A bad contract rarely looks bad. The price is agreed, the standard form is familiar and the broker confirms the deal. The problem appears later, when the parties discover that they understood the same clause differently.
The goods description must match what can later be proved by documents. Check which characteristics the surveyor will determine, what the certificate will state and whether the laboratory can test every contractual parameter.
If the specification includes a characteristic that nobody measures or certifies, proving compliance may be difficult.
State whether weight and quality are final at the load port or the discharge port. Identify whose figures are binding, who appoints the surveyor and who bears the cost.
The contract should also address retesting, conflicting laboratory results and, where appropriate, the appointment of a third laboratory. Different assumptions remain invisible until the figures no longer match.
The word extension does not by itself create a simple right to extend the delivery period. The incorporated form may prescribe who can claim an extension, when notice must be given, how long it lasts and what it costs.
It must also be clear what happens if the notice is late or the required procedure is not followed. One overlooked sentence can separate a valid extension from a default.
Identify the exact GAFTA or FOSFA form and edition, the applicable Incoterms rule and any additional terms introduced by either party.
Open and read every document incorporated by reference. Standard forms may contain provisions on default, force majeure, prohibition, notices, arbitration and time bars.
As per usual terms is not enough unless the contract makes clear whose terms apply and where they can be found. A document does not stop binding the parties merely because nobody opened it before signing.
SHEX, FHEX, WWD, NOR and WIBON are not decorative abbreviations. They determine whether time counts and, ultimately, who pays demurrage.
Check which periods are excluded, whether time used during an excluded period counts, when NOR may be tendered and when laytime begins after a valid NOR. If the clause is understood only in general terms, read it again.
List the documents against which payment is due: the required originals and copies, who must issue each document, where it must be presented and whether legalisation or an apostille is required.
Check whether certificates must contain prescribed wording. Standard documents is a workable phrase only until one party's standard turns out to differ from the other's. Defining the complete package is usually cheaper than proving a trade custom later.
Confirm the arbitration agreement, the governing law and every deadline for bringing a claim or commencing proceedings.
A party can be right on the merits and still lose its claim by missing a contractual time bar. The dispute resolution clause deserves review immediately after the commercial terms, not once a dispute has arisen.
Before signing, check the goods description, final weight and quality, extension mechanics, incorporated terms, laytime, payment documents and dispute resolution. If any point remains unclear, clarify it and put the answer into the contract - a history of trouble-free performance is not a substitute for clear wording.