Which language version of a bilingual China contract prevails?
Whichever version the contract itself nominates. Chinese-drafted bilingual contracts commonly specify that the Chinese text prevails, and that clause sometimes appears only in the Chinese version or contradicts the English one. If your contract is silent, a PRC court or arbitral tribunal will interpret the versions together — which is a dispute, not a safeguard.
A bilingual contract is not one document in two languages. It is two documents that are supposed to match, and very often do not. This is rarely deception. The Chinese text is usually the real working draft; the English is produced afterwards by whoever in the office has the best English; then a term is amended in one language and not the other, and nobody reconciles them because the negotiation has moved on. The result is a contract where the two columns impose different obligations and only one of them counts.
The three things to check in your own document
| What your contract says | What it means in practice |
|---|---|
| “The Chinese version shall prevail” | The text you can read is a translation with no operative status. Everything you rely on must be verified against the Chinese. |
| “The English version shall prevail” | Favourable to you — but confirm the clause appears in the Chinese text too, and says the same thing there. |
| “Both versions are equally authentic” | Any divergence becomes a matter of interpretation. This is the clause that looks fairest and creates the most argument. |
| Silent on the point | The versions will be read together if it is ever litigated. That is a dispute waiting to be had, not a protection. |
| Different answers in each version | The most serious finding available, and it is not rare. It usually means the versions were amended separately. |
Where the divergences usually are
- Payment days, and what event starts the clock.
- Lead time measured from order, from deposit, or from artwork approval.
- Quantity tolerance and whether you must accept an over-shipment.
- Liability caps and what sits outside them.
- Tooling and mould ownership — very commonly addressed in the Chinese text only.
- The dispute-resolution forum, and occasionally the governing law itself.
The single most common finding is not a mistranslated clause. It is a clause that exists in the Chinese version and simply has no counterpart in the English one. Counting clauses in each version, before reading either, catches more than careful reading of the English does.
What to do about it
The differences are a question of fact and you can establish them without a lawyer: set the versions side by side clause by clause, in both directions, and list every place they do not correspond. What those differences mean for you, and what you should ask to change, is legal advice — and a lawyer who does not read Chinese cannot give it on a Chinese-governing text at all. Arriving at that conversation with the differences already identified makes it shorter and cheaper.
We do the first half of that, not the second. Our bilingual contract version check reports every divergence, graded by whether it is substantive, one-version-only, wording, or a problem with the prevailing-version clause itself. It is written to be forwarded to your lawyer. We do not tell you whether a clause is fair, valid or enforceable — see what we don’t do.
Want this done rather than explained?
Do the Chinese and English versions say the same thing? — from US$180, 2–4 working days.
Sources
- Civil Code of the People’s Republic of China (contracts) — NPC
- China International Economic and Trade Arbitration Commission (CIETAC)
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.