A wholly foreign-owned trading company sued a domestic supplier for delivering non-conforming goods that caused the loss of an overseas order. The court awarded actual damages but reduced the contractual penalty clause as excessively high.

The plaintiff, a WFOE founded by a Spanish investor, ordered ¥1.2 million of outdoor furniture from a Ningbo supplier for export to Europe, with a penalty clause of 50% of the contract value for quality breaches. Inspection found 40% of the goods used non-weatherproof materials. The European buyer cancelled, and the plaintiff claimed the ¥600,000 penalty plus ¥280,000 in actual losses.

The court found the supplier in fundamental breach. However, applying Article 585 of the Civil Code, it held the 50% penalty excessively higher than actual losses and adjusted it. The supplier was ordered to pay: (1) refund of ¥480,000 for defective goods; (2) compensation of ¥350,000 covering the lost order profit and re-procurement costs. The judgment confirmed that foreign-invested enterprises enjoy equal litigation status with domestic companies.

一家外商独资贸易公司诉国内供应商交付不合格货物导致海外订单损失。法院支持实际损失赔偿，但认定合同约定的违约金过高并予以调减。