A Chinese supplier may quote a higher price on a reorder, because each new purchase order is a new contract and a price list sent earlier does not bind it for future orders (Civil Code art. 473). Once it has accepted your PO or PI at a price, it can change that price only with your agreement (art. 543), and refusing to ship at the agreed price is a breach (art. 577). "Our last salesperson quoted too low" does not change this: a salesperson's quote binds the company (art. 170). If time is short, find the email, PI or deposit receipt that shows the factory accepted the reorder.
The message tends to arrive in this form: "Sorry, our previous sales quoted wrong, and material cost has gone up. New price USD 4.20, please confirm." The last order was USD 3.00 a unit. Sometimes the deposit for the new order is already with the factory.
When a Chinese supplier price increase on a reorder is allowed
Treat the reorder as a new contract, because legally it is one. Your first PO and the factory's acceptance fixed the price for those units and nothing beyond them. A price list the factory sent you is an invitation to offer (art. 473), not a promise to hold the price.
So if you asked for a quote on the reorder, or sent a PO the factory has not yet confirmed, the factory may name a new price and you may refuse it. Nothing in Chinese law obliges a supplier to repeat last year's price.
Two things change that. One is an agreement still in force that fixes prices for future orders, usually a supply or manufacturing agreement with a price schedule. The other is a quote that was specific, had a validity date and was accepted by you within it, which makes it a contract on its own terms. Without either, the honest answer to "can it do that?" is yes, and the question becomes commercial.
Once the factory accepts your PO, the price is fixed
If the factory has accepted the reorder, the position reverses. Acceptance is often informal: an email saying "PO received, we will arrange production", a signed or stamped PI, or a deposit invoiced against your PO number. From that point the price is a term of the contract and changes only by agreement (art. 543). Where the CISG governs the sale, article 29(1) says the same.
A factory that tells you it will not produce unless you pay the new price is refusing its main obligation. You may insist on performance at the agreed price. If it says clearly, or shows by its conduct, that it will not perform, you may terminate (art. 563(1)(ii)), ask for the deposit back (art. 566) and claim your loss, typically the extra cost of buying the same goods elsewhere, limited to what the factory could foresee when it accepted the order (art. 584).
POs that say only "price as last order" are weaker but not empty. Where a price is unclear, it is settled first by agreement, then by the other terms of the contract or the parties' trading practice (art. 510), and a run of orders at USD 3.00 is evidence of that practice. We would still write the number on every PO.
"The last salesperson quoted too low" is not a legal reason
Under article 170, what an employee does within the scope of the job, in the company's name, binds the company, and internal limits on that authority cannot be used against a counterparty acting in good faith. Quoting prices is a salesperson's job. The factory cannot reopen the price of an order it already accepted, and if the same salesperson confirmed your reorder, that confirmation binds the factory too.
The error explains why the factory wants a different price for future orders. Nothing more follows from it.
Do higher material costs let the factory change an agreed price?
Rarely. Changed circumstances (art. 533) allow a court to adjust or end a contract only after a major change that could not be foreseen when it was made and is not an ordinary commercial risk. The SPC's 2023 interpretation treats a price movement as qualifying only when caused by events such as a policy change or an abnormal shift in supply and demand, and excludes goods with active markets and long-volatile prices, bulk commodities among them (art. 32).
A few months of rising resin or copper prices is the risk a fixed-price seller takes on. And even where the test is met, the factory must renegotiate and then go to a court or arbitral tribunal; a notice from the sales team does not change the contract.
A 40% increase on 8,000 units, worked through
Assume the first order was 5,000 units at USD 3.00, shipped and paid. The reorder is 8,000 units, and the factory now asks USD 4.20.
If you only asked for a quote, there is no contract. Accepting costs you USD 9,600 more on this order (8,000 × USD 1.20). Set that against the cost of moving: another factory's price, new samples, weeks of delay and, if this factory holds molds you paid for, getting them back (see the article on molds). Ask for a cost breakdown in writing. A common outcome is a smaller increase in exchange for a price fixed for a year.
If the factory confirmed your PO at USD 3.00 and took a 30% deposit (USD 7,200), reply in writing that the order stands at the agreed price and delivery date. If it refuses and you buy elsewhere at USD 3.60, your claim is USD 4,800 in extra cost (8,000 × USD 0.60) plus the USD 7,200 deposit.
The law is on your side in the second case. The factory's leverage is the molds and your launch date. If you decide to pay more to keep the date, sign a short amendment that applies the new price to this PO number only and confirms the delivery date, so the increase does not carry into every later order.
A price clause to have in place before the next reorder
- Unit prices in Schedule 1 apply to every purchase order the Buyer issues before [date].
- The Supplier may propose new prices only in writing, at least 60 days before they are to apply, with the reason and a cost breakdown. A new price applies only after the Buyer agrees in writing.
- A purchase order is accepted unless the Supplier rejects it in writing within three business days after receipt.
- No price change applies to a purchase order already accepted.
Keep the third line. Chinese law treats silence as consent only where the law provides, the parties have agreed, or their trading practice makes it so (art. 140). Without that line, a factory that never answers your PO can argue it never accepted it.
Sources
- Civil Code of the PRC (effective 1 January 2021), articles 140, 170, 473, 510, 533, 543, 563, 566, 577 and 584, text on the Ministry of Justice site, moj.gov.cn/pub/sfbgw/zwgkztzl/2025nianzhuanti/2025mfdxcy/2025mfdxcy_mfdql/202505/t20250507_518708.html
- Supreme People's Court Interpretation on Several Issues Concerning the Application of the General Provisions of the Contract Part of the Civil Code (Fa Shi [2023] No. 13, effective 5 December 2023), article 32, court.gov.cn/fabu/xiangqing/419382.html
- United Nations Convention on Contracts for the International Sale of Goods (1980), article 29(1), uncitral.un.org/en/texts/salegoods/conventions/sale_of_goods/cisg
- Translations are mine and unofficial.
Frequently asked questions
- Can a Chinese supplier change the price after I have paid the deposit? Not on its own, if the deposit was paid against a PO or PI that states the price. The price then changes only if you agree.
- Is a quotation from a Chinese supplier binding? A specific quote with a validity date that you accepted in time can form a contract. A general price list is only an invitation to offer.
- If I accept a higher price once, does it apply to all future orders? Only if the amendment says so. Write the PO number into it and keep the rest of the terms unchanged.
- Can I lock the price by sending a PO at the old price? No. A PO is an offer, and the factory may reject it unless a supply agreement already fixes the price.
Related service: NNN, Purchase & Manufacturing Agreements ↗
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Related reading
- Is a Proforma Invoice a Contract in China? Yes, and It Probably Won't Cover Your Legal Fees
- Chinese Factory Won't Return Your Molds? Tooling Ownership and How to Get It Back
- Chinese Supplier Breached the Contract: What Can a Foreign Buyer Do?
This article is general information on PRC law as of 11 November 2026 and does not constitute legal advice. The answer in any matter depends on its documents and facts.