合同法英文版

CONTRACT LAW OF P. R. CHINA

Adopted and Promulgated by the Second Session of the Ninth National People‘s Congress on March 15, 1999.

Translated & Compiled by John Jiang & Henry Liu

GENERAL PRINCIPLES

Chapter One: General Provisions

Article 1 Purpose

This Law is formulated in order to protect the lawful rights and interests of contract parties, to safeguard social and economic order, and to promote socialist modernization.

Article 2 Definition of Contract; Exclusions

For purposes of this Law, a contract is an agreement between natural persons, legal persons or other organizations with equal standing, for the purpose of establishing, altering, or discharging a relationship of civil rights and obligations.

An agreement concerning any personal relationship such as marriage, adoption, guardianship, etc. shall be governed by other applicable laws.

Article 3 Equal Standing of Parties

Contract parties enjoy equal legal standing and neither party may impose its will on the other party.

Article 4 Right to Enter into Contract Voluntarily

A party is entitled to enter into a contract voluntarily under the law, and no entity or individual may unlawfully interfere with such right.

Article 5 Fairness

The parties shall abide by the principle of fairness in prescribing their respective rights and obligations.

Article 6 Good Faith

The parties shall abide by the principle of good faith in exercising their rights and performing their obligations.

Article 7 Legality

In concluding or performing a contract, the parties shall abide by the relevant laws and administrative regulations, as well as observe social ethics, and may not disrupt social and economic order or harm the public interests.

Article 8 Binding Effect; Legal Protection

A lawfully formed contract is legally binding on the parties. The parties shall perform their respective obligations in accordance with the contract, and neither party may arbitrarily amend or terminate the contract.

A lawfully formed contract is protected by law.

Chapter Two: Formation of Contracts

Article 9 Capacity; Contract through Agent

In entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts.

A party may appoint an agent to enter into a contract on its behalf under the law. Article 10 Forms of Contract; Writing Requirement

A contract may be made in a writing, in an oral conversation, as well as in any other form.

A contract shall be in writing if a relevant law or administrative regulation so requires.

A contract shall be in writing if the parties have so agreed.

Article 11 Definition of Writing

A writing means a memorandum of contract, letter or electronic message (including telegram, telex, facsimile, electronic data exchange and electronic mail), etc. which is capable of expressing its contents in a tangible form.

Article 12 Terms of Contract

The terms of a contract shall be prescribed by the parties, and generally include the following:

(i) names of the parties and the domiciles thereof;

(ii) subject matter;

(iii) quantity;

(iv) quality;

(v) price or remuneration;

(vi) time, place and method of performance;

(vii) liabilities for breach of contract;

(viii) method of dispute resolution.

The parties may enter into a contract by referencing a model contract for the relevant contract category.

Article 13 Offer-Acceptance

A contract is concluded by the exchange of an offer and an acceptance.

Article 14 Definition of Offer

An offer is a party‘s manifestation of intention to enter into a contract with the other party, which shall comply with the following:

(i) Its terms are specific and definite;

(ii) It indicates that upon acceptance by the offeree, the offeror will be bound thereby. Article 15 Invitation to Offer

An invitation to offer is a party‘s manifesta tion of intention to invite the other party to make an offer thereto. A delivered price list, announcement of auction, call for tender, prospectus, or commercial advertisement, etc. is an invitation to offer.

A commercial advertisement is deemed an offer if its contents meet the requirements of an offer.

Article 16 Effectiveness of Offer, Offer through Electronic Message

An offer becomes effective when it reaches the offeree.

When a contract is concluded by the exchange of electronic messages, if the recipient of an electronic message has designated a specific system to receive it, the time when the electronic message enters into such specific system is deemed its time of arrival; if no specific system has been designated, the time when the electronic message first enters into any of the recipient‘s systems is deemed its time of arrival.

Article 17 Withdrawal of Offer

An offer may be withdrawn. The notice of withdrawal shall reach the offeree before or at the same time as the offer.

Article 18 Revocation of Offer

An offer may be revoked. The notice of revocation shall reach the offeree before it has dispatched a notice of acceptance.

Article 19 Irrevocable Offer

An offer may not be revoked:

(i) if it expressly indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable;

(ii) if the offeree has reason to regard the offer as irrevocable, and has undertaken preparation for performance.

Article 20 Extinguishment of Offer

An offer is extinguished in any of the following circumstances:

(i) The notice of rejection reaches the offeror;

(ii) The offeror lawfully revokes the offer;

(iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance; (iv) The offeree makes a material change to the terms of the offer.

Article 21 Definition of Acceptance

An acceptance is the offeree‘s manifestation of intention to assent to an offer.

Article 22 Mode of Acceptance; Acceptance by Conduct

An acceptance shall be manifested by notification, except where it may be manifested by conduct in accordance with the relevant usage or as indicated in the offer.

Article 23 Timely Dispatch of Acceptance

An acceptance shall reach the offeror within the period prescribed in the offer. Where the offer does not prescribe a period for acceptance, the acceptance shall reach the offeror as follows:

(i) Where the offer is made orally, the acceptance shall be dispatched immediately, unless otherwise agreed by the parties;

(ii) Where the offer is made in a non-oral manner, the acceptance shall reach the offeror within a reasonable time.

Article 24 Commencement of the Period for Acceptance

Where an offer is made by a letter or a telegram, the period for acceptance commences on the date shown on the letter or the date on which the telegram is handed in for dispatch. If the letter does not specify a date, the period commences on the posting date stamped on the envelop. Where the offer is made through an instantaneous communication device such as telephone or facsimile, etc., the period for acceptance commences once the offer reaches the offeree.

Article 25 Contract Formed upon Effectiveness of Acceptance

A contract is formed once the acceptance becomes effective.

Article 26 Effectiveness of Acceptance

A notice of acceptance becomes effective once it reaches the offeror. Where the acceptance does not require notification, it becomes effective once an act of acceptance is performed in accordance with the relevant usage or as required by the offer.

Where a contract is concluded by the exchange of electronic messages, the time of arrival of the acceptance shall be governed by Paragraph 2 of Article 16 hereof. Article 27 Withdrawal of Acceptance

An acceptance may be withdrawn. The notice of withdrawal shall reach the offeror before or at the same time as the acceptance.

Article 28 Late Acceptance

An acceptance dispatched by the offeree after expiration of the period for acceptance constitutes a new offer, unless the offeror timely advises the offeree that the acceptance is valid.

Article 29 Delayed Transmission of Acceptance

If the offeree dispatched its acceptance within the period for acceptance, and the acceptance, which would otherwise have reached the offeror in due time under normal circumstances, reaches the offeror after expiration of the period for acceptance due to any other reason, the acceptance is valid, unless the offeror timely advises the offeree that the acceptance has been rejected on grounds of the delay.

