Is a WeChat or email agreement with a Chinese supplier legally binding?

It can be. Chinese law treats retrievable emails and other data messages as written form, so an order confirmed by message may already be a contract. If you want to be bound only by a signed document, say so in writing before you place the order.

Should I pay a 30 percent deposit to a supplier I met at the Canton Fair?

Not before the contract names the company, the sealed sample, the delivery date and the refund terms. Call it an advance payment rather than earnest money unless you understand the forfeiture rules, and pay only an account in the contracting company's name.

Can the Canton Fair help if a deal goes wrong?

The fair runs a service that takes intellectual property complaints and mediates trade disputes between exhibitors and buyers. Mediation depends on both sides agreeing. If the supplier will not settle, you need a contract you can take to a Chinese court or arbitration body.

Do I need a Chinese-language contract?

If you may ever have to enforce it in mainland China, yes. A bilingual contract with the Chinese text prevailing is what a Chinese court or arbitral tribunal will read, and you should know what that text says before you sign.

Canton Fair Deals: What to Sign Before You Pay

Two businessmen shaking hands across a table, with a contract and a pen in front of them

The deal you shook hands on at a Canton Fair booth may already be a contract under Chinese law, and that is the problem rather than the comfort. What it fixes is the price and the quantity; what it leaves out is who the seller really is, which sample the goods must match, what your "deposit" is, and where a dispute would be heard. Before any money leaves your account, put those points into a short written contract with the exhibitor's registered Chinese company, signed and sealed, and seal the approved sample.

The common assumption runs the other way. Buyers treat the fair as a place for prices and relationships, and plan to do "the paperwork" once they are home. By then the proforma invoice has arrived, a 30 percent payment is requested, and the paperwork turns out to be that invoice.

This autumn's fair, the 140th, runs in three phases in Guangzhou: 15 to 19 October, 23 to 27 October, and 31 October to 4 November 2026, the last covering apparel, footwear, bags, toys and other consumer goods.

Law as of 13 October 2026: PRC Civil Code (effective 1 January 2021), Art. 170 (acts of employees within their authority), Art. 172 (apparent authority), Art. 469 (written form, including email and other data messages), Art. 473 (price lists as invitations to offer), Arts. 490 and 491 (when a contract is formed, and confirmation letters), Arts. 586 to 588 (earnest money), Arts. 635 and 636 (sale by sample).

Is a booth agreement already a contract?

A price list on the booth wall is not an offer. The Civil Code treats price lists and sales literature as invitations to make an offer (Art. 473), so nothing binds you while you are collecting quotes.

That changes quickly. Once you send a purchase order with product, quantity and price, and the supplier confirms it by email or WeChat, you may have a contract. Chinese law treats email and other data messages that can be retrieved later as written form (Art. 469). Nobody needs to sign a document titled "Contract" for the order to bind both sides.

Our view is that buyers should decide when they want to be bound, not discover it later. Article 491 helps here: if parties dealing by letters or data messages require a confirmation letter, the contract is formed only when that confirmation is signed. Put one line in your first follow-up email after the fair: no order is binding until both parties sign a written contract. It costs nothing and stops a chat thread from becoming your contract by accident.

Who is behind the booth?

Many Canton Fair exhibitors are trading companies, and the fair's own rules allow a trading company to exhibit jointly with manufacturers it sources from. A common pattern is that the booth is run by one company, the salesperson's card shows an English name that is registered nowhere, and the proforma invoice is issued by a third company, sometimes in Hong Kong.

The contract has to name a company you can sue in mainland China, by its registered Chinese name and its 18-digit unified social credit code, and that name should match the bank account you pay. Check it on the National Enterprise Credit Information Publicity System before you sign. Our article on whether your supplier is a real factory or a trading company explains how to read the record; if it is a trading company, this piece on making the contract reach the factory sets out what to add.

The salesperson's authority is a weaker point than buyers think. An employee acting within the scope of their job binds the company (Art. 170), and a company can be bound by someone who looked authorised (Art. 172). Both rules help you only if you can later prove who the person worked for and what they appeared to be authorised to do. A company seal on the contract settles that question. A business card does not.

The sample on the table

If you are buying because you liked a sample, the law gives you a strong tool and most buyers never use it. In a sale by sample, the parties should seal the sample, and the goods delivered must match the quality of the sample and any description attached to it (Art. 635). If the sample had a hidden defect you could not have known about, the goods must still meet the usual standard for goods of that kind (Art. 636).

