一、企业面临的风险是什么
（一）贸易合同环节
以一般国际贸易合同为例，绝大部分企业是通过传真或邮件订立的，这种合同通常以外国企业发来的“Order”形式存在，条款较为简单，缺乏争议解决条款（即发生纠纷后通过什么方式解决——诉讼还是仲裁？）、法律适用条款（争议发生后适用中国法还是外国法？）及货物交付时间条款等，特殊情况下，合同中不仅没有约定所有权转移时间，连贸易术语也没有约定，即货物风险转移时间不明确。笔者近期遇到的一个出口企业的“Purchase Order”约定“所有的产品设计和实体产品均为XX公司（境外公司）的财产，您作为供应商没有XX公司的授权禁止展示、销售、复制或赠送给任何第三方公司”。该约定不仅在货物所有权问题上可能产生争议，对于合同性质是否属于买卖合同也可能有不同观点，等于说，国内企业在第一步就给自己制造了不小的麻烦。
（二）运输合同环节
贸易合同签订后，以海运出口为例，如果收货人没有按照约定支付合同价款，发货人想要控制货物，最常用的方式是以提单作为权利凭证，通过指示承运人不交付货物的方式维护权益。有些国内企业认为，自己是出口方或者是报关单上列明的进出口经营权人，就当然有权指示承运人，但有时候这种指示却会失灵，且诉讼中承运人不听指示也无需承担责任。笔者处理过的案例中，在贸易合同为FOB条款的情况下，提单Shipper按照订舱人的意思表示写为境外公司（合同买方），而收货人写为另一个境外公司即买方的下家买方，此时，国内企业往往不持有提单，承运人认为与其订立运输合同的主体是境外公司，与国内企业没有任何关系，故对国内企业不交付货物的指示不予理睬，使得国内企业钱财两空。
（三）保险环节
很多国内企业在多年的国际贸易业务中已经具备了较为成熟的商业思维和风险意识，即通过购买保险降低可能的风险。以财产险为例，虽然只要被保险人在主体资格、损失金额等方面证据充分，损失发生后保险公司即应当理赔，但保险公司理赔后涉及追偿问题，此时国内企业的权利链条是否完整就会对能否顺利获得理赔产生影响。笔者曾有客户与境外买方签订DDP贸易术语的买卖合同，取得了题头为多式联运的提单并购买了财产险，货物在目的港提出港区进入仓库后（未交付收货人前）丢失，因为此时货物所有权人仍为国内企业，保险人对保险事故也没有异议，本应正常理赔，之后保险人向多式联运经营人即承运人（或无船承运人）进行追偿，但经审查提单发现，提单载明的责任期间为CY-CY，即货物离开码头堆场后承运人责任期间终止（与多式联运提单名称不符），最后交付货物是由国内企业自行安排的代理人通过陆路运输完成。此时保险公司面临赔偿后无法向提单签发人索赔的后果，而能否向境外代理追偿，还要研究国内企业与境外代理签订的合同的具体内容，如果不能追偿，可能存在保险人认定投保人或被保险人即国内企业在投保时存在自动放弃权利的情形而拒绝理赔的巨大风险。
二、企业为什么会面临全链条风险
除了因为国际贸易存在地域远、适用法律不同、涉及多种合同等复杂涉外因素外，还有以下原因需要引起国内企业的重视：
（一）不了解交易对手，商谈中没有主动权
国内企业进行国际贸易的时间不长，虽然几十年间已经发展的极为迅速，但体量及额度的增长并不意味着商业质量和话语权的等力度增强。部分中小企业因为想要拓展业务，在对境外客户没有谨慎考察的情况下就基于朋友介绍或者线上简单沟通而与对方订立合同，导致陷入国际诈骗圈套而不自知；有些企业因为自身实力等原因在沟通、谈判、合同签订等环节处于被动地位，对方提出的苛刻条件只能全盘接受，最终面对对方的故意刁难毫无还手之力。
（二）缺乏跨环节业务常识
国际贸易中，部分企业对常用的CIF、CFR、FOB等贸易术语较为熟悉，但对EXW、DDP等贸易术语较为陌生，在采用这些术语签订合同时，有些环节考虑不周全。即便是采用FOB贸易术语，也可能因不懂得下一环节即运输环节的相关规定而出现失误。前述案例中承运人可以不听从托运人的指示就在于出口企业不了解自己在运输环节的身份定位，也不完全了解正本提单和电放货物的作用及区别。通常的国际贸易，如果是信用证结算，国内出口企业会要求承运人签发正本提单，而电汇结算情况下，常采用电放提单方式，即不签发正本提单，承运人根据发货人的指示安排电放交付货物。FOB贸易条款下，租船订舱由境外买方安排，虽然国内企业作为交付货物的托运人有权利要求承运人签发正本提单或者指示电放，但如果其不知道这种法定权利而没有及时行使权利，承运人根据与其订立运输合同的境外买方的指示直接在目的港交付货物，国内企业在没有收到货款的情况下也无权主张承运人无单放货，如果也没有机会向买方主张权利或者因境外主张权利成本过高而放弃，则只能自咽苦水。
