China Purchase Contract: Clauses to Check

Last fact-checked: November 10, 2026.

A proforma invoice is the quote you pay against. It is not the page where quality, delay, inspection, and a dispute path get settled. The English translation of the Civil Code, on the State Council's Civil Code notice, says a contract is an agreement to establish, change, or end a civil relationship (Article 464). Article 470 says the parties agree the content, which generally includes names and domiciles, the object, quantity, quality, price, the time, place, and manner of performance, default liability, and dispute resolution. A proforma that names a price and a carton count has not walked through that list. Whether it already formed a contract is for the text and for counsel. This page is the list to review before you sign or pay a deposit. It is not a form, and it does not predict who would win.

The proforma invoice is the quote. T/T payment and a letter of credit move the money. A term such as FOB is an ICC rule: read Incoterms 2020 and the notes on FOB and EXW. This article does not restate them. The English sentences below are from the State Council attachment, checked November 10, 2026. The Chinese text prevails.

Sequence graphic of contract review before a deposit and production start.

A buyer who paid on the proforma

A household importer orders melamine bowls. The proforma has a short description, a quantity, a total, and a bank account. In the chat, someone writes that the color can vary and that a late shipment will be sorted out. The deposit goes the same afternoon. Weeks later the bowls are a different cream and the date has moved. The thread is still on a phone. No price is stated here. The price is whatever that proforma said.

Article 469 says a contract may be concluded in writing, orally, or in other forms, and that a data message which can be reproduced and looked up later, including email, counts as a writing. A chat can be a writing. It is still a poor file if it never names a shade, an inspection, or a late date.

Checklist of quality, delay, inspection, payment and dispute clause groups to review before you sign.

Clauses when buying from a China supplier

Article 595 describes a sales contract as the seller transferring ownership for a price. Article 596 says it generally includes quality, packaging, and the standard and method of inspection. Article 770 describes a work contract, including manufacturing on order. Which chapter fits your order is not decided here.

Clause group	What to pin down	What a silent proforma leaves open
Parties	Legal name and domicile, matching the account you pay	A booth name or a personal chat
Quality	A requirement a stranger can test. Article 615 says delivery follows what was agreed	A grade word with no measurement
Price and time	When the balance is due, and the place and manner of handover	A deposit and a loose date
Default	What non-conforming performance triggers. Article 582 is the fallback if the contract is silent	A promise to sort it out
Inspection	The method, and the notice period in Article 621	No look at the goods before the balance
Languages	Which text governs if they conflict. Article 466 points to related clauses, purpose, and good faith	Two PDFs that do not match

Where default liability is missing or unclear, Article 582 says the aggrieved party may reasonably request repair, redoing, replacement, return, a price decrease, and the like. Article 617 points a quality miss to Articles 582 through 584. Article 621 says a missed notice, inside a period you agreed, can deem the goods to conform. The same article states an outer period of two years after delivery unless a warranty applies, and an exception where the seller knew or should have known. Article 594 states a four-year limitation for a lawsuit or arbitration on an international sale of goods. Article 590 says force majeure after a party is already late does not excuse that delay. Those sentences are in the English text. They are not a timetable for your bowls.

Warning graphic against relying only on a chat history after a deposit is paid.

A tool and a brand are separate writings. Mold custody is on the mold ownership page. A confidentiality promise is the NNN agreement and NDA comparison. Measurements live on the quality agreement and spec sheet. Matching the company to its public record is how to verify a Chinese supplier before you pay.

Checklist of parties, quality, payment, inspection, language and dispute lines to review before a deposit.

What to have in the file before you pay

Names and domiciles, and a bank account that matches the company you checked.
Object, quantity, and a quality requirement a stranger could test.
Price, deposit, balance, and the document that releases the balance.
Time, place, and manner, with the Incoterms rule named from the ICC text.
The inspection standard, who may come, and the notice period you want Article 621 to use.
Default liability written down, so you are not left only with Article 582.
Which language governs, and a dispute path you would actually use.
A line that later changes are written into the file, not left only in the thread.

Map of which contract clauses to open first when a delay or quality issue appears, without legal conclusions.

If the goods are late, open the performance clause and Article 590. If they are the wrong quality, open the quality clause, the notice period, and Articles 615 and 617. If you cannot tell which PDF governs, open Article 466 before you argue from a screenshot. None of that is a judgment.

Pitfalls

Paying a deposit against a proforma that never states quality, inspection, or default.
Treating a shade comment as if it had been typed into the signed pages.
Using two languages and never saying what happens when they disagree.
Downloading a foreign-trade contract and calling it official. Article 470 says parties may refer to model contracts. It does not publish a buyer's form, and neither does this page.
Assuming a trade term in a chat means the ICC rule of that name.

Put the clause list and the payment schedule on the RFQ before the line starts. The company check, as a job, is supplier verification.

Frequently asked questions

Is a proforma invoice a purchase contract?

Article 472 says an offer is specific and shows the offeror will be bound on acceptance. Article 473 names mailed price catalogs, advertisements, and promotions as invitations to offer. A proforma is not in that list. Read the page you received against those two articles.

Does the Code require a company chop?

The articles cited here describe a writing, including a data message. They do not say a chop is the only way a contract is formed. If that rule matters, ask counsel to read the Chinese text.

Which law applies?

Article 467 names PRC law for certain joint-venture and natural-resource contracts performed in China. It does not, in that article, pick the law for every purchase of goods. The UNCITRAL CISG page is the convention text. Whether it applies is not decided here.

The production file next to this one is Private Label Meaning, starting a private label from China, trademarks before production, and Amazon Brand Registry.

Official sources

State Council English notice of the Civil Code and the English attachment. Checked November 10, 2026. The Chinese text prevails.
ICC, Incoterms 2020. Checked November 10, 2026. This page does not restate the rules.
UNCITRAL, CISG text. Checked November 10, 2026.

This is not legal advice.