Contracting with Chinese suppliers is often commercially indispensable for Dutch importers. At the same time, importers face specific legal challenges: contracts are often viewed as the starting point of the relationship, not the conclusion. Cross-border enforcement is complex. In our practice, we assist Dutch importers with tailored contracts in a bilingual format, with appropriate arbitration in Hong Kong or Singapore and targeted IP protection.
What is the legal problem?
Since 2021, China has had a Civil Code that includes Contract Law. Chinese judges interpret English-language contracts strictly and often require a Chinese translation. Foreign judgments have limited enforceability. IP protection requires independent registration in China under the first-to-file principle. Inadequate contractual protection leads to quality disputes, stolen designs, and uncontrollable subcontractors.
What does the law say?
China is a contracting state to the Vienna Sales Convention — this applies automatically to international sales with the Netherlands, unless excluded under Section 6 CISG. Since January 1, 2021, the Chinese Civil Code applies. For IP, the Chinese Trademark Law (2019), Patent Law (revised 2021), and Anti-Unfair Competition Law (2019) apply. China is a signatory state to the 1958 New York Convention — arbitral awards are enforceable.
Awards from Dutch courts have limited enforceability in China under the principle of reciprocity, although Chinese jurisprudence has accepted broader reciprocity since 2017 (Supreme People's Court Memo).
What risks do companies face?
You risk deliveries that do not meet specifications, stolen designs, counterfeit products, and opaque subcontracting. A Chinese judgment against you cannot be automatically recognized in the Netherlands; the same applies in reverse. Late trademark registration in China can lead to trademark squatting by third parties. Without a well-considered legal structure, importers suffer structural damage, both financially and operationally.
Practical example from our practice
We represented a Dutch importer with an English-language contract with a Chinese manufacturer and a choice of forum for the Dutch court. Following a quality dispute, the client obtained a Dutch judgment. Enforcement in China proved virtually impossible. Upon renegotiation, we opted for a bilingual contract with arbitration at HKIAC (Hong Kong), including NNN protection and Chinese trademark registration via the Madrid Protocol. In the event of a subsequent quality dispute, this resulted in successful enforcement within eleven months.
What can you do?
Make the contract bilingual (English-Chinese) and determine which version prevails — often the Chinese one. Choose arbitration at HKIAC, SIAC, or CIETAC instead of a Dutch court. Arrange for clear quality specifications and pre-shipment inspection. Conclude an NNN agreement under Chinese law with an established penalty. Register your trademarks, patents, and designs before production. See also our article on How to protect intellectual property contractually?