All-in cargo at four dollars per kilogram, but the contract does not identify the goods

The manager explains the route in detail. The factory sends the boxes to a consolidation warehouse, a settlement company pays the seller, a carrier takes the consignment to Kazakhstan, a customs representative handles clearance and the goods then reach Moscow. None of this appears in the draft contract. The signatory undertakes only information and logistics services, a third company receives the money and no party promises to deliver the goods.

Several intermediaries and a mixed contract can be lawful. The problem is the mismatch: the offer promises goods at the buyer's warehouse, while the contract promises advice and coordination. Before an advance is paid, the contract should secure the result being sold in the offer.

The draft gives no answer. The signatory does not undertake to deliver goods. Neither the contract nor invoice explains the third company's authority to receive the advance or how payment will be credited. The liability section sets a deadline for replying to client enquiries, but none for delivery.

The information services are clearly described. But the buyer expects goods, while the provider promises only to coordinate the process.

The lawyer's comments ask for two points to be settled: what the client is paying for and who answers for non-performance. If a third company receives the advance, the contract, invoice or creditor's written instruction should establish its authority to accept that payment and confirm that the transfer discharges the buyer's corresponding payment obligation.

The buyer does not pay until that authority is documented.

Article 421 of the Russian Civil Code allows supply, agency, freight forwarding and other obligations to be combined in one agreement. A single price may also be retained. The contract should clearly define the counterparty's obligations, the overall result and payment arrangements.

A Russian company acting as seller undertakes delivery of the goods, the deadline and required documents. It may arrange carriage to the buyer's warehouse at its own cost as part of that sale. A separate freight-forwarding service arises where the intermediary separately undertakes to organise transport for the client.

Where procurement is funded by the client, the contract should identify whose name is used with the factory, how the seller and price are approved, when the intermediary reports and what expense evidence accompanies the report. Any genuinely separate forwarding section should specify the route, transport documents and fee.

As a general rule, subcontracting does not release a party from its obligations unless the law places liability directly on the performing third party. The counterparty may use partners, but the buyer should not have to pursue each one when delivery is delayed.

From 1 March 2026, companies and individual entrepreneurs providing freight-forwarding services are subject to entry in the register of freight-forwarding activity notifications. Where a separate forwarding service remains in the contract, check the entry before paying. If registration is delayed, obtain evidence of a timely notification and the absence of a refusal; a pending submission alone does not settle whether the provider may operate.

The counterparty undertakes to acquire or import the goods, deliver them to the client's warehouse and transfer them under a Russian domestic sale. The law permits sale of goods the seller will acquire later. An advance paid before import therefore does not, by itself, make the buyer a party to the foreign transaction.

An importer may clear a consolidated consignment and later divide it among customers. The goods declaration covers the consignment and declarant; it may not name the future buyer.

The client receives documents for its own transaction and those needed for lawful circulation of the particular goods. A later buyer has no general entitlement to the importer's foreign contract, bank statement or complete customs representative's file. Under Article 456 of the Russian Civil Code the seller supplies the documents required by law, other applicable rules or the contract.

The specification records item references, models and quantities. For goods subject to conformity assessment, labelling or traceability, identify the required documents and data. Declaration references, item details and origin information are provided to the agreed extent or where the rules for those goods require them.

A universal transfer document (УПД), or another applicable transfer document, and acceptance records are prepared for the Russian sale. Certificates, registered declarations of conformity, product passports and other records may already have been issued through another party in the supply chain. The seller must ensure that the required documents are available and supplied to the prescribed extent.

Subject to the applicable deduction conditions, the buyer claims VAT on its own transaction using a VAT invoice or a universal transfer document serving that function, after recording the goods in its accounts. Someone else's customs declaration does not transfer the right to deduct their import VAT.

Using the client's funds does not by itself determine who contracts with the foreign seller or acts as declarant.

A contract alone cannot confer declarant status. The person must satisfy Article 83 of the EAEU Customs Code.

