Ningbo Building Materials Do Not Match the Agreed Specifications: What Are Your Options?

When importing building materials from China, buyers often rely on product specifications agreed through a purchase contract, ProForma Invoice (PI), quotation, technical drawings, samples, or written communications.

A dispute may arise when the materials delivered by the Chinese supplier do not match the agreed specifications. The differences may involve dimensions, materials, strength, color, finish, fire rating, technical performance, quantity, or other quality requirements.

If the materials have already been shipped or delivered, the buyer may face additional problems, including installation delays, additional transportation costs, replacement costs, and potential losses from downstream customers.

The appropriate response depends heavily on the contract, the evidence available, and the nature and extent of the non-conformity.

1. First Determine What Was Actually Agreed

The first question is not simply whether the products are “different.” The key question is whether the supplier was legally required to provide products meeting the particular specifications claimed by the buyer.

Relevant documents may include:

• Purchase contracts;
• ProForma Invoices;
• Quotations;
• Purchase orders;
• Technical specifications;
• Product drawings;
• Samples;
• Inspection reports;
• Product photographs;
• Emails and WhatsApp messages;
• WeChat communications;
• Packaging and labeling requirements; and
• Previous agreements or established purchasing practices.

For example, if the buyer ordered aluminum doors with a specific thickness, material grade, dimensions, and surface treatment, evidence showing those requirements were accepted by the supplier may be important in establishing non-conformity.

A specification appearing only in the buyer’s internal document may have limited value if the supplier never accepted it.

2. Compare the Delivered Products With the Agreed Specifications

The next step is to identify the specific differences between the agreed requirements and the products actually delivered.

A useful comparison may look like this:

Where possible, the buyer should obtain objective evidence from an independent inspection company, laboratory, engineer, architect, or other qualified professional.

Photographs alone may demonstrate an obvious difference, but technical disputes often require more substantial evidence.

3. Do Not Immediately Modify or Install the Products

If the materials are defective or do not conform to the agreed specifications, buyers should generally preserve the evidence before modifying, processing, installing, or reselling the products.

For example, if defective tiles have already been installed, it may become more difficult to determine their original condition and demonstrate the extent of the supplier’s non-conformity.

Before taking substantial corrective action, consider:

1. Photographing the products and packaging;
2. Recording product labels and batch numbers;
3. Preserving samples;
4. Conducting an independent inspection;
5. Preserving relevant communications; and
6. Documenting additional costs caused by the problem.

This evidence can become important during negotiations or litigation.

4. Notify the Chinese Supplier Promptly

The buyer should normally notify the supplier as soon as the discrepancy is discovered.

The notice should clearly identify:

• The relevant order or contract;
• The agreed specifications;
• The actual specifications;
• The specific discrepancies;
• The supporting evidence;
• The consequences of the discrepancy; and
• The remedy requested by the buyer.

A clear written notice is generally more useful than a series of informal messages such as “the products are not correct.”

The buyer should also avoid making unnecessary statements that could later be interpreted as accepting the products.

5. Possible Remedies

Depending on the contract and applicable law, several remedies may be available.

Replacement

If the products cannot reasonably be used for their intended purpose, the buyer may request replacement with conforming products.

Replacement may be particularly appropriate where the supplier can manufacture the correct products and the cost and time involved are commercially reasonable.

The parties should also address who will bear:

• Manufacturing costs;
• Transportation costs;
• Customs-related costs;
• Inspection costs;
• Return shipping costs; and
• Other reasonable expenses.

Price Reduction

If the products can still be used despite the discrepancy, the buyer may consider negotiating a price reduction.

For example, materials with a lower specification may still have some commercial value. In such circumstances, accepting the products with an appropriate price adjustment may be more practical than returning the entire shipment.

Refund

A refund may be appropriate where the goods are materially different from what was ordered or cannot reasonably be used.

The buyer may also need to consider whether the supplier should refund transportation and other related expenses, depending on the circumstances and applicable legal rules.

Reimbursement of Losses

In some circumstances, the buyer may have a claim for additional losses caused by the supplier’s breach.

Potential losses may include:

• Inspection expenses;
• Additional transportation costs;
• Replacement procurement costs;
• Storage costs;
• Reasonable disposal costs; and
• Certain downstream losses, where legally recoverable.

Whether a particular loss can be recovered depends on the contract, applicable law, causation, foreseeability, and available evidence.

6. Check the Contract for Inspection and Acceptance Provisions

Building-material contracts often contain provisions dealing with inspection, acceptance, claims, or defects.

For example, a contract may specify:

• A period within which defects must be reported;
• A particular inspection procedure;
• An agreed inspection institution;
• Acceptance standards;
• A procedure for rejecting products;
• Warranty periods; or
• Limitations on liability.

