中国制造合同 Modèle de CONTRAT DE FABRICATION EN CHINE, en anglais et chinois lorsque l’entreprise étrangère donne des instructions précises au fabricant chinois pour fabriquer des produits en Chine.

1. CONTRAT FABRICATION CHINE
中国制造合同
Clauses Principales
Loi Applicable et Arbitrage
Modèle de Contrat (Anglais-Chinois)

2. CHINA MANUFACTURING CONTRACT 中国制造合同
1. Introduction
2. Main clauses
3. Law and Jurisdiction
4. Arbitration
5. Language
6. Model Contract (English-Chinese)
www.globalnegotiator.com

3. This contract is used when the foreign company gives precise
instructions to the Chinese manufacturer so as to manufacture
customised products in terms of specifications, materials used,
packaging and wrapping, equipment, designs and models, and the use
of confidential information.
The purpose of the contract is to offer a guarantee to foreign
companies subcontracting their manufacturing in China that the
manufactured products comply with certain technical and commercial
requirements, and also that the Chinese manufacturer complies with the
confidentiality and intellectual property rights of the foreign company.
This contract is known in China as OEM Manufacturing Contract
(OEM - Original Equipment Manufacturing) and is adapted to the uses
and commercial practices of the Chinese market and Chinese contract
law (People’s Republic of China Contract Law).
1. INTRODUCTION
www.globalnegotiator.com

4. Some of the most important clauses in the China Manufacturing Contract are as follows:
2. MAIN CLAUSES
See Sample China Manufacturing Contract
www.globalnegotiator.com
1. MANUFACTURE OF PRODUCT
产品的生产
2. QUALITY CONTROL
质量控制
3. RESTRICTIONS OF THE
MANUFACTURER
制造商的限制
4. OWNERSHIP AND RISK
所有权和风险
5. PRICING AND DELIVERY
定价和交付
6. PAYMENT
支付
7. INTELLECTUAL PROPERTY
知识产权
8. CONFIDENTIALITY
保密协议
9. TERM AND TERMINATION
合同期限和终止
10. ASSIGNMENT AND
SUBCONTRACTING
任务和分包
11. COSTS
成本
12. RELATIONSHIP OF THE PARTIES
合同方关系

5. In accordance with Chinese Laws (PRC Civil Law), the Parties are
allowed to choose the law and jurisdiction they wish to apply in contracts
with foreign companies.
Nevertheless, in commercial practices Chinese companies refuse to sign
contracts in which matters of litigation are not referred to the Courts or
Arbitration Commissions of China. The questions of which procedure
to choose will depend particularly on the power and influence of the
Chinese Party and the prestige of the Court proposed by the Chinese
company; as a general rule, it will be preferable to choose the alternative
of Arbitration rather than the Court.
3. LAW AND JURISDICTION
See Sample China Manufacturing Contract

6. In contracts subject to Arbitration in China, it is advisable to act as follows:
• Choose one of the Arbitration Commissions with most prestige and
international experience: CIETAC (China International and Economic Trade
Arbitration Commission) or BAC (Beijing Arbitration Commission). Chinese
companies will not oppose at this point.
• Regardless of where the central office of the Chinese company is located, it is
preferable for the Arbitration to take place in Beijing or Shanghai, the two cities
with most experience and the best arbitrators.
• The arbitration will be carried out in the English language. It is important to
take into account that if no language is specified in the contract, the arbitration
will be in Chinese. At this point, Chinese companies would be expected to object
strongly, and might even use it as grounds for not signing the contract.
4. ARBITRATION
See Sample China Manufacturing Contract

7. 5. LANGUAGE
In China, contracts are usually drawn up either in English or in a dual
English-Chinese version. It is not common to sign contracts in other
languages such as Spanish, French or German. For the version in Chinese,
simplified Mandarin Chinese shall be used.
It is advisable to use the dual English-Chinese version as this will make it
easier to negotiate the contract, and also help compliance with obligations
and an amicable settlement in the event of conflict.
However, when using the English-Chinese dual version, the Chinese
company would try to insist that the Chinese version prevails in the event
of conflict.
See Sample China Manufacturing Contract

8. 6. MODEL CONTRACT (ENGLISH-CHINESE)
In order to obtain the Manufacturing Contract for China,
in bilingual version (English and Chinese), click on:
China Manufacturing Contract
www.globalnegotiator.com