Import Export Agreement Template

In plain language: Identifies the exporter and importer as legal entities, describes the goods by product name, HS code, and specifications, and confirms the contract covers the transaction described.

Common mistake: Using a trade name instead of the registered legal entity name — this creates ambiguity about which entity is liable and can complicate customs declarations, insurance claims, and dispute enforcement.

In plain language: States the unit price, total contract value, transaction currency, and agreed quantity or volume — and specifies which Incoterms rule the price is calculated on.

Common mistake: Omitting the Incoterms rule and named place from the price clause — without this, the parties dispute who bears freight, insurance, and duties when costs deviate from budget.

In plain language: Specifies how and when the importer pays — letter of credit (LC), telegraphic transfer (TT), or open account — including the timing, bank details, and documentary conditions that trigger payment.

Common mistake: Allowing open-account payment terms (pay after receipt) on a first-time cross-border transaction without credit insurance — if the importer defaults, recovering payment internationally is slow and expensive.

In plain language: States the agreed Incoterms rule, the named port or place of delivery, the latest shipment date, the carrier or freight forwarder responsible, and the required shipping documents.

Common mistake: Specifying FOB but failing to name the exact port — 'FOB China' is not a valid Incoterms designation and creates a dispute over risk transfer if goods are damaged in transit to the loading port.

In plain language: Allocates responsibility for marine cargo insurance between the parties based on the agreed Incoterms rule, and specifies the required coverage level and named insureds.

Common mistake: Relying on the carrier's liability for cargo loss under FOB terms without arranging independent marine insurance — carrier liability under the Hague-Visby Rules is typically capped at a low per-package amount far below the goods' value.

In plain language: Allocates responsibility for export and import customs clearance, applicable duties and taxes, and regulatory compliance — licenses, permits, and product certifications — in each country.

Common mistake: Using DDP Incoterms without verifying the exporter is registered for VAT/GST in the destination country — unregistered exporters cannot legally act as importer of record in most jurisdictions, making DDP delivery impossible.

In plain language: Defines when and how the importer may inspect goods, the inspection standards that apply, the process for rejecting non-conforming goods, and the exporter's liability for defects.

Common mistake: No pre-shipment inspection clause on a first order from a new supplier — quality defects discovered at the destination port result in goods already in customs with no practical ability to reject them without major cost.

In plain language: Warrants that the goods comply with all applicable product safety, labeling, and technical standards in the destination country, and confirms neither party is subject to trade sanctions or export controls.

Common mistake: No sanctions screening clause — if either party is later found to be on a sanctions list, the non-screened party can face criminal penalties and license revocations regardless of its intent.

In plain language: Excuses a party from performance when an unforeseeable event beyond its control — war, natural disaster, port strikes, pandemic — prevents or delays shipment or payment.

Common mistake: Omitting a termination right after a defined duration — without it, a party can be indefinitely suspended in a Force Majeure state, unable to source from alternatives or claim damages.

In plain language: Specifies the legal system that governs the contract, the language of proceedings, and the arbitration rules and seat for resolving disputes — critical for enforceability in cross-border contexts.

Common mistake: Choosing the courts of one party's home country instead of neutral arbitration — court judgments from one country are rarely enforceable in the counterpart's jurisdiction, making litigation an expensive dead end.

An import-export agreement is a legally binding contract between an exporter (seller) and an importer (buyer) that governs an international sale of goods. It specifies what goods are being sold, the agreed price and currency, which Incoterms 2020 rule applies, how payment will be made, who arranges shipping and insurance, who handles customs clearance and duties, and how disputes will be resolved. It is the foundational document for any cross-border goods transaction.

The right Incoterms rule depends on the commercial arrangement and each party's capability. FOB (Free On Board) is the most commonly used rule for ocean freight — the seller loads goods on the vessel and risk transfers to the buyer at that point. CIF (Cost, Insurance, and Freight) is preferred when the seller has better access to competitive freight rates. DDP (Delivered Duty Paid) places maximum obligation on the seller and is increasingly used in e-commerce but requires the seller to be able to clear customs in the destination country. Always specify the exact named port or place alongside the Incoterms rule.

An irrevocable documentary letter of credit (LC) is generally the safest payment method for new cross-border trading relationships because it protects both parties — the exporter is guaranteed payment if documents comply, and the importer is guaranteed that funds are only released against the required shipping and quality documents. Telegraphic transfer (TT) in advance protects the exporter but not the importer. TT against documents is a middle ground but relies on the importer's bank integrity. Open account is the riskiest for exporters but common between established partners with strong credit relationships.

Responsibility for customs duties is determined by the agreed Incoterms rule and any additional clause in the agreement. Under FOB, CIF, and most rules except DDP, the importer is responsible for import customs clearance and all import duties, VAT, and levies in the destination country. The exporter is responsible for export customs clearance and any export duties in the country of origin. Under DDP, the exporter bears all costs and risks including import duties in the destination country. Always confirm the specific allocation in the customs clause regardless of the Incoterms rule chosen.

Yes — specifying governing law is essential in cross-border contracts. Without it, courts will apply conflict-of-law rules to determine which country's law governs, and the outcome can be unpredictable. English, New York, Singapore, and Swiss law are commonly chosen for international trade contracts because they are well-developed commercial law systems recognized by courts and arbitral tribunals worldwide. The governing law clause should be paired with an arbitration clause — not a domestic court clause — to ensure any award or judgment is enforceable internationally.

Court judgments from one country are rarely enforceable in another country without a bilateral enforcement treaty — which many trading partners do not have. Arbitral awards, by contrast, are enforceable in over 170 countries under the 1958 New York Convention, making actual recovery practical. Arbitration also offers neutrality (neither party's home courts), confidentiality, and the ability to choose arbitrators with trade expertise. For international trade disputes, ICC, SIAC, and LCIA arbitration are the most widely used institutional frameworks.

Yes. The CISG automatically applies to contracts for the sale of goods between parties whose places of business are in different countries that have ratified the Convention — currently over 90 countries including the US, most EU members, China, and Canada. The CISG governs formation, obligations, breach, and remedies unless the parties expressly exclude it. Most international trade lawyers recommend explicitly stating whether the CISG applies or is excluded, because its default rules on risk of loss, inspection, and rejection differ from domestic sales law in ways that can surprise non-specialist drafters.

Before executing the agreement, the exporter should confirm whether the goods are subject to export controls under the applicable national regime — the US Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), or EU Dual-Use Regulation, for example. Goods with a nonzero Export Control Classification Number (ECCN) or that are on the US Munitions List may require a license before export to certain destinations or end users. Both parties should also screen each other against OFAC, EU, and UN sanctions lists. Violations carry criminal penalties and can result in permanent denial of export privileges.

A well-drafted template can cover most standard cross-border goods transactions, but country-specific adjustments are often needed. Some jurisdictions require contracts in the local language, impose specific mandatory terms, or restrict certain payment methods. Import licensing requirements, product certification standards (CE mark, FDA registration, CFIA approval), and customs valuation rules vary significantly. For repeat trade with the same country, it is worth having a local trade lawyer review the standard template once to flag any mandatory jurisdiction-specific clauses.

The core documents that should be referenced in or attached to the agreement are: a Schedule A describing goods specifications and quantity, a Schedule B listing required regulatory licenses and certifications, the pro forma or commercial invoice confirming price and Incoterms, the bill of lading or airway bill, the certificate of origin, the packing list, any inspection certificate, and — where an LC is used — the LC terms. Aligning the document list in the agreement with the LC documentary requirements prevents the most common cause of payment delay: document discrepancies.