A company that discovers its rights on the day its foreign supplier stops delivering discovers them too late. The governing law, the allocation of risk and the regulatory exposure were fixed, often without its knowledge, on the day of the first order. This practical guide is written for purchasing and supply chain directors, general counsel, managers of importing SMEs and mid-sized companies, finance directors and compliance officers.
It takes the questions in the order in which they arise for a company buying outside France: the law that actually applies (the Vienna Convention, which applies without being chosen, and the seller’s law), the remedies against a supplier who fails to perform, the line between force majeure, hardship and rising costs, the allocation of risk through the Incoterms, the EU regulations on forced labour and deforestation, ending a relationship with a foreign supplier, and the choice between court and arbitration. It ends with the international buyer’s roadmap. This is the abridged English edition of the firm’s French guide, September 2026.
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What the guide contains
Twelve pages built around one question: who bears the risk when a foreign supplier stops performing? The guide opens with five key points and a case study, a French company whose sole supplier in Ningbo announces a price increase and suspends deliveries. It then covers the governing law and the Vienna Convention, avoidance, substitute purchase and damages, force majeure and hardship, the Incoterms and customs risk, the EU compliance obligations that an importer cannot pass on to its supplier, the notice owed when leaving a supplier, and the choice between a state court and an arbitral tribunal. It closes with the international buyer’s roadmap in table form.
While you wait for the guide, the related analyses are freely available: International supply chains: the legal risks for a company that buys abroad, for the overall map of risks; Foreign supplier stops delivering: avoidance, substitute purchase and damages, on the buyer’s remedies; Forced labour and deforestation: what EU regulations require of importing companies, on compliance; Ending a relationship with a foreign supplier: notice, abrupt termination and governing law, on leaving the relationship.
Frequently asked questions about international supply chains
Does the Vienna Convention apply to my purchases in China?
Yes, in the vast majority of cases. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 applies to sales between parties whose places of business are in different Contracting States (CISG, article 1(1)(a)), and both France and China are Contracting States. It governs the formation of the contract and the rights and obligations of buyer and seller, without having to be chosen. Only a clause expressly excluding it, accepted by the supplier, sets it aside (CISG, article 6). For matters it does not settle, such as the validity of clauses, the seller’s law applies absent a choice.
Can my supplier invoke rising raw material prices to suspend deliveries?
Not, in principle. Under French law, force majeure requires an event that prevents performance (Civil Code, article 1218), and higher costs do not prevent delivery. Hardship only allows a party to request renegotiation, during which the debtor continues to perform (Civil Code, article 1195). Under the Vienna Convention, which has no hardship rule, the prevailing view refuses to treat onerousness as an exempting impediment within the meaning of article 79. A supplier who suspends deliveries to obtain a price increase is therefore, absent a clause to the contrary, in breach.
Can I order immediately from another supplier when mine fails to deliver?
Commercially, yes, but you must first avoid the contract. Under the Vienna Convention, a buyer who makes a reasonable substitute purchase after avoidance recovers the difference in price (CISG, article 75). Avoidance requires a fundamental breach or the expiry of an additional period of time fixed for the seller (CISG, article 49), and it is effective only if notice is given (CISG, article 26). A substitute purchase concluded before that notice weakens the claim for damages and leaves the original contract in force.
What does the EU forced labour regulation change for an importer?
From 14 December 2027, Regulation (EU) 2024/3015 prohibits placing or making available on the Union market, or exporting, products made with forced labour at any stage of their production (article 3). The obligation falls on the European economic operator, with no size threshold. The competent authority may ask it what measures it has taken to identify and prevent forced labour in its supply chain, and it has 30 working days to answer (article 17). A prohibition decision entails the withdrawal and disposal of the products (article 20).
Will the deforestation regulation be postponed again?
Nothing suggests so. Regulation (EU) 2025/2650 of 19 December 2025 set the date of application of Regulation (EU) 2023/1115 at 30 December 2026, and 30 June 2027 for most micro and small enterprises. In its review report of 4 May 2026, the Commission stated that it would not propose a further amendment of the basic act, in order to preserve legal certainty, and confined itself to a draft delegated act on the list of products concerned (COM(2026) 191 final). Operators should therefore prepare for the December 2026 deadline.
Which Incoterm should I choose to limit my import risks?
No Incoterm protects the buyer in every case, because each rule allocates risk, costs and formalities differently. FCA and FOB leave the main carriage and its insurance to the buyer, but give it control of the carrier. CIF and CIP make the seller pay freight and insurance while transferring risk at departure. DDP looks comfortable, but hands the customs declaration in the Union to the foreign seller, whose mistakes the importer then bears. The choice should follow from an analysis of the risk, not from habit.
Must I give notice before leaving a foreign supplier?
As a precaution, yes. Article L. 442-1, II of the French Commercial Code penalises the abrupt termination of an established commercial relationship without sufficient written notice, and it applies to the buyer as well as to the seller. Whether it applies to a foreign supplier depends on how the claim is characterised, a question the Cour de cassation has referred to the Court of Justice of the European Union (Cass. 1re civ., 2 April 2025, No. 23-11.456), which has not yet ruled. Written notice, proportionate to the length of the relationship and performed under normal conditions, protects the buyer whatever the answer.