Adrian Liu · China-side legal work
Questions overseas buyers ask about Chinese suppliers
Short answers to buyer questions, collected from the guides and service pages on this site.
NNN agreements and confidentiality
19 questions
Is a normal NDA enough for a Chinese supplier?
Often not as it stands, but it can sometimes be revised. Its title doesn't answer the question. I check whether it covers non-use and passing information on to others. Does it name the right Chinese company and the confidential information specific to your project? Remedies, language and the dispute terms get checked too.
Should the agreement be bilingual?
Yes, in most supplier projects. Name the Chinese text as the controlling version, so a Chinese court reads what you meant. The right approach depends on the parties, the negotiation and where any dispute will be heard. The two versions need to say the same thing commercially.
Should I use a Chinese court or arbitration?
It depends on the other party, where its assets are, how the deal is set up and which remedies you are likely to need. A forum clause says where disputes are heard. Don't copy one from a generic template. First check whether it is practical for this supplier and project.
Can one NNN cover several unrelated suppliers?
Treat each unrelated supplier as a separate party. One controlled set of core terms can be reused to save time. But the company, signature, chain of recipients and schedules need to be checked separately for each supplier.
What if a subcontractor will see the files?
Raise it before you share anything. The agreement can require your approval and name the subcontractor. It can set the duties that pass on to it and the main supplier's responsibility. It can also limit what information the subcontractor may receive.
What if I have already sent the drawings?
Tell me what was sent, to whom and roughly when. A new agreement may still cover both earlier and future disclosure. If you already suspect misuse, preserving evidence and assessing the dispute are a separate scope from drafting.
The name on Alibaba is the supplier, right?
Not necessarily. The storefront name, the company on the quotation, the factory, the bank account holder and the registered Chinese company can all differ. Check who the parties really are before you rely on an English trading name in the agreement.
Does the NNN replace a manufacturing or product-development agreement?
No. The NNN is strongest at the stage when you share information. Specifications, milestones, tooling, acceptance, payment, ownership of new work and production duties usually belong in the later development or manufacturing agreement.
Is it too late to sign an NNN now?
No. It is usually the right step. An NNN is a non-disclosure, non-use and non-circumvention agreement. It covers everything from the date of signing. It can be drafted to cover material you already shared. But it can't create a confidentiality step at an earlier date. That is why steps 1 to 5 still matter.
From Sent CAD Files to a Chinese Supplier With Nothing Signed? Seven Things to Do This Week
The supplier says it developed the design independently.
Article 39 of the Anti-Unfair Competition Law (in Chinese) is aimed at that defence. Show that the supplier had a way or a chance to get your information. Show that what it uses is substantially the same. Then it has to prove it developed the design on its own. That can be proved, and the burden is on the supplier.
From Sent CAD Files to a Chinese Supplier With Nothing Signed? Seven Things to Do This Week
Should I stop working with this supplier immediately?
Not without thinking it through. Ending the relationship suddenly cuts your access to information and to the tooling. If molds are involved, settle who owns them before you send a termination message.
From Sent CAD Files to a Chinese Supplier With Nothing Signed? Seven Things to Do This Week
The supplier says its NDA is standard and cannot be changed.
Most supplier drafts fail on three lines, and all three are negotiable. Send a marked-up version of their document. If you ask for everything, nothing gets signed, so give away the points listed above. If the supplier still refuses a change you need, that is the time to bring in a lawyer.
From Chinese Supplier Sent Its Own NDA? What to Change Before You Sign
Can I sign theirs now and put a proper NNN in place later?
You can, but it has a cost. (An NNN is a non-disclosure, non-use and non-circumvention agreement.) Under PRC law, protection depends on the confidentiality measures you took. If something goes wrong in the meantime, the document you signed is the measure a court looks at.
From Chinese Supplier Sent Its Own NDA? What to Change Before You Sign
They have already chopped it. Does that change anything?
No. A document you have not signed is an offer. You are free to propose changes. You do need to check that the chop matches the registered company before you treat the company as bound.
From Chinese Supplier Sent Its Own NDA? What to Change Before You Sign
Is an NNN just an NDA with extra clauses?
In form, roughly. In effect, the extra clauses are the point. Non-use stops the supplier making your product for itself. Non-circumvention stops it going around you to your customers. A document without them doesn't do the job most buyers think they are paying for.
From Chinese Supplier Sent Its Own NDA? What to Change Before You Sign
Is a separate NNN for each supplier four times the cost?
No. The first supplier starts at USD 1,500. Each further one is USD 200 if only the party details change, or USD 350 if the NNN is adapted to that supplier. Both prices include a basic registry check on that company. A full identity check report is separate. The USD 200 price applies once you confirm in writing that the products and terms stay the same. If the registry check finds a problem, such as a trading company in front of the factory, that supplier is USD 350.
Should every supplier on my shortlist get the full technical package?
Usually not. Most shortlists don't need the complete technical file at the quoting stage. Send outlines to the whole shortlist and the full package to the frontrunner. That cuts your exposure and the drafting.
What should I check when a supplier returns the signed NNN?
Compare the signed copy with the version you approved. A signed agreement can come back with a clause quietly dropped or a party name changed. The comparison takes about ten minutes.
What if the factory passes my files to a subcontractor without my consent?
Say a manufacturer making goods to your order passes the main part of the work to someone else without your consent. Under Chinese contract law, it is still answerable to you for what that third party does. You can also end the contract (Civil Code art. 772). That is a useful fallback, but it won't tell you who is holding your files.
Manufacturing, development and supply contracts
25 questions
The supplier wants me to pay a different company from the one that signs. What should the contract say?
It should make clear which company signs, which one receives payment and which one does the work. If these are different companies, it needs to explain why and give each one the right obligations. I check this against the quotation, purchase orders and correspondence.
What does a focused contract review include?
A review of one defined agreement before you sign. You get a written explanation of the main risks and a list of the business decisions still needed from you. A focused contract review starts at USD 850. A full redline or revision is a separate service, because it includes new replacement wording.
Does a one-off purchase need the same contract as a long-term supply deal?
No. A one-off purchase, an exclusive distribution arrangement and a long-term manufacturing relationship need different promises and exit terms. I look at the proposed structure first, then decide which documents the deal needs.
Can you work with our lawyers in another country?
Yes. If the deal also involves another country’s law, I coordinate the Chinese-law work with your own lawyers. Technical specifications, product testing and foreign regulatory advice are handled with the right specialists.
Is a distributor the same as a reseller?
No. An exclusive distributor, a reseller and a service provider are different roles, and the contract shouldn’t mix them up. It needs to match how orders, payments, stock and customer relationships will work in practice.
Should I give my Chinese distributor exclusivity?
That depends on your product and how you sell it. If exclusivity applies, the agreement should say how performance is measured and what happens if targets are missed. Exclusivity, price controls and similar limits need to be reviewed in their own context, and a template used elsewhere may not deal with the Chinese-law questions they raise.
What should happen to stock and the brand when the agreement ends?
The exit terms should cover open orders, payments and leftover stock, further use of the brand, the handover of agreed records and accounts, and any transition work. Read the right to terminate together with the notice rules and any agreed chance to fix a breach. If the supplier only has an option to buy back stock, it doesn't have to buy anything back. Write in a duty if you want one.
The relationship is already going wrong. Where do I start?
With the signed documents and what each side has done. A new agreement or a termination letter should come after that. Disputes over payment, performance and the end of the relationship go through my commercial dispute service.
Is a purchase order enough?
Usually not, for a first production run. A purchase order fixes the product, price and quantity. See when a PO binds a Chinese supplier. It rarely deals with inspection, tooling, surplus goods or where disputes go. Those are the points that decide most disputes.
Can you review the contract the factory sent me?
