Is an EXW signature valid electronically?

Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states if intent, consent, attribution, and record retention are satisfied.

Who pays for export clearance under EXW?

Under EXW, the buyer normally arranges and pays for export clearance. Parties can contractually allocate specific export responsibilities to the seller if both agree.

Does EXW shift risk at pickup?

Yes. Risk transfers when the seller makes goods available at the named place for collection, consistent with Incoterms EXW; document the exact location to avoid disputes.

Should I notarize an EXW agreement?

Notarization is usually not required for commercial sales but may be needed for related documents in some jurisdictions; check state notary rules and foreign acceptance requirements.

What supporting documents are essential?

Commercial invoice, packing list, and any required export permits or certificates must be identified in the agreement and produced at or before pickup to facilitate clearance.

How do I correct errors after signing?

Prepare a written amendment signed by authorized representatives of both parties. For electronic records, a countersigned amendment with an audit trail documents the change.

Electronic Signature
Templates
Legal
EXW Contract Agreement

EXW Contract Agreement

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EXW Contract Agreement

This EXW Contract Agreement ("Agreement") is entered into as of Date: by and between Seller Name: having its principal place of business at (hereinafter "Seller"), and Buyer Name: having its principal place of business at (hereinafter "Buyer"). Seller and Buyer are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller manufactures, sells or otherwise supplies the goods described below and Buyer desires to purchase such goods on the terms set forth in this Agreement;

WHEREAS, the Parties intend for delivery to be made Ex Works (EXW) Seller's premises, such that risk of loss and responsibility for export, transportation and import rests with Buyer except as expressly provided herein;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the sale and purchase of the goods under the Incoterm EXW;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Goods" means the items described in Section 2. "Delivery Location" means the Seller's facility identified for pick-up. "Business Day" means any day other than a Saturday, Sunday or legal public holiday in the governing jurisdiction.

2. GOODS; QUANTITY; SPECIFICATIONS

Description of Goods

Quantity

Unit Price

Currency

3. PRICE AND PAYMENT

3.1 Purchase Price. The total purchase price for the Goods shall be the aggregate of unit_price multiplied by quantity, plus any amounts expressly agreed in writing by the Parties (the "Purchase Price"). Buyer shall pay the Purchase Price in the currency specified above.

Payment Terms

3.2 Late Payment. Any sum not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law from the due date until paid in full. Buyer shall also reimburse Seller for reasonable costs of collection, including attorneys' fees.

4. DELIVERY; TRANSFER OF RISK; TITLE

4.1 Delivery Terms. Delivery shall be EXW Seller's premises as defined under the ICC Incoterms applicable to Ex Works. Seller's obligations are limited to making the Goods available at the agreed location; Buyer shall be responsible for all loading, export clearance, carriage, insurance and import formalities unless otherwise expressly agreed in writing.

4.2 Delivery Location: Delivery Date (anticipated):

4.3 Risk and Title. Risk of loss or damage to the Goods shall pass to Buyer when the Goods are made available at Seller's premises for collection. Title shall pass to Buyer upon Seller's receipt of payment in full, unless otherwise agreed in writing.

5. PACKAGING; MARKING

Seller shall pack and mark the Goods in a manner suitable for EXW pickup in accordance with Seller's standard commercial practices unless the Parties have agreed in writing to specific packaging requirements. Any special packaging costs requested by Buyer shall be paid by Buyer.

6. INSPECTION AND ACCEPTANCE

Buyer shall inspect the Goods promptly upon collection at the Delivery Location. Buyer must notify Seller in writing within days of collection of any non-conformity, shortage or defect. If Buyer fails to so notify Seller, the Goods shall be deemed accepted.

7. WARRANTIES

7.1 Seller warrants that at the time of delivery the Goods shall conform to the written specifications expressly provided by Seller and shall be free from material defects in material and workmanship. This warranty is exclusive and in lieu of all other warranties, whether express, implied or statutory, including any implied warranty of merchantability or fitness for a particular purpose, except where such limitations are unenforceable under applicable law.