Article 30 Acceptance Containing Material Change

The terms of the acceptance shall be identical to those of the offer. A purported acceptance dispatched by the offeree which materially alters the terms of the offer constitutes a new offer. A change in the subject matter, quantity, quality, price or remuneration, time, place and method of performance, liabilities for breach of contract or method of dispute resolution is a material change to the terms of the offer. Article 31 Acceptance Containing Non-material Changes

An acceptance containing nonmaterial changes to the terms of the offer is nevertheless valid and the terms thereof prevail as the terms of the contract, unless the offeror timely objects to such changes or the offer indicated that acceptance may not contain any change to the terms thereof.

Article 32 Time of Formation in Case of Memorandum of Contract

Where the parties enter into a contract by a memorandum of contract, the contract is formed when it is signed or sealed by the parties.

Article 33 Time of Formation in Case of Letters or Electronic Messages; Confirmation Letter

Where the parties enter into a contract by the exchange of letters or electronic messages, one party may require execution of a confirmation letter before the contract is formed. The contract is formed upon execution of the confirmation letter.

Article 34 Place of Formation; Electronic Messages

The place where the acceptance becomes effective is the place of formation of a contract.

Where a contract is concluded by the exchange of electronic messages, the recipient‘s main place of business is the place of formation of the contract; if the recipient does

not have a main place of business, its habitual residence is the place of formation of the contract. If the parties have agreed otherwise, such agreement prevails.

Article 35 Place of Formation in Case of Memorandum of Contract

Where a contract is concluded by a memorandum of contract, its place of formation is the place where the parties sign or seal the contract.

Article 36 Effect of Failure to Conclude Contract in Writing

Where a contract is to be concluded by a writing as required by the relevant law or administrative regulation or as agreed by the parties, if the parties failed to conclude the contract in writing but one party has performed its main obligation and the other party has accepted the performance, the contract is formed.

Article 37 Effect of Failure to Sign in Case of Memorandum of Contract

Where a contract is to be concluded by a memorandum of contract, if prior to signing or sealing of the contract, one party has performed its main obligation and the other party has accepted the performance, the contract is formed.

Article 38 Contract under State Mandatory Plan

Where the state has, in light of its requirements, issued a mandatory plan or state purchase order, the relevant legal persons and other organizations shall enter into a contract based on the rights and obligations of the parties prescribed by the relevant laws and administrative regulations.

Article 39 Standard Terms; Duty to Call Attention

Where a contract is concluded by way of standard terms, the party supplying the standard terms shall abide by the principle of fairness in prescribing the rights and obligations of the parties and shall, in a reasonable manner, call the other party‘s

a ttention to the provision(s) whereby such party‘s liabilities are excluded or limited, and shall explain such provision(s) upon request by the other party.

Standard terms are contract provisions which were prepared in advance by a party for repeated use, and which are not negotiated with the other party in the course of concluding the contract.

Article 40 Invalidity of Certain Standard Terms

A standard term is invalid if it falls into any of the circumstances set forth in Article

52 and Article 53 hereof, or if it excludes the liabilities of the party supplying such term, increases the liabilities of the other party, or deprives the other party of any of its material rights.

Article 41 Dispute Concerning Construction of Standard Term

In case of any dispute concerning the construction of a standard term, such term shall be interpreted in accordance with common sense. If the standard term is subject to two or more interpretations, it shall be interpreted against the party supplying it. If a discrepancy exists between the standard term and a non-standard term, the

non-standard term prevails.

Article 42 Pre-contract Liabilities

Where in the course of concluding a contract, a party engaged in any of the following conducts, thereby causing loss to the other party, it shall be liable for damages:

(i) negotiating in bad faith under the pretext of concluding a contract;

(ii) intentionally concealing a material fact relating to the conclusion of the contract or supplying false information;

(iii) any other conduct which violates the principle of good faith.

Article 43 Trade Secrets; Liability for Disclosure or Improper Use

A party may not disclose or improperly use any trade secret which it became aware of in the course of negotiating a contract, regardless of whether a contract is formed. If the party disclosed or improperly used such trade secret, thereby causing loss to the other party, it shall be liable for damages.

Chapter Three: Validity of Contracts

Article 44 Effectiveness of Contract

A lawfully formed contract becomes effective upon its formation.

Where effectiveness of a contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.

Article 45 Conditions Precedent; Conditions Subsequent; Improper Impairment or Facilitation

The parties may prescribe that effectiveness of a contract be subject to certain conditions. A contract subject to a condition precedent becomes effective once such condition is satisfied. A contract subject to a condition subsequent is extinguished once such condition is satisfied.

Where in order to further its own interests, a party improperly impaired the satisfaction of a condition, the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a condition, the condition is deemed not to have been satisfied.

Article 46 Contract Term

The parties may prescribe a term for a contract. A contract subject to a time of commencement becomes effective at such time. A contract subject to a time of expiration is extinguished at such time.

Article 47 Contract by Person with Limited Capacity

A contract concluded by a person with limited capacity for civil act is valid upon ratification by the legal agent thereof, provided that a contract from which such person accrues benefits only or the conclusion of which is appropriate for his age, intelligence or mental health does not require ratification by his legal agent.

The other party may demand that the legal agent ratify the contract within one month. If the legal agent fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.

Article 48 Contract by Unauthorized Agent

Absent ratification by the principal, a contract concluded on his behalf by a person who lacked agency authority, who acted beyond his agency authority or whose agency authority was extinguished is not binding upon the principal unless ratified by him, and the person performing such act is liable.

The other party may demand that the principal ratify the contract within one month. Where the principal fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.

Article 49 Contract by Person with Apparent Agency Authority

Where the person lacking agency authority, acting beyond his agency authority, or whose agency authority was extinguished concluded a contract in the name of the principal, if it was reasonable for the other party to believe that the person performing the act had agency authority, such act of agency is valid.

Article 50 Contract Executed by Legal Representative

Where the legal representative or the person-in-charge of a legal person or an organization of any other nature entered into a contract acting beyond his scope of authority, unless the other party knew or should have known that he was acting beyond his scope of authority, such act of representation is valid.

Article 51 Unauthorized Disposal of Property through Contract

Where a piece of property belonging to another person was disposed of by a person without the power to do so, such contract is nevertheless valid once the person with

the power to its disposal has ratified the contract, or if the person lacking the power to dispose of it when the contract was concluded has subsequently acquired such power. Article 52 Invalidating Circumstances

A contract is invalid in any of the following circumstances:

(i) One party induced conclusion of the contract through fraud or duress, thereby harming the interests of the state;

(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any third party;

(iii) The parties intended to conceal an illegal purpose under the guise of a legitimate transaction;

(iv) The contract harms public interests;

(v) The contract violates a mandatory provision of any law or administrative regulation.

Article 53 Invalidity of Certain Exculpatory Provisions

The following exculpatory provisions in a contract are invalid:

(i) excluding one party‘s liability for personal injury caused to the other party;

(ii) excluding one party‘s liability for property loss caused to the other party by its intentional misconduct or gross negligence.

Article 54 Contract Subject to Amendment or Cancellation

Either of the parties may petition the People‘s Court or an arbitration institution for amendment or cancellation of a contract if:

(i) the contract was concluded due to a material mistake;

(ii) the contract was grossly unconscionable at the time of its conclusion.