（三）不懂得借力，忽视专业人士的力量
如果说要求国际贸易企业不仅要懂商业合同，还要全面懂得海运或空运甚至保险等知识过于苛求，那么在企业不具备精准的全流程业务知识的情况下还想不到或不愿意借助专业人士或者外力、“外脑”来增强并整合自己的实力，就只能说是眼界或格局的问题了。荀子《劝学》中说：“君子生非异也，善假于物也”。如果你不懂，请相信专业的力量并寻求专业的力量。
所谓企业“走出去”，不能仅仅只是产品“走出去”，还需要企业相关人员的认识、思维“走出去”，如果没有专业人士为企业打通全流程，企业做不到顺畅经营，做不到产品在有效“防护网”和“铠甲”的保护下坚定地进入国际市场，长期来看，很难强大。
三、结语
有些人在回顾自己的人生时，会感叹“一步错，步步错”，虽然企业在出现问题找到律师处理时，有时律师能够“药到病除”（但仍需调动各种资源），但有时，由于企业商业意识及法律意识薄弱，律师会陷入“巧妇难为无米之炊”的境地。为了避免陷入这样的境地，也为了避免进入诉讼或仲裁过多消耗企业的时间和金钱成本，国内企业事前可做也该做的事情很多，即知道了为什么会发生这样的风险，也就知道了如何规避这样的风险。笔者更大程度上希望陪伴企业在成长之初（中）修篱筑坝，而不仅仅是在事发时救火或者事后亡羊补牢。
近日，中国驻荷兰大使馆接到多起中国企业遭遇国际贸易欺诈而寻求帮助的请求。结合企业反映的主要问题，在征求律所、银行、贸易商等业内人士意见的基础上，我们整理出以下风险提示。请注意，本提示只具有一般参考意义，具体个案请寻求专业法律帮助。
一、树立风险意识
企业被骗的主要原因之一是缺乏风险意识。例如有的国内采购商通过电子商务平台寻找海外供货商，仅看到电子商务平台上对某供货商的评价不错就轻信对方，在未做尽职调查的情况下支付订金，结果受骗。在一个案例中，中国企业急于购买3M口罩，通过B2B网站找到一家在荷兰注册、公司名称中带有3M字样的公司，未调查清楚公司背景就支付订金，结果被骗。
建议企业加强风险意识，提高自我保护能力。不要因为是老客户就掉以轻心。在一起案件中，受害企业的邮箱被盗。骗子模仿老客户的邮箱创建了一个新邮箱,只是调整了邮件地址中个别字母的位置，乍看上去与老客户的邮件地址一样。骗子用这个做过手脚的邮箱给受害企业发来支付指令，受害企业未仔细核对就汇款，酿成损失。建议企业给老客户的邮箱重新命名，如果发生上述手法的诈骗企图，收件人就会看到一个陌生的地址，引起警觉。
二、做好尽职调查
做好尽职调查、了解交易对象是预防贸易欺诈的重要手段。据了解，欧美国际贸易企业通常以付费方式通过第三方做尽职调查，很多企业还会购买出口信用保险防范风险。与之相比，中国企业对尽职调查重视不够，愿意付费做尽职调查的企业不多。对外国企业做尽职调查，可通过以下渠道进行：
1.中国出口信用保险公司（简称中国信保）。中国信保是由国家出资设立、支持中国对外经济贸易发展与合作、具有独立法人地位的国有政策性保险公司，是中国唯一承办政策性出口信用保险业务的金融机构。中国信保可为用户提供资信调查服务。资信报告是在深入分析企业经营发展和财务状况基础上，结合企业高管等基本信息，对其进行资信评估，以期向客户提供企业全面、准确的综合信用信息，帮助客户核实企业合法身份、信用情况、交易情况，以及帮助客户在交易活动中做出有效判断，防范信用风险。可通过发送邮件到sinorating@sinosure.com.cn 了解有关信息。
2.中国检验认证（集团）有限公司（简称中检集团）。中检集团是经国务院批准成立，在国家工商总局登记注册，迄今为止唯一的带“中国”字头以“检验、鉴定、认证、测试”为主业的跨国检验认证机构。中检集团欧洲公司提供有关企业资质、信用的查询服务,可通过发送邮件到shenhy@cciceu.com 了解有关信息。
3.可通过以下渠道侧面了解交易对象的有关信息：（1）通过互联网查询是否有针对该企业的投诉案件；（2）通过企业官方网站提供的电话核实有关业务等；（3）向同业公司或行会了解交易对象的情况。值得注意的是，如荷兰公司提供的公司正式名称中有“limited”或“ltd”等字样，需提高警惕。荷兰有限公司的注册类型通常为“BV”和“NV”，没有“limited”或“ltd”。
三、订立合同要缜密
一旦发生贸易纠纷，签署的书面合同是追究对方违约责任的主要依据。对于国际贸易买卖合同，双方可以就价款、货物质量数量、支付方式、运输方式、违约责任、管辖法律及仲裁条款等进行约定。如合同由贸易对象拟定，需在签署前确认与自身利益相关的条款，以及对方公司所适用的一般条款（General Terms and Conditions，通常在公司网站可以查阅到）。对于有争议的条款或安排应提早指出并共同协商，必要时可委托专业的顾问提供合同修改建议。对于供应商品的所有权保留可以是一般条款的一部分，也可以包含在国际贸易术语解释通则中。