Yes. Send an outline first, with your signing deadline. The review shows what to change and what to ask the factory for. If you need new wording drafted, that's a separate step.
Should the agreement be in Chinese, English or both?
In most cases, both, with the Chinese version controlling. That means the Chinese text wins if the two versions differ. It's the version a Chinese court or arbitration body will read. The factory's signatory can also read it before sealing it.
Who should own the tooling if the cost is built into the unit price?
You can own it either way. The contract has to say so, and from when. Where the tooling cost is amortised, I tie ownership to a schedule and to payments. Then there's no argument later about whether it's been "paid off."
The factory says its factory inspection is final. Should I accept that?
Accept that it's final for what can be checked at the factory. Keep a separate right to inspect on arrival, with its own period for defects that only show in use.
Do I need a separate quality agreement?
If your product has detailed specifications, inspection levels or frequent changes, yes. Keeping them in a schedule lets you update them without renegotiating the whole contract.
What if the milestones aren't final yet?
We can set out the proposed stages and list the open decisions. You and your technical advisers still need to confirm the measurable outputs, tests and acceptance criteria.
Can the agreement cover tooling and new IP?
Yes. The draft can set out what you agree on ownership and use. Tell me what each party contributes, what will be created and who pays. Patent searches, filings and getting back property that is already being withheld are separate work.
What if the developer has already stopped work?
Start with the existing agreement and the record of payments and deliveries. Assessing a breach that has already happened is different from drafting new terms. So is negotiating an exit.
Does this include every discussion with the developer?
No. The proposal lists the meetings and revisions included. Ongoing negotiation, or a big change to the project, needs extra scope that we agree first.
A Chinese factory is developing my product. Who owns the source files?
It depends on the agreement. Paying for development doesn't automatically make all the IP yours. Under Civil Code art. 859, the right to apply for a patent on a commissioned invention belongs to the developer, unless the law or the contract says otherwise. Receiving the files and being allowed to use them are separate questions too, so write down who owns and may use what.
Can I move production to another factory after development is finished?
Plan for it in the agreement. It should say whether you may have another factory make the product and give that factory the files it needs. The test is whether you can mass-produce the product, or move it to another supplier, with what you receive at handover. Agree this at the quotation stage, because the developer may plan to recover its costs through later production orders.
Does an approved sample mean the product is ready for mass production?
No. A sample that looks right doesn't confirm the materials, performance, tolerances and test methods that mass production needs. Give each step, from sample to pilot run to release for mass production, its own standard, test results, sign-off and payment condition.
I'm buying a machine from a Chinese manufacturer. Do I need a lawyer for the purchase contract?
If the machine matters to your business, a written contract is worth having. A proforma invoice usually fixes the model, price and quantity. It rarely sets how the machine is tested on site, what the warranty covers or where disputes go. A purchase contract from me starts at USD 1,950.
Is a proforma invoice enough when buying from a Chinese supplier?
For a small, simple order it may be. It records what you are buying and the price. See when a PI becomes a binding contract. Check what it says about inspection, defects, delivery dates and disputes. If it says nothing, Chinese law fills the gaps with default rules, which rarely match what an overseas buyer expects. If the product is made to your design, a manufacturing agreement fits better.
The machine passed inspection in China but failed after installation. What can I do?
Check the contract first. If it sets a separate acceptance test on site, signing off at the factory doesn't give up your rights under the site test. If it sets an inspection period, tell the supplier in writing within that period. If it sets none, tell the supplier within a reasonable time after you find the problem. The outer limit is two years from receiving the machine, unless a quality guarantee period applies (Civil Code art. 621). Keep the machine, the test records and the messages.
How is a purchase contract different from a manufacturing agreement?
A manufacturing agreement is for goods made to your design, drawings or tooling, or a product still being developed. It also deals with tooling ownership, surplus production and design changes. A purchase contract is for what the supplier already makes. It starts at USD 1,950; a manufacturing agreement starts at USD 3,950.
Checking a supplier before you pay
12 questions
Can you confirm that a supplier is safe?
A legal check can't guarantee how a supplier will perform. It also can't guarantee that every relevant record is available. The report should set out the evidence, the gaps and the limits of the agreed searches. It shouldn't issue an unconditional “safe supplier” certificate.
Is registered capital proof that a supplier can pay a claim?
The amount on the registration record is only one piece of information. A legal review shouldn't present it as a bank balance or a verified pool of assets. It isn't a promise that you will recover your money either.
Does an on-site visit include engineering or quality certification?
No. A legal verification visit deals with the agreed legal and transaction questions. Testing, engineering assessment and production-quality certification need the right specialists, with their own scope of work.
What should I send first?
Send a non-confidential description of the order, the names of the companies you know about, and your next signing or payment deadline. After the conflict check, we agree which supplier records and documents are needed. Then I can tell you where you stand and what your options are.
Is it a red flag if the supplier asks me to pay a Hong Kong company?
Not always. Many groups use a Hong Kong company to receive foreign currency, and that is sometimes legitimate. It is also the single most common way money goes missing. Get the relationship explained in writing and reflected in the contract.
From How to Find a Chinese Supplier's Registered Company Name
Can I sue a Chinese supplier under its English trading name?
A contract, a court case and an enforcement action all run against the registered Chinese company. A judgment or award against an English trading name may be impossible to enforce. So the contract should name the Chinese company and its unified social credit code.
From How to Find a Chinese Supplier's Registered Company Name
What if the business licence doesn't match the registry?
The name, code, legal representative, address and business scope should match exactly. The registry also shows whether the company is still active. (The legal representative is the person registered to act for the company.) If the address or legal representative is different, the licence may be out of date. It may also not be the company's licence at all.
From How to Find a Chinese Supplier's Registered Company Name
Once I know the company, is it safe to pay?
Not yet. Confirming the company tells you who you are dealing with. It doesn't tell you whether they can make the product or pay their debts. It also doesn't tell you whether the person you are talking to can sign for the company.
From How to Find a Chinese Supplier's Registered Company Name
Does a factory tour on a video call prove the supplier is the manufacturer?
Not on its own. The line on camera may belong to a partner factory that a trading company uses. Ask which company owns the production line and what its Chinese name is. Then compare its registered address with the one you were shown.
From Is Your Chinese Supplier a Factory or a Trading Company? How to Check the Public Records
Is it a bad idea to buy from a Chinese trading company?
No. Buying through a trader is common and often sensible. Traders combine goods from several factories, check quality and offer easier payment terms. The risk comes from thinking you are dealing with the manufacturer when you are dealing with a trader.
From Is Your Chinese Supplier a Factory or a Trading Company? How to Check the Public Records
Does an NNN signed by the trading company bind the factory?
No. An NNN (non-disclosure, non-use and non-circumvention agreement) signed by the trader does not bind the factory. If your drawings or molds sit at the factory, you may want the factory to sign too. At least ask it to confirm your ownership in writing.
From Is Your Chinese Supplier a Factory or a Trading Company? How to Check the Public Records
Can I sue the factory if my contract is with the trading company?
You can only sue the company you contracted with. If the factory is a separate company, the trader can't bind it. A trader with few assets may be harder to recover from than the factory behind it.
From Is Your Chinese Supplier a Factory or a Trading Company? How to Check the Public Records
Getting help with a supplier dispute
26 questions
Can a Chinese court freeze a supplier’s bank account before I sue?
In an urgent case, it may. This is called pre-action preservation, and you apply before the main lawsuit or arbitration. To apply, you need the supplier's bank account number, and you must give security. If the court grants it, the claim or arbitration must follow within the time the law sets.
Do I need to travel to China for a supplier dispute?
Often the early work can be done remotely. That includes reviewing evidence, checking the companies, a demand letter and planning litigation. Whether you need to attend later depends on the forum, the evidence and the procedure. Don't book travel until the route is clear.
