Table of Contents
Open account credit risk is the risk that you ship the goods, release the documents, and the buyer never pays. The cargo is gone. What you hold is an invoice and a legal claim against a company in another country. Everything below narrows that gap before it opens.
Open account means goods and documents go to the buyer first, and payment follows on an agreed date. Terms commonly run 30, 60 or 90 days. Buyers like it because your money funds their working capital. Sellers offer it because the competition does.
You cannot remove this risk. You can size it, secure it and watch it. That work happens in the credit file, in the contract, and in the collection process. Most exporters do the first reasonably well and the other two badly.
What open account actually changes
The difference is the absence of a bank in the middle. Under a documentary credit, a bank undertakes to pay against compliant documents, so your counterparty risk shifts from the buyer to a bank. Under a collection, your bank holds the transport documents and releases them only on payment or acceptance. Open account removes both structures. The buyer gets the documents directly and pays when the contract says so, or when it suits them.
Read the alternatives before deciding open account is unavoidable. The mechanics of a letter of credit and the bank undertaking behind it tell you exactly what you are giving up. So do documents against payment terms, which keep some control at modest cost. At the other end, payment in advance removes the credit question and loses you buyers.
Net 60 from what date
This is the most common drafting failure in open account sales. “Net 60” is meaningless on its own. The candidate start dates are invoice date, invoice receipt, bill of lading date, arrival, customs clearance, and acceptance of the goods. Each moves your money by weeks.
Arrival and acceptance triggers are the worst for the seller. A delayed vessel or a slow inspection pushes your due date back, and neither is in your control. Fix the trigger to a document you issue. The bill of lading date is cleanest. Write it out in the payment clause and repeat it on the invoice.
Where the exposure actually sits
Credit exposure is not the same as unpaid invoices. Your real number is the total of several things.
- Work in progress on goods made to the buyer’s specification, which you cannot resell.
- Finished goods awaiting shipment against that order.
- Goods in transit where risk or title has passed.
- Invoices issued and inside the credit period.
- Invoices past due.
- Tooling or moulds you hold at your own cost for that customer.
Most credit systems track only items four and five. That understates the position badly on custom goods with long lead times. If the buyer fails midway through a bespoke order, your loss is the manufacturing cost and there is no invoice to claim on.
Assess the buyer before you set a limit
Assessing a foreign buyer is harder than a domestic one for a specific reason. Disclosure rules and filing deadlines differ, and audited accounts may be years old or may not exist. You are working with thinner information, so compensate with more sources.
What to ask the buyer directly
- The exact legal name, registration number and registered address of the contracting entity, not the trading name.
- The most recent financial statements, and whether they are audited.
- Two bank references and two trade references from suppliers in your sector.
- The ownership structure, including any parent and ultimate owner.
- Who has authority to sign and to acknowledge a debt.
The legal entity question matters more than people expect. Groups often order through a thinly capitalised sales company while the assets sit elsewhere. Either contract with the entity that holds the assets or ask for a parent company guarantee. A guarantee not signed by an authorised officer is not a guarantee.
What the answers tell you
Read the statements for direction rather than absolute size. Falling margins with rising inventory is a warning. Check whether short term borrowing is secured against receivables, because a bank with a floating charge ranks ahead of you in an insolvency.
Trade references beat bank references. Banks generally confirm only that an account is conducted satisfactorily. A supplier in your sector will tell you whether the buyer disputes invoices as a delaying tactic, or pays only when a shipment is being held.
Onboarding checks that are not about credit
Run the restricted party and sanctions checks at the same moment as the credit checks, on the same legal entity data. Our guide to screening a new customer during onboarding sets out the sequence. A buyer who becomes a restricted party mid contract creates a payment problem as well as a compliance problem, because your bank may block the incoming funds.
Setting a credit limit that means something
A credit limit is an internal control, not a contract term. Put a suspension right in the contract instead, and keep the number on your side of the wall where you can change it without renegotiating.
Set the limit by what you could absorb as a loss, not by what the buyer asks for. Two tests help. If this receivable were written off entirely, what does that do to your year. And how much of your total receivables book sits with this one buyer, country and sector. Concentration turns a bad debt into a solvency event.
Then write down the review triggers, so the limit is not looked at only once a year. Sensible triggers include a late payment, a request to extend terms, an order far larger than the historical pattern, a change of ownership or bank, and a change in the destination country’s ability to transfer currency out.
Security and support options compared
None of these removes credit risk. Each moves a slice of it, and each has a gap that catches sellers out.
| Tool | What it actually covers | The gap that catches sellers |
|---|---|---|
| Trade credit insurance | Buyer insolvency and protracted default, sometimes political risk | Conditional on approved limits and reporting deadlines. A disputed invoice is usually excluded |
| Standby credit or bank guarantee | Non payment, by giving you a bank to claim against on demand | Only as good as the issuing bank and the wording. Expiry dates must be diarised |
| Parent company guarantee | Default, by extending your claim to a stronger group entity | Enforcement depends on the guarantor’s home courts. An unauthorised signature voids it |
| Receivables finance | Cash flow timing, by turning the invoice into cash early | Recourse facilities hand the bad debt straight back to you |
| Retention of title | Unpaid goods still identifiable in the buyer’s possession | Fails once goods are resold, mixed or installed, and often fails on local formalities |
| Partial advance payment | Production and tooling cost on bespoke goods | Covers nothing beyond the deposit, and buyers resist it in tenders |
The contract clauses that carry the credit terms
Credit control is a contract drafting exercise as much as a finance exercise. Six clauses do the heavy lifting.
- Payment clause. Amount, currency, due date trigger, bank details, and who bears transfer charges.
