An international sales contract may state the goods, price and Incoterms rule yet still be operationally incomplete. If specifications, delivery windows, documentary requirements, payment triggers, acceptance criteria, claims or dispute mechanisms are not clearly defined, procurement, logistics, finance and quality teams may each work from a different interpretation. Problems often emerge late: a booking cannot meet the contractual shipment window, an L/C requires a document that cannot be issued, goods meet a technical description but fail the acceptance test, or a dispute arises without a workable governing-law and forum clause. This article maps the core clauses across four connected flows: goods, documents, money and legal responsibility.

Prepared for B2B logistics operations · Updated 21 July 2026 · General information only, not legal advice for a specific transaction

QUICK FACTS

Price and Incoterms are not enough

The contract should also cover specifications, documents, payment, acceptance, remedies, law and disputes.

Incoterms do not replace the sale contract

They allocate delivery tasks, costs and risks but do not determine title, payment or breach remedies.

Design the document set before shipment

Invoice, packing list, transport document, proof of origin, inspection and insurance must support the payment clause.

The CISG may apply even if not named

Parties should state whether the CISG applies or is excluded and identify the law governing matters outside its scope.

Set document priority

The contract should state which document prevails if the contract, annex, PO, quotation or email conflict.

Illustration for Key Clauses in an International Sales Contract — Illustration of the logistics topic, document or operation discussed in the article.

SCOPE

This article applies to business-to-business contracts for the international sale of goods, including exports, imports, triangular trade, project cargo, made-to-specification goods and instalment deliveries. It is intended for procurement, sales, logistics, finance, legal, quality and customs teams reviewing a contract before signature.

It is not a substitute for legal advice. Enforceability depends on mandatory law, the parties’ countries, the goods, payment method, signing authority and the jurisdiction in which a judgment or award may need to be enforced.

Control point: A useful commercial clause must translate into operational data and evidence. A clause that cannot be verified through a booking, document, inspection record, delivery receipt or payment record will be difficult to administer.

KEY TERMS

Term	Meaning	Contract role
Sales Contract	The agreement establishing the seller’s and buyer’s rights and obligations.	The main control layer for goods, price, delivery, payment and responsibility.
Incoterms® 2020	ICC rules allocating delivery tasks, costs and risks.	State the rule, named place or port and version.
CISG	United Nations Convention on Contracts for the International Sale of Goods.	May govern formation, seller/buyer obligations and remedies, while validity and property issues may fall outside its scope.
Governing Law	The law governing the contract.	Determines the legal framework for interpretation and breach and must be coordinated with the CISG clause.
Force Majeure	An event beyond a party’s control that may excuse or suspend performance if contractual and legal tests are met.	Should define tests, notice, mitigation and legal consequences.
Hardship	A serious change making performance excessively burdensome without necessarily making it impossible.	Should provide a renegotiation, adjustment or termination mechanism.
Liquidated Damages	An agreed sum payable for a specified failure.	Must be carefully drafted and compatible with applicable law.

HOW THE CONTRACT OPERATES

An international sales contract is the point where four data flows meet:

Goods flow: product, model, specification, quantity, packaging, delivery window, delivery point and acceptance.
Document flow: invoice, packing list, transport document, proof of origin, inspection, insurance, permits and technical records.
Money flow: price, currency, taxes/charges, deposit, L/C, T/T, due dates, payment-trigger documents and late-payment treatment.
Responsibility flow: risk transfer, title, warranty, claims, force majeure, liability limits, governing law and dispute resolution.

ICC states that Incoterms® rules are not a contract of sale and do not deal with specifications, payment, title, remedies, force majeure or dispute law. Therefore, “CIF Hai Phong Port, Incoterms® 2020” resolves only part of the transaction.

The CISG may apply to contracts between parties in Contracting States or where private international law leads to a Contracting State’s law. It entered into force for Viet Nam on 1 January 2017. Viet Nam also made a declaration under CISG Articles 12 and 96 concerning written form; parties should therefore not assume that oral statements, chats, POs or emails are always sufficient to form or amend a contract merely because the CISG generally allows freedom of form. The contract should state whether the CISG applies or is excluded, the accepted form for execution and amendments, and the law governing issues outside its scope.

