How should a company handle a request for price reduction after goods have been delivered?

Foreign-invested enterprises and foreign companies doing business in Vietnam often face situations where Vietnamese partners unexpectedly request a price reduction after receiving the goods in full. The reasons may sound familiar: a difficult market, slow sales, minor defects, or even “maintaining a long-term relationship.”

In such cases, is the seller legally required to agree to a price reduction? Does refusing expose the company to risks of lawsuits or cooperation difficulties? And what is the proper approach that both complies with the law and protects commercial interests?

This article helps businesses clearly understand the legal nature of post-delivery price reduction requests, the potential risks of improper handling, and the practical solutions that DEDICA Law frequently applies in commercial contract disputes.

Requests for price reduction after delivery: legal nature and potential risks

In practice, many companies agree to price reductions simply out of concern for losing customers or triggering disputes. However, such requests are not always legally justified.

Contracts and delivery records determine the rights and obligations of the parties

Under Vietnamese commercial law, once goods have been delivered in the correct quantity and quality and confirmed by the buyer, the seller’s delivery obligation is basically fulfilled.

If:

• The contract does not allow price adjustments after delivery

• No quality complaint is made within the agreed time limit

• There is no evidence proving non-conformity of the goods

Then a unilateral request for a price reduction has no legal basis.

The risk lies in the fact that many businesses fail to thoroughly review contracts, overlooking “open” clauses on price adjustment, warranty, or complaints. These gaps may be exploited by counterparties to exert pressure.

Risks of improper handling

If a company reacts emotionally or without legal advice, it may face:

• Accepting a price reduction without obligation → loss of profit and bad precedent

• Rigid refusal → delayed payment or threats of litigation

• Uncontrolled negotiation → being forced to sign unfavorable contract addenda

This is why price-related commercial disputes are often more complex than they appear, especially for foreign businesses unfamiliar with Vietnam’s legal environment.

How should businesses respond to protect their interests and partnerships?

DEDICA Law has supported many companies in similar situations. The key issue is not whether to reduce the price, but to what extent, in what manner, and in exchange for what.

Review contracts and delivery documents before responding

Before replying, businesses should:

• Review clauses on quality, complaints, warranty, and price adjustment

• Examine delivery records and acceptance documents

• Assess whether the request is legally grounded or merely commercial pressure

In many cases, companies have no obligation to reduce prices but lack confidence due to insufficient legal analysis.

Conditional negotiation instead of absolute acceptance or refusal

If maintaining the business relationship is important, conditional negotiation is often optimal, such as:

• Price reduction tied to future bulk purchase commitments

• Partial cost support without amending the contract price

• Offering commercial discounts instead of formal price reductions

This approach helps companies:

• Avoid admitting legal liability

• Preserve the contract structure

• Maintain their bargaining position

When should a corporate lawyer be involved?

If the counterparty:

• Threatens legal action

• Withholds payment

• Requests signing an unfavorable contract addendum

Early involvement of corporate lawyers helps to:

• Assess litigation prospects

• Draft legally sound responses and avoid statement risks

• Represent negotiations to reduce tension and protect corporate image

DEDICA Law is often consulted at this stage to prevent disputes from escalating to court or arbitration.

DEDICA Law’s solutions for post-delivery price reduction disputes

Beyond legal advice, DEDICA Law provides comprehensive solutions, especially for FDI and foreign-invested enterprises.

Legal strategy aligned with business objectives

DEDICA does not approach cases purely as “right or wrong,” but considers:

• The level of financial interests to be protected

• The long-term value of the business relationship

• Legal risks if disputes persist

Based on this, lawyers propose the most suitable strategy—legally compliant, cost-effective, and reputation-protective.

Risk prevention for future contracts

After resolving disputes, DEDICA supports clients by:

• Standardizing complaint and price-adjustment clauses

• Designing strict delivery and acceptance procedures

• Providing ongoing legal consultancy to prevent recurrence

Many companies overlook this step, leading to repeated exposure to similar risks.

Requests for price reduction after delivery are not merely commercial issues but legal and strategic challenges. Poor preparation may lead to financial loss, weakened bargaining power, and future disputes.

Are you facing a similar issue?
Are you concerned about payment retention or legal threats?

Contact DEDICA Law for tailored legal strategies to protect your business interests from the outset.

📞 Hotline: (+84) 39 969 0012 (WhatsApp, WeChat & Zalo available)
🕒 Working hours: Monday – Friday (8:30 – 18:00)
Contact us today for a free initial consultation with our professional lawyers.