No table of contents available
The goods have been delivered, the counterparty has sold everything, yet the payment remains “nowhere to be found” – what should Vietnamese businesses do?
International sale of goods disputes in cases where the goods have already been consumed but payment has not been made are becoming increasingly common legal risks, especially for import-export enterprises, FDI companies, and cross-border traders. If not handled properly, businesses may lose the entire contract value, suffer prolonged cash flow disruption, and face serious reputational damage.
In international commercial practice, many businesses find themselves in a “deadlock” situation: the goods are delivered in full compliance with the contract, the buyer has consumed or resold all goods, yet payment obligations are delayed, avoided, or outright refused. Such international trade disputes are particularly complex as they simultaneously involve contractual obligations, applicable laws, commercial customs, and jurisdictional issues.
The core issue lies in the imbalance of interests. When goods have not yet been consumed, the seller still has leverage to exert pressure. However, once the goods have entered the market or production process, the buyer often holds an overwhelming advantage.
Common causes of international sale of goods disputes due to non-payment include:
Payment terms in the contract are vague or lack adequate security mechanisms.
Businesses place excessive trust in long-term partners and accept deferred payments.
Market fluctuations, exchange rate volatility, or import policy changes cause buyers to lose payment capacity.
Buyers deliberately delay payment by exploiting cross-border legal loopholes.
More alarmingly, many businesses only recognize the risk after the goods have been fully consumed, making recovery nearly impossible.
Vietnamese enterprises often underestimate the following legal risks in international sale of goods disputes:
Failure to clearly define the governing law, leading to prolonged jurisdictional disputes.
Absence of retention of title clauses, making recovery of consumed goods impossible.
Insufficient evidence of delivery and consumption, weakening the seller’s position in litigation or arbitration.
High costs of international dispute resolution, causing businesses to abandon claims and accept losses.
These factors turn unpaid international trade disputes into a nightmare for many exporters.
When international sale of goods disputes arise, understanding the applicable legal framework determines the likelihood of debt recovery. At this stage, emotional responses are ineffective; a structured legal strategy is essential.
Depending on the contract, international sale of goods disputes may be governed by:
The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG).
Commercial laws of the country agreed upon by the parties.
International trade customs (Incoterms, UCP, etc.).
When goods have already been consumed, the focus shifts from returning goods to enforcing payment obligations and claiming damages. Businesses may choose:
Litigation before a competent court.
Resolution through international commercial arbitration.
Legally supervised negotiation or mediation.
Choosing the wrong mechanism can result in years of proceedings without recovery.
The answer is yes, but it is not simple. In international sale of goods disputes, sellers may still demand full payment if they can prove:
The contract is legally valid.
Goods were delivered in the agreed quantity and quality.
The buyer received and consumed the goods.
There is no lawful basis for refusing payment.
However, such rights are effectively protected only when businesses prepare comprehensive documentation, evidence, and dispute strategies from the outset.
Facing international sale of goods disputes where goods are consumed but unpaid, many businesses choose to absorb losses due to fear of legal risks and costs. This is precisely where DEDICA Law helps clients change the outcome.
DEDICA does not handle disputes on a reactive basis but develops a comprehensive strategy, including:
Reviewing all contracts and delivery and payment documents.
Assessing the applicability of CISG or foreign laws.
Analyzing the counterparty’s assets, cash flow, and business operations.
Proposing appropriate legal pressure measures prior to litigation.
In many cases, a strategically drafted demand letter alone has compelled counterparties back to the negotiation table.
Beyond dispute resolution, DEDICA focuses on legal risk prevention by helping businesses avoid recurring non-payment scenarios through:
Drafting robust international sale contracts with clear payment terms.
Establishing payment security mechanisms (LCs, guarantees, deposits).
Advising on optimal governing law and dispute resolution clauses.
Providing ongoing legal support as an “outsourced legal department.”
Early preparation enables businesses to maintain control, even when disputes arise.
International sale of goods disputes where goods are consumed but unpaid are not merely legal issues—they threaten cash flow, reputation, and long-term sustainability. A delayed response can cost businesses their entire right to recover debts.
Are you facing a similar issue?
Contact DEDICA Law for tailored legal strategies to protect your interests and recover outstanding payments effectively.
📞 Hotline: (+84) 39 969 0012 (WhatsApp, WeChat, Zalo)
🕒 Working hours: Monday – Friday (8:30 AM – 6:00 PM)
Contact us today for a free initial consultation with our professional legal team.
Select a platform to view details
