Introduction                                  

Mexico’s customs and foreign trade legal framework has evolved toward a stricter and more controlled compliance model. Historically, importers were primarily required to maintain documentation supporting the information declared in the customs entry (pedimento), including invoices, transportation documents, certificates of origin, evidence of compliance with non-tariff regulations and restrictions, and technical and commercial identification of the goods, among other records. Importers were also required to maintain supporting documentation as part of their compliance records.

Recent amendments to Mexico’s customs legislation has expanded these obligations to require importers to include additional information and documentation to the electronic file, the electronic value manifest (Manifestación de Valor) and also to share specific documents with the Mexican Customs broker.

In general, the new legal framework requires importers to maintain documentary evidence capable of demonstrating materiality of the operation, including that the transaction exists, is real, verifiable, and has been effectively carried out as declared.

Within this evolving compliance framework contracts and purchase orders have assumed a more prominent role as supporting documentation for foreign trade transactions. However, the practical application of these requirements has raised questions to the extent to which commercial documents may satisfy the applicable obligations.

Relevance of Contracts and Purchase Orders

Under the recent amendments, the electronic file must contain information and documentation supporting the transaction, including evidence regarding the resources used to carry out the operation and documentation related to customs valuation. Depending on the nature of the transaction and specifically for contracts and purchase orders, this documentation may include:

• Contracts, amendments and attachments or purchase orders relating to the purchase or supply of goods and services
• Lease agreements or ownership documents for facilities where goods are stored or where production takes place.
• Lease agreements or ownership documents for machinery and equipment used in the operation.
• Agreements relating to transportation, handling, storage, or specialized production services.
• Intellectual property licenses, royalty agreements, and commercialization agreements, where applicable.
• Purchase orders and other commercial documentation supporting the transaction.

The inclusion of contracts and purchase orders has generated practical questions among importers, particularly because many companies historically conducted transactions without formal written agreements. Under Mexican law, contractual obligations may arise through different forms of consent and are not necessarily dependent upon a document formally titled “contract.” However, because the customs rules now expressly identify contracts as supporting documentation, these documents have gained increased importance from a compliance and audit perspective.

Contracts Versus Purchase Orders

Contracts and purchase orders serve different purposes. A contract is a legally binding agreement between two or more parties that creates, modifies, transfers, or terminates rights and obligations. Generally, a contract establishes a broader legal relationship between the parties and defines their respective rights, obligations, responsibilities, allocation of risk, etc. Contracts are primarily governed by Mexican civil and commercial law principles, depending on the nature of the transaction.

A purchase order, by contrast, is typically a commercial document issued by a buyer identifying and requesting the purchase of specific goods or services. Depending on the circumstances, a purchase order may be issued pursuant to previously negotiated contractual arrangements, such as supply agreements, framework agreements, or standard terms and conditions.  Unlike certain regulated commercial instruments, purchase orders are not governed by a specific and independent legal framework in Mexico. Their legal effects generally derive from the principles governing contracts and commercial transactions.

Therefore, depending on the circumstances, the contractual relationship may be reflected in a combination of documents, including purchase orders, accepted quotations, framework agreements, correspondence, and standard terms and conditions, provided that such documents collectively contain sufficient information to allow the authorities to verify the materiality of the transaction and the consistency of the declared customs value.

Whether a contract and/or a purchase order may satisfy a particular documentation requirement will depend on the content of the document, the circumstances of the transaction, the existence of mutual consent, and the manner in which Mexican Customs Authorities interpret and apply the applicable provisions.

For companies seeking greater legal certainty and risk mitigation, formal written contracts, supported by purchase orders where applicable, are often viewed as the most conservative approach. From an audit perspective, authorities may place greater evidentiary weight on a comprehensive written agreement than on a purchase order containing limited commercial information.

It is important to note that contracts do not replace other required customs documentation. Rather, they complement the electronic file by providing additional evidence regarding the commercial terms, relationship between the parties, and circumstances surrounding the transaction.

Common Commercial Contract Provisions

Common commercial contracts generally include standard clauses that define the parties’ relationship, allocate risks, and regulate performance. These typically cover the identification of the parties, definitions, scope of work, pricing, payment terms, and applicable taxes.

Operational clauses address key aspects of performance, such as delivery terms, transportation, transfer of title, risk allocation, inspection, Incoterms, and contract duration, including termination and renewal provisions. Contracts also establish whether the parties act as independent contractors.

From a legal and compliance standpoint, contracts often include provisions on regulatory compliance, customs and trade obligations, export controls, anti-corruption requirements, and financial allocation of costs such as duties, freight, royalties, and exchange rates. Risk allocation clauses commonly cover warranties, indemnities, liability limitations, and insurance, while dispute resolution clauses address governing law, jurisdiction, or arbitration.