These provisions can significantly affect the buyer’s position.

Therefore, before sending a formal demand to the supplier, the buyer should carefully review the relevant contractual provisions.

7. The Payment Status May Also Matter

The buyer’s negotiating position may be different depending on whether the purchase price has been fully paid.

If part of the purchase price remains unpaid, the buyer may have additional leverage in negotiating a resolution. However, withholding payment should not be done automatically. The buyer should first determine whether the contract permits such action and whether withholding payment could itself constitute a breach.

If the entire purchase price has already been paid, the buyer may need to pursue replacement, refund, damages, or another contractual remedy.

8. Consider Whether the Products Can Be Returned to China

Returning building materials to China is not always commercially practical.

The buyer should consider:

• Return transportation costs;
• Customs procedures;
• Storage costs;
• Whether the supplier will actually accept the returned goods;
• Whether the goods can be resold;
• Whether the products can be repaired or modified; and
• Whether replacement is economically preferable.

In some cases, a negotiated price reduction may be more efficient than physically returning a large shipment.

9. A Formal Lawyer’s Letter May Be Appropriate

If the supplier refuses to acknowledge the discrepancy or stops responding, a formal demand letter from a Chinese lawyer may be useful.

A properly prepared letter can set out:

1. The contractual relationship;
2. The agreed specifications;
3. The identified non-conformities;
4. The supporting evidence;
5. The buyer’s legal position;
6. The remedies requested; and
7. A deadline for the supplier to respond.

The objective is not necessarily to start litigation immediately. In many commercial disputes, a clear and legally supported demand can provide a basis for settlement negotiations.

10. Litigation or Arbitration May Be Available

If negotiation fails, the buyer may consider formal dispute resolution.

The appropriate forum depends on the dispute-resolution clause and the circumstances of the transaction.

The contract may provide for:

• Litigation in a Chinese court;
• Arbitration in China;
• Arbitration in another jurisdiction; or
• Another agreed dispute-resolution mechanism.

Before commencing proceedings, it is important to determine whether the chosen court or arbitral tribunal has jurisdiction and whether a resulting judgment or arbitral award can be effectively enforced against the supplier’s assets.

11. Evidence Is Often the Most Important Issue

In a specification dispute, the legal issue may appear straightforward: the buyer ordered one product and received another.

However, the practical question is often whether the buyer can prove what was actually agreed.

Important evidence may include:

• Signed contracts;
• ProForma Invoices;
• Purchase orders;
• Technical drawings;
• Approved samples;
• Inspection reports;
• Supplier quotations;
• Emails;
• WeChat messages;
• WhatsApp messages;
• Payment records;
• Shipping documents;
• Photographs and videos; and
• Expert or laboratory reports.

The buyer should preserve the original electronic communications where possible rather than relying exclusively on screenshots.

12. What Should You Do If You Discover the Problem?

A practical response may be:

Step 1: Stop unnecessary use, installation, modification, or resale of the disputed products.

Step 2: Preserve photographs, videos, samples, packaging, labels, and relevant documents.

Step 3: Collect the documents showing the specifications originally agreed with the supplier.

Step 4: Obtain an independent inspection or technical assessment where appropriate.

Step 5: Notify the supplier in writing and clearly identify the non-conformities.

Step 6: Decide what remedy is commercially acceptable: replacement, refund, price reduction, repair, or compensation.

Step 7: If the supplier refuses to resolve the matter, consider a formal lawyer’s demand letter and potential litigation or arbitration.

Conclusion

A Chinese supplier delivering building materials that do not match the agreed specifications does not necessarily mean that the buyer has no practical remedy.

The buyer’s position will usually depend on three fundamental questions:

What was actually agreed?

What was actually delivered?

What evidence can prove the difference?

The earlier the buyer preserves evidence and formally addresses the discrepancy, the easier it may be to protect its contractual and legal rights.

If you have received building materials from a Chinese supplier that do not match the agreed specifications, a review of the contract, PI, technical specifications, communications, inspection evidence, and shipping documents can help determine the available options and the appropriate next step.

Legal Contributors

Legal professionals contributing to this article and related legal analysis.

Qiang Lyu

Attorney-at-law (PRC) ｜ Cross-Border Dispute Resolution

Qiang Lyu focuses on cross-border commercial dispute resolution, China supply chain disputes, international trade litigation, and foreign-related debt recovery matters. He has represented and assisted clients from the United States, Japan, South Korea, and Europe in disputes involving Chinese manufacturers, suppliers, and international business transactions.

His practice also includes China company law, intellectual property matters, and commercial contract disputes involving foreign-invested businesses and cross-border commercial activities.

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