Document type: Checklist Practice area: Commercial — International Trade Jurisdiction: United States and international Last reviewed: 5 September 2026

Section 1 — CISG applicability

  • Places of business of each party identified — the one with the closest relationship to the contract, not the registered address
  • Both States Contracting States?
  • Sale of goods, not services or a mixed contract with a preponderant service element?
  • Not an excluded sale: consumer goods, auction, execution, securities, money, ships, aircraft, electricity?
  • Buyer does not supply a substantial part of the materials for manufacture?
  • Any writing-requirement reservation by either State checked?
  • Decision recorded: keep or exclude, with the reasoning

Section 2 — Opt-out language

  • If excluding: "governed by the laws of [State], excluding its conflict of laws principles and expressly excluding the United Nations Convention on Contracts for the International Sale of Goods"
  • Not relying on a bare choice of a US state's law — that selects the Convention
  • Not relying on "governed by the Uniform Commercial Code"
  • Not silent

Section 3 — If the CISG governs, supplement it

  • Interest rate specified — the Convention leaves it open and it is the most litigated gap
  • Fee-shifting clause, if wanted — the Convention does not provide it
  • Notice of non-conformity: period, required content, consequence of failure
  • Express force majeure clause — the Convention's excuse provision excuses damages only and leaves the counterparty free to avoid
  • Contractual cure period, which substitutes for the fundamental breach analysis
  • Whether price reduction is available and how computed
  • No oral modification clause — given effect under the Convention
  • Understanding that an entire agreement clause does not exclude parol evidence under the Convention

Section 4 — Incoterm selection

  • Chosen from the actual logistics, in consultation with whoever moves the goods
  • Who can act as exporter of record at origin and importer of record at destination confirmed
  • Containerized goods use FCA, not FOB
  • Understood that under CPT, CIP, CFR, and CIF the seller pays freight but risk passes at origin
  • DDP avoided unless the seller has local import capability and registration
  • EXW avoided for export sales; FCA seller's premises used instead
  • Version specified: "Incoterms® 2020" or as applicable
  • Place named precisely, with an address or terminal, not just a city

Section 5 — Transport document

  • Type specified exactly: negotiable bill of lading / sea waybill / air waybill / multimodal
  • Matched to the Incoterm and to the payment mechanism
  • "Full set of clean on-board" specified where a documentary credit requires it
  • Number of originals and their routing
  • Consignee and notify party
  • Charges prepaid or collect, consistent with the Incoterm
  • Goods-before-documents risk addressed — sea waybill, telex release, or a letter of indemnity procedure

Section 6 — Payment

  • Mechanism chosen against the credit risk: advance / documentary credit / documentary collection / open account
  • Currency, and allocation of exchange risk
  • Bank charges allocated
  • If a documentary credit:
    • Required documents listed exactly
    • Independent inspection or analysis certificate included — the buyer's real protection
    • Latest shipment date, expiry, and presentation period workable
    • Partial shipments and transshipment permitted or prohibited, consistent with the contract
    • Confirmed or unconfirmed
    • Credit reconciled against the contract before issuance

Section 7 — Insurance

  • Party bearing risk under the Incoterm identified
  • Who procures, for whose benefit
  • CIF requires only minimum cover; CIP requires all-risks — level specified expressly
  • 110% of invoice value, in the contract currency
  • All-risks terms specified where wanted
  • Whole transit covered, including inland legs at both ends
  • War and strikes cover addressed
  • Correct assured named, matching who bears risk
  • Deductible allocated
  • Policy warranties reviewed against the actual packing and handling
  • Insurer acceptable to the bank if the certificate is a credit document

Section 8 — Specification, inspection, and notice

  • Specification attached, not described by trade name
  • Change-control process for the specification
  • Inspection point: origin, destination, or both
  • Independent inspector named
  • Method of testing specified, including sampling and conditions
  • Effect of an origin certificate on conformity for payment purposes stated
  • Notice of non-conformity: period from arrival; required content including affected quantity, specification not met, and method of measurement; consequence of failure
  • Latent defect carve-out with its own period and outside limit
  • Warranties stated expressly; disclaimers stated expressly

