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.

Agreements involving personal status relationship such as on matrimony, adoption, guardianship, etc. shall apply the provisions of other Laws. Article 3 The parties to a contract shall have legally equal status. No party may impose its will on the other party.

Article 4 The parties shall have the rights to voluntarily conclude a contract in accordance with the law. No unit or individual may illegally interfere.

Article 5 The parties shall abide by the principle of fairness in determining the rights and obligations of each party.

Article 6 All parties must act in accordance with the principle of good faith in exercising rights and performing obligations.

Article 7 When concluding and performing a contract, the parties shall abide by the laws and administrative regulations, observe public morals. Neither party may disrupt the socio-economic order or damage the public interest.

Article 8 As soon as a contract is established in accordance with the law, it shall be legally binding on the parties. The parties shall perform their respective obligations as agreed. Neither party may unilaterally modify or terminate the contract. Contracts established according to law shall be protected by law.

CHAPTER 2 CONCLUSION OF CONTRACTS

Article 9 When concluding a contract, the parties shall have the appropriate capacities for civil rights and civil conducts.

A party may entrust an agent to conclude a contract on his behalf in accordance with the law.

Article 10 The parties may conclude a contract in writing, orally or in other forms.

Where the laws or administrative regulations require a contract to be concluded in writing, the contract shall be in writing. If the parties agree it to be in writing, it shall be in writing.

Article 11 The term 'in writing' means a form which can show the described contents tangibly, such as a written contractual agreement, letters, and electrically or electronically transmitted documents (including telegrams, telexs, fax, EDI and e-mails).

Article 12 The contents of a contract shall be agreed upon by the parties, and shall contain the following clauses in general:

(1) titles or names and domiciles of the parties;

(2) contract object;

(3) quantities;

(4) quality;

(5) price or remuneration;

(6) time limit, place and method of performance;

(7) liability for breach of contract; and

(8) methods to settle disputes.

The parties may conclude a contract by referring to the model texts for each type of contract.

Article 13 The parties shall conclude a contract in the form of offer and acceptance.

Article 14 An offer is a declaration of intent to conclude a contract with other parties. The declaration shall comply with the following stipulations:

(1) Its contents shall be specific and definite;

(2) It indicates that the offeror will be bound by it upon the acceptance of the offeree.

Article 15 An invitation to offer is a declaration of intent of a party to have other parties to make him an offer. mailed price lists, public announcements of auction and tender, share prospectuses and commercial advertisements, etc. are invitations to offer.

Where the contents of a commercial advertisement comply with the terms of the offer, it may be regarded as an offer.

Article 16 An offer becomes effective when it reaches the offeree.

If a contract is concluded by means of electrically or electronically transmitted document method, and the recipient has appointed a specific system to receive the electrically or electronically transmitted documents, the time when the electrically or electronically transmitted documents enter the system shall be the time of arrival; if no specific system is appointed, the time when the electrically or electronically transmitted documents first enter any of the recipient's systems shall be regarded as the time of arrival.

Article 17 An offer may be withdrawn, if the withdrawal notice reaches the offeree before or at the same time when the offer arrives.

Article 18 An offer may be revoked, if the revocation reaches the offeree before it has dispatched an acceptance.

Article 19 An offer may not be revoked, if

(1) the offeror indicates a fixed time for acceptance or clearly states that the offer is irrevocable; or

(2)the offeree has reasons to believe the offer is irrevocable and has already made preparations to perform the contract.

Article 20 An offer shall be void under any of the following circumstances:

(1) A notice of rejection reaches the offeror;

(2) The offeror revokes the offer in accordance with the law;

(3) The offeree fails to make an acceptance within the time time limit for acceptance;

(4) The offeree substantially alters the contents of the offer.

Article 21 An acceptance is a declaration of intent of the offeree to assent to an offer .

Article 22 Except that it is based on transaction practices or the offer which indicates an acceptance may be made by performing an act, the acceptance shall be made by means of notification.

Article 23 An acceptance shall reach the offeror within the time limit fixed in the offer.

Where no time limit is fixed in the offer, the acceptance shall reach the offeror in accordance with the following provisions:

(1) If the offer is made in dialogues, the acceptance shall be made promptly except as otherwise agreed upon by the parties;

(2) If the offer is made in forms other than a dialogue, the acceptance shall reach the offeror within a reasonable period of time.

Article 24 Where the offer is made in a letter or a telegram, the time limit for acceptance begins from the date shown in the letter or from the moment the telegram is handed in for dispatch. If no such date is shown in the letter, it begins from the date shown on the postmark of the envelope. Where an offer is made by means of instantaneous communication, such as by telephone or facsimile, the time limit for acceptance begins from the moment the offer reaches the offeree.

Article 25 A contract is established when the acceptance becomes effective.

Article 26 An acceptance becomes effective when its notice reaches the offeror. If an acceptance does not need notification, it becomes effective when an act of acceptance is performed in accordance with transaction practices or as required in the offer.

Where a contract is concluded in the form of electrically or electronically transmitted document, the time when an acceptance arrives shall be governed by the provisions of Paragraph 2, Article 16 of this Law.

Article 27 An acceptance may be withdrawn, but the notice of withdrawal shall reach the offeror before the notice of acceptance reaches the offeror or at the same time when the acceptance reaches the offeror.

Article 28 Where an offeree makes an acceptance beyond the time limit for acceptance, the acceptance shall be considered a new offer unless the offeror informs the offeree that the said acceptance is effective in time.

Article 29 If an offeree dispatches an acceptance within the time limit for acceptance which shall reach the offeror in due time under normal circumstances, but the acceptance reaches the offeror beyond the time limit because of other factors, the acceptance shall be effective,

except the offeror informs the offeree in a timely manner that he does not accept the acceptance because it exceeds the time limit for acceptance. Article 30 The contents of an acceptance shall be consistent with those of the offer. If the offeree substantially modifies the contents of the offer, it constitutes a new offer. The modification relating to the contract object, quality, quantities, price or remuneration, time limit, place or method of performance, liabilities for breach of contract and the settlement of disputes, etc., shall constitute the substantial modification of an offer.

Article 31 If the acceptance does not substantially modify the contents of the offer, it shall be effective, and the contents of the contract shall be subject to those of the acceptance, except as rejected by the offeror in time or indicated in the offer that an acceptance may not make any modification at all.

Article 32 Where the parties conclude a contract in a written form, the contract is established when both parties sign or affix seals on it.

Article 33 Where the parties conclude the contract in the form of a letter or electrically or electronically transmitted document, etc., they may require to sign a letter of confirmation before the conclusion of the contract. The contract shall be established at the time when the letter of confirmation is signed.

Article 34 The place of effectiveness of an acceptance shall be the place of establishment of the contract.

If the contract is concluded in the form of electrically or electronically transmitted document, the principle business place of the receipient shall be the place of establishment. If there is not a principle business place, his habitual residence shall be the place of establishment. Where the parties agree otherwise, the place of establishment shall be subject to that agreement.

Article 35 Where the parties conclude a contract in a written form, the place where both parties sign or affix seals shall be the place where the contract is established.

Article 36 A contract, which shall be concluded in a written form as provided for by the laws and administrative regulations or as agreed upon by the parties, shall be established, as the parties do not use the written form, but one party has performed the principal obligation and the other party

has accepted thr performance.

Article 37 A contract, which is concluded in written form, shall be eslablished, if one party has performed his principal obligations and the other party has received the performance before signing or sealing the contract.

Article 38 In case the State issues a mandatory plan or a State procurement task based on necessity, the relevant legal persons or other organizations shall conclude contracts between them in accordance with the rights and obligations as stipulated by the relevant laws and administrative regulations.

Article 39 Where standard terms are adopted in concluding a contract, the party which supplies the standard terms shall determine the rights and obligations of the parties abiding by the principle of fairness, draw the attention of the other party in reasonable manners to note the exclusion or restriction of his liabilities, and explain the standard terms to the other party if required.

Standard terms are clauses which are prepared in advance for repeated use by one party and which are not negotiatied with the other party in concluding a contract.

Article 40 When astandard term is under any of the circumstances stipulated in Article 52 and Article 53 of this Law, or the party which supplies the standard terms exempts himself from his liabilities, increases the liabilities of the other party, or excludes the rights of the other party, the terms shall be void.

Article 41 If a dispute over the understanding of the standard terms occurs, it shall be interpreted according to general understanding. Where there are two or more kinds of interpretation, an interpretation unfavourable to the party supplying the standard terms shall be preferred. Where the standard terms are inconsistent with non-standard terms, the latter shall be adopted.

Article 42 The party shall be liable for damages if it is under any of the following circumstances in concluding a contract and thus causing losses to the other party:

(1) negotiated in bad faith under the pretext of concluding a contract, and;

(2) concealed deliberately important facts relating to the conclusion of the contract or provided deliberately false information;

(3) performed other acts which violate the principle of good faith.

Article 43 Business secrets a party learned during the course of concluding a contract shall not be disclosed or unfairly used, no matter the contract is established or not. The party who causes the other party to suffer from losses due to disclosing or unfairly using the business secrets shall be liable for damages.

CHAPTER 3 EFFECTIVENESS OF CONTRACTS

Article 44 The contract established according to law becomes effective when it is established.

With regard to contracts which are subject to approval or registration as provided for by the laws or administrative regulations, the provisions thereof shall be followed.

Article 45 The parties may agree on some collateral conditions relating to the effectiveness of a contract. The contract attaches with conditions precedent shall be effective when such conditions are accomplished. The contract with conditions subsequent shall be void when such conditions are accomplished.

To unfairly prevent the conditions from being accomplished by one party for its own interests shall be regarded as accomplished. To unfairly promote the accomplishment of the conditions by one party shall be regarded as not accomplished.

Article 46 The parties may agree on a conditional time period as to the effectiveness of the contract. A contract subject to an time limit for its entry into effect shall come into effect when the period expires. A contract with termination time period shall become invalid when the period expires. Article 47 A contract concluded by a person with limited civil capacity of conduct shall be effective after being ratified afterwards by the person's statutory agent, but a pure profit-making contract or a contract concluded which is appropriate to the person's age, intelligence or mental health conditions need not be ratified by his statutory agent.

The opposite party may urge the statutory agent to ratify the contract within one month. It shall be regarded as a refusal of ratification if the statutory agent does not fail to indicate a decision. The bona fide opposite party has the right to rescind the contract before the contract is ratified. The rescission shall be made by means of notification.

Article 48 A contract concluded by an person who has no power of agency, who oversteps the power of agency, or whose power of agency has expired and yet concludes it on behalf of the principal, shall have no legally binding force on the principal without ratification by the principal, and the person shall be held liable.

The opposite party may urge the principal to ratify the contract within one month. It shall be regarded as a refusal of ratification if the principal

fails to notify a decision. A bona fide opposite party has the right to rescind the contract before it is ratified. The rescission shall be made by means of notification.

