A contract that holds up in China. Not just on paper.
Most "China contracts" are English-language documents signed by a Chinese factory. They look enforceable. They aren't.
To hold up in a Chinese court, a contract needs to be in Chinese, written under Chinese contract law, with the factory's chop (not just a signature), naming the correct legal entity, with jurisdiction clauses Chinese courts will actually accept.
We draft, translate, file, and enforce. In Chinese. Where it matters.
#3 — Negotiation without a contract is just a conversation. In China, a polite one.
Polite conversations don't recover bad orders. Polite conversations don't enforce IP. Polite conversations don't get replied to once production is paid for. The contract isn't bureaucracy — it's the single thing that converts trust into leverage when something goes wrong.
What "enforceable in China" actually means
Written under Chinese contract law
Not a translated US contract. Not a translated EU contract. A document drafted from the start under Chinese contract law, by Chinese lawyers, for Chinese courts. Different framework. Different enforceability.
Bilingual, with Chinese as the controlling language
English version for you. Chinese version for the factory. Chinese is the legally controlling text. If they ever conflict, the Chinese wins — which means the Chinese has to be right.
Signed and chopped, not just initialed
A Chinese contract isn't valid without the company chop (official red seal). We confirm the chop matches the registered legal entity — not the trading company, not the parent, not the "sister office." The right chop on the right entity.
Jurisdiction Chinese courts will accept
Most international arbitration clauses don't work in Chinese courts. We use jurisdiction language that Chinese courts will actually enforce — usually in the supplier's home province, where the factory's assets live.
Before you wire · Entry service · 2 business days
Pre-Wire Review
Before you wire the deposit, we read the order document.
You're about to wire a deposit on a Chinese supplier. The PI is in your inbox. Or you've drafted a PO and you're about to send it.
Send us the order document. We send it back marked up with the clauses you need to add — the legal language that turns an order into a protected order. You take our markup and push the supplier to accept it on their chop.
We don't talk to the supplier. We arm you to negotiate your own deal — with proper language, not promises.
- Light supplier check — basic business license verification + fraud red flags
- PI/PO marked up with recommended clauses — NNN basics, payment terms, IP protection, quality standards, jurisdiction language
- Written explanation of why each clause matters and what risk it covers
- Plain-English summary of what to push the supplier to accept
- 2 business days turnaround
- One supplier per review
$595
The Pre-Wire Review is the cheapest way to add real legal protection to a deal you're about to wire on. The $595 credits any contract upgrade within 30 days.
Ready for a real contract? Pick the depth that matches the relationship.
The Pre-Wire Review arms you with clauses to add. The three contracts below give you the full legal infrastructure — drafted, chopped, and enforceable in Chinese courts.
PO/PI Contract (OEM + NNN)
Full contract language embedded in your PO/PI. Same legal protection, baked into your order document.
- Bilingual contract language drafted under Chinese contract law
- NNN (Non-disclosure, Non-use, Non-circumvention) clauses
- OEM provisions — your IP stays yours
- Quality + delivery + penalty terms specific to the order
- Chinese court jurisdiction in the supplier's home province
- Chop + signature verification logic built into the document
- Drafted by China Agent legal partner
- One round of revision included
- You manage the chopping process — we don't talk to the supplier
- Embedded into your existing PO/PI structure
$995
MASTER Contract (OEM + NNN)
The standalone master contract. Signed once. Every future PO references it.
- Standalone bilingual master contract (PO/PI Contract embeds language; MASTER is its own document)
- Signed and chopped separately by the factory, not riding inside a PO
- Persists across multiple POs — sign once, reference forever
- We coordinate the chop with the supplier on your behalf (PO/PI you handle yourself)We verify chop authenticity against the registered legal entity
- Master Sales Agreement covering recurring orders
- Pricing structure + adjustment mechanism locked at the master level
- Quality standards locked across orders — not negotiated per PO
- Lead time + capacity commitments
- IP escalation clauses (mold ownership, design rights, samples)Termination + transition terms
- Two rounds of revision included (PO/PI Contract has one)
$1,850
Contract Manufacturing Agreement
MASTER Contract + manufacturing-specific terms (line allocation, mold ownership, 3-6 month cycle)
- Everything in MASTER Contract (standalone bilingual contract, chop coordinated by us, persists across POs)
- Manufacturing-specific terms (line allocation, dedicated capacity).
- Mold + tooling ownership terms.
- Raw material sourcing + traceability clauses.
- Quality control + inspection rights.
- Confidentiality of designs, processes, suppliers.
