The Importance of Selecting the Applicable Law and Forum in International Sales Contracts: Honduran Perspective
By Attorney Linda Sofia Lagos
In today’s legal context, international sales are a common practice for Honduran companies integrated into global supply chains. However, determining the applicable law and the competent forum in the event of a dispute remains a central challenge of private international law.
Unlike domestic sales, international sales involve parties from different countries, contracts executed and delivered in various territories, and international payments. This complexity can lead to the simultaneous or contradictory application of multiple laws, creating legal uncertainty.
The 1980 Vienna Convention, to which Honduras has belonged since 2003, seeks to unify legal criteria in international sales contracts. It establishes clear rules on contract formation, obligations of the parties, remedies for breaches, and the transfer of risk.
Although the Convention recognizes the autonomy of the parties to choose the applicable law and dispute resolution mechanism, its existence does not resolve all legal issues. If no applicable law or forum is specified, normative conflicts may arise that the judge or arbitrator must resolve through private international law rules, leading to lengthy and costly proceedings.
Under Honduran law, the Law on Private International Law (Decree 15-2013) allows the parties to choose the applicable law and competent tribunal, unless such choice conflicts with public policy rules. According to Article 16 of the Constitution of the Republic of Honduras, ratified international treaties have higher authority than ordinary law; thus, the Vienna Convention has normative value in Honduras.
In international sales contracts involving Honduran companies, it is advisable to include clauses specifying:
- the application of the Vienna Convention,
- the supplementary use of the Honduran Commercial Code when appropriate, and
- the competent forum or international arbitration.
This foresight strengthens legal certainty, avoids conflicts due to ambiguity, and balances contracts between parties from different economies and legal systems.
The choice of applicable law and forum in international sales contracts is a strategic decision for Honduras and its legal actors. The firm LEXINCORP HONDURAS can assist you with advice and drafting of such contracts. Proper use of international instruments and national law ensures fair, secure, and effective commercial relations, leaving no room for doubt in the possible resolution of disputes.
For more information, you may contact us at: llagos@lexincorp.com, infohn@lexincorp.com.