Which company do I claim against if the contract, invoice and bank account show different names?
Don't choose from the English names alone. First, map the registered Chinese companies. Check the company seal, who received the payment, who issued the invoices and who did the work. Different companies can have different roles and different liability.
How long do I have to bring the claim?
It depends on the claim. The deadline to sue is called the limitation period. For most civil claims in China it is three years. For disputes over international sale of goods contracts and technology import or export contracts, it is four years. The start date, interruption and other rules still need checking against your facts.
Can WeChat, WhatsApp and email be used as evidence?
They can be important evidence. Keep the original data and its context. Keep the phone or the account if you can. Export full threads. Keep attachments and payment records. Don't rely only on a few screenshots.
Will a lawyer’s demand letter make the supplier pay?
No. A demand letter helps when three things are true. It reaches the right company. It sets out a breach you can prove. And it points to a believable next step. A letter can't freeze assets, create missing evidence or guarantee a reply.
Can I rely on my overseas customer’s inspection report?
It depends on the contract and the standard used. It also depends on how the tested goods link to the supplier’s batch, and how the report was made. A foreign report can be useful evidence. It doesn't automatically prove that the goods failed to meet the contract.
When is a supplier dispute too small to pursue?
There's no single figure. The size of the claim matters. So do the evidence, the supplier's assets, the forum, the urgency and the likely legal costs. A triage call, prepared from your documents, sets out your options and the cost of each next step before you commit to more work.
Can you get the listing taken down within 48 hours?
I can't promise that. Within 48 hours, the evidence is captured. Where a Chinese right supports it, the platform notice is ready or filed. How fast the platform acts is up to the platform.
Do I need to come to China?
No. The letter needs only a signed authorisation from your company. Court proceedings need the power of attorney described above. You can have it notarised and apostilled where you are, or sign it before a Chinese judge by video. Which step applies also depends on the law of the country where the document was made and on its treaties with China. A lawyer should confirm it for your documents.
Can a court stop the factory moving my tooling?
It can. Before you sue, you can ask a Chinese court for a preservation order. This is possible if waiting would cause harm that can't be undone. You have to provide security, such as a deposit, a guarantee or a preservation insurance policy. The court must rule within 48 hours of accepting the application. In practice a freeze usually takes 10 to 15 days. You must then sue or start arbitration within 30 days, or the order is lifted (Civil Procedure Law (in Chinese) art. 104). The security is the part you need to decide on. So I'll set out the options and their cost first.
The factory still has my goods in production. Should I send the letter anyway?
Usually not yet. Get the goods out first. Or send a softer notice that reserves your rights, meaning it keeps your claims open. The first letter's timing matters more than its tone.
Will the letter make the factory delete evidence?
It might. That's why the evidence is captured before the letter goes out.
I paid for the tooling. Doesn’t that settle who owns it?
Payment is an important part of the record. The assessment also needs the development and contract terms, what the payment covered and how the tooling is identified. A payment statement alone doesn’t settle every possible dispute.
Should I send a demand right away?
First be clear on the recipient, the supporting records and your next step. Tell me about any risk to the tooling or any deadline coming up. Then the response can take them into account.
Can you look at related company and IP records?
The agreed assessment can include relevant company and IP records. A separate filing, a specialist patent opinion, a full investigation or recovery action isn’t automatically part of the initial fee.
Can you help prevent the same problem on the next project?
Manufacturing and development agreements can cover ownership, custody, permitted use, access, handover and what happens when the relationship ends. A new contract is a separate piece of work from the current dispute.
Should I send a demand letter to a Chinese supplier?
Send one when you know the right Chinese company and evidence backs the claim. Decide first what you will do if the deadline passes. Wait if the recipient is unclear, assets may need to be frozen first, or a legal time limit is close. An early warning can put assets or evidence at risk.
How do I send a legal letter to a supplier in China?
Address it to the Chinese company by its exact registered name, at its registered address. Write it in Chinese, the language of the people who will read it and of any court that may read it later. I send it by tracked courier to the registered address and by email to the contacts named in the contract. You receive proof of delivery.
What happens if the supplier ignores the letter?
Silence may tell you something too. Before the letter goes, we decide what you will do if there is no reply. You might stop spending, check the company and its assets, propose a settlement, or look at arbitration or a lawsuit. In about three in ten of my letters, there was no reply or the matter went to court.
Which documents does the letter need?
The contract or purchase order, the payment record and the messages with the supplier. I also look at who received the money, the dispute clause and the delivery and inspection record. Anything that weakens the claim gets flagged before it goes in writing.
Should I sue in China or in my own country?
Usually in China, if the supplier and its assets are in mainland China. A judgment from your own court would have to be recognised and enforced by a Chinese court. That is slower and less certain. An arbitration award from most countries can be enforced in China under the New York Convention. See where a Gulf judgment or award can be enforced.
From Suing a Chinese Supplier From Overseas: Court or Arbitration
Court or arbitration: who decides?
The contract does. If it has a valid arbitration clause, the case goes to arbitration, and a court won't hear it unless the other side fails to raise the clause before the first hearing. If it has no dispute clause, the claim goes to a Chinese court. That is usually a court where the supplier is based or where the contract was performed. See which Chinese court hears your claim. Arbitration is private and final. A court case is public and can be appealed once.
From Suing a Chinese Supplier From Overseas: Court or Arbitration
Can I recover my legal fees from the supplier?
In a Chinese court, generally only if the contract says the losing party pays them. You must also be able to prove you paid them. In CIETAC arbitration, the tribunal may also order the losing party to pay the winner's reasonable costs of the case (CIETAC Arbitration Rules 2024, art. 55(2)).
From Suing a Chinese Supplier From Overseas: Court or Arbitration
What happens if the supplier still does not pay after the judgment?
You apply for enforcement. The court can freeze, transfer and auction the supplier's assets. It can restrict spending by the company's legal representative, the person officially registered to act for it. It can also put the company on the public list of dishonest judgment debtors. Enforcement is a separate stage, and it is quoted separately.
From Suing a Chinese Supplier From Overseas: Court or Arbitration
Do you work on a no-win, no-fee basis?
No. For claims above USD 100,000, the success-fee plan lowers the fixed part. It adds a percentage of what is actually recovered. The fixed part counts toward the cap stated in the contract.
From Suing a Chinese Supplier From Overseas: Court or Arbitration
Paid, but no goods or refund
25 questions
Can I recover money from a Chinese supplier if I am outside China?
Often, yes. Foreign buyers can bring claims in China. First, check jurisdiction, the defendant's registered identity, the dispute clause, evidence formalities and whether there are assets to collect.
Should I ask my bank to recall the wire?
Contact your bank quickly. But a recall on its own is not a full recovery plan. It may fail, restrict the receiving account or change the evidence. Keep all your messages with the bank. Work out the legal path at the same time.
What if the payment went to a Hong Kong company?
That can change the claim a lot. Before you choose where to bring the claim or send a demand, work out the role of each party. That means the contract party, the company you paid, the Chinese factory and the people making the promises.
What can a demand letter do to get my money back?
A demand letter can put useful pressure on the supplier, if it reaches the right company. Evidence and a believable next step need to stand behind it. No letter can create assets, fix a bad contract or guarantee payment.
How small a payment is still worth recovering?
That depends on the amount, the evidence, the other side and the cheapest pressure that could work. A matter too small for a lawsuit may still justify a focused demand. Another may be better written off before legal fees make the loss bigger.
Should I ask my bank to recall a payment to a Chinese supplier?
It can make things worse. Here, the recall request led the supplier's bank to restrict the supplier's account. That was the same account the refund had to come from. It also gave the supplier an excuse that sounded reasonable and lasted for months.
From Chinese Supplier Took Full Payment and Didn't Ship: Court Ordered a Refund
How long does it take to sue a Chinese supplier in China?
