When the counterparty sits in Kyiv, Lviv or Odesa, a standard contract is not enough. A checklist of clauses that actually function under war and sanctions conditions.
Contracts with Ukrainian counterparties legally function in principle like any other international contract. Practice shows, however, that typical Swiss boilerplate from 2019 often no longer works under post-2022 conditions — in particular on payment routing, sanctions risk and escalation procedures.
Correspondent banks: not one, but three
Instead of agreeing on a single correspondent bank, we currently define an ordered substitution chain — primary bank EU, secondary bank in a third state, tertiary option with deferral and interest. Not elegant, but operative. If the primary bank fails (listing, sanction, geopolitical friction), payment processing automatically shifts to the next contractually agreed level.
Arbitration clauses
Moscow and Kyiv as arbitration seats are since 2022 only suitable in special cases. We currently recommend Vienna (VIAC), Geneva, Stockholm (SCC) or the Singapore International Arbitration Centre — depending on sector and enforcement question. What matters is not only the seat but also the enforceability of the award in the jurisdictions where the counterparty holds assets.
Contract language
Bilingual contracts (DE/UA or EN/UA) are standard. A binding language must be clearly designated — we recommend English as the binding language and translations as non-binding reading aids, with fallback to the English text in case of interpretation issues.
Sanctions sanity
Before any contract signing today, a screening of counterparties against SECO, EU, OFAC and UK sanctions lists takes place. A clause on continuing compliance obligation plus right to immediate termination upon listing is standard. We draft it so that it operates effectively rather than merely declaratorily — with concrete trigger events and legal consequences.
Force-majeure rewording
Classic force-majeure clauses from 2019 often name war and sanctions globally. In 2026 that is not enough — we specify which events trigger which contractual consequences (delivery deferral, price adjustment, termination) and in what order. Leaving this open lands every escalation in arbitration.
Logistics and place of performance
If goods or services must leave Switzerland or the EU, export controls and dual-use issues are relevant. We check the goods lists and, in critical sectors (semiconductors, machinery, IT services), agree clear escalation protocols if an export licence is delayed or refused.
Lessons learned
On every mandate we read the original contracts — in Russian or Ukrainian, without an interpreter. That saves time and uncovers clauses that would be lost in translation. Frequent pitfalls: deviating interest rules, tacit warranties against Swiss law, and arbitration clauses pointing to arbitral institutions that no longer exist.