The draft says the forwarder performs customs clearance. That clause needs to reflect the actual role. A forwarder arranges transport and may have an independent basis to act as transit declarant. Customs operations on another person's behalf are performed by a customs representative or another person expressly authorised by the Code.

The EAEU Customs Code determines the customs representative's obligations to customs; the client contract governs its contractual obligations to the client. Filing a goods declaration does not make it the seller, carrier or guarantor of the factory's performance.

DDP does not appoint the declarant either. Incoterms allocates costs and risks between trading parties. Eligibility to act in a customs procedure is determined by public law.

A Russian company that signs the foreign trade contract also takes on the relevant banking and currency-control procedures.

In a Russian domestic sale, the per-kilogram rate may remain the seller's internal costing. The buyer agrees a final price for the goods delivered to its warehouse.

For an import funded by the client, the breakdown must support customs valuation and scrutiny of the intermediary's report. Identify separately the components added to the transaction price and those claimed as exclusions.

Payment to a third party does not automatically prevent use of the transaction-value method. Establish that it benefits the seller and relates to the specific obligation, invoice and goods. The recipient's authority, currency regulation and bank requirements remain separate checks.

Not every agency fee is exempt from additions to customs value. Article 40 of the EAEU Customs Code distinguishes a buying commission paid to an agent representing the buyer outside the Union in purchasing the imported goods. Other intermediary payments must be assessed by the services actually provided.

Eligible costs incurred after the place of arrival may be excluded from customs value where they are separately identified in the price, declared and supported by documents.

In the Russian Supreme Court's Thematic Review No. 9/2026 one declarant supported transport costs with orders, invoices and bills of lading, which customs did not rebut. In another case, undisclosed carrier tariffs and related parties required further examination, so the case was remitted for reconsideration.

The manager proposes handing over all documents after delivery. The lawyer replaces that single promise with separate deadlines.

Before the advance, the buyer receives the agreed procurement terms and evidence that the third company may accept the payment. Before dispatch, the intermediary provides the product description and information needed for transport.

The declarant must generally hold the supporting documents when filing the goods declaration, except where the Code expressly permits their absence at that stage. This follows from Article 108 of the EAEU Customs Code.

At the Russian handover, the seller prepares a universal transfer document or other applicable transfer record and acceptance documents. Product documents must be supplied within the periods required by the applicable rules and contract.

From 1 September 2026, specified Russian transport and forwarding documents are subject to electronic processing, with data sent to the state electronic transport document system (ГИС ЭПД) through the relevant information systems under Federal Law No. 140-ФЗ. This does not eliminate foreign invoices, bills of lading or CMR consignment notes. For Russian transport covered by the new rules, agree access to electronic document exchange in advance.

Where the counterparty provides a separate forwarding service, its register entry and access to electronic documents belong in the same pre-contract review.

The manager proposes customs release in Kazakhstan followed by road delivery to Russia.

Transit through Kazakhstan for release in Russia remains movement of foreign goods. SPOT does not apply to that transit cargo.

Release in Kazakhstan may give the goods Union status, allowing subsequent movement to Russia as intra-EAEU trade. A road shipment within the scheme requires a ДОПП and QR code. Eligible applicants are defined by Article 3 of Federal Law No. 101-ФЗ: a Russian importing company or individual entrepreneur, and in specified cases a mandated representative, commission agent, agent or Russian subdivision of a foreign organisation. The carrier receives and presents the QR code during checks; carriage alone does not make it the applicant.

In the final arrangement, the Russian seller contracts with the Kazakh supplier and imports the goods into Russia itself. It therefore prepares the ДОПП, makes the security payment unless exempt and meets its indirect-tax obligations. The contract reflects the actual supply and the seller's duty to deliver compliant goods; it does not create that statutory status.

Check separately Kazakhstan's WTO tariff exceptions list. Goods released at a reduced rate under that list cannot simply be sent to Russia on that basis. Movement within the Union requires the applicable EAEU Common Customs Tariff treatment and prescribed supporting documents.