A first-instance case usually takes about six months if no expert testing is needed. This one took about five and a half months. The claim was filed on 5 January 2026, and judgment came on 18 June 2026. That was in a district-level court, for a foreign buyer with no presence in China. A timeline like this assumes your records are clean.
From Chinese Supplier Took Full Payment and Didn't Ship: Court Ordered a Refund
Can I get my lawyer's fees back from a Chinese supplier?
Generally only if the contract says so. Here the court rejected the buyer's claim for lawyer's fees. The contract had no fee clause, and the buyer gave no proof of payment. The court did award USD 731 in notarisation and legalisation costs.
From Chinese Supplier Took Full Payment and Didn't Ship: Court Ordered a Refund
What should I add to the contract before I pay a Chinese supplier?
Three sentences would have helped this buyer. One is a payment-terms clause the supplier can't change on its own. Another is a clause on lawyer's fees. The third is a refund duty that doesn't depend on the seller's cooperation.
From Chinese Supplier Took Full Payment and Didn't Ship: Court Ordered a Refund
Are screenshots of WeChat or WhatsApp messages enough evidence?
Often not. In a Huidong case, a seller offered only printouts of WeChat chats. It did not produce the original chats when the court asked. The court dismissed the whole claim. Keep the chats on the phone or account where they happened, and save the full conversation around the key lines.
From Chinese Supplier Won't Refund? 12 Records to Save Before You Act
The supplier's WeChat name doesn't match the company. Does that matter?
It can decide the case. In a Zhongshan case, the buyer appeared under a different name in the seller's WeChat, and the claim was dismissed. In a Hefei case, the phone number on the WeChat contact card matched a business registration form, and the seller won. Note the phone number on the contact card. Check it against the contract, the invoice and the company record.
From Chinese Supplier Won't Refund? 12 Records to Save Before You Act
I paid a different company from the one in the contract. Does that matter?
It can change a lot about how you get the money back. Write down who asked for the payment. Write down how that person explained the link between the account holder and the factory. If the supplier sent new bank details, save that message too.
From Chinese Supplier Won't Refund? 12 Records to Save Before You Act
Do my English documents need a translation or an apostille?
Every document in a foreign language must come with a Chinese translation. Only official documents and evidence about personal status need formal certification when made outside China. Bank records, emails and reports from private inspection firms usually need no apostille. Company registration documents usually do. Which step applies also depends on the law of the country where the document was made and on its treaties with China. A lawyer should confirm it for your documents.
From Chinese Supplier Won't Refund? 12 Records to Save Before You Act
Will I get double my deposit back if a Chinese supplier doesn't deliver?
Only if the parties agreed, in the contract or in later written messages, that the money is a real deposit (dingjin). What you call the money doesn't decide it. A deposit can't be more than 20% of the contract price (Civil Code art. 586). Double return applies when the supplier's failure means the purpose of the contract can't be achieved (art. 587).
From Deposit or Prepayment? Getting a Refund From a Chinese Supplier That Never Delivered
Is an order confirmed on a supplier's online portal a binding contract?
It can be. In this case, the portal records set out the goods, price, delivery, payment and refund rules. Both sides confirmed and signed with verified company accounts. The buyer then paid against the order, and the court held that was enough.
From Deposit or Prepayment? Getting a Refund From a Chinese Supplier That Never Delivered
Do messages from a Chinese supplier's technicians bind the company?
They can. Here the manufacturer said its support tickets were just technicians talking. Every ticket was linked to the same order, and the replies matched its version records, remote demonstrations and managers' confirmations. So the court treated the tickets as the manufacturer's own statements.
From Deposit or Prepayment? Getting a Refund From a Chinese Supplier That Never Delivered
What if the supplier offers to turn my payment into a different service?
Agree it as a new signed order, or say no in writing. In this case, the two sides talked about turning part of the money into a repair service package. It never became a new order, so it changed nothing.
From Deposit or Prepayment? Getting a Refund From a Chinese Supplier That Never Delivered
Can I prove the sale without one complete signed contract?
It was possible here. Quotations, purchase instructions, bank payments, delivered goods and the supplier's replies to chasers formed an unbroken chain. That was enough to prove the sales.
From Prepaid Supplier Stopped Shipping? How a Chinese Court Set the Refund
From what date does interest run on the refund?
In a case I handled, interest ran from a reasonable time after the buyer's chaser. It did not go back to the dates of payment.
From Prepaid Supplier Stopped Shipping? How a Chinese Court Set the Refund
What if the supplier says my total mixes in other deals?
The supplier here said exactly that, but it produced no ledger. It held the production and shipping records. The buyer had worked out its figure order by order, and the supplier offered nothing that could be checked against it. So the supplier bore the consequence.
From Prepaid Supplier Stopped Shipping? How a Chinese Court Set the Refund
What records should I keep for each order?
Keep the quotation or proforma invoice, with its number, date and total. Keep the bank record showing the payee and the order reference. Add the packing list, the bill of lading and a note of what actually arrived. Save any email that moves money between orders, with a note of the new balance, and each dated request to deliver.
From Prepaid Supplier Stopped Shipping? How a Chinese Court Set the Refund
Does a late delivery end the contract automatically?
No. You have to give the supplier notice that you are ending the contract (CISG art. 26; Civil Code art. 565). Under the Civil Code, one notice can say that the contract ends if the goods don't arrive by a stated date. If they don't, it ends on that date.
From Chinese Supplier Delivering Late: When Can I Cancel and Get a Refund?
Can I lose the right to cancel by waiting?
Yes. Under the CISG, if the late goods do arrive, you must cancel within a reasonable time after you learn of the delivery. Under the Civil Code, unless the law or your contract sets a time limit, the right lapses after one year. The year runs from when you knew, or should have known, of the grounds. It lapses sooner if the supplier asks you to decide and you don't act within a reasonable time.
From Chinese Supplier Delivering Late: When Can I Cancel and Get a Refund?
Can I buy the goods from another supplier instead?
Yes. You must also take reasonable steps to limit your loss. If you don't, you can't recover the part you could have avoided. End the contract first, so you are no longer bound to take the late goods. Then buy at a fair market price and keep the quotes.
From Chinese Supplier Delivering Late: When Can I Cancel and Get a Refund?
What if the supplier has shipped only part of the order?
If you accept the part shipment, say in writing that you keep your rights for the rest. Under the CISG, the rules on late delivery apply to the missing part. You can cancel the whole contract only if the shortfall is itself a fundamental breach.
From Chinese Supplier Delivering Late: When Can I Cancel and Get a Refund?
Quality, delivery and the factory
8 questions
Is using up leftover packaging a defence for the factory?
Usually not. It failed in the Xiaoshan case. The factory had printed the packaging during the OEM term. The court held that using it up after the licence ended was still trademark infringement. It was not a lawful way to clear stock.
From Chinese OEM Overproduction: What Courts Award the Buyer
Who has to prove the extra goods were ordered?
In the Foshan case, the factory did. The goods were dated after the relationship ended, and the parties had settled their accounts. So the factory had to prove the brand ordered them, and it couldn't. The brand's loose ordering by phone still cut the award to RMB 30,000.
From Chinese OEM Overproduction: What Courts Award the Buyer
What damages clause works against factory overproduction?
A fixed sum for each breach is easier for a court to apply. So is an amount per unit found, with a minimum. A formula like "double the factory's sales" sounds strong, but you usually can't prove the factory's sales. Keep the price and margin records that support your figure.
From Chinese OEM Overproduction: What Courts Award the Buyer
Do I need a registered Chinese trademark to act against the factory?
You can sue on the contract without one. A registered Chinese trademark adds an infringement claim, and you can choose that route. It also lets you go to the market regulator. In the Xiaoshan case, the regulator's inspection gathered the evidence, which a private buyer usually can't do.
