Chinese Supplier Claims Force Majeure: Must You Accept Delay or Lose Your Refund?
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A supplier’s force-majeure notice does not by itself extend every delivery deadline or remove a buyer’s refund rights. The questions are what prevented performance, whether the governing rule excuses that failure, and which remedies remain available. A genuine external event and a legally sufficient exemption are different findings.
This guide concerns commercial goods purchases from mainland Chinese suppliers. It focuses on a supplier invoking a storm, closure, transport interruption or upstream disruption after accepting an order. It does not assume that any particular event qualifies, or that the buyer can immediately cancel or stop paying.
1. Identify the obligation, contract clause and governing law
Start with the agreed delivery event: dispatch, handing goods to a carrier and arrival at the destination are not interchangeable. Check the deadline, accepted extensions, required buyer approvals or payments, and any force-majeure clause. Read its defined events, causal requirements, notice process, mitigation duties and consequences together. Merely listing an event does not answer whether it affected this order in the required way.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) may govern a qualifying sale between parties with relevant places of business in different Contracting States, subject to scope, declarations and any effective exclusion. China retains a declaration concerning Article 1(1)(b); nationality or the supplier’s Chinese address alone is insufficient. A general choice of Chinese law is not automatically an exclusion of the CISG. Article 6 permits contractual variation within its limits. Where Chinese domestic law governs the issue, examine the Civil Code separately; do not combine favourable parts of both regimes without an applicability analysis.
2. Under CISG Article 79, require an order-specific explanation
Article 79(1) requires the party seeking exemption to prove that its failure was caused by an impediment beyond its control which it could not reasonably have been expected to take into account when contracting, or to avoid or overcome, including its consequences. Evidence that an event occurred somewhere in a region is therefore only a starting point. The relevant dates, affected production or transport step, available alternatives and contractual allocation of risk matter.
Where failure is due to a third person engaged to perform all or part of the contract, Article 79(2) requires both the contracting party and that third person to satisfy the relevant exemption test. The role of an upstream business needs examination before treating it as such a third person. An upstream failure, higher input price or reduced profit does not, without more, establish exemption.
Article 79(3) limits the exemption to the period during which the impediment exists. Under Article 79(4), notice must identify the impediment and its effect on the ability to perform. If the buyer does not receive it within a reasonable time after the supplier knew or ought to have known of the impediment, the supplier is liable for damage resulting from that non-receipt. Preserve receipt evidence as well as the message. Failure to notify is not a sound basis for assuming that every loss from the underlying event automatically becomes recoverable.
3. Under Chinese domestic law, distinguish force majeure from hardship
Civil Code Article 180 defines force majeure by reference to objective circumstances that are unforeseeable, unavoidable and insurmountable. Article 590 ties partial or complete exemption to the actual effect of force majeure, subject to contrary legal provisions. It requires timely notice to reduce possible loss and proof within a reasonable period. An event occurring after a party is already in delay does not excuse its breach under that provision. Put the agreed due date, actual delay, event onset and notice on one timeline.
Article 533 addresses a separate situation: an unforeseeable fundamental change in the contract’s underlying conditions, outside ordinary commercial risk, which makes continued performance manifestly unfair to one party. The affected party may seek renegotiation; if this fails within a reasonable period, it may ask the court or arbitral institution to modify or terminate the contract. It is not a general permission to increase the price or abandon delivery unilaterally. Cost escalation must be examined against the applicable rule and facts, rather than automatically accepted as force majeure or dismissed without analysis. Do not simply import Article 533 into a CISG dispute.
4. Request evidence that connects the event to the failure
| Point to establish | Useful records and questions |
|---|---|
| Event and timing | Dated closure orders, carrier notices or other verifiable event records; when did the event begin and end, and what was already overdue? |
| Impact on this order | The affected facility, goods, production stage or shipment; which contractual obligation became impossible or obstructed, and for how long? |
| Alternatives and response | Available stock, alternative routes or performance arrangements considered, their practical feasibility and the measures actually taken. |
| Notice and agreed changes | The complete notice, attachments, dispatch and receipt records, proposed new delivery plan, and any accepted extension or reservation of rights. |
A certificate or general announcement should be checked for its issuer, scope and dates, then compared with the contract and order records. It does not itself resolve causation, risk allocation or every available remedy. Keep original emails and chat exports with attachments; retain translations alongside originals. Avoid filling evidence gaps with assumptions about a region, industry or supplier’s intentions.
5. Separate exemption from termination, restitution and damages
CISG Article 79(5) preserves rights other than damages under the Convention. An exemption therefore does not by itself prevent avoidance or restitution, but those remedies still require their own conditions. Articles 25 and 49 address fundamental breach and the non-delivery route involving an additional reasonable period; Article 26 requires a declaration by notice. After effective avoidance, Article 81 addresses restitution of what was paid or supplied and concurrent restitution where both parties must return performance. An assertion of force majeure alone neither cancels the contract nor establishes that the supplier may keep the advance.
Where the Civil Code applies, Article 563(1) permits termination where force majeure prevents achievement of the contract’s purpose. A temporary disruption does not automatically establish that condition. Articles 565 and 566 address termination notice and its consequences, including restitution as appropriate to performance and the contract. The existence and extent of any damages claim remain separate from the repayment issue; a right to request repayment is not proof that funds have been recovered.
Before agreeing a new schedule, record whether existing claims are reserved or settled and whether the extension affects any cancellation right. Do not stop an outstanding payment merely because the supplier used the words “force majeure”; review the payment obligation and any available withholding or suspension right first. CISG Article 80 also prevents reliance on the other party’s failure to the extent it was caused by one’s own act or omission. Preserve loss and mitigation records; CISG Articles 74 and 77 and Civil Code Article 591 require separate assessment where relevant.
6. Prepare a focused review before the next deadline
For an initial review, provide the parties’ legal names for conflict checking, relevant countries, signed order and terms, payment amount and date, promised delivery date, the supplier’s notice and proof, your reply, any proposed extension, and urgent deadlines. Explain the preferred practical outcome: delivery on a workable schedule, an agreed exit, a supported refund claim or assessment of a dispute in China.
After conflict and matter checks, the review can address the exemption evidence, notice wording, available remedies and the agreed court or arbitration route. The service scope, fees and engagement arrangements should be confirmed before representation begins. A consultation request does not itself establish an engagement or guarantee a refund.
Related guides: non-delivery and prepayment refunds; agreed damages for late delivery; replacement-purchase losses.
Cross-border business dispute services · Contact and initial information · panjianxing46@gmail.com
Official sources checked on 10 October 2026: CISG, particularly Articles 1, 6, 25–26, 47, 49, 74, 77 and 79–81; UNCITRAL status and declarations (entry into force for China: 1 January 1988); Civil Code of the People’s Republic of China, Articles 180, 533, 563, 565–566 and 590–591 (effective 1 January 2021); Law on the Application of Laws to Foreign-Related Civil Relations, Article 41 (effective 1 April 2011); and SPC Interpretation on International Treaties and International Usages, Fa Shi [2023] No. 15 (effective 1 January 2024).
General information, not a legal opinion on a specific order. Author: Jianxing Pan, Partner, Beijing Chang’an Law Firm. The cover is an AI-generated conceptual illustration, not a photograph of an actual client, case, event or shipment.
