Most overseas brands start with an English NDA or purchase agreement governed by the law of their home country, with disputes going to a court there. Against a Chinese factory that paper does little. A foreign judgment is hard to enforce in China, and a standard NDA does not stop the factory from making your product for someone else or dealing directly with your customers. We draft China-specific NNN agreements and manufacturing contracts in Chinese and English, with the Chinese text prevailing, PRC law governing, and disputes going to the court where the factory is located or to a Chinese arbitration commission.
The NNN covers non-disclosure, non-use and non-circumvention, and adds what matters in practice: a liquidated damages figure stated in the contract, an obligation to transfer any trademark or patent the factory files on your product, and a ban on selling your design through the factory's own channels.
The manufacturing contract deals with the points where buyer and factory usually fall out: who the contracting party really is, approved samples as the quality standard, inspection and rejection, late delivery with a daily penalty and a right to cancel, final payment tied to the bill of lading, no lien over your tooling, and a rule that the bank account can only be changed by sealed written notice confirmed by phone. The factory also confirms it knows the goods are sold on Amazon, which matters later if you claim lost profits.
Not every buyer has a design or a mold. If you buy finished stock or standard models from a factory, a market stall or a 1688 seller, the contract you need is a sale of goods contract, not a manufacturing one. It turns on different points: whether the seller is the maker or a trading company and who actually makes the goods, the approved sample and written specification, when and where you inspect and how long you have to raise a defect, deposit and balance, when risk passes under FOB or EXW, written proof of authorisation for any third-party brand, and the same sealed-notice rule for bank account changes. China and most major trading nations, including the US, Germany, Japan and Korea, are parties to the CISG (the UK is not). Where both businesses are in contracting states, it applies automatically unless the contract excludes it. Our contract states the position expressly.
Factory Starter Package
- Bilingual NNN agreement (Chinese prevailing)
- Bilingual manufacturing framework agreement with purchase order form
- Mold and design ownership clauses
- Two rounds of revisions within 30 days
- First draft within 5 business days of receiving your information
Fixed fee from USD 2,800, confirmed in writing before we start. Negotiating the contract with the factory on your behalf is quoted separately. If your factory exports through a trading company, the contract has to bind both companies and we will tell you how that changes the scope.
Stock Purchase Contract
- Bilingual purchase contract for finished or standard goods (Chinese prevailing)
- Schedule of goods and quality standards
- Seller status, inspection, warranty and non-circumvention clauses
- Two rounds of revisions within 30 days
- First draft within 3 business days of receiving your information
Fixed fee from USD 800, confirmed in writing before we start. If you have your own design or tooling, the Factory Starter Package is the right one.
Related insights (4)
- Buying at the Canton Fair: What to Put in Writing Before You Pay a Chinese Supplier
- NNN Agreements in China: How to Stop Your Chinese Factory from Copying or Selling Your Product
- English or Chinese: Which Version of Your China Contract Prevails?
- Signing a Contract with a Chinese Company: The Clauses That Decide Whether You Can Enforce It
About to place an order with a Chinese factory?
Tell us the product, the factory's location and where you are in the process. We will tell you what the contract needs and what it will cost.