International Contracts: A Practical Checklist

An international commercial contract should explain how a cross-border business relationship will work in practice. Before signing, test the document against the proposed transaction and the records your team will actually produce.

1. Confirm the parties and authority

Check the contracting entities, registration details and addresses. Establish who can sign, whether an intermediary acts for itself or another business, and whether a guarantee or other security needs separate documentation.

2. Make performance measurable

Describe the goods or services, quantities, specifications, milestones and delivery requirements. Set out how inspection and acceptance work, how defects are reported and who approves changes. Resolve inconsistencies between quotations, purchase orders, specifications and standard terms.

3. Connect payment to clear events

Specify price, currency, taxes, invoicing requirements and payment triggers. Consider security and the consequences of late payment. Where payment depends on acceptance or documents, ensure those requirements are achievable and consistent with the commercial timetable.

4. Separate delivery risk from ownership

For goods transactions, identify the agreed Incoterms® rule, precise named place or port and version, such as Incoterms® 2020. Check that the rule suits the transport arrangements. Incoterms address delivery responsibilities, risk and costs; they do not determine ownership transfer or replace payment and dispute provisions. Address those separately. ICC — Introduction to Incoterms® 2020 Where insurance is required, assess the actual policy wording and transaction; a contractual insurance clause alone does not establish cover.

5. Review governing law and dispute resolution

Treat the applicable law and the chosen court or arbitration arrangements as separate decisions. Consider where a decision may need enforcement. For international sales of goods, assess whether the CISG applies, taking account of its scope and relevant declarations. Do not assume that choosing a national law automatically excludes it; address any intended exclusion clearly. UNCITRAL — Legal Guide to International Commercial Contracts, paragraph 29

6. Make notices and remedies usable

Identify the required notice method, recipients and contractual triggers. Review inspection, complaint and claim requirements alongside applicable law. Assess suspension, termination, liability limits and other remedies in context, rather than assuming every breach permits an immediate exit.

7. Plan the evidence

Keep the signed contract, incorporated terms, approvals, delivery records, acceptance documents and payment correspondence together. Assign responsibility for monitoring performance and escalating problems. A clear contract is most useful when the operational team can follow it.

General information only; the appropriate approach depends on the contract, facts and applicable law.

Related service: Contracts Law