Trade Documents
Sales Contract Basics
Export sales contract essentials — parties, specs, Incoterms, payment, inspection, and dispute clauses.
Written contract binds price, quality, delivery, payment, and governing law — PI alone is weak protection.
Parties and Subject
Legal names, addresses, product description, specifications, standards (AQL), quantity, unit price, total amount, currency.
Delivery Terms
Incoterms® 2020 named place, shipment window, partial shipment allowance, packaging and marks.
Payment Clause
Cross-reference payment method guide — L/C number timeline or T/T schedule, bank details, late penalties.
Inspection and Claims
Pre-shipment inspection (SGS/Intertek), claim window after arrival, defective goods remedy (replace, credit, refund).
Law and Disputes
Governing law, arbitration (CIETAC, ICC, SIAC), force majeure, confidentiality, IP if OEM.
Examples
OEM
Contract assigns mold ownership and bans seller reuse of buyer design.
Ambiguity
"Payment before shipment" without method — dispute T/T vs LC.
FAQ
- Contract vs PI?
- PI is offer step — signed contract governs disputes.
- English or bilingual?
- Common English or bilingual with governing language clause.
- Purchase order enough?
- PO + acceptance may form contract — export often uses formal sales contract.
- E-signature valid?
- Many jurisdictions yes — use trusted platform.
- Amend by email?
- Dangerous — use signed amendments.
Conclusion
Sign contract before LC open or large T/T. Link Payment Terms for Export and Incoterms and Payment Terms.