Contract Law of the Peoples Republic of China.docx

1、Contract Law of the Peoples Republic of ChinaContract Law of the Peoples Republic of China(Adopted at the Second Session of the Ninth National Peoples Congress on March 15, 1999 and promulgated by Order No. 15 of the President of the Peoples Republic of China on March 15, 1999)ContentsGeneral Provis

2、ionsChapter I Common ProvisionsChapter II Making of the ContractChapter III Validity of the ContractChapter IV Fulfillment of the ContractChapter V Modification and Transfer of the ContractChapter VI Termination of Rights and Obligations under the ContractChapter VII Liability for Breach of Contract

3、Chapter VIII Miscellaneous Provisions Specific ProvisionsChapter IX Purchase and Sale ContractsChapter X Contracts for the Supply and Consumption of Electricity, Water, Gas or HeatChapter XI Donation ContractsChapter XII Loan ContractsChapter XIII Lease ContractsChapter XIV Contracts for Financial L

4、easeChapter XV Work ContractsChapter XVI Construction Project ContractsChapter XVII Carriage ContractsChapter XVIII Technology ContractsChapter XIX Contracts of DepositChapter XX Warehousing ContractsChapter XXI Entrustment ContractsChapter XXII Brokerage ContractsChapter XXIII Intermediation Contra

5、ctsSupplementary ProvisionsGeneral ProvisionsChapter I Common ProvisionsArticle 1 This Law is enacted for the purpose of protecting the legitimate rights and interests of the parties to contracts, maintaining the socio-economic order and promoting the socialist modernization.Article 2 For the purpos

6、e of this Law, a contract means an agreement on the establishment, alteration or termination of a civil right-obligation relationship between natural persons, legal persons or other organizations as subjects with equal status.Agreements on establishing such personal relationships as marriage, adopti

7、on and guardianship shall be governed by the provisions of other laws.Article 3 The parties to the contract have equal legal status, and neither party may impose its will on the other.Article 4 The parties shall, pursuant to law, have the right to enter into a contract on their own free will, and no

8、 unit or person may unlawfully interfere.Article 5 The parties shall observe the principle of equity in defining each others rights and obligations.Article 6 The parties shall observe the principle of good faith in exercising their rights and fulfilling their obligations.Article 7 The parties shall,

9、 in making and fulfilling the contract, abide by laws and administrative regulations and respect social ethics, and may not disrupt the socio-economic order nor impair social and public interests.Article 8 A legally executed contract has legal binding force on the parties. The parties shall fulfill

10、their obligations as contracted, and may not arbitrarily modify or terminate the contract.A legally executed contract is protected by law.Chapter II Making of the ContractArticle 9 The parties shall, when making a contract, have corresponding capacity for civil rights and civil conduct.A party may,

11、in accordance with the law, entrust an agent to make a contract.Article 10 The parties may, when making a contract, use written form, verbal form or any other form.The written form shall be adopted if laws or administrative regulations so require. The written form shall be adopted if the parties so

12、agree.Article 11 Written form as used herein means any form which renders the information contained in a contract capable of being reproduced in tangible form such as a written agreement, a letter, or electronic text (including telegram, telex, facsimile, electronic data interchange and e-mail).Arti

13、cle 12 The content of a contract is determined by the parties and generally includes the following clauses:(1) designations or names and addresses of the parties;(2) the targeted matter;(3) quantity;(4) quality;(5) price or remuneration;(6) time, place and mode of fulfillment;(7) liability for breac

14、h of contract; and(8) dispute settlement.The parties may make contracts with reference to various model contract forms.Article 13 The parties shall, in making a contract, take the form of offer and acceptance.Article 14 An offer is an intent indication showing the desire to enter into a contract wit

15、h others, and the intent indication shall conform to the following provisions:(1) the content indicated shall be concrete and definite;(2) the offeror shall, as is indicated, be bound by the intent indication upon its acceptance by an offeree.Article 15 An invitation for offer is an intent indicatio

16、n showing the desire to receive offers from others. Mailed or delivered price catalogs, auction announcements, invitations for bid, capital-raising prospectus and commercial advertisements are such invitations for offer.A commercial advertisement shall, if its content conforms to the provisions rega

