Choices a cross-border contract has to make
The first questions are which country's law governs and where disputes will be heard. For sales of goods between businesses in different countries, the UN Convention on Contracts for the International Sale of Goods may apply automatically unless the contract excludes it, and many parties are surprised to learn that. Trade terms such as Incoterms allocate delivery and the point at which risk passes, but they do not settle when ownership transfers or how payment works. Payment security is a separate negotiation, whether through letters of credit, documentary collections, or open account terms backed by credit insurance. Export controls, sanctions screening, and customs classification can affect whether a shipment is lawful at all, regardless of what the parties agreed.
What to collect before drafting
Gather the purchase orders, quotes, and general terms each side has exchanged, because conflicting standard terms are a common source of later disputes about which conditions apply. Know the exact legal entity on the other side and where it holds assets. Product specifications, inspection procedures, and warranty expectations should be written down in a form both sides accept. Licenses or classifications for controlled goods or technology belong in the file before anything ships. If the deal involves a distributor or agent, the termination rules of the other country can matter, since some jurisdictions give local agents rights that a contract cannot easily remove.
Decisions we make with you
Early on, we work out the governing law, the dispute forum, and how a judgment or award would actually be enforced against the other party. International arbitration is often chosen because arbitral awards are enforceable in many countries under a widely adopted treaty, while recognition of a foreign court judgment varies considerably. We also look at language, since a contract signed in two languages needs a clause saying which version controls. Currency, tax withholding, and the allocation of tariffs and duties are worth deciding in advance rather than leaving for the first invoice. If a dispute has already begun, the analysis turns to which forum is available and where the other party's assets sit.
