Before You Sign A Loan Agreement: Key Commercial Terms To Review

Importing and exporting goods can help US startups and small businesses access new suppliers, reach international customers, and diversify revenue. However, cross-border trade brings complex legal and commercial risks. The right legal documents are essential to manage your relationships, comply with US and foreign law, and protect your business from costly disputes.

This article provides a detailed checklist of the key legal documents and agreements every US importer or exporter should consider. We explain the federal baseline, highlight state law differences, and offer practical examples and checklists to help you avoid common mistakes. Whether you are making your first international deal or scaling up, these contracts can help you stay organized and reduce risk.

1. Import Export Supply Agreement: The Core Contract For Cross-Border Deals

The import export supply agreement is the foundation of any cross-border sale or purchase of goods. This contract sets out the terms for buying or selling products internationally. It covers price, delivery, payment, quality standards, and what happens if something goes wrong. Without a clear agreement, misunderstandings and disputes are much more likely.

• Key elements to include:
  • Product description and specifications
  • Quantity and unit pricing
  • Delivery terms (using Incoterms like FOB, CIF, DDP)
  • Shipping and delivery deadlines
  • Payment terms (advance, letter of credit, net terms)
  • Inspection and acceptance procedures
  • Warranties and quality standards
  • Risk of loss and insurance responsibilities
  • Force majeure and unforeseen events
  • Dispute resolution, governing law, and jurisdiction
• Practical example: A California-based startup imports electronics from a manufacturer in Taiwan. Their supply agreement specifies that goods are shipped FOB Kaohsiung, payment is due 30 days after delivery, and disputes are resolved under California law in San Francisco courts.
• State law caveat: While federal law governs customs and international trade, state contract law (such as the Uniform Commercial Code, or UCC) often applies to the enforceability and interpretation of your agreement. Some states have unique rules for liquidated damages, limitation of liability, and warranty disclaimers.
• Checklist:
  • Have both parties signed the agreement?
  • Are Incoterms clearly defined and understood?
  • Is the governing law and dispute forum specified?
  • Have you included all product details and delivery milestones?

For more guidance, see our Export Supply Agreement resource.

2. Customs Documentation And Compliance Forms

Every shipment into or out of the US must comply with federal customs rules. The main federal agency is US Customs and Border Protection (CBP), but other agencies (such as the FDA, USDA, or EPA) may also regulate certain goods. Accurate documentation is critical to avoid delays, fines, or seizure of goods.

• Essential customs documents:
  • Commercial Invoice: Details the transaction, buyer, seller, and value for customs duties.
  • Packing List: Lists the contents, weights, and packaging details of each shipment.
  • Bill of Lading (BOL): Serves as a receipt and contract with the carrier; required for ocean and air shipments.
  • Import/Export Declaration: Filed electronically with CBP using the Automated Commercial Environment (ACE).
  • Certificates of Origin: Needed for certain goods or to claim preferential tariff treatment under trade agreements.
  • Other agency permits: For example, FDA Prior Notice for food imports, or EPA forms for chemicals.
• State law caveat: Some states require additional permits or licenses for regulated products, such as alcohol, tobacco, or hazardous materials. For example, Texas requires a separate state permit for alcohol imports, even if federal permits are in place.
• Common mistakes:
  • Incorrect or incomplete commercial invoices
  • Misclassifying goods under the Harmonized Tariff Schedule (HTS)
  • Failing to declare assists (such as free samples or tooling provided to suppliers)
  • Missing deadlines for filing import declarations
• Checklist:
  • Have you verified the correct HTS code for your goods?
  • Are all required federal and state permits in place?
  • Is your customs broker aware of any special regulatory requirements?

Failure to comply with customs rules can result in shipment holds, penalties, or even criminal charges for serious violations. Always double-check requirements for each shipment and keep records for at least five years, as required by CBP.

3. Importer Terms Of Service And Customer Contracts

If you sell imported goods to US customers, whether online, wholesale, or retail, clear Importer Terms of Service and customer contracts are essential. These documents set expectations, limit your liability, and help you comply with US consumer protection laws.