From Chinese OEM Overproduction: What Courts Award the Buyer
Can the factory keep my molds until I pay other invoices?
Chinese law lets a creditor keep property it lawfully holds when a debt is unpaid. Between businesses, the debt doesn't have to relate to the molds, as long as it arose in the ordinary course of their business (Civil Code art. 448). But if a middleman owes the factory for something else, the factory has a weak claim to keep your molds (SPC Interpretation on the Guarantee System under the Civil Code, art. 62). A contract clause saying the factory has no right to keep the molds stops most of this argument (Civil Code art. 449).
From Who Owns the Mold When the Chinese Factory Designed the Product?
Does it matter which of my companies paid for the molds?
Yes. On paper, the molds belong to the company named as buyer on the proforma invoice. Say a related company paid. Then your current company may need a written transfer or authorisation from it before asking for the molds in its own name. So put the molds in the name of the company that will run the business.
From Who Owns the Mold When the Chinese Factory Designed the Product?
Can the factory sell a slightly changed version of my product to other buyers?
If it used your molds to make that version, even after changing them, it used your property without permission. If it made new molds from the same design, the question is whether such small changes take the product outside the exclusivity promise. Owning the original design doesn't give the factory a right to get around an exclusivity promise it made.
From Who Owns the Mold When the Chinese Factory Designed the Product?
I buy through a middleman. Can I see the exclusivity terms in its contract with the factory?
You have no direct right to a copy, because you aren't a party to that contract. In the matter described here, the brand sent a polite written request for the exclusivity terms only. It said a copy with prices and other terms blacked out would do.
From Who Owns the Mold When the Chinese Factory Designed the Product?
Contract terms that decide the case
15 questions
Is there a figure that is safe to put in the clause?
No, because the test is relative. RMB 2,000,000 was upheld in Ningbo. RMB 6.92 million became RMB 120,000 in Jingmen. The difference was whether the number was linked to a loss the court could calculate, and whether the breach was deliberate.
From Are Liquidated Damages Clauses Enforceable in China? Six Judgments
Does the 30% rule cap me at 130% of my loss?
Not quite. Article 65 says a sum more than 30% above the loss may generally be treated as excessive. That guides the court's assessment. It does not cap what you can recover. The test only comes into play if the party in breach asks for a reduction. A party that broke the contract in bad faith generally can't rely on it at all.
From Are Liquidated Damages Clauses Enforceable in China? Six Judgments
What if the supplier refuses to disclose how much it sold?
The court can still set a figure without it, as the Suzhou court did. An audit or records clause in the agreement gives you a separate way to get the same information.
From Are Liquidated Damages Clauses Enforceable in China? Six Judgments
Penalty or damages formula?
PRC law does not separate a penalty from a genuine estimate of loss. Article 585 covers both an agreed sum and an agreed way to calculate it. A formula tied to clear inputs is easier to defend. You can also combine the two.
From Are Liquidated Damages Clauses Enforceable in China? Six Judgments
Does it matter that the customer contacted the factory first?
Not in this case. The court held that it made no difference who contacted whom first. Dealing with the customer directly was a breach either way. The clause helped by covering dealings "for any reason" and "through its company or any individual".
From Are Non-Circumvention Clauses Enforceable in China? One Court Said Yes and Cut the Damages
What happens if my non-circumvention clause has no end date?
The Zhongshan court read in a "reasonable period" and never said where it ends. That worked for the trader because the breach came within days. A fixed period for each protected customer, counted from your last order involving that customer, takes the question away from the judge.
From Are Non-Circumvention Clauses Enforceable in China? One Court Said Yes and Cut the Damages
Can a Chinese factory attack the clause under competition law?
It can try, and a factory's lawyer today probably would. In December 2024, the Supreme People's Court struck down a clause that stopped a producer from selling to its trader's customers. It found the clause divided customers between competitors. In my view, a clause covering every customer with no end date would struggle against that argument.
From Are Non-Circumvention Clauses Enforceable in China? One Court Said Yes and Cut the Damages
Can the clause stop my customer from buying directly from the factory?
No. The clause bound the factory. It never bound the customer, which was free to buy wherever it liked. Your claim is against the factory, and it is a claim for money.
From Are Non-Circumvention Clauses Enforceable in China? One Court Said Yes and Cut the Damages
Can a Chinese factory keep my molds if I owe it money?
It may try, and the law gives it some footing. Between two companies, the debt doesn't have to come from the same deal, as long as it arose in the course of business (Civil Code art. 448; Interpretation art. 62). A factory can also hold work it made if its fee or material costs are unpaid (art. 783). A clause saying it may not keep the molds removes both arguments (arts. 449 and 783).
From What Should the Mold Clause Say in a Chinese Factory Contract?
I paid for the molds through a middleman. Does that change anything?
It can help. If the middleman owes the factory money for something else, the factory generally can't keep your molds for that debt. You can ask for them back (Interpretation art. 62). Make sure the invoice and the payment record name your company.
From What Should the Mold Clause Say in a Chinese Factory Contract?
The factory says I owe storage and material costs. Do I have to pay?
Only if your contract provides for them or you agreed to them. In my case, the factory had no invoice, no purchase order and had never mentioned the costs. In my view, a court would not have allowed them. A good clause lists the extra costs allowed and requires your written approval for any others.
From What Should the Mold Clause Say in a Chinese Factory Contract?
Does the factory own the molds if it designed the product?
Not for that reason alone. The design and the molds are separate assets. A factory can keep the design and still not own molds you paid for.
From What Should the Mold Clause Say in a Chinese Factory Contract?
Does an emailed scan of a stamped letter count?
In the Shanghai case it did. The factory's stamped scan took effect when it reached the trading company by email. Under the Civil Code, an email takes effect when it enters the recipient's designated system or when the recipient knows, or should know, that it has arrived (art. 137). Keep the email with its attachment.
From Factory-Signed Non-Circumvention Letter: Binding in China?
The factory added an expiry date. Should I just reply that I received it?
No. In the Ningbo case, a reply that said "received, please send the original" left the agreement unformed. A change to the period is a material change, and it counts as a new offer (Civil Code art. 488). Accept or reject it in writing, and sign the version you agree.
From Factory-Signed Non-Circumvention Letter: Binding in China?
Can the factory say the promise is unfair because only it has obligations?
It can try. The Shanghai court rejected that argument because the factory signed to secure the relationship and then signed more than 30 contracts with the trading company. A promise that brings the factory real business is harder to attack than one that gives it nothing.
From Factory-Signed Non-Circumvention Letter: Binding in China?
Suing, time limits and enforcement
20 questions
Can a court judgment from Qatar, Bahrain or Oman be enforced in China?
China has no treaty with these three states that covers court judgments, so reciprocity applies. A Chinese court asks whether that country's courts would recognise a Chinese judgment in similar circumstances. Since 2022, the Supreme People's Court has told lower courts they may find reciprocity if the other country's law would allow it. This holds even if no Chinese judgment has been tested there yet.
From Can a Gulf Judgment or Award Be Enforced Against a Chinese Supplier?
Why would a Chinese court refuse to enforce a Gulf arbitration award?
The New York Convention allows refusal only on limited grounds. Examples are no valid arbitration agreement, or a tribunal that went beyond what was put to it. In practice, awards fail in China for ordinary reasons. The award names the wrong Chinese company, the supplier was never properly notified, or the arbitration clause is unclear under Chinese law.
From Can a Gulf Judgment or Award Be Enforced Against a Chinese Supplier?
Is sending court papers to a Chinese supplier by email or courier enough?
It may not be. Court papers for a company in China must be served under the Hague Service Convention or the relevant treaty. Courier, email or publication in the Gulf may not count. A Chinese court will refuse to recognise a judgment if the supplier was not properly summoned (Civil Procedure Law art. 300).
