Short answer
A good commercial contract states clearly who is bound, what is delivered, how much is paid and when, what happens on breach and which courts decide disputes. Payment terms, default interest, penalties and guarantees are the clauses that later make collection fast. Mexican law does not require special formalities for most commercial contracts (Commerce Code art. 78), but a written, properly signed contract is far easier to prove.
Clauses for a supply or distribution network
| Clause | Why it matters |
|---|---|
| Parties and authority | Correct legal name, RFC, address and a signatory with sufficient power of attorney. |
| Credit limit and payment terms | Concrete due dates; without a term, obligations are due ten days after being incurred (Commerce Code art. 83). |
| Default interest | Avoids disputes; otherwise legal interest is 6% per year (art. 362). |
| Delivery and acceptance | A short written period to report defects proves acceptance. |
| Contractual penalty | Performance or penalty, not both (art. 88); proportionate amounts. |
| Guarantees | Pagaré with aval, joint obligor, surety bond or registered pledge. |
| Suspension of deliveries | Right to stop shipments to accounts in default. |
| Territory, brand use, targets, termination and return of inventory | Key for distributors. |
| Notices and jurisdiction | Addresses and email for notices; courts of Guadalajara or Zapopan, or arbitration for high-value or cross-border deals. |
Electronic signature
The Commerce Code recognizes data messages and electronic signatures in commercial acts (art. 89 and following), and contracts made electronically are perfected when acceptance is received (art. 80). For material contracts, use the advanced electronic signature (e.firma) or a signing service that keeps a NOM-151 preservation record. A scanned signature pasted into a PDF is the weakest option as evidence.
Common mistakes
- Templates drafted under foreign law.
- Signatories without sufficient authority.
- No concrete payment date or acceptance procedure.
- Missing technical annexes, prices and delivery schedules.
- Disproportionate penalties, which courts may reduce.
- Not stating who pays freight, insurance and taxes.
Frequently asked questions
Is an email agreement a contract?
It can be, if there is a clear offer and acceptance; contracts concluded electronically are perfected when the acceptance is received (Commerce Code art. 80). A signed contract still avoids disputes over what was agreed.
Is a notary needed?
Generally not. Commercial contracts are valid without special formalities (art. 78), except those the law requires to be in a deed or another form (art. 79).
What is a contractual penalty?
An amount payable on breach. The creditor may claim performance or the penalty, but not both (Commerce Code art. 88), and under the Federal Civil Code it cannot exceed the value of the main obligation (art. 1843).
Should I ask customers for a pagaré?
For credit sales it is good practice: it opens the executory lawsuit with attachment if they default.
Related: securing trade credit · promissory note enforcement · all guides · versión en español