Additional provisions usually include confidentiality, intellectual property rights, subcontracting, assignment, force majeure, notices, amendments, and integration clauses, along with formal execution requirements such as authority to sign, counterparts, and sometimes language provisions.

In Mexico, it is also common to maintain supporting corporate documentation of counterparties (such as incorporation documents, powers of attorney, tax IDs, and permits) and to ensure contracts are properly executed with date, place, and signatures.

The Role of Contracts in Customs Compliance

From a customs perspective, contracts serve a purpose that extends beyond documenting a commercial relationship.  Whether structured as a sales agreement, supply agreement, lease, consignment agreement, bailment agreement, procurement agreement, manufacturing agreement, or another commercial arrangement, a contract may provide important evidence regarding the terms and conditions governing the customs value and the transaction involving the goods imported into Mexico.  This is particularly relevant because Customs Authorities must be able to verify that the foreign trade transaction was effectively carried out and that the goods were properly destined for the customs regime declared in the customs entry (pedimento) or corresponding customs document.

Some of the information that contracts frequently contain that is relevant to customs compliance and valuation includes:

• Identification of the parties
• Relationship between the parties
• Description of goods or services
• Scope and purpose of the transaction
• Effective date and duration
• Pricing methodology
• Currency and exchange rate provisions
• Payment terms
• Transfer of title and allocation of risk
• Insurance obligations
• Transportation and delivery terms
• Applicable Incoterm
• Allocation of customs responsibilities
• Compliance obligations
• Intellectual property rights and royalties, where applicable

In addition, contracts should be consistent with the documentation, data, and information contained in the electronic file and the attachments to the electronic value manifest. This includes alignment with invoices, transportation documents, customs declarations, customs value documentation, proof of payment, origin documentation, and other supporting records maintained by the importer.

Inconsistencies may generate questions during customs audits, valuation reviews, origin verifications, or post-entry compliance reviews regarding the legitimacy of the transaction or the accuracy of the declared customs value.  Common examples of inconsistencies that may attract scrutiny include situations where the contract reflects one Incoterm while the invoice or pedimento reflects another, where the seller identified in the contract differs from the seller appearing on the commercial invoice, or where the pricing terms reflected in the contractual documentation are inconsistent with the customs value declared.

Internal Controls and Recordkeeping

Importers required to create, request, provide, and maintain information contained in the electronic file and the electronic value manifest are generally expected to implement documented internal control procedures that are reasonable and necessary to obtain, preserve, organize, and provide such information and documentation.  As a general rule under Mexican customs practice, such records are typically required to be retained for a period of five years, subject to applicable legal provisions and specific documentation types.

Additionally, importers must make the electronic file available to Mexican Customs Authorities upon request and must electronically submit the information and documentation required for the value manifest before customs clearance.

Accordingly, compliance is no longer limited to retaining documents; it also involves maintaining procedures capable of demonstrating the integrity and traceability of the information and documentation set forth under the law.

Conclusion

Mexico’s recent customs reforms reflect a broader trend toward increased transparency, traceability, and substantiation of foreign trade transactions.

Within this framework, contracts and purchase orders have assumed a more prominent role as supporting evidence of the commercial relationship.   They also provide Mexican Customs Authorities with a documentary basis for evaluating customs value, origin, the nature of the transaction, and the consistency of the information reported throughout the import process.

Although the regulations leave room for interpretation regarding the extent to which contracts or purchase orders may satisfy specific documentation requirements, companies seeking greater legal certainty and risk mitigation generally adopt a conservative approach. Under this approach, formal written contracts, supported by purchase orders and complete supporting documentation, are used to substantiate the legitimacy, economic substance, and customs valuation of imported goods.

As Mexican Customs Authorities continue to implement and interpret these requirements, periodic reviews of the documentation maintained in the electronic file may help promote consistency, completeness, and alignment with the information reported in customs declarations and related records.

Whether a contract or purchase order is sufficient for compliance purposes will depend on the content of the document, the circumstances of the transaction, the existence of mutual consent, and the manner in which the authorities interpret and apply the applicable provisions.

Ultimately, the compliance objective is the ability of the importer to demonstrate a consistent documentary chain connecting the commercial agreement, the physical movement of the goods, the customs declaration, the customs value, and the accounting records.

Legal Disclaimer: This article is provided for informational purposes only and does not constitute legal advice from Braumiller Law Group, PLLC, its members, or the authors. The application of customs and foreign trade laws and regulations depend on the specific facts and circumstances of each transaction. Readers are encouraged to obtain specialized legal advice before making any decision based on the contents of this article.