Which law applies if we agreed on nothing?

Not German law by default. Before courts in the EU, Rome I determines the applicable law; for a sale of goods without a choice of law that is regularly the law at the seller’s seat. The CISG enters on two routes: where both sides sit in Contracting States, and equally where the rules of private international law lead to the law of a Contracting State (Art. 1(1) CISG). In both cases it applies without anyone having agreed to it.

Should we exclude the CISG?

Not as a blanket rule. Exclusion is a reflex, not a result. In many constellations the CISG is the sounder basis, in others it is not. The answer turns on your role, your goods, and your counterparty – not on habit.

Are Incoterms enough as delivery terms?

No. Incoterms govern passing of risk, allocation of cost, carriage, and customs formalities. They do not govern transfer of title, liability, payment, or warranty. Setting a clause and leaving the rest open means the larger part of the contract is unwritten.

Forum selection or arbitration?

It turns on where you will have to enforce. A German judgment is straightforward to enforce inside the EU and often not outside it; an arbitral award runs on the New York Convention. Against the higher cost of arbitration stands the question whether you can reach your money at all when it matters.

What does contract support cost?

The price is fixed before the work starts. It follows scope and complexity, not hours spent. I bill by the hour only as the exception, where the scope genuinely cannot be determined up front.

International Contracts

A contract decides what happens,
when things go wrong.

International supply contracts and Standard Terms, from term-sheet to dispute. With CISG, Incoterms®, and BGB content review under one roof.

Arrange an initial consultation +49 211 545 703 30

Fixed fee instead of hourly billing: you know the price before the work starts. I bill by the hour only as the exception, where the scope genuinely cannot be determined up front.

Legal advice in international business law in Düsseldorf

The problem

Contracts aren’t paperwork. They’re risk math.

International supply contracts have edges you don’t see. Which law applies when nothing is agreed? Which clause breaks when the other side comes from a jurisdiction with different rules? Which Standard Terms are valid, which fail in court?

The question isn’t whether you have a contract. The question is whether your contract catches the risk before it materializes.

Three lines

What I take on.

International supply contracts

Supply contracts that hold up in a dispute: CISG inclusion or exclusion, Incoterms, choice of law, forum selection. For manufacturers, suppliers, and distributors in cross-border supply and service relationships.

Supply contracts, framework agreements, service-level agreements
UN Sales Law (CISG), Incoterms 2020
Rome I, applicable law, forum selection
Negotiations with international counterparties

Standard Terms

Standard Terms as a strategic instrument, not as an appendix. Standardization, content review, BGB-proof clause drafting that survives Sections 305–310 BGB.

Drafting, incorporation, severability clauses
Content review (Sections 305–310 BGB)
International Standard Terms (B2B, EU, third countries)
Clause reviews during contract negotiations

Standard terms drafted and reviewed

Contract Management

Standardize contracts, automate drafting, cut processing time. Every individual contract becomes reusable logic. Guesswork becomes data-backed decision-making.

Contract automation, standard clauses, contract logic
Digital contract handbook, comparison against standards
Legal design (readability, usability)
Interfaces with procurement, sales, legal

The system

Advice alone is half the answer.

A good contract whose logic doesn’t reach your organization will be misread by the third use case. Advice is the first step, not the only one.

Knowledge Management. Make contract logic available across your organization, not locked in one head.
More on Knowledge Management
Training. Your team applies what we built together. Webinars and in-house training.
More on training

Substance

About me.

Specialist titles

International business law. Commercial and corporate law.

DIS

Arbitrator

Arbitrator in DIS arbitrations (German Arbitration Institute).

ICC

Commission

ICC Commission on Commercial Law and Practice (CLP).

2015

INN.LAW founded

Solo practice focused on international business law.

Clients

Voices that speak for themselves.

STRATEC is one of the world’s leading providers of automation solutions for in-vitro diagnostics and life science. We have consistently extended our business model and aligned it ever more closely to the needs of our partners. INN.LAW supports us in the implementation of our global strategy. We value the business-friendly, pragmatic approach, the expertise in international business law, and the focus on fostering business relationships with our clients.
STRATEC SEIn-vitro-Diagnostik, Life Science

Als Familienunternehmen mit Tradition streben wir mit allen unseren Geschäftspartnern eine partnerschaftliche und langfristige Beziehung an, die von Fairness, Vertrauen und Verlässlichkeit geprägt ist. Wir freuen uns über die professionelle Unterstützung von Herrn Rechtsanwalt Peter Poleacov (INN.LAW) bei der Anpassung von Vertragswerken, die unsere Unternehmenskultur widerspiegeln.
Alfred Ritter GmbH & Co. KGLebensmittel, Familienunternehmen

More references

FAQ

Frequently asked questions about international contracts.

Which law applies if we agreed on nothing?: Not German law by default. Before courts in the EU, Rome I determines the applicable law; for a sale of goods without a choice of law that is regularly the law at the seller’s seat. The CISG enters on two routes: where both sides sit in Contracting States, and equally where the rules of private international law lead to the law of a Contracting State (Art. 1(1) CISG). In both cases it applies without anyone having agreed to it.
Should we exclude the CISG?: Not as a blanket rule. Exclusion is a reflex, not a result. In many constellations the CISG is the sounder basis, in others it is not. The answer turns on your role, your goods, and your counterparty – not on habit.
Are Incoterms enough as delivery terms?: No. Incoterms govern passing of risk, allocation of cost, carriage, and customs formalities. They do not govern transfer of title, liability, payment, or warranty. Setting a clause and leaving the rest open means the larger part of the contract is unwritten.
Forum selection or arbitration?: It turns on where you will have to enforce. A German judgment is straightforward to enforce inside the EU and often not outside it; an arbitral award runs on the New York Convention. Against the higher cost of arbitration stands the question whether you can reach your money at all when it matters.
What does contract support cost?: The price is fixed before the work starts. It follows scope and complexity, not hours spent. I bill by the hour only as the exception, where the scope genuinely cannot be determined up front.

Amateurs don’t know what to do. Professionals know what not to do.
Jamie Dimon

Contact

Let’s talk.

Send an email +49 211 545 703 30