Tips on a Corporation's Daily Management - China
February 21, 2013 By WiseLink Law Firm Shanghai
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Dispute raised by unsigned attachment annexed to a Contract.
Corporation A (Hereinafter as A) is a production & sales enterprise. A signed a Contract for Display Design and Manufacture(Hereinafter as Contract) with Corporation B (Hereinafter as B). B was obliged to provide the service of design and construct of the booth. Both A and B stamped and signed on the contract and both of them held an original. After B completed the work, A found B using spray-paint instead of stoving varnish appointed on the contract, without A’s permission. That deeply effected the quality of the booth. A had to use the booth to attend the exhibition the day next the completed day for the pressing time. A refused to pay for the last half of payment of the Contract. B submitted the case to arbitration.
B submitted the Contract, design drawing, site photos, etc to prove they fulfilled the terms and that A had accepted his work and asked for payment.
A submitted a Quotation sent by B which listed the name, size, unit price, quantity, total price,etc. of the materials. The Quotation showed that B must have used stoving varnish on the booth. A submitted an Opinion Letter of Rest Payment sent by B in which B admitted the problem of the booth and B agreed to reduce the payment. The purpose of A is to prove that the act of B’s changing the materials without A’s permission is a breach of the Contract.
The Quotation which is actually an annex of the Contract had never been signed as a part of the Contract even if the parties performed as per it. The Contract never mentioned the annex. It said A should check and accept the work according to the Contract and B should construct the booth according to the Contract.
However, B denied the Quotation and the Opinion Letter.
As the attorney agent ,we made the procedure of the form of the Quotation and the Opinion Letter clearly .The staff member of B sent the Quotation and the Opinion Letter to A via QQ. The staff member of A kept the documents in his hard disk driver. But the record of QQ was lost because of a re-driving system. It’s hard to prove the source of the two evidences.
We just had the print file of the Quotation and the Opinion Letter to submit to the arbitral tribunal.
Due to the dishonest of B by denying, the tribunal ruled there’s no agreement on the quality of the materials between the parties.
The case has been submitted to the Intermediate Court, even if we had adequate doubt to testify that B has hidden the key evidences. But we have to introspect that supposing A stamped on the Quotation or A responded the Opinion Letter after obtaining that or the Quotation was sent via email or ...
There are many familiar cases, such as, the Enterprise can’t obtain evidences that an Employee uses private email or takes away all documents saved in his own notebook, or transfers documents via QQ but loses the QQ record or forgets the password.
Tips on risks:
1. All the stuff shall use the Emails distributed by the Enterprise,and the manager can change the password.
2. All annexes shall be stamped when the contract is stamped.
3. Prohibit the use of private computers.
4. It’s better to prohibit the use of chat soft. If it is needed, only the enterprise QQ or the familiar software for Enterprise can be used. But the transfer of contract via QQ shall be forbidden.
When we talk about stoving varnish, you can connect it with piano paint, it is smooth, full and firm. And more it needs specific work in drying room. It needs much more time and cost than spray paint. Spray paint is easy and it can be field operated.
AUTHOR: Wiselink Law Firm
Copyright WiseLink Law Firm Shanghai
More information about WiseLink Law Firm Shanghai
Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
B submitted the Contract, design drawing, site photos, etc to prove they fulfilled the terms and that A had accepted his work and asked for payment.
A submitted a Quotation sent by B which listed the name, size, unit price, quantity, total price,etc. of the materials. The Quotation showed that B must have used stoving varnish on the booth. A submitted an Opinion Letter of Rest Payment sent by B in which B admitted the problem of the booth and B agreed to reduce the payment. The purpose of A is to prove that the act of B’s changing the materials without A’s permission is a breach of the Contract.
The Quotation which is actually an annex of the Contract had never been signed as a part of the Contract even if the parties performed as per it. The Contract never mentioned the annex. It said A should check and accept the work according to the Contract and B should construct the booth according to the Contract.
However, B denied the Quotation and the Opinion Letter.
As the attorney agent ,we made the procedure of the form of the Quotation and the Opinion Letter clearly .The staff member of B sent the Quotation and the Opinion Letter to A via QQ. The staff member of A kept the documents in his hard disk driver. But the record of QQ was lost because of a re-driving system. It’s hard to prove the source of the two evidences.
We just had the print file of the Quotation and the Opinion Letter to submit to the arbitral tribunal.
Due to the dishonest of B by denying, the tribunal ruled there’s no agreement on the quality of the materials between the parties.
The case has been submitted to the Intermediate Court, even if we had adequate doubt to testify that B has hidden the key evidences. But we have to introspect that supposing A stamped on the Quotation or A responded the Opinion Letter after obtaining that or the Quotation was sent via email or ...
There are many familiar cases, such as, the Enterprise can’t obtain evidences that an Employee uses private email or takes away all documents saved in his own notebook, or transfers documents via QQ but loses the QQ record or forgets the password.
Tips on risks:
1. All the stuff shall use the Emails distributed by the Enterprise,and the manager can change the password.
2. All annexes shall be stamped when the contract is stamped.
3. Prohibit the use of private computers.
4. It’s better to prohibit the use of chat soft. If it is needed, only the enterprise QQ or the familiar software for Enterprise can be used. But the transfer of contract via QQ shall be forbidden.
When we talk about stoving varnish, you can connect it with piano paint, it is smooth, full and firm. And more it needs specific work in drying room. It needs much more time and cost than spray paint. Spray paint is easy and it can be field operated.
AUTHOR: Wiselink Law Firm
Copyright WiseLink Law Firm Shanghai
More information about WiseLink Law Firm Shanghai
View all articles published by WiseLink Law Firm Shanghai
Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