17、rding offers, be deemed an offer.Article 16 An offer becomes effective when it reaches the offeree.If a contract is made in the form of text in electronic data and the receiver has designated a special receiving system to receive such data text, the time at which the text in electronic data enters t

18、he designated special system shall be the time of arrival; if no special receiving system is designated, the time at which the text in electronic data first enters any of the receivers systems shall be the time of arrival.Article 17 An offer may be withdrawn. The withdrawal notice of an offer shall

19、reach the offeree before or at the same time as the arrival of the offer at the offeree.Article 18 An offer may be revoked. The revocation notice of an offer shall reach the offeree before the dispatch of an acceptance notice by the offeree.Article 19 An offer may not be revoked under any of the fol

20、lowing conditions:(1) the offeror has specified a time limit for the acceptance, or has explicitly indicated in any other manner the irrevocability of the offer;(2) there are grounds for the offeree to maintain the irrevocability of the offer and the offeree has made preparations for the fulfillment

21、 of the contract.Article 20 An offer loses its effect under any of the following conditions:(1) a rejection notice of the offer has reached the offeror;(2) the offeror has revoked the offer pursuant to law;(3) when the fixed time limit for acceptance expires, the offeree undertakes no acceptance; or

22、(4) the offeree makes a substantial change of the content of the offer.Article 21 An acceptance is an assent indication of the offeree to an offer.Article 22 An acceptance shall be made in form of a notice, unless, in light of trade practices or as indicated by the offer, the offeree may indicate th

23、e assent by performing an act.Article 23 An acceptance shall reach the offeror within the time limit fixed by the offer.If no time limit is fixed by the offer, the acceptance shall reach the offeror in accordance with the following provisions:(1) if an offer is made orally, acceptance shall be made

24、promptly unless the parties stipulate otherwise; and(2) if an offer is not made orally, the acceptance shall reach the offeror within a reasonable period of time.Article 24 If an offer is made through a letter or a telegram, the time limit for acceptance commences on the date shown on the letter or

25、on the date the telegram is handed in for dispatch or, if no such date is shown on the letter, from the date shown by the postmark of the letter. If an offer is made by means of instantaneous communications such as telephone or facsimile, the time limit for acceptance commences at the moment that th

26、e offer reaches the offeree.Article 25 A contract is executed at the time when the acceptance becomes effective.Article 26 The acceptance becomes effective when the acceptance notice reaches the offeror. If an acceptance needs no notice, it becomes effective when an act of acceptance is performed in

27、 light of trade practices or as indicated by the offer.Where a contract is made in the form of text in electronic data, the provisions of Paragraph 2, Article 16 of this Law shall be applicable to the time of arrival of the acceptance.Article 27 An acceptance may be withdrawn. The withdrawal notice

28、of the acceptance shall reach the offeror before or at the same time as the acceptance notice reaches the offeror.Article 28 If the offeree makes an acceptance beyond the time limit for acceptance, it shall constitute a new offer unless the offeror notifies the offeree in time that the acceptance is

29、 effective.Article 29 If an offeree makes within the time limit for acceptance an acceptance that could reach the offeror in time under normal conditions but happens to reach the offeror beyond the limit due to other reasons, the acceptance shall be effective notwithstanding unless the offeror notif

30、ies the offeree in time that the acceptance is denied due to its delayed arrival.Article 30 The content of an acceptance shall be consistent with the content of the offer. If the offeree proposes any substantial change to the content of the offer, it shall constitute a new offer. Changes related to

31、the targeted matter, quantity, quality, price or remuneration, duration of fulfillment, place and mode of fulfillment, liability for breach of contract and method of dispute settlement in a contract are substantial changes to the content of an offer.Article 31 If an acceptance makes non-substantial

32、changes to the content of the offer, the acceptance shall be effective notwithstanding and the content of the contract shall thus be based on the content of the acceptance, unless the offeror indicates in time its objection thereto, or as indicated in the offer, the acceptance may not make any change to the content of the offer.Article 32 If the parties enter into a contract in the form of a contract instrument, the contract is executed at the time when both parties put their signatures or affix their seal