Chapter I General Provisions
Article 1 This Law is formulated for the purpose of protecting the legitimate rights and interests of the parties to a contract, maintaining social and economic order and promoting socialist modernization.
Article 2 A contract as mentioned in this Law is an agreement between natural persons, legal persons and other organizations with equal subjects to establish, change and terminate the relationship of civil rights and obligations.
Other laws shall apply to the agreements on identity relations such as marriage, adoption and guardianship.
Article 3 The parties to a contract have equal legal status, and one party may not impose its will on the other.
Article 4 The parties have the right to voluntarily conclude a contract according to law, and no unit or individual may illegally interfere.
Article 5 The parties shall follow the principle of fairness to determine the rights and obligations of all parties.
Article 6 The parties shall follow the principle of good faith in exercising their rights and performing their obligations.
Article 7 When concluding and performing a contract, the parties shall abide by laws and administrative regulations, respect social morality, and shall not disturb social and economic order or harm social and public interests.
Article 8 A legally established contract is legally binding on the parties. The parties shall perform their obligations as agreed, and shall not alter or terminate the contract without authorization.
Contracts established according to law are protected by law.
Chapter II Formation of a Contract
Article 9 When concluding a contract, the parties shall have corresponding capacity for civil rights and capacity for civil conduct.
The parties may entrust an agent to conclude a contract according to law.
Article 10 The parties may conclude a contract in writing, orally or in other forms.
If laws and administrative regulations stipulate that it should be in writing, it should be in writing. If the parties agree to use written form, it shall be in written form.
Article 11 Written forms refer to forms such as contracts, letters and data messages (including telegrams, telexes, faxes, electronic data interchange and e-mails) that can tangibly express the contents contained.
Article 12 The contents of a contract shall be agreed upon by the parties, and generally include the following clauses:
(1) The name and domicile of the party concerned;
(2) Subject matter;
(3) quantity;
(4) quality;
(5) Price or remuneration;
(6) Time limit, place and method of performance;
(7) Liability for breach of contract;
(8) Methods for resolving disputes.
The parties may conclude a contract by referring to the model texts of various contracts.
Article 13 When concluding a contract, the parties shall take the form of offer and acceptance.
Article 14 An offer is an expression of intention to conclude a contract with another person and shall meet the following conditions:
Specific content;
(2) The offeror is bound by the expression of will by indicating that he has accepted the offer.
Article 15 An invitation to offer is an expression of intention to expect others to make an offer to themselves. Sent price list, auction announcement, tender announcement, prospectus, commercial advertisement, etc. It's an invitation to offer.
If the content of a commercial advertisement conforms to the provisions of the offer, it shall be regarded as an offer.
Article 16 An offer takes effect when it reaches the offeree.
If a contract is concluded in the form of data message, and the addressee designates a specific system to receive the data message, the time when the data message enters the specific system shall be regarded as the arrival time;
If the specific system is not specified, the time when the data message first enters any system of the addressee shall be regarded as the arrival time.
Article 17 An offer may be withdrawn. The notice of withdrawal of an offer shall reach the offeree before or at the same time.
Article 18 An offer may be revoked. The notice of revocation of an offer shall reach the offeree before the offeree issues the notice of acceptance.
Article 19 An offer shall not be revoked under any of the following circumstances:
(1) The offeror has fixed the time limit for acceptance or made it clear in other ways that the offer is irrevocable;
(2) The offeree has reason to believe that the offer is irrevocable and has made preparations for the performance of the contract.
Article 20 An offer is invalid under any of the following circumstances:
(1) The notice of rejection of the offer reaches the offeror;
(2) The offeror revokes the offer according to law;
(3) When the acceptance period expires, the offeree fails to make an acceptance.
(4) The offeree makes substantial changes to the contents of the offer.
Article 21 Acceptance is an expression of the intention of the offeree to agree to an offer.
Article 22 An acceptance shall be made by notice, except that the trading habit or offer indicates that an acceptance can be made through behavior.
Article 23 An acceptance shall reach the offeror within the time limit specified in the offer.
If the offer does not stipulate the time limit for acceptance, the acceptance shall arrive in accordance with the following provisions:
(1) If the offer is made through dialogue, it shall be accepted immediately, unless otherwise agreed by the parties;
(2) If the offer is made through non-dialogue, the acceptance shall arrive within a reasonable time.
Article 24 If an offer is made by letter or telegram, the acceptance period shall be counted from the date specified in the letter or the date when the telegram is delivered. If the letter is not dated, it shall be counted from the postmark date of the letter. If the offer is made by means of rapid communication such as telephone or fax, the acceptance period shall be counted from the time when the offer reaches the offeree.
Article 25 When the acceptance comes into effect, the contract is established.
Article 26 A notice of acceptance shall take effect when it reaches the offeror. If the acceptance does not need to be notified, it will take effect when the acceptance is made according to the requirements of trading habits or offers.
Where a contract is concluded in the form of data messages, the time of acceptance shall be governed by the provisions of the second paragraph of Article 16 of this Law.
Article 27 An acceptance may be withdrawn. The notice of withdrawal of acceptance shall reach the offeror before or at the same time as the notice of acceptance.
Article 28 If the offeree makes an acceptance beyond the time limit for acceptance, it shall be a new offer unless the offeror promptly informs the offeree that the acceptance is valid.
Article 29 If the offeree makes an acceptance within the acceptance period and can reach the offeror in time according to the usual circumstances, but the acceptance exceeds the acceptance period for other reasons, the acceptance is valid unless the offeror promptly informs the offeree that the acceptance exceeds the acceptance period.
