Distinguish change-in-law risk from force majeure and identify contracts where the two are wrongly conflated.
Law & Contract Management
Allocating Tariff and Change-in-Law Risk in Cross-Border Supply Contracts
Draft supply contracts that survive tariff shocks and regulatory change by allocating customs duty, sanctions and change-in-law risk clearly between buyer and seller.
🗓️Duration5 training days
📚Content4 modules · 8 sessions
🎓On completionAccredited attendance certificate
About the programme
Course Overview
Sudden tariff increases, export restrictions and sanctions regimes now move faster than most supply contracts can absorb, and buyers and sellers frequently discover only after a duty increase lands that their contract is silent on who pays it. This course works through how tariff and change-in-law risk should be allocated at the drafting stage, rather than argued about after the invoice arrives. Participants examine how customs duties, anti-dumping tariffs, export licensing requirements and sanctions designations interact with pricing, Incoterms and delivery obligations, and learn to draft change-in-law and hardship clauses that trigger price adjustment, renegotiation or termination at defined thresholds. The course distinguishes change-in-law risk from force majeure, since many standard force majeure clauses do not cover a lawful but commercially damaging tariff increase. Practical sessions cover duty pass-through mechanisms, tariff classification disputes under the Harmonized System, duty drawback and bonded warehousing structures that mitigate exposure, and the sanctions screening clauses now expected in cross-border contracts. Delegates leave able to negotiate a risk allocation that a finance director can model, a customs broker can operate and a counterparty will accept without treating every clause as adversarial.
Expected Learning Outcomes
Draft a change-in-law clause that specifies materiality thresholds and defined relief mechanisms.
Structure duty pass-through and price adjustment provisions that respond automatically to tariff changes.
Apply Incoterms 2020 rules to determine which party bears customs duty and import clearance risk.
Design a hardship clause that permits renegotiation without giving either party a unilateral exit right.
Incorporate export control, sanctions screening and end-use certification obligations into supply terms.
Advise on duty mitigation structures, including tariff classification review and duty drawback claims.
Who Should Attend
In-house counsel negotiating international manufacturing and supply agreements
Commercial and trade compliance managers handling customs duty and sanctions exposure
Procurement leaders sourcing components or materials across multiple jurisdictions
Supply chain and logistics managers responsible for Incoterms and delivery obligations
Finance and pricing teams modelling the cost impact of tariff and regulatory change
Export control and sanctions compliance officers advising on cross-border trade terms
Course Modules
Select any module to see its sessions and points.
01How Tariffs and Regulatory Change Disrupt Supply Contracts
2 sessions · 8 points
Session 1Understanding the Sources of Tariff and Trade Risk
- Explain how customs duties, anti-dumping duties and countervailing tariffs are imposed and revised.
- Map how Harmonized System classification determines the duty rate applied to a given product.
- Identify how free trade agreements and rules of origin can reduce or eliminate tariff exposure.
- Assess how export licensing regimes and sanctions designations can block or delay contracted shipments.
Session 2Force Majeure Versus Change in Law: Closing the Gap
- Distinguish an unforeseeable event from a lawful government act that a standard force majeure clause excludes.
- Review case examples where tariff increases were held not to excuse performance under force majeure wording.
- Draft a standalone change-in-law clause that captures tariff, export control and sanctions developments.
- Set clear triggers, notice periods and evidentiary requirements for invoking change-in-law relief.
02Allocating Duty and Pricing Risk in the Contract
2 sessions · 8 points
Session 1Incoterms and Customs Responsibility
- Apply Incoterms 2020 rules to allocate import clearance, duty payment and customs risk between the parties.
- Compare DDP, DAP and FOB structures for their exposure to tariff changes after contract signature.
- Align Incoterms selection with the commercial reality of who controls the customs broker relationship.
- Identify where Incoterms silence leaves a gap that must be closed by an express contractual clause.
Session 2Duty Pass-Through and Price Adjustment Mechanisms
- Draft a duty pass-through clause that adjusts price automatically when tariff rates change materially.
- Design a hardship clause that opens renegotiation without automatically terminating the agreement.
- Set a cap and floor on price adjustments to keep the mechanism acceptable to both parties.
- Coordinate change-in-law and price adjustment clauses so they do not conflict during a live dispute.
03Sanctions, Export Control and Compliance Clauses
2 sessions · 8 points
Session 1Sanctions and Export Control Obligations in Supply Terms
- Draft sanctions screening and end-use certification clauses appropriate to the product and destination.
- Allocate responsibility for obtaining export licences between manufacturer, distributor and end customer.
- Set suspension and termination rights that trigger automatically on a new sanctions designation.
- Address how sanctions clauses interact with payment terms and letters of credit.
Session 2Managing Disputes Over Regulatory Change
- Anticipate disagreements over whether a tariff change meets the contract's materiality threshold.
- Use expert determination or accelerated negotiation windows to resolve change-in-law disputes quickly.
- Document the factual basis for a change-in-law claim to withstand later scrutiny or audit.
- Preserve the commercial relationship by separating price relief negotiations from unrelated performance issues.
04Mitigating and Managing Tariff Exposure Over Time
2 sessions · 8 points
Session 1Duty Mitigation and Classification Strategies
- Review tariff classification decisions periodically to confirm the correct Harmonized System code is used.
- Evaluate bonded warehousing and free trade zone structures that defer or reduce duty payment.
- Assess duty drawback opportunities for goods that are re-exported or used in further manufacturing.
- Consider tariff engineering options that lawfully alter product design or origin to reduce duty exposure.
Session 2Governance and Contract Portfolio Monitoring
- Build a register of cross-border contracts flagged by tariff exposure and change-in-law trigger dates.
- Set monitoring alerts for tariff announcements and sanctions list updates affecting active contracts.
- Coordinate legal, trade compliance and finance teams when a tariff change affects multiple contracts at once.
- Report portfolio-level tariff risk to leadership alongside recommended renegotiation priorities.
What the participant receives
4 course modules
A structured syllabus
8 training sessions
across 5 days
32 detailed points
Applied, detailed content
Accredited attendance certificate
On completing the programme
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