ContractLawofPRC中國合同法英文版

1、精選資料Contract 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 Preside nt of the Peoples Republic ofChina on March 15, 1999)Con te ntsGen eral Provisi onsChapter I Com mon Provisi onsChapt

2、er II Maki ng of the Con tractChapter III Validity of the Con tractChapter IV Fulfillme nt of the Con tractChapter V Modificatio n and Tran sfer of the Con tractChapter VI Termin ati on of Rights and Obligatio ns un der the Con tractChapter VII Liability for Breach of Con tractChapter VIII Miscella

3、neous Provisi onsSpecific Provisi onsChapter IX Purchase and Sale Con tractsChapter X Con tracts for the Supply and Con sumptio n of Electricity, Water, Gas orHeatChapter XI Don atio n Con tractsChapter XII Loa n Con tractsChapter XIII Lease Con tractsChapter XIV Con tracts for Finan cial LeaseChapt

4、er XV Work Con tractsChapter XVI Con structi on Project Con tractsChapter XVII Carriage Con tractsChapter XVIII Tech nology Con tractsChapter XIX Con tracts of DepositChapter XX Warehous ing Con tractsChapter XXI En trustme nt Con tractsChapter XXII Brokerage Con tractsChapter XXIII In termediati on

5、 Con tractsSuppleme ntary Provisi onsGen eral Provisi onsChapter I Com mon Provisi onsArticle 1 This Law is en acted for the purpose of protect ing the legitimate rights andin terests of the parties to con tracts, mai ntai ning the socio-ec ono mic order and promoting the socialist moder ni zatio n.

6、Article 2 For the purpose of this Law, a con tract mea ns an agreeme nt on the精選資料establishme nt, alterati on or term in ati on of a civil right-obligati on relati on ship between n atural pers on s, legal pers ons or other orga ni zati ons as subjects with equal status.Agreeme nts on establish ing

7、such pers onal relati on ships as marriage, adopti onand guardia nship shall be gover ned by the provisi ons of other laws.Article 3 The parties to the con tract have equal legal status, and n either party mayimpose its will on the other.Article 4 The parties shall, pursua nt to law, have the right

8、to en ter into a con tract ontheir own free will, and no unit or person may unlawfully interfere.Article 5 The parties shall observe the principle of equity in defining each othersrights and obligati ons.Article 6 The parties shall observe the principle of good faith in exercising their rightsand fu

9、lfilling their obligations.Article 7 The parties shall, in making and fulfilli ng the con tract, abide by laws andadm ini strative regulati ons and respect social ethics, and may not disrupt the socio-econo mic order nor impair social and public in terests.Article 8 A legally executed con tract has

10、legal binding force on the parties. Theparties shall fulfill their obligati ons as con tracted, and may not arbitrarily modify or terminate the con tract.A legally executed con tract is protected by law.Chapter IIMak ing of the Con tractArticle 9 The parties shall, whe n making a con tract, have cor

11、resp onding capacityfor civil rights and civil con duct.A party may, in accorda nee with the law, en trust an age nt to make a con tract.Article 10 The parties may, whe n maki ng a con tract, use writte n form, verbal formor any other form.The written form shall be adopted if laws or administrative

12、regulations so require.The written form shall be adopted if the parties so agree.Article 11 Written form as used herein means any form which renders the informatio n contained in a con tract capable of being reproduced in tan gible form such asa writte n agreeme nt, a letter, or electro nic text (in

13、 clud ing telegram, telex, facsimile,electro nic data in tercha nge and e-mail).Article 12 The content of a con tract is determ ined by the parties and gen erally includes the follow ing clauses:(1) desig nati ons or n ames and addresses of the parties;(2) the targeted matter;(3) qua ntity;quality;(

14、5) price or rem un erati on;(6) time, place and mode of fulfillment;(7) liability for breach of con tract; and(8) dispute settleme nt.The parties may make con tracts with refere nee to various model con tract forms.精選資料Article 13 The parties shall, in maki ng a con tract, take the form of offer anda

15、ccepta nee.Article 14 An offer is an intent indication showing the desire to enter into a con tractwith others, and the intent in dicati on shall conform to the followi ng provisi ons:(1) the content indicated shall be concrete and definite;(2) the offeror shall, as is indicated, be bound by the int

