An international trade contract is an agreement between parties from different countries for goods or services. In our practice, we see the same mistakes recurring time and again. Things often go wrong because standard Dutch agreements are indiscriminately reused for foreign countries. Five targeted adjustments prevent the vast majority of the disputes we handle. Anyone familiar with these errors can completely avoid them with just a few hours of legal work.
What is the legal problem?
International contracts are often concluded under time pressure using templates that do not align with international reality. Standard texts lack choice of law, handle Incoterms awkwardly, and contain general terms and conditions that have no effect outside the Netherlands. In the event of a dispute, all these omissions surface at once. The consequence is legal uncertainty, lengthy proceedings, and substantial damage claims that could easily have been avoided with proper contractual preparation.
What does the law say?
The Rome I Regulation (593/2008) governs choice of law; Brussels I-bis (1215/2012) governs choice of forum and international enforcement within the EU. The Vienna Sales Convention (CISG) applies automatically on the basis of Article 1 CISG and must be explicitly excluded under Article 6 CISG. Incoterms 2020 are ICC trade rules that only apply upon express reference. For the validity of general terms and conditions, Articles 6:233 and 6:234 of the Dutch Civil Code apply; in Germany, Section 305 BGB.
The Hague Convention on Choice of Forum (2005) and the Hague Convention on Judgments (2019) strengthen international enforcement for parties outside the EU.
What risks do companies face?
The five most common errors are: missing choice of law, missing choice of forum or arbitration clause, unclear Incoterm choice, unenforceable general terms and conditions, and non-excluded Vienna Sales Convention. Additional errors: no sanctions clause, awkward force majeure, no indexation in long-term contracts, unclear payment security. Consequence: unexpected jurisdiction, higher claims, bad debts, and reputational damage among end customers.
Practical example from our practice
We advised a Dutch equipment supplier in a dispute with a French customer. The contract referred to Dutch general terms and conditions that had never been translated or provided. The French court ruled that the terms had not been accepted under Article 1119 of the French Civil Code. The limitation of liability lapsed. The full consequential damages of 1.1 million euros were borne by the supplier. With a bilingual contract and proper implementation prior to the quotation, liability would have remained limited to 75,000 euros.
What can you do?
Work with an international model contract tailored to your main markets. Include explicit choice of law, choice of forum, Incoterm selection, CISG exclusion, and a sanctions clause. Translate and provide general terms and conditions before the conclusion of the contract. Align payment, delivery, and risk. Have your most important export contracts periodically reviewed by an international trade lawyer. See also our article on Which Incoterm should you choose?