From Can a Gulf Judgment or Award Be Enforced Against a Chinese Supplier?
Is it quicker to sue the Chinese supplier in a Chinese court?
Often, yes, if your contract lets you bring the case there. For many disputes about goods, prepayments or tooling, it is the quickest route to money. You skip the recognition step, and the court can freeze the supplier's accounts at the start. The downside is that you litigate in Chinese, under Chinese procedure, often in the supplier's home city.
From Can a Gulf Judgment or Award Be Enforced Against a Chinese Supplier?
Which Chinese court enforces a foreign arbitration award?
You apply to the intermediate court where the respondent is based or has property (Civil Procedure Law art. 304). China is a party to the New York Convention, so the route exists. It fails most often on facts the buyer could have fixed when signing.
From Enforcing a Foreign Arbitration Award in China: Why One US Buyer Lost on the Supplier's Name
My supplier invoices through a Hong Kong company. Which company should sign?
Bring both companies into the contract and the arbitration clause. Or get a guarantee from the one with the assets. In the Yantai case, the supplier said the name on the contracts belonged to a Hong Kong company. It had once used that company to make payments.
From Enforcing a Foreign Arbitration Award in China: Why One US Buyer Lost on the Supplier's Name
Is email enough to send arbitration notices to a Chinese supplier?
It may not be. In the Yantai case, the supplier said the email accounts that got the notices were not its accounts. It argued it never received notice, and that argument went unanswered. Send notices to the registered address as well as by email.
From Enforcing a Foreign Arbitration Award in China: Why One US Buyer Lost on the Supplier's Name
Can the other side challenge the arbitration clause after the award?
It may be too late by then. In a Beijing case, a buyer first challenged the arbitration agreement after the award was made. The court refused to cancel the award. Under Chinese law, a party can't argue for the first time after the award that the agreement is invalid (SPC Interpretation on the Arbitration Law, art. 27).
From Enforcing a Foreign Arbitration Award in China: Why One US Buyer Lost on the Supplier's Name
Can my lawyer at home represent my company in a Chinese court?
They can advise you, and they may act as your agent. They cannot appear in court as a lawyer. A foreign company that wants a lawyer in a Chinese court must use a PRC lawyer (Civil Procedure Law Article 274).
From How to Instruct a Chinese Lawyer From Abroad: Power of Attorney, Apostille and Video Signing
Does China accept an apostille in place of embassy legalisation?
For many countries, yes. The Apostille Convention took effect for China on 7 November 2023. A document from another member state needs one apostille issued in that country. If your country isn't a party, or has objected to China joining, the document still needs legalisation by the Chinese embassy or consulate. Which step applies also depends on the law of the country where the document was made and on its treaties with China. A lawyer should confirm it for your documents.
From How to Instruct a Chinese Lawyer From Abroad: Power of Attorney, Apostille and Video Signing
What is "special authorisation" in a Chinese power of attorney?
It covers steps your lawyer can take only if the power of attorney spells them out. These are admitting, waiving or changing claims, settling, filing a counterclaim and appealing (Civil Procedure Law Article 62). With general authority only, your lawyer can't accept a settlement at the hearing or file your appeal without a new document. From abroad, that means another round of notarisation and apostille.
From How to Instruct a Chinese Lawyer From Abroad: Power of Attorney, Apostille and Video Signing
How does a Hong Kong company prepare its documents for a mainland court?
Hong Kong follows its own route. A notary recognised by the mainland notarises the documents. China Legal Services (Hong Kong) Limited then stamps them and sends them on. An apostille alone is not the route for a Hong Kong document used in a mainland court.
From How to Instruct a Chinese Lawyer From Abroad: Power of Attorney, Apostille and Video Signing
Does a text or WeChat message count as a demand?
It can, if the court can link it to the company. In the Urumqi case, repeated text messages to the mobile number registered to the buying company counted. A message to the personal WeChat of a salesperson who has left may be hard to link. Use the company's registered contact details, a company email address or a formal letter, and keep proof of delivery.
From How Long Do You Have to Sue a Chinese Supplier? The Four-Year Rule
Does the four-year limit apply when I am the buyer?
Yes, if the contract is an international sale. Both claimants in these cases were sellers, and the rules are the same for a buyer asking for a refund or damages. Most buyers who import from a Chinese factory fall under the four-year rule.
From How Long Do You Have to Sue a Chinese Supplier? The Four-Year Rule
Can the supplier's legal representative be personally liable?
It happened in the Urumqi case. The legal representative signed an IOU in their own name, with a personal promise to pay. The court treated that as joining the debt. It held the legal representative jointly liable with the company.
From How Long Do You Have to Sue a Chinese Supplier? The Four-Year Rule
Can chat records and customs data prove how much I'm owed?
They did in the Zhongshan case. The court accepted the seller's platform chat records and customs declaration data as proof of the unpaid amount. The buyer denied the figure. It offered no evidence against it.
From How Long Do You Have to Sue a Chinese Supplier? The Four-Year Rule
Is the RMB 40 million line about the contract value or the claim?
It is the amount in dispute, meaning the amount you claim in the case. The contract value is not the test. The RMB 40 million line applies in Beijing, Tianjin, Shanghai, Jiangsu, Zhejiang, Fujian, Shandong, Guangdong and Chongqing. Other provinces use RMB 20 million. In Shenzhen, commercial cases use RMB 50 million.
From Which Chinese Court Hears Your Claim Against a Supplier? The Rules Explained
Can my contract choose which Chinese court hears a dispute?
Yes. In a foreign-related case, the parties can choose a Chinese court in writing (Civil Procedure Law art. 277). The article's wording does not require the chosen place to have an actual connection with the dispute.
From Which Chinese Court Hears Your Claim Against a Supplier? The Rules Explained
What happens if I file in the wrong court?
The court must send the case to the court that has jurisdiction (art. 37). The supplier can also object when it files its defence, and the ruling can be appealed (arts. 130 and 157). Both cost time, so check before you file.
From Which Chinese Court Hears Your Claim Against a Supplier? The Rules Explained
Do I have to travel to China to file?
No. A foreign company can register and file online. The court can witness your appointment of a Chinese lawyer by video, and that appointment then needs no notarisation or authentication.
From Which Chinese Court Hears Your Claim Against a Supplier? The Rules Explained
Suppliers by province
4 questions
Which court hears a claim against a supplier in Shenzhen?
For a foreign buyer's commercial claim under RMB 50 million, the Shenzhen Qianhai Cooperation Zone People's Court hears it. That applies wherever in Shenzhen the supplier is. Larger claims go to the Shenzhen Intermediate Court. A valid arbitration clause sends the case to arbitration instead.
From Supplier Dispute in Guangdong? A China Lawyer for Overseas Buyers
Which court hears a claim against a supplier in Foshan or Dongguan?
For a claim under RMB 40 million, the supplier's local basic-level court hears it. Claims of RMB 40 million or more go to the Foshan or Dongguan Intermediate Court. Confirm the court with its case-filing office before filing.
From Supplier Dispute in Guangdong? A China Lawyer for Overseas Buyers
Is there a special court for goods shipped by sea from Shenzhen or Guangzhou?
Yes. A dispute about carriage of goods by sea is a maritime case, and in Guangdong it goes to the Guangzhou Maritime Court. A claim against the supplier under the sales contract still follows the ordinary rules above.
From Supplier Dispute in Guangdong? A China Lawyer for Overseas Buyers
Can my contract choose a court outside Guangdong?
Yes. In a foreign-related case, you and the supplier can choose a Chinese court in writing (Civil Procedure Law art. 277). Without a valid choice, a contract claim goes to the court where the supplier is based or where the contract was performed.