Article 49 If a person has no power of agency, oversteps the power of agency, or the power of agency has expired and yet concludes a contract in the principal's name, and the opposite party has reasons to trust that the person has the power of agency, the act of agency shall be effective. Article 50 Where a statutory representative or a responsible person of a legal person or other organization oversteps his/her power and concludes a contract, the representative act shall be effective except that the opposite party knows or ought to have known that he/she is overstepping his/her powers.

Article 51 Where a person having no right of disposal of property disposes of properties of another person, and the principal ratifies the act afterwards or the person without power of disposal has obtained the power after concluding a contract, the contract shall be valid.

Article 52 A contract shall be void under any of the following circumstances:

(1) A contract is concluded through the use of fraud or coercion by one party, therefore damages the interests of the State;

(2) Malicious collusion is conducted to damage the interests of the State, a collective or a third party;

(3) An illegitimate purpose is concealed under the guise of legitimate acts;

(4) Damage the public interests;

(5) Violating the mandatory provisions of the laws and administrative regulations.

Article 53 The following immunity clauses in a contract shall be void:

(1) those that cause personal injury to the other party;

(2) those that cause property damages to the other party as a result of deliberate intent or gross fault.

Article 54 A party shall have the right to request the people's court or an arbitration institution to modify or revoke the following contracts:

(1) those concluded as a result of serious misunderstanding;

(2) those that are obviously unfair at the time when concluding the contract.

If a contract is concluded by one party against the other party's true intentions through the use of fraud, coercion or exploitation of the other party's unfavorable position, the injured party shall have the right to request the people's court or an arbitration institution to modify or revoke the contract. Where a party requests for modification, the people's court or the arbitration institution may not revoke the contract.

Article 55 The right to revoke a contract shall extinguish under any of the following circumstances:

(1) A party having the right to revoke the contract fails to exercise the right within one year from the day that it knew or ought to have known the revoking causes;

(2) A party having the right to revoke the contract clearly expresses or conducts an act to waive the right after it has known the revoking causes. Article 56 A contract that is void or revoked shall have no legally binding force from the very beginning. If part of a contract is void without affecting the validity of the other parts, the other parts shall still be valid.

Article 57 If a contract is void, revoked or terminated, it shall not affect the validity of the dispute settlement clause which is independently existing in the contract.

Article 58 The property acquired as a result of a contract shall be returned after the contract is confirmed to be null and void or has been revoked; where the property can not be returned or the return is unnecessary, it shall be reimbursed at its estimated price. The party at fault shall compensate the other party for losses incurred as a result

therefrom. If both parties are at fault, each party shall bear his corresponding liability.

Article 59 If the parties have maliciously conducted collusion to damage the interests of the State, a collective or a third party, the property thus acquired shall be turned over to the State or returned to the collective or the third party.

CHAPTER 4 PERFORMANCE OF CONTRACTS

Article 60 The parties shall perform their obligations thoroughly according to the terms of the contract.

The parties shall abide by the principle of good faith and perform the obligations of notification, assistance and maintaining confidentiality, etc. based on the nature and purpose of the contract or the transaction practices.

Article 61 Where, after the contract becomes effective, there is no agreement in the contract between the parties on the terms regarding quality, price or remuneration or place of performance, etc. or such agreement is unclear, the parties may agree upon supplementary terms through consultation. In case of a failure in doing so, the terms shall be determined from the context of relevant clauses of the contract or by transaction practices.

Article 62 If the relevant terms of a contract are unclear, nor can they be determined according to the provisions of Article 61 of this Law, the provisions below shall be applied:

(1) If the quality requirements are unclear, the State standards or trade standards shall be applied; if there are no State standards or trade standards, generally held standards or specific standards in conformity with the purpose of the contract shall be applied.

(2) If the price or remuneration is unclear, the market price of the place of performance at the time concluding the contract shall be applied; if the government-fixed price or government-directed price shall be followed in accordance with the law, the provisions of the law shall be applied. (3) If the place of performance is unclear, and the payment is in currency, the performance shall be effected at the place of location of the party receiving the payment; if real estate is to be delivered, the performance shall be effected at the place of location of the real estate; in case of other contract objects, the performance shall be effected at the place of location of the party fulfilling the obligations.

(4) If the time limit for performance is unclear, the obligor may at any time fulfill the obligations towards the obligee; the obligee may also demand at any time that the obligor performs the obligations, but a time limit for necessary preparation shall be given to the obligor.

(5) If the method of performance is unclear, the method which is advantageous to realize the purpose of the contract shall be adopted.

(6) If the the expenses of performance is unclear, the cost shall be born by the obligor.

Article 63 In cases where the government-fixed price or government-directed price is followed in a contract, if the said price is re-adjusted within the time limit for delivery as stipulated in the contract, the payment shall be calculated according to the price at the

time of delivery. If the delivery of the object is delayed and the price has risen, the original price shall be adopted; while the price has dropped, the new price shall be adopted. In the event of delay in receiving delivery of the object or late payment, if the price has risen, the new price shall be adopted; while the price has dropped, the original price shall be adopted.

Article 64 Where the parties agree that the obligor performs the obligations to a third party, and the obligor fails to perform the obligations to the third party or the performance does not meet the terms of the contract, the obligor shall be liable to the obligee for the breach of contract.

Article 65 Where the parties agree that a third party performs the obligations to the obligee, and the third party fails to perform the obligations or the performance does not meet the terms of the contract, the obligor shall be liable to the obligee for the breach of contract.

Article 66 If both parties have obligations towards each other and there is no order of priority in respect of the performance of obligations, the parties shall perform the obligations simultaneously. One party has the right to reject the other party's request for performance before the other party's performance. One party has the right to reject the other party's corresponding request for performance if the other party's performance does not meet the terms of the contract.

Article 67 Where both parties have obligations towards each other and there is an order of priority in respect of the performance, the party which shall render its performance first has not rendered the performance, the other party has the right to reject the request of performance. Where the party which shall render its performance first violates the terms of the contract while fulfilling the obligations, the other party has the right to reject the corresponding request for performance.

Article 68 One party, which shall render its performance first, may suspend the performance, if it has conclusive evidence that the other party is under any of the following circumstances:

(1) Its business conditions are seriously deteriorating;

(2) It has transferred its property and taken out its capital secretly to evade debt;

(3) It loses its goodwill;

(4) Other circumstances showing that it loses or is possible to lose the capacity of credit.

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

Article 69 One party to a contract which suspends its performance of the contract in accordance with the provisions of Article 68 of this Law, shall inform the other party of such suspension in time. It shall resume his performance of the contract when the other party provides a sure guarantee. After the suspension of the performance, if the other party does not reinstate hsi capacity of performance and does not provide a sure guarantee, the party suspending performance of the contract may rescind the contract.

Article 70 If the obligee does not notify the obligor his division, merger or a change of domicile so as to make it difficult for the obligor to perform the obligations, the obligor may suspend the performance of the contract or have the object lodged.

Article 71 The obligee may reject an advance performance of the contract by the obligor, except that the advance performance does not damage the interests of the obligee.

Additional expenses caused to the obligee by advance performance shall be borne by the obligor.

Article 72 The obligee may reject partial performance of the contract by the obligor, except that the partial performance does not damage the interests of the obligee.

Additional expenses caused to the obligee by partial performance shall be borne by the obligor.

Article 73 If the obligor neglects to exercise his due creditor's right, thus damages the interests of the obligee, the obligee may petition the people's court to be subrogated in his own name to the claim of the obligor, unless such claim is personal to the obligor.

The subrogation shall be exercised within the scope of the creditor's right of the obligee. The necessary expenses caused to the obligee by exercising subrogation shall be borne by the obligor.

Article 74 If the obligor renounces its due creditor's right or transfers its property gratis, thus damages the interests of the obligee, the obligee may petition the people's court to revoke the obligor's act. If the obligor transfers its property at an obviously unreasonable low price, thus damages the interests of the obligee, and the transferee knows such situation, the obligee may petition the people's court to revoke the obligor's act.

The right of revocation shall be exercised within the scope of the creditor's right of the obligee. The necessary expenses caused to the obligee by exercising the right of revocation shall be borne by the obligor.

Article 75 The time limit for exercising the right of revocation shall be one year, commencing from the day when the obligee is aware or ought to be aware of the causes of revocation. If the right of revocation has not been exercised within five years from the day when the act of the

obligor takes place, the right of revocation shall be extinguished.

Article 76 After a contract becomes effective, the parties may not reject to perform the obligations of the contract because of modification of the title or name of the parties, or change of the statutory representative, the responsible person or the executive person of the parties.

CHAPTER 5 MODIFICA TION AND ASSIGNMENT OF CONTRACTS

Article 77 A contract may be modified if the parties reach a consensus through consultation.

If the laws or administrative regulations stipulate that a contract shall be modified through the procedures of approval or registration, such provisions shall be followed.

Article 78 If the contents of the modified contract agreed by the parties are unclear, it shall be deemed that no amendment has been made.

Article 79 The obligee may assign, wholly or in part, its rights under the contract to a third party, except for any of the following circumstances:

(1) The rights under the contract may not be assigned according to the nature of the contract;

(2) The rights under the contract may not be assigned according to the agreement between the parties;

(3) The rights under the contract may not be assigned according to the law.

Article 80 An obligee assigning its rights shall notify the obligor. Without notifying the obligor, the assignment shall not become effective to the obligor.

The notice of assignment of rights may not be revoked, unless the assignee agrees thereupon.

Article 81 If the obligee assigns its rights, the assignee shall acquire the collateral rights relating to the principal rights, except that the collateral rights are personal to the obligee.

Article 82 After the obligor receives the notice of assignment of the creditor's rights, he may claim his demur in respect of the assignor to the assignee.

Article 83 When the obligor receives the notice of assignment of the creditor's rights, the obligor has due creditor's rights to the assignee, and the creditor's rights of the obligor are due in priority to the assigned creditor's rights or due at the same time, the obligor may claim to offset each other to the assignee.

Article 84 If a obligor assigns his obligations, wholly or in part, to a third party, it shall obtain consent from the obligee first.

Article 85 If an obligor assigns his obligations to a third party, the new obligor may claim the demur belonging to the original obligor in respect of the obligee.

Article 86 If the obligor assigns its obligations to a third party, the new obligor shall assume the collateral obligations relating to the principal obligations, except that the obligations are personal to the original obligor.

Article 87 Where the laws or administrative regulations stipulate that the assignment of rights or transfer of obligations shall go through approval or registration procedures, such provisions shall be followed.

Article 88 One party to a contract may assign the whole of its contractual rights and obligations to a third party with the consent of the other party. Article 89 If one party to a contract assigns the whole of its contractual rights and obligations to a third party, the provisions of Article 79, Article 81 to 83, and Article 85 to 87 of this Law shall be applied.

