An order between two countries can go wrong, even between honest companies: goods refused, customer absent, payment that never arrives. Here is how to protect yourself before shipping the goods or travelling, with a free template of terms to attach to your quotes.
1. Before accepting an order
- Check the company in the official register of its country (guide "Checking that a foreign company really exists").
- Ask for the name and position of the person who signs, and the official register extract of their company, less than 3 months old.
- A copy of an identity document is not essential. If you ask for one, ask only the person who signs, keep it safe and delete it when it is no longer needed: such copies are sought after by fraudsters.
- Have the quote and your order terms signed (template below).
2. Payment
- Ask for a deposit before manufacturing, shipping or travelling, and set the date of the balance in writing.
- Internationally, avoid cash on delivery: if the customer refuses the goods, you often pay the outward and return transport.
- A change of bank details announced by e-mail? Always check by telephone, on the number you already know.
3. Transport: who pays for what?
Choose an Incoterms® 2020 rule (rules published by the International Chamber of Commerce) and write it on the quote, with the place. Four common examples:
| Rule | In short |
|---|---|
| EXW (Ex Works) | The buyer organises and pays for all transport, from the seller's premises. |
| FOB (Free On Board, sea transport) | The seller pays until the goods are loaded on board the ship, at the port of departure. |
| DAP (Delivered At Place) | The seller pays the transport to the agreed place; the buyer pays import duties and taxes. |
| DDP (Delivered Duty Paid) | The seller pays everything, import duties and taxes included. |
4. If delivery fails because of the customer
- Write in your terms, in advance, that if delivery fails because of the buyer (refusal, absence, wrong address, telephone unreachable, balance unpaid), the buyer pays the resulting costs: outward and return transport, storage, customs, travel.
- Provide that these costs are first deducted from the deposit. Without a deposit, recovering such costs from a foreign company is long and difficult: the deposit remains your best protection.
- Before travelling: have the appointment confirmed in writing the day before, and call before you leave.
5. Keep the evidence
- The signed quote and terms, the e-mails, the proofs of payment, the delivery note with any reservations, and photos of the goods at departure.
6. The template to attach to your quotes
We offer a free "Order and delivery terms" template in the 5 languages of the site. It is an information template: adapt it to your situation and have it checked by your adviser (lawyer, chamber of commerce). Passerelle France-Asie is not a party to your contracts.
Download the template (Word format, editable): Français · English · 中文 · ไทย · Tiếng Việt
Read the template on this page
ORDER AND DELIVERY TERMS
To be attached to quote no. [ ] dated [ ]
Template offered free of charge by Passerelle France-Asie, for information only. Adapt it to your situation and have it checked by your adviser (lawyer, chamber of commerce). Passerelle France-Asie is not a party to this contract.
1. The parties
Seller: [official name], registration no. [ ], address [ ], represented by [name, position].
Buyer: [official name], registration no. [ ], address [ ], represented by [name, position], who declares that they are authorised to commit their company.
The buyer attaches the official register extract of their company, less than 3 months old.
2. Acceptance
The order becomes firm when the buyer returns the quote and these terms, dated and signed, and the deposit has been received. Accepting the quote means accepting these terms.
3. Price and payment
Price: as per the quote, in [currency], excluding import duties and taxes unless stated otherwise.
Deposit: [ ] % with the order, by bank transfer. Balance: [before shipment / on delivery / [ ] days after invoice].
No cash on delivery.
Any request to change bank details must be confirmed by telephone, on the number already known.
4. Transport and delivery
Chosen Incoterms® 2020 rule: [ ], place: [ ].
Planned date or lead time: [ ]. Delivery address: [ ]. Person present and telephone: [ ].
The buyer informs the seller in writing at least [ ] working days before any change.
5. Delivery impossible because of the buyer
If delivery cannot take place because of the buyer (goods refused, nobody present, wrong or incomplete address, telephone unreachable, customs documents not provided, balance unpaid), the buyer pays all resulting costs: outward and return transport, storage, customs charges, travel and new delivery attempt.
These costs are first deducted from the deposit; the remainder is invoiced to the buyer.
The goods remain the seller's property until full payment.
6. Receipt
The buyer checks the goods on delivery, writes any reservations on the delivery note and confirms them in writing within [ ] days.
7. Evidence
Both parties keep the quote, these signed terms, the e-mails, the proofs of payment and the delivery note.
8. Disagreement
The parties first seek an amicable solution. Failing that: applicable law [ ], competent courts [ ]. For a sale of goods between two countries, international rules may apply: ask for advice. See our guide Contract with an Asian company: which law applies?
Signatures
For the seller — name, position, date, signature, stamp:
For the buyer — name, position, date, signature, stamp:
7. Need help?
For a question about an order or an introduction, write to us through the contact form: we will direct you free of charge to the right contact (chamber of commerce, customs, adviser). We do not give legal advice. In France, Infos Douane Service answers free of charge on 0 800 94 40 40.