Scope: China-connected commercial agreements
A bilingual contract for a China transaction needs more than matching English and Chinese sentences. Both versions should identify the same parties, obligations, deadlines and documents. Before signing, test whether a person unfamiliar with the negotiations could tell who must perform, what counts as completion and which version controls if the wording differs.
This guide focuses on preparing and coordinating the signed agreement. For a broader existing-contract assessment, use our China contract review checklist; for a dispute that has already arisen, consult the relevant deposit or late-delivery guide.
Write the commercial sequence first
Describe the steps from signing to final payment: approvals, production, inspection, shipment, acceptance and after-sales obligations. Identify the document or event that triggers each step. “Payment after completion” is less useful than an agreed description of what completion means and who confirms it.
Allocate responsibility for design changes, subcontracting and missing information. These are often the points at which an apparently straightforward order becomes disputed.
Turn vague drafting into decisions the parties can verify
The examples below are drafting prompts, not complete clauses suitable for every transaction. Agree the commercial position first and have the final wording reviewed under the applicable law.
| Vague wording | Decisions to put into both versions |
|---|---|
| Payment after completion | Define the milestone, required evidence, person confirming it, invoice requirements and payment due date |
| Goods must meet our standards | Identify the specification by version and date; attach it and state how changes are approved |
| Delivery within 30 days | Identify the event starting the period and whether delivery means dispatch, handover or arrival |
| Both languages are valid | Agree how inconsistency is resolved, and distinguish contract language from dispute-procedure language |
| The latest purchase order applies | Set a document hierarchy and explain how an amendment becomes binding |
Keep one signed document set
Create a signing checklist that records the full legal names of the parties, the agreed signatory details, the main agreement version, every schedule and the final language versions. Investigate differences between the seller, factory, exporter and payment recipient rather than silently using those names interchangeably.
When negotiations change a deadline or remedy, update both languages and all affected schedules. Recheck defined terms and cross-references. Preserve the executed files and the evidence of agreed changes; a clean draft saved on one person’s laptop is not the same as the final signed set.
What should you send for a drafting review?
Provide the current draft in both languages, the transaction sequence, entity details, specifications, order forms and proposed payment arrangements. Mark the provisions still being negotiated and list the three commercial outcomes that matter most. This makes the review more useful than asking whether an isolated English sentence is ‘enforceable in China’.
Align identities and authority
Use the correct legal entity names and check the proposed signatory’s authority. Explain differences between the supplier, manufacturer, exporter and payment recipient. A bilingual heading does not repair an agreement made with the wrong party.
Check any attachments and order forms against the main agreement. Establish an order of precedence for inconsistent terms, subject to legal review of the intended effect.
Make remedies fit the commercial risk
Discuss rejection, repair, replacement, refund and termination options before a defect occurs. A large stated penalty may be less useful than a workable inspection process, payment structure and dispute clause.
China’s Civil Code addresses contractual rights and obligations, but enforceability requires attention to the specific wording, applicable law and circumstances. Official text.
Review both language versions as the deal changes
Agree how language differences will be handled. Keep negotiated revisions synchronized and preserve the executed set, including schedules. Do not rely on a machine translation as confirmation of legal equivalence.
Preparing a new agreement or revising an overseas template? Consult Jinyuan Law Firm with the draft, transaction sequence and your three main concerns. Ask for drafting that addresses the deal’s operation, bilingual consistency and dispute strategy.
General information only. Advice depends on the facts and applicable jurisdiction. Contact does not by itself create a lawyer-client relationship. Local-law advice may be needed outside mainland China.