Sealing means something physical. Take two identical samples. Both sides sign across the packaging tape, date it and photograph it; each keeps one. The contract refers to the sample by a number written on the label. Without this, a quality dispute becomes your word against the factory's about what was shown at the fair, and the factory still has its sample.

What your "deposit" actually is

The proforma invoice says "30% deposit". In Chinese contracts that word can mean two very different things. Earnest money (定金) is a legal security with teeth: if the buyer defaults it loses the money, and if the seller fails to perform so that the purpose of the contract cannot be achieved, the seller must pay back double (Art. 587). It is capped at 20 percent of the contract value, and anything above that has no earnest-money effect (Art. 586). An advance payment (预付款) is simply part of the price paid early, with no forfeiture and no doubling.

For a first order with a supplier you met days ago, we would label the payment an advance payment, and put delay damages, a right to terminate and a duty to refund within a fixed number of days into the contract. The double-return rule sounds attractive, but it only bites when the seller's failure defeats the purpose of the contract, and the same rule can cost you the whole sum if your own plans change. If both earnest money and liquidated damages are agreed, you have to choose one of them when the other side defaults (Art. 588).

Pay only to an account in the contracting company's own name. Our note on suppliers who announce a new bank account covers the checks.

What goes into the contract

It does not need to be long. Two or three pages written for this order will do more than a twenty-page form that nobody reads. The parties with registered Chinese names and credit codes. The product described by reference to the sealed sample, with any specification sheet attached. Quantity, price, currency and trade term. Payment stages, with the receiving account named. A delivery date, and what happens if it slips. An inspection window after arrival, so that a defect found in your warehouse is still a claim. If you are paying for molds, who owns them; see what to agree before the factory cuts steel. If you are handing over your own design, confidentiality and non-use in a form a Chinese court will enforce. And a dispute clause pointing to a court or arbitration body in mainland China, under Chinese law, with the Chinese text prevailing.

That last point surprises people. An English-only contract with a foreign court is easy to sign and hard to use against a company whose assets are in Guangdong. If the factory defaults, enforcement happens where the factory is, and that is where your contract has to work.

What we would not do

We would not pay at the fair. Pressure to "lock the price" with a transfer before you leave Guangzhou is common, and a payment made before you know which company you are dealing with is the hardest kind to recover.

We would not hand over drawings, technical files or a new design at the booth, however promising the conversation. Show finished products if you must. Send files after an NNN agreement is signed by the company that will receive them; our guide to NNN agreements in China explains why an ordinary NDA does not do this job.

And we would not treat the proforma invoice as the contract. It is the supplier's document, drafted for the supplier's convenience, and it rarely says anything about samples, defects, molds or disputes.

The handshake at the booth is still worth something. It fixes a price while competitors are quoting. The two weeks after the fair are when that price gets a contract around it.

Frequently asked questions

Is a WeChat or email agreement with a Chinese supplier legally binding? It can be. Chinese law treats retrievable emails and other data messages as written form, so an order confirmed by message may already be a contract. If you want to be bound only by a signed document, say so in writing before you place the order.
Should I pay a 30 percent deposit to a supplier I met at the Canton Fair? Not before the contract names the company, the sealed sample, the delivery date and the refund terms. Call it an advance payment rather than earnest money unless you understand the forfeiture rules, and pay only an account in the contracting company's name.
Can the Canton Fair help if a deal goes wrong? The fair runs a service that takes intellectual property complaints and mediates trade disputes between exhibitors and buyers. Mediation depends on both sides agreeing. If the supplier will not settle, you need a contract you can take to a Chinese court or arbitration body.
Do I need a Chinese-language contract? If you may ever have to enforce it in mainland China, yes. A bilingual contract with the Chinese text prevailing is what a Chinese court or arbitral tribunal will read, and you should know what that text says before you sign.

Met suppliers at the Canton Fair?

We check the company behind the booth and turn what you agreed into a bilingual contract under Chinese law. A stock purchase contract is from USD 800; if the factory will make your own design, the Factory Starter Package is from USD 2,800.

Discuss a China Matter Email · han@hanfenglegal.com

Buying at the Canton Fair: What to Put in Writing Before You Pay a Chinese Supplier