I support foreign-trade transactions throughout the contract cycle: structuring the Incoterms 2020 delivery term, agreeing specifications with GOST/ISO references where relevant, contract registration under Bank of Russia Instruction No. 181-I, pre-action claims and dispute work in the ICAC, HKIAC, ICC or Russian commercial courts.
Before the first payment, the contract should clearly identify the subject matter, delivery term, timing, acceptance procedure, claim procedure and dispute-resolution clause. Gaps in those terms can weaken the contract as evidence in a dispute.
The contract as evidence in a dispute
In commercial arbitration (ICAC, HKIAC, ICC) and in Russian commercial courts, the foreign-trade contract is central evidence: price, delivery terms, specifications and claim procedures are examined against the documents. The parties may choose the applicable substantive law (Article 1210 of the Russian Civil Code); if no law is chosen, the applicable law is determined under conflict-of-laws rules, including (Article 1211 of the Russian Civil Code). For a Russian buyer, that may point to the law of the seller's country, depending on the contract and circumstances. The 1980 UN Convention on Contracts for the International Sale of Goods (CISG) may apply where its conditions are met unless the parties exclude it under Article 6 CISG.
For a sale contract, the goods and quantity are core terms under Russian law (Articles 432 and 455 of the Russian Civil Code; CISG formation and certainty are governed by its own rules, including Article 14 where applicable). A vague subject matter can create enforceability and proof problems. A specification referring to GOST, ISO or technical requirements can also define the factual standard against which quality is assessed; without it, the dispute may turn on more general quality criteria under Article 469 of the Russian Civil Code ('ordinary requirements' in the relevant context), which can make the quality dispute less predictable.
The contract, specification, invoice, transport document (bill of lading or CMR) and payment record should describe the same transaction consistently. A discrepancy in the goods, tariff code or price may lead customs to question transaction value and request further evidence under (paragraph 10 of Article 39 of the EAEU Customs Code) and, where the statutory conditions are met, move to other valuation methods under Articles 41–45 of the EAEU Customs Code, while the authorised bank may raise currency-control or compliance questions under Bank of Russia Instruction No. 181-I. In a contract dispute, inconsistent documents can also affect interpretation. A documentary credit governed by the applicable rules UCP 600 places the issuing bank under its own payment undertaking (Article 7 UCP 600) and applies the principle of strict compliance to document examination (Article 14 UCP 600): discrepancies between the presented documents and the credit terms can justify refusal within the applicable examination period.
An arbitration clause both confers jurisdiction on the chosen arbitral tribunal and, subject to the applicable law and convention requirements, can exclude court proceedings on the same dispute under the 1958 New York Convention (subject to the Convention and applicable law). A workable arbitration clause should identify the arbitral institution or ad hoc rules, the seat, appointment mechanism, language and governing law as appropriate. Defects such as naming a non-existent institution or combining incompatible forums and rules can create jurisdictional and enforcement objections, including under Article V of the Convention. 1958 New York Convention
Structure of the transaction
Incoterms 2020 terms allocate delivery risks, transport costs and, where relevant, insurance obligations between the parties. EXW, FOB, CIF and DDP can affect which costs form part of customs value and who performs import formalities. A later amendment does not automatically rewrite how an earlier shipment actually took place.
The specification should identify the goods, article numbers, applicable GOST/ISO/technical requirements and permitted quantity or quality tolerances. Without a defined standard, a quality dispute may be assessed against more general criteria Article 469 of the Russian Civil Code, which can make expert assessment less predictable. The specification should be incorporated into the contract as an agreed attachment.
Where Bank of Russia Instruction No. 181-I requires a foreign-trade contract to be registered, the authorised bank assigns it a unique number. The applicable threshold, timing and document requirements depend on the type of contract and current rules. Payment terms and the contract data submitted to the bank should be consistent with the payment documents; discrepancies may trigger a request for clarification or delay processing.
The commercial invoice, packing list, bill of lading or CMR, origin documents and technical certificates form the transaction file. Product description, EAEU tariff code, value and origin should be consistent across the documents. An invoice/declaration discrepancy may prompt customs to question the declaration or customs value; it does not by itself determine the outcome.
An acceptance record should be made when the goods are handed over and should document the relevant condition, ideally with the supplier or an independent surveyor where appropriate. The buyer must notify the seller of defects within the period required by the contract and applicable law (Article 483 of the Russian Civil Code); latent defects are assessed under the rules applicable to when they were discovered and notified. A unilateral record made without notifying the counterparty may carry less evidential weight.
A pre-action claim should follow the contract's notice terms, including language, address and response period. For claims subject to Russian commercial-court procedure, the statutory pre-action requirement must be checked under Part 5 of Article 4 of the Russian Commercial Procedure Code. If the counterparty rejects the claim or does not respond, the next step may be commercial arbitration or a Russian commercial court, depending on jurisdiction. Recoverable loss may include actual loss and lost profit where the legal requirements are met (Articles 15 and 393 of the Russian Civil Code), together with contractual penalties where valid and applicable (Article 330 of the Russian Civil Code).
Deadlines
Types of disputes
The delivered goods differ in characteristics or stated origin from the agreed specification. A detailed specification and reliable acceptance evidence can be decisive in proving non-conformity.
If the contract contains no penalty clause (Article 330 of the Russian Civil Code) the creditor may still claim recoverable loss under Articles 393 and 524 of the Russian Civil Code or, where the CISG applies, damages under Articles 74–77. Incoterms allocate risk and delivery obligations according to the selected term and version; the FOB rule should not be described using the obsolete 'ship's rail' formulation.
