CORPORATE & COMMERCIAL LAW  ·  KAZAKHSTAN

Commercial Contracts in Kazakhstan

Bond Stone drafts, reviews, and negotiates commercial contracts governed by Kazakhstani civil law and AIFC Contract Regulations — covering supply agreements, distribution agreements, service contracts, agency agreements, licensing agreements, and framework contracts for international companies operating in Kazakhstan.

Commercial contracts in Kazakhstan are governed primarily by the Civil Code of the Republic of Kazakhstan — a codified civil law system that differs materially from English common law in areas including implied terms, penalty clauses, force majeure, and limitation of liability. International companies entering Kazakhstan frequently use their standard contract templates without adapting them to Kazakhstani law requirements — creating enforceability risks that only surface in a dispute.

Primary authority: Civil Code of the Republic of Kazakhstan No. 268-XIII dated 27 December 1994 (as amended); AIFC Contract Regulations 2017; AIFC Implied Terms in Contracts and Unfair Terms Regulations 2017. Authority: adilet.zan.kz  ·  aifc.kz

Contract Types — Bond Stone Experience

Supply & Goods Contracts

International and domestic supply agreements — delivery terms, acceptance procedures, quality standards, defect liability, payment mechanics, and force majeure. Bond Stone advises on CISG applicability and exclusion for cross-border goods contracts, and on conformity of goods provisions that are frequently the source of disputes in Kazakhstan-Turkey and Kazakhstan-China trade transactions.

Distribution & Agency Agreements

Exclusive and non-exclusive distribution agreements for foreign manufacturers entering the Kazakhstani market — territory, exclusivity, minimum purchase obligations, price controls, sub-distribution rights, and termination provisions. Agency agreements under Kazakhstani law — distinguishing commercial agency from employment to avoid misclassification risk.

Service Agreements

Professional services, IT services, consulting, and management service agreements — scope of services, deliverables, acceptance criteria, payment terms, IP ownership, confidentiality, and limitation of liability. Bond Stone advises on structuring intercompany service agreements for multinational groups operating in Kazakhstan to comply with transfer pricing requirements.

Construction & EPC Contracts

Engineering, procurement, and construction contracts for infrastructure and industrial projects in Kazakhstan — risk allocation, performance bonds, delay liquidated damages, variations, contractor liability caps, and dispute resolution. Bond Stone advises on adapting FIDIC and NEC standard forms to Kazakhstani law and regulatory requirements.

Licensing & IP Agreements

Technology licence agreements, trademark licences, franchise agreements, and software licence agreements under Kazakhstani law — registration requirements with the state IP authority, royalty structures, sublicensing rights, and termination. Bond Stone advises on the mandatory registration of IP licence agreements with the Kazakhstani IP authority and the consequences of non-registration.

Framework & Master Agreements

Framework agreements and master supply agreements for ongoing commercial relationships — order procedures, pricing mechanisms, volume commitments, term and renewal, and termination for convenience. Bond Stone advises on structuring framework agreements that work under both Kazakhstani civil law and English governing law — where the counterparty insists on English law for the master but individual orders are performed in Kazakhstan.

Key Provisions — Kazakhstani Law vs AIFC Law

Provision Kazakhstani Civil Law AIFC Contract Regulations (based on English law)
Penalty clauses Enforceable — courts may reduce if disproportionate to actual loss Enforceable as liquidated damages if genuine pre-estimate of loss
Force majeure Civil Code, Art. 359(2): extraordinary and unavoidable circumstances. Notice and evidence, often a Chamber of Commerce certificate, are usually set by contract Contractually defined — broader drafting possible. Notice requirements set by contract
Limitation of liability Enforceable, but an advance agreement excluding or limiting liability for intentional breach is void (Civil Code, Art. 359(3)) Enforceable — subject to AIFC Implied Terms Regulations unfair terms review
Implied terms Civil Code implies good faith, reasonableness, and certain quality obligations AIFC Implied Terms Regulations imply payment obligations and reasonable remuneration where not agreed
Interest on late payment Statutory interest applies under Civil Code Article 353 — National Bank base rate Contractually agreed rate — or AIFC statutory interest rate
CISG applicability Kazakhstan is not a party; it can apply where private international law leads to the law of a CISG state (Art. 1(1)(b)), so exclude it expressly where that is a risk Does not apply within AIFC framework

Experience

Bond Stone has drafted, reviewed, and negotiated commercial contracts in Kazakhstan across energy, manufacturing, trade, and professional services sectors since 2007. Client confidentiality is maintained across all matters.

Commercial · Kazakhstan · Energy

Energy Services Agreement

Drafting and negotiating a long-term services agreement between an international energy services company and a Kazakhstani operator — Kazakhstani law, AIFC Court jurisdiction clause, and force majeure provisions.

Commercial · KZ–Turkey · Trade

Cross-border Goods Supply — CISG Analysis

Reviewing and redrafting a goods supply contract between a Kazakhstani manufacturer and a Turkish buyer — CISG exclusion clause, defect liability provisions, and ISTAC dispute resolution clause to align with enforceability requirements in both jurisdictions.

Commercial · Kazakhstan · Distribution

Distribution Agreement — Foreign Manufacturer

Drafting an exclusive distribution agreement for a foreign manufacturer entering the Kazakhstani market — territory, exclusivity, minimum purchase obligations, sub-distribution rights, and termination provisions under Kazakhstani law.

Commercial · Kazakhstan · Corporate

Intercompany Services Agreement

Drafting intercompany service agreements for a multinational group's Kazakhstani subsidiary — scope of services, management fees, transfer pricing compliance documentation, and limitation of liability under Kazakhstani civil law.

Commercial · Kazakhstan · Technology

Technology Licence Agreement

Drafting a technology licence agreement for a foreign licensor entering the Kazakhstani market — IP ownership protections, royalty structure, sublicensing restrictions, and mandatory registration with the Kazakhstani IP authority.

Commercial · Kazakhstan · Construction

EPC Contract Review — Industrial Project

Reviewing and adapting an EPC contract for a foreign contractor on a Kazakhstani industrial construction project — Kazakhstani law requirements, performance bond provisions, delay liquidated damages, and variation mechanism.

Commercial · Kazakhstan · Trade

Framework Supply Agreement

Drafting a multi-year framework supply agreement between a foreign supplier and a Kazakhstani buyer — order procedures, pricing mechanics, volume commitments, CISG exclusion, and a dispute resolution clause.

Why Bond Stone

Discuss your Kazakhstan contract matter

Contact Bond Stone for a confidential discussion about commercial contract drafting, review, or negotiation in Kazakhstan.

[email protected]
+7 (701) 729 76 72 — Almaty

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