MATRIX OF IMPORTANT CLAUSES

Clause group	Data to lock	Operational/document link	Risk if vague
1. Parties and signing authority	Legal names, addresses, registration, authorised signatories, bank accounts and contacts.	KYC, invoices, payment, transport documents and notices.	Wrong entity, wrong payee or weak enforceability.
2. Goods and specifications	Technical name, model/SKU, drawings, composition, function, standard and approved sample.	PI, invoice, packing list, catalogue, COA, test report, label and declaration.	Commercially named goods that do not meet the required function or acceptance criteria.
3. Quantity and tolerance	Unit, quantity, over/under tolerance, measurement method and permitted loss.	Weight tickets, tally, packing list, B/L and delivery receipt.	Disputes over shortages, excess and invoice value.
4. Quality, inspection and acceptance	Standard, inspector, sampling, timing, pass/fail criteria and re-test rights.	Inspection certificate, test report, COA, FAT/SAT or acceptance record.	No objective basis to accept or reject goods.
5. Price, currency and price components	Unit/total price, currency, discounts, adjustments, taxes/charges and packaging costs.	Quotation, PI, invoice, debit note, budget and customs value review.	Duplicate freight payment, exchange-rate disputes or hidden extras.
6. Incoterms and delivery place	Rule, named place/port, version, physical handover point and agreed extras.	Booking, inland transport, clearance, local charges and insurance.	Wrong booking party, cost boundary or risk-transfer point.
7. Delivery schedule and partial shipments	Cargo-ready date, shipment window, latest shipment, partial shipment, transshipment and forecast.	Production, booking, cut-offs, L/C and warehouse plan.	Delay without an objective breach date; payment-document mismatch.
8. Packing, marks and special cargo	Packing materials, pallets, fumigation, DG/reefer/OOG data, marks, moisture protection and securing.	Packing list, marks, SDS, DG declaration, booking and claims.	Damage, carrier rejection or repacking costs.
9. Document set	List, originals/copies, mandatory content, issuer, deadline and transmission channel.	Invoice, PL, B/L/AWB, proof of origin, insurance, inspection and permits.	Cargo arrives without usable documents or preferential treatment fails.
10. Payment	T/T, L/C, D/P, D/A, deposit, due date, banks, charges, trigger documents and withholding rights.	UCP 600 if incorporated, SWIFT, invoice, acceptance and reconciliation.	Unworkable payment terms or documentary refusal.
11. Risk and title	Risk-transfer point, title-transfer point, retention of title and control of title documents.	Incoterms, bill of lading, insurance, warehousing and trade finance.	Unclear loss bearer, owner or claimant.
12. Insurance	Buyer, scope, insured amount, exclusions, voyage, claimant and notice period.	Policy/certificate, survey, claim file and Incoterms.	A certificate exists but cover or claim rights are inadequate.
13. Warranty, claims and remedies	Period, scope, start date, notice, evidence, repair/replacement/price reduction/refund and logistics costs.	Defect report, photos, tests, RMA, return transport and credit note.	Late claims or unclear remedy and return-freight responsibility.
14. Breach, damages and liability limits	Material breach, cure period, late interest, agreed damages, cap, exclusions and termination rights.	Notices, evidence, reconciliation and stop-ship decisions.	Unenforceable or disproportionate remedies.
15. Force majeure, hardship and change in law	Events, tests, notice, evidence, mitigation, suspension, renegotiation and termination.	Advisories, prohibitions, certificates, schedule changes and rerouting costs.	Every disruption is labelled force majeure or no exit mechanism exists.
16. Compliance, sanctions and export controls	Compliance warranties, end-use/end-user, licences, anti-bribery, screening and refusal rights.	KYC, screening, permits, end-user statement, bank and carrier records.	Blocked payment, carrier rejection or regulatory breach.
17. Governing law and CISG	National law, CISG inclusion/exclusion and priority for supplementary rules.	Interpretation, remedies, limitation and clause validity.	A preliminary dispute over which law applies.
18. Dispute resolution	Negotiation, mediation, court/arbitration, institution, seat, arbitrators, language and procedure.	Dispute notice, evidence, enforcement and cost planning.	Pathological clause or uncertain jurisdiction.
19. Notices, language and amendments	Valid emails/addresses, receipt time, prevailing language, written-form requirements, e-signature, amendments and waiver.	Email, EDI, annexes, PO, change orders and audit trail.	Changes agreed in chat but not clearly binding.
20. Entire agreement and document priority	Priority among contract, annex, specification, PO, quotation, email and standard terms.	Version control, change log and internal approvals.	Different departments use different documents as the governing source.

