How to Draft an International Sales Contract (CISG‑Compliant)

Introduction: Why “Standard” Contracts Don’t Work Internationally

Imagine closing a deal with a buyer in another country, shipping the goods on time—only to end up in a legal battle. It often happens when your international sales contract doesn’t reflect cross-border realities. Relying on a domestic template can lead to missed payment claims, vague enforcement terms, and unexpected laws. This guide will help you structure an sales contract compliant with CISG standards to avoid those pitfalls.

What Most People Get Wrong About International Sales Contracts

Many SMEs assume their local contract will still protect them internationally. A domestic invoice likely won’t suffice as an international sales contract. The CISG automatically applies unless explicitly excluded. Overlooking this means:

• Warranty terms can be overridden
• Delivery and risk definitions shift
• Your chosen governing law may be ignored

What Makes a Sales Contract “CISG‑Compliant”?

A CISG‑aligned international sales contract respects mandatory rules on formation, obligations, and enforcement. The CISG is binding in over 95 countries. The contract must:

• Align with CISG terms—not local jargon
• Acknowledge which domestic principles still apply
• Rely on clear, “good-faith” language

Without this, your sales contract may fail to enforce key terms or be interpreted wrongly.

Step‑by‑Step: Key Clauses for an International Sales Contract

Scope and Applicability Clause
Clearly state the CISG’s role in your international sales contract. Example:

“This Agreement is subject to the CISG, unless otherwise modified herein.”

Offer and Acceptance Terms
Under CISG, silence isn’t acceptance. Your sales contract should specify that only written confirmation binds.

Delivery and Risk Transfer
Tie your international sales contract to Incoterms and CISG risk rules. Example:

“Risk passes to Buyer upon delivery to first carrier (CISG Art. 67).”

Payment and Late Fees
Since CISG doesn’t define default interest, it must include it explicitly. For example:

“Overdue payments accrue interest at 10% p.a., based on CISG Art. 78.”

Warranty, Inspection & Notice Periods
Specify clearly in the international sales contract when inspection and claims must occur. Example:

“Buyer inspects goods within five days and reports defects within ten days.”

Real‑Life Example: Where the Contract Failed

A UAE supplier used a generic domestic template for an international sales contract with a German buyer. They didn’t exclude the CISG or clarify governing law. When a payment dispute erupted, the case went to German courts. Under the CISG’s higher “fitness for purpose” standard, the supplier lost—and had to refund a large sum. Had their international sales contract been drafted to exclude or align with the CISG, they might have avoided this.

Common Counterpoint: “Local Counsel, Isn’t That Enough?”

Your domestic lawyer may overlook CISG implications in your sales contract—like how silence can negate acceptance, or the strict standards for non-conformance. That’s why you need expertise in drafting a truly global sales contract.

Closing Thoughts: Think Beyond Borders

Crafting an international sales contract isn’t just about tweaking a template—it’s about mindset. A CISG‑compliant agreement makes your contract enforceable worldwide and keeps your cross-border deals secure.

So, before your next international deal, ask:

“Is this international sales contract both clear and enforceable where it counts?”

If the answer isn’t a confident “Yes,” it’s time to revise your approach.