Article 90 If one party to a contract is merged after the contract is concluded, the legal person or other organization established after the merger shall exercise the contract rights and perform the contract obligations. If one party is devided after the contract is concluded, the legal persons or other organizations thus established after the division shall exercise the contract rights or assume the contract obligations jointly and severally. CHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTS

Article 91 The rights and obligations of contracts shall be terminated under any of the following circumstances:

(1) The debt obligations have been performed in accordance with the terms of the contract;

(2) The contract has been rescinded;

(3) The debts are mutually offset;

(4) The obligor lodges the object according to law;

(5) The debt obligations have been exempted by the obligee;

(6) The creditor's rights and debt obligations are assumed by the same person; or

(7) Other circumstances for termination as stipulated by the laws or agreed upon by the parties in the contract.

Article 92 When the rights and obligations of a contract are terminated, the parties to the contract shall, abiding by the principle of good faith, perform such obligations as giving a notice, providing assistance and maintaining confidentiality according to transaction practices.

Article 93 A contract may be rescinded if the parties to the contract reach a consensus through consultation.

The parties to a contract may agree upon the conditions to rescind the contract by one party. When such conditions are fulfilled, the party entitled to rescind the contract may rescind it.

Article 94 The parties to a contract may rescind the contract under any of the following circumstances:

(1) The purpose of the contract is not able to be realized because of force majeure;

(2) One party to the contract expresses explicitly or indicates through his acts, before the expiry of the performance period, that it will not perform the principal debt obligations;

(3) One party to the contract delays in performing the principal debt obligations and fails, after being urged, to perform them within a reasonable time period;

(4) One party to the contract delays in performing the debt obligations or commits other acts in breach of the contract so that the purpose of the contract is not able to be realized; or

(5) Other circumstances as stipulated by law.

Article 95 Where the laws stipulate or the parties agree upon a time limit to exercise the right to rescind the contract, and no party exercises it when the time limit expires, the said right shall be extinguished.

Where the law does not stipulate or the parties make no agreement upon a time limit to exercise the right to rescind the contract, and no party exercises it within a reasonable time period after being urged, the said right shall be extinguished.

Article 96 One party to a contract shall give a notice to the other party if it advances to rescind the contract according to the provisions of Paragraph 2, Article 93 and Article 94 of this Law. The contract shall be rescinded when the notice reaches the other party. The party may, if the other party disagrees therewith, petition a people's court or an arbitration institution to confirm the effectiveness of the rescission.

Where the laws or administrative regulations stipulate that the rescission of a contract shall go through the formalities of approval and registration, the provisions thereof shall be followed.

Article 97 After the rescission, the part of the contract has not yet been performed shall be terminated; the part that has been performed, a party to the contract may, in light of the performance and the nature of the contract, request that the original status be restored or other remedial measures to be taken.

Article 98 The termination of the rights and obligations of a contract may not affect the force of the settlement and clearance clauses in the contract. Article 99 Where each party to a contract have debts due to the other and the category and nature of the debts are the same, either party may offset his debt against that of the other, except that the debts may not be offset according to the provisions of the laws or the nature of the contract.

Any party advancing to offset the debts shall give a notice to the other party. Such notice shall be effective upon reaching the other party. The offset may not be accompanied by any conditions or time limit.

Article 100 Where the parties to a contract have debts due mutually and the category and nature of the debts are different, they may offset the debts if both parties have reached a consensus through consultation.

Article 101 The obligor may lodge the object if the debt obligatcons are difficult to be performed under any of the following circumstances:

(1) The obligee refuses to accept them without justified reasons;

(2) The obligee is missing;

(3) The obligee is deceased and the heir is not yet determined, or the obligee has lost his conduct capacity and the guardian is not yet determined; or

(4) Other circumstances as stipulated by law.

If the object is not fit to be lodged or the lodgement expenses are too high, the obligor may, according to law, auction or sell the object and lodge the money obtained.

Article 102 After the object is lodged, the obligor shall, unless the obligee is missing, give a notice in time to the obligee or the heir or guardian of the obligee.

Article 103 The risk of damage and loss of the object after being lodged shall be borne by the obligee. During the period of lodgement, the fruits generated by the object shall belong to the obligee. The lodgement expenses shall be borne by the obligee.

Article 104 The obligee may claim the lodged object at any time. However, if the obligee owes obligations to the obligor the lodgement authorities shall refuse to release the lodged object, at the request of the obligor, before the obligee has performed his debt obligations or provides a guaranty. The right to claim the lodged object by the obligee shall be extinguished if it has not been exercised within 5 years as of the date of lodgement. The lodged object shall be owned by the State after the lodgement expenses has been deducted.

Article 105 If the obligee exempts the obligor from the debt obligations wholly or in part, the whole or part of the rights and obligations of a contract shall be terminated.

Article 106 If the creditor's rights and debt obligations are assumed by the same person, the rights and obligations of a contract shall be terminated, except for those which involve the interests of a third party.

CHAPTER 7 LIABILITY FOR BREACH OF CONTRACT

Article 107 Where one party to a contract fails to perform the contract obligations or its performance fails to satisfy the terms of the contract, the party shall bear such liabilities for breach of contract as to continue to perform its obligations, take remedial measures, or compensate for losses. Article 108 Where one party to a contract expresses explicitly or indicates through his acts that he will not perform the contract, the other party may hold him liable for breach of contract before the time limit of the performance has expired.

Article 109 If one party to a contract fails to pay the price or remuneration, the other party may request him to make the payment.

Article 110 Where one party to a contract fails to perform the non-monetary debt or his performance of non-monetary debt fails to satisfy the terms of the contract, the other party may request him to perform it except under any of the following circumstances:

(1) It is unable to be performed in law or in fact;

(2) The object of the debt is unfit for compulsory performance or the performance expenses are too high; or

(3) The creditor fails to demand the performance within a reasonable time limit.

Article 111 If the quality fails to satisfy the terms of the contract, the breach of contract damages shall be borne according to the terms of the contract agreed upon by the parties. If there is no agreement in the contract on the liability for breach of contract or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 61 of this Law, the damaged party may, in light of the nature of the object and the degree of losses, reasonably choose to request the other party to bear the liabilities for breach of contract such as repairing, substituting, reworking, returning the goods, or reducing the price or remuneration.

Article 112 Where one party to a contract fails to perform the contract obligations or his performance fails to satisfy the terms of the contract, the party shall, after performing its obligations or taking remedial measures, compensate for the losses, if the other party suffers from other losses. Article 113 Where one party to a contract fails to perform the contract obligations or his performance fails to satisfy the terms of the contract and causes losses to the other party, the amount of compensation for losses shall be equal to the losses caused by the breach of contract, including the interests receivable after the performance of the contract, provided not exceeding the probable losses caused by the breach of contract which has been foreseen or ought to have been foreseen when the party in breach concludes the contract.

If a business operator practices fraud activities while providing a consumer goods or service shall be liable for damages in accordance with the Law of the People's Republic of China on the Protection of Consumer Rights and Interests.

Article 114 The parties to a contract may agree that the party in breach shall pay damages of a certain amount in light of the breach circumstance, or may agree upon the calculating method of compensation for losses resulting from the breach of contract.

If the agreed amount for breach of contract damages are lower than the losses incurred, any party may petition the people's court or an arbitration institution to increase it; if it is excessively higher than the losses incurred, any party may petition the people's court or an arbitration institution to

make an appropriate reduction.

If the parties to a contract agree upon the amount for breach of contract damages in respect to delay in performance, the party in breach shall perform the debt obligations after paying the breach of contract damages.

Article 115 The parties to a contract may, according to the Guaranty Law of the People's Republic of China, agree that one party pays a deposit to the other party as the guaranty for the creditor's rights. After the debt obligations are performed by the obligor, the deposit shall be returned or offset against the price. If the party that pays the deposit

fails to perform the agreed debt obligations, it shall have no right to reclaim the deposit. If the party that receives the deposit fails to perform the agreed debt obligations, it shall return twice the amount of the deposit.

Article 116 Where the parties to a contract have stipulated both breach of contract damages and a deposit, when one party violates the contract, the other party may choose to apply the breach of contract damages clause or the deposit clause.

Article 117 In case that a contract is not able to be performed because of force majeure, the liabilities shall be exempted in part or wholly in light of the effects of force majeure, except as otherwise stipulated by law. If the force majeure occurs after one party has delayed his performance, the liability may not be exempted.

Force majeure as referred to in this Law means the objective circumstances that are unforeseeable, unavoidable and insurmountable.

Article 118 One party to a contract that is not able to perform the contract because of force majeure shall give a notice to the other party in time so as to reduce the probable losses to the other party and provide evidence within a reasonable time limit.

Article 119 After one party violates a contract, the other party shall take proper measures to prevent from the amplification of losses; if the other party fails to take proper measures so that the losses are amplified, it may not claim any compensation as to the amplified losses.The reasonable expenses paid toprevent from the amplification of losses shall be borne by the party in breach.

Article 120 In case that both parties breach the contract, each shall bear its corresponding liability.

Article 121 One party that breaches the contract because of a third party shall be liable for the breach of contract to the other party. The disputes between the said party and the third party shall be settled according to law or their agreement.

Article 122 In case that the breach of contract by one party infringes upon the personal or property rights of the other party, the aggrieved party shall be entitled to claim the assumption by the violating and infringing party of liabilities for breach of contract according to this

Law, or to claim the assumption by the violating and infringing party of liabilities for infringement according to other laws.

CHAPTER 8 MISCELLANEOUS PROVISIONS

Article 123 If there are provisions as otherwise stipulated in respect to contracts in other laws, such provisions shall be followed.

Article 124 Any contract which is not addressed explicitly in the Specific Provisions of this Law or other laws shall apply the provisions of the General Provisions of this Law. The most closely correspondant provisions in the Specific Provisions of this Law or in other laws may be applied. Article 125 With regard to disputes between the parties to a contract concerning the understanding of a clause of the contract, the true intention of such clause shall be determined according to the terms and expressions used in the contract, the contents of the relevant clauses of the contract, the purpose of the contract, the transaction practices and the principle of good faith.

Where two or more languages are adopted in the text of a contract and it is agreed that both texts are equally authentic, it shall be presumed that the terms and expressions in various versions have the same meaning. In case that the terms and expressions in different versions are inconsistent, they shall be interpreted according to the purpose of the contract.

Article 126 The parties to a contract involving foreign interests may choose the law applicable to the settlement of their contract disputes, except as otherwise stipulated by law.

If the parties to a contract involving foreign interests have not made a choice, the law of the country to which the contract is most closely connected shall be applied.

The contracts for Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and Chinese-foreign cooperative exploration and development of natural resources to be performed within the territory of the People's Republic of China for which the laws of the People's Republic of China shall apply.