RECORDS AND DATA TO REVIEW BEFORE SIGNING

Record/data	Prepared by	Purpose	Fields to match
Company registry, KYC and authority	Each party, bank or compliance team	Confirm the legal entity and signatory	Name, address, registration, representative, account and beneficiary
Quotation/Proforma Invoice	Seller	Lock initial price and commercial scope	SKU, quantity, price, currency, Incoterms, lead time and validity
Specification, drawing, sample and BOM	Engineering, QA, seller/buyer	Define the goods objectively	Model, revision, material, parameters, tolerance and acceptance
Logistics feasibility	Logistics/forwarder/carrier	Validate named place, route, equipment and cut-offs	Cargo-ready date, dimensions, weight, DG/reefer/OOG, port and booking party
Draft L/C or payment schedule	Finance, bank and parties	Ensure payment terms are workable	Amount, expiry, latest shipment, presentation, documents and partial shipment
Document matrix	Docs, customs, QA and finance	Design the document set before shipment	Issuer, form, copies, mandatory data, deadline and destination
Compliance matrix	Legal/compliance/customs	Review sanctions, licences, origin and product controls	End-user, end-use, country, HS, licence, proof of origin and product requirements
Insurance requirement	Risk/insurance/logistics	Set buyer and coverage	Voyage, value, risks, exclusions, claimant and deadline
Dispute and enforcement review	Legal and local counsel where needed	Ensure the clause can operate and be enforced	Law, CISG, seat, institution, language and asset location

PRE-SIGNING REVIEW PROCESS

Verify parties and authority

Confirm entities, signatories, bank accounts and intermediaries. Output: KYC file and role map.

Lock the goods

Confirm specification, model, quantity, tolerance, quality standard and document revision. Output: an objective technical annex.

Lock price and cost components

Define unit/total price, currency, taxes/charges, adjustments, discounts and extras. Output: a price schedule aligned with PI and invoice.

Validate delivery and logistics

State Incoterms, named place/port, version, shipment window, partial shipment and special-cargo conditions. Output: a bookable delivery plan.

Design documents and payment

Match every required document to T/T, L/C, D/P or D/A and avoid impossible issuer requirements. Output: document matrix and workable payment clause.

Set acceptance, warranty and claims

Define testing, sampling, acceptance, notice, remedies and return-logistics costs. Output: evidence-based defect handling.

Separate risk, title and insurance

Do not infer title from Incoterms. State title transfer, claim rights and insurance coverage separately.

Set breach and disruption mechanisms

Review cure, termination, damages, limits, force majeure, hardship, sanctions and change in law.

Set law, CISG and dispute forum

Choose governing law, CISG treatment, court/arbitration, seat, language, number of arbitrators and negotiation steps.

Cross-check and control versions

Compare the contract with annexes, PO, quotation, draft L/C, logistics feasibility and compliance matrix. Sign only one approved final version.

COMMON RISKS AND ERRORS

Error	Cause	Impact	Control
Only a trade name is used	No specification or revision	Wrong model or quality despite matching trade name	Attach technical annex and priority rule
FOB/CIF without named place	Incoterms treated as a price label	Wrong delivery point, costs and booking party	State rule + place/port + Incoterms® 2020
Delivery date has no verifiable milestone	Only “delivery in July”	No objective delay trigger	Use cargo-ready, shipment or arrival window as appropriate
L/C opened without contract-document review	Finance and logistics work separately	Unobtainable document or discrepancy	Approve document matrix and draft L/C first
No title clause	Assumption that Incoterms covers title	Ownership and claim-right disputes	State title transfer separately
Generic force majeure list	No notice, mitigation or consequence	No decision on suspension or termination	Use tests + notice + evidence + mitigation + exit
Law and arbitration clauses conflict	Copied from another contract	Jurisdictional delay and cost	Use a model clause and set seat, language and governing law
Email changes without amendment rule	No approval authority or form	PO, chat and contract conflict	Define amendment form, signature and priority