From Supplier Dispute in Guangdong? A China Lawyer for Overseas Buyers
Trademarks and brand protection
18 questions
A Chinese factory is selling copies of my product. How do I stop it?
Start with the right that covers the product in China: a Chinese patent or design patent, a registered trademark, or copyright. Capture the evidence before anyone contacts the factory. Sellers often change their listings once a letter arrives. A warning letter is usually the first step. Platform complaints, an administrative complaint or court action can follow if the copying doesn't stop. If the factory signed your NNN, the 48-hour response may fit better.
Do I need a Chinese registration to send a warning letter?
For a trademark or patent, usually yes. A registration or patent from outside mainland China gives you little to rely on there. Copyright needs no registration, but you will need proof that you own the work. I check this before anything is sent.
Can a warning letter backfire?
It can. The recipient may delete evidence, so capture it first. It can also press you in writing to sue. For a patent, you then have one month from receiving that demand, or two months from when it was sent, to withdraw the warning or sue. If you do neither, the recipient can ask a Chinese court to declare that it does not infringe (SPC Interpretation on patent infringement disputes, 2009, art. 18). For other IP rights, the same kind of claim is possible if you don't sue within a reasonable time (SPC Provisions on Evidence in IP Civil Litigation, 2020, art. 5). That's why the right and the evidence are checked before anything is sent.
How is this different from the IP enforcement assessment?
The assessment is for when you're not sure whether there is infringement, whether you can win or which route to take. It costs USD 1,500 and ends with a plan for letters, platform complaints or proceedings. If you instruct the warning letter within 30 days after the assessment, the assessment fee is credited in full.
How long does a China trademark application take?
Examination usually takes several months. If the mark is approved for publication and nobody opposes it, it is registered when the publication period ends. A partial refusal, a review or an opposition adds time. So file well before you need the registration.
Do I need a Chinese-language version of my mark?
The law doesn't require one. In practice, Chinese buyers, platforms and distributors will give your brand a Chinese name anyway. Choosing and registering the name you want is much cheaper than recovering one someone else has registered.
Can I extend my international registration to China through the Madrid system?
Yes. But a direct Chinese filing lets you use the standard Chinese descriptions of goods and services from the start. That means fewer refusals over wording and simpler enforcement later. I usually recommend a direct filing for the core classes.
My Chinese factory or distributor registered my brand. What can I do?
Chinese law has a specific ground for this. It applies to an agent, representative or business partner who registers a brand it knew was yours. You usually raise it in an opposition during publication, or in an invalidation request. The key evidence is emails, contracts, orders and samples that show the relationship.
Does a mainland China registration cover Hong Kong, Macau or Taiwan?
No. Hong Kong, Macau and Taiwan each keep their own trademark registers. A mainland filing protects the mark in mainland China only.
What does trademark work cost?
A clearance search is USD 300 per mark per class. Filing is USD 600 for the first class, covering up to 10 goods or services. Each further class is USD 500, also covering up to 10. Each item over 10 in a class is USD 30. Official fees are included. A refusal review or non-use cancellation starts at USD 1,800. An opposition starts at USD 2,500 and an invalidation at USD 4,000. Official fees are extra. Enforcement starts with a USD 1,500 assessment. The final fee depends on the evidence.
Is there any other way to challenge a trademark squatter in China?
Yes, but each route needs evidence and time. A well-known mark can be protected without registration, though "well-known" is a high bar, decided case by case. If a former agent or distributor filed the mark, you can oppose it based on that relationship. People who file marks in bulk can be challenged for using unfair means.
From Brand Famous Abroad but Squatted in China: What the STAPLE Ruling Means
What evidence of use in China should I keep?
If you already sell in China without a registration, keep dated invoices, customs records, Chinese-language advertising and distributor agreements. The test looks at use and reputation inside mainland China. Foreign press coverage will not win the argument.
From Brand Famous Abroad but Squatted in China: What the STAPLE Ruling Means
Should I register a Chinese-language name for my brand?
Yes, file the Chinese-language version too. Chinese buyers will give your brand a Chinese name whether you choose one or not. Register the one you want before someone else registers theirs.
From Brand Famous Abroad but Squatted in China: What the STAPLE Ruling Means
Does the new Chinese Trademark Law from 2027 change this?
The revised Trademark Law (in Chinese) applies from 1 January 2027. It keeps this rule and tightens the wording. An applicant must not "deliberately pre-empt" a mark that someone else is already using and that has some reputation (art. 24). The territorial point in the STAPLE ruling stays the same.
From Brand Famous Abroad but Squatted in China: What the STAPLE Ruling Means
Should I collect evidence before sending a demand letter?
Yes. Here, the other side edited its pages after the demand letter. Before any contact, get notarised captures of signs, booking pages and listings. A notary records what was on the page and when.
From A Chinese Company Uses Your Brand as Its Company Name: What Can You Do?
Can I still claim damages after the company changes its name?
Yes. The company in this case was still liable for the period it traded under the brand. Once the other side changes its name, you can narrow the case to damages and costs. That usually shortens the proceedings.
From A Chinese Company Uses Your Brand as Its Company Name: What Can You Do?
Can the owner of the Chinese company be personally liable?
Possibly, if the company has only one shareholder. That shareholder is jointly liable for the company's debts if they can't prove the company's assets are separate from their own (Company Law (in Chinese) art. 23, para. 3). In this case, the sole shareholder gave no audit or other evidence, so it was liable with the company.
From A Chinese Company Uses Your Brand as Its Company Name: What Can You Do?
Can I use my licence fees to prove my loss?
Courts won't just adopt your licence fees if the licences cover a different territory or term. In this case, the court set damages itself. It weighed the mark's reputation, how it was used, the size and length of the business, the company's correction and reasonable costs. Evidence of the other side's size, prices and trading period helps more.
From A Chinese Company Uses Your Brand as Its Company Name: What Can You Do?
Buyers in the Gulf
9 questions
Do you work in Arabic?
No. I work in English and Chinese. If your documents are in Arabic, I need an English translation of the parts I review. Chinese courts and arbitration commissions need a Chinese translation of anything filed there. I arrange that.
Are your fees different for clients in the Gulf?
No. The published fees are the same for clients in every country. I agree the scope, fee and timetable with you in writing before paid work begins.
Can you act in courts in the UAE or Saudi Arabia?
No. I am licensed in the People's Republic of China. I act on the China side: Chinese companies, Chinese contracts, Chinese courts and arbitration. If a matter also needs work in a Gulf court, I work alongside your local counsel.
Can a court judgment from Dubai or Riyadh be enforced against a Chinese supplier?
It can be, under the treaty, but it is harder than an award. China has a judicial assistance treaty with the UAE. Under it, each country recognises the other's civil and commercial judgments. A court can still refuse on certain grounds, such as lack of jurisdiction, improper summons or public order. The 2022 treaty with Saudi Arabia is now in force on the same basis. Arbitration awards from the Gulf are usually a more reliable route. That is because China and all six GCC states apply the New York Convention.
Do I need to travel to China?
Usually not. I do contract, due-diligence and trademark work remotely. In a dispute, I can attend Chinese court hearings and handle filings for you. Some steps need documents from your side that are notarised, and then legalised or apostilled. I will tell you early which ones.
Should I sign with the supplier's company in Dubai or Hong Kong?
You can. But you can only claim against the company that signs. If it is a trading company with few assets, ask the factory to sign as well, or to give a guarantee. Name each company and its role in the contract.
How long do I have to bring a claim against a Chinese supplier?
For contracts for the international sale of goods, Chinese law gives you four years. The period starts when you knew, or should have known, of the breach. A written demand can interrupt the period, so keep copies of what you send.
Can you check a Chinese supplier before I pay a deposit from the Gulf?