- Interest on late payment. A stated rate and the date it starts running.
- Suspension of supply. A right to stop further shipments while any invoice is overdue, without that being a breach by you.
- Acceleration. All outstanding invoices fall due immediately on a default or insolvency event.
- Set off. A right for you to set off, and a bar on the buyer setting off claims against your invoices.
- Governing law and forum. Which law applies and where a claim is brought or arbitrated.
The set off bar is underrated. Without it, a buyer under cash pressure can raise a quality claim on one shipment and withhold payment on three unrelated invoices. That is how most open account relationships go bad short of insolvency.
Governing law and forum decide whether a judgment is worth anything. A judgment from your home court that no court in the buyer’s country will recognise is an expensive piece of paper. Arbitration awards are more widely enforceable across borders, which is why they appear so often in cross border supply contracts. That drafting is a distinct skill, and it is assessed in the Global Trade Contracts Specialist certification alongside payment and credit risk.
Why retention of title usually disappoints
A retention of title clause keeps title with you until the goods are paid for. It reads like strong protection. In practice it must survive the law where the goods sit, not the law in your contract, and that law may demand registration, notarisation or a set form of words.
Even where it is valid, it dies the moment the goods lose their identity. Raw material mixed into a production batch is gone. A component installed into a machine is gone. So are goods resold to a third party in good faith. What survives is a claim to the proceeds, and only if the clause says so and the proceeds can be traced. Title and risk are also separate questions, as this explanation of when title passes and why the delivery term does not fix it sets out.
Collection, from day one past due
Recovery rates fall with time. First contact should happen the day after the due date, short and factual.
- Confirm in writing that the invoice was received and is not disputed. That written acknowledgement is useful evidence later.
- If it is disputed, split the disputed amount from the undisputed amount and demand the undisputed part now.
- Escalate from the accounts contact to the commercial contact, then to a director, on email.
- Apply the suspension clause and stop the next shipment. This is your strongest lever and it weakens every week you delay.
- Notify your credit insurer inside the reporting deadline. Late notification is a standard reason for a declined claim.
- Send a formal demand citing the clause, the interest rate and the acceleration right, then instruct recovery in the buyer’s jurisdiction.
Keep the paperwork tight. The order, the transport document, the proof of delivery and the invoice should all name the same legal entity and the same contract reference. Mismatched entity names are the first thing a defaulting buyer’s lawyer will point at.
When to say no to open account
Refusing terms costs you sales. Granting them to the wrong buyer costs more. Say no to a first order from an unknown buyer at a value you could not absorb, to a buyer who will not disclose the contracting entity, and to a destination where currency transfer out is restricted.
A middle path usually exists. Part payment with the order and the balance on terms. A short first credit period that lengthens after a clean payment history. Terms conditional on a standby credit for the peak exposure. Buyers accept structure more readily than they accept a flat no.
If the gap in your team is the contract side rather than the finance side, what the GTCS exam assesses is worth a look. Payment and credit risk is one of eight domains, alongside risk allocation and remedies, and title, documents and carriage.
Key takeaways
- Open account puts the whole payment risk on the seller because no bank stands between the parties.
- Exposure includes work in progress, goods in transit and unshipped orders, not only issued invoices.
- A payment term must name the event the clock runs from, and a seller controlled date such as the bill of lading date beats arrival or acceptance.
- Credit limits belong in internal policy. The suspension right, the interest rate and the set off bar belong in the contract.
- Retention of title fails when goods are resold, mixed or installed, and its validity is decided by the law where the goods sit.
- Insurance claims are commonly declined for late notification or an unresolved dispute, so reporting discipline matters as much as the cover itself.
- Enforceability in the buyer’s country decides whether a governing law and forum clause was a good one.
Frequently asked questions
What is open account credit risk in simple terms?
It is the risk that a buyer takes delivery of goods on credit terms and then fails to pay. Because the documents have already been released, the seller has no cargo to hold and no bank undertaking to claim on. The remedy is a claim against the buyer, pursued under whatever law and in whatever forum the contract specifies.
Is open account riskier than a documentary collection?
Yes. A documentary collection keeps the transport documents in the banking chain until the buyer pays or accepts a draft, so the seller retains some control over release of the goods. That control is imperfect, particularly where goods arrive before documents, but it is more than open account gives you, which is none.
Does credit insurance cover every non payment?
No. Policies typically respond to buyer insolvency and to protracted default, within limits approved in advance for each buyer. Sales above an approved limit, sales to an unapproved buyer, invoices notified after the reporting deadline, and amounts under genuine commercial dispute are common exclusions. Read the policy conditions before you rely on the cover in a pricing decision.
Should the credit limit go in the sales contract?
Generally no. A limit written into the contract becomes a term you must renegotiate to reduce, exactly when you most want to reduce it. Keep the limit internal and rely on a contractual right to suspend further shipments while any amount is overdue. That gives you the commercial effect without the contractual handcuff.
What is the most common drafting mistake in open account terms?
Leaving the payment trigger undefined. A term such as net 60 with no stated starting event invites an argument about whether the clock runs from invoice date, shipment, arrival or acceptance. Name the event, name the document that evidences it, and repeat the same wording on every invoice so the two never conflict.
Can a certification help with this side of the job?
It can test whether you understand the contract mechanics, which is a different thing from experience of chasing a debt. The GTCS certification introduction explains the format: 60 questions in 60 minutes, an 85% pass mark, one retake included, and a topic level score breakdown so you can see which of the eight domains you were weakest in.
If you want to talk through how this applies to a specific market or contract, get in touch with the Globalior team.
