplace or frequently offends you. It is possible to experience hostility even if the act isn’t even directed towards you.

Just one act of harassing someone sexually might be severe enough to be illegal. The acts that are less extreme might also become so pervasive that it becomes unlawful, even if the single incident on its own wasn’t particularly offensive or hostile. The legal test of whether or not something qualifies as a hostile work environment sexual harassment includes both objective and subjective components.

Who will be liable for sexual harassment claims in California?

Under the California law, an employee who is the perpetrator of the sexual harassment is personally liable for damages to their victim regardless of whether or not the employer was aware or should have known about the harassment.

Employers are held strictly liable if the sexual harassment was at the hands of a supervisor or if the perpetrator of the harassment was the employer. This means that if the harassment was perpetrated by the supervisor, the employer is responsible for the victim’s damage whether or not the employer was aware or should have known about it and regardless of whether or not they took corrective action.

Click here to learn how to protect yourself from business fraud!

While some interpretations of California sexual harassment can evoke some uncomfortable laughs, sexual harassment is very far from a laughing matter and could cause serious trauma for its victims. This also does not stop harassers from claiming the offending behavior was just a mere joke. In few cases cases, it might actually be the perpetrator’s misguided intention to be funny.  But it is not just the harasser’s intent that matters. It’s how an objective person would react and the impact of that behavior that results in whether or not the behavior constitutes sexual harassment. 

Do you have a question about sexual harassment laws in California? Click here to contact Von Esch Law today!

Courtesy of Cuselleration

4 Ways to Protect Yourself From Business Fraud

Every company is susceptible to fraud. This is largely because there are so many different kinds of fraud.

Cybercriminals adapt their ways almost as quickly as cyber security firms make new products and services. It is almost impossible to protect against every type of attack.

1. Secure Your Accounts

Have you not made a different credit card or bank account for your personal life and business? You need to do this as soon as possible. If a hacker gets hold of a single account, he or she will gain entrance to other account. You need to evaluate your security systems when it comes to banking online and make sure that you are able to automatically log out. You need to create a monitored reimbursement expense policy for your team members and hold on to it. Make sure that your credit card provider is fraud protected since you are giving your credit card numbers to your employees.

2. Safeguard your computers

Computer hackers are trying to get in to your computer. You will need a firewall to secure the information that your business has. Software that blocks viruses can assist you in helping detect breach of information as well. Look for cyber security vendors that fit all of your needs. Your team members also need to create passwords that are difficult to hack into. Your employees will need to switch up their login information every sixty to ninety days.

Click here to learn pregnancy protection laws in California!

3. Do an employee background check

While you are increasing your employee count, you will need to find people who you can trust. You shouldn’t rely on references on their resume. You need to do a deep background check on everyone you let in. Some businesses could bring this service to you. It costs only thirty to fifty dollar for one report. You can filter out your candidates and run a background check right before you decide who to bring on your team. You will also need to ask permission before doing the background check.

4. Make a protected entrance

A protected entrance system could prevent people who you don’t want to give access to. Some key-card systems bring out clock-in and clock-out records of a worker’s entrance and exit from your office.

Management can also limit access to specific areas to certain people. For example, you could use a key card system to only let the tech managers inside the server room. Limiting the access to sensitive areas will keep you and your business safer.

Do you have a question about business fraud in California? Click here to contact Von Esch Law today!

Courtesy of Cuselleration

Workplace Pregnancy Protection Laws in California

California law brings significant protection for pregnant employees.  In addition to prohibiting discrimination or harassment in regards to pregnancy status, the law California requires an employer to allow an employee disabled by childbirth, pregnancy or related medical conditions to take a leave of absence and to maintain her health insurance during the pregnancy leave.  It also mandates the employer to provide other forms of reasonable accommodation as necessary. The requirements to the pregnancy discrimination regulations that took effect seven years ago expanded the protections in several regards, including an expanded definition of the conditions that might render a woman disabled by pregnancy and the extension of protections to employees perceived as pregnant or disabled by pregnancy even if she is not actually pregnant.

The depth of protection for pregnant employees under the California law presents a challenge for companies and creates a number of varied issues and legal claims.  But one aspect of these laws that causes or contributes to some of the issues related to pregnancy we see has to do with a fundamental aspect of the laws that does not get a lot of discussion:  To stay compliant with the laws and avoid claims for pregnancy discrimination, an employer needs to have common sense.

Click here to learn the basic understanding of workers compensation laws!

If a pregnant woman is unable to perform the essential functions of her job, the employer is mandated to treat her as a temporarily disabled employee. This means that the employer must make the same accommodations as it would for an employee who cannot perform some or all of his or her job functions due to a temporary disability. This might include changing some of the job functions, having the pregnant employee do alternative functions or offering the employee paid or unpaid leave.

Employers aren’t required to give pregnant employees preferential treatment. Their duty is to treat them equal to other employees and not to discriminate against them in any employment decisions because of the pregnancy. Employers are allowed to terminate pregnant employees for excessive absences from work, even if those absences were caused by reasons related to pregnancy.

California law requires that an employer does not act on those assumptions but to instead handle each situation as unique and not one in which the employer’s history might repeat itself. To many businesses and managers not as familiar with California law, making decisions that ignore experiences in the past and common sense may seem bad for business. But in dealing with issues related to pregnant employees, employers need to in some extent ignore what has happened in the past with pregnant employees and resist making decisions based on what it expects to happen no matter how likely the outcome will be predicted. A busy manager concerned about staffing and meeting the needs of the company might understandably find it hard to do so.  But even an absence of any hostility toward the pregnant employee and a singular focus on preparing for the very real possibility that the pregnancy and the employee’s plans after pregnancy will adversely affect business will not necessarily protect the employer. When dealing with pregnancy topics in the workplace, good intentions and reliance on past experience might not provide a defense.

Do you have a question about pregnancy laws in the workplace in California? Click here to contact Von Esch Law today!

Courtesy of Cuselleration