Contract for a specific transaction

Before signing, the lawyer compares the parties' agreements with the contract text and shows the owner the terms that affect payment, delivery, liability and debt recovery. The director then signs a document that reflects the actual transaction, while the accountant and logistics team work with the same commercial data.

For regular supplies, it is practical to have a master contract and separate specifications or orders. This arrangement allows the product range, quantity, price and dates to be changed without signing a new large contract each time. For a one-off transaction, it is simpler to state all material commercial terms in one document from the outset.

Changes to the price, timing, quantity or bank details are documented by the parties with the same care as the main contract. If commercial terms change frequently, the contract should provide a simple way to approve specifications and appendices. The owner then sees one current version of the agreements and can confirm it to the bank or counterparty.

When the parties work in different languages, the director determines which language version prevails in the event of discrepancies. For complex technical goods, it is convenient to make the specification bilingual or add an agreed translation of the key characteristics. This reduces disputes caused by different interpretations of the product name, configuration or quality requirements and makes the work of the bank and customs broker easier.

UBC can prepare a contract from scratch or revise a text sent by a foreign partner. The client receives a document for the specific transaction and an explanation of the terms that directly affect money, timing and liability. This saves the director time in negotiations and helps move more quickly to signing and performance of the agreements.

Delivery, payment and the parties' rights

The director agrees the price and payment currency, the advance payment, final settlement and the event after which the buyer pays. For international trade, it is useful to state the bank details, the procedure for changing the account and the method for confirming new details directly. This gives the parties a clear procedure for each payment.

The delivery or service period is linked to a specific date or a clear event: receipt of the advance payment, approval of the specification, readiness of the goods or transfer of source materials. The parties also agree how the goods or services are accepted, within what period defects must be reported, and which documents confirm performance. These terms directly affect when money is received and the ability to require performance from the counterparty.

Separately, the parties choose the law governing the contract, the language of notices and the body that will consider a dispute. For some transactions, a Ukrainian court is suitable; for others, a court in the counterparty's country or arbitration may be more appropriate. The choice depends on the amount, the partner's country, the location of assets and the cost of a possible dispute. The owner should understand where a debt can realistically be recovered and which body would actually hear the dispute.

Before making a substantial advance payment, the owner compares the counterparty's registration details, the signatory's authority, bank details, public information about its activities and available information about disputes. The contract is supported by documents showing with whom the transaction is concluded and to which account the money is transferred.

Subject matter, price, currency and timing

Under the Law of Ukraine 'On Foreign Economic Activity', a foreign trade contract is an agreement between a Ukrainian entrepreneur and a foreign counterparty on their rights and obligations. The parties may conclude it in simple written or electronic form. For exports of services, except transport services, the law also allows agreements through electronic messages, a public offer or an invoice for services provided.

The owner or director agrees the subject matter of the transaction: what goods are sold or purchased, what service is provided, in what quantity, at what price and in what currency. For goods, the characteristics, completeness, packaging, delivery terms and place of transfer are important. For services, the scope of work, timing, acceptance procedure and the document after which the obligation to pay for the service arises are important.

The price is linked to the business's actual costs. The owner takes into account the purchase price, transport, insurance, customs payments, banking expenses, taxes and the desired profit. If the parties use Incoterms, they state the specific rule, edition and named place. This shows who pays for the individual transport stages and where the seller fulfils its delivery obligations.

For foreign-currency settlements, the director takes into account the NBU rules in force on the payment date and the maximum settlement periods where they apply to the specific transaction. The payment schedule in the contract should match how funds will actually be received or transferred through the bank.

For goods, the parties agree documents on origin, quality or conformity if they are required by the buyer, carrier or customs authorities. The director includes them in the delivery terms so that the seller and buyer have the same understanding of the document package required before shipment.