Soft Clause L/C (Soft Clause Letter of Credit) refers to a letter of credit that includes certain flexible clauses, enabling the applicant or the issuing bank to unilaterally control the payment process, thereby weakening the independence of the L/C and the bank's primary payment obligation. Common soft clauses include: requiring the beneficiary to submit an inspection certificate issued by the applicant, the applicant designating the shipping company or vessel name, goods samples subject to the applicant's confirmation, payment subject to the applicant's notification, etc. Such clauses expose the beneficiary to significant risks, because once the applicant refuses to cooperate, the beneficiary cannot meet the L/C requirements, resulting in discrepancies and refusal of payment. Usage scenarios are mostly seen in buyer's markets or transactions where the seller is distrusted. Precautions: Exporters should carefully review the L/C, request the deletion or modification of soft clauses, or arrange for the bank to issue inspection certificates, adopt international standard inspections, etc. Compared with "Hard Clause L/C," Soft Clause L/C lacks the certainty of bank payment and is similar to a "Revocable L/C" but more concealed. Foreign trade practitioners should remain vigilant and avoid accepting such letters of credit.
📝 Examples
1. We received a letter of credit stipulating that 'the beneficiary must submit a certificate of goods acceptance signed by the applicant.' This is a typical soft clause, and we should request an amendment to have it issued by an independent inspection agency. (Note: The applicant signing the certificate gives them control over payment, posing an extremely high risk.)
2. During negotiations, the buyer insisted on adding a soft clause to the letter of credit stating that 'the vessel name is to be designated by the applicant.' We suggest changing it to 'the beneficiary selects the shipping company, subject to confirmation by the buyer' to balance the interests of both parties. (Note: Soft clauses are common in the transportation phase, and efforts should be made to amend them or add safeguards.)
💡 Foreign Trade Tips
Foreign trade terms are the foundation of international business communication
Trade practices may vary slightly by country; pay attention when using them
When using terms in contracts, specify the applicable version (e.g., Incoterms 2020)
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