Contract & Trade Document Review

Why this matters more than you think

Here's the uncomfortable truth: a proforma invoice is a quote, not a contract. Yet a huge share of cross-border orders run on nothing more than a PI and a WhatsApp conversation. When the goods are late, the quality is wrong, or the price changes after you've paid, you discover that the "agreement" never answered the questions that matter: what exactly was promised, when, at what quality, and what happens if it isn't delivered.

The risk isn't in one document — it's in the set. The contract says one thing about quality, the PI says another, the payment terms are silent, and the shipping documents decide who holds the goods. We review them as a whole, because a chain of documents is only as strong as its weakest link.

Reviewing before signing is the cheapest legal work you will ever buy. It costs less than one night of port demurrage.

What we review — the full document set

Contract & proforma invoice

• Product specification & quality — are samples, specs, and tolerances locked in writing? Is there an inspection standard and an inspection window?
• Delivery terms — Incoterms (FOB / CIF / EXW…), dates, delay penalties, and who bears demurrage and storage risk.
• Breach & remedies — liquidated damages, refund rights, and what actually happens if the seller defaults.
• Language & control — which language version prevails if the document is bilingual, and who the counterparty actually is (name, registration, and signature authority).

Payment terms & invoices

• Payment milestones — deposits, balances, and whether payments are tied to verifiable events (loading, inspection, bill of lading). Full payment before shipment is a red flag we will not leave unmarked.
• Letter-of-credit and T/T mechanics — which documents trigger payment, who holds the documents until payment, and what happens on a mismatch.
• Currency and charges — who bears bank fees, currency risk, and any commission or service charges buried in the invoice.

Shipping & delivery documents

• Bill of lading and title — who holds the goods until payment, and how release is controlled.
• Packing lists, certificates & customs documents — completeness for import clearance, certificate requirements, and who bears the cost of non-compliance.
• Inspection & testing reports — what they certify, who appointed and paid the inspector, and how much you can rely on them.

IP, confidentiality & related clauses

• Confidentiality and IP protection — whether your designs, specs, and customer data are protected if the supplier works for your competitors too (NDA / NNN-style terms), and how trade-secret protection works under Chinese law — where enforceability depends on the drafting and the evidence, we say so honestly rather than overstate.
• Exclusivity and non-circumvention — supplier going around you to your customers or your suppliers, and what remedies the clause actually gives you.

Dispute resolution & governing law

• Jurisdiction and arbitration clauses — Chinese court jurisdiction, arbitration clauses (which can help or trap you), and the automatic application of the CISG between contracting states.
• Governing law and enforcement reality — whether a judgment or award against the supplier can realistically be enforced, and what that implies for your contract design.

What you get

• A red-line version of each document with suggested language inserted (in English; Chinese redlines available on request).
• A plain-English review memo organized by priority: must-fix, should-fix, and nice-to-have — each with the one-sentence reason why.
• A short points-to-raise list you can send to the supplier without revealing your hand.

How it works

1. Send your document set — contract, PI, payment terms, shipping documents, or any combination, in English or Chinese. Context notes welcome.
2. We review — typically within 3–5 business days, depending on length.
3. You get the redlines + memo — and a fixed window for clarifying questions.
4. Optional negotiation support — we can help you decide which points to push and which to drop, and draft counter-language.

Frequently asked

My supplier says they don't sign contracts — only PIs. Is that OK?

It's common, but it means every critical term lives in a document that was never designed to be a contract. We can either strengthen the PI into something closer to a contract, or prepare a short, bilingual supplemental agreement that both sides can sign. Cheap insurance, and it doesn't insult anyone.

Do you also draft contracts from scratch?

Yes. If there's no document at all, we can draft a bilingual purchase contract tailored to your deal. Tell me the product, payment structure, delivery terms, and what worries you most.

We already have a signed contract. Can you still review the other documents?

Yes — and it's often where the gaps hide. The payment terms, invoice, and shipping documents determine who holds the goods and when payment is triggered. Reviewing the rest of the set can close holes the contract left open, and strengthen your position for the next order.