If a party induced the other party to enter into a contract against its true intention by fraud or duress, or by taking advantage of the other party‘s hardship, the aggrieved party is entitled to pe tition the People‘s Court or an arbitration institution for amendment or cancellation of the contract.

Where a party petitions for amendment of the contract, the People‘s Court or arbitration institution may not cancel the contract instead.

Article 55 Extinguishment of Cancellation Right

A party‘s cancellation right is extinguished in any of the following circumstances: (i) It fails to exercise the cancellation right within one year, commencing on the date when the party knew or should have known the cause for the cancellation;

(ii) Upon becoming aware of the cause for cancellation, it waives the cancellation

right by express statement or by conduct.

Article 56 Effect of Invalidation or Cancellation; Partial Invalidation or Cancellation An invalid or canceled contract is not legally binding ab initio. Where a contract is partially invalid, and the validity of the remaining provisions thereof is not affected as a result, the remaining provisions are nevertheless valid.

Article 57 Independence of Dispute Resolution Provision

The invalidation, cancellation or discharge of a contract does not impair the validity of the contract provision concerning the method of dispute resolution, which exists independently in the contract.

Article 58 Remedies in Case of Invalidation or Cancellation

After a contract was invalidated or canceled, the parties shall make restitution of any property acquired thereunder; where restitution in kind is not possible or necessary, allowance shall be made in money based on the value of the property. The party at fault shall indemnify the other party for its loss sustained as a result. Where both parties were at fault, the parties shall bear their respective liabilities accordingly. Article 59 Remedies in Case of Collusion in Bad Faith

Where the parties colluded in bad faith, thereby harming the interests of the state, the collective or a third person, any property acquired as a result shall be turned over to the state or be returned to the collective or the third person.

Chapter Four: Performance of Contracts

Article 60 Full Performance; Performance in Good Faith

The parties shall fully perform their respective obligations in accordance with the contract.

The parties shall abide by the principle of good faith, and perform obligations such as notification, assistance, and confidentiality, etc. in light of the nature and purpose of the contract and in accordance with the relevant usage.

Article 61 Indeterminate Terms; Supplementary Agreement

If a term such as quality, price or remuneration, or place of performance etc. was not prescribed or clearly prescribed, after the contract has taken effect, the parties may supplement it through agreement; if the parties fail to reach a supplementary agreement, such term shall be determined in accordance with the relevant provisions of the contract or in accordance with the relevant usage.

Article 62 Gap Filling

Where a relevant term of the contract was not clearly prescribed, and cannot be

determined in accordance with Article 61 hereof, one of the following provisions applies:

(i) If quality requirement was not clearly prescribed, performance shall be in accordance with the state standard or industry standard; absent any state or industry standard, performance shall be in accordance with the customary standard or any particular standard consistent with the purpose of the contract;

(ii) If price or remuneration was not clearly prescribed, performance shall be in accordance with the prevailing market price at the place of performance at the time the contract was concluded, and if adoption of a price mandated by the government or based on government issued pricing guidelines is required by law, such requirement applies;

(iii) Where the place of performance was not clearly prescribed, if the obligation is payment of money, performance shall be at the place where the payee is located; if the obligation is delivery of immovable property, performance shall be at the place where the immovable property is located; for any other subject matter, performance shall be at the place where the obligor is located;

(iv) If the time of performance was not clearly prescribed, the obligor may perform, and the obligee may require performance, at any time, provided that the other party shall be given the time required for preparation;

(v) If the method of performance was not clearly prescribed, performance shall be rendered in a manner which is conducive to realizing the purpose of the contract; (vi) If the party responsible for the expenses of performance was not clearly prescribed, the obligor shall bear the expenses.

Article 63 Performance at Government Mandated Price

Where a contract is to be implemented at a price mandated by the government or based on government issued pricing guidelines, if the government adjusts the price during the prescribed period of delivery, the contract price shall be the price at the time of delivery. Where a party delays in delivering the subject matter, the original price applies if the price has increased, and the new price applies if the price has decreased. Where a party delays in taking delivery or making payment, the new price applies if the price has increased, and the original price applies if the price has decreased.

Article 64 Performance toward a Third Person

Where the parties prescribed that the obligor render performance to a third person, if

the obligor fails to render its performance to the third person, or rendered

non-conforming performance, it shall be liable to the obligee for breach of contract. Article 65 Performance by a Third Person

Where the parties prescribed that a third person render performance to the obligee, if the third person fails to perform or rendered non-conforming performance, the obligor shall be liable to the obligee for breach of contract.

Article 66 Simultaneous Performance

Where the parties owe performance toward each other and there is no order of performance, the parties shall perform simultaneously. Prior to performance by the other party, one party is entitled to reject its requirement for performance. If the other party rendered non-conforming performance, one party is entitled to reject its corresponding requirement for performance.

Article 67 Consecutive Performance

Where the parties owe performance toward each other and there is an order of performance, prior to performance by the party required to perform first, the party who is to perform subsequently is entitled to reject its requirement for performance. If the party required to perform first rendered non-conforming performance, the party who is to perform subsequently is entitled to reject its corresponding requirement for performance.

Article 68 Right to Suspend Performance

The party required to perform first may suspend its performance if it has conclusive evidence establishing that the other party is in any of the following circumstances: (i) Its business has seriously deteriorated;

(ii) It has engaged in transfer of assets or withdrawal of funds for the purpose of evading debts;

(iii) It has lost its business creditworthiness;

(iv) It is in any other circumstance which will or may cause it to lose its ability to perform.

Where a party suspends performance without conclusive evidence, it shall be liable for breach of contract.

Article 69 Notification upon Suspension of Performance; Termination

If a party suspends its performance in accordance with Article 68 hereof, it shall timely notify the other party.

If the other party provides appropriate assurance for its performance, the party shall

resume performance. After performance was suspended, if the other party fails to regain its ability to perform and fails to provide appropriate assurance within a reasonable time, the suspending party may terminate the contract.

Article 70 Difficulty in Rendering Performance Due to Combination

Where after effecting combination, division, or change of domicile, the obligee failed to notify the obligor, thereby making it difficult to render performance, the obligor may suspend its performance or place the subject matter in escrow.

Article 71 Right to Reject Early Performance; Exception

The obligee may reject the obligor‘s early performance, except where such early performance does not harm the obligee‘s interests.

Any additional expense incurred by the obligee due to the obligor‘s early performance shall be borne by the obligor.

Article 72 Right to Reject Partial Performance; Exception

An obligee may reject the obligor‘s partial performance, except where such partial performance does not harm the obligee‘s interests.

Any additi onal expense incurred by the obligee due to the obligor‘s partial performance shall be borne by the obligor.