7.2 Warranty Period: (period from delivery). Buyer's sole and exclusive remedy for breach of the warranty shall be repair or replacement of nonconforming Goods at Seller's option or refund of the portion of the Purchase Price attributable to such Goods.

8. TAXES, DUTIES AND EXPORT/IMPORT COMPLIANCE

Buyer shall be solely responsible for all export, transit and import duties, taxes, levies and charges imposed by any government authority in connection with the export, transportation and import of the Goods. Buyer shall comply with all export and import laws, regulations and licensing requirements applicable to the Goods, and shall indemnify Seller for any liability, loss or cost arising from Buyer's failure to obtain required permits or comply with such laws.

9. INSURANCE

Buyer shall procure and maintain insurance covering the Goods from the time risk transfers under Section 4.3 and during carriage and importation, including all-risk cargo insurance for the full value of the Goods.

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) to the extent arising out of that Party's breach of this Agreement, negligence, willful misconduct, or failure to comply with applicable export or import laws.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR LIABILITY ARISING UNDER SECTION 10 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR OPPORTUNITY. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER FOR THE GOODS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance caused by acts beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental actions, transportation embargoes, pandemic or epidemic, or shortages of energy, materials or labor ("Force Majeure"). The affected Party shall promptly notify the other Party of the occurrence and anticipated duration of the Force Majeure event and shall use commercially reasonable efforts to resume performance.

13. TERMINATION

Either Party may terminate this Agreement upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Buyer of its obligation to pay for Goods already delivered or for which Seller has incurred unrecoverable costs.

14. CONFIDENTIALITY

Each Party shall treat as confidential and shall not disclose to any third party any non-public information obtained from the other Party in connection with this Agreement, except as required by law or to perform obligations under this Agreement. Confidential information shall not include information that is or becomes publicly available through no breach by the receiving Party.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing. Notices shall be deemed given upon receipt when delivered by hand, courier, or confirmed electronic transmission, or three (3) Business Days after mailing by certified mail.

Seller Notice Address Buyer Notice Address

16. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver by either Party of a breach of any provision shall not operate as a waiver of any other or subsequent breach.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronically transmitted signatures shall be binding.

18. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws chosen by the Parties below without regard to principles of conflicts of law. The Parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement by negotiation. If the Parties cannot resolve a dispute within thirty (30) days, the dispute shall be submitted to binding arbitration before a single arbitrator in the chosen jurisdiction, unless the Parties mutually agree otherwise.

Governing Law (State/Country)

Arbitration Seat

19. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any documents incorporated by reference herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties' intent.

20. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control.

Seller:

Printed Name:

By:

Date:

Buyer:

Printed Name:

By:

Date:

What the EXW Contract Agreement Is and When It Applies

An EXW Contract Agreement documents a sale where the seller makes goods available at their premises or another named place and the buyer bears responsibility for loading, export clearance, carriage, insurance, and risk after collection. EXW refers to the Incoterm Ex Works and is commonly used for cross-border and domestic shipments where sellers want minimal delivery obligations. The agreement clarifies responsibilities, costs, risk transfer point, and required documentation for export and import processing. Use clear named locations, party details, and references to Incoterms 2020 or later to avoid ambiguity.

Why a Clear EXW Contract Agreement Matters

A precise EXW agreement reduces disputes by allocating carriage, export, and insurance responsibilities to the buyer while preserving seller simplicity. It establishes the exact handover point, clarifies which party pays for customs and transport, and documents who arranges export licensing and inspections. Clear drafting reduces operational delays and financial exposure during international trade.

Who Typically Prepares and Signs an EXW Contract Agreement

The EXW Contract Agreement is prepared by parties engaged in goods sales where the seller prefers limited delivery obligations and the buyer has logistics capability to handle export and onward transport.

Exporters and manufacturers who sell from factory or warehouse locations and want minimal delivery obligations.
Importers or freight forwarders who control pickup, export clearance, transport, and insurance.
Logistics providers and customs brokers contracted by buyers to handle export and import responsibilities.

