Should I have my China supplier contract reviewed, and by whom?
Yes, by a qualified lawyer — for anything above a trial order or where tooling, exclusivity or IP is involved. But three of the questions buyers most want answered are matters of fact, not law: whether the two language versions match, whether the terms match what you negotiated, and whether the counterparty and bank account are genuine. Settling those first makes the legal review shorter.
Almost every buyer asks some version of this, and the honest answer has two halves that are usually collapsed into one. There is a legal question — is this contract sound, and what should I ask to change — which needs a lawyer. And there are factual questions about the document in front of you, which do not.
What genuinely needs a lawyer
- Whether a clause is valid and enforceable, in whichever law governs the contract.
- Whether the liability cap, warranty and remedy structure is acceptable for your exposure.
- Whether the dispute-resolution forum is one in which a judgment or award would actually be worth having.
- IP assignment, tooling ownership, and any exclusivity or non-compete.
- Anything that follows from your own business structure — which is advice about you, not about the document.
What is a question of fact, and can be settled first
| Question | Why it is factual | Settle it with |
|---|---|---|
| Do the Chinese and English versions match? | Two texts either correspond or they do not | A clause-by-clause version comparison |
| Does the contract match what we negotiated? | The email thread either appears in the document or it does not | A terms extraction against your negotiation record |
| Is the counterparty the entity I think it is? | The national registry either confirms it or it does not | A registry and chop check |
| Is the bank account in the counterparty’s name? | The account name either matches the registered name or it does not | The same check, before you pay |
None of those four require a legal opinion, and none of them are things a lawyer outside China can establish quickly. Doing them first is not a substitute for the legal review — it is what makes the legal review productive, because counsel starts from a document whose factual problems have already been surfaced.
Be wary of a “commercial review”
Consultancies sometimes offer to review a contract “from a commercial rather than legal point of view”. The distinction does not survive contact with an actual contract. “Your payment term is thirty days after B/L, and their liability cap is ten per cent of order value” — the first half is commercial and the second half is a legal risk statement, and the second half is what the client is paying to hear. A boundary that cannot be held is not a boundary.
It is also worth asking who is doing it. A firm that is not a law firm cannot carry professional indemnity cover for legal work, so a contract review from one is uninsured for the thing most likely to go wrong with it. We publish our own boundary for exactly this reason: we establish facts about contracts, and we refer the advice.
A reasonable sequence
- Before you sign anything: check the counterparty, the chop, the signatory and the bank account name.
- When the draft arrives: compare the two language versions, and extract the terms against your negotiation record.
- Then: send the contract, the version comparison and the terms table to a qualified lawyer.
- Keep the whole set. If there is ever a dispute, the record of what was checked and when is worth having.
Want this done rather than explained?
Everything you agreed, pulled out of the contract into one table — from US$250, 3–5 working days.
Sources
- Civil Code of the People’s Republic of China (contracts) — NPC
- National Enterprise Credit Information Publicity System (gsxt.gov.cn)
All sources checked 23 August 2026. This page is general information, not legal, tax or customs advice. Requirements vary by product, market and circumstance — confirm your own position before acting.