The factory writes that the shipment will leave two weeks late. Or the container arrives, you open the cartons, and some of the units are misprinted. This article starts at that moment and covers only what happens next. Prevention and scheduling are separate subjects, in preventing quality problems with a Vietnamese supplier and planning production lead time in Vietnam.
Inside your company, some people want the factory to remake everything and others say you have no choice but to accept the goods, and a decision is needed today. The way through is not to decide who is to blame. It is to compare money and time — and to recognise that what wins the negotiation afterwards is not the strength of your argument but the quality of your records.
💬 Already in the middle of a dispute? Tell us what happened and we can deal with the factory on the ground and see the goods for you.
Four separate decisions
Split the problem into four decisions — timing, the goods, the cost and the relationship — and take them in that order, because arguing about cost first leaves production and shipment frozen.
- Timing — wait, or buy time back with air freight.
- The goods — remake everything, sort and rework, or accept at a reduced price.
- The cost — the factory pays, you share it, or you recover it through the next order’s price.
- The relationship — leave this factory, or continue on tighter terms.
A late shipment: wait or fly?
Fly the goods if the extra freight cost is less than the gross margin you would lose plus any penalty your own customer would charge; if not, renegotiate the date with your customer.
On the cost side include more than the freight difference: repacking for air, re-issued documents and extra clearance charges. On the loss side, use gross margin, not revenue. Every figure depends on the product, the factory and the season, so run the calculation with your own numbers.
Then agree in writing who pays for the air freight before the goods fly. “Ship by air and we’ll sort out the cost later” ends the negotiation the moment the goods land, because your leverage has gone.
A defective lot: remake, sort or accept?
Decide by the type of defect, the days of stock you have left and the days a remake would take — not by the defect rate alone.
| Criterion | Remake the whole lot | Sort and rework | Accept at a reduced price |
|---|---|---|---|
| Type of defect | Affects function or safety | Cosmetic, or a minor marking issue | Cosmetic only, no effect on use |
| Stock left on hand | Lasts longer than a remake takes | Lasts longer than sorting takes | Nearly gone |
| Remake lead time | Fits the sales window | No remake needed | Would miss the window |
| Poor fit for | Products that cannot be sold late | Defects that sampling does not reliably catch | Products where appearance is the brand |
For defects that touch function or safety, drop the idea of sorting your way out; the cost of a recall after sale is of a different order. Label and marking defects are tied to legal requirements, so confirm whether relabelling is permitted before planning it.
Sorting in Vietnam avoids shipping defective units, but if the factory sorts against its own judgement, the same defects come back. Fix the acceptance criteria and the limit samples in writing, and put a third-party inspector on the sort. How inspection is set up is covered in pre-shipment inspection and AQL.
If you accept at a reduced price, do not open with a percentage. A percentage invites a counter-percentage and a war of attrition. Build the figure from four lines instead: the actual cost of sorting or rework; the loss of product value; associated costs such as repacking and storage; and the cost of handling your own customer. Presented as a table, the discussion becomes “do you accept each line or not”.
💬 We can quote a local sort, witness it and report in English. Ask about your lot.
Who pays: what the law actually gives you
Your home country’s supplier-protection rules do not reach a Vietnamese factory; the governing law is the contract’s chosen law or, for many cross-border sales, the UN Convention on Contracts for the International Sale of Goods — and both have notice deadlines.
Vietnam acceded to the CISG, which entered into force for Vietnam on 1 January 2017. Where both parties are in Contracting States and the contract has not excluded it, the CISG can apply to a sale of goods between them. Two of its rules matter most after a defect:
- Article 38 — the buyer must examine the goods, or have them examined, within as short a period as is practicable.
- Article 39 — the buyer loses the right to rely on a lack of conformity if it does not give notice specifying the nature of the defect within a reasonable time after discovering it, or when it ought to have discovered it, and in any event within two years of the goods being handed over, unless a contractual guarantee period says otherwise.