An authorised bank may raise issues under Bank of Russia Instruction No. 181-I where the contract, invoice and payment details do not match. Repeated or late currency-control filings may engage the relevant parts of Article 15.25 of the Russian Code of Administrative Offences Article 15.25 of the Russian Code of Administrative Offences. Correcting the file may require an amendment and updated supporting documents; no fixed 3–30 working-day resolution period should be assumed.
Depending on the governing law and facts, recovery may be framed as return of the prepaid price under paragraph 3 of Article 487 of the Russian Civil Code or, where the CISG applies, restitution after avoidance under Article 81(2), subject to the Convention's requirements. Where no contractual restitution basis applies, Russian-law claims may include unjust enrichment under Articles 1102 and 1107 of the Russian Civil Code. Interest may also be claimed under the applicable rule Article 395 of the Russian Civil Code or, under the CISG, Article 84 where its conditions are met.
Customs may question or adjust declared customs value where the statutory valuation requirements are not met or the supporting evidence is insufficient. The financial effect depends on the goods, valuation basis, duty and tax rates; there is no reliable generic percentage of declared value.
Under CIF, the seller must procure the insurance required by the applicable Incoterms rule. The policy or certificate, bill of lading, survey evidence, loss notice and commercial documents should be checked against the actual cover; do not assume a fixed recovery without the policy terms.
Key contract terms and dispute forums
The selected Incoterms rule allocates delivery obligations, risk and specified transport or insurance costs. DDP places import-clearance obligations on the seller to the extent legally possible in the destination country; EXW places limited obligations on the seller. Tax and customs consequences must be assessed separately under the applicable law and actual transaction structure.
The dispute-resolution clause identifies the chosen court or international commercial arbitration (such as ICAC, ICC, HKIAC or CIETAC). A choice-of-law clause is separate and should also be stated clearly. Without an agreed forum, jurisdiction follows the applicable rules, including for Russian commercial courts Article 247 of the Russian Commercial Procedure Code); without a valid choice of law, Russian conflict-of-laws rules determine the applicable law, including (Article 1211 of the Russian Civil Code). HKIAC arbitration may be seated in Hong Kong where the parties or rules provide, with the Hong Kong Arbitration Ordinance governing the arbitral procedure. Recognition, enforcement and interim relief in mainland China depend on the applicable Hong Kong–Mainland arrangements and the specific type of measure or award.
The contract should specify how claims are sent, including address, language or form where needed, and any response period. Where Russian procedural law requires a pre-action step, failure to comply can lead to the claim being left without consideration under Part 5 of Article 4 and paragraph 2 of Part 1 of Article 148 of the Russian Commercial Procedure Code). For ICAC and other international arbitrations, any mandatory pre-arbitration step depends on the arbitration agreement, applicable rules and law.
The payment clause should state the currency, method (advance payment, documentary credit, collection), payment trigger and required documents. If the data submitted to a Russian bank are inconsistent with the contract or currency-control requirements under Bank of Russia Instruction No. 181-I the bank may request clarification, delay processing or apply the measures available under the applicable rules.
Awards may be recognised and enforced in states party to 1958 New York Convention Arbitration fees depend on the applicable schedule and amount in dispute.
Jurisdiction may arise from a valid jurisdiction agreement or other statutory grounds, including those in the Russian Commercial Procedure Code. State duty is calculated under the current Tax Code rules (Article 333.21(1)(1) of the Russian Tax Code, as amended, including Federal Law No. 259-FZ of 8 August 2024 where applicable).
ICC costs are calculated under the current ICC fee scales and depend on the amount in dispute and case administration. No generic USD 500,000 threshold or fixed USD 80,000–120,000 total cost should be assumed.
Both institutions are commonly used for China-related disputes. Seat, language, procedural law and enforcement route depend on the arbitration agreement, institutional rules and applicable law; they should not be assumed from the institution name alone.
We start with the contract, its attachments and what has already gone wrong. Then we choose the appropriate scope of review.
Cost of legal support
| Drafting a contract and attachments | from RUB 25,000 |
| Reviewing the counterparty's contract | from RUB 15,000 |
| Registering a contract with the bank | from RUB 10,000 |
| Pre-action claim and calculation of demands | from RUB 20,000 |
| Preparing a claim for ICAC / HKIAC / ICC | from RUB 80,000 |
| Estimated total | from RUB 150,000 |
| Return of an advance for short delivery | Subject to proof and the court's determination |
| Contractual penalty | Rate as agreed in the contract, subject to applicable law |
| Challenge or reduction of a customs value adjustment | Amount depends on the challenged assessment and outcome |
| Interest under Article 395 of the Russian Civil Code | at the key rate |
| Recovery of litigation costs | Subject to Article 110 of the Russian Commercial Procedure Code and the court's assessment of reasonableness |
| Claim value and litigation cost | Economics depend on the claim, evidence and recoverable amount |
Calculator
Base model: principal claim (advance refund, contractual penalty, damages) + interest under Article 395 of the Russian Civil Code at the applicable rate. Court costs under Article 110 of the Russian Commercial Procedure Code and ICAC / HKIAC arbitration fees are added separately where applicable.
Amounts exclude litigation costs and VAT where applicable.
Common questions
Initial contact
Describe what you received, the date, the amount at risk and what has already been submitted. The first practical step will be clear after review.
Materials on this issue