供应合同 Model of CHINA SUPPLY CONTRACT in English and Chinese used when a foreign company contracts the supply of products at certain prices with a Chinese manufacturer over a certain period of time.

1. CHINA SUPPLY CONTRACT
供应合同
Main Clauses
Applicable Law and Arbitration
Model Contract (English-Chinese)

2. CHINA SUPPLY CONTRACT 供应合同
1. Introduction
2. Main clauses
3. Law and Jurisdiction
4. Arbitration
5. Language
6. Model Contract (English-Chinese)
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3. This contract is used when a foreign company contracts the supply of
products at certain prices with a Chinese manufacturer over a certain
period of time (one year or more).
The Supply Contract used for contracting the manufacture of
standard products without excessive value added in China. If it is for
manufacturing customised products with specifications regarding the
materials used, packaging and wrapping, designs and own models,
manufacturing equipment, and protecting the intellectual property
rights of the products (patents, trademarks), it is preferable to use the
China Manufacturing Contract.
The contract is adapted to the uses and commercial practices of the
Chinese market and Chinese contract law (People’s Republic of China
Contract Law).
1. INTRODUCTION
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4. Some of the most important clauses in the China Supply Contract are as follows:
2. MAIN CLAUSES
See sample China Supply Contract
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1. AGREEMENT TO SUPPLY
供应协议
2. DURATION
合同期间
3. QUALITY
质量
4. QUANTITIES AND ORDERING
PROCEDURES
数量和订购流程
5. DELIVERY RISK & OWNERSHIP
交付的风险和所有权
6. PRICES
价格
7. PAYMENT TERMS
支付条款
8. INTELLECTUAL PROPERTY RIGHTS
知识产权
9. CLAIMS
声明
10. TERMINATION
合同终止
11. FORCE MAJEURE
不可抗力
12. ASSIGNMENT AND
SUBCONTRACTING
任务和分包

5. In accordance with Chinese Laws (PRC Civil Law), the Parties are
allowed to choose the law and jurisdiction they wish to apply in contracts
with foreign companies.
Nevertheless, in commercial practices Chinese companies refuse to sign
contracts in which matters of litigation are not referred to the Courts or
Arbitration Commissions of China. The questions of which procedure
to choose will depend particularly on the power and influence of the
Chinese Party and the prestige of the Court proposed by the Chinese
company; as a general rule, it will be preferable to choose the alternative
of Arbitration rather than the Court.
3. LAW AND JURISDICTION
See sample China Supply Contract

6. In contracts subject to Arbitration in China, it is advisable to act as follows:
• Choose one of the Arbitration Commissions with most prestige and
international experience: CIETAC (China International and Economic Trade
Arbitration Commission) or BAC (Beijing Arbitration Commission). Chinese
companies will not oppose at this point.
• Regardless of where the central office of the Chinese company is located, it is
preferable for the Arbitration to take place in Beijing or Shanghai, the two cities
with most experience and the best arbitrators.
• The arbitration will be carried out in the English language. It is important to
take into account that if no language is specified in the contract, the arbitration
will be in Chinese. At this point, Chinese companies would be expected to object
strongly, and might even use it as grounds for not signing the contract.
4. ARBITRATION
See sample China Supply Contract

7. 5. LANGUAGE
In China, contracts are usually drawn up either in English or in a dual
English-Chinese version. It is not common to sign contracts in other
languages such as Spanish, French or German. For the version in Chinese,
simplified Mandarin Chinese shall be used.
It is advisable to use the dual English-Chinese version as this will make it
easier to negotiate the contract, and also help compliance with obligations
and an amicable settlement in the event of conflict.
However, when using the English-Chinese dual version, the Chinese
company would try to insist that the Chinese version prevails in the event
of conflict.
See sample China Supply Contract

8. 6. MODEL CONTRACT (ENGLISH-CHINESE)
In order to obtain the China Supply Contract, in bilingual
version (English and Chinese), click on:
China Supply Contract
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