四、支付要谨慎
1.尽量采用安全稳妥的结算方式，如分期支付定金、货款、尾款，可降低风险。不要轻易接受全款支付等风险高的付款方式。
2.签合同的时候，邮件里面不要写对方的银行信息。邮件被盗的风险很高，骗子会伪造银行信息发账单。建议第一次签合同的时候，银行信息通过书信的方式邮寄。
3.荷兰公司一般都在本地以企业名称开设账户，账户IBAN号头两位字母均为NL，如收款账户以个人名义或其他企业名称开户，账户的IBAN号或SWIFT CODE显示开户行并非位于荷兰，须提高警惕。
4.付款前与交易对象视频或者电话确认有关信息。
5.购买律师保险和商业责任险等保险。
6.通过政策性保险转移风险。对于企业进口物资支付预付款的，中国信保可提供进口预付款保险，为有进口经营权的企业提供在进口贸易中因供应商所在国政治风险或供应商商业风险导致的预付款无法收回的风险保障。该产品是对被保险人在保单有效期内按照进口合同规定支付预付款项后，依据进口合同有权要求并且已经要求国外供应商退还该预付款项，但由于保险责任范围内的原因导致其不能收回相应预付款项所遭受的直接损失，保险人按照保险合同约定负责赔偿的保险产品。
五、保留交易记录
以书面形式记录重要的与交易有关的证明信息，如电子邮件、社交网络沟通记录和其他证明材料。在交易过程中如需对货物和付款等实质内容更改，须由授权代表以书面形式确认。
六、寻求法律救济
如怀疑遭遇欺诈，应在第一时间与付款渠道上的银行沟通，争取冻结货款，同时报警。必要时可咨询专业律师的意见。
Affected by the epidemic situation, in the international trade of import and export by sea, the situation of vessels failing to arrive at the port of destination on time, unmanned delivery of goods at the port of destination or consignee abandoning goods and refusing to pay for goods is prominent. In fact, even without the special factors at this time, the aforementioned problems are common. The author and the law of his years of dealing with a large number of these disputes has formed the one whole set in the process of international trade, international transport and insurance of the perfect solution, and using the set of solutions for some customers during the outbreak of international trade of the whole chain business, to review the risk point analysis explanation and modify the corresponding files, enjoys the rights and be able to help the client better. Based on the consultation received by the author during the epidemic and similar problems in the previous case handling process, this paper analyzes the risks that domestic enterprises may face in different business links in the process of "going global", and suggests that enterprises should take proactive countermeasures.