Article 127 The departments of administration for industry and commerce and other competent departments shall, within the scope of their respective competence and functions, be responsible for supervision over and dealing with illegal acts which take advantage of contracts to

endanger and harm the State interests and public interests. In case that a crime is constituted, criminal liabilities shall be investigated.

Article 128 The parties may resolve disputes relevant to the contract through settlement or conciliation.

The parties may, if unwilling to resolve their disputes through settlement or conciliation or failing in the settlement or conciliation, apply to an arbitration institution for arbitration according to their arbitration agreement. The parties to a contract involving foreign interests may, according to their arbitration agreement, apply for arbitration to a Chinese arbitration institution or other arbitration

institutions. If there is no arbitration agreement between the parties or the arbitration agreement is null and void, they may bring a lawsuit before the people's court. The parties shall perform the court judgments, arbitration awards or settlement agreement which has become effective. In case any refusal in respect to the performance, the other party may petition the people's court for execution.

Article 129 The time limit for action before the people's court or for arbitration before an arbitration institution regarding disputes relating to contracts for international sales of goods and contracts for

technology import and export shall be four years, counting from the date on which the party knew or ought to have known the infringement on its rights. The time limits for action before the people's court or for arbitration before an arbitration institution regarding other contracts disputes shall be as provided for in the provisions of the relevant laws.

SPECIFIC PROVISIONS

CHAPTER 9 SALES CONTRACTS

Article 130 A sales and purchase contract is a contract whereby the seller transfers the ownership of an object to the buyer and the buyer pays the price for it.

Article 131 Other than those as stipulated in Article 12 of this Law, a sales contract may also contain such clauses as package manner, inspection standards and method, method of settlement and clearance, language adopted in the contract and its authenticity.

Article 132 An object to be sold shall be owned by the seller or of that the seller is entitled to dispose.

Where the transfer of an object is prohibited or restricted by the laws and administrative regulations, the provisions thereof shall be followed. Article 133 The ownership of an object shall be transferred upon the delivery of the object, except as otherwise stipulated by law or agreed upon by the parties.

Article 134 The parties to a sales contract may agree that the ownership shall belong to the seller if the buyer fails to pay the price or perform other obligations.

Article 135 The seller shall perform the obligation of delivering to the buyer the object or the documents of taking delivery of the object, and transfer the ownership of the object.

Article 136 The seller shall, according to the terms of the contract or transaction practices, deliver to the buyer relevant documents and materials other than the documents to take delivery of the object.

Article 137 When an object such as computer software with intellectual property rights is sold, the intellectual property rights of such object shall not belong to the buyer except as otherwise stipulated by law or agreed upon by the parties.

Article 138 The seller shall deliver the object according to the agreed time limit. If a time limit of delivery is agreed upon, the seller may deliver at any time within the said time limit.

Article 139 Where there is no agreement in the contract between the parties as to the time limit to deliver the object or such agreement is unclear, the provisions of Article 61 and Sub-Paragraph (4), Article 62 of this Law shall be applied.

Article 140 If an object was already possessed by the buyer prior to the contract is concluded, the delivery time shall be the time when the contract goes into effect.

Article 141 The seller shall deliver the object to the agreed place. Where there is no agreement in the contract between the parties as to the place to deliver the object or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the following provisions shall be applied:

(1) In case the object requires carriage, the seller shall deliver the object to the first carrier so as to hand it over to the buyer; or

(2) In case the object does not require carriage, and the seller and buyer both know the place of the object when concluding the contract, the seller shall deliver the object at such place; if the place is unknown, the object shall be delivered at the place where the seller had his place of business at the time of conclusion of the contract.

Article 142 The risk of damage or loss of an object shall be borne by the seller before the delivery of the object and by the buyer after the delivery, except as otherwise stipulated by law or agreed upon by the parties.

Article 143 Where the object cannot be delivered according to the agreed time limit due to causes of the buyer, the buyer shall bear the risk of damage or loss of the object as of the date of breach of the provision stipulating the time.

Article 144 Where the seller sells an object delivered to a carrier for carriage and en route of carriage, the risk of damage or loss of the object shall be borne by the buyer as of the time of establishment of the contract, except as otherwise agreed upon by the parties.

Article 145 Where there is no agreement in the contract between the parties as to the place of delivery or such agreement is unclear, and the object requires carriage according to the provisions of Sub-paragraph (1), Paragraph 2, Article 141 of this Law, the risk of damage or loss of the object shall be borne by the buyer after the seller has delivered the object to the first carrier.

Article 146 Where the seller has placed an object at the place of delivery according to the provisions of Sub-paragraph (2), Paragraph 2, Article 141 of this Law, while the buyer fails to take delivery of the object by breaching the terms of the contract, the risk of damage ro loss of the object shall be borne by the buyer as of the date of breach.

Article 147 The buyer's failure in delivering the documents and materials relating to the object according to the terms of the contract may not affect the risk transfer of the damage or loss of the object.

Article 148 Where it is not able to realize the purpose of a contract because the quality of the object has not satisfied the quality requirements, the buyer may refuse to accept the object or rescind the contract. Where the buyer refuses to accept the object or rescinds the contract, the seller shall bear the risk of damage or loss of the object.

Article 149 Where the buyer bears the risk of damage or loss of the object, it doesn't affect his right to hold the seller liable for for breach of contract if the seller's performance fails to conform with the terms of the contract.

Article 150 The seller shall, in respect of the object delivered, assume the obligation to guarantee that no third party may claim any right to the buyer, except as otherwise stipulated by law.

Article 151 Where the buyer knew or ought to have known at the time of concluding the contract, that a third party has rights on the object to be sold, the seller may assume no obligation as stipulated in Article 150 of this Law.

Article 152 Where the buyer has conclusive evidence to demonstrate that a third party might claim rights on the object, he may suspend to pay the corresponding price, unless the seller provides a proper guaranty.

Article 153 The seller shall deliver the object according to the agreed quality requirements. In case that the seller provides with the quality specifications concerning the object, the delivered object shall satisfy the quality requirements in such specifications.

Article 154 Where there is no agreement between the parties in the contract on the object quality requirements or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the provisions of Sub-paragraph (1), Article 62 of this Law shall be applied.

Article 155 Where the object delivered by the seller fails to conform to the quality requirements, the buyer may hold the seller liable for breach of contract according to the provisions of Article 111 of this Law.

Article 156 The seller shall deliver the object in the agreed package manner. Where there is no agreement on package manner in the contract or the agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the object shall be packed in a general manner, and if there is no general manner, a package manner enough to protect the object shall be adopted.

Article 157 The buyer shall inspect the object within the agreed inspection period after receiving the object. In case there is no such period agreed upon in the contract, the inspection shall be made in time.

Article 158 Where the parties have agreed upon the inspection period in the contract, the buyer shall, within the period for inspection, give a notice to the seller that the object quantity or quality fails to conform to the terms of the contract. If the buyer is negilent in giving such a notice, it shall be deemed that the object quantity or quality has conformed to the terms of the contract.

Where there is no agreement between the parties in the contract on the inspection period, the buyer shall give a notice to the seller within a reasonable time period after it found or ought to have found that the object quantity or quality fails to conform to the terms of the contract. If the buyer fails in giving a notice within such reasonable time period or within 2 years as of the date of receiving the object, it shall be deemed that the object quantity or quality has conformed to the terms of the contract. However, if there is a quality guarantee period for the object, the said quality guarantee period shall be apply instead of the above said 2 years.

Where the seller knew or ought to have known the object to be provided does not conform to the terms of the contract, the buyer may not be restricted by the time limit as stipulated in the preceding paragraph.

Article 159 The buyer shall pay the price according to the agreed amount in the contract. If there is no agreement in the contract on the price or

such agreement is unclear, the provisions of Article 61 and Sub paragraph (2), Article 62 of this Law shall apply.

Article 160 The buyer shall pay the price at the agreed place. If there is no agreement in the contract on the place of payment or the agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the buyer shall pay at the seller's business place. However, if it is agreed that the delivery of the object or the documents to take delivery of the object is set as a prerequisite to the payment of the price, the payment shall be made at the place where the object or the documents to take delivery of the object is/are delivered.

Article 161 The buyer shall pay the price at the agreed time. If there is no agreement in the contract on the time of payment or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the buyer shall pay at the same time when receiving the object or the documents to take delivery of the object.

Article 162 Where the seller delivers greater quantity of objects than stipulated, the buyer may accept or refuse to accept the excess part. In case the buyer accepts the excess part, the buyer shall pay for it at the price in the original contract; if he refuses to accept the excess part, the buyer shall give a notice to the seller promptly.

Article 163 Any fruits generated by the object before delivery shall be owned by the seller, while those generated after delivery shall be owned by the buyer.

Article 164 If a contract is rescinded resulting from that the principal part of the object fails to satisfy the terms of the contract, the effectiveness of the rescission shall extend to the collateral part. Where the collateral part of the object fails to satisfy the terms of the contract so that it has been rescinded, the effectiveness of the rescission may not extend to the principal part.

Article 165 Where the object contains several items and one of them fails to satisfy the terms of the contract, the buyer may rescind the contract with respect to such item. However, if its separation from other items will damage the object value obviously, the parties may rescind the contract with respect to such several items.

Article 166 Where the seller delivers the object in separate batches, if the seller fails to deliver one batch of the object or the delivery of the batch fails to satisfy the terms of the contract so that the said batch can not realize the contract purpose, the buyer may rescind the contract with respect to such batch of object.

If the seller fails to deliver one batch of object or the delivery of the batch fails to satisfy the terms of the contract so that the delivery of the subsequent batches of objects can not realize the contract purpose, the buyer may rescind the contract with respect to such batch and the subsequent batches of objects.

If the buyer has rescinded the contract with respect to one batch of object and such batch of object and other batches of the object are interdependent, the buyer may rescind the contract with respect to the various batches of object delivered and undelivered.

Article 167 Where the buyer making payment by installments fails to pay the price due and the amount unpaid accounts for one fifth of the whole price, the seller may request the buyer to pay the whole price or rescind the contract.

Where the seller rescinds the contract, the seller may request the buyer to pay a fee for the use of such object.

Article 168 The parties to a sales transaction based upon the sample shall seal up the sample, and may make specifications on the sample quality. The object delivered by the seller shall have the same quality as the sample and the specifications.

Article 169 Where the buyer to a sales transaction based upon the sample does not know that the sample has a hidden defect, even if the object delivered is the same as the sample, the object delivered by the seller shall still meet the normal standards of the kind.

Article 170 The parties to a sales transaction on trial use may agree on a trial period for the use of the object. If there is no agreement in the contract on such period or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, it shall be determined by the seller.

Article 171 The buyer to a sales transaction on trial use may, during the trial period, buy the object or refuse to buy it. Upon expiry of the trial period, if the buyer fails to express whether or not to buy the object, he shall be deemed to have purchased it.

