Contract with a Chinese Supplier: 12 Sections and 3 Mistakes

19.10.2026·6 min read·Delivery Pro China

Contract with a Chinese supplier: which 12 sections are mandatory, which mistakes halt a shipment, and how to prepare documents correctly. Read on dpc.pro.

In brief: A contract with a Chinese supplier must include twelve sections: from the parties' details and product description to the governing law and the priority language version. The key mistakes are: a mismatch in the supplier's name across documents, an undervalued invoice, and a vague product description. All three are visible before shipment and can be resolved at the document preparation stage.

Why the Contract Matters and Who Reads It

A foreign trade contract with a Chinese factory is the only shipping document reviewed by four parties at once: the bank during a foreign currency payment, customs during declaration, the accountant when posting goods to the balance sheet, and, if necessary, a court. Each party looks at its own section – and each will find a discrepancy if one exists.

That is why a contract is not drafted as a formality. It either protects the shipment or stops it at the most inconvenient stage.

Why a Template from a Search Engine Does Not Work

A search for "contract with a Chinese supplier template" returns dozens of files. The problem is not that they are poorly written – it is what they are missing.

A contract only works in conjunction with three things: your legal entity and country of import (the requirements for a foreign trade contract differ in Ukraine, Kazakhstan, and Uzbekistan), your product (the HS code affects both certification and the wording of the subject matter), and the willingness of the specific factory to ship on an official basis. Some manufacturers operate only for the domestic market and do not process export documents – this can be established with one question in correspondence, but only if the question is asked before payment.

A downloaded template signed without these three checks creates the impression of protection, not actual protection.

Twelve Sections: What Must Be Included and What to Review

Below is the contract structure and the key review points for each section.

Sections five through nine are where a discrepancy costs money. Sections one and two are where a mistake stops the entire shipment.

Three Mistakes That Hold Up a Shipment

All three appear in first shipments more often than anything else, and all three are visible before shipment.

Different spellings of the supplier's company name. One name in the contract, another in the invoice, a third on the payment order – the bank returns the payment or it gets stuck, and the cargo sits. This is checked by cross-referencing three documents in a matter of minutes.

An undervalued invoice. Customs compares the declared price against profiles for the product group. If there is a discrepancy, it adjusts the value and recalculates duties. No savings result – only longer timelines and higher costs.

A vague product description. Wording convenient for the supplier often does not match either the code the broker will determine or the actual contents of the boxes. The result is an inspection and a wait while matters are clarified.

What Is Needed to Prepare a Contract

Preparing a contract, invoice, and specification requires five pieces of information:

• your legal entity's details and the country of import;
• the supplier's details – those provided for payment;
• the specification: product, quantity, price;
• the agreed payment terms: prepayment, installments, or payment after shipment;
• the contact details of your customs broker.

Export clearance in China is also a separate task: export documents are prepared per shipment and are priced separately from transportation. The declaration upon arrival is filed by your broker: you remain the importer and owner of the goods on paper, which means the incoming VAT is yours. If you do not have a broker, one can be arranged – DPC provides customs clearance as a separate service upon request.

Frequently Asked Questions

Who prepares the foreign trade contract with a Chinese factory? The contract is prepared by DPC – this is included in the scope of work and is not sold separately. The final version should still be reviewed by your lawyer or customs broker: this page does not constitute legal advice.

Is a separate contract needed for each shipment, or is one contract sufficient? A single framework contract can cover multiple shipments, provided it includes a procedure for issuing specifications for each shipment. The specific format depends on the frequency of shipments and your bank's requirements for foreign currency control.

What should be done if the supplier insists on their own contract template? The supplier's template protects their interests, not yours. The key sections – product description, claims procedure, governing law – are typically worded in favor of the Chinese party in such a contract. The optimal approach is to negotiate the document jointly, reviewing each section.

Does the country of import affect the contract structure? Yes. The requirements for a foreign trade contract differ in Ukraine, Kazakhstan, and Uzbekistan – in terms of mandatory details, foreign currency control, and documents for the bank. A template that does not account for the country of import may not pass foreign currency control.

This material is current as of 2025. Requirements for foreign trade contracts are updated periodically – please verify the applicable rules with your broker or lawyer.

Do you have a supplier's invoice? See how DPC verifies details and arranges payment.