The clauses that decide the outcome
People read the price and the deadline. A dispute, though, is almost always decided elsewhere in the text.
Payment. When exactly it falls due, what triggers it, what happens on delay, and whether there is a right to withhold.
Acceptance. Who accepts the work and how, within what period, and what silence means. The clause saying silence equals acceptance looks small and is decisive in practice.
Penalties. Whether they run both ways or only one. Whether they are tied to actual loss.
Termination. On what conditions and with what notice. A contract with no reasonable way out of it is a trap, even when everything else in it is good.
Liability. Whether it is capped, for what, and in whose favour.
Governing law and where disputes are decided
This is the clause people skip, and with a foreign counterparty it is among the most important.
If disputes are decided in a distant jurisdiction, or before an arbitration that is expensive, you effectively lose the ability to pursue anything for a smaller sum. The clause looks technical and determines whether you will enforce your rights at all.
The contract can be changed
That is the most useful sentence here. A ready-made text is not the law. People rarely propose changes because they do not know they can.
Usually two or three clauses change, not the whole contract. The other side often agrees, because they want the deal too.
When you probably do not need me
For a small one-off supply, paid on delivery, with no continuing obligations, a lawyer’s review costs more than the risk.
Call when the contract runs for a long term, for a large sum, with a foreign party, or where you are becoming dependent on the counterparty.
Related
Breach and penalties and debt collection.
What I will need
The draft contract and its annexes. What was agreed verbally and is not in the text. Who the counterparty is. And what you cannot afford to have happen, because the protection is written around that.
This page provides general information and does not constitute legal advice on any specific case. Rights and deadlines depend on the facts and the applicable law.