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Drafting Sales Contracts When Exporting to China

By EU SME Centre | Guidelines      01.07.2016     Tags: Others

A Practical Guide that Helps You Makes Sales in China Safely and Smoothly

Contract compliance and effective enforcement of contract rights concern every company doing business in China. Knowing how to check a Chinese company’s background and what essential elements should be included in your sales contract can help you minimise business risks and avoid making common mistakes in the Chinese market.

This Guide identifies the key terms that you should consider when drafting a sales contract for exporting goods to China. It will provide you basic and practical insights into the contractual aspect of Chinese business, and help you evaluate the viability of contract arrangements with your Chinese business partners.

In the first part of the Guide, you will learn how to check on business partners in China. In the following chapters, you will find out in details what provisions and terms to include in a standard sales contract.

View the contents table and author bio below. For the full guide, click the cart and follow instructions for payment via PayPal, or credit card.

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Pre-contract Stage: How to Check out Your Potential Business Partner?         
Contract Conclusion: Drafting a Contract with a Chinese Company   
Choice of Law
Dispute Settlement      
  • Choosing European Courts     
  • Choosing Chinese Courts        
  • Arbitration      
Payment Terms           
  • Payment Upon Delivery         
  • Advance Payments     
  • Letters of Credit          
  • Currency and Other Specifics 
Contracting Parties      
Product Name, Description and Quality Requirements           
Terms of Delivery: Packaging, Labelling, Shipment, Acceptance, Inspection, Risk of Loss
Warranties, Liability & Penalties         
Term and Termination
Confidentiality, IP Rights Protection, Non-Competition          
Contract Validity and Effectiveness   

About the Authors

Maarten Roos, Managing Director, R&P Lawyers

Maarten Roos founded R&P China Lawyers in 2010 and has since has received wide recognition from clients and from major legal rankings such as Legal500, Chambers, IFLR and Asialaw on the high quality of services rendered.

Maarten advises and represents Dutch and western small and medium-sized companies and small multinationals with business interests in China, relating to investment, M&A, corporate, intellectual property, tax, and dispute resolution. Besides his position as Managing Director of R&P, Maarten is also Arbitrator of the Shanghai International Economic and Trade Arbitration Commission (SHIAC) and is an EMBA lecturer at Jiaotong University.

In September 2010, Kluwer Law International published Maarten’ first book “Chinese Commercial Law: A Practical Guide”. This important publication offers practical insights to Chinese law and practice for international companies that trade with or invest in China and has been adopted as mandatory reading in courses on Chinese business (law) all over the world. Maarten also regularly lectures in China and abroad on a broad range of topics.

Ludmila Hyklova, Legal Advisor, EU SME Centre

Ludmila has been involved in legal consulting on international investment and cooperation for more than 17 years. She is now in charge of providing legal advice on foreign investment and import to China to European SMEs looking to establish themselves in the Chinese market.

After working as a legal counsellor for multinational corporations, international organisations and projects in Europe, Ludmila Hyklova spent several years in China working for a European financial group, where she managed the legal and compliance department during its business start-up and later during its business development. She acquired broad knowledge and experience especially in foreign investment law, company and contract law, labour law, and tax law.

This report was published during the EU SME Centre in China Phase II (2014-2020), which was funded by the European Union (ICI+/2014/346-276).

The report was drafted in collaboration with external creators, who worked under service agreements with the Consortium running the EU SME Centre Phase II. The copyrights and intellectual property of this publication belong to the Consortium partner China-Britain Business Council. The latter was authorised by and acted on behalf of the Consortium running EU SME Centre in China Phase II. The China-Britain Business Council, which is currently part of the Consortium running the EU SME Centre in China Phase III, has granted the rights of use of this report to the current Consortium. The report is therefore re-published and made available during the EU SME Centre Phase III.

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