AUTHORITATIVE SOURCES

Source	Role	How to use it
ICC – Incoterms® 2020 Q&A	Official scope of Incoterms	Confirms that Incoterms do not replace the sale contract or govern title, payment, remedies, force majeure or dispute law.
UNCITRAL – CISG	Convention scope and content	Formation, seller/buyer obligations and remedies; validity and property may be outside scope.
UNCITRAL – CISG Status	Contracting State status	Viet Nam acceded on 18 December 2015, entered into force on 1 January 2017, and made an Articles 12/96 written-form declaration.
ICC – UCP 600	Documentary-credit rules when incorporated	Use for L/C document and payment design; it binds when the credit states that it applies.
ICC Force Majeure and Hardship Clauses 2020	Drafting model for disruption clauses	Tests, events, hardship and adjustment/termination options.
ICC Standard Arbitration Clause	Model arbitration wording	Reduce ambiguity and supplement with seat, language, arbitrators and governing law where appropriate.
ICC Arbitration Rules 2026	Current ICC procedural rules	Apply to arbitrations commenced on or after 1 June 2026 unless parties agree to earlier rules.
UNCITRAL – New York Convention	Recognition and enforcement framework	Viet Nam has been a party since 11 December 1995, subject to reciprocity and commercial-relationship reservations; check enforcement law in the target jurisdiction.
UNCITRAL – Electronic Communications Convention	Reference for electronic contracting	Viet Nam is not listed as a party as of 21 July 2026; use only as a reference and verify the applicable domestic law.

FAQ

1. Is a Purchase Order enough?

It may be enough for a simple transaction if validly accepted, sufficiently complete and compliant with the form requirements of the applicable law. Where Viet Nam is involved, the CISG Articles 12/96 written-form declaration needs specific review. Technical, L/C, long-warranty or high-value transactions usually require a fuller contract and annexes.

2. Does Incoterms replace the delivery clause?

No. The contract still needs delivery windows, cargo-ready milestones, documents, partial shipment, packing, acceptance and delay consequences.

3. If Vietnamese law is chosen, can the CISG still apply?

Potentially yes. Because Viet Nam is a CISG Contracting State, choosing Vietnamese law should not automatically be read as excluding the CISG. State the parties’ intention clearly and obtain legal advice.

4. Does a T/T clause still need documentary triggers?

Yes. State whether payment is triggered by invoice, booking, copy B/L, inspection, acceptance or another record. “Pay after delivery” is often too vague.

5. Does title transfer automatically with risk?

No. Incoterms do not govern title. Set title transfer separately, such as on payment, delivery, document release or another lawful milestone.

6. Court or arbitration?

The answer depends on the parties’ countries, asset location, confidentiality, cost, technical complexity and enforcement strategy. Whichever is chosen, identify the forum, place, language and governing law clearly.

7. How should a bilingual contract be handled?

State the prevailing language in case of conflict and keep technical, payment, Incoterms and dispute terminology consistent across versions.

APPLICATION NOTE: This is an operational control framework, not a contract template for direct use. Adapt it to the goods, counterparty countries, payment method, Incoterms rule, sanctions/export controls, mandatory law and likely enforcement jurisdiction.

TGIMEX IMPLEMENTATION SUPPORT

TGIMEX helps businesses turn the article into a shipment-ready checklist, covering input-data review, dossier preparation, milestone control, and coordination with the relevant parties.

Convert guidance into checks

Assign an owner and deadline to every operational control point.

Reconcile shipment data

Compare booking, transport, commercial, customs, and delivery evidence.

Manage operational risk

Record discrepancies, actions, and decision evidence to prevent recurrence.

Discuss your shipment dossier

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