If Vietnamese law governs, Article 318 of the Commercial Law 2005 sets the complaint periods where the contract is silent: three months from delivery for quantity, six months from delivery for quality (or three months from the end of a warranty period), and nine months for other breaches.
| Governing rule | Deadline | Runs from |
|---|---|---|
| CISG, Article 39(1) | A reasonable time | Discovery, or when the defect ought to have been discovered |
| CISG, Article 39(2) | Two years at the latest | Actual handing over of the goods |
| Commercial Law 2005, Article 318 — quantity | Three months | Delivery |
| Commercial Law 2005, Article 318 — quality | Six months, or three months after warranty ends | Delivery, or end of warranty |
| Commercial Law 2005, Article 318 — other breaches | Nine months | When the obligation should have been performed, or end of warranty |
All of these apply only where the contract has not agreed its own periods. Checked against the Convention text and published summaries of the Commercial Law on 17 October 2026; for a real dispute, take advice from a lawyer qualified in the governing law.
In practice the outcome usually lands in one of three places. Where the cause lies in the factory’s process control and you still hold part of the payment, ask for the full cost. Where a misread specification is part of the story, a split is realistic. Where your own instruction contributed, or there is no alternative supplier, absorb the cost and recover it through the next order’s price.
The records that decide the negotiation
Most long disputes are not weak on argument but short on evidence; secure five things within the first few days.
- Keep the goods. Do not let defective units be returned or destroyed. Without a single unit left, there is nothing to negotiate about.
- Photograph them properly. Lot number, production date and carton number in the same frame as the defect.
- Fix the numbers. Total lot size, how many were checked, how many failed — and, if you sampled, the sampling plan under ISO 2859-1 and the sample size.
- Write an inspection report. State the acceptance criterion and who judged. A third-party report is stronger still.
- Send the notice. The deadlines above run whether or not your internal review has finished.
Put any verbal agreement in writing the same day. A message on a chat app saying “we will fix it” can later be read several ways. Send an email in English with a Vietnamese version, and treat the agreement as complete only when the factory replies to it.
Your biggest lever is the payment term. If the balance is unpaid, the problem can be settled by set-off or reduction; if you paid in full before inspection, you are negotiating uphill. Deposit size, payment on inspection pass and a retention are what protect you next time; see payment terms with a Vietnamese supplier. Ask for the corrective action in writing, and check its effect on the next lot.
Vietnam-specific factors
Some delays and start-up defects are structural rather than the fault of one factory, and recognising them shortens the argument.
The Lunar New Year (Tết) holiday, whose official dates the government sets each year, brings a rush before the break and staff changes after it; a lot that straddles the holiday carries both risks. Redesigning the schedule usually solves more than assigning blame; see planning production around Tết.
Where the factory has outsourced a process — plating, heat treatment, printing — ask at once which process was done where. Responsibility blurs at each handover, and what to check on a first visit to a Vietnamese factory shows how to find out in advance.
Choose the setting as well as the argument. Establish the facts with the people involved, in a small meeting, and discuss cost separately with the person who has authority to decide. Naming individuals in front of a large group tends to stop the fact-finding itself.
💬 For each project we find, vet and manage the Vietnamese manufacturer — and when a lot goes wrong, we deal with it on the ground. See sourcing from Vietnam.
Frequently asked questions
1. Can I claim damages for a late delivery?
It depends heavily on whether the contract has a late-delivery clause. In practice, proving the loss and collecting it are the hard parts; set-off against the unpaid balance or an adjustment on the next order usually recovers more than a claim.
2. I paid in full before inspection. Is there anything left to do?
Your leverage is lower, but not gone. Assemble the evidence, send notice within the deadline, and link the remedy to the next order. From the next order, make an inspection pass a condition of payment.
3. When should I leave the factory?
When the cause cannot be identified and the explanation keeps changing, when no written corrective action is produced, and when the same defect recurs in the next lot. With all three, it is time to start a replacement.
4. Does the CISG apply automatically?
It can apply to a sale of goods between parties in Contracting States unless the contract excludes it or chooses a law that displaces it. Check what your contract says about governing law.
5. How long do I have to complain under Vietnamese law?
If the contract is silent and Vietnamese law governs, Article 318 of the Commercial Law 2005 gives three months from delivery for quantity and six months for quality, or three months from the end of a warranty period. Send notice early regardless.
Sources: United Nations Convention on Contracts for the International Sale of Goods, Articles 38 and 39 (in force for Vietnam from 1 January 2017); Commercial Law No. 36/2005/QH11, Article 318; ISO 2859-1. Checked on 17 October 2026.