Unknown to your company, Seller's quality control system includes software that uses strong encryption. Scenario One Seller accepts an order over your exchange to sell its quality control system to Buyer, whose principal place of business is in Canada and with a delivery address in Cuba. Your company, as a result of a screening program run every evening, identifies the delivery address as being in Cuba and notifies Seller that there may be U.S. Export Control issues and that Seller may wish to consult its counsel. Seller decides not to fulfill the order to Buyer. Buyer then purchases a similar product from a Canadian company at twice the price.
Buyer wants to recover the difference in price.
In the first scenario, the potential issue is one of regulatory liability given that Cuba is currently an embargoed country under U.S. Export Control regulations. From a legal perspective you will want to obtain contractual indemnity from the Seller and Buyer for any breaches of law, such as U.S. Export Control regulations. Additionally, you may want to institute procedures that require sellers to affirmatively demonstrate that they have proper procedures in place to avoid breaches of U.S. Export Control regulations. This type of practical solution needs to be tailored to your business model and also needs to ensure that as a result of these extra precautions and information you do not attract any additional statutory liability or implied warranties should breached occur. The second scenario raises the possibility of you being liable to the Buyer for the difference in price.