Time Limits for China Goods-Sale Claims: Do Payment Demands Restart the Clock?

A Chinese buyer has not paid, or a Chinese supplier has not refunded a prepayment. Continuing negotiations does not, by itself, establish that the claim remains within time. The first task is to identify the applicable limitation law, the date the particular claim arose, and any legally effective demand, acknowledgement or proceeding. A mailbox full of correspondence is useful only if it proves the relevant events.

This guide concerns business disputes over international sales of goods involving China. It separates the deadline for pursuing a claim from inspection, defect-notice and contract-termination requirements. Legal sources checked on 4 October 2026. 中文版本.

1. Check which law supplies the deadline before choosing three or four years

Article 7 of the PRC Law on the Application of Laws to Foreign-related Civil Relations, effective 1 April 2011, makes limitation subject to the law applicable to the relevant foreign-related relationship. The debtor’s Chinese address does not alone establish that Chinese limitation rules govern. Check the governing-law clause, the nature of the relationship and the dispute-resolution forum together.

Where the relevant PRC rules apply, Article 594 of the PRC Civil Code specifies four years for litigation or arbitration concerning international sales of goods and technology import/export contracts. Article 188’s general three-year period should not simply be substituted for that special rule. Conversely, not every contract involving a foreign company is an international goods sale. A domestic purchase by a Chinese subsidiary, a services arrangement or a claim against a separate payment recipient needs its own classification.

The CISG and the separate Convention on the Limitation Period in the International Sale of Goods are different instruments. The UNCITRAL explanation and current status table should be checked; China is not listed as a party to the latter. CISG applicability does not automatically import that convention’s four-year period. A foreign-law or foreign-forum case requires a separate limitation analysis.

2. Build a dated chronology for the specific payment or refund claim

Under Civil Code Article 188, the starting point generally depends on when the claimant knew or should have known of the infringement and the obligor, subject to special rules. For an overdue price claim, identify the actual agreed payment trigger and due date, including any acceptance condition or later amendment. Do not start the clock merely from the invoice’s issue date without reading the contract.

For a prepayment refund, identify why the money became repayable: for example, an effective termination, an agreed refund obligation or another established legal basis. The initial transfer date, delivery deadline and date a refund fell due may differ. Waiting until the seller expressly refuses a refund does not necessarily postpone an already running period. The separate non-delivery and prepayment-refund guide explains the underlying remedy.

Article 189 addresses agreed instalments of the same debt by reference to the last instalment’s due date. Multiple orders or invoices are not automatically one instalment debt. List each obligation and any rescheduling separately; review older transactions for temporal-law issues because the Civil Code took effect on 1 January 2021.

3. A payment demand needs evidence of its content and arrival

Civil Code Article 195 includes a creditor’s demand for performance among events that interrupt limitation, after which the period is recalculated as the law provides. Article 8 of the SPC Provisions on Limitation of Actions in Civil Cases, as amended by Fa Shi [2020] No. 17 with effect from 1 January 2021, addresses letters and electronic messages that reach or should reach the obligor. An unsent draft or an internal accounts-receivable reminder does not prove that event.

A useful demand identifies the creditor and debtor, the contract or orders, the amount and currency sought, and the obligation to be performed. A general request for a business update may not clearly assert the payment or refund claim. Keep the original email with attachments and headers, the complete chat export, delivery records, replies and, for post, material connecting the contents to the delivery receipt. A cropped screenshot showing only a date is a weak record of what was demanded and from whom.

Verify that the address or account belongs to the debtor or an appropriate recipient, and retain evidence of the recipient’s role. The interpretation specifically addresses authorised recipients and a legal person’s responsible mail-receiving department for directly delivered documents. A familiar salesperson, an unrelated collecting company or a group-company address should not be treated as interchangeable without evidence. Where delivery is uncertain or a deadline is near, assess another evidenced channel and the appropriate proceedings promptly.

4. Read the debtor’s response precisely, especially if time may have expired

Article 195 also recognises the obligor’s agreement to perform. Article 14 of the same SPC provisions identifies conduct such as partial performance, requesting an extension, providing security or making a repayment plan. Preserve the complete exchange and payment records so the specific debt, scope of acknowledgement and speaker’s authority can be assessed. A statement that someone will investigate the account is not necessarily a promise to pay it.

Interruption during a running period and the effect of conduct after expiry are different questions. Under Civil Code Article 192 and Article 19 of the provisions, agreement to perform after expiry or a new agreement about the original debt can affect reliance on a limitation defence. A creditor’s unilateral reminder after expiry does not automatically revive the claim. Nor should a small payment be assumed, without examining its allocation and context, to acknowledge every disputed invoice.

Article 197 does not permit parties simply to rewrite statutory limitation periods or calculation rules. A negotiated extension of payment time therefore needs to be reviewed for its actual contractual and limitation effects. See the separate instalment-payment guide for debt confirmation, concessions and default terms.

5. Keep defect notices, termination and proceedings on separate calendars

A four-year limitation period is not permission to wait four years before complaining about defective goods. CISG Article 39, where applicable, requires notice specifying the non-conformity within a reasonable time and generally contains a two-year outer limit from actual handover, subject to its terms and relevant exceptions. PRC Civil Code Article 621 has its own inspection and notice rules. These regimes must be assessed separately, as explained in the inspection and defect-notice guide. The official CISG text is available from UNCITRAL.

Termination rights, contractual procedures and any guarantee-related deadline also require separate review. Article 195 recognises litigation or arbitration as interruption events, but the correct respondent, valid arbitration clause or court jurisdiction, submission requirements and proof of submission still matter. Sending documents to a lawyer is not itself filing a claim. Record an internal action date early enough to address missing authority documents, translations and filing problems instead of relying on the final day.

6. Prepare five evidence groups for a focused deadline review

Evidence group	What it should help establish
Contract and party identity	Seller, buyer, goods, applicable law, court or arbitration clause, and any separate recipient or guarantor.
Payment and delivery timeline	Due dates, transfers, delivery or non-delivery, acceptance conditions, and the basis and due date of a refund.
Demands and delivery evidence	Exact content, sender, recipient, date, attachments and evidence that the demand reached or should have reached the obligor.
Replies and performance	Acknowledgements, partial payments, requests for more time, settlement proposals and the debts they actually concern.
Procedural history	Any court or arbitration submissions, receipts, outcomes and termination of proceedings; distinguish prepared documents from submitted ones.

Concerned that an unpaid invoice or supplier-refund claim is becoming old? An initial enquiry can state the counterparty’s registered name, goods, amount and currency, key dates, and the latest demand and response. A focused review can assess the applicable deadline, evidential gaps and available negotiation, litigation or arbitration steps. Necessary documents can then be reviewed, with service scope and fees agreed before engagement.

See cross-border business legal services and the consultation page, or email panjianxing46@gmail.com. An enquiry does not itself establish an engagement; no recovery or procedural outcome is promised.

Author: Jianxing Pan, lawyer and partner at Beijing Chang’an Law Firm, working in Beijing and Shenzhen. General information only; the deadline for an individual transaction must be checked against its documents and applicable law.

Cover: AI-generated conceptual illustration, not a photograph of an actual client, case or shipment.