Article 172 The rights and obligations of the parties to a sale by tender and the procedures for the invitation and submission for tenders, shall be governed by the provisions of relevant laws and administrative regulations.

Article 173 The rights and obligations of the parties to an auction and the procedures therefor, shall be in accordance with the provisions of relevant laws and administrative regulations.

Article 174 Where there is any provision on other non-gratuitous contracts in the laws, such provisions shall be followed; if there is no such provisions, reference shall be made to the relevant provisions regarding sales contracts.

Article 175 Where the parties make an agreement on a barter trade, and the ownership of the object is to be transferred, reference shall be made to

the relevant provisions regarding sales contracts.

CHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WA TER, GAS AND HEAT

Article 176 A contract for supply and use of electricity refers to a contract whereby the supplier of electricity supplies electricity to the user of electricity, and the user pays the electric fee.

Article 177 The contents of a contract for supply and use of electricity shall contain such clauses as the manner, quality, and time of supplying electricity, quantity of use, address and nature of use, method of measurement, method of settlement and clearance of electricity price and fees, and the responsibility for maintaining the facilities for supply and use of electricity.

Article 178 The place of performance of a contract for supply and use of electricity shall be agreed upon by the parties. Where there is no such agreement between the parties in the contract or such agreement is unclear, the point marking the boundary between each party's right to the electricity supply facilities shall be the performance place.

Article 179 The supplier of electricity shall safely supply electricity in accordance with the standards for the supply of electricity stipulated by the State and the terms of the contract. Where the supplier of electricity fails to safely supply electricity in accordance with the standards for the supply of electricity as stipulated by the State and the terms of the contract, and causes losses to the user of electricity, the supplier shall be liable for damages.

Article 180 When the supplier of electricity needs to suspend the supply of electricity due to such reasons as planned or ad hoc inspection and repair of the facilities for supply of electricity, restriction on electricity according to law or use of electricity in violation of the law on the part of the user, he shall notify the user of electricity in advance in accordance with the relevant provisions of the State. Where he suspends the supply without notifying the user in advance and causes losses to the user, the supplier of electricity shall be liable for

damages.

Article 181 Where the supplier of electricity suspends the supply of electricity due to natural disasters or other such reaons, the supplier shall make repairs in time in accordance with the relevant provisions of the State. Where it fails to make repairs in time and causes losses to the user, he shall be liable for damages.

Article 182 The user of electricity shall pay the electricity fees as scheduled in accordance with the relevant provisions of the State and the terms of the contract. If the user of electricity does not pay the electricity fees within the time limit, it shall pay breach of contract

damages in accordance with the terms of the contract. If the user still does not pay the electricity fees and the breach of contract damages within a reasonable time period after being reminded to do so, the supplier may suspend the supply of electricity in accordance with the procedures stipulated by the State.

Article 183 The user of electricity shall use the electricity in accordance with the relevant provisions of the State and the terms of the contract. Where the user of electricity fails to use the electricity safely according to the relevant provisions of the State and the terms

of the contract and causes losses to the supplier of electricity, he shall be liable for damages.

Article 184 With regards to contracts for supply and use of water, gas or heating, reference shall be made to the provisions on contracts for supply and use of electricity.

CHAPTER 11 DONATION CONTRACTS

Article 185 A donation contract refers to a contract whereby the donator presents gratis its property to the donee, and the donee expresses the acceptance of the donation.

Article 186 The donator may rescind the donation before transfer of the rights of the donated property.

Where a donation contract is of such nature as for public welfare or moral obligations in providing disaster or poverty relief, or the donation contract is notarized, the provisions of the preceding paragraph shall not apply.

Article 187 If the law requires that procedures such as registration, etc. be carried out in respect of the donated property, the relevant procedures shall be carried out.

Article 188 In the case of a donation contract being of such nature as for public welfare or moral obligations in providing disaster or poverty relief, or that the donation contract is notarized, if the donator does not deliver the donated property, the donee may request for the delivery.

Article 189 Where, due to the deliberate intention or gross fault of the donator, damages or losses are caused to the donated property, the donator shall be liable for damages.

Article 190 The donation may be subject to collateral obligations.

Where the donation is subject to collateral obligations, the donee shall perform the obligations in accordance with the terms of the contract.

Article 191 Where a donated property has defects, the donator shall not bear any liability. In the case of a donation subject to collateral obligations, if the donated property has defects, the donator shall bear the same liability as a seller within the limit of the collateral obligations.

Where the donator does not inform of the defects intentionally or insures that there is no defect, thus causing losses to the donee, the donator shall be liable for damages.

Article 192 Where the donee is under any of the following circumstances, the donator may rescind the donation:

(1) have serious misconduct towards the donator or his/her close relatives;

(2) have an obligation to maintain the donator but failed to do so ;

(3) fail to perform the obligations agreed upon in the donation contract.

The right of the donator to rescission shall be exercised within one year as of the date when he knew or ought to have known the rescission reasons. Article 193 In the case of a donee's illegal acts resulting in the death of the donator or the loss of the donator's civil of capacity conduct, the heir or statutory agent of the donator may rescind the donation.

The right to rescission of the heir or statutory agent of the donator shall be exercised within six months as of the date when he knew or ought to have known the rescission reasons.

Article 194 Where a person having the right to rescission rescinds a donation, the person may request the donee to return the donated property. Article 195 Where economic conditions of a donator is obviously deteriorating, which seriously affects his business production and operations or family life, the donator may be released from performing his donation obligations.

CHAPTER 12 LOAN CONTRACTS

Article 196 A loan contract refers to a contract whereby the borrower raises a loan from the lender, and repays the loan with interest thereof when it is due.

Article 197 Loan contracts shall be in writting, unless the loan is between natural persons who have agreed otherwise .

The contents of a loan contract shall contain such clauses as the category, type of currency, purpose of use, amount, interest rate of the loan, the term and method for returning the loan.

Article 198 In concluding a loan contract, the lender may require the borrower to provide a guaranty. The guaranty shall abide by the provisions of the Guaranty Law of the People's Republic of China.

Article 199 In concluding a loan contract, the borrower shall provide truthful information about the business activities and financial conditions relating to the loan according to the requirements of the lender.

Article 200 The interest of a loan shall not be deducted from the principal in advance. Where the interest is deducted in advance from the principal, the loan shall be repaid and the amount of the interest be calculated according to the actual amount of the loan.

Article 201 Where a lender fails to provide the loan in accordance with the agreed date and amount and causes losses to the borrower, the lender shall compensate for the losses.

Where a borrower fails to accept the loan in accordance with the agreed date and amount, the borrower shall pay the interest according to the agreed date and amount.

Article 202 The lender may inspect and supervise the use of the loan in accordance with the terms of the contract. The borrower shall provide regularly the relevant financial statements and other materials to the lender in accordance with the terms of the contract.

Article 203 Where a borrower fails to use the loan in accordance with the agreed usage of the loan, the lender may cease to provide the loan, recall the loan ahead of time or rescind the contract.

Article 204 Loan interest rates of the financial institutions conducting loan business shall be determined according to the maximum and minimum limits of loan interest rates stipulated by the People's Bank of China.

Article 205 The borrower shall pay the interest in accordance with the agreed time limit. Where there is no agreement in the contract as to the time limit for payment of interest or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the interest shall be paid at the time when the loan is repayed for loans under a term of less than one year; as for loans under a term of more than one year, the interest shall be paid on each anniversary of the loan, and if the remaining term is less than one year, the interest thereof shall be paid at the time when the loan is repayed.

Article 206 The borrower shall repay the loan in accordance with the agreed time limit in the contract. Where there is no agreement in the contract as to the loan term or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the borrower may repay the loan at any time, and the lender may urge the

borrower to return the loan within a reasonable time limit.

Article 207 Where a borrower fails to repay the loan in accordance with the agreed time limit, the borrower shall pay overdue interest according to the terms of the contract or the relevant provisions of the State.

Article 208 Where a borrower repays a loan ahead of time, unless agreed otherwise between the parties, the interest shall be calculated according to the actual term of the loan.

Article 209 The borrower may apply to the lender for an extension of the loan repay term before the loan term expires. If the lender so agrees, the term may be extended.

Article 210 A loan contract between natural persons shall take effect as of the time when the lender extends the loan.

Article 211 If there is no agreement in a loan contract between natural persons as to the payment of interest or such agreement is unclear, no payment of interest shall be deemed payable.

If the payment of interest is agreed in a loan contract between natural persons, the loan interest rates shall not violate the provisions of the State on the restriction on loan interest rates.

CHAPTER 13 LEASE CONTRACTS

Article 212 A lease contract refers to a contract whereby the lessor shall deliver the leased property to the lessee for the latter's use or collecting fruits from the use, and the lessee agrees to pay rent.

Article 213 The contents of a lease contract shall contain such clauses as the name, quantity, purpose for use, term of the lease, rent as well as time limit and method for its payment, maintenance of the leased property.

Article 214 The term of a lease may not exceed 20 years; in the case of a term exceeding 20 years, the exceeding part shall be invalid.

At the expiry of the term of the lease, the parties may extend the lease contract; however, the extended term of the lease agreed upon shall not exceed 20 years as of the date of extending the contract.

Article 215 Where a lease term is over 6 months, the lease contract shall be in writing. If the parties do not conclude it in writing, it shall be deemed to be indefinite.

Article 216 The lessor shall deliver the leased property to the lessee and keep it in a condition fit for the stipulated use according to the terms of the contract during the lease term.

Article 217 The lessee shall use the leased property in accordance with the methods agreed upon in the contract. Where there is no agreement in the contract on the methods for using the leased property or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the leased property shall be used in a manner in light of its nature.

Article 218 Where the lessee uses the leased property in accordance with the methods agreed upon in the contract or the nature of the leased property and causes losses to the leased property, the lessee shall not bear the liability for damages.

Article 219 Where the lessee uses the leased property not in accordance with the methods agreed upon in the contract or the nature of the leased property and causes losses to the leased property, the lessor may rescind the contract and claim compensation for losses.

Article 220 The lessor shall perform the obligation of maintenance of the leased property, except as otherwise agreed upon by the parties.

Article 221 The lessee may request the lessor to maintain and repair the leased property within a reasonable time limit when the leased property needs maintenance and repair. Where the lessor fails to perform the obligations of maintaining and repairing the leased property, the lessee may maintain it by itself, and the expenses for the maintenance shall be

borne by the lessor. Where the maintenance affects the use of the leased property, the rent shall be reduced or the lease term shall be extended correspondingly.

Article 222 The lessee shall keep due care of the leased property. In case that lack of due care causes damages to or loss of the leased property, the lessee shall bear the liability for damages.

Article 223 With the consent of the lessor, the lessee may improve or add other items to the leased property.

Where a lessee improves or adds other items to a leased property without the consent of the lessor, the lessor may request the lessee to restore it to the original conditions or compensate for the losses.

