Business Law
International Commercial Contracts in Tunisia
Secure your cross-border commercial contracts and manage legal risk. International trade exposes businesses to risks that go beyond price negotiation: choice of governing law, delivery obligations, late payment, contractual liability, termination and dispute resolution. In Tunisia, drafting an international commercial contract must take into account Tunisian law, rules applicable to cross-border operations and each party's economic interests. Imprecise drafting can complicate performance and raise the cost of any dispute. ANILF assists Tunisian and foreign companies in negotiating, drafting and securing their international commercial contracts.
International Commercial Contracts in TunisiaTunisian trade in 2026: key figures
Data from the National Institute of Statistics (INS) illustrate how important international commercial relationships are for companies operating in Tunisia. Over the first nine months of 2026 (INS, 12 October 2026):
TND 50.4bn
in recorded exports
TND 71.4bn
in recorded imports
+8.6% / +13.1%
year-on-year growth in exports / imports
70.2%
of Tunisian exports destined for the European Union
Which international commercial contracts need legal support?
The nature of the contract determines the parties' obligations, the allocation of risk and the protections that should be built in.
International distribution agreements
They organise the marketing of products in a foreign market. Clauses should notably address territory, any exclusivity, commercial targets, duration and termination conditions.
Commercial agency agreements
They define the intermediary's mandate, remuneration, powers of representation and the conditions for ending the relationship. Mandatory rules that may apply in the countries concerned should be checked.
Supply and procurement contracts
They frame volumes, prices, delivery deadlines, technical specifications, payment terms and the consequences of non-performance.
International manufacturing and subcontracting contracts
They should specify quality standards, ownership of equipment and creations, confidentiality, liability for defects and production-control arrangements.
Licence and technology-transfer agreements
They cover, among other things, the use of trademarks, software, patents or know-how. Defining the rights granted, territory, duration and use restrictions is essential.
Which law governs an international commercial contract?
Choice of governing law is one of the key points in the negotiation.
Article 62 of the Tunisian Code of Private International Law provides that the contract is governed by the law chosen by the parties. Absent a choice, the text sets connecting factors, notably the domicile or place of business of the party whose performance is characteristic.
Governing-law choice should not be treated as a mere boilerplate clause. It must be consistent with the structure of the deal and the parties' interests.
Before signing, the parties should in particular review:
- ✓The law applicable to contractual obligations
- ✓Mandatory rules that may apply
- ✓Regulatory requirements linked to the products or activities concerned
- ✓Import, export and international payment formalities
- ✓The consequences of any court or arbitration proceedings abroad
Essential clauses to secure an international contract
Subject matter, price, delivery and transfer of risk
The contract must define precisely the products or services concerned, volumes, specifications, deliverables and each party's responsibilities.
The parties should provide for currency, payment schedules, invoicing terms, interest or consequences of delay where legally available, and any necessary payment security.
Where goods are involved, the contract should specify transport arrangements, logistics responsibilities, required documents and the moment risk passes.
Incoterms® can help clarify the allocation of delivery obligations, costs and risks. They must be incorporated precisely, stating the chosen rule, named place and applicable version.
Essential clauses to secure an international contract
Liability, force majeure, termination and intellectual property
Liability clauses must be tailored to the real risks of the transaction. Caps on indemnity, exclusions, warranties and insurance obligations should be reviewed against the governing law.
The contract should organise the consequences of events that prevent or disrupt performance: notice, supporting evidence, suspension of obligations, mitigation measures and possible termination. The scope of these mechanisms depends on the governing law and how the clauses are drafted.
Renewal conditions, notice periods, early termination grounds and the financial or operational consequences of ending the contract should be set out.
For manufacturing, distribution or technology-transfer contracts, protections for confidential information, data and intellectual property rights should be defined to fit the deal.
How to prevent international commercial disputes?
Dispute prevention starts at contract negotiation. Companies benefit from a clear process for notifying breaches, formal notice and amicable resolution attempts.
If a dispute arises, the contract should make it possible to identify the competent court or the chosen dispute-resolution mechanism.
International commercial arbitration
Arbitration can be a suitable solution for certain cross-border deals, especially where the parties want a neutral procedural framework.
The arbitration clause must be drafted carefully. It should notably provide for arbitration, whether institutional or ad hoc, the seat, the language and how arbitrators are appointed.
The Tunisian Arbitration Code, stemming from Law No. 93-42 of 26 April 1993, is a key reference in the Tunisian legal framework. Recognition and enforcement of an award abroad also require reviewing the rules applicable in the relevant State.
An imprecise clause can itself become a source of litigation.
ANILF's legal support on international commercial contracts
ANILF assists Tunisian and international companies in structuring and securing their cross-border commercial relationships.
The aim is to put in place contractual documentation consistent with the company's commercial strategy while accounting for legal and operational risks.
Support may notably cover:
- ✓Contract drafting and negotiation: preparing and reviewing agreements tailored to the deal and the client's interests
- ✓Legal risk analysis: identifying sensitive clauses, under-defined obligations and non-performance risks
- ✓Distribution and partnership contracts: framing relationships with foreign distributors, agents, suppliers and partners
- ✓International commercial operations: reviewing contractual issues linked to procurement, manufacturing, licences and cross-border trade
- ✓Dispute prevention: drafting clauses on liability, termination, amicable negotiation and arbitration
- ✓Coordination with foreign counsel: supporting multi-jurisdictional deals, coordinating with local lawyers where needed
Secure your international commercial contracts with ANILF
An effective international contract does more than formalise a commercial deal. It must protect the company's interests, anticipate performance difficulties and provide suitable mechanisms if a dispute arises.
ANILF assists companies, investors and foreign partners in drafting, negotiating and legally analysing their international commercial contracts connected with Tunisia.
Preparing a commercial partnership, a distribution agreement or an international supply operation? Contact ANILF to review your needs and identify the legal safeguards suited to your deal.
Frequently asked questions
Which international contracts do you draft?+
Secure an international contract
Distribution, supply or partnership: let's secure your commitments.