• Key topics to cover:
  • Order process and acceptance
  • Shipping, delivery times, and risk of loss
  • Return and refund policies
  • Product warranties and disclaimers
  • Limitation of liability and indemnification
  • Compliance with state and federal consumer laws (such as the Magnuson-Moss Warranty Act)
• Practical example: A New York-based importer sells kitchenware online. Their website terms specify that customers have 30 days to return unused items, warranties are limited to one year, and disputes are resolved under New York law.
• State law caveat: State consumer protection laws vary. For example, California's Song-Beverly Act imposes strict warranty requirements for consumer goods, while Massachusetts requires clear disclosures for refund policies. Some states do not allow certain types of liability waivers.
• Checklist:
  • Are your terms easily accessible to customers before purchase?
  • Do your return and warranty policies comply with state law?
  • Are disclaimers and limitations of liability clearly stated?
  • Have you updated your terms as your business expanded into new states?
• Common mistakes:
  • Using generic terms that do not address your actual products or shipping methods
  • Failing to update terms when expanding to new states with different consumer laws
  • Not providing clear notice of terms to customers before purchase

For B2B sales, a tailored sales contract can address minimum order quantities, exclusivity, and payment terms. For more, see our Contracts resources.

4. Logistics, Shipping, And Warehousing Agreements

Most importers and exporters rely on third parties for freight forwarding, customs brokerage, and warehousing. Each relationship should be governed by a written contract to clarify responsibilities and manage risk.

• Types of logistics contracts:
  • Freight Forwarder Agreements: Define the forwarder's duties, liability limits, and insurance requirements.
  • Customs Broker Agreements: Set out the broker's authority to act on your behalf and their fees.
  • Warehouse Agreements: Cover storage terms, access, insurance, and what happens if goods are damaged or lost.
  • Carrier Agreements: Specify the carrier's obligations, delivery timelines, and liability for loss or damage.
• Practical example: A Texas-based apparel importer uses a third-party warehouse in another state. Their warehouse agreement specifies monthly storage fees, insurance coverage, and a process for reporting damaged goods.
• Federal and state law caveat: Federal law (such as the Carriage of Goods by Sea Act for ocean shipments or the Carmack Amendment for interstate trucking) may set minimum liability standards. State law can also affect warehouse liens, insurance, and remedies for lost or damaged goods. For example, New York law requires warehouses to give written notice before selling unclaimed goods.
• Checklist:
  • Is the scope of services and liability limits clearly defined?
  • Who is responsible for insuring goods in transit and in storage?
  • Are timelines and procedures for claims clearly stated?
  • Does the agreement comply with applicable federal and state laws?
• Common mistakes:
  • Assuming your insurance covers all risks without checking exclusions
  • Not specifying who files claims for lost or damaged goods
  • Failing to review warehouse or carrier terms for hidden fees or liability limits

Always review logistics contracts carefully and consult with your insurance provider to ensure adequate coverage for your supply chain.

5. Intellectual Property Protection And Confidentiality

Importing or exporting branded products, designs, or technology raises important intellectual property (IP) issues. Protecting your IP can prevent counterfeiting, unauthorized use, and loss of competitive advantage.

• Key IP protections:
  • Trademark registration: Protects your brand name or logo in the US and, if needed, in export markets. For example, register with the US Patent and Trademark Office (USPTO) and consider Madrid Protocol filings for international protection.
  • Copyright and patent filings: For original designs, software, or inventions. US Copyright Office and USPTO handle US filings, but foreign protection may require separate applications.
  • Non-Disclosure Agreements (NDAs): Useful when sharing product specs, pricing, or other confidential information with overseas partners, agents, or logistics providers.
  • IP clauses in supply agreements: Require suppliers not to use or disclose your IP, and specify remedies for breaches.
• Practical example: A Florida-based exporter sells patented water filters to Latin America. Their export supply agreement prohibits the distributor from reverse engineering or copying the product, and requires the distributor to report any suspected counterfeits.
• Federal and state law caveat: Federal IP law sets the baseline, but state trade secret laws (such as the Uniform Trade Secrets Act, adopted in many states) may also apply. Enforcement of US IP rights abroad can be challenging, so consider local counsel in key markets.
• Checklist:
  • Have you registered all key trademarks and patents in the US and target export markets?
  • Are NDAs in place with suppliers, agents, and logistics partners?
  • Does your supply agreement include clear IP protection clauses?
  • Do you monitor for counterfeiting or unauthorized use of your brand?
• Common mistakes:
  • Assuming US trademark or patent rights automatically apply overseas
  • Failing to register IP in key export markets before launching products
  • Not using NDAs or clear IP clauses in contracts with overseas partners

For high-value or innovative products, consult with an IP attorney to develop a protection strategy tailored to your business and target markets.

6. Risk Management: Insurance, Force Majeure, And Dispute Resolution

International trade involves risks beyond your control, such as shipping delays, customs holds, political events, or natural disasters. Your contracts should address these risks directly to minimize business disruption and financial loss.

