外贸英语·订单之路精读30篇（4）

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签约终局：条款背后潜藏的后果

The phrase 'FOB Shanghai Port' seems neutral until currency fluctuation renders payment terms functionally punitive for one party.
Force majeure clauses drafted pre-pandemic rarely address AI-driven supply chain disruptions or geopolitical port congestion events.
A seemingly minor punctuation choice—such as comma placement before 'including but not limited to'—can expand liability exposure exponentially.
Jurisdiction clauses specifying 'courts of Singapore' assume both parties possess equal legal capacity to litigate there—a frequent oversight in SME contracts.
Payment milestones tied to 'signed inspection report' create dependency loops when inspectors lack clear authority to approve or reject.
Intellectual property transfer language often omits moral rights retention, exposing designers to unauthorized derivative use post-contract.
Termination-for-convenience clauses disproportionately favor buyers unless balanced by supplier recovery costs for sunk tooling or labor.
Governing law selection affects enforceability: a contract under English law may be unenforceable in jurisdictions rejecting common-law precedent.
Ambiguity in 'commercially reasonable efforts' invites interpretation battles during disputes—yet few contracts define that threshold operationally.
The most consequential clause isn’t buried in legalese—it’s the one omitted entirely: dispute escalation protocol before litigation.