What are the risks faced by the enterprise
(1) trade contract
Take the general international trade contract for example, most of the enterprises are concluded by fax or email. This kind of contract usually exists in the form of "Order" sent by foreign enterprises. The terms are relatively simple and there is no dispute resolution clause. Applicable laws (Chinese law or foreign law after the dispute occurs?) Under special circumstances, the contract not only does not stipulate the time of ownership transfer, but also does not stipulate the trade term, that is, the time of risk transfer of goods is not clear. The "Purchase Order" of an export enterprise I met recently stipulates that "all product design and physical products are the property of XX company (overseas company). As a supplier, you are not allowed to display, sell, copy or give to any third party without the authorization of XX company". This agreement may not only produce disputes on the ownership of goods, but also may have different views on whether the nature of the contract is a sales contract or not, which is equivalent to saying that the domestic enterprises have created a lot of trouble for themselves in the first step.
(2) transportation contract
After the signing of the trade contract, take Marine export as an example. If the consignee fails to pay the contract price as agreed and the consignor wants to control the goods, the most common way is to use the bill of lading as the right certificate and protect the rights and interests by instructing the carrier not to deliver the goods. Some domestic enterprises believe that they have the right to instruct the carrier if they are the exporter or the operator of the import and export right listed on the customs declaration, but sometimes such instructions will fail, and the carrier does not have to bear responsibility for not listening to the instructions in the lawsuit. The author treated cases, in the case of trade contract for FOB terms, the bill of lading Shipper booking in accordance with the intention of writing for overseas company (the buyer), and the consignee to write for another foreign company namely buyer's destiny in the buyer, at this point, the domestic enterprises often do not hold the bill of lading, the carrier that the main body of the contract of carriage is concluded with foreign companies, has nothing to do with domestic enterprises, therefore, to the domestic enterprises are not ignored the delivery instructions, make domestic enterprise money two empty.
(3) insurance
Many domestic enterprises have had relatively mature business thinking and risk awareness in international trade business for many years, that is, through the purchase of insurance to reduce the possible risk. Take property insurance as an example, although as long as the insured in the subject qualification, loss amount and other aspects of the evidence is sufficient, the insurance company after the occurrence of loss should settle a claim, but the insurance company after settling a claim involves the problem of recovery, at this time whether the right chain of domestic enterprises is complete will have an impact on whether the claim can be successfully obtained. I have the customer sign DDP trade terms of buying and selling contracts with overseas buyers, has obtained the header for multimodal transport bill of lading and to purchase the property, after entering the warehouse the goods at the port of destination port (before the consignee) lost, because the ownership of the goods at this time people still for domestic enterprises, the underwriter also have no objection to insurance accident, should have normal claims, after the insurer to the multimodal transport operator or carrier (nvocc) to recover, but through examination of the bill of lading, found that during the bill of lading stated responsibility for CY - CY, namely after the goods leave the dock yard during the carrier's liability terminate (do not tally with the name of the multimodal transport bill of lading), The final delivery of the goods is carried out by an agent arranged by the domestic enterprise itself by way of overland transport. When insurance company faces the consequences of compensation are unable to claim against the bill of lading issued after, and can recover from the overseas agent, the domestic enterprises with overseas agent but also the specific contents of the contract, if not recovery, there may be an underwriter that policy-holder or insurant namely domestic enterprises in the cast when protecting automatic waiver and refused to claim huge risks.
Ii. Why do enterprises face full-chain risks
In addition to the complicated foreign-related factors such as the distance of international trade, different applicable laws and multiple contracts involved, the following reasons need to be paid attention to by domestic enterprises:
(a) do not know the counterparty, do not have the initiative in the negotiation
Domestic enterprises have not been engaged in international trade for a long time. Although they have developed rapidly in recent decades, the growth of volume and quota does not mean the enhancement of business quality and discourse power. Some small and medium-sized enterprises want to expand their business, so they enter into contracts with foreign customers based on friends' introduction or simple online communication without careful investigation. As a result, they fall into the trap of international fraud without knowing it. Some enterprises are in a passive position in the communication, negotiation, contract signing and other links due to their own strength, and the harsh conditions put forward by the other side can only be fully accepted, and finally in the face of the other side's deliberately difficult without the power to fight back.
