What to put in a contract with a Chinese supplier
A clear purchase agreement prevents most disputes. The clauses that matter, in plain language.
- Attach the specification and refer to the approved sample.
- Link the balance payment to passing inspection.
- Agree what happens if delivery is late or goods fail.
- Protect your designs and brand.
Many first orders from China are placed on a pro forma invoice and a chat thread. That works until something goes wrong. A written purchase agreement sets out what both sides expect.
Clauses to include
| Clause | What it covers |
|---|---|
| Parties | Full legal names matching the business licence |
| Product and specification | Attached specification and the approved golden sample |
| Quantity and price | Units, unit price, currency, Incoterm |
| Payment | Deposit and balance, linked to inspection or documents |
| Delivery | Production and shipment dates |
| Late delivery | What happens if dates are missed |
| Quality and inspection | Inspection rights, acceptable defect levels, rework |
| Packaging and labels | Arabic labels, carton marks, barcodes |
| Intellectual property | Your designs and brand stay yours; no selling to others |
| Disputes | Governing law and how disputes are handled |
Bilingual helps
A contract in English and Chinese, with an agreed version taking priority, reduces misunderstandings.
Get advice
For larger orders or valuable designs, have a lawyer review the agreement. This guide is general information, not legal advice.
Related: pre-shipment inspection and checklist before paying a supplier.
How Husbar can help
Husbar China Line prepares purchase terms with suppliers on behalf of Gulf brands and works with your legal advisers where needed. See Husbar China Line.
Frequently asked questions
Is a pro forma invoice enough?
For small orders it is common, but a purchase agreement gives far more protection.
Should the contract be in Chinese?
A bilingual contract with a stated priority language reduces misunderstandings.
What is an NNN agreement?
A non-disclosure, non-use and non-circumvention agreement used to protect designs in China.