Drafting effective international contracts: Breaking up is hard to draft: Termination of International Sales and Distribution Contracts

#UIABudapest

Ending an international commercial relationship is often more complex than starting one. Poorly drafted termination provisions can expose parties to significant legal and financial risks, particularly when cross-border contracts are governed by different legal frameworks. This seminar explores how international sales and distribution agreements come to an end and how lawyers can effectively manage and draft termination mechanisms. The programme will examine the different types of termination and clarify the distinctions between termination, avoidance, rescission and cancellation – concepts that are often used interchangeably but carry different legal implications. Particular attention will be given to the regulation of termination under the CISG and the UNIDROIT Principles of International Commercial Contracts (PICC), including termination for breach, the notion of a fundamental breach and other grounds for ending the contract, as well as the specific challenges posed by termination for convenience in long-term sales and distribution agreements. The seminar will also focus on practical drafting techniques for termination clauses, addressing notice requirements, cure periods, and risk allocation. Finally, it will analyse the consequences of termination – the “after the break-up” phase – including restitution, damages, pending obligations, and the management of post-termination relationships.

Together, these topics aim to provide participants with both a solid legal framework and practical tools for drafting effective termination provisions in international contracts.

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We are looking forward to welcoming you to Budapest!