Chinese Supplier Offers to Repair Defective Goods: Can the Buyer Still Seek a Refund?
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A Chinese supplier’s offer to repair defective goods does not automatically defeat a refund claim. Equally, a buyer cannot assume that rejecting the offer creates a right to cancel the sale. The answer depends on the governing rules, the seriousness of the defect, the feasibility and timing of the proposed cure, and the notices already exchanged.
This guide concerns business-to-business goods purchases from mainland Chinese suppliers. Consumer returns, product injuries, recalls and claims against carriers require separate analysis. Legal sources checked on 7 October 2026.
1. Separate the defect, the repair proposal and the right to end the contract
First identify the agreed specifications, the affected batches, the tests performed and the seller’s actual proposal. “We will solve it” is different from an identified repair method, named technician, delivery date and agreed retesting standard. Preserve the original defect evidence before parts are replaced. Continue to meet inspection and notice requirements; repair discussions are not a reason to postpone a specific defect notice. See the inspection, notice and evidence guide.
Check whether the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies, considering the parties’ places of business, the transaction, any exclusion or variation and State declarations. China has been a party since 1 January 1988 and maintains a declaration concerning Article 1(1)(b). Choosing PRC law does not by itself necessarily exclude the CISG. Domestic-law questions require their own choice-of-law analysis. Sources: UNCITRAL status and declarations, the SPC treaty-application interpretation, Fa Shi [2023] No. 15, effective 1 January 2024, and Article 41 of the PRC Law on Application of Laws to Foreign-Related Civil Relations, effective 1 April 2011.
2. Under the CISG, a repair offer must satisfy substantive conditions
Article 48 permits the seller, subject to Article 49, to remedy a failure after the delivery date at its own expense. The proposed cure must avoid unreasonable delay, unreasonable inconvenience to the buyer and uncertainty over reimbursement of expenses the buyer advances. An indefinite promise or a demand that the buyer fund an unclear repair operation should therefore be examined, not treated as an automatic entitlement to unlimited attempts.
Assess the actual situation: spare-part availability, technician access, transport and customs arrangements, downtime, safety, and whether the repaired goods can meet the promised standard in a commercially usable timeframe. The seller’s ability to provide a compliant cure can matter when assessing the breach and available remedy. A failed first repair is relevant evidence, but does not create a universal rule of immediate termination.
Do not ignore a specific proposal. Under Article 48(2)–(4), a received request asking whether the buyer will accept performance, including a notice that performance will occur within a specified period, can restrict inconsistent remedies during that period if the buyer fails to respond within a reasonable time. Separately, fixing an additional period under Article 47 can restrict remedies during that period, subject to its exceptions, while preserving delay damages. Review the exact message before setting or accepting a deadline. See the official CISG text, Articles 47–49.
3. A refund, substitute goods and price reduction have different thresholds
For delivered defective goods, CISG Articles 25 and 49 require analysis of whether the breach substantially deprives the buyer of the contractual benefit, subject to the foreseeability qualification in Article 25. Article 49(1)(b)’s additional-period route concerns non-delivery; simply giving a defective-goods seller seven days to repair does not automatically convert every defect into a ground for avoidance. Article 26 requires notice of avoidance, and Article 49(2) imposes reasonable-time limits after delivery.
The buyer’s request for repair is governed by Article 46(3), including reasonableness and timely request requirements. A demand for substitute goods under Article 46(2) additionally requires a fundamental breach. These rules differ from the seller’s Article 48 cure proposal. Court-ordered specific performance also requires consideration of Article 28.
Rejecting a cure that meets the Convention’s conditions can affect other remedies. Article 50 restricts price reduction where the seller properly cures, or the buyer refuses performance offered in accordance with the relevant cure provisions. Damages remain subject to proof, foreseeability and mitigation under Articles 74 and 77. Successful repair does not automatically erase a supported claim for losses already caused, but the same loss cannot be recovered twice.
After valid avoidance, Article 81 addresses restitution. Returning the goods and recovering the price are connected obligations; a buyer should not assume it may keep or dispose of the goods and also obtain the entire price. Article 82 can affect avoidance and substitute-delivery rights where substantial restitution is impossible, subject to its express exceptions. Check these consequences before dismantling, reselling or destroying stock.
4. Under PRC domestic sales law, there is no universal repair-first rule
Where the PRC Civil Code governs the relevant issue, Article 617 refers quality remedies to Articles 582–584. Article 582 first looks to the agreed liability arrangement. Where that arrangement is absent or unclear and cannot be determined under Article 510, the injured party may reasonably select repair, reworking, replacement, return, price reduction or another listed remedy by reference to the goods and the extent of the loss. This is not an unrestricted right to demand any remedy, nor a general right for the seller to dictate repair indefinitely.
Article 610 permits rejection or termination where nonconforming quality prevents achievement of the contract’s purpose. Articles 563 and 565 also require examination of the basis and method of termination. Minor repairable defects do not automatically justify ending the whole contract. Article 583 preserves liability for remaining losses after performance or remedial measures; Article 584 limits damages by causation and foreseeability, and Article 591 requires appropriate mitigation. Source: PRC Civil Code, effective 1 January 2021.
5. Turn an acceptable repair proposal into a verifiable arrangement
If repair is commercially workable, record the arrangement with the actual contracting seller. The following are negotiation points, not terms that the law automatically inserts into every order.
| Point to settle | What the written arrangement should resolve |
|---|---|
| Scope and standard | Affected units and defects, repair or replacement work, and the contractual specification to be achieved. |
| Dates and access | Start and completion dates, technician arrangements, access to goods, and who coordinates shipping or customs. |
| Expenses | Parts, labour, freight, testing, storage and necessary advance payments; reimbursement evidence and payment timing. |
| Retesting and records | Agreed tests, sample identification, attendance, results and preservation of replaced parts or representative evidence. |
| Failure and reserved issues | What happens if the agreed cure fails, which existing loss claims remain disputed, and whether any settlement release takes effect only on stated conditions. |
A repair booking should not inadvertently become a broad “full and final settlement.” Conversely, a unilateral reservation does not override a release already agreed. Review the entire document, including acknowledgments of acceptance. Outstanding payment obligations also require separate assessment; see payment and inspection conditions.
6. Before accepting or rejecting, prepare a reasoned response
Reply through the agreed channels, identify the proposal and state whether it is accepted, requires clarification or is refused for specific reasons. Preserve the received message and attachments, technical findings, practical obstacles, alternative quotations and the seller’s response. A bare refusal or silence can be harder to defend than a documented explanation tied to timing, expense, safety and the promised performance.
Urgent action to prevent injury or expanding loss should not wait merely to create a perfect record. Document the urgency, retain feasible evidence and account for reasonable costs. If replacement procurement is being considered, coordinate it with termination and mitigation rather than assuming every purchase is recoverable; see replacement-purchase claims.
For a specific dispute, an initial summary should identify the Chinese seller, order value and amount paid, goods location, discovery and notice dates, repair proposals, any agreed extensions, and the outcome sought. Relevant contract and test records can then be scoped for review through cross-border business legal services or the consultation page, or by email to panjianxing46@gmail.com. Service scope and fees are discussed before engagement; recovery and completion dates are not guaranteed.
General legal information, not advice for an individual transaction. The cover is an AI-generated conceptual illustration, not a real client, case or shipment photograph.
Jianxing Pan, Lawyer and Partner, Beijing Chang’an Law Firm · Beijing / Shenzhen.
