INTERNATIONAL SALES: CONTRACTUAL RISKS, CROSS-BORDER DISPUTES AND CONTRACTUAL REMEDIES

24 March 2026

This series is inspired by recent Italian and foreign court decisions involving Italian companies engaged in international sales transactions. The purpose is not to derive general rules or uniform solutions from individual judicial precedents, but rather to highlight, through concrete cases, certain risk factors that frequently arise in cross-border commercial relationships.

From this perspective, each contribution will briefly identify the legal safeguards—and, in particular, the contractual techniques—that could, in principle, have prevented the dispute or at least mitigated its consequences.

The first decision worthy of attention is an order issued by the Commercial Court of Annecy, France, on 15 October 2025 and published in CISG-online 7663.

The dispute arose from the replacement of refrigerated display cabinets in a retail store located in France. TSC 2018 engaged SEICAR to carry out the replacement works and, following installation, promptly reported a series of malfunctions affecting the display cabinets installed in the store. As those defects remained unresolved, TSC 2018 commenced proceedings before the Commercial Court of Annecy seeking the appointment of a court expert. At the same time, SEICAR brought GROUPE SEDA into the proceedings, identifying it as its supplier.

By order dated 4 February 2025, the President of the Court granted the request for an expert investigation and appointed a judicial expert.

De Rigo Refrigeration, the Italian manufacturer of the display cabinets, became involved only at a later stage. During the expert investigation, the court-appointed expert considered it appropriate to extend the inquiry to the role played by the Italian company. Accordingly, GROUPE SEDA served De Rigo Refrigeration with a separate writ before the same court, seeking an order extending the scope of the existing expert investigation and making its findings enforceable against the Italian manufacturer as well.

TSC 2018 supported this request, arguing that the Italian manufacturer should also participate in the expert proceedings. De Rigo Refrigeration opposed the application. Primarily, it challenged the admissibility of the claim; alternatively, it requested that any involvement be limited to the role of a technically informed third party rather than that of a party fully bound by the findings of the expert investigation.

The Court upheld GROUPE SEDA’s application.

In its order of 15 October 2025, the Court held that the close connection among the various entities involved in the replacement of the refrigerated display cabinets justified extending the expert investigation to all parties concerned. The Court further clarified that the proceedings were not intended to determine the merits of the dispute but merely constituted an evidentiary measure designed to establish the relevant facts and, if necessary, lay the groundwork for potential future liability claims.

Naturally, the case does not allow any definitive conclusions to be drawn regarding the merits of the parties’ respective claims, nor does it make it possible to identify with certainty any liability on the part of the Italian company.

Nevertheless, the case provides a valuable lesson from a contractual risk-prevention perspective. The issue lies not only in the possible defectiveness of the product but also in the fact that, in international sales transactions, an Italian manufacturer may find itself involved in foreign proceedings where the contractual chain has failed to regulate adequately the essential aspects of the commercial relationship.

In a situation such as the one described above, a carefully drafted contract should include detailed product specifications, testing and acceptance procedures, and a clear framework governing claims and complaints, including who may raise them, within what time limits, through which procedures and against which party in the supply chain.

Equally important is a clear allocation of responsibilities among the manufacturer, supplier and installer, including through indemnity, recourse and cooperation clauses governing the management of end-customer complaints.

Furthermore, where consistent with the overall structure of the transaction, the contract should contain an exclusive jurisdiction clause in favour of the Italian courts or, alternatively, an arbitration clause, thereby reducing—at least in part—the risk of being required to defend proceedings before a foreign court.

In conclusion, this case illustrates how, in international sales transactions, a contract serves purposes that go far beyond regulating delivery, price and payment terms. More often, it is the instrument through which the risks of the transaction, the responsibilities of the various parties involved, the procedures for handling claims, and the jurisdictional framework governing future disputes should be allocated in advance. It is precisely in these areas that the effectiveness of the legal protection put in place for an Italian exporting company is generally measured.

Avv. Ennio Piovesani, Ph.D.

The information contained in this article is provided for general informational purposes only and does not constitute, and is not intended to constitute, legal advice or any other form of professional advice. The content does not take into account the specific circumstances of any individual case and should not be relied upon as a basis for making decisions without obtaining appropriate professional advice.