Contract with a Chinese supplier
The contract is the only shipment document everyone reads later: the bank at the currency payment, customs at declaration, your accountant when putting the goods on the balance sheet, and, if it comes to that, the court. Below are the twelve sections it must have and what to check in each. A ready-made template isn't posted here on purpose — the reason is in the “why not a template, but a breakdown” section.
Why not a template, but a breakdown
The search query “Chinese supplier contract template” is alive and well, and posting a file would be the easiest thing to do. We don't do that, and here's the honest reason.
A contract only works together with three things a template doesn't have: your legal entity and its country (foreign trade contract requirements differ across Ukraine, Kazakhstan, Uzbekistan, and Russia), your goods (the code determines both certification and how the subject is worded), and the specific factory's readiness to ship officially. A downloaded template, signed without these three checks, creates a feeling of protection, not actual protection.
So here's a breakdown instead: what should be in each section and what to check in it. We prepare the actual contract for your shipment ourselves — it's part of the service, not sold separately. Your lawyer or broker still reviews the final version: this page is not legal advice.
Twelve sections and what to check in each
| Section | What to check |
|---|---|
| 1. Parties and details | the supplier's company name in the contract, invoice, and payment order matches character for character; the payment recipient is the same company that is party to the contract |
| 2. Subject and goods description | the description matches the invoice, packing list, and what actually arrives; a mismatch is the most common cause of delay at inspection |
| 3. Quantity and units | the units of measure match the specification; the allowed quantity tolerance is agreed |
| 4. Price and currency | the currency matches the payment currency; what's included in the price is stated — packaging, marking, loading |
| 5. Delivery terms | the Incoterms basis and edition; the basis determines where risk transfers and what goes into the customs value |
| 6. Payment terms | prepayment, in installments, or after shipment — this is the basis for the currency payment; the bank looks exactly here |
| 7. Shipping deadlines | the deadline is tied to an event (payment, readiness), not a calendar date; Chinese New Year is factored in |
| 8. Packaging and marking | packaging requirements for your route; who pays for reinforced packaging |
| 9. Quality, acceptance, and claims | the deadline for filing a claim and the procedure for recording it: without it, a dispute over defects comes down to “you said so too late” |
| 10. Force majeure | the list of events and the notification procedure; the deadline after which the parties part ways |
| 11. Governing law and dispute resolution | the applicable law and the place of hearing; arbitration in a foreign country in practice means you won't be disputing anything |
| 12. Language and version priority | a bilingual contract, with a clear statement of which version takes priority in case of a discrepancy |
Sections five through nine are where a discrepancy costs money, not time. The first and second are where a mistake stops the shipment entirely.
Three mistakes that stop a shipment
All three come up in first shipments more than anything else, and all three are visible before shipping.
- Different spellings of the supplier's company name. One in the contract, another in the invoice, a third on the payment order — the bank returns the payment or it hangs, and the cargo sits. Checked in a minute by comparing the three documents.
- Understated value in the invoice. This isn't “optimization”: customs compares the declared price against profiles for the goods category, and on deviation adjusts the value and recalculates the payments. There's no saving, and the timeline and costs grow.
- A goods description that's “generic.” Wording that's convenient for the supplier often matches neither the code the broker will determine nor the actual contents of the boxes. That means inspection — and the shipment waits for clarification.
A fourth, rarer one: the factory doesn't issue export documents at all because it works for the domestic market. This comes out before payment, not after — the question takes one line in correspondence.
What we need from you to prepare the contract
- Your legal entity's details and the country of import.
- The supplier's details — the ones they give for payment.
- Specification: what the goods are, how much, at what price.
- How you've agreed on payment: prepayment, in installments, after shipment.
- Who your customs broker is — if you don't have one yet, we'll suggest vetted ones.
That's enough to prepare the contract, invoice, and specification. Export clearance in China is on us too — export documents are issued per shipment and billed separately from transport. Your broker files the declaration on arrival: you remain the importer and owner of the goods on paper, so the input VAT is yours. No broker of your own — we'll arrange customs clearance as a separate service on request.
What to do next, step by step — on the cargo-to-white transition page. The full list of shipment documents is on the documents for import.
Frequently asked questions
Who draws up the foreign trade contract with the Chinese factory?
We prepare the contract; you and the supplier sign it. It's part of the shipment service and isn't sold separately.
It's worth showing the final version to your own lawyer or broker: foreign trade contract requirements differ by country of import, and the final word belongs to whoever is responsible for your reporting.
Why don't you post a ready-made contract template?
Because a contract works together with three things a template doesn't have: your legal entity and country of import, your goods, and the specific factory's readiness to ship officially.
A downloaded template, signed without these checks, creates a feeling of protection, not actual protection. Instead of a file, this page has a breakdown of all twelve sections — you can use it to check any contract, including ours.
What must a contract with a supplier from China include?
Twelve sections: parties and details, subject and goods description, quantity, price and currency, Incoterms delivery terms, payment terms, shipping deadlines, packaging and marking, quality and claims procedure, force majeure, applicable law and dispute resolution, language and version priority.
More critical than the rest are the details and the goods description: a mistake there stops the shipment entirely instead of just making it more expensive.
Why must the company name match in every document?
The bank at the currency payment and customs at declaration check the deal's parties against the documents. Different spellings in the contract, invoice, and payment order read as different companies: the payment gets returned or hangs, and the cargo waits.
This is checked in a minute by comparing the three documents before sending the payment — and it's the cheapest check in the whole shipment.
What if the factory doesn't want to work under a contract?
Find that out before payment. Some factories only work for China's domestic market and don't issue export documents — in that case you need either a different supplier or a middleman in China who ships under their own name.
We ask this question at the negotiation stage, in one line of correspondence: it takes a minute and saves the shipment.
Send us a link to the product or the factory's details — we'll check whether it's ready to ship officially and prepare the contract for your shipment.