When Taiwan law governs a chip supply contract, outsourcing promised testing does not by itself remove the supplier's responsibility for how that testing is performed. The agreement may nevertheless allocate responsibility differently under Civil Code Article 224.
A promise to deliver chips that meet agreed specifications differs from a promise to arrange a particular test. A failed result may accurately reveal defective chips; it does not establish that the laboratory tested them improperly.
Whose obligation was the laboratory performing?
Article 224 generally makes a debtor responsible for intentional or negligent conduct by its agent or performing assistant in fulfilling the obligation, as if the conduct were its own. Here, the supplier is the debtor of the promised performance. A laboratory carrying out testing owed by the supplier may qualify as its performing assistant, depending on its role in fulfilling that obligation.
The inquiry is therefore more specific than whether the laboratory belongs to another company. The purchase agreement and testing instructions can show who owed the testing, who engaged the laboratory, and what work it was assigned. If the buyer engaged the laboratory under a separate agreement, the allocation may differ. Nor does Article 224 itself make the laboratory a party to the buyer's supply contract.
The article expressly permits the parties to agree otherwise. Approval of an outside laboratory and an agreement excluding responsibility for its mistakes raise different questions. The wording and scope of any allocation need examination; neither permission to subcontract nor the laboratory's separate invoice answers every liability issue.
A testing error still needs a connection to the claim
An omitted test stage, use of the wrong specification revision, or a report for the wrong lot would raise different factual questions. The protocol, revision history, raw data and lot records can help establish whether the promised work was performed and whether a mistake affected the goods or the buyer's decision to release them.
Under Article 227, incomplete performance attributable to the debtor allows the creditor to exercise rights under the rules on delay or impossibility of performance. It also provides for compensation for other loss caused by incomplete performance. The applicable remedy still depends on its conditions. A disputed test report does not automatically entitle the buyer to cancel the order or recover every downstream charge.
Retesting costs, scrapped stock and a customer's production claim therefore call for separate explanations of the loss and its connection to the attributable failure. A laboratory's admission that it used the wrong setting may help establish an error while leaving the affected quantity and financial consequences unresolved.
What the liability clause can change
The Article 224 exception makes the agreed allocation material, but a supplier cannot agree in advance to exclude liability for its own intentional conduct or gross negligence under Article 222. That limit should not be turned into a blanket statement that every clause addressing an assistant's conduct is invalid.
Under Article 247-1, a clause reducing or excluding the drafter's responsibility may be invalid if it was preformulated for contracts of the same kind and is manifestly unfair in the circumstances. Being unfavorable to the buyer alone does not settle validity. Negotiated wording and the circumstances of agreement matter.
An initial Taiwan contract-dispute inquiry can describe the promised test, the alleged error and the clause invoked to deny responsibility. Confidential design and test files can follow through an agreed document channel.
Official sources checked: October 11, 2026. The cited Civil Code provisions are in force; the amendment history identifies pending provisions concerning other subjects. Chinese statutory text controls. This is general Taiwan legal information, not a finding of fault or an assessment of a particular contract or loss.
This article provides general information and is not legal advice on any individual matter.