Confirm roles and document handover timing explicitly, and ensure both parties understand export documentation and compliance duties before execution.

Essential Components to Include in an EXW Contract Agreement

A professional EXW agreement should be modular and explicit so each party understands obligations, costs, and the risk transfer point.

Named Place

Specify the exact pickup location (street address or warehouse) and who arranges access; ambiguity here creates disputes over handover and risk transfer.

Risk Transfer

State that risk passes to the buyer when goods are made available for collection at the named place, consistent with Incoterms Ex Works.

Costs and Charges

Allocate costs for loading, export formalities, carriage, insurance, and duties; identify which party pays any storage or demurrage.

Export/Import Obligations

Clarify which party obtains export licenses, prepares commercial invoices, and handles customs declarations.

Documentation

List required documents (commercial invoice, packing list, export permits) and who must provide each item and when.

Dispute Resolution

Include governing law, jurisdiction, and dispute process (mediation, arbitration, or litigation) and reference applicable Incoterms version.

Step-by-Step: Completing an EXW Contract Agreement

Follow these sequential steps to prepare, verify, and execute an EXW agreement so handover, export, and payment proceed without avoidable interruptions.

01

Draft Core Terms: Define parties, goods, price, and the named place for Ex Works delivery.
02

Allocate Costs: Specify who pays loading, export formalities, and transport; include contingency for additional charges.
03

Confirm Documentation: List commercial invoice, packing list, and export permits and assign responsibility to each party.
04

Sign and Distribute: Have authorized signatories execute the agreement; deliver final copies to logistics and customs brokers.

How to Configure an Online EXW Agreement Workflow

Set up a digital workflow that routes the agreement to the right signers, attaches required documents, and captures audit data for compliance.

Field	Configuration
Seller Signature	Require signer authentication and a date field; capture name and title automatically.
Buyer Signature	Add signature, initials for amendments, and optional attachment for buyer's import license.
Supporting Docs	Attach commercial invoice and packing list as required uploads before final signature.
Audit Options	Enable audit trail with IP, timestamp, and certificate of completion for legal evidence.

Where to Send, File, and Distribute the Executed Agreement

After signing, distribute copies to parties, logistics providers, customs brokers, and any compliance team responsible for export control checks.

Buyer Logistics: Provide buyer and their appointed forwarder the executed agreement and pickup instructions for collection.
Seller Records: Retain an executed copy in seller's contract repository and forward to finance for invoicing.
Customs Broker: Send commercial invoice and export authorizations to the broker before scheduled collection to avoid delays.
Insurance Provider: If buyer purchases insurance, provide policy details or confirmation of coverage to seller for records.

Digital Signing and Sharing Requirements

Use a secure eSignature platform that preserves the audit trail and supports the file types used in trade documentation.

File Formats: PDF and DOCX are standard; include editable packing lists as XLSX when calculations are required.
Integrations: Ensure integration with ERP or TMS systems such as NetSuite or Oracle for automated document routing.
Authentication: Use at least email link plus optional SMS or KBA for higher-value shipments to confirm signer identity.

Documented audit trails, secure storage, and export control checks are necessary to demonstrate compliance with customs and trade regulations.

Common Timing and Deadline Considerations

Track dates that affect risk, customs filing, and payment to avoid penalties, demurrage, or shipment delays.

Pickup Window:

Agree a specific pickup date or window to avoid storage charges and clarify when goods are available.

Export Filing:

Allow time for export declaration submission prior to collection; some filings must occur before goods leave premises.

Payment Terms:

Tie payment milestone dates to collection or acceptance events to align financial flow with logistics.

Documentation Delivery:

Set deadlines for delivering commercial invoice and packing list so the buyer's broker can clear customs promptly.

Insurance Purchase:

If buyer insures transit, require proof of insurance before or at pickup to cover loss after collection.