Article 224 With the consent of the lessor, the lessee may sublet the leased property to a third party. In the case of subletting by the lessee, the lease contract between the lessee and lessor shall continue to be effective, and the lessee shall compensate for the losses if the third party causes losses to the leased property.

Where the lessee sublets the leased property without the consent of the lessor, the lessor may rescind the contract.

Article 225 The proceeds gained due to possession or use of the leased property shall belong to the lessee, except as otherwise agreed upon by the parties.

Article 226 The lessee shall pay the rent according to the time limit agreed upon in the contract. Where there is no agreement in the contract as to the time limit for payment or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law,

the rent shall be paid at the expiry of the lease term if the lease term is less than one year, or shall be paid at each anniversary of the lease if the lease term is more than one year, the rest of rent shall be paid at the expiry of the lease term if the remaining lease term is less than one year. Article 227 Where the lessee fails to pay or delays the payment of the rent without justified reasons, the lessor may require him to pay the rent within a reasonable time limit. If the lessee fails to pay the rent according to the time limit, the lessor may rescind the contract.

Article 228 Where a third party claims rights and makes it impossible for the lessee to use or obtain proceeds from the leased property, the lessee may request a reduction of rent or not to pay the rent.

Where rights are claimed by a third party, the lessee shall notify the lessor in time.

Article 229 In the case of a change of ownership of the leased property during the lease period, the effectiveness of the contract shall not be affected.

Article 230 If a lessor intends to sell a leased house, he shall, within a reasonable time period prior to the sale, notify the lessee and the lessee shall have the preemptive right to buy the leased house on the same conditions.

Article 231 If, due to causes which are not attributable to the lessee, part or all of the leased property is damaged, or lost, the lessee may request for a reduction of the rent or not to pay the rent. If the damage or loss of part or all of the leased property makes it impossible to realize the purpose of the contract, the lessee may rescind the contract.

Article 232 Where there is no agreement between the parties in the contract as to the term of the lease or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, such lease shall be considered to be an indefinite lease. Either party may rescind the contract at any time, provided that if the contract is terminated by the lessor, he shall notify the lessee a reasonable time in advance.

Article 233 Where a leased property endangers the safety or health of the lessee, even if the lessee knows the leased property does not meet the quality requirements when concluding the contract, the lessee may rescind the contract at any time.

Article 234 Where the lessee is deceased during the term of a house lease, the persons who live together with the deceased may lease the house in accordance with the original lease contract.

Article 235 The lessee shall return the leased property at the expiry of the lease term. The property returned shall be in conformity with the conditions after use according to the terms of the contract or the nature of the leased property.

Article 236 Where the lessee continues to use the leased property after the expiry of the lease term, and the lessor does not raise objection, the original lease contract shall continue to be effective, but the lease term is indefinite.

CHAPTER 14 LEASE-FINANCE CONTRACTS

Article 237 A lease-finance contract refers to a contract whereby the lessor buys the leased property from the seller based on the lessee's choice of the seller and the leased property, and supplies it to the lessee for the latter's use, and the lessee pays the rent.

Article 238 The contents of a lease-finance contract shall contain such clauses as the title, quantity, specifications, technical performance and inspection methods of the leased property, the term of the lease, the rent composition and the time limit and type of

currency for rent, and the ownership of the leased property at the expiry of the lease term.

A lease-finance contract shall be in writing.

Article 239 With regard to the sales contract concluded by the lessor based on the lessee's choice of the seller and the leased property, the seller shall deliver the object to the lessee according to the terms of the contract, and the lessee shall enjoy the rights of a buyer relating to the received object.

Article 240 The lessor, seller and lessee may agree that, where the sellor fails to perform the sales contract, the lessee shall exercise the right to claims. Where the lessee exercises the right, the lessor shall provide assistance.

Article 241 The sales contract concluded by the lessor based on the lessee's choice of the seller and the leased property, shall not be modified in respect of the contents of the contract relating to the lessee without the consent of the lessee.

Article 242 The lessor shall be entitled to the ownership of the leased property. In case of bankruptcy of the lessee, the leased property does not belong to the bankrupt property.

Article 243 The rent under a lease-finance contract shall be determined according to the major part or whole of the cost for purchasing the leased

property and the reasonable profit of the lessor, unless as otherwise agreed upon by the parties.

Article 244 Where the leased property does not conform to the terms of the contract or the purpose of its use, the lessor shall not bear any liability, except that the lessee decides on the the leased property in reliance on the technical ability of the lessor or the lessor interferes with the choice of the leased property.

Article 245 The lessor shall warrant that the lesse may possess and use the leased property.

Article 246 Where the leased property causes personal injury or property damages to a third party during the period wherein the lessee possesses the leased property, the lessor does not bear liability.

Article 247 The lessee shall keep due care of the leased property and use it properly.

The lessee shall perform the obligations of maintaining and repairing the leased property during the period wherein the lessee possesses the leased property.

Article 248 The lessee shall pay the rent according to the terms of the contract. If the lessee still does not pay the rent within a reasonable time period after being urged, the lessor may request him to pay all the rent, or rescind the contract and take back the leased property.

Article 249 Where the parties agree in the contract that the leased property shall belong to the lessee at the expiry of the lease term, the lessee has paid the majority of the rent but is unable to pay the remaining rent, and the lessor rescinds the contract for this reason and takes back the leased property, the lessee may request the lessor to

return a certain part if the value of the leased property taken back exceeds the rent and other expenses which the lessee owes to the lessor.

Article 250 The lessor and lessee may agree upon the ownership of the leased property at the expiry of the lease term. Where there is no agreement in the contract as to the ownership of the leased property or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the ownership of the leased property shall belong to the lessor.

CHAPTER 15 CONTRACTS FOR WORK

Article 251 A contract for work refers to a contract whereby the contractor shall, in light of the requirements of the ordering party, complete the work and deliver the results therefrom, and the ordering party pays the remuneration therefor.

Types of work that could be contracted include processing, ordering, repairing, duplication, testing, inspection, etc..

Article 252 The contents of a contract for work shall contain such clauses as the object, quantity, quality, remuneration and method of the work, supply of materials, term of performance, standards and method of inspection.

Article 253 The contractor shall use his own equipment, technology and labour to complete the principal part of the work, except as otherwise agreed upon by the parties.

If the contractor assigns the contracted work to a third party for completion, the contractor shall be liable to the ordering party for the work results completed by the third party. Where the assignment is without the consent by the ordering party, the ordering party may rescind the contract. Article 254 The contractor may assign some auxiliary work contracted to a third party for completion. The contractor shall be liable to the ordering party for the work results completed by a third party if the contractor assigns the auxiliary work to the third party.

Article 255 If the materials are supplied by the contractor, the contractor shall select and use the materials according to the terms of the contract and accept inspection by the ordering party.

Article 256 If the materials are supplied by the ordering party, the ordering party shall supply the materials according to the terms of the contract. The contractor shall inspect the materials supplied by the ordering party in time and, if he discovers that they do not conform to the agreement in the contract, he shall notify in time the ordering party to replace them, supply what is lacking or take other remedial measures.

The contractor may not unilaterally replace any materials supplied by the ordering party, and may not replace the components which do not need to be repaired.

Article 257 If the contractor discovers that the drawings supplied by the ordering party or the technical requirements are unreasonable, it shall notify the ordering party in time. If, the ordering party neglects to respond or other such reasons, losses are caused to the contractor, the ordering party shall be liable for compensation.

Article 258 Where the ordering party changes the requirements of the contracted work midway and causes losses to the contractor, the ordering party shall be liable for compensation.

Article 259 If the contracted work needs the assistance of the ordering party, the ordering party shall have the obligation to provide assistance. If the ordering party does not perform the assistance obligation and causes the contracted work unable to be completed, the contractor may urge the ordering party to perform its obligation within a reasonable time limit and may prolong the term of performance; the contractor may rescind the

contract if the ordering party does not perform such obligation within the time limit.

Article 260 The contractor shall, during the period of working, be subject to the necessary supervision and inspection of the ordering party. The supervision and inspection by the ordering party may not obstruct the contractor's normal work.

Article 261 When the contractor has completed the work, he shall deliver the results of the work to the ordering party, and submit necessary technical materials and the relevant quality certificates. The ordering party shall examine the results of the work prior to acceptance.

Article 262 If the results of the work delivered by the contractor fail to meet the quality requirements, the ordering party may demand that the contractor assumes liabilities for breach of contract as repairing, reprocessing, reducing remuneration and making compensation.

Article 263 The ordering party shall pay remuneration according to the time limit agreed by the parties in the contract. Where there is no agreement in the contract as to the time limit for payment of remuneration or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the ordering party shall pay it at the same time when the results of the work are delivered; where only part of the work result is delivered, the ordering party shall make corresponding payment.

Article 264 Where the ordering party fails to pay the remuneration or the materials expenses and other such money, the contractor shall have a lien on the results of the work, except as otherwise agreed upon by the parties.

Article 265 The contractor shall keep in a proper storage the materials supplied by the ordering party and the work results completed, and shall be liable for damages if they are damaged or lost due to improper care.

Article 266 The contractor shall maintain confidentiality according to the requirements of the ordering party and may not, without permission thereby, withhold and preserve the duplicates or technical materials.

Article 267 Joint contractors shall bear joint and several liability to the ordering party, unless the parties have agreed otherwise.

Article 268 The ordering party may rescind the contract at any time, but is liable for losses if the contractor suffers losses as a result thereof. CHAPTER 16 CONSTRUCTION PROJECT CONTRACTS

Article 269 A construction project contract refers to a contract whereby a contractor agrees to undertake the construction of a project and an employer agrees to pay the cost and remuneration.

Construction project contracts include contracts for project surveying, design and construction.

Article 270 Construction project contracts shall be in writing.

Article 271 Invitations for and submission of tenders for construction projects shall be conducted in an open, equal and fair manner according to the provisions of relevant laws.

Article 272 The employer may conclude a construction project contract with a general contractor, or conclude individual survey , design and construction contracts with the surveyor, designer and builder respectively.

The employer may not divide a construction project into several parts so as to be finished by several contractors that should be fulfilled by one contractor.

With the consent of the employer, the general contractor or the survey, design or building contractors may assign part of the work contracted by him to a third party. The third party shall assume joint and several liability with the general contractor or the survey, design or building contractors to the employer in respect of the work completed by the third party. A contractor may not assign the entire construction project contracted by him to a third party or divide the entire construction project contracted by him into several parts and assign them respectively to third parties in the name of subcontracting.

A contractor is forbidden to subcontract the project to any unit not having corresponding qualifications. The sub-contractor is forbidden to further subcontract the project he has contracted for. The construction of the main body of the construction project must be completed by the general contractor.

Article 273 Contracts for major construction projects of the State shall be concluded in accordance with the procedures prescribed by the State and the investment plans, feasibility study reports and other documents approved by the State.