(2) lack of cross-link business knowledge
In international trade, some enterprises are familiar with the commonly used trade terms such as CIF, CFR, FOB, but are unfamiliar with EXW, DDP and other trade terms. When signing the contract with these terms, some links are not fully considered. Even if the FOB trade term is used, there may be mistakes due to not understanding the next link, that is, the relevant provisions of the transport link. In the foregoing case, the carrier may not follow the instructions of the shipper, because the export enterprise does not know its identity in the transportation link, and does not fully understand the role and difference between the original bill of lading and telex release cargo. The usual international trade, if it is the letter of credit settlement, domestic export enterprises will require the carrier to issue the original bill of lading, and the telegraphic transfer settlement, often use telex release bill of lading, that is, do not issue the original bill of lading, the carrier according to the shipper's instructions arrange telex release delivery of goods. Under FOB terms, charter booking arranged by foreign buyers, while domestic enterprises as issued by a shipper has the right to require the carrier to delivery the goods release the original bill of lading or instructions, but if they don't know this kind of legal rights without timely exercise right, the carrier according to the contract of carriage concluded with the overseas buyer's instructions directly deliver the goods at the port of destination, domestic enterprises in the circumstance that did not receive payment and shipment release without collection bill of lading shall not be entitled to claim the carrier, if there is no opportunity to the buyer of any claim or due to the high cost of offshore claim to give up, only to swallow the bitter.
(3) do not know how to borrow, ignore the strength of professionals
If asked the international trade enterprises not only to understand the business contract, to fully understand by sea or air freight and insurance knowledge too exacting, so the enterprise does not have precision under the condition of the whole flow of business knowledge also couldn't think of or not willing to with the help of a professional or outside force, "extended mind", to enhance and integrate their own strength, can be considered sight or pattern. Xun zi said in his book of persuasion: "the superior man is born with no difference, and the good and false are born with things". If you don't understand, believe in professional power and seek professional power.
So-called enterprise "going out", not only the product of "going out", you also need to the understanding of the relevant personnel of enterprises, the thinking of "going out", if there is no professionals for enterprises through the whole process, business can't do is smooth, can't do the product in the effective "fence" and "armor" under the protection of entering the international market firmly, in the long run, it is hard to strong.
Three, endnotes
Some people in the review of your own life, plainting "step wrong, the wrong step by step", while companies in the event of a problem to find a lawyer to deal with, sometimes lawyers to "solving" (but still need to mobilize all kinds of resources), but sometimes, because of enterprise business and legal consciousness is weak, the lawyer will fall into the "one". In order to avoid such a situation, but also to avoid entering the litigation or arbitration too much time and money costs of enterprises, domestic enterprises can do and should do a lot of things in advance, that is, know why this risk will happen, also know how to avoid this risk. I hope to accompany companies to repair fences and DAMS at the beginning (middle) of their growth, not just to put out fires when they happen or to mend fences after they die.
Risk tips for preventing international trade fraud
The economic and commercial office of the embassy in the kingdom of the Netherlands
The Chinese embassy in the Netherlands has received a number of requests for help from Chinese companies facing international trade fraud. On the basis of soliciting opinions from law firms, Banks, traders and other insiders on the major issues reflected by enterprises, we have sorted out the following risk tips. Please note that this tip is for general reference only. For specific cases, please seek professional legal help.
One, establish risk consciousness
One of the main reasons companies are cheated is a lack of risk awareness. For example, some domestic buyers look for overseas suppliers through e-commerce platform, only to see a good evaluation of a supplier on the e-commerce platform to trust the other side, in the case of not doing due diligence to pay the deposit, the result is cheated. In one case, Chinese companies, eager to buy 3M masks, were duped into paying a deposit without investigating a dutch-registered company with the name 3M on a B2B website.
The suggestion enterprise strengthens the risk consciousness, enhances the self-protection ability. Don't take it lightly just because you're an old customer. In one case, the mailbox of a victim business was stolen. The scammer created a new mailbox that mimicked the old client's mailbox, only to change the position of individual letters in the email address to look, at first glance, the same as the old client's email address. The cheater used the mailbox that had done something wrong to the victim enterprise to send pay instruction, the victim enterprise did not check carefully to remit money, cause loss. It is suggested that the enterprise rename the email address of the old customer, if the fraud attempt of the above methods occurs, the recipient will see a strange address, cause alarm.
