When signing an export trade contract, it is crucial to clearly define key clauses and design risk-prevention mechanisms. Below are the core elements of the contract and risk-control strategies:

The Ten Key Clauses That Must Be Clearly Defined

1. Information of Both Parties

• Full legal name of the enterprise, registered address, legal representative, and contact information—to prevent performance disputes caused by ambiguous contracting parties.

2. Product Description

• Specifications: Material, dimensions, color, model (avoid vague wording such as “deliver as per sample”).
• 品質基準: Cite international standards (e.g., ISO), industry standards, or the buyer’s technical agreement, and specify the inspection method (e.g., SGS sampling inspection).

3. Price Terms

• Clearly specify the unit price, total price, and currency (it is recommended to agree on how exchange-rate fluctuation risks will be shared).
• 貿易用語: Adopt the latest Incoterms? (e.g., FOB Shanghai, CIF Rotterdam, etc.) to define the points where costs and risks are transferred.

4. Payment Methods

• For wire transfer (T/T), specify the advance payment ratio (recommended ≥30%) and the final payment deadline (e.g., within 3 working days after the bill of lading).
• The letter of credit (L/C) must specify the issuing bank’s qualifications, the presentation period, and the exclusion of soft clauses (such as “payment against delivery” clauses).

5. Delivery Time and Method

• Be precise to the day (e.g., “arrive at port before November 30, 2024”) and avoid vague wording such as “deliver as soon as possible.”
• Logistics Responsibility: appoint the carrier, set transshipment terms (e.g., partial shipments allowed), and allocate demurrage charges.

6. Packaging and Labeling

• Moisture-proof/anti-shock standards (e.g., IP67 waterproof packaging required for exported electronic products).
• Mandatory labeling for the destination country (e.g., EU CE marking, Arabic instructions for the Middle East).

7. Quality Inspection and Claims

• Third-party inspection agencies (e.g., BV, CCIC) and inspection timing (7 days before shipment).
• Claim period (e.g., within 30 days after arrival at the port) and compensation cap (e.g., 15% of the contract value).

8. Intellectual Property Provisions

• The buyer shall undertake not to infringe any third-party patents or trademarks, and liability for any infringement shall be allocated as agreed.

9. Force Majeure

• Define the scope (war, strikes, natural disasters, etc.), specify the notification deadline (within 5 days after the occurrence of the event), and the conditions for termination.

10. Dispute Resolution

• Prioritize stipulating arbitration (e.g., through the Singapore International Arbitration Centre) to avoid the high costs of cross-border litigation.

Five Major Risk Control Strategies

1. Payment Risk

Countermeasures：

• New customers adopt "30% deposit + 70% payment against copy of B/L";
• Large orders are settled using a standby letter of credit (SBLC) or covered by export credit insurance.

2. Performance Risk

Countermeasures：

• Include a liquidated damages clause (e.g., 0.1% of the contract amount per day for delayed delivery);
• Reserve the right to unilaterally terminate the agreement (e.g., if the buyer fails to make payment for more than 30 days).

3. Legal Risk

Countermeasures：

• The governing law of the contract shall be that of a neutral third country (e.g., English law);
• Exclude any "long-arm jurisdiction" clause applicable in the buyer's location.

4. Exchange Rate Risk

Countermeasures：

• Use cross-border RMB settlement;
• Enter into a foreign exchange forward contract to lock in the exchange rate.

5. Logistics Risk

Countermeasures：

• All Risks + War Risks;
• High-value cargo is equipped with GPS tracking devices.

Three Key Points for Contract Review

1. Clause Consistency: Verify that the contents of the commercial invoice, bill of lading, and letter of credit match the contract to avoid refusal of payment due to “discrepancies in documents.”
2. Accountability commensurate with authority: Avoid unilateral disclaimers of liability (e.g., “the buyer unconditionally accepts the goods”).
3. Compliance Review: Ensure the product complies with the technical regulations of the destination country (e.g., FCC certification for the United States, PSE certification for Japan, etc.).

結論

A rigorous export contract must balance legal precision with commercial flexibility. Companies are advised to adopt a “template contract + tailored clauses” model, designing risk contingency plans for different markets and customer tiers, and—when necessary—engaging foreign-related counsel to review critical provisions. Systematic risk management can reduce the probability of trade disputes by more than 70%. Finally, may your export journey be smooth and successful!