Does a commercial agency agreement equal an export contract? 4 key differences that foreign trade practitioners must know

Is a commercial agency agreement an export contract?

In 2025s latest international trade practices,commercial agency agreements and export contracts have fundamental differences. According to the United Nations Commission on International Trade Law (UNCITRAL) definition, agency agreements fall under principal-agent legal relationships, while export contracts belong to sales legal relationships. The former regulates cooperation methods between agents and principals, while the latter directly binds buyers and sellers to delivery-payment obligations.

Analysis of four core differences between them

• Different legal nature
  • Agency agreement: Governed by the Convention on Agency in the International Sale of Goods
  • Export contract: Governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG)
• Different principal relationships
  • Agency agreement: Principal → Agent (may extend to end buyer)
  • Export contract: Seller → Buyer (direct rights and obligations relationship)
• Different performance methods
  • Agency agreement: Typically specifies commission calculation and market development obligations
  • Export contract: Clearly defines product specifications, payment terms, and delivery terms (e.g. FOB/CIF)
• Different legal consequences
  • Breach of agency agreement: May involve pre-contractual liability
  • Breach of export contract: Directly leads to payment recovery or quality claims

Typical application scenarios in practice

Common operational models in 2025 areCombined use of agency agreement + export contract: A machinery manufacturer signs a 3-year exclusive agency agreement with a Vietnamese agent, specifying market promotion obligations and commission rates. Each specific transaction requires a separate export contract clarifying equipment models, payment terms and other commercial clauses.

Special attention required forLegal interface issues:

• Agency agreements should specify the authorization scope for signing export contracts
• Export contracts must explicitly exclude the agents joint liability
• Commission calculation basis must be linked to export contract amounts

How to select appropriate legal documents?

Enterprises are advised to base selection onCooperation stageSelect legal documents:

• Market development phase: Prioritize signing agency agreements to establish cooperation framework
• Specific transactions: Must separately sign export contracts
• Long-term cooperation: Can supplement with distribution agreements to form a complete system

According to the latest international trade dispute cases published in 2025, disputes caused by failure to distinguish between agency agreements and export contracts accounted for 17.3%. In a Sino-German trade dispute, because the agency agreement included price terms, the court recognized it as having sales contract attributes, resulting in additional compensation liabilities for the principal.

Professional Suggestions

Suggestionsforeign tradeEnterprises should:

• Exclude sales relationship clauses in agency agreements
• Have export contracts signed directly between actual buyers and sellers
• Regularly review the temporal validity interface of legal documents
• Consult local trade compliance advisors when involving emerging markets

Special reminder: According to the amended Cross-Border Trade Services Law effective in 2025, if an agency agreement contains goods ownership transfer clauses, it may be recognized as a de facto sales contract. Enterprises must pay attention to the legal document attribute definition.