When production is not matching the golden sample, Chinese law makes the sample the quality standard (Civil Code art. 635). The hard part is proof. The sample should be sealed, and if it has changed or the change cannot be resolved, the court follows the written description instead (SPC Sales Contract Interpretation, art. 29). Written notice is due within a reasonable time, two years at most (Civil Code art. 621). If the goods are in front of you, photograph them beside your retained sample and send that notice this week.
"Quality: as per approved sample." Many proforma invoices from Chinese suppliers carry that line as their only quality term. Buyers read it as a promise. It is one, but it points at a physical object, and the dispute usually turns on which object that was.
What "as per approved sample" means in a Chinese sales contract
It makes the deal a sale by sample: the goods must equal the sample and its description in quality (art. 635). If the sample itself hid a defect you could not have spotted, such as a coating that wears off after weeks of use, the goods must still meet the ordinary standard for that product (art. 636).
Where both countries are CISG parties and the contract does not exclude it, a Chinese court may apply the Convention instead (arts. 1 and 6). China is a party; the United Kingdom is not. The result here is close: article 35(2)(c) also holds the seller to its sample, and article 39 has a similar two-year notice limit.
When the sample has changed, the written specification decides
Samples age. Fabric fades, silicone yellows, a wooden part dries and shrinks. Under article 29 of the Interpretation, where sample and written description differ, the court follows the sample only if it was sealed and has not changed. Otherwise the written description wins.
So the sample needs a partner on paper: a specification sheet with dimensions and tolerances, material grade, Pantone or RAL color, finish, print method and the test for each. Signed with the sample, it still works after the sample has faded.
Production not matching the golden sample: what to do in the first ten days
Inspect promptly. Notice is due within the contract's inspection period, or else a reasonable time after you found or should have found the problem (art. 621), judged by the goods, the defect and how hard it was to inspect (Interpretation, art. 12). We would report a visible color shift within days.
Make the notice specific: order, carton numbers, the feature that differs from the sealed sample, units checked and failed, and dated photographs of production units beside the sample. Send it to the address the factory used for the order, and keep the reply.
Use an inspector a court will listen to: an inspection company that samples by a stated plan and compares against the sealed sample, ideally in China before shipment. A judge can later appoint an expert, but the units must still be traceable to the shipment. Our guide to a Chinese supplier's breach of contract covers what follows the notice.
Paying the balance does not by itself give up the claim: an objection made in time survives payment or use of the goods unless the contract says otherwise (Interpretation, art. 13).
Return, replace or reduce the price: a worked example
A hypothetical order: 6,000 silicone spatulas at USD 2.40, USD 14,400 in total, specified as Pantone 7621 C against a sealed sample. Inspection finds 1,500 in a visibly duller red.
Article 582 lets you choose repair, replacement, return or a price cut. A remake brings the right goods late. A return recovers the price of those units, with freight claimable as a loss (art. 583).
A price cut usually settles fastest. Article 17 of the Interpretation measures it by market value at delivery, conforming goods against goods delivered. If the dull units sell as seconds at USD 1.60, and a written offer from a clearance buyer proves it, the cut is 1,500 × USD 0.80, or USD 1,200.
Terminating the whole order needs a breach that defeats the contract's purpose (art. 563). Our view is that 1,500 wrong-shade units out of 6,000 rarely qualify unless color is the product's selling point. Storage on goods you refuse to touch may also stay with you (art. 591).
A sample record for every order
- Three identical approved samples: one each for the factory, you and your inspector.
- Each sealed, with a dated label across the seal, signed by both sides and stamped with the factory's company chop (its official seal).
- A specification sheet of measurable features, signed with the samples and cited in the purchase order.
- One contract line: production shall conform to the sealed samples dated [date] and the specification sheet, and the sheet prevails where they differ.
- The inspection company and sampling plan, agreed before production.
A sample claim that failed in Hangzhou
In late 2005 an Australian promotional products company bought 120,000 printed plastic plates from an export company in Fuyang, Zhejiang, for USD 27,600 FOB, "goods per sample". Nine samples were approved. After delivery the buyer's customer sent the plates back because the logos rubbed off.
The buyer sued for a refund, lost profit, storage and legal fees, and lost everything in the Hangzhou Intermediate People's Court ((2007) Hang Min San Chu Zi No. 45, 24 December 2008). No sample had been sealed, so neither side's "sample" was accepted, and the plates produced in court could not be tied to the shipment.
Its inspection report, by a promotional products trader with no stated sampling method, was not treated as a quality appraisal. Applying the CISG, the court held a print defect on a USD 0.23 plate was no fundamental breach, and the buyer had declined to seek a lesser remedy. The plastics factory that made the plates was never a party; our article on trading company suppliers covers that gap.
Sources
- Hangzhou Intermediate People's Court, (2007) Hang Min San Chu Zi No. 45 (24 December 2008), an Australian company v a Fuyang export company; Chinese full text in UNCITRAL's CLOUT database, uncitral.org/docs/clout/CHN/CHN_241208_FT.pdf
- Civil Code of the PRC, articles 563, 582, 583, 591, 594, 621, 635 and 636 (effective 1 January 2021), text on the Ministry of Justice site, moj.gov.cn/pub/sfbgw/zwgkztzl/2025nianzhuanti/2025mfdxcy/2025mfdxcy_mfdql/202505/t20250507_518708.html
- Supreme People's Court, Interpretation on the Application of Law in the Trial of Sales Contract Disputes (2020 amendment, effective 1 January 2021), articles 12, 13, 17 and 29, text on the China International Commercial Court site, cicc.court.gov.cn/html/1/380/385/12840.html
- United Nations Convention on Contracts for the International Sale of Goods (1980), articles 1, 6, 35 and 39, uncitral.un.org/en/texts/salegoods/conventions/sale_of_goods/cisg
- Translations are mine and unofficial.
Frequently asked questions
- Does paying the balance before shipment mean I accepted the goods? Not by itself. A defect raised in time survives payment unless your contract says otherwise (SPC Sales Contract Interpretation, art. 13).
- How long do I have to sue a Chinese supplier over defective goods? Four years for an international sale of goods (Civil Code art. 594). The notice deadline under article 621 comes much sooner.
- What if the factory says the goods match the sample I approved? Without a sealed sample that is hard to answer. If the sample itself had a hidden defect, the goods must still meet the ordinary standard (Civil Code art. 636).
- Will a Chinese court accept my own QC agent's report? It will weigh it; a stated sampling plan and a sealed sample to compare against carry the most weight.
Related service: Claims Against Suppliers ↗
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Related reading
- Chinese Supplier Breached the Contract: What Can a Foreign Buyer Do?
- Buying at the Canton Fair: What to Put in Writing Before You Pay a Chinese Supplier
- Your Chinese Supplier Is a Trading Company: How to Make the Contract Reach the Factory
This article is general information on PRC law as of 30 October 2026 and does not constitute legal advice. The answer in any matter depends on its documents and facts.