Show me the money! Securing payment for international sales

27/06/2016

Securing payment

Securing paymentDoes your CFO groan when you discuss international sales? Does your accounts receivable aging report look like a study in xenophobia?

International sales can mean delayed payment and can carry its own payment security risks. It’s certainly easier to collect in Toronto than in Tokyo, or in New York than Nigeria. International collections usually involve increased delays, administrative burden, legal costs and additional complexity.

So how does one provide payment security for international sales and improve cash flow?

Understanding the payment security spectrum

Let us first review the range of one’s payment security options. The first, “open account”, is most favorable to the buyer and least favorable to the seller. On the other end of the spectrum is “payment in advance”, which is least favorable to the buyer and most favorable to the seller. Here are all five options across the spectrum:

  1. Open Account
  2. Documentary Collections (Documentary Draft – The Reverse Check)
  3. Letters of Credit
  4. Confirmed Letters of Credit
  5. Payment in Advance – Inclusive of Partial Payment in Advance

You may find the ends of this spectrum to be hard to pitch to either the seller or buyer. With new or unproven customers, the seller will be hesitant to ship goods on open account, with no guarantee of payment. On the other end of the spectrum, few customers are willing to prepay and trust a vendor to ship goods, with no guarantee of shipment.

Note one exception, however. Partial pre-payment (or progress payments) are standard in certain industries. For example, construction companies or large equipment companies may require progress payments at certain stages of a project (e.g., a percentage payment upon issuance of a purchaser order, a further percentage payment upon approved drawings, a percentage payment upon purchase of major materials, etc.).

Practice Tip: If one has completed and shipped goods upon partial pre-payment, do not waive the right to later file a lien against the goods in the event the final payment is not made.

If you are not in an industry that routinely relies on pre-payment, avoid the extremes of sales on open account vs. prepayment by utilizing a documentary draft or a letter of credit.

Here’s why the documentary draft usually works well for both buyers and sellers

The documentary draft (or bill of exchange, as it may be called) is a special type of negotiable instrument, like a reverse check, that is commonly used to expedite payment. It provides the seller with the security of not permitting the buyer to possess the goods until the draft is paid, or is authorized to be paid.

Moreover, in the event of the buyer’s failure to pay, it permits a seller or the international bank involved in the transaction to sue the buyer, based on the draft alone, without having to prove the terms of the underlying sales contract.

How does the draft work?  The seller ships goods, generates appropriate documents (e.g., commercial invoice, certificate of origin, etc.) and also receives documentation from the shipper (e.g., bill of lading).

We will collectively refer to these documents hereafter as the “title documents”.  The title documents are then forwarded to the remitting bank (the seller’s bank), which in turn forwards the title documents to the collecting/presenting bank (usually the buyer’s bank).

The collecting/presenting bank compares the title documents to the draft’s requirements. If the documentation is in order, payment may be authorized and the title documents are released to the buyer. With the Title Documents in hand, the buyer can then retrieve the goods.

This is a relatively simple and inexpensive payment method. It often provides for more prompt payment than an open account, and the seller has the security of retaining title to the goods until payment is authorized by the buyer.

Practice Tip: If a seller agrees to provide a payment grace period to the buyer, he may utilize the “documents against acceptance” method, whereby the bank releases the title documents to the buyer upon the buyer’s acceptance and authorization for payment at a future date. This is contrasted with the “cash against documents” method, which requires a buyer to pay or authorize payment before the collecting bank will release the title documents.

While this method is more secure than an open account transaction, there is still some risk that the buyer may reject the documents or otherwise renege on the transaction. The banks do not guarantee payment of the draft.

If all else fails, a letter of credit may be better for securing payment

If a seller is unwilling to risk the customer’s potential refusal to honor a documentary draft, they may prefer that a letter of credit is used to secure payment. In this manner, the buyer’s bank guarantees payment and the buyer hasn’t the discretion to reject payment. In this case, the seller must transmit title documents (as defined above) that satisfy the conditions of the letter of credit.

Practice Tip: The Seller’s CFO may appreciate the option of easing cash flow problems by borrowing directly against specific letters of credit, discounting the letters of credit to the bank, or using the letters of credit to increase the seller’s operating line of credit.

The letter of credit transaction begins with the seller and buyer agreeing to a letter of credit format and terms. For instance, the buyer might call for the letter of credit to require that the bill of lading be negotiable or marked “freight prepaid,” or that the packing slip or certificate of analysis contain certifications as to quality, weight or markings.

The buyer will then request its bank (the issuing bank) to issue the letter of credit in favor of the seller. The letter of credit is forwarded to a bank nearer to the seller’s place of business, and this bank (the advising bank) notifies the seller of its receipt of the letter of credit.

Presuming the seller ships goods prior to the letter of credit’s expiration date, the seller generates and obtains the title documents (e.g., commercial invoice, bill of lading, etc.).

These title documents are then forwarded to the issuing bank, which will effectuate payment in the event the documents meet all requirements of the letter of credit. The issuing bank will release the title documents to the buyer, who can then claim the goods.

Practice Tip: While the issuing bank may have a standard format for letters of credit, this language is not set in stone. Presuming the customer and issuing bank will negotiate, the seller may have leverage to modify certain letter of credit terms to ensure the letter is more likely to be paid.

Similar to documentary drafts, letters of credit may be “sight” letters of credit, where payment is effectuated promptly upon the issuing bank’s acceptance of the required title documents, or “time” letters of credit, which provide for payment some period after acceptance of that documentation.

Practice Tip: Don’t forget that the letter of credit transaction is effectively distinct from the underlying sales transaction. It is not a contract between buyer and seller. It is a contract with the bank. In most instances, the issuing bank must provide payment upon the seller’s presentation of required documentation, regardless of whether buyer and seller have disputes regarding the quality of the goods, warranty issues or other sale transaction details. The bank is paying against “documents,” not guaranteeing the underlying transaction.

For an additional charge, the seller may overcome concerns that the foreign issuing bank may not honor the letter of credit, whether for unscrupulous reasons or due to financial solvency issues. This is done by paying for the letter of credit to be “confirmed.” Generally, the seller pays its own bank to confirm (that is, guarantee) payment in the event the issuing bank fails to do so.

When using them, ensure that letter of credit costs (including confirming costs, if applicable) are included at the bid stage so your margins are not later decreased by this amount. Use only reputable banks. Insist upon an irrevocable letter of credit rather than one that is revocable. Ensure that the documents you forward to the issuing bank strictly comply with letter of credit requirements – failing to do so may result in late payment or, in the event of a delay beyond the letter of credit expiration date, possible non-payment. Become generally familiar with the Uniform Customs and Practice for Documentary Credits to understand the rules of the issuance and use of letters of credit.

If you want to expedite international payments and be more assured of payment, use the documentary draft or letter of credit.  Your CFO will love you for it.

Disclaimer: The opinions expressed in this article are those of the contributing author, and do not necessarily reflect those of the Forum for International Trade Training.

About the author

Kevin Litz, CITP|FIBP

Author: Kevin Litz, CITP|FIBP

Kevin Litz is a FITT-Certified International Trade Professional, international business consultant, university instructor (international law, global business, international trade finance, etc.), and an international attorney admitted to the United States Supreme Court, state and federal courts, having practiced before international courts.

disqus comments