Is a commercial agency agreement an export contract?

In the latest international trade practices of 2025,There is an essential difference between a commercial agency agreement and an export contract.According to the definition by the United Nations Commission on International Trade Law (UNCITRAL), an agency agreement falls under the legal relationship of mandate, while an export contract pertains to the legal relationship of sale and purchase. The former regulates the cooperation between the agent and the principal, whereas the latter directly governs the obligations of delivery and payment between the buyer and the seller.

Analysis of the 4 Core Differences Between the Two

• The legal nature is different.
  • Agency Agreement: Subject to the Convention on Agency in the International Sale of Goods
  • Export Contract: Subject to the United Nations Convention on Contracts for the International Sale of Goods (CISG).
• Different subject-object relationships
  • Agency Agreement: Principal → Agent (may extend to the end buyer)
  • Export Contract: Seller → Buyer (direct rights and obligations relationship)
• Different methods of performance
  • Agency Agreement: Typically stipulates commission calculations and market development obligations.
  • Export Contract: Specify product specifications, payment terms, and delivery clauses (e.g., FOB/CIF).
• The legal consequences differ.
  • Breach of agency agreement: may involve liability for pre-contractual fault.
  • Breach of export contract: Directly results in payment recovery or quality claims.

Typical application scenarios in practice

The common operational modes in 2025 are:Agency Agreement + Export Contract Combination Use: A machinery manufacturer signed a three-year exclusive agency agreement with a Vietnamese agent, stipulating market promotion obligations and commission rates. Each specific transaction is separately governed by an export contract, which specifies commercial terms such as equipment models and payment conditions.

Special attention should be paid to:Legal convergence issues:

• The agency agreement should specify the scope of authorization for signing export contracts.
• The export contract must explicitly exclude the agent's joint and several liability.
• The commission calculation benchmark must be linked to the export contract amount.

How to choose the appropriate legal documents?

It is recommended that enterprises base their decisions onCooperation phaseSelect legal documents:

• Market Development Phase: Prioritize signing agency agreements to clarify the cooperation framework.
• For specific transactions: a separate export contract must be signed.
• In long-term cooperation: supplementary distribution agreements can be established to form a complete system.

According to the latest international trade dispute cases published in 2025, disputes arising from the failure to distinguish between agency agreements and export contracts accounted for 17.3%. In a Sino-German trade dispute, the inclusion of price terms in the agency agreement led the court to classify it as a sales contract, resulting in the principal bearing additional compensation liabilities.

Professional Suggestions

Suggestionsforeign tradeEnterprise:

• Explicitly exclude the buyer-seller relationship clause in the agency agreement.
• The export contract is directly signed by the actual buyer and seller.
• Regularly review the temporal effectiveness and coherence of legal documents.
• When dealing with emerging markets, consult a local trade compliance advisor.

Special Reminder: According to the amendments to the Cross-Border Trade Services Act, which will take effect in 2025, agency agreements containing clauses on the transfer of goods ownership may be deemed as de facto sales contracts. Companies must pay close attention to the legal classification of such documents.