Supplier Code of Conduct in International Commercial Contracts in an Era of Uncertainty

Perspective from China

Abstract

Supplier Codes of Conduct have become a standard instrument through which downstream companies transmit sustainability and human rights due diligence obligations to their upstream suppliers. This paper examines the enforceability and interpretation of such clauses in international commercial contracts from the perspective of Chinese suppliers, against a background of growing regulatory uncertainty. It situates these clauses within the CISG framework and analyses how they interact with Chinese law, in particular the Anti-Foreign Sanctions Law and related blocking measures. Through a typological analysis of disputes before Chinese courts, the article identifies the legal risks that arise when sustainability obligations collide with conflicting state mandates, and considers the implications for contract drafting and dispute resolution.