A governing law clause is a contractual provision that designates which country’s legal system governs the interpretation and enforcement of the agreement, determining how disputes and ambiguities are resolved in cross-border food trade.
In trade practice
In Ukraine–EU food contracts, parties typically choose the law of an EU member state or, less commonly, Ukrainian law, and document this choice in a dedicated clause near the end of the agreement. Where the clause is absent, EU private international law instruments determine the applicable law by default, which may produce an outcome neither party anticipated. Legal counsel on both sides should confirm that the chosen law is compatible with the dispute resolution mechanism, particularly if arbitration is specified. Procurement and compliance teams should flag any mismatch between the governing law and the jurisdiction of the chosen arbitral institution.
In a specification
The clause is written as a single sentence identifying the chosen legal system by name, for example stating that the agreement is governed by and construed in accordance with the laws of a named jurisdiction, and is placed alongside the dispute resolution clause.