Article 73 Subrogation; Limitation

Where the obligor delayed in exercising its creditor‘s right against a third person that was due, thereby harm ing the obligee, the obligee may petition the People‘s Court for subrogation, except where such creditor‘s right is exclusively personal to the obligor. The scope of subrogation is limited to the extent of the obligee‘s right to performance. The necessary expenses for subrogation by the obligee shall be borne by the obligor. Article 74 Obligee‘s Right to Cancel Manifestly Unreasonable Act by Obligor Where the obligor waived its creditor‘s right against a third person that was due or assigned its property without reward, thereby harming the obligee, the obligee may petition the People‘s Court for cancellation of the obligor‘s act. Where the obligor assigned its property at a low price which is manifestly unreasonable, thereby harming the obligee, and the assignee was aware of the situation, the obligee may also petition the People‘s Court for cancellation of the obligor‘s act.

The scope of cancellation right is limited to the extent of the obligee‘s right to performance. The necessary expenses for the obli gee‘s exercise of its cancellation right shall be borne by the obligor.

Article 75 Time Limit for Exercising Obligee‘s Cancellation Right

The obligee‘s cancellation right shall be exercised within one year, commencing on the date when it became, or should have become, aware of the cause for cancellation. Such cancellation right is extinguished if not exercised within five years, commencing on the date of occurrence of the obligor‘s act.

Article 76 A Party‘s Internal Change Not Excuse for Nonperformance

Once a contract becomes effective, a party may not refuse to perform its obligations thereunder on grounds of any change in its name or change of its legal representative, person in charge, or the person handling the contract.

Chapter Five: Amendment and Assignment of Contracts

Article 77 Amendment; Amendment Subject to Approval

A contract may be amended if the parties have so agreed.

Where amendment to the contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.

Article 78 Ambiguous Amendment Not Effective

A contract term is construed not to have been amended if the parties failed to clearly prescribe the terms of the amendment.

Article 79 Assignment of Rights; Exceptions

The obligee may assign its rights under a contract in whole or in part to a third person, except where such assignment is prohibited:

(i) in light of the nature of the contract;

(ii) by agreement between the parties;

(iii) by law.

Article 80 Duty to Notify When Assigning Rights; Revocation of Assignment Subject to Assignee‘s Consent

Where the obligee assigns its rights, it shall notify the obligor. Such assignment is not binding upon the obligor if notice was not given.

A notice of assignment of rights given by the obligee may not be revoked, except with the consent of the assignee.

Article 81 Assumption of Incidental Right in Case of Assignment

Where the obligee assigns a right, the assignee shall assume any incidental right associated with the obligee‘s right, except where such incidental right is exclusively personal to the obligee.

Article 82 Assigned Rights Subject to Accrued Defenses of Obligor

Upon receipt of the notice of assignment of the obligee‘s right, the obligo r may, in respect of the assignee, avail itself of any defense it has against the assignor.

Article 83 Availability of Set-off to Obligor

Upon receipt of the notice of assignment of the obligee‘s right, if the obligor has any right to performance by the assignor which is due before or at the same time as the assigned obligee‘s right, the obligor may avail itself of any set-off against the assignee. Article 84 Delegation of Obligations Subject to Consent by Obligee

Where the obligor delegates its obligations under a contract in whole or in part to a third person, such delegation is subject to consent by the obligee.

Article 85 Availability of Defenses to New Obligor

Where the obligor has delegated an obligation, the new obligor may avail itself of any o f the original obligor‘s defenses against the obligee.

Article 86 Assumption of Incidental Obligation in Case of Delegation

Where the obligor delegates an obligation, the new obligor shall assume any incidental obligation associated with the main obligation, except where such incidental obligation is exclusively personal to the original obligor.

Article 87 Assignment Subject to Approval

Where the obligee‘s assignment of a right or the obligor‘s delegation of an obligation is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.

Article 88 Concurrent Assignment and Delegation

Upon consent by the other party, one party may concurrently assign its rights and delegate its obligations under a contract to a third person.

Article 89 Provisions Applicable to Concurrent Assignment

Where a party concurrently assigns its rights and delegates its obligations, the provisions in Article 79, Articles 81 to 83, and Articles 85 to 87 apply.

Article 90 Effect of Combination or Division of Contract Party

Where a party has effected combination after it entered into a contract, the legal person or organization of any other nature resulting from the combination assumes the rights and obligations thereunder. Where a party has effected division after it entered into a contract, unless otherwise agreed by the obligee and obligor thereunder, the legal persons or other organizations resulting from the division jointly and severally assume the rights and obligations thereunder.

Chapter Six: Discharge of Contractual Rights and Obligations

Article 91 Conditions for Discharge

The rights and obligations under a contract are discharged in any of the following circumstances:

(i) The obligations were performed in accordance with the contract;

(ii) The contract was terminated;

(iii) The obligations were set off against each other;

(iv) The obligor placed the subject matter in escrow in accordance with the law; (v) The obligee released the obligor from performance;

(vi) Both the obligee‘s rights and obligor‘s obligations were assumed by one party; (vii) Any other discharging circumstance provided by law or prescribed by the parties occurred.

Article 92 Post-discharge Obligations

Upon discharge of the rights and obligations under a contract, the parties shall abide by the principle of good faith and perform obligations such as notification, assistance and confidentiality, etc. in accordance with the relevant usage.

Article 93 Termination by Agreement; Termination Right

The parties may terminate a contract if they have so agreed.

The parties may prescribe a condition under which one party is entitled to terminate the contract. Upon satisfaction of the condition for termination of the contract, the party with the termination right may terminate the contract.

Article 94 Legally Prescribed Conditions Giving Rise to Termination Right

The parties may terminate a contract if:

(i) force majeure frustrated the purpose of the contract;

(ii) before the time of performance, the other party expressly stated or indicated by its conduct that it will not perform its main obligations;

(iii) the other party delayed performance of its main obligations, and failed to perform within a reasonable time after receiving demand for performance;

(iv) the other party delayed performance or otherwise breached the contract, thereby frustrating the purpose of the contract;

(v) any other circumstance provided by law occurred.

Article 95 Time Limit for Termination; Extinguishment of Termination Right Where the law or the parties prescribe a period for exercising termination right, failure by a party to exercise it at the end of the period shall extinguish such right.

Where neither the law nor the parties prescribe a period for exercising termination

right, failure by a party to exercise it within a reasonable time after receiving demand from the other party shall extinguish such right.

Article 96 Termination by Notification; Termination Subject to Approval

The party availing itself of termination of a contract in accordance with Paragraph 2 of Article 93 and Article 94 hereof shall notify the other party. The contract is terminated when the notice reaches the other party. If the other party objects to the termina tion, the terminating party may petition the People‘s Court or an arbitration institution to affirm the validity of the termination.

Where termination of a contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.

Article 97 Remedies in Case of Termination

Upon termination of a contract, a performance which has not been rendered is discharged; if a performance has been rendered, a party may, in light of the degree of performance and the nature of the contract, require the other party to restore the subject matter to its original condition or otherwise remedy the situation, and is entitled to claim damages.

Article 98 Settlement and Winding-up Provisions Not Affected by Discharge Discharge of contractual rights and obligations does not affect the validity of contract provisions concerning settlement of account and winding-up.

Article 99 Set-off; Set-off Not Subject to Condition

Where each party owes performance to the other party that is due, and the subject matters of the obligations are identical in type and quality, either party may set off its obligation against the obligation of the other party, except where set-off is prohibited by law or in light of the nature of the contract.

