Contract and payment terms
The contract decides who controls the ocean leg, which port the cargo moves through, and what happens if a bank rejects a document at the worst possible moment. Copying the seller's draft answers all three questions in the seller's favour.
Who this is for
A buyer with a Brazilian exporter and a broadly agreed deal who needs the contract, the delivery basis and the payment structure actually set, rather than accepting the seller's first draft.
The problem this solves
Three decisions get made at contract stage, and each one favours whichever party controls the drafting by default: which Incoterm applies, which decides who pays for and controls the ocean leg; which payment instrument is used, which decides who carries the risk of a rejected document or a slow bank; and what happens if the cargo does not match the contract, which only works if the inspection certificate was named as a required document from the start. A seller's draft answers all three in the seller's favour unless the buyer's side negotiates them, and by the time a shipment is already moving it is too late to add the clause that would have protected it.
What we do
- Set the Incoterm against how the cargo actually moves: FCA for containerized cargo per the ICC's own guidance, FOB, CFR or CIF for bulk.
- Choose between a letter of credit and a documentary collection based on how well the relationship is established and the deal's value.
- Structure the credit or collection so an inspection certificate, where one is commissioned, is a named required document.
- Have the contract's legal drafting reviewed by a Brazilian lawyer before signature.
Deliverables
A contract structure with the Incoterm and payment instrument set for your deal, and a lawyer's review of the drafting.
Timeline
Timeline is set in the written quote after the diagnostic call.
What we need from you
The commodity, the deal's approximate value, how well established the relationship with the exporter is, and any draft contract already in hand.
Price
Quoted per deal, after the free diagnostic call. Price depends on the complexity of the structure and how much legal review the contract needs. See pricing for what drives the number.
Who does the work
Our desk in Rio de Janeiro sets the commercial structure; a Brazilian lawyer registered with the OAB reviews the legal drafting.
This page describes a paid service. It is not a substitute for your own legal counsel's final sign-off, and it is not personal financial advice.
Frequently asked questions
FOB, CFR, CIF or FCA: which should I use?
For bulk cargo loaded between ports, FOB, CFR and CIF are standard. For anything moving in a container, including reefer meat and leather, the ICC advises FCA instead; FOB is a common but ill-fitting choice for containerized cargo. We set the basis against how your specific cargo actually moves, not by defaulting to whichever term the seller's draft already uses.
Letter of credit or documentary collection?
A letter of credit shifts payment risk to the issuing bank, which pays against a complying set of documents regardless of the cargo's actual condition; a documentary collection leaves more risk with the buyer but costs less to arrange. Which one fits depends on how well you already know the exporter and how much the deal is worth. See letters of credit for the mechanics of the credit itself.
Does a letter of credit protect me against a short or defective shipment?
No, and this is the most common misunderstanding we see. A credit pays against documents, not against the cargo. Protecting against a short or defective shipment is what pre-shipment inspection does, by naming the inspection certificate as a required document in the credit; the two work together, not as substitutes.
Do you draft the contract yourselves?
The commercial structure, Incoterm, payment instrument and key clauses are set by our desk against your specific deal; a Brazilian lawyer registered with the OAB reviews the legal drafting and its enforceability in Brazil before you sign.
Work the Brazilian side of your deal with us
We are based in Rio de Janeiro. Send us the specifics and we will tell you where things stand before you commit.