Tariff R&Ws have become standard in M&A deals involving import-dependent businesses. Common reps: classifications accurate, FTA preferences valid, no pending CBP/CBSA matters, recordkeeping compliant. Survival periods 18-24 months. Materiality scrapes apply for damages calculation.
This guide covers Tariff Representations and Warranties in M&A. M&A and corporate transaction tariff work supports buyers, sellers, and ongoing portfolio operations.
Practical implementation depends on company size, sector, and operational structure.
Common tariff reps
Classifications accurate; FTA preferences valid; no pending audits; recordkeeping complete; no Section 1592 violations.
Disclosed exceptions
Identified compliance issues disclosed in disclosure schedule. Buyer accepts disclosed; recovers for undisclosed.
Survival periods
18-24 months for general reps. Specific reps (fundamental, tax, etc.) may have longer survival.
Materiality scrapes
Aggregate damages threshold for indemnification. Ensures small issues do not trigger indemnification.
Frequently asked questions
When does this apply?
Most relevant for SMB importers in the named sector or facing the named situation.
What documentation matters?
Standard CBP forms, supplier certificates, BOM analysis, and topic-specific records.
What is the timeline?
Initial assessment 2-4 weeks; full implementation 8-16 weeks depending on scope.
What does this cost?
Project work $5,000-$25,000 depending on complexity. Ongoing retainer for active operations.
How do I begin?
Book a 15-minute scoping call. We confirm fit before any engagement.
Get started
Engage on PE / M&A tariff work. DD Snapshot $8-15k; portfolio review priced separately.