Section 9 — Remedies and limitation

  • Contractual termination events defined, avoiding reliance on the fundamental breach standard
  • Cure period and consequence of failure
  • Whether the buyer may reject or is limited to repair, replacement, or price reduction
  • Consequential damages excluded, capped, or available
  • Liability cap, with enforceability confirmed where the counterparty's assets are
  • Liquidated damages for late delivery, with a cap
  • Interest on overdue amounts at a stated rate
  • Mitigation acknowledged

Section 10 — Compliance

  • Export control classification of goods, software, and technical data completed, with a documented rationale
  • Sanctions screening: buyer, owners, consignee, forwarder, carrier, vessel, banks, intermediaries
  • Re-screening obligation before each shipment in a framework arrangement
  • Destination and end-use restrictions checked
  • Licence requirements identified and placed on the critical path
  • Contract allocates: classification, licence responsibility and cost, end-use statements, no re-export covenant, restricted-party representations
  • Termination right without liability if a licence is denied or revoked or a party becomes restricted
  • Customs: importer of record, duties, classification, valuation, origin documentation for preferential treatment
  • Product regulation: marking, labelling, certification, conformity assessment — with the buyer supplying destination requirements
  • Anti-corruption representations, audit rights, and termination where intermediaries are used
  • Any accompanying software or documentation licensed expressly

Section 11 — Dispute resolution

  • Where are the counterparty's assets?
  • Arbitration selected where enforcement abroad matters — New York Convention awards reach most of the world; US judgments frequently do not
  • Institution, rules, seat, number of arbitrators, language specified
  • Emergency and interim relief availability addressed
  • Governing law clause consistent with the CISG decision
  • Sovereign immunity waiver if a state entity is involved
  • Interim relief from courts preserved

Section 12 — Reconciliation

Run this before signing.

Item Contract Letter of credit Transport document Insurance Consistent?
Goods description
Quantity
Shipment dates
Incoterm and place
Partial shipments
Required documents
Insured value and terms
Consignee / assured

Most defects in cross-border sale contracts are internal inconsistencies rather than missing provisions.

Section 13 — Red flags

  • A choice of a US state's law with no CISG exclusion, where the counterparty is in a Contracting State
  • "FOB" used for containerized goods
  • An Incoterm with no version and no named place, or a place named only as a city
  • DDP where the seller has no presence in the destination
  • A letter of credit whose document descriptions differ from the contract's
  • No independent inspection certificate among the credit documents
  • CIF with no specification of cover level, leaving the buyer with minimum cover
  • A cargo policy attaching at the port under an FCA sale with an inland leg
  • A notice provision requiring only that the buyer "notify" — with no content requirement
  • No express force majeure clause where the CISG governs
  • No interest rate where the CISG governs
  • A litigation forum whose judgments are not enforceable where the assets are
  • Export classification and sanctions screening scheduled after drafting
  • A framework agreement with no order-of-precedence clause, so every purchase order restarts the battle of the forms

Section 14 — Framework agreement additions

Where the contract is a master agreement with orders beneath it:

  • Order of precedence clause: master terms govern; conflicting terms on orders, acknowledgments, and invoices are of no effect unless signed by both parties and expressly referring to the master agreement
  • Volume commitments, capacity commitments, and shortfall consequences
  • Forecasting: which portion is binding, in what window, and the liability for a binding forecast not taken
  • Price adjustment mechanism: indexation, periodic renegotiation with a fallback, currency adjustment, or hardship
  • Continuity of supply, allocation on constrained capacity, and second-source rights
  • Quality management: specification change control, audit rights, corrective action, epidemic failure
  • Regulatory change: who bears the cost, and termination if compliance becomes uneconomic
  • Termination for convenience, for cause with cure, for insolvency, and for change of control
  • Post-termination transition supply at agreed prices, so the buyer can qualify an alternative — for a critical input, the most valuable clause in the agreement
  • Re-screening obligations for sanctions before each shipment

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