Article 274 The contents of a survey or design contract shall contain such clauses as the time limit for submission of the relevant basic materials and documents (including estimated budgets), quality requirements, expenses and other conditions for rendering assistance.

Article 275 The contents of a construction contract shall contain such clauses as the scope of the project, construction time period , the times for the beginning and completion of works to be delivered in the interim , the project quality, the project cost, the time limit for delivering technical information, the responsibility for the supply of materials and equipment, the allocation of funds and settlement of accounts, the inspection and acceptance of the project upon completion, the scope for guaranteed maintenance and repair and the quality guaranty period, mutual assistance

between the two parties.

Article 276 If a construction project is subject to supervision , the employer shall conclude in writing an entrustment of supervision contract with a supervisor. The rights, obligations and legal liabilities of the employer and the supervisor shall be in accordance with the provisions concerning mandate contracts of this Law and other relevant laws and administrative regulations.

Article 277 The employer may inspect the operation progress and quality of work at any time provided not hampering the contractor from normal operation.

Article 278 Before concealing a project which needs to be concealed, the contractor shall notify the employer to inspect the project. If the employer fails to inspect it in time, the contractor may prolong the project period, and is entitle to claim damages for work stoppages, work delays, etc. Article 279 Upon completion of a construction project, the employer shall conduct acceptance inspection in time based on construction drawings and written explanation thereof, the construction inspection rules and quality standards issued by the State. If qualified, the employer shall pay the costs and remuneration and accept the construction project according to the terms of the contract. A construction project may be delivered for use after it passes the acceptance inspection. A construction project may not be delivered for use without acceptance inspection or does not pass the acceptance inspection.

Article 280 If the quality of survey or design work does not comply with the requirements, or the survey or design documents are not submitted in due time, thus delaying the construction period and causing losses to the employer, the surveyor or designer shall continue to complete the survey or design, reduce or waive the survey and design fees, and compensate for the losses.

Article 281 If, due to reasons attributable to the builder, the construction quality does not conform to the terms of the contract, the employer shall have the right to demand the constructor to repair or redo the work within a reasonable time limit free of charge. If such repair or redoing of work results in overdue delivery of the project, the builder shall be liable for breach of contract.

Article 282 If, due to reasons attributable to the contractor, injury of a person or property losses have occurred within the period of reasonable use of the construction project, the contractor shall be liable for damages.

Article 283 If the employer does not suppliy the raw materials, equipment, sites, funds or technical information according to the agreed time and requirements in the contract, the contractor may extend the construction period and shall be entitled to claim damages for work stoppages and work delays, etc.

Article 284 If, due to reasons attributable to the employer , a construction project is suspended or delayed, the employer shall adopt measures to make up for or mitigate the losses and compensate the contractor for losses and actual expenses incurred as a result of work stoppages, work delays, diversion in shipments, transfer and move of machinery and equipment, having materials and components lie idlw, etc.

Article 285 If, due to modification of the plan, or inaccuracy of the data supplied or a failure in providing the necessary conditions for survey or design work according to the time limit by the employer, the survey or design work has to be redone, stopped, or revised, the employer shall pay additional expenses for the amount of work actually performed by the surveyor or designer.

Article 286 If the employer fails to pay the costs and remuneration in accordance with the terms of the contract, the contractor may urge the employer to pay within a reasonable time limit. If the employer fails to pay within the time limit, except that it is not appropriate to convert the construction project into its money value or auction it off due to its nature, the contractor may consult with the employer to convert the project into money, or apply to the people's court to auction the project off according to law. The costs and remuneration of the construction project shall be paid on a priority basis by the proceeds derived from the conversion or auction.

Article 287 Matters not addressed in this Chapter shall be governed by the relevant provisions on contracts for work.

CHAPTER 17 CONTRACTS FOR TRANSPORTATION

SECTION 1 GENERAL RULES

Article 288 A transportation contract refers to a contract whereby the carrier carries passengers or goods from the place of departure to the agreed destination, and the passenger, the shipper or the consignee pays for the ticket-fare or freight.

Article 289 A carrier engaged in public transportation may not refuse the normal and reasonable carriage request of a passenger or shipper.

Article 290 A carrier shall carry the passenger or goods safely to the agreed destination within the agreed time period or within a reasonable time period.

Article 291 A carrier shall carry the passenger or goods to the agreed destination via the agreed or customary carriage route.

Article 292 A passenger, a shipper or a consignee shall pay for the ticket-fare or the freight. Where a carrier has not taken the agreed route or a customary carriage route, and consequently increased the ticket-fare or the freight, the passenger, the shipper or the consignee may refuse to pay for

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

完整版合同中英文序言

合同翻译常用句型和词汇 1. 详细货物清单Detail supply list 2. 合同价格Con tract value 序号item 型号model 尺寸size, dime nsion 数 量amount, unit 单价un it price 总价total price 备注remark 货物，运费freight, tran sportatio n 合同总额(含安装费与税金) Con tract amount in cl. VAT & in stallatio n 3. 付款条件payme nt con diti ons, payme nt terms 4. 交货地点delivery place 5. 发货期delivery time

6. 安装条款installation clause 7. 验收条款inspection clause 8. 保证条款guarantee clause 9. 不可抗拒条款Force Majeure Clause 10. 违约条款Breach clause 11. 其他条款Miscellaneous clause 12. 买卖双方信息buyer and seller information a long-term contract 长期合同a short-term contract 短期合同completion of contract 完成合同contract for future delivery 期货合同contract for goods 订货合同contract for purchase 采购合同contract for service 劳务合同labor contract 劳动合同contract note 买卖合同（证书），买卖契约contract of arbitration 仲裁合同 con tract of carriage /Carriage Con tract 运输合同Passe nger Carriage Con trac客运合同Cargo Carriage Contract 货运合同 Technology Contract 技术合同 Tech no logy Developme nt Con tract 技术开发合同 Tech no logy Transfer Con tract技术转让合同 Tech nical Co nsulti ng Con tract技术咨询合同 Tech nical Service Con tract技术服务合同 Safekeep ing Con tract保管合同 Warehous ing Con tract 仓储合同 Age ncy Appo in tme nt Con tract 委托合同

中国合同法中英文对照

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中英文对照合同11

采购合同 (Purchasing Contract) 合同编号(Contract NO.)： 合同签订地点(Signed At)：东营 签订时间(Date)：年月日出卖人(Seller)： 买受人(Buyer)： 鉴于：根据【中华人民共和国合同法】及相关法律法规，本着平等自愿、等价有偿、诚实诚信的原则，经双方协商一致，订立本合同。 According to the Contract law of the People's Republic of China and relevant laws and regulations,we conclude the contract on the basis of equality, voluntariness,compensation of equal value and sincerity. 第一条标的、数量、价款及交（提）货时间 Item 1 (object)Quantity Price and Delivery time 物资编码名称及规格型号Commodity code and type 生产厂家 Manufacture r 计量单位 Unit 数量 Quantity 单价（元） Unit Price 总金额（元） Total Amount 备注 Note 不含税总金额（人民币） Total Amount (V AT excluded) 交提货时间、数量：年月日至年月日全部交货。 Delivery time: From to 第二条质量标准：标准代号、编号和标准名称：GB150-98. Item 2 Quality standard: standard code,serial number and standard name:GB150-98. 第三条出卖人对质量负责的条件及期限 Item 3 Conditions and time limits that Sellers shall be held responsibility for 1. 质量负责条件和期限按正常运行12个月止执行。 1. Quality responsible conditions and time limits shall not be valid until the product has been functioning properly for 12 months 2. 出卖人对标的物的质量负责，产品均附质检报告单，质量保证书。如果出卖人知道或 者应当知道所处卖产品存在质量缺陷，所承担的质量保证期限不受前款质量负责期限的约束，应依法承担相应责任。 2. Sellers shall be responsible for the quality of the marks.The products should include the Quality Inspection Report and Quality Guarantee.If the sellers know or should know the products they sell with defects in quality,the quality assurance time limits should not be subject to the previous quality responsibility deadline and they should be held due responsibility for it. 第四条包装标准：标准包装，产品所需包装由出卖人合理包装，适合水运和长途内陆运输，防潮，防湿，防锈，防震。 Item 4 Packaging standard: Standard packaging, the sellers should package the products properly, it should be suitable for shipment and long distance inland transportation. The packaging of the products should be resistant of dampness, moisture, rust and shock. 第五条随机的必备品、配件、技术资料、工具数量及供应方法：随设备交货一起交齐。 Item 5 The accompanied necessary materia l, accessories, technical information ,quantity of

英国合同法中文翻译版

本法旨在对第三方履行合同条款做出规定。（1999年11月11日） 以下条款根据本届议会上议院神职和非神职议员以及下议院的建议并由本届议会规定与同意通过，以女王陛下之名义颁布： 1．第三方实施合同条款的权利。 （1）根据本法规定，非合同当事方（第三人）也可享有实施合同条款的权利，如果: （a）该合同明示规定其享有这样的权利，或 （b）根据下文第（2）款的规定，该合同有关条款赋予第三人以某种权益。 （2）如果基于适当基础之上的合同，其当事人没有将合同条款扩展适用于第三方的意思，则以上第一款（b）项不予适用。 （3）第三方名称必须在合同中明示加以界定，或确定其为某群体的一员，或表述出其为特定的种类，但在缔约时其不必实际存在。 （4）本条规定并不授予第三方以实施合同条款的权利，但根据本合同其他相关条款规定授予第三方该权利的除外。 （5）为实践其履行合同条款的权利，如果第三方在自己已经作为合同一方当事人的情况下遭遇他方违约行为，则第三方享有对他自己来说是可行的救济的权利（相应地，和有关损失、法院禁令、具体履行以及其他救济相关的规则也将适用）。 （6）当某一合同条款排斥或限制与本法中涉及第三方实施合同条款有关事项的责任，该合同条款应做使其利用这种限制或排斥的解释。 （7）在本法中，涉及第三方可实施的合同条款时， “缔约方”表示由第三方而非由其负责合同条款实施的一方合同当事人，且 “受约人”表示相对于缔约方，由其负责合同条款实施的另一方合同当事人。 2．合同的变更与撤消。 （1）根据本条的规定，第三方拥有第1条中实施合同条款的权利，根据协议，合同双方不可撤消合同，或没有经第三方同意而以消灭或改变给予该项权利的条件的方式变更之，如果（a）第三方已对缔约方及合同条款表示同意， （b）缔约方意识到第三方已信赖该条款，或者 （c）缔约方可以合理预见到第三方将信赖且实际上第三方已信赖该条款。 （2）前款第a项所述的“同意”是指： （a）可以用语言或行为表达，并且 （b）如果是以邮递或其他方式传递给缔约方，那么直到缔约方收到时，才视为已知晓。（3）第（1）款服从于合同的明示条款，在该明示条款中 （a）合同双方可协商撤消或变更合同而无须第三方的同意，或 （b）合同中具体规定需要由第三方同意而非依上述第（1）款第a项至第c项的规定。（4）当根据第（1）款或第（3）款，需要取得第三方的同意时，法庭或仲裁庭依据合同当事方的要求，在以下情形下可以免除其同意： （a）由于不能合理确定第三方下落而无法得到其同意，或 （b）因第三方的精神状况而无法给出其同意。 （5）法庭或仲裁庭依照合同当事方的要求，可以免除第（1）款第c项中所要求的同意，如果无法合理确定是否第三方实际上已信赖该条款的话。 （6）如果法庭或仲裁庭免除第三方同意的话，那么其可以提出其认为适当的条件，包括要求支付对第三方赔偿的条件等。 （7）高等法院和县法院均可行使第（4）款至第（6）款规定的授予法院的权限。 3．缔约方享有的抗辩事由等。 （1）基于对以上第1条的信赖，在为了执行合同条款而由第三方提起的诉讼程序时，以下

