Contract Drafting and Review: Clarifying the Legal Cornerstone of Rights and Obligations

Based on China’s Civil Code, E-commerce Law, and industry practices, draft or review bilingual (Chinese and English) trade contracts to ensure that the terms are legal, clear, and enforceable, balancing the commercial demands and risk allocation of both Chinese and foreign parties. Key Content:

Contract Type Adaptation: Drafting international goods sales contracts, procurement framework agreements, supplementary agreements, etc., based on transaction models (general goods sales, processing and customization, OEM branding, cross-border e-commerce retail), focusing on:

Subject Matters: Clearly defining the name, specifications, technical parameters (referencing international or Chinese national standards), and quality acceptance standards (e.g., sampling inspection ratio, requirements of third-party testing institutions);

Price and Payment: Agreed upon currency (RMB/foreign currency), unit price/total price, payment method (T/T wire transfer, LC letter of credit, installment payment), deposit percentage (not exceeding 20%), and calculation standard for late payment penalties;

Delivery and Transportation: Stipulating delivery time/limit, delivery location (e.g., EXW, FOB/CIF), division of transportation responsibility (who is responsible for booking and insurance), and exemption from liability for delayed delivery (e.g., force majeure);

Intellectual Property: Declaring that the goods do not infringe on third-party intellectual property rights (e.g., trademarks, patents). If customized design is involved, clarifying the ownership of intellectual property rights (usually belonging to the foreign customer); Liability for Breach of Contract: Detailed liability provisions for situations such as “non-conformity of goods,” “delayed performance,” and “refusal to accept goods” (e.g., returns and refunds, exchanges, compensation for actual losses), specifying dispute resolution methods (litigation/arbitration) and jurisdiction (usually Chinese courts or international arbitration institutions);

Applicable Law: Clearly state that the contract is governed by Chinese law (complying with China’s *Law on the Application of Laws to Foreign-related Civil Relations*), avoiding clauses invalidation due to legal conflicts.

Risk Warning and Negotiation Support: Provide legal analysis and assist clients in negotiating modifications with suppliers regarding “unfair clauses” (e.g., unilateral exemptions, excessive penalties), balancing transaction security and flexibility.

Applicable Scenarios: For initial long-term framework agreements, large orders, and customized procurement (e.g., production based on samples).