2. Do due diligence
It is an important means to prevent trade fraud to do due diligence and understand the trading object. It is known that the European and American international trading enterprises usually pay through a third party to do due diligence, many enterprises will also buy export credit insurance to prevent risks. By contrast, Chinese companies do not pay enough attention to due diligence and few are willing to pay for it. Due diligence on foreign enterprises can be conducted through the following channels:
1. China export credit insurance corporation (cicc). China credit insurance co., ltd. is a state-owned policy-based insurance company funded by the state to support China's foreign economic and trade development and cooperation. China credit insurance can provide credit investigation service for users. Credit report is based on the in-depth analysis enterprise business development and financial conditions, combined with the basic information, such as executives on the credit evaluation, in order to provide customers with enterprise comprehensive and accurate comprehensive credit information, help customers to verify the legal status of enterprises, credit conditions, the trade situation, and help customers make effective judgment in trading activity, prevent credit risks. You can send an email to sinorating@sinosure.com.cn for information.
2. China inspection and certification (group) co., LTD. (hereinafter referred to as China inspection group). China inspection group is established with the approval of the state council and registered with the state administration for industry and commerce. So far, it is the only transnational inspection and certification institution with the prefix "China" and the main business of "inspection, verification, certification and testing". CSCG Europe provides information on business qualifications and credit by sending an email to shenhy@cciceu.com.
3. The relevant information of the trading object can be obtained through the following channels :(1) whether there is a complaint case against the enterprise through the Internet; (2) verify relevant business through the telephone provided by the official website of the enterprise; (3) check with the trade company or guild for information about the trading object. It is worth noting that if the official name of the company provided by a Dutch company contains the words "limited" or "LTD", caution should be exercised. The registration types of Dutch limited companies are usually "BV" and "NV", and there is no "limited" or "LTD".
3. Be careful when entering into a contract
Once a trade dispute occurs, the written contract signed is the main basis for the other party to investigate the liability for breach of contract. For an international trade sales contract, the parties may agree on the price, quality and quantity of the goods, method of payment, mode of transportation, liability for breach of contract, governing laws and arbitration clauses. If the contract is drawn up by the trading object, please confirm the Terms related to your own interests and the General Terms and Conditions applicable to the other company (usually available on the company's website) before signing. For the controversial terms or arrangements should be pointed out in advance and jointly negotiated, if necessary, can entrust a professional consultant to provide contract modification Suggestions. Retention of title to goods supplied may be part of a general provision or may be included in incoterms.
Pay with care
1. Try to use a safe and secure settlement method, such as installment payment of deposit, payment for goods, balance payment, can reduce the risk. Do not easily accept full payment and other high risk payment methods.
2. When signing a contract, don't include their bank details in the email. The risk of mail theft is high, with fraudsters faking bank details to send bills. It is recommended that when first signing a contract, the bank information be sent by letter.
3. Dutch companies generally open accounts locally in the name of the enterprise. The first two letters of the account IBAN are NL.
4. Confirm with the trading partner via video or phone before payment.
5. Purchase insurance such as attorney's insurance and business liability insurance.
6. Transfer risks through policy-based insurance. Where an enterprise pays advance payment for imported materials, China credit insurance co., ltd. may provide advance payment insurance for imports, and guarantee the enterprises with import management rights that the advance payment cannot be recovered due to the political risk in the country where the supplier is located or the commercial risk of the supplier in the import trade. The product is to the insured in accordance with regulations of the import contract within the validity period of the insurance policy after the advance payment, on the basis of import contract shall have the right to demand, and has required foreign suppliers refund the prepayment, but as a result of the insurance liability within the scope of the reason it can't recover the corresponding prepayments direct losses sustained, the underwriter according to insurance contract in respect of the insurance products.
5. Keep transaction records
Document in writing important evidence relating to the transaction, such as email, social network communications, and other evidence. In the course of the transaction, if there is any change of substance such as the goods and payment, it shall be confirmed in writing by the authorized representative.
Seek legal remedy
If suspected to encounter fraud, should be in the first time and the bank on the payment channel communication, strive to freeze the payment, at the same time the police. Consult a professional lawyer if necessary.