The party availing itself of set-off shall notify the other party. The notice becomes effective when it reaches the other party. Set-off may not be subject to any condition or time limit.

Article 100 Set-off Involving Non-identical Subject Matters

Where each party owes performance to the other party that is due, and the subject matters of the obligations are not identical in type and quality, the parties may effect set-off by mutual agreement.

Article 101 Conditions Giving Rise to Right to Place Subject Matter in Escrow Where any of the following circumstances makes it difficult to render performance,

the obligor may place the subject matter in escrow:

(i) The obligee refuses to take delivery of the subject matter without cause;

(ii) The obligee cannot be located;

(iii) The obligee is deceased or incapacitated, and his heir or guardian is not determined;

(iv) Any other circumstance provided by law occurs.

Where the subject matter is not fit for escrow, or the escrow expenses will be excessive, the obligor may auction or liquidate the subject matter and place the proceeds in escrow.

Article 102 Duty to Notify in Case of Escrow

After placing the subject matter in escrow, the obligor shall timely notify the obligee or his heir or guardian, except where the obligee cannot be located.

Article 103 Risk of Loss; Fruits of Subject Matter Accrued during Escrow

Once the subject matter is in escrow, the risk of its damage or loss is borne by the obligee. The fruits of the subject matter accrued during escrow belong to the obligee. Escrow expenses shall be borne by the obligee.

Article 104 Taking Delivery of Subject Matter in Escrow Conditional upon Performance; Time Limit

The obligee may take delivery of the subject matter in escrow at any time, provided that if the obligee owes performance toward the obligor that is due, prior to the obligee‘s performance or provision of assurance, the escrow agent shall reject the obligee‘s attempt to take delivery of the subject matter in es crow as required by the obligor.

The right of the obligee to take delivery of the subject matter in escrow is extinguished if not exercised within five years, commencing on the date when the subject matter was placed in escrow. After deduction of escrow expenses, the subject matter in escrow shall be turned over to the state.

Article 105 Release

Where the obligee released the obligor from performance in part or in whole, the rights and obligations under the contract are discharged in part or in whole.

Article 106 Merger of Rights and Obligations

If the same party assumed all the rights and obligations under a contract, the rights and obligations thereunder are discharged, except where the contract involves the interests of a third person.

Chapter Seven: Liabilities for Breach of Contracts

Article 107 Types of Liabilities for Breach

If a party fails to perform its obligations under a contract, or rendered non-conforming performance, it shall bear the liabilities for breach of contract by specific performance, cure of non-conforming performance or payment of damages, etc.

Article 108 Anticipatory Breach

Where one party expressly states or indicates by its conduct that it will not perform its obligations under a contract, the other party may hold it liable for breach of contract before the time of performance.

Article 109 Monetary Specific Performance

If a party fails to pay the price or remuneration, the other party may require payment thereof.

Article 110 Non-monetary Specific Performance; Exceptions

Where a party fails to perform, or rendered non-conforming performance of, a

non-monetary obligation, the other party may require performance, except where: (i) performance is impossible in law or in fact;

(ii) the subject matter of the obligation does not lend itself to enforcement by specific performance or the cost of performance is excessive;

(iii) the obligee does not require performance within a reasonable time.

Article 111 Liabilities in Case of Quality Non-compliance

Where a performance does not meet the prescribed quality requirements, the breaching party shall be liable for breach in accordance with the contract. Where the liabilities for breach were not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the aggrieved party may, by reasonable election in light of the nature of the subject matter and the degree of loss, require the other party to assume liabilities for breach by way of repair, replacement, remaking, acceptance of returned goods, or reduction in price or remuneration, etc. Article 112 Liability for Damages Notwithstanding Subsequent Performance or Cure of Non-conforming Performance

Where a party failed to perform or rendered non-conforming performance, if notwithstanding its subsequent performance or cure of non-conforming performance, the other party has sustained other loss, the breaching party shall pay damages. Article 113 Calculation of Damages; Damages to Consumer

Where a party failed to perform or rendered non-conforming performance, thereby

causing loss to the other party, the amount of damages payable shall be equivalent to the other party‘s loss resulting from the breach, including any benefit that may be accrued from performance of the contract, provided that the amount shall not exceed the likely loss resulting from the breach which was foreseen or should have been foreseen by the breaching party at the time of conclusion of the contract.

Where a merchant engages in any fraudulent activity while supplying goods or services to a consumer, it is liable for damages in accordance with the Law of the People‘s Republic of China on Protection of Consumer Rights.

Article 114 Liquidated Damages; Adjustment; Continuing Performance Notwithstanding Payment of Liquidated Damages

The parties may prescribe that if one party breaches the contract, it will pay a certain sum of liquidated damages to the other party in light of the degree of breach, or prescribe a method for calculation of damages for the loss resulting from a party‘s breach.

Where the amount of liquidated damages prescribed is below the loss resulting from the breach, a party may petition the People‘s Court or an arbitration institution to increase the amount; where the amount of liquidated damages prescribed exceeds the loss resulting from the breach, a party may petition the People‘s Court or an arbitration institution to decrease the amount as appropriate.

Where the parties prescribed liquidated damages for delayed performance, the breaching party shall, in addition to payment of the liquidated damages, render performance.

Article 115 Deposit

The parties may prescribe that a party will give a deposit to the other party as assurance for the obligee‘s right to performance in accordance with the Security Law of the Peo ple‘s Republic of China. Upon performance by the obligor, the deposit shall be set off against the price or refunded to the obligor. If the party giving the deposit failed to perform its obligations under the contract, it is not entitled to claim refund of the deposit; where the party receiving the deposit failed to perform its obligations under the contract, it shall return to the other party twice the amount of the deposit. Article 116 Election Between Deposit or Liquidated Damages Clauses

If the parties prescribed payment of both liquidated damages and a deposit, in case of breach by a party, the other party may elect in alternative to apply the liquidated damages clause or the deposit clause.

中华人民共和国合同法概述(英文版)(doc 90页)

合同法(英文版) 2007-11-25 合同法（英文版） 中华人民共和国合同法（英文版） 【标题】 CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA 【时效性】有效 【颁布时间】1999.03.15 【实施时间】1999.10.01 【发布部门】National People’s Congress CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA (Adopted and Promulgated by the Second Session of the Ninth National People's Congress March 15, 1999) GENERAL PROVISIONS CHAPTER 1 GENERAL PROVISIONS CHAPTER 2 CONCLUSION OF CONTRACTS CHAPTER 3 EFFECTIVENESS OF CONTRACTS CHAPTER 4 PERFORMANCE OF CONTRACTS CHAPTER 5 MODIFICATION AND ASSIGNMENT OF CONTRACTS CHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTS CHAPTER 7 LIABILITY FOR BREACH OF CONTRACTS CHAPTER 8 MISCELLANEOUS PROVISIONS SPECIFIC PROVISIONS CHAPTER 9 CONTRACTS FOR SALES CHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WATER, GAS OR

