• videocam On-Demand Webinar
  • signal_cellular_alt Intermediate
  • card_travel Corporate Law
  • schedule 90 minutes

Commercial Contracts Under the New Section 301 Tariffs: Allocating Costs and Supply Chain Risk

Pricing and Pass-Through Clauses, Performance Defenses, Sourcing, and Refund Rights

About the Course

Introduction

This CLE webinar will examine the challenges posed by new tariff-related costs and supply chain issues under the recently enacted Section 301 tariff program. The panel will cover how existing contract terms may implicate new duties and affect pricing, performance, sourcing, termination, and refund rights. The panel will also discuss altering counsel strategy for drafting and negotiating future agreements.

Description

The new Section 301 tariffs create immediate challenges for companies that import, distribute, or buy/sell goods from abroad. The new duties are imposed when goods enter the United States. However, the parties may disagree over who bears the increased cost and whether a supplier may pass that cost on to customers.

The answer often depends on the language within the agreement. Counsel must plan and conduct a thorough review of existing provisions covering pricing and pass-through, taxes and duties, notice/documentation requirements, and related rights. 

If expanded duties make contract performance more expensive or disrupt an established supply chain, parties may invoke change-in-law clauses, force majeure provisions, hardship language, and UCC Section 2-615. Whether those mechanisms can offer any relief or remedy will turn upon the agreement language, the nature of the disruption, and any steps taken to avoid or mitigate impact. Future agreements must contemplate tariff risk directly, without relying on mere boilerplate. 

Listen as our authoritative panel navigates the impact of the new Section 301 tariffs on existing and future commercial agreements, including performance of existing contract reviews, responding to tariff-related disputes, and best practices to allocate future supply chain risks.

Presented By

Gregory Husisian
Partner
Foley & Lardner LLP

Mr. Husisian is a partner and litigation attorney with Foley & Lardner LLP. He is chair of the firm’s International Trade and National Security Practice, focusing on both international trade and international regulatory issues. Before entering private practice, Mr. Husisian clerked for the Honorable Jerry E. Smith of the Fifth Circuit Court of Appeals. 

Leah R. Imbrogno
Partner
Foley & Lardner LLP

Ms. Imbrogno assists corporate clients, specifically manufacturing and automotive companies, throughout all phases of complex commercial litigation, mediation, arbitration, and international arbitration. She has successfully litigated and tried cases in state and federal courts, the American Arbitration Association and the Singapore International Arbitration Centre. Ms. Imbrogno has substantial experience in breach of contract, supply chain, warranty, recall and products liability litigation, as well as in defending manufacturers against class actions and managing trade secret claims and shareholder disputes. She is a frequent author and presenter on supply chain and other contract issues.

Vanessa L. Miller
Partner
Foley & Lardner LLP

Ms. Miller is a litigation partner with Foley & Lardner LLP and Chair of the firm’s national Automotive Team, as well as on the advisory committee of the firm’s Manufacturing Sector. She served as a former chair of the Detroit office’s Litigation Department. Ms. Miller's practice focuses on a wide array of supply chain disputes, including breach of contract and warranty claims, automotive supply chain issues and maintaining continuity of supply, defending manufacturers against class actions, trade secret misappropriation claims and business torts. Recognized as a nationally ranked top lawyer by Chambers for Transportation: Road (Automotive) for the past two years, showcasing her deep expertise and leadership in the field.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, September 24, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. New Section 301 tariff framework

A. Rates, covered countries, exemptions, implementation, and legal challenges

II. Identifying tariff exposure

A. Classification, country of origin, importer of record, and customs documentation

III. Allocating tariff costs under existing contracts

A. Pricing, pass-through clauses, taxes and duties, Incoterms, notice, and substantiation

IV. Performance and supply chain disruption

A. Delays, alternate sourcing, substitutions, change in law, force majeure, and UCC 2-615

V. Claims, remedies, and refund rights

A. Renegotiation, termination, damages, indemnification, exclusions, and refunds

VI. Drafting and negotiating future agreements

A. Tariff triggers, adjustment formulas, thresholds, caps, reopeners, sourcing flexibility, and audit rights

VII. Practical takeaways and questions

The panel will address these and other key issues:

  • How the new Section 301 framework affects tariff exposure and contract administration
  • Which contract provisions determine whether suppliers or customers bear increased duties
  • When tariffs may support price adjustments, termination, or performance defenses
  • How classification, origin, sourcing changes, and exemptions affect contractual rights
  • How to draft pass-through, reopener, documentation, refund, and flow-down provisions