The approved sample that both sides sign or seal and each keep, so that production can be measured against it.
The Civil Code says that in a sale by sample the parties should seal the sample, and the goods delivered must match the sample and its description in quality (art. 635). If the sample was never sealed, the first argument in a quality dispute is about which sample you approved.
Seal at least two identical samples, have both sides sign a label across each, write the date into the contract, and keep photos and measurements with the specification sheet.
Approved by photo
A common situation: the buyer approves a sample from photos on WeChat, keeps no physical piece, and the bulk arrives in a slightly different shade, a thinner gauge or a cheaper zip. The factory says the bulk matches the approved sample, and it holds the only one. The fallback is the quality standard, and where the contract is unclear the Civil Code turns to mandatory national standards, then recommended national standards, then industry standards, then the ordinary standard or one that fits the purpose of the contract (art. 511). For most consumer products that is looser than what you approved.
A sealed sample also has to last. Colour and material arguments can come up months after the sample was sealed, so keep yours away from light and heat and note on the label which order it belongs to.
Sample clause
Write the sealing into the contract itself:
“On [date] the Parties sealed two identical samples, each signed by both Parties across the seal label, one kept by each Party. The goods shall match the sealed sample and Specification No. [ ] in quality. Where the sample and the Specification differ, the stricter requirement applies.”
Keep photos and measurements of the sealed sample with the specification sheet, dated and filed with the contract.
Related terms
Read next
- When Production Doesn't Match the Golden Sample, a Chinese Court Asks First Whether It Was Sealed
- Lawyer for Disputes With Chinese Suppliers: Demand Letters, Asset Freezes, Court and Arbitration
Sources
- Civil Code of the PRC (effective 1 January 2021), articles 511 and 635, full text on the Ministry of Justice site ↗
- Translations are mine and unofficial.
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