商务合同-Contract-中英文

编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载 商务合同-Contract-中英文 甲方：___________________ 乙方：___________________ 日期：___________________

Contract 甲方： Party A: 乙方： Party B: 合同名称： Name of contract: 合同编号： Contract No.: 此合同由如下双方签定 The contract shall be signed by two parties as following: 1、 (以下简称甲方) (hereinafter referred to as Party A) 2、 (以下简称乙方) (hereinafter referred to as Party B) 此项目经甲乙双方友好协商，按国家经济合同法，现达成协议，其条款如下：The project is friendly negotiated by two parties according to national economic contract law. Now the agreement is reached with articles as following:

一、合同价格Contract amount 合同总金额为人民币(含17%增值税)xxx元。(大写:xxx)。 The total amount of the contract is xxxRMB (including 17% VAT) (in words: xxx). 二、工作范围Working scope 三、付款方式与条件Payment terms and conditions 3.1、合同生效后，甲方预付合同总价的30%。 Party A shall pay 30% of the total contract amount as down payment after the contract is signed and valid. 3.2、完成预验收后，乙方向甲方开具相应的发票，甲方预付合同总价的30%。 After the pre-acceptance, Party A shall pay 30% of the total amount against the invoice issued by Party B. 3.3、在最终客户完成终验收，甲方预付合同总价的30%。 Party A shall pay 30% of the total contract amount after the final customer s final acceptance. 3.4、质保期为1年，年满后付合同总价的10%。 After the warranty period of 1 year, the last 10% of the total amount shall be paid. 3.5、合同金额包含往来运费 The total contract amount shall include all transportation fees. 3.6、未尽事宜，双方协商解决。 The two parties shall negotiate for the solution on the matters not mentioned here in. 四、验收条件与标准Conditions and standard for acceptance 五、交货时间及地点Delivery time and place 六、违约责任Responsibility of breach 如乙方不能按期交货，每延误一天按合同总金额的xx%累计违约金。因此影响 项目总体进度，乙方除承担违约责任外，甲方有权提出终止和提出经济赔偿。 If Party B can not deliver the goods on time, the penalty of xx% of the total contract

劳动合同中英文中英文

编号： NO. 劳动合同书Labor Contract

甲方： Party A: 法定代表人（主要负责人）或委托代理人： Legal Representative (main responsible person) or Entrusted Agent: 地址： Address: 乙方： Party B (Employee): 性别： Gender: 通讯地址： Communication Address: 居民身份证号码 ID Card No.: 联系电话： Telephone:

根据《中华人民共和国劳动法》、《中华人民共和国劳动合同法》的有关规定，双方遵循公平合法、平等自愿、协商一致、诚实信用原则，订立本合同。 The contract is hereby concluded by both parties in accordance with Labor Law of the People's Republic of China, Labor Contract Law of the People’s Repub lic of China, in the principles of fairness, legitimacy, equality, voluntariness, consensus through negotiation and good faith. 一、劳动合同期限 Contract Term 第一条本合同为固定期限劳动合同。 本劳动合同期限为年，其中试用期至年月 日止。本合同于年月日终止。 Article 1 : Party A and Party B signs a fixed-term labor contract. The contract lasts for ___ year(s), from _________to ________. The probation is ____ month(s), from ________ to ________. 二、工作内容和工作地点 Working Contents and Working Place 第二条乙方同意根据甲方工作需要，担任岗位(工种)工作。

中国合同法英文版

中国合同法英文版 CONTRACT LA W 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.

【最新】合同法中英文对照版-实用word文档 (158页)

【最新】合同法中英文对照版-实用word文档 本文部分内容来自网络，本司不为其真实性负责，如有异议或侵权请及时联系，本司将予以删除！ == 本文为word格式，下载后可随意编辑修改！ == 合同法中英文对照版 合同法中英文对照版，关于中华人民共和国合同法英文，正规的合同法是什么样子?下面小编为你带来中华人民共和国合同法最新版，欢迎阅读参考! 合同法中英文对照版 General Provisions 总则 Chapter 1 General Provisions 第一章一般规定 Article 1 This Law is enacted in order to protect the lawful rights andinterests of the contracting parties, to maintain social and economic order,and to promote the process of socialist modernization. 第一条【立法目的】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。 Article 2 A contract in this Law refers to an agreement among naturalpersons, legal persons or other organizations as equal parties for theestablishment, modification of a relationship involving the civil rights andobligations of such entities. Agreements concerning personal relationships such as marriage, adoption,guardianship, etc.

(完整word版)服务合同ServiceContract-中英文

维护服务合同 The maintenance service contract 根据《中华人民共和国合同法》等相关的法律和法规，委托方和受托方本着平等互利，等价有偿，诚实信用的原则，在协商一致的基础上签订本合同，就委托方的服务事宜，达成以下协议。 This contract was made, with the principal of mutual benefit and good faith, in accordance with the “Contract Law of the PRC”and related law, regulation and/or interpretations, by and between the entrusting party and trustee, subject to the services that provided hereunder. 一、服务范围和服务时间、服务条款、合同金额 Ⅰ, Scope of services, Business Hours, Service Items and Contract Value 1、受托方负责对附件一的服务产品清单，按合同约定在服务期间内完成技术服务。 The trustee shall, within the agreed service period hereof, be responsible for complete the technical services that exhibit in Appendix 1 2、受托方将按照合同附件一约定的服务条款标准在合同约定期限内，提供合同所列的服务。 The trustee shall, in accordance with service standard of the Appendix 1 of this contract and within the agreed contract period, provide the listed service. 3、合同附件一：服务产品清单及服务条款，是本合同不可分割的一部分。Appendix 1: Product list and service items shall be deemed as an integral part of this contract. 4、服务合同总金额为￥_______ 元，大写：人民币________元整，此价格为包括服务费、差旅费、人工费、税费等项费用的最终价格。 the total amount of this service contract is ￥________ (RMB _______ only), this amount is all-in prince and shall include but not limited service fees, travel expenses, labor cost, taxes and other expenses. 二、双方的义务 Ⅱ, the obligations of the parties 委托方的义务 Entrusting Party’s obligation 1、当故障发生时，须以书面或电话、邮件形式向受托方提供详细的故障说明，以帮助受托方人员作出正确的故障判断。 Whenever the failure happens, the entrusting party shall use written notice, telephone or email inform trustee with detailed failure explanations; to convenient the trustee make correct resolve solution. 3、为受托方实施服务提供必要的人员、场地和其他环境安排。 The entrusting party shall, for the convenient of trustee, provide the necessary personnel, venues and other environmental arrangement. 受托方的义务 The Trustee's Obligations

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.

中国合同法(中英对照)

Chapter 6 Termination of Contractual Rights and Obligations 第六章合同的权利义务终止 Article 91 The rights and obligations under a contract shall be terminated under any of the following circumstances: (1) the obligations have been performed as agreed upon; (2) the contract has been rescinded; (3) the obligations have been offset against each other; (4) the obligor has escrowed the subject matter accordance with the law; (5) the obligee has released the obligor of its obligation; (6) the rights and obligations have vested in one party; (7) any other circumstances for termination as stipulated by the laws or agreed upon by the parties. 第九十一条【合同消灭的原因】有下列情形之一的，合同的权利义务终止： （一）债务已经按照约定履行； （二）合同解除； （三）债务相互抵销； （四）债务人依法将标的物提存； （五）债权人免除债务； （六）债权债务同归于一人； （七）法律规定或者当事人约定终止的其他情形。 Article 92 After the termination of the rights and obligations under the contract, the parties shall observe the principal of honesty and good faith and perform the obligations of notification,assistance and confidentiality, etc. in accordance with relevant transaction practices.

(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

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

美国合同法(第二次重述第1部分中英文)

CONTENT 目录（共十六章 385 条） Chapter 1 MEANING OF TERMS 第一章合同条款的含义 Chapter 2 FORMA TION OF CONTRATCTS -------- P ARTIES AND CAPACITY 第二章合同的订立——当事人及其缔约能力 Chapter 3 FORMA TION OF CONTRACTS---MUTUAL ASSENT 第三章合同的订立——意思表示一致 CHAPTER 4 FORMA TION OF CONTRACTS — CONSIDERA TION 第四章合同的订立——约因 CHAPTER 5 THE STATUTE OF FRAUDS 第五章防止欺诈条例 CHAPTER 6 MISTAKE 第六章错误 CHAPTER 7 MISREPRESENTATION, DURESS AND UNDUE INFLUENCE 第七章虚假的意思表示，胁迫以及不当影响 CHAPTER 8 UNENFORCEABILITY ON GROUNDS OF PUBLIC POLICY 第八章合同因公共政策而不可执行 CHAPTER 9 THE SCOPE OF CONTRACTUAL OBLIGA TIONS 第九章合同义务的范围 CHAPTER 10 PERFORMANCE AND NON-PERFORMANCE 第十章合同的履行与不履行 CHAPTER 11 IMPRACTICABILITY OF PERFORMANCE AND FRUSTRATION OF PURPOSE 第十一章履行不能和履行目的落空 CHAPTER 12 DISCHARGE BY ASSET OR ALTERATION 第十二章双方合意或变更合同以解除合同义务 CHAPTER 13 JOINT AND SEVERAL PROMISORS AND PROMISEES 第十三章连带允诺人和受允诺人 CHAPTER 14 CONTRACT BENEFICIARIES 第十四章合同受益人 CHAPTER 15 ASSGINEMNT AND DELEGATON 第十五章合同权利的转让与合同义务的转托 CHAPTER 16.REMEDIES 第十六章违约救济 Chapter 1 MEANING OF TERMS 第一章合同条款的含义 §1. CONTRACT DEFINED 合同定义 A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty. 合同指的是一个允诺或一组允诺，如果违反此允诺，则法律给与救济；如果其履行了允诺，则法律以某种方式将其视为一项义务。