Pricing and fee structure, stated explicitly
The agreement should state clearly whether the agent's fee is a flat amount or a percentage of order value, and what it covers — sourcing only, or inspection and freight coordination too — rather than leaving this to be assumed.
Responsibilities at each stage of the order
Who manages sample approval, who schedules and pays for inspection, and who coordinates freight booking should each be assigned clearly — ambiguity here is a common source of dropped responsibility on real orders.
What happens if a shipment fails inspection
The agreement should specify what happens next if goods fail pre-shipment inspection — rework timeline, who bears the cost, and what recourse the buyer has if the factory doesn't cooperate.
Payment terms and timing
Deposit and balance payment structure, and the bank account details payment should go to, should be documented in writing and matched against the business licence — this is also a practical safeguard against the payment-related fraud patterns common in sourcing scams.
Design ownership and confidentiality
Two separate things need settling in writing whenever a product is designed for you: who owns the design, and who owns any mould, die or jig made to produce it. They are not the same question, and a factory holding the tooling has practical control over the product even where the drawings are yours.
Where you are paying for tooling, ownership should transfer to you along with the right to collect it or move it if you change supplier. Confidentiality matters more than most buyers expect: a brief circulated to several factories to obtain quotes is a design shown to several potential competitors, and a simple non-disclosure term agreed before that circulation is worth more than any remedy afterwards.
Termination and what happens to open orders
Most agreements describe how the relationship starts and say nothing about how it ends, which is precisely when a clear term would be useful. Worth agreeing in advance: how much notice either side gives, what happens to orders already in production, who pays for materials bought against them, and how tooling, drawings and any stock held in a warehouse are handed over.
The scenario that causes the most trouble is a dispute during production — a failed inspection, a missed date. Without a stated process, the practical outcome is whatever the party holding the goods and the money can insist on. A short clause describing the escalation steps costs nothing to draft and removes most of that leverage problem.
Governing law, and being realistic about enforcement
Cross-border disputes are slow and expensive to pursue formally, and any clause naming a court in one country is only as useful as the practical ability to enforce a judgment in the other. That does not make the clause pointless — it establishes what both sides agreed when things were friendly — but it should not be relied on as the primary protection.
What protects a buyer in practice is the structure of the deal rather than the strength of the paperwork: staged payments tied to production milestones, an independent inspection before the balance is paid, and a supplier whose reputation and ongoing business are worth more to them than a single disputed order. Contract terms reinforce that position; they do not substitute for it.