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Perform · 05 Editorial guide

China Contract Performance, Breach and Evidence

Performance is a facts file. Do not start a new bilingual draft first.

First job Name the live performance issue and preserve the file before rewriting the contract.

Start here

Decision railwhat was due → what happened → preserve → notice → negotiate or forum
See routing facts

Start here

Key considerations

The first questions are about urgency, governance and preservation — before collection expands or interviews begin.

  1. Which version of the specification, approved sample, purchase order and change record governs?
  2. What do inspection, acceptance, delivery and payment records show?
  3. What defect, delay or default notices have already gone out?

Direct answer

What this page decides

Owner
02

This page owns live performance. Specs, inspection, acceptance, payment, deposits and WeChat variations are the evidence. Manufacturing/supply archetypes fail here more than in the recitals. Remedy and forum are Dispute clauses + Dispute Resolution hub.

At a glance

Which fact changes the next route

Use the fact that changes ownership or urgency to decide the next move.

Facts that change the next investigation route
QuestionWhy it mattersNext route
Quality/OEM?Specs and inspection records.
Need NNN?IP hub — too late if already leaked.

Scope

What this page owns — and what it does not

Performance evidence.
Archetype drafting still Counterparties L4.

Practical workflow

Action, evidence, legal gate, output

Practical workflow
ActionDocuments / evidenceLegal gateOutput
Freeze the contract setChopped text, POs, WeChat changesWhich text governsSet
Preserve performance evidenceDelivery, QC, photos, fapiaoDo not ‘replace’ samplesFile
Notice according to the contractCure periodsBilingual noticeRecord
ForumClauseDispute L4Path

Documents

What to gather before the next call

These items help clarify the file; they are not a legal requirement list.

Documents to gather before instructing counsel
ItemWhy neededWho holds itRisk if missing
Signed contract and change ordersObligationOpsOral variation only
QC and acceptanceQualityFactoryAccepted by silence

Common failure points

Where files usually break

  1. Paying the last instalment while arguing defects only on WeChat.

FAQ

Narrow follow-ups owned by this page

Is a deposit always refundable?

Depends on the clause and whether it is a deposit, prepayment or liquidated amount. Confirm the Civil Code characterisation with counsel.

Decision map

Keep the question bounded.

  1. Fix the controlled baselineIdentify the governing specification, sample, bill of materials, site, subcontractors and approved changes.
  2. Test performanceReconcile inspection, acceptance, shipment, payment, warranty and corrective-action records against that baseline.
  3. Preserve and routeHold samples, test data, messages, tooling and notices; then assess cure, rejection, rework, replacement, termination or dispute steps.

Quick answers

Need the short version? Start with one narrow question.

These explainers answer one question. They do not replace this topic route or a deep guide.

Quick AnswerChina Liquidated Damages ClausesMainland China generally allows agreed damages, but courts and arbitrators may increase or reduce the figure if it is far from actual loss. A number in the contract is a starting point, not an untouchable penalty.Quick AnswerChina Limitation of Liability ClausesParties may limit or exclude some commercial liability in Mainland China, but they cannot contract out of liability for personal injury or for property damage caused by deliberate intent or gross negligence, and consumerQuick AnswerChina Force Majeure ClausesPRC law already recognises force majeure as unforeseeable, unavoidable and insurmountable objective circumstances. A contract clause still matters for notice, allocation of cost, epidemics, government action and whetherQuick AnswerTerminating a Contract in ChinaMainland China lets parties terminate by agreement, by a contract option, or by law when a fundamental breach, delay after demand, or other statutory ground is made out. A casual email saying “we cancel” is not a safe teQuick AnswerChina Contract Notice ClausesA notice clause decides when a Mainland China demand, cure letter or termination is effective. If the method, address or language is wrong, you may have no termination and no running of a contractual clock.Quick AnswerPurchase Orders and Master Agreements in ChinaA master agreement plus purchase orders is common in China supply. The fight is which document wins on price, quality, liability and forum when the PO, vendor terms and WeChat confirmation do not match.

Curated resources

Open the asset that matches this job.

01
Guide

China business contracts practical guide

National counterparty, chop, bilingual and performance map — not a title file.

02
Guide

Breach of contract in China: remedies

Performance failure and remedy orientation — not a new draft.

03
Guide

Prepare a business-contract enquiry

Organise high-level contract facts before counsel or Ask a Lawyer.

Helpful to prepare

Facts that make the next conversation clearer.

These items are orientation aids, not a legal requirement list.

Supplier default or quality issue in one sentenceApplicable specification and acceptance statusWhether inspection, cure, rejection or termination clocks are runningLocation of goods, samples, tooling and recoverable assets

Evidence file

Preserve the record before the forum is chosen.

This is a preparation prompt, not a finding that any item is admissible or required.

  1. Signed/chopped agreement, purchase orders and amendments
  2. Versioned specifications, approved samples, BOM and change approvals
  3. Inspection, acceptance, shipment, payment and warranty records
  4. Defect samples, test data, CAPA and notices already sent or received

Counsel hand-off

What to bring when you instruct

Instruct commercial disputes counsel. Bring: contract set, QC, and payment trail.

Local context

Add the city when the forum practice changes.

Court and notary practice can matter after the national contract question is identified.

Open city and province guides

Counsel hand-off

Need contract counsel?

This hub organises parties, chops, drafting and performance. It does not create a binding contract or decide a breach on your facts.

Find contract counsel

Submit an initial enquiry

Need qualified counsel?

Move carefully. Move with a record.

Use the portal to identify counsel for this practice and related China-side issues.

Find contract counselSubmit an initial enquiry