Legal Disclaimer
This guide is for educational purposes only and does not constitute legal advice. Always consult a qualified trade lawyer before signing international contracts.
Essential Contract Clauses
Parties & Definitions
CriticalFull legal names, addresses, registration numbers of buyer and seller. Define key terms used throughout the contract.
Product Specifications
CriticalDetailed description: quality grade, HS code, dimensions, weight, packaging, labeling requirements. Reference attached spec sheets.
Price & Incoterms
CriticalUnit price, total value, currency (USD/EUR), Incoterms 2020 term (FOB, CIF, etc.), what's included/excluded.
Payment Terms
CriticalMethod (LC, escrow, T/T), timing (advance %, balance on shipment), bank details, late payment penalties.
Delivery Schedule
CriticalProduction lead time, shipment date, port of loading/destination, partial shipments allowed or not.
Quality & Inspection
CriticalInspection rights (pre-shipment), AQL standards, third-party inspector, who bears inspection costs.
Force Majeure
Events beyond control (war, pandemic, natural disaster, port closure, government embargo). Notice period and consequences.
Warranty & Claims
Defect notification period (typically 7-30 days), remedy options (replacement, credit, refund), evidence requirements.
Intellectual Property
Who owns product designs, trademarks, packaging artwork. Non-disclosure obligations.
Dispute Resolution
CriticalNegotiation → Mediation → Arbitration (ICC, LCIA, OHADA). Governing law choice. Arbitration seat.
Termination
Grounds for termination (breach, insolvency), notice period, consequences (return goods, settle payments).
Governing Law
CriticalWhich country's law governs the contract. Typically seller's country for commodity contracts, or neutral jurisdiction.
Ex Works
Buyer collects from seller's premises. Buyer handles everything.
Free On Board
Seller delivers to port. Risk transfers when goods are on the vessel. Most common for African exports.
Cost, Insurance & Freight
Seller pays freight and insurance to destination port. Popular with first-time buyers.
Delivered Duty Paid
Seller delivers to buyer's door, including customs and duties. Rare in African trade.