- Exclusivity / non-compete options.
- Three rounds of revision included.
- Reviewed by senior China Agent legal partner.
$2,650
What's not included (and why):
- Court filings or active litigation — that's the Fixer service. Contracts prevent. Fixer recovers.
- English-only contracts — we don't draft them. They don't work in Chinese courts. If your lawyer back home wants one, we'll partner with them, but we won't sign off on something we know won't enforce.
- Translation of an existing contract — translation is not the same as drafting. Most translated contracts fail in Chinese courts because the legal framework doesn't translate, even if the words do.
What this looks like in practice
"The supplier said 'no problem, we have the certificate.' The certificate belonged to a different product. From a different factory."
A client needed EU certification for an imported product. The supplier confirmed they had it. Sent the paperwork. The order was about to ship.
We checked.
The certificate was real. But it belonged to a different product, from a different factory, registered to a different legal entity. The supplier was using it to close the deal — figuring nobody would check until customs caught it. By then, the buyer would have already paid.
If the shipment had hit customs, the entire container would have been blocked. The buyer would have eaten the loss — there was no contract clause covering certification fraud, because the original PO was a one-page English document the supplier had signed and forgotten about.
We rebuilt the relationship under a proper bilingual Sales Contract. Certification was now a contractual condition of payment, not a side promise. The supplier understood that the next misrepresentation came with consequences they couldn't email their way out of.
Six months later, the same supplier got the correct certification, on the correct product, in the correct entity name — because they knew it was now a clause, not a courtesy.
Contracts case · Zhejiang, 2024
What this isn't
Not a translated PDF
Translation is not drafting. We don't take an American contract and translate it to Chinese — that document doesn't enforce in either country. We draft from Chinese contract law from the start.
Not a US lawyer's job
Your US or EU lawyer is excellent at US/EU contracts. Chinese contracts are a different legal framework, in a different language, enforced in different courts. Don't ask your home lawyer to draft this — ask them to review what we draft.
Not a guarantee
A good Chinese contract dramatically increases your odds of recovery if something breaks. It doesn't make the supplier perfect. Contracts are leverage, not magic. If you wanted magic, that's the Fixer service.
Not a one-time thing
Production relationships drift. Suppliers change owners, addresses, banks, and assumptions. A contract written in 2022 may not protect you in 2026. We recommend a refresh every 18–24 months, or whenever the relationship changes meaningfully.
Frequently asked questions
Common questions before buyers commit. If yours isn't here, ask.
Four tiers, four buyer states. Pre-Wire Review ($595) — we read your PI or PO and mark it up with the clauses you need to add. You push the supplier to accept. No contract drafted, no supplier contact from us. PO/PI Contract ($995) — full Chinese-law contract language embedded into your PO or PI. The order document IS the contract. You manage the chopping. MASTER Contract ($1,850) — standalone bilingual master contract for recurring relationships across multiple POs. We coordinate the chop with the supplier. CMA ($2,650) — cycle-based manufacturing partnership covering 3-6 months of consecutive POs. Same as the MASTER but with manufacturing-grade clauses (line allocation, mold ownership, raw material sourcing). Pick the depth that matches the moment.
No. We coordinate signing remotely — you sign and chop your version, we coordinate the factory's signing in person, and we verify the chop matches the registered entity. No flights required for signing.
A chop is the official company seal in China — a red ink stamp registered with the government. A signature alone is often not legally binding for a Chinese company. The chop is what makes a contract enforceable. We confirm the chop matches the legal entity (not the parent, not the trading company, not the "sister office").
Then they're telling you they don't want to be enforceable. That's information. Some factories push back at first because it's not their default. We've seen suppliers go from "no" to "yes" within 48 hours when they realize the alternative is no order. If they truly refuse, you have a different supplier problem — and we'd recommend due diligence before continuing.
We can advise on enforcement of any Chinese contract — but we can only stand behind enforcement of what we drafted. If you have an old contract you want enforced, we'd typically recommend redrafting under our framework first, then enforcing. The Fixer service handles active enforcement work.
The contract is governed by Chinese law and enforced in Chinese courts. It's purpose-built for the country where the factory and its assets actually exist. If you also need protection in your home country (US, EU, etc.), you'd layer your home-country contract on top. We focus on the China side because that's where the leverage actually lives.
Each tier includes a set number of revision rounds (PO/PI Contract: 1, MASTER Contract: 2, CMA: 3). Beyond that, revisions are billed at standard legal hourly rates. Most clients use the included rounds during initial drafting and rarely need more after the contract is in place.