“12-month warranty” — many assume this is prescribed by law. In fact: Vietnamese law sets no statutory “default” warranty period for goods under an ordinary sale contract. The warranty period is whatever the parties agree in the contract. This article explains why the law sets no general time limit, how to draft a warranty clause to avoid disputes, and distinguishes three commonly confused timelines: the warranty period, the quality complaint period (6 months) and the limitation period for lawsuits (2 years).
1. Why does the law set no general warranty period?
Neither the Commercial Law 36/2005/QH11 nor the Civil Code 91/2015/QH13 prescribes a default warranty period for all goods. The practical reason: goods are too diverse — a reasonable warranty for industrial machinery differs entirely from fast-moving consumer goods. The law respects the parties freedom of contract, intervening only through buyer-protecting timelines at other levels (complaints, lawsuits).
For consumer goods specifically: the Law on Protection of Consumer Rights 19/2023/QH15 (effective 1 July 2024) requires traders to honor warranties per their own commitments and announcements — still anchored in agreement/commitment, with no statutory default figure.
2. Drafting the warranty clause: five contents to include
To avoid disputes, a sale-contract warranty clause should cover five contents:
- Warranty period: state the months/years and the start date (delivery date, acceptance date, commissioning date…) — disputes often erupt because the clause says “12-month warranty” without saying from when;
- Warranty scope: which defects are covered (technical defects, material defects…), whether replacement parts are included;
- Warranty procedure: how the buyer notifies, the seller response and remedy deadlines;
- Costs: who bears repair, transport and replacement costs during the warranty period;
- Exclusions: non-covered cases (misuse damage, force majeure, unauthorized repairs…).
Sample clause: “The Seller warrants the Goods for 12 months from the date the Buyer signs the acceptance minutes. During the warranty period, the Seller shall repair or replace free of charge any manufacturer-attributable technical defects within 15 days of receiving the Buyer written notice. The warranty does not cover damage caused by the Buyer improper use or storage.”
3. Three commonly confused timelines: warranty – complaint – lawsuit
| Timeline | Basis | Period | Meaning |
|---|---|---|---|
| Warranty period | Contractual agreement | As agreed by the parties | Seller must repair/replace |
| Quality complaint period | Art. 318, Commercial Law | 6 months from delivery (3 months for quantity) | Buyer must complain in time or lose the right |
| Limitation period | Art. 319, Commercial Law | 2 years from when lawful rights/interests are infringed | Expiry bars the lawsuit |
A special rule in Article 318 of the Commercial Law: for goods under warranty, the quality complaint period is 3 months from the expiry of the warranty period (instead of 6 months from delivery). There is also a 9-month period for other contract breaches.
Timeline example: delivery on 1 January 2026, 12-month warranty (until 31 December 2026) → quality complaint deadline extends to 31 March 2027 (3 months after warranty expiry) → 2-year limitation running from when the right was infringed.
4. Buyer rights during the warranty period
Where goods are defective during the warranty period, the buyer may require the seller to: repair the goods; reduce the price; replace the goods; return the goods for a refund; and claim damages caused by the goods technical defects.
Frequently asked questions
Does the law prescribe a default 12-month warranty?
No. Vietnamese law sets no general default warranty period; the period is as agreed by the parties.
What is the quality complaint period?
6 months from delivery (3 months for quantity); for warranted goods: 3 months from warranty expiry (Art. 318, Commercial Law).
What is the limitation period for sale-of-goods disputes?
2 years from when lawful rights and interests are infringed (Art. 319, Commercial Law).
What if no performance time is agreed?
The “reasonable time” principle applies (Art. 434, Civil Code 2015) — to be cited cautiously, yielding no specific figure.
Sources
- Commercial Law 36/2005/QH11: Art. 318 (complaint period), Art. 319 (limitation period);
- Civil Code 91/2015/QH13: Art. 434 (reasonable time);
- Law on Protection of Consumer Rights 19/2023/QH15 (effective 1 July 2024): consumer-goods warranty per commitment.
Does your company need its sale-contract warranty clauses reviewed or a goods-quality dispute handled? Contact FLAT Law Firm for advice.
This article was prepared by the FLAW AI Legal Council and has been reviewed by the QA Council before submission to the owner for approval. General information as of 14 October 2026, not legal advice for any specific case, and not the opinion of a licensed human lawyer. Specialized goods (electronics, automobiles, pharmaceuticals…) may be subject to sector-specific rules.