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通过《合同法》的学习，使我了解到，在我国合同法是调整平等主体之间的交易关系的法律，它主要规定合同的订立、合同的效力及合同的履行、变更、解除、保全、违约责任等问题。《合同法》是一门非常实用的部门法，涉及的范围非常广，包括买卖合同，赠与合同，租赁合同，承揽合同，运输合同等等社会生活中非常的各种合同，解决是现实中各种基本的复杂法律关系，通过合同的规范从而保障民事主体的合法权益。 通过《合同法》的学习，给我最大的收获我感觉就是对合同类型的案例的分析思维的改善以及分析能力有所提高。比如关于合同效力方面的案例，我懂得合同效力方面的案例主要从两个方面下手：一是合同是否有效的案例；二是无效合同的案例。前者就是判断合同是否有效，主要是对合同的生效要件的理解和运用；后者是针对合同无效的具体原因，包括合同主体不合格的案例、合同内容不合法的案例、因受胁迫、欺诈而订立合同的案例、形式不具备法律要求而导致合同无效的案例以及代理人违法代订合同因而无效的案例。根据案情，运用合同有效的实质要件和形式要件，认定合同是否有效。有效合同，应当履行，否则，构成违约，违约方要承担违约责任。如果是无效合同，要弄清无效的原因是什么？属于哪一种无效合同？无效的合同，不得履行，已经开始履行的要停止履行，当事人不履行的，不承担违约责任。对于

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《中华人民共和国合同法》释义 全国人大常委会法制工作委员会编写 主编：胡康生 副主编：王胜明孙礼海 撰稿人：姚红何山贾东明杨明仑武再平郑淑娜陈佳林段京连李文阁王瑞娣 贾红梅杜涛郝作成石宏严冬枫 目录 总则 第一章一般规定 第二章合同的订立 第三章合同的效力 第四章合同的履行 第五章合同的变更和转让 第六章合同的权利义务终止 第七章违约责任 第八章其他规定 分则 第九章买卖合同 第十章供用电、水、气、热力合同 第十一章赠与合同 第十二章借款合同 第十三章租赁合同 第十四章融资租赁合同 第十五章承揽合同 第十六章建设工程合同 第十七章运输合同 第十八章技术合同 第十九章保管合同 第二十章仓储合同 第二十一章委托合同 第二十二章行纪合同 第二十三章居间合同 附则

总则第一章一般规定 本章共八条，对合同法的立法目的、合同法的调整范围以及合同法的基本原则作了规定。 第一条为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本法。 【释义】本条是对于合同法立法目的的规定。 合同法是民商法的重要组成部分，是规范市场交易的基本法律，它涉及到生产、生活领域的方方面面，与企业的生产经营和人们的生活密切相关。据不完全统计，每年订立的合同大约有40亿份。法院每年受理的合同纠纷案件，大约300万件。因此，制定一部统一的、较为完备的合同法，规范各类合同，能够更好地适应社会主义市场经济发展的需要，对于及时解决经济纠纷，保护当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，具有十分重要的作用。 党的十一届三中全会以来，我国先后制定了经济合同法、涉外经济合同法和技术合同法三部合同法。这三部合同法对保护合同当事人的合法权益，维护社会经济秩序，促进国内经济、技术和对外经济贸易的发展，保障社会主义建设事业的顺利进行，发挥了重要作用。但是，随着改革开放的不断深入和扩大、经济贸易的不断发展，这三部合同法的一些规定不能完全适应了，存在的主要问题是：第一，国内经济合同、涉外经济合同和技术合同分别适用不同的合同法，有些共性的问题不统一，某些规定较为原则，有的规定不尽一致；第二，近年来，在市场交易中利用合同形式搞欺诈，损害国家、集体和他人利益的情况较为突出，在防范合同欺诈、维护社会经济秩序方面，需要作出补充规定；第三，调整范围不能完全适应，同时近年来也出现了融资租赁等新的合同种类，委托、行纪等合同也日益增多，需要相应作出规定。 制定合同法的原则是：第一，制定一部统一的、较为完备的合同法。过去所以先后形成了三部合同法，不是不要搞统一的合同法，制定统一合同法的条件还不成熟，如果等成熟了再制定，又不能适应市场对法律的迫切需要，为了加快立法步伐，成熟的先制定，这样做是完全正确的。现在情况不同了，经过10多年的实践经验，已积累了大量经验，有条件制定一部统一的、比较完备的合同法，对有关合同的共性问题作出统一规定，把10多年来行之有效的有关合同的行政法规和司法的规定，尽量吸收进来。这个问题，在1993年修改经济合同法时就被反复考虑并提出来了。根据十四大关于建立社会主义市场经济体制的要求，1 993年对经济合同法进行了修改，同时开始着手研究起草统一的合同法。第二，以三个合同法为基础，总结实践经验，加以补充完善。实践证明，三部合同法总的原则和规定是正确的、可行的。制定统一的合同法，不是将现有的合同法律推倒重来，而是在总结实践经验的基础上，结合新的情况，进行修改、补充和完善。要注意法律的连续性，对于现行有效的制度和原则要继续保留，不适应的予以修改，不够的予以补充完善。第三，从我国实际出发，充分借鉴国外合同法律的有益经验。合同法主要是规范财产流转的，相对来讲共性问题要多些，我们要开展对外经济、技术、贸易，不考虑国际通行的作法也是行不通的。当然，借鉴国外经验，要从我国实际出发，不能离开我国实际。例如，我国是以公有制经济为主，这一点与西方资本主义国家是不同的。 第二条本法所称合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。 婚姻、收养、监护等有关身份关系的协议，适用其他法律的规定。 【释义】本条是关于合同法调整范围的规定。

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2013中华人民共和国合同法总则 第一章一般规定 第二章合同的订立 第三章合同的效力 第四章合同的履行 第五章合同的变更和转让 第六章合同的权利义务终止 第七章违约责任 第八章其他规定 分则 第九章买卖合同 第十章供用电、水、气、热力合同 第十一章赠与合同 第十二章借款合同 第十三章租赁合同 第十四章融资租赁合同 第十五章承揽合同 第十六章建设工程合同 第十七章运输合同 第十八章技术合同 第十九章保管合同 第二十章仓储合同 第二十一章委托合同 第二十二章行纪合同 第二十三章居间合同 附则 总则 第一章一般规定

第一条为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本法。 第二条本法所称合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。婚姻、收养、监护等有关身份关系的协议，适用其他法律的规定。 第三条合同当事人的法律地位平等，一方不得将自己的意志强加给另一方。 第四条当事人依法享有自愿订立合同的权利，任何单位和个人不得非法干预。 第五条当事人应当遵循公平原则确定各方的权利和义务。 第六条当事人行使权利、履行义务应当遵循诚实信用原则。 第七条当事人订立、履行合同，应当遵守法律、行政法规，尊重社会公德，不得扰乱社会经济秩序，损害社会公共利益。 第八条依法成立的合同，对当事人具有法律约束力。当事人应当按照约定履行自己的义务，不得擅自变更或者解除合同。依法成立的合同，受法律保护。 第二章合同的订立 第九条当事人订立合同，应当具有相应的民事权利能力和民事行为能力。当事人依法可以委托代理人订立合同。 第十条当事人订立合同，有书面形式、口头形式和其他形式。法律、行政法规规定采用书面形式的，应当采用书面形式。当事人约定采用书面形式的，应当采用书面形式。 第十一条书面形式是指合同书、信件和数据电文(包括电报、电传、传真、电子数据交换和电子邮件)等可以有形地表现所载内容的形式。 第十二条合同的内容由当事人约定，一般包括以下条款： (一)当事人的名称或者姓名和住所; (二)标的; (三)数量; (四)质量; (五)价款或者报酬; (六)履行期限、地点和方式; (七)违约责任;

