International Contract Lawyer in Paris

A sale, distribution, agency or supply contract with a foreign partner obeys rules the ordinary domestic contract ignores: the Vienna Convention applies without having been chosen, Incoterms settle risk but not the judge, sanctions and export controls apply whatever law is chosen, and termination is judged under the law of the contract, not under the French Commercial Code.

This page describes the drafting errors behind most international disputes, what a well-built contract must contain, and how the firm intervenes, at drafting and at termination, for French and foreign companies alike.

The risk: a contract that says neither who judges nor under which law

The Rome I Regulation (Regulation (EC) No 593/2008) lets the parties choose the law; failing that, a sale is governed by the seller’s law, distribution by the distributor’s, agency by the agent’s. The Brussels I bis Regulation gives jurisdiction to the court of the place of delivery or performance, absent a jurisdiction clause. A contract silent on both points is judged by a court and under a law the company did not choose.

The Vienna Convention on Contracts for the International Sale of Goods applies automatically between professionals from Contracting States unless expressly excluded: its Article 79 excuses impediments, but hardship gives no right to renegotiation. Many contracts are governed by it without their drafters realising.

The legal answer: allocate risks before suffering them

A robust international contract contains an applicable law clause and a jurisdiction or arbitration clause consistent with each other, an autonomous force majeure clause and a quantified hardship clause, an asymmetric sanctions clause, a change of law and customs duty clause and, for sales, an Incoterm coordinated with the payment method and the documents required.

At termination, the decisive question is the applicable law: the French rule on abrupt termination of an established relationship (Article L. 442-1, II of the Commercial Code) has effect only under French law; under a foreign law, notice and compensation are calculated differently, and the French court’s jurisdiction over that claim depends on its contractual or tortious characterisation.

How the firm works

Upstream, the firm reviews or drafts the company’s standard contract and general terms from the angle of international risk, in a bilingual version where the counterparty requires it. During performance, it handles renegotiation requests, force majeure notices and formal notices, within the time limits and forms provided in the contract.

At termination or in case of non-payment, it brings the action before the competent court or arbitrator, in France or abroad with a correspondent, and ensures enforcement of the decision, including recognition and exequatur where the debtor’s assets are outside France.

Typical cases handled

The situations below are illustrative, anonymised scenarios. They show when the firm steps in and what the work consists of.

Exclusive distributor in Germany terminated without notice

A French manufacturer terminates a German distributor after eight years. The firm determines the applicable law (German, absent a clause), assesses the goodwill indemnity due by analogy with commercial agency, and negotiates the exit.

Force majeure invoked by an Asian supplier

A supplier invokes force majeure for a raw material cost increase. The firm shows that a cost increase is not an impediment, reserves the buyer’s rights and obtains delivery at the contract price.

Battle of the forms

Buyer and seller each referred to their own general terms. The case is handled on the last-shot rule and the Vienna Convention, to determine the applicable jurisdiction clause.

Frequently Asked Questions

Should the Vienna Convention be excluded?

Not as a reflex. The CISG applies by default to sales of goods between businesses established in different contracting States, and it offers a neutral, widely known regime with workable rules on conformity and on avoidance. Excluding it means falling back on a national law that one party will know better than the other. There are real reasons to exclude it, for instance where the contract mixes sale with substantial services, or where the parties want a national law they have already litigated under. The choice deserves a line of reasoning in the file, not a clause copied from an earlier contract.

Is an arbitration clause preferable to a jurisdiction clause?

It depends on where the assets are. Arbitral awards circulate under the New York Convention, which binds more than one hundred and seventy States, and that is decisive when the counterparty’s assets sit outside the European Union. Within the Union, judgments circulate almost automatically under Regulation 1215/2012, and a court is cheaper. Arbitration also offers confidentiality, a neutral forum and arbitrators chosen for their knowledge of the trade, at a cost that weighs heavily on smaller claims. The right question is not which is better in the abstract, but where a decision will have to be enforced.

Does the French abrupt termination rule apply to a foreign partner?

It may. French law sanctions the termination of an established commercial relationship without written notice sufficient having regard to the duration of the relationship, and French courts have applied that rule in international situations connected with France even where a foreign law governed the contract. The provision was recast in 2026, so notice benchmarks and wording taken from older contracts and precedents should be checked against the current text before they are relied on. For a foreign supplier or distributor, the practical lesson is that a French relationship cannot simply be ended by letter.

Which law should govern an international contract?

The one that fits the transaction and that both parties can work with, chosen expressly. Under Regulation 593/2008 the parties’ choice is respected, subject to overriding mandatory rules and public policy, and in the absence of a choice the Regulation designates a law that may surprise both sides. Choosing a law neither party knows, because it sounds neutral, is a false economy: the cost reappears as expert evidence. The clause is drafted together with the forum clause, since a French court applying English law, or the reverse, adds delay and expense to every dispute.

Which clauses matter most in practice?

Governing law and forum, price and payment including security, delivery and transfer of risk through a correctly used Incoterm, limitation and exclusion of liability, force majeure and hardship, termination and notice, confidentiality, and compliance with export control and sanctions rules. Intellectual property and data clauses are added where they are relevant. Most disputes are lost in these clauses long before a court sees the file, and the great majority of them can be settled in a single negotiating pass if the points are raised together rather than one at a time.

How is payment secured across borders?

Through the instrument that matches the level of trust: advance payment, a documentary credit confirmed by a bank in the seller’s country, a standby letter of credit, an independent bank guarantee, or credit insurance. Retention of title helps only where the goods can be identified and where the law of the place they are located recognises the clause, which is not everywhere. The instrument is chosen before the price is agreed, because it has a cost and that cost belongs in the negotiation rather than in the invoice that follows.