Commercial contracts: in general
The term commercial contracts is used as a term for an agreement with a commercial purpose. In commercial contracts, the contracting parties lay down the legal aspects of their cooperation. Below is a (non-exhaustive) list of possible clauses that can be included in an international commercial contract: a preamble, offer and acceptance (how, when and for how long will international commercial contracts be concluded), who are the contracting parties, description of the (characteristic) performance, what restrictions apply (non-competition clause/exclusivity/area restrictions), price (currency) and payment conditions, delivery conditions, Incoterms, liability, guarantees, intellectual property, confidentiality, exonerations, conditions precedent and termination, termination, choice of law and forum. Below we focus on one of the most important facets of international commercial contracts: the choice of law and forum for international commercial contracts.
Choice of law and forum for an international commercial contract
For international commercial contracts, you should pay particular attention to the choice of law and forum. Choice of law concerns the question which national law is applicable to an international commercial contract. The choice of forum concerns the question which court in international commercial contracts has been declared competent to settle a dispute about the international commercial contract.
One of the most important aspects of international commercial contracts is therefore to make a good choice of competent court and applicable law. After all, the obligations arising from an international commercial contract must also be enforceable abroad. On the other hand, litigation abroad can be relatively expensive and lead to legal uncertainty.
If you do not make a choice of law in international commercial contracts, the rules of private international law determine which law is applicable to an international commercial contract. An international commercial contract concluded within the European Union after 17 December 2009 will then be subject to the EU Regulation, known as Rome I. This contains the principle (i.e. there are special cases and exceptions) that the law of the country in which the contracting party performing the characteristic performance under an international commercial contract must be applied.
Below you will find a non-exhaustive overview of the different types of commercial contracts we can support you with. If you have a specific question, please feel free to contact us.