合同法(英文版)

CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA (Adopted and Promulgated by the Second Session of the Ninth National People's Congress on March 15, 1999 ) CONTENTS General Provisions Chapter 1 General Provisions Chapter 2 Formation of Contracts Chapter 3 Validity of Contracts Chapter 4 Performance of Contracts Chapter 5 Amendment and Assignment of Contracts Chapter 6 Discharge of Contractual Rights and Obligations Chapter 7 Liability for Breach of Contracts Chapter 8 Miscellaneous Provisions Specific Provisions Chapter 9 Contracts for Sales Chapter 10 Contracts for Supply and Use of Electricity, Water, Gas, or Heating Chapter 11 Contracts for Donation Chapter 12 Contracts for Loans Chapter 13 Contracts for Lease Chapter 14 Contracts for Financial Lease Chapter 15 Contracts for Hired Works Chapter 16 Contracts for Construction Project Chapter 17 Contracts for Transportation

(2020合同范本)劳动合同法中英文版

劳动合同法中英文版

Order of the President of the People's Republic of China (No. 65) The Labor Contract Law of the People's Republic of China, which was adopted at the 28th Session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on June 29, 2007, is hereby promulgated and shall come into force as of January 1, 2008. President of the People's Republic of China Hu Jintao June 29, 2007 Labor Contract Law of the People's Republic of China (Adopted at the 28th Session of Standing Committee of the Tenth National People's Congress of the People's Republic of China on June 29, 2007) Contents Chapter I General Provisions 中华人民共和国主席令 （第六十五号） 《中华人民共和国劳动合同法》已由中华人民共和国第十届全国人民代表大会常务委员会第二十八次会议于2007年6月29日通过，现予公布，自2008年1月1日起施行。 中华人民共和国主席胡锦涛 2007年6月29日 中华人民共和国劳动合同法 （2007年6月29日第十届全国人民代表大会常务委员 会第二十八次会议通过） 目录 第一章总则 第二章劳动合同的订立 第三章劳动合同的履行和变更

中华人民共和国合同法释义第九十七条

中华人民共和国合同法释义：第九十七条 第九十七条合同解除后，尚未履行的，终止履行；已经履行的，根据履行情况和合同性质，当事人可以要求恢复原状、采取其他补救措施，并有权要求赔偿损失。 【释义】本条是关于合同解除的效力的规定。 合同解除后债权债务如何处理？我国法学界有不同认识。一种观点认为，合同解除具有湖及既往的效力。既合同解除后与自始没有合同相同，已履行的部分恢复原状，未履行的部分不再履行。另一种观点认为，合同解除并未使合同关系消灭而只是阻止其发生作用，因此，合同解除原则上只能对将来发生效力，未履行的不再履行，已履行的部分，产生返还请求权。还有一种观点认为，合同解除一般溯及既往，但不能一刀切。因为如果不溯及既往，已经履行的部分只能基于不当得利之债提出返还请求权，而溯及既往可以基于所有权请求恢复原状，所有权的效力优于债权，当违约方有数个债权人的情况下，基于所有权请求返还财产更能保护非违约方的利益。不仅如此，因不当得利返还，往往以受领人的现存利益为限，而因恢复原状返还，即使受领人现有财产减少，也不能免除返还义务，对非违约方有利。但要求所有被解除的合同都溯及既往也不可能，某些合同从其性质和履行情况看，就不适于溯及既往。 英美法系认为，合同因违约而解除，违约一方在解除前应付的款项仍须支付，已付的款项不得收回。无辜一方付给违约一方的款项，可按一般原则收回，并可收回已支付的订金。合同解除后，双方未来的义务不再履行。合同因意外受挫而解除，在意外发生前应支付的款项，假如未付不必付，假如已付则可收回。假如应收或已收款项的一方，在意外发生之前根据或者为了履行合同支付或欠下费用，法庭在考虑所有情况后认为公平的话，可允许他保留对方已付的部分款项，或者追收应支付的部分款项，最高额不得超越他实际所支付或欠下的费用。 我国合同法从实际出发，借鉴国外经验，遵循经济活动高效的原则，对合同解除的效力作了比较灵活的规定，即合同解除后，尚未履行的，终止履行；已经履行的，根据履行情况和合同性质，当事人可以要求恢复原状、采取其他补救措施，并有权要求赔偿损失。 所谓根据履行情况，指根据履行部分对债权的影响。如果债权人的利益不是必须通过恢复原状才能得到保护，不一定采用恢复原状。当然如果债务人已经履行的部分，对债权人根本无意义，可以请求恢复原状。 所谓根据合同性质，指根据合同标的的属性。根据合同的属性不可能或者不容易恢复原状的，不必恢复原状。这类情况主要有：1．以使用标的为内容的连续供应合同。比如水、

合同法英语

合同法英语术语串讲 合同:contract 意思表示:intention 合意:mutual agreement 原则:平等,自愿,公平,诚实信用Principles: legally equal status, voluntarily, fairness, good faith 具有法律约束力:legally binding 合同的订立:entry into a contract 合同的缔结:conclusion of a contract 合同条款:clause, terms 要约:offer 要约邀请:invitation to offer 要约人:offeror 受要约人:offeree 要约生效:effectiveness of offer 要约撤销:withdrawal of offer 要约撤回:revocation of offer

要约失效:extinguishment of offer 承诺:acceptance 合同的成立:establishment of a contract 实质变更:substantial modification 格式条款:standard terms 无效:void 合同的效力:validity of a contract 合同的履行:performance of a contract 债权人:obligee 债务人:obligor 同时履行:simultaneous performance 先履行:consecutive performance 中止履行:suspension of performance 拒绝履行:reject performance 部分履行:partial performance 代位权:subrogation 撤销权:cancellation right 抗辩:defence 合同的变更:modification of contract 合同的转让:assignment of contract

《中华人民共和国合同法》讲解提纲(一)

