In cross-border trade with Vietnam, delivery obligations are one of the most critical parts of any commercial contract. Yet in practice, many foreign companies face the same frustrating situation: the Vietnamese partner fails to deliver goods as agreed.
The breach may take many forms. Delivery is delayed without clear justification. Goods are delivered only partially. Quality does not match contractual specifications. Or worse, payment has already been made and the supplier stops responding.
When this happens, the key question is not only what went wrong, but what should be done next to protect your legal and commercial interests.
Delivery-related disputes are common in:
Sale of goods contracts
Manufacturing and OEM arrangements
Sourcing and procurement agreements
Long-term supply contracts
In many cases, Vietnamese partners accept orders and payments even when:
Production capacity is insufficient
Cash flow problems already exist
Subcontractors fail to perform
Without early legal control, these risks often surface only after delivery deadlines have passed.
Many foreign companies tolerate repeated delays because they believe:
Delays are common in emerging markets
The supplier will eventually deliver
Pressing too hard may damage the relationship
However, legally speaking, uncontrolled tolerance can weaken your position. Silence or informal acceptance of delays may later be used to argue that the delivery timeline was flexible or renegotiated.
The earlier the issue is addressed legally, the stronger your leverage remains.
Before taking action, the contract must be reviewed in detail.
Key questions include:
Is the delivery deadline clearly defined?
Are delivery milestones or schedules specified?
Are penalties or damages for late delivery included?
Does the contract allow termination for non-delivery?
Is force majeure defined clearly?
What law governs the contract and how are disputes resolved?
Many disputes escalate simply because contracts were drafted without considering enforceability under Vietnamese law.
Not every delivery delay automatically constitutes a legal breach.
Under Vietnamese law, the assessment depends on:
Whether deadlines are firm or indicative
Whether grace periods apply
Whether valid force majeure events exist
Whether partial delivery satisfies contractual obligations
A proper legal assessment helps determine:
Whether the supplier is already in breach
Whether formal notice is required
What remedies are legally available
Acting without this assessment may lead to procedural mistakes later.
Evidence is often the weakest link in delivery disputes.
Foreign companies frequently lack:
Clear written confirmation of delivery deadlines
Formal records of missed delivery
Proper documentation of communications
Once disputes escalate, missing or informal evidence can significantly reduce recovery chances.
Early legal guidance ensures:
Delivery failures are formally recorded
Communications are structured safely
Payment and contract performance are clearly documented
Repeated informal reminders are rarely effective.
A proper legal notice should:
Clearly state the delivery breach
Cite relevant contract provisions
Demand delivery within a fixed deadline or request remedies
Preserve the right to terminate and claim damages
Poorly drafted notices—or no notice at all—often weaken later claims in arbitration or court proceedings.
In many cases, a strong legal notice alone is enough to trigger compliance or serious negotiation.
Vietnamese suppliers often propose:
New delivery schedules
Partial delivery as a compromise
Informal promises of future performance
While negotiation is sometimes necessary, unstructured renegotiation can erase your legal leverage.
Without legal oversight, renegotiation may:
Reset contractual deadlines
Waive existing breach claims
Reduce damage or penalty rights
Any adjustment should be documented carefully with legal support.
Before escalating to litigation or arbitration, businesses must consider enforcement reality.
Key questions include:
Does the supplier have assets in Vietnam?
Are those assets traceable and enforceable?
Is court litigation or arbitration more suitable?
Winning a case without enforcement often results in no real recovery.
A sound strategy considers enforcement before, not after, legal proceedings begin.
Depending on the contract, disputes may be resolved through:
Commercial arbitration
Vietnamese courts
Filing in the wrong forum can lead to dismissal, delay, and unnecessary costs.
Legal advice is essential to avoid jurisdictional and procedural risks.
In practice, enforcement often fails because:
Legal action is taken too late
Contracts are vague or poorly drafted
Evidence is informal or incomplete
Enforcement strategy is ignored
These failures are usually preventable with early legal involvement.
Many businesses engage lawyers only when delivery has already failed completely.
This reactive approach leads to:
Higher legal costs
Limited options
Repeated disputes with different suppliers
Delivery risk is rarely a one-time issue.
Ongoing legal consultancy allows businesses to:
Draft delivery clauses that are enforceable in Vietnam
Monitor performance and identify early warning signs
Intervene legally before delays become breaches
Preserve leverage throughout the contract lifecycle
Instead of reacting to crises, companies manage delivery risk proactively.
Companies that rely on Vietnamese suppliers face cumulative delivery risk.
Without continuous legal oversight:
Minor delays escalate into major losses
Recovery becomes harder over time
Legal exposure increases unnoticed
Preventive legal management is essential for sustainable operations in Vietnam.
DEDICA provides ongoing legal consultancy services and dispute support for foreign and FDI companies facing delivery breaches by Vietnamese partners.
DEDICA assists clients by:
Reviewing and structuring delivery obligations in contracts
Assessing breach and legal remedies
Drafting legal notices and negotiation strategy
Representing clients in arbitration and Vietnamese courts
Advising on enforcement and asset recovery
DEDICA’s approach focuses on early intervention, enforceability, and cost control, not prolonged disputes.
When a Vietnamese partner breaches delivery obligations, the situation is serious—but it does not have to result in total loss.
The outcome depends on:
How early legal strategy is applied
How contracts and evidence are handled
Whether enforcement is planned from the beginning
By engaging ongoing legal consultancy, businesses can significantly improve compliance, recovery prospects, and long-term risk control when working with Vietnamese partners.
📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)
🕒 Working Hours: Monday – Friday (8:30 – 18:00)
Contact us today for a free initial consultation with our experienced lawyers!
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