16、ent indication upon itsaccepta nee by an offeree.Article 15 An invitation for offer is an intent indication showing the desire to receiveoffers from others. Mailed or delivered price catalogs, aucti on announ ceme nts, in vitations for bid, capital-rais ing prospectus and commercial advertiseme nts

17、are such in vitations for offer.A commercial advertiseme nt shall, if its content con forms to the provisi ons regarding offers, be deemed an offer.Article 16 An offer becomes effective whe n it reaches the offeree.If a con tract is made in the form of text in electro nic data and the receiver has d

18、esignated a special recei ving system to receive such data text, the time at which the text inelectronic data enters the designated special system shall be the time of arrival; if nospecial receiving system is designated, the time at which the text in electronic data firstenters any of the receivers

19、 systems shall be the time of arrival.Article 17 An offer may be withdrawn. The withdrawal notice of an offer shall reachthe 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 theofferee befo

20、re the dispatch of an accepta nee no tice by the offeree.Article 19 An offer may not be revoked un der any of the follow ing con diti ons:(1) the offeror has specified a time limit for the acceptance,or has explicitly indicatedin any other manner the irrevocability of the offer;(2) there are grounds

21、 for the offeree to maintain the irrevocability of the offer and theofferee has made preparati ons for the fulfillme nt of the con tract.Article 20 An offer loses its effect under any of the following conditions:(1) a rejectio n no tice of the offer has reached the offeror;(2) the offeror has revoke

22、d the offer pursua nt to law;(3) whe n the fixed time limit for accepta nee expires, the offeree un dertakes noaccepta nee; or(4) the offeree makes a substa ntial cha nge of the content of the offer.Article 21 An accepta nee is an asse nt in dicati on of the offeree to an offer.Article 22 An accepta

23、 nee shall be made in form of a no tice, uni ess, in light of tradepractices or as in dicated by the offer, the offeree may in dicate the asse ntby perform ingan act.Article 23 An accepta nee shall reach the offeror with in the time limit fixed by theoffer.If no time limit is fixed by the offer, the

24、 acceptanceshall reach the offeror in accordanee with the follow ing provisi ons:(1) if an offer is made orally, accepta nceshall be made promptly uni ess the parties精選資料stipulate otherwise; and(2) if an offer is not made orally, the accepta nee shall reach the offeror with in a reason able period o

25、f time.Article 24 If an offer is made through a letter or a telegram, the time limit for acceptanee comme nces on the date show n on the letter or on the date the telegram is handed infor dispatch or, if no such date is shown on the letter, from the date shown by thepostmark of the letter. If an off

26、er is made by means of instantaneous com muni cati onssuch as teleph one or facsimile, the time limit for accepta nee comme nces at the moment that the offer reaches the offeree.Article 25 A con tract is executed at the time when the accepta ncebecomeseffective.Article 26 The accepta nee becomes eff

27、ective whe n the accepta nee no ticereaches the offeror. If an acceptaneeneeds no notice, it becomes effective when an act ofaccepta nee is performed in light of trade practices or as in dicated by the offer.Where a con tract is made in the form of text in electro nic data, the provisi ons ofParagra

28、ph 2, Article 16 of this Law shall be applicable to the time of arrival of the acceptanee.Article 27 An acceptanee may be withdrawn. The withdrawal notice of the acceptanee shall reach the offeror before or at the same time as the accepta nee no tice reachesthe offeror.Article 28 If the offeree make

29、s an acceptanee beyond the time limit for accepta nee,it shall con stitute a new offer uni ess the offeror no tifies the offeree in time that theaccepta nee is effective.Article 29 If an offeree makes within the time limit for accepta nee an accepta neethat could reach the offeror in time under norm

30、al conditions but happens to reach theofferor beyond the limit due to other reasons, the acceptanee shall be effective notwithsta nding uni ess the offeror no tifies the offeree in time that the accepta nee isdenied due to its delayed arrival.Article 30 The content of an accepta nee shall be eon siste nt with the content of theoffer. If the offeree proposes any substantial change to the content of the offer, it shallconstitute a new offer. Changes related to the targeted matter, quantity, quality, price orremuneration,