Reviewing a contract with a counterparty in the EU

A contract with a business in an EU member state is governed by whichever law the parties choose, but the choice does not settle where a dispute is heard, whether an English judgment can be enforced abroad, what rules apply to the data that crosses the border, or what the counterparty's own law imposes regardless of the contract. Since the UK left the EU, the answers to those questions have changed. I review the contract from the side of the business in England and Wales and return it marked up with a written explanation of the changes, the points that depend on the counterparty's law and the ones a counterparty will accept, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales supplying goods or services to, or buying from, a customer, distributor, agent, supplier or platform based in an EU member state, whether on their own terms, the counterparty's terms or a negotiated agreement, and want the contract to work across the border. Both parties are businesses; I advise on the law of England and Wales and identify the points that need advice in the counterparty's country.

What to look for in a contract with an EU counterparty

Choice of law, and the rules that apply whatever you choose

Regulation (EC) No 593/2008 on the law applicable to contractual obligations, retained in the law of England and Wales and still applied in the EU, gives effect to the parties' choice of law under Article 3 and supplies the applicable law where none is chosen under Article 4, but under Article 9 the overriding mandatory provisions of the forum, and in some cases of the place of performance, apply regardless of the choice. The review checks that the contract chooses English law expressly, and identifies the counterparty's mandatory rules, on agency, on payment terms, on employees and on consumers, that will apply anyway.

Jurisdiction and enforcing a judgment after Brexit

The EU rules on jurisdiction and the recognition of judgments no longer apply between the UK and EU member states, so an English court judgment is enforced in an EU state under that state's own rules or under the Hague conventions the UK has joined, which are given effect by the Civil Jurisdiction and Judgments Act 1982: the Hague Convention on Choice of Court Agreements 2005, which supports an exclusive jurisdiction clause, and the Hague Judgments Convention 2019, which now applies between the UK and the EU. The review checks that the jurisdiction clause is exclusive and drafted to fall within the Convention, or that an arbitration clause under the Arbitration Act 1996 is used instead, since arbitral awards are enforceable across the EU under the New York Convention.

Data crossing the border both ways

Personal data sent from the EU to the UK relies on the European Commission's adequacy decision for the UK, and data sent from the UK to the EU relies on the UK's own adequacy regulations under the UK GDPR and the Data Protection Act 2018, so transfers in either direction need no additional mechanism while adequacy stands. The review checks that the contract does not require standard contractual clauses that are not needed, that the processor terms required by Article 28 are in place where one party processes for the other, and that a fallback mechanism under Article 46 is provided for if adequacy is withdrawn.

Goods, customs, VAT and who is the importer

Goods moving between Great Britain and the EU cross a customs border, and the contract should say who is the importer of record, which Incoterm governs delivery and risk, and who bears duty, import VAT and the cost of customs declarations, which the Taxation (Cross-border Trade) Act 2018 governs on the UK side. The review checks the delivery term against the parties' expectations, the product compliance and marking obligations for goods placed on the EU market, and the position on rules of origin under the Trade and Cooperation Agreement, which the counterparty's customs advisers should confirm.

Commercial agency, distribution and consumer rules that follow the customer

An agent negotiating sales of goods in an EU member state has the protections of that state's implementation of the commercial agents directive, on which the Commercial Agents (Council Directive) Regulations 1993 are based, including compensation or indemnity on termination, whatever law the contract chooses. A distributor is subject to EU competition rules on exclusivity and pricing that mirror section 2 of the Competition Act 1998. Sales to consumers in the EU attract the consumer's own national rules on cancellation and guarantees. The review identifies which regime the contract engages and what the counterparty's law will impose.

Payment, currency, interest and the counterparty's own late payment rules

The contract should fix the currency, the payment period and the consequences of late payment. Where English law governs, the Late Payment of Commercial Debts (Interest) Act 1998 applies, and EU member states have equivalent rules derived from the same directive, with statutory interest and fixed compensation. The review checks the payment terms against both, the treatment of exchange rate movements, the security for payment where the counterparty is abroad (advance payment, letter of credit, credit insurance), and the Unfair Contract Terms Act 1977 position, since section 26 takes an international supply contract for goods outside the Act's reasonableness controls.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

Can we still enforce an English court judgment in France or Germany?

You can, but under the member state's own rules or the Hague conventions rather than the EU regime that applied before Brexit, which makes an exclusive jurisdiction clause or an arbitration clause more important. The review checks the clause and recommends the route most likely to be enforced.

We chose English law. Does the German agent still get compensation when we terminate?

Under the German implementation of the commercial agents directive, yes, for an agent operating in Germany, whatever law the contract chooses, and the position is the same in other member states. The review identifies the regime and drafts the termination provisions with it in mind.

Do we need standard contractual clauses to send customer data to our EU supplier?

Not while the UK's adequacy regulations for the EU stand and the EU's adequacy decision for the UK stands, though the processor terms Article 28 requires are still needed. The review checks the data terms and provides a fallback if adequacy is withdrawn.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Data protection agreements and privacy terms, £795
• Reviewing a contract with a counterparty in the United States
• Reviewing a contract governed by the law of another country

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.