# China Supplier Contract Clause Checklist > Source: https://netray.co/tools/china-supplier-contract-clause-checklist > Publisher: Netray (netray.co), AI and integration engineering for ERP and manufacturing systems. > Section: Free Tools ## Short answer A clause-by-clause checklist to review a manufacturing or supply contract with a Chinese supplier before you sign it. ## Category compliance-legal ## Region China ## Audience - Buyer - Procurement lawyer - Sourcing manager ## Tool **Kind:** checklist **Groups:** #### Parties and form **Items:** **Text:** Supplier's legal name matches its business licence and unified social credit code **Critical:** true Business licence scope covers manufacture of the product **Text:** Signatory has authority and the company chop is applied **Critical:** true Contract is bilingual, with the controlling language stated Contract references drawings and specifications by revision **Text:** Bank account name matches the contracting entity **Critical:** true Change control: amendments only in signed writing #### Quality and inspection **Items:** **Text:** Specifications, tolerances and applicable standards are listed **Critical:** true Approved golden sample defined and retained **Text:** AQL levels and inspection method written into the contract **Critical:** true Right to inspect at the factory and to use a third-party agency **Text:** Defective goods: rework, replace or refund at supplier's cost **Critical:** true Warranty period and claim process stated Process or material changes need prior written approval Traceability and batch records kept for a stated period #### Price, payment and delivery **Items:** **Text:** Price, currency and incoterm 2020 rule with named place **Critical:** true **Text:** Deposit percentage and balance trigger tied to inspection **Critical:** true Tax treatment stated, including VAT and fapiao obligations Delivery date defined as ship date, with penalty for lateness Packaging, labelling and carton marking requirements Allowance for public holidays such as Spring Festival and Golden Week Right to cancel for late delivery beyond a stated limit Price adjustment mechanism for raw materials, if any #### IP, tooling and confidentiality **Items:** **Text:** NNN or confidentiality agreement signed before technical disclosure **Critical:** true **Text:** Buyer owns tooling, designs and modifications **Critical:** true **Text:** Tooling release clause that applies even during a dispute **Critical:** true No production for third parties with buyer's designs or tools Subcontracting only with written consent Trademarks and patents registered in China where relevant #### Compliance, liability and disputes **Items:** **Text:** Compliance with product safety, RoHS/REACH or other regulations required by target market **Critical:** true Required certificates, test reports and certifications are listed Social and environmental compliance clauses included Liability cap, indemnity and insurance requirements are stated Termination rights and exit plan are defined **Text:** Governing law and forum or arbitration seat is enforceable in China **Critical:** true Force majeure clause defined narrowly **Scoring Note:** Every critical item should be satisfied before signing. This checklist is a review aid and not legal advice. Have a lawyer qualified in China review the final contract. ## Content **Intro:** Most disputes with Chinese suppliers trace back to a contract that was thin, vague or signed with the wrong entity. This checklist walks through the clauses that matter most in a manufacturing agreement so you can spot gaps before you sign and pay a deposit. **Sections:** #### How to use the checklist **Body:** Open your draft contract next to the checklist and tick each item when you find a clear clause. Items marked critical are those where a gap commonly leads to loss, such as a wrong legal entity, a missing inspection right or an unenforceable dispute clause. Where you cannot find an item, add it to a list of requested changes. Export the completed list and send it with your comments to the supplier and to your lawyer. #### Why the parties section comes first **Body:** A contract with the wrong entity is hard to enforce. Check the supplier's registered name, unified social credit code and licence scope against official records and compare the bank account name to the contracting party. The signatory should have authority, and the company chop should be applied. Be careful with trading companies that sign in their own name while a different factory makes the goods, as obligations about quality and IP may not reach the real manufacturer. #### Quality, payment and delivery **Body:** The strongest quality clauses link inspection to payment. If the balance is only due after a passing inspection, the supplier has a reason to correct defects. State the AQL, the inspection right and what happens on a failure. For delivery, define the date as ship date, address Chinese public holidays and give yourself a right to cancel after a stated delay. Be clear on the incoterm and the place, because they decide who pays and carries risk at each stage. **Bullets:** - Link balance payment to inspection results - Write remedies for defects and late delivery - State tax and fapiao duties - Use incoterms 2020 with a named place #### Common mistakes **Body:** Do not rely on a supplier's standard form without reading the dispute and liability sections. Avoid foreign courts and foreign law where you cannot enforce against assets in China. Do not leave tooling ownership to a quotation note. Do not skip the review by someone qualified in Chinese law, even for modest orders, because a small cost at the start can prevent a large loss later. **Cta:** If contract terms like payment, lead time and inspection rules need to be reflected in your ERP vendor master, Netray can help map them in. **Faq:** #### Do I need a written contract for small orders? **Answer:** At minimum use a confirmed purchase order with specification, price, incoterm, inspection and payment terms, plus the factory's acceptance. For repeat or tooling-heavy business, a framework supply agreement with a quality agreement is much safer. #### What is the most important clause? **Answer:** Several matter, but a correct counterparty, an inspection-linked payment term and an enforceable dispute clause protect you most. For tooled parts, add tooling ownership and a release clause. #### Should I use Chinese law? **Answer:** Often yes for enforceability against a Chinese factory, with arbitration at a recognised institution as a common choice. Decide this with a lawyer qualified in China, since the right answer depends on your assets and the counterparty. #### Is this checklist legal advice? **Answer:** No. It is a general review aid built on common manufacturing contract practice. Have a qualified lawyer review your actual contract and situation. ## Search terms china supply agreement checklist, manufacturing contract checklist china, supplier contract review checklist, china sourcing contract clauses, quality agreement china supplier, oem manufacturing agreement checklist --- Talk to an engineer: https://netray.co/contact?intent=erp_ai | Machine catalog: https://netray.co/agent/catalog.json