Terms that matter more across borders
In a domestic sale, many gaps in a contract are filled by familiar state law. Across borders the starting point can differ: the United Nations Convention on Contracts for the International Sale of Goods often applies automatically to sales between businesses in countries that have joined it, including the United States and Korea, unless the contract excludes it. Standard delivery terms decide when risk passes and who arranges shipping and insurance, but they do not by themselves settle when title passes or who acts as importer of record. Payment terms, whether open account, a letter of credit, or a deposit, shape how much leverage each side has if something goes wrong. Choice of law and forum clauses deserve as much attention as the price.
Tariffs, sanctions, and changing rules
Recent years have shown how quickly duty rates and trade restrictions can change, and contracts written for stable conditions often say nothing about who absorbs a new tariff. Price adjustment clauses, duty allocation language, and force majeure or hardship provisions now carry real weight, and how a court or arbitrator will read general force majeure wording is hard to predict. Some tariffs were struck down by the Supreme Court in early 2026 and the refund process has been developing, which raises a further question of who is entitled to a refund when one party paid the duty and the other bore the cost. Export controls and sanctions can also prohibit performance outright, and the contract should say what happens then. Preferential duty claims under government trade agreements depend on origin documents the supplier provides, so cooperation duties belong in the contract too.
Reviewing or negotiating the deal
We read the agreement with the actual supply chain in mind: where goods are made, how they ship, who clears customs, and where payment comes from. We look closely at dispute resolution, because an arbitration award can often be enforced in many countries, while a court judgment may be harder to enforce abroad. If a dispute has already started, we review notices the contract may require and any limitation periods. We also coordinate with counsel in the other country when local law will govern part of the relationship. The aim is a contract that reflects how the business actually operates.