• Key risk management clauses:
  • Insurance: Specify which party is responsible for insuring goods in transit and in storage. Detail the type and amount of coverage required.
  • Force Majeure: Excuses performance for events beyond a party's control (such as natural disasters, war, or government action). Clearly define what qualifies as force majeure and the process for notification.
  • Dispute Resolution: Decide in advance whether disputes will be handled by US courts, arbitration, or another process. Specify the governing law and jurisdiction.
  • Indemnification: Require one party to cover losses or claims arising from specific events, such as product defects or regulatory violations.
• Practical example: An Illinois-based exporter's supply agreement includes a force majeure clause excusing delays caused by port strikes or government embargoes, and requires both parties to carry cargo insurance covering at least the invoice value of the goods.
• Federal and state law caveat: State law can affect how force majeure, insurance, and indemnification clauses are interpreted. For example, some states require force majeure clauses to be very specific to be enforceable. The choice of law and forum can also impact your ability to enforce judgments or arbitral awards, especially against overseas parties.
• Checklist:
  • Are insurance requirements and responsibilities clearly stated in all contracts?
  • Is the force majeure clause tailored to your business's actual risks?
  • Have you specified governing law and dispute resolution forum?
  • Do you have a process for documenting and reporting force majeure events?
• Common mistakes:
  • Using generic force majeure clauses that do not cover likely risks
  • Failing to specify who files insurance claims or what coverage is required
  • Not understanding how foreign courts or arbitration panels may interpret your contract

Review your risk management clauses regularly as your supply chain, markets, or legal environment changes. Consult with insurance and legal professionals to ensure your coverage and contracts match your business needs.

FAQs

What is an import export supply agreement and why do I need one?

An import export supply agreement is a contract between a buyer and seller for the cross-border sale of goods. It sets out the commercial terms, delivery obligations, payment terms, and risk allocation. Having a clear agreement helps prevent disputes and provides a legal basis if something goes wrong with the transaction. For example, if goods arrive damaged or are delayed, the agreement will specify who is responsible and what remedies are available.

Are there federal requirements for import export contracts?

There is no single federal contract form, but US Customs and Border Protection (CBP) requires certain documents (like invoices and bills of lading) for customs clearance. Your contract should also comply with federal trade laws and any industry-specific regulations. State contract law will usually govern the enforceability of your agreement, and state-specific rules may apply to warranties, disclaimers, and dispute resolution clauses.

Do I need different contracts for each state or country?

You do not always need a separate contract for each state, but state law can affect contract terms, especially around warranties, consumer rights, and dispute resolution. For international deals, you may need to adapt your agreement to comply with foreign law or local customs. For example, some countries require contracts to be in the local language or notarized. Working with a legal professional can help you identify any special requirements.

What happens if my goods are delayed or lost in transit?

Your supply agreement and shipping contracts should specify who bears the risk for lost or delayed goods, and what remedies are available. Insurance policies can also cover certain losses. It is important to review these clauses before shipping, as international law and carrier terms may limit liability. For example, ocean carriers may limit liability under the Carriage of Goods by Sea Act, unless you declare a higher value in advance.

What are common mistakes US startups make with import export legal documents?

Common mistakes include using generic contracts that do not address your specific products or shipping methods, failing to update terms for new states or countries, not registering intellectual property in export markets, and overlooking insurance or risk management clauses. Many startups also neglect to keep proper records for customs compliance, which can lead to penalties or shipment delays.

Key Takeaways

• Import export supply agreements are the foundation of cross-border trade and should be tailored to your business, products, and risk profile.
• Federal customs documentation is required for all imports and exports, but state and industry rules may add extra requirements. Always check for state-specific permits or licenses.
• Clear customer contracts and importer terms of service help manage risk and set expectations with buyers, especially as you expand into new states.
• Logistics and warehousing agreements are essential to clarify responsibilities and protect your goods in transit and storage. Review liability and insurance clauses carefully.
• Intellectual property protection and confidentiality agreements help safeguard your brand, designs, and trade secrets in the US and abroad.
• Insurance, force majeure, and dispute resolution clauses are critical for managing the unique risks of international trade. Update these as your business grows or enters new markets.
• Common mistakes include using generic contracts, missing state-specific requirements, and failing to register IP or secure adequate insurance.

Launching or growing an import-export business in the US? The right legal documents can help you manage risk, comply with regulations, and build strong commercial relationships. For help preparing or reviewing your Importer Terms of Service, Export Supply Agreement, or other contracts, contact our team at (888) 449-8437 or team@sprintlaw.com. Where legal services are required, they are delivered by licensed lawyers at trusted law firm partners through the Sprintlaw platform.