Yes. A company identity check costs a fixed USD 250. It confirms which registered Chinese company you are dealing with. A contract and payment check costs USD 650. It also looks at who signs and who is paid. I do both remotely.
How do the time zones work?
Xiamen is four hours ahead of the UAE and Oman. It is five hours ahead of Saudi Arabia, Qatar, Kuwait and Bahrain. A Gulf morning overlaps with a Chinese afternoon. Most calls take place then.
Working with a lawyer in China
12 questions
Can I ask a China lawyer one question without booking a call?
Yes. Send the question, the other company's name and up to 10 pages of documents. After a conflict check, I answer in writing within 2 business days, with the conclusion, the legal basis and the next steps. It costs USD 350.
What counts as one question?
One question about Chinese law, on one set of facts, that can be answered from up to 10 pages of documents. If your message raises several, I'll tell you which one the fee covers before I start. You can ask one follow-up question within the same scope.
Why do you need the other company's name?
For the conflict check. I can't advise you against a company I act for, so I check the name before I read your documents or answer.
Can you answer a question about the law of my own country?
No. I answer questions on Chinese law only. If your matter also turns on another country's law, I can hand the China-side material to your lawyer there.
How much does an NNN cost for several Chinese suppliers?
The first supplier starts at USD 1,500. Each further supplier costs USD 200 if only the company details change, or USD 350 if the NNN is adapted to that supplier. Both include a basic registry check. If a supplier sends back changes, each round is USD 450.
What if only the supplier's name and address change?
Each further copy of the same agreement is USD 200, if the product, specifications and commercial terms stay the same. You confirm this in writing first.
Where do I start if I'm still choosing a route into China?
With an entry assessment. It compares your options and flags the questions that need more research. It also sets out the decisions to make before you put a plan into practice.
What does a proposal for entry work cover?
The entities, documents, meetings and revisions covered, with timing and fees. Where needed, tax, accounting, technical and overseas-law work is listed separately.
Can you check a Chinese partner before we sign?
Yes. Partner due diligence means background checks on the other party, or on a company you plan to buy. It can sit alongside distribution, licensing or joint-venture documents.
Who handles the China-law work?
Adrian Liu handles business, investment, commercial contracts, supplier disputes and food-related work. June Zhang handles cross-border family and inheritance matters involving mainland China.
Can you give a formal opinion that a third party can rely on?
Only if that is agreed expressly. A formal opinion, reliance by a third party, or use of the work in proceedings each needs its own scope.
What do we need to agree before work starts?
Who instructs us and who the client is, the conflict check, who may share information, how we communicate with the ultimate client, and the timetable and fee.
Family and inheritance
4 questions
Do I need to travel to China?
Please don’t book travel on the assumption that everything needs a visit in person. Don’t assume everything can be done from abroad either. We first check the procedure and the authority that will receive the documents. We also check whether a representative can complete some steps for you. Whether you must attend in person has to be confirmed for your matter.
Does a will made overseas settle everything in China?
It needs a review of its own. China has conflict-of-laws rules. They decide which country’s law applies to a question. These rules treat the form of a will, meaning how it was made, separately from its legal effect. They also have separate rules for intestate succession and for estate administration. Intestate succession means inheritance when there is no valid will. Estate administration means managing the estate and handing it over. Where the assets are matters, and so do the circumstances of the person who died. See the PRC Law on the Application of Laws to Foreign-Related Civil Relations, Articles 31–34.
What documents should I gather?
Start by listing the records you already have. Don’t order every possible certificate yet. Our document preparation guide for overseas heirs explains the main groups of records. It also covers the questions to ask before you pay for formal steps, such as notarisation. Some of your documents may have been made outside China. For those, which procedure applies also depends on the law of the country where each was made. It also depends on that country’s treaties with China. A lawyer should confirm it for your documents.
How much will it cost?
A 60-minute inheritance consultation is USD 350. A written assessment for heirs living abroad is a fixed USD 1,250. Other inheritance work is quoted for its actual scope. The number of heirs, where the assets are, missing records, disputes and overseas documents all affect it. See fees and process.
Food and product compliance
3 questions
Does a label review include laboratory testing?
No. Legal review is separate from laboratory testing and scientific evaluation. Where needed, the proposal names the technical specialists and any separate filings.
What do I receive from a label review?
Annotated artwork and an issues note. The note lists changes, missing information and questions that need technical confirmation.
Can I order a review of a single product?
Yes. A single product can be reviewed on its own. Ongoing support can cover agreed products, sites, contract work and an agreed amount of review work.
Contracts and payment
11 questions
Does paying the deposit mean I accepted everything in the PI?
It can. If the PI was a firm offer and you paid without objecting, your payment can count as acceptance (Civil Code art. 480). If you want different terms, say so in writing before you pay, and get the supplier's written confirmation.
From Proforma Invoice (PI) in China: Is It a Binding Contract?
Does a PI need the supplier's company chop to be binding?
No. A contract can be made by acceptance or by performance, without a stamp (arts. 480 and 490). A chop still helps you prove which company issued the PI, so check that the name on it matches the seller.
From Proforma Invoice (PI) in China: Is It a Binding Contract?
Is a proforma invoice the same as a commercial invoice?
No. The PI comes before payment and production. The commercial invoice is issued when the goods ship and is used for customs clearance and payment. If the two show different sellers, prices or quantities, ask why before you pay the balance.
From Proforma Invoice (PI) in China: Is It a Binding Contract?
Does the supplier's signature on my PO mean it accepted all my terms?
Usually it accepts what the signed copy contains. Check what came back. A supplier may add a line, strike out a clause or attach its own terms, and any of those can turn the signed copy into a new offer (art. 488).
From Purchase Order (PO): When Does It Bind a Chinese Supplier?
Can I change a PO after the supplier has confirmed it?
Only by agreement (art. 543). Send the change in writing, name the PO and the clause, and get the supplier's written yes before production depends on it. A change that was never clearly agreed is treated as not made (art. 544).
From Purchase Order (PO): When Does It Bind a Chinese Supplier?
Is a sales confirmation legally binding?
It can be. If it sets out the goods, quantity and price and you sign it, it binds both sides. Even unsigned, it can become a contract if you pay against it and the supplier accepts the payment (arts. 480 and 490).
From Sales Confirmation vs Sales Contract: Checks Before You Sign
Should I sign the supplier's sales contract or send my own?
Either works if the terms are right. A supplier's template usually favours the supplier on returns, quality claims, liability caps and the choice of court. If you sign it, mark up those terms first. For standard products, your own purchase contract puts inspection, warranty and disputes on your terms.
From Sales Confirmation vs Sales Contract: Checks Before You Sign
Can I mix colours or sizes to reach the MOQ?
Only if the supplier agrees. Ask before you split the order, and write the rule into the PO or contract, for example "MOQ [number] units per order, any mix of colours, at least [number] per colour".
From MOQ (Minimum Order Quantity) in China: What Does It Count?
Does an MOQ in my contract mean I must keep ordering that amount?
Not by itself. A minimum for one order is different from a promise to buy that amount each time. Whether you have a continuing duty to buy depends on the wording, so read any "annual", "forecast" or "commitment" language closely.
From MOQ (Minimum Order Quantity) in China: What Does It Count?
Is 30/70 a safe payment term?
That depends on the trigger for the 70%. If the 70% falls due before any inspection, the full price is gone before you know whether the goods conform. Tie the balance to a document you can check, such as an inspection report or a copy of the bill of lading.
From 30/70 Payment Terms in China: When Is the 70% Balance Due?
Should a machine purchase use 30/70?
Often a machine needs more steps, such as a first payment, a payment after the factory acceptance test, and a final payment after installation and site acceptance. My purchase contract page shows a machine contract where the balance waited for a passed factory test.
From 30/70 Payment Terms in China: When Is the 70% Balance Due?