《中华人民共和国合同法》讲解提纲（一）——对常年法律顾问单位的法律培训 1、《合同法》及合同的概况 1、1《中华人民共和国合同法》自１９９９年１０月１日起施行，《中华人民共和国经济合同法》、《中华人民共和国涉外经济合同法》、《中华人民共和国技术合同法》同时废止。现在还有这样的现象，有的合同还在首部写“依据《经济合同法》等有关法律的规定，双方达成如下协议。。。”，废止了的法律就不 要提了。 1、2《合同法》分为总则、分则、附则三个部分。总则部分是对合同的一般规定，适用于所有的合同；分则对15种合同作了具体规定。这15种合同也称为有名合同，是合同中常用的、主要的类型。每种合同除适用总则的规定外，适 用分则中关于该合同的具体规定。15种之外的合同，也成为无名合同，对于无 名合同，适用本法总则的规定，并可以参照本法分则所列的有名合同或者其他 法律最相类似的规定。 1、3合同一词在不同的法律部门均得到应用，如劳动法上的合同、行政法 上的合同、民法上的合同等。《合同法》所指的合同，限于民法意义上的合同。 1、4《合同法》对合同的定义是：合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。从该句子的结构可以看出：合同就是协议，协议就是合同。 1、5《合同法》同时规定：婚姻、收养、监护等有关身份关系的协议，适用其他法律的规定。

1、6合同的法律特征：1、合同是一种民事法律行为。 2、合同以设立、变更、终止民事权利义务关系为目的。 3、合同是当事人意思表示一致的协议。 2、合同的内容 2、1合同的内容：在实质意义上是指合同当事人的权利义务，在形式意义 上就是合同的条款。一般包括：1、当事人的名称或者姓名和住所；2、标的；3、数量；4、质量；5、价款或者报酬；6、履行期限、地点和方式；7、违约责任； 8、解决争议的方法。 2、2对合同内容约定不明的情况的处理： 第六十一条规定：“合同生效后，当事人就质量、价款或者报酬、履行地点 等内容没有约定或者约定不明确的，可以协议补充；不能达成补充协议的，按 照合同有关条款或者交易习惯确定。” 第六十二条规定：“当事人就有关合同内容约定不明确，依照本法第六十一 条的规定仍不能确定的，适用下列规定： （一）质量要求不明确的，按照国家标准、行业标准履行；没有国家标准、行业标准的，按照通常标准或者符合合同目的的特定标准履行。 （二）价款或者报酬不明确的，按照订立合同时履行地的市场价格履行；依法应当执行政府定价或者政府指导价的，按照规定履行。 （三）履行地点不明确，给付货币的，在接受货币一方所在地履行；交付不动产的，在不动产所在地履行；其他标的，在履行义务一方所在地履行。 （四）履行期限不明确的，债务人可以随时履行，债权人也可以随时要求履行，但应当给对方必要的准备时间。

中国合同法中英文对照

中国合同法中英文对照 【Title】Contract Law of the People’’s Republic of China [Effective] 【法规标题】中华人民共和国合同法 [现行有效] Date Issued: Effective date: Issuing 03-15-1999 10-01-1999 National People’s Congress 发布日期: 生效日期: 发布部1999-03-15 1999-10-01 authority: Area of law: Contract Contract Law of the People’s Republic of China Order [1999] No.15 of the President of the People’s Republic of China Contract Law of the People’s Republic of China has been adopted at the Second Session of the Ninth National People’s Congress on March 15, 1999, and is hereby promulgated, it will come into force as of October 1, 1999. President of the People’s Republic of China: Jiang Zemin March 15, 1999 Contract Law of the People’s Republic of China 门: 全国人民代表大会 类别: 合同

中华人民共和国合同法(中英文)

Contract Law of the People's Republic of China Order of the President [1999] No.15 March 15, 1999 (Adopted at the Second Session of the Ninth National People's Congress on March 15, 1999) CONTENTS GENERAL PROVISIONS CHAPTER 1 GENERAL PROVISIONS CHAPTER 2 CONCLUSION OF CONTRACTS CHAPTER 3 EFFECTIVENESS OF CONTRACTS CHAPTER 4 PERFORMANCE OF CONTRACTS CHAPTER 5 MODIFICA TION AND ASSIGNMENT OF CONTRACTS CHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTS CHAPTER 7 LIABILITY FOR BREACH OF CONTRACT CHAPTER 8 MISCELLANEOUS PROVISIONS SPECIFIC PROVISIONS CHAPTER 9 SALES CONTRACTS CHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WA TER, GAS OR HEATING CHAPTER 11 DONATION CONTRACTS CHAPTER 12 LOANS CONTRACTS CHAPTER 13 LEASE CONTRACTS CHAPTER 14 LEASE-FINANCe CONTRACTS CHAPTER 15 CONTRACTS FOR WORK CHAPTER 16 CONSTRUCTION PROJECTS CONTRACTS CHAPTER 17 CONTRACTS FOR TRANSPORTATION SECTION 1 GENERAL RULES SECTION 2 CONTRACTS FOR PASSENGER TRANSPORTATION SECTION 3 CONTRACTS FOR GOODS TRANSPORTATION SECTION 4 CONTRACTS FOR MULTI-MODAL TRANSPORTATION CHAPTER 18 TECHNOLOGY CONTRACTS SECTION 1 GENERAL RULES SECTION 2 TECHNOLOGY DEVELOPMENT CONTRACTS SECTION 3 TECHNOLOGY TRANSFER CONTRACTS SECTION 4 TECHNICAL CONSULTANCY CONTRACTS AND TECHNICAL SERVICE CONTRACTS CHAPTER 19 DEPOSIT CONTRACTS CHAPTER 20 WAREHOUSING CONTRACTS CHAPTER 21 CONTRACTS FOR COMMISSION CHAPTER 22 CONTRACTS FOR BROKERAGE CHAPTER 23 INTERMEDIA TION CONTRACTS SUPPLEMENTARY PROVISIONS CHAPTER 1 GENERAL PROVISIONS Article 1 This Law is formulated with the goal of protecting the lawful rights and interests of the parties to contracts, maintaining social and economic order and promoting the progress of the socialist modernization. Article 2 A contract in this Law refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is, between natural persons, legal persons or other organizations.

欧洲合同法原则(英文版)

THE PRINCIPLES OF EUROPEAN CONTRACT LAW Prepared by the Commision on European Contract Law 1999 text in English

Introduction to the Principles of European Contract Law Prepared by The Commission on European Contract Law A businessman is negotiating a contract with a company in another State of the European Union, but neither party wishes to apply the law of the other country. A lawyer is advising parties to a contract involving parties in different States. An arbitrator has to decide a dispute under a contract "to be governed by internationally accepted principles of law". A professor of law wants his students to gain an understanding of the way in which contracts are treated by the laws of the different States of the European Union, and to learn the common principles. A legislator is drafting a code or a statute on the law of contracts. An European Union official is drafting a new Directive affecting contracts. All these need to know the principles of contract law shared by the legal systems of the Member States and to have a concise, comprehensive and workable statement of them. The Principles of European Contract Law Parts I and II(1), and part III (2) will provide this. The Books are available with Kluwer Law International see sales@https://www.docsj.com/doc/2614858625.html, You will find the text of the articles of Parts I-III in the third section below. The Principles have been drawn up by an independent body of experts from each Member State of the European Union under a project supported by the European Commission and many other organisations. The principles are stated in the form of articles with a detailed commentary explaining the purpose and operation of each article. In the comments there are illustrations, ultra short cases which show how the rules are to operate