Common Mistakes When Preparing an EXW Contract Agreement

Using an imprecise named place like 'warehouse' without full address, causing disagreement on handover location.
Failing to state who arranges or pays for loading; some jurisdictions treat loading as seller duty unless specified.
Omitting export documentation responsibilities, which can leave goods stuck at customs or delay pickup.
Neglecting to reference the Incoterms edition, leading parties to interpret obligations under different rule sets.

Penalties and Operational Risks of an Incorrect EXW Agreement

Customs Delays: Incorrect export documentation leads to detention, inspection, or fines from customs authorities.

Financial Exposure: If risk transfer is unclear, seller or buyer may unexpectedly incur transportation or insurance costs.

Demurrage Charges: Missed pickup windows or incomplete paperwork can result in port or terminal storage fees.

Contract Disputes: Ambiguity in terms increases litigation or arbitration risk over who bears loss or additional charges.

Regulatory Penalties: Failing to comply with export control, sanctions screening, or licensing obligations can trigger civil or criminal penalties.

Insurance Gaps: If insurance responsibility is not assigned, goods may be uninsured after buyer collection, leaving parties exposed.

Real-World EXW Agreement Examples

Two concise scenarios show how EXW allocation works in practice and the operational controls parties rely on to manage risk.

Manufacturer Sale to Overseas Buyer

A U.S. manufacturer sells components EXW factory

buyer arranges export and carrier pickup
the contract names the factory gate, requires buyer to provide proof of insurance, and assigns customs clearance responsibility to the buyer to avoid seller exposure.

Domestic Supplier and Local Distributor

A domestic supplier sells pallets EXW warehouse

distributor schedules pickup with a local carrier
the agreement specifies loading procedures and a pickup window, reducing storage disputes and demurrage charges after the named date.

Who Can Sign the EXW Contract Agreement

Authorized Officer

An authorized officer or signing agent of the seller who has corporate authority to bind the entity must sign; include title and capacity to avoid arguments about authority or ratification.

Buyer Representative

A buyer's procurement manager or an officer with delegated signing power should sign for the buyer; include contact details for the forwarding agent who will execute pickup logistics.

Supporting Documents and File Export Options

Attach essential supporting documents and use standard file formats to ensure compatibility across customs and logistics systems.

Commercial Invoice

A detailed invoice describing goods, quantities, unit prices, and HS codes is essential for customs clearance and must match the contract terms.

Packing List

Provide a packing list with weights, dimensions, and package marks so the carrier and customs can verify shipments at pickup and during checks.

Export Permits

If controlled goods require export licenses, attach permits and indicate which party is responsible for obtaining them before collection.

Download Formats

Offer the executed agreement as PDF/A for archival and DOCX for internal editing; preserve audit trails and timestamps with the signed PDF.

eSignature Pricing and Feature Comparison for Executing EXW Agreements

Choose an eSignature provider that supports secure signing, audit trails, and integrations with ERP or TMS systems. The table compares basic pricing and core features across common vendors; signNow appears first.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Yes	Yes	Yes	Yes
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About EXW Contract Agreements

Answers to common questions about EXW allocation, eSignature validity, documentation, and risk allocation when using Ex Works terms.

Need help? Contact support

Is an EXW signature valid electronically?
Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states if intent, consent, attribution, and record retention are satisfied.
Who pays for export clearance under EXW?
Under EXW, the buyer normally arranges and pays for export clearance. Parties can contractually allocate specific export responsibilities to the seller if both agree.
Does EXW shift risk at pickup?
Yes. Risk transfers when the seller makes goods available at the named place for collection, consistent with Incoterms EXW; document the exact location to avoid disputes.
Should I notarize an EXW agreement?
Notarization is usually not required for commercial sales but may be needed for related documents in some jurisdictions; check state notary rules and foreign acceptance requirements.
What supporting documents are essential?
Commercial invoice, packing list, and any required export permits or certificates must be identified in the agreement and produced at or before pickup to facilitate clearance.
How do I correct errors after signing?
Prepare a written amendment signed by authorized representatives of both parties. For electronic records, a countersigned amendment with an audit trail documents the change.

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