China contracts that can be enforced in China
A contract with a Chinese supplier or partner only protects you if a court or arbitral tribunal in China can enforce it. Many contracts signed by Latin American companies fail right there: they are only in English or Spanish, they do not name an arbitration institution, or they are signed by someone without authority to bind the Chinese company.
At UB China we draft and negotiate contracts designed to work in China.
Contracts we prepare
- International supply and sale of goods, with Incoterms 2020 and payment terms (letters of credit, advance payments and guarantees).
- OEM manufacturing and quality control, with pre-shipment inspection.
- Distribution, agency and licensing of trademarks or technology.
- NNN agreements (non-use, non-disclosure and non-circumvention), more effective in China than a traditional NDA.
- Joint ventures and shareholder agreements.
What you need to know
- China’s Civil Code, in force since 2021, governs all contracts, including international trade contracts.
- A Chinese-language version is advisable, stating which language prevails.
- Company seals (chops) bind the company: we verify the seal and who signs.
- An arbitration clause must name a specific institution; saying only “arbitration in Shanghai” may render it invalid.
- Governing law and the dispute resolution forum should be chosen with the counterparty’s assets in mind.
Before you sign
We combine the contract with China Legal Check: we verify that the company exists, is licensed for what it sells and has no pending litigation, before you pay.
Frequently asked questions
Is a contract signed in Chile valid?
Yes, if it is drafted to be enforced in China; often it is not.
Must it be in Chinese?
Not always, but a Chinese version makes enforcement much easier.
Can you review a contract I have already received?
Yes, we review drafts from Chinese suppliers and propose changes.
What if the supplier does not perform?
It depends on the dispute clause; see China litigation and arbitration.
Doing business with China? Let us talk.