Expertise/Russia–China Practice
Service
A contract between Russian and Chinese companies for the supply of goods and equipment, or for works or services, is drawn up in two languages and sets out quality requirements, acceptance, payments and the dispute resolution procedure.
We are most often instructed by:
The information on this website is provided for information purposes only and does not constitute a public offer.
Timing and fees are indicative and are confirmed when the engagement is agreed.
A contract with a Chinese party is prepared differently depending on whose interests are represented: the buyer's or the supplier's.
When a Russian company buys from a Chinese supplier, the focus is on the products' conformity with the stated specifications, acceptance and handling of defects, manufacturing and shipment times, repayment of the advance, payments and the enforceability of the decision under the chosen dispute resolution procedure.
When a Chinese company sells to a Russian buyer, including through a Russian partner, the focus is on certainty as to the subject matter and the buyer's requirements, the limits on rejection, product formalities in Russia, security for payment and limitation of liability.
The outcome of the service is the work performed within the scope agreed with the client.
Acting for the Chinese company
Challenge
A Chinese and a Russian partner were setting up a joint venture, and they had different legal traditions, expectations regarding management and views on the allocation of control.
What was done
The Chinese company was advised on the ownership structure, the management and exit mechanics, and the alignment of the parties' interests under Chinese and Russian law. The venture was launched on the agreed terms.
Parent company due diligence
Challenge
A Russian buyer was acquiring a Russian company whose parent was a Chinese company. Closing the transaction required due diligence of the Chinese parent company and its connection with the asset being sold.
What was done
Legal due diligence of the Chinese parent company was carried out, covering the group's corporate structure, the chain of ownership of the Russian subsidiary and the legal risks at the intersection of Chinese and Russian law. The acquisition of the Russian company went ahead with a legal picture that was clear to the parties.
Legal due diligence
Challenge
Independent legal due diligence of a Chinese company was required, covering its corporate structure and legal status at the intersection of Chinese and international law.
What was done
An opinion was prepared on the corporate structure, the chain of ownership and the related legal risks. The client obtained a clear legal picture for its further decisions.
Contract review
Challenge
Contracts for the international sale of goods between China and Russia carry risks of divergence in the governing law, delivery terms and dispute resolution mechanisms. Such contracts were reviewed on behalf of the Chinese company.
What was done
The governing law, delivery terms (Incoterms), currency and tax aspects and the dispute resolution procedure were analysed. The risks were identified and eliminated before signing.
The choice depends on the subject matter of the contract, the negotiating positions and the place of performance. Russia and China are parties to the 1980 United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention), and it applies to supplies between companies of the two countries unless the parties have excluded it.
This question is settled when the contract is drafted. The options differ in timing, cost, language of the proceedings and how the decision is enforced. A decision is of value where the other party's assets are located, and the dispute resolution procedure is agreed together with security, which often works faster than proceedings.
Payment linked to manufacture and shipment, a letter of credit, security for repayment of the advance, retention of part of the price until acceptance. The choice depends on the contract amount and the parties' positions; at the same time, it is determined what constitutes evidence that each step has been completed.
The contract sets out the conformity criteria, the place and procedure of acceptance, the time limits for comments, how defects are recorded and the consequences of their discovery. The pre-shipment inspection procedure is agreed in advance: non-conformities found after import cost the parties more.
This is determined by the contract: obligations for conformity assessment, labelling and the documents for the import and circulation of products are allocated between the supplier, the buyer and third parties. The allocation is agreed before signing, as it affects the timing of import and liability to end buyers.
Not necessarily. For regular shipments, a framework contract is used, with general terms and orders or specifications for each consignment; it describes which terms are changed by an order and which remain unchanged.
An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.
Describe your matter and the circumstances in which it arose. The consultation establishes the possible structure of the work and the scope of legal support required.