Article 30 The content of acceptance shall be consistent with the content of offer. If the offeree materially changes the contents of the offer, it is a new offer. Changes in the subject matter, quantity, quality, price or remuneration, time limit, place and method of performance, liability for breach of contract and dispute settlement method of a contract are substantial changes to the contents of the offer.
Article 31 An acceptance to make an immaterial change in the contents of an offer is valid unless the offeror immediately objects or the offer indicates that the acceptance cannot change the contents of the offer. The contents of the contract shall be subject to the promised contents.
Article 32 A contract is concluded by the parties in the form of a contract, and it is established when both parties sign or seal it.
Article 33 If the parties conclude a contract in the form of data messages, they may request to sign a confirmation letter before the contract is established. The contract was established when the confirmation letter was signed.
Article 34 The place where the acceptance takes effect is the place where the contract is established.
Where a contract is concluded in the form of a data message, the recipient's principal place of business is the place where the contract is established; If there is no main place of business, its habitual residence is the place where the contract is established. Unless otherwise agreed by the parties, such agreement shall prevail.
Article 35 Where the parties conclude a contract in the form of a contract, the place where both parties sign or seal is the place where the contract is established.
Article 36 A contract is concluded in writing as stipulated by laws, administrative regulations or agreed by the parties, but one party has fulfilled its main obligations and the other party accepts it.
Article 37 If a contract is concluded in the form of a contract, one party has fulfilled its main obligations before the contract is signed or sealed, and the other party approves it, the contract is established.
Article 38 Where the state issues mandatory tasks or state-ordered tasks according to needs, the relevant legal persons and other organizations shall conclude contracts in accordance with the rights and obligations stipulated in relevant laws and administrative regulations.
Article 39 Where a contract is concluded by standard terms, the party providing the standard terms shall follow the principle of fairness to determine the rights and obligations between the parties, and take reasonable measures to draw the attention of the other party to the terms exempting or limiting its liability, and explain them according to the requirements of the other party.
Standard clauses are clauses drawn up by both parties in advance for reuse, and the two parties did not negotiate with each other when concluding the contract.
Article 40 A standard clause is invalid in any of the circumstances specified in Articles 52 and 53 of this Law, or if the party providing the standard clause exempts the other party from its responsibilities, aggravates the other party's responsibilities or excludes the other party's main rights.
Article 41 If there is any dispute over the understanding of standard terms, it shall be interpreted according to the usual understanding. If there are more than two interpretations of the standard terms, an interpretation that is unfavorable to the party providing the standard terms shall be made. If the standard terms are inconsistent with the non-standard terms, the non-standard terms shall be adopted.
Article 42 In the process of concluding a contract, if any of the following circumstances causes losses to the other party, the parties shall be liable for damages:
(1) Concluding a contract under the guise of malicious negotiation;
(2) Deliberately concealing important facts related to the conclusion of a contract or providing false information;
(three) there are other acts that violate the principle of good faith.
Article 43 The business secrets known to the parties in the process of concluding a contract shall not be disclosed or improperly used, regardless of whether the contract is established or not. If the disclosure or improper use of business secrets causes losses to the other party, it shall be liable for damages.
Chapter III Validity of Contract
Article 44 A legally established contract shall come into force upon its establishment.
Where laws and administrative regulations stipulate that examination and approval, registration and other procedures shall be handled, such provisions shall prevail.
Article 45 The parties may stipulate that the validity of a contract is subject to conditions. A contract with effective conditions shall take effect when the conditions are met. A contract with termination conditions is invalid when the conditions are met.
If the parties improperly prevent the achievement of conditions for their own interests, the conditions shall be deemed to have been achieved; Those who improperly contribute to conditional achievement are regarded as conditional failure.
Article 46 The parties may stipulate the term of validity of a contract. A contract with an effective term shall take effect upon the expiration of the term. A contract with a termination period is invalid at the expiration of the period.
Article 47 A contract concluded by a person with limited capacity for civil conduct shall be valid after ratification by a legal agent, but a pure benefit contract or a contract that is suitable for his age, intelligence and mental health may not be ratified by a legal agent.
The other party may urge the legal representative to ratify it within one month. If the legal representative fails to express it, it shall be deemed as refusal to ratify it. Before the contract is ratified, the bona fide counterpart has the right to cancel the contract. Revocation shall be made by notice.
Article 48 A contract concluded in the principal's name after the actor has no agency right, exceeds the agency right or the agency right is terminated, without ratification by the principal, it will not be effective for the principal, and the actor shall bear the responsibility.
The other party may urge the principal to ratify it within one month. If the trustor fails to declare it, it shall be deemed as refusal to ratify it. Before the contract is ratified, the bona fide counterpart has the right to cancel the contract. Revocation shall be made by notice.
Article 49 If the actor has no power of agency, exceeds the power of agency or concludes a contract in the name of the principal after the termination of the power of agency, and the counterpart has reason to believe that the actor has power of agency, the agency act is valid.
Article 50 A contract concluded by the legal representative or person-in-charge of a legal person or other organization beyond its authority is valid, unless the other party knows or should know that it has exceeded its authority.
Article 51 A contract concluded by a person who has no right to dispose of another person's property is valid if it is ratified by the creditor or the person who has no right to dispose of it obtains the right to dispose of it.
Article 52 A contract is invalid under any of the following circumstances:
(1) One party enters into a contract by means of fraud or coercion, which harms the interests of the state;
(2) Malicious collusion that harms the interests of the state, the collective or a third party;
(3) Covering up illegal purposes in a legal form;
(4) damaging the public interest;
(5) Violating the mandatory provisions of laws and administrative regulations.
Article 53 The following exemption clauses in this contract are invalid:
(1) Causing personal injury to the other party;
(2) Causing property losses to the other party due to intentional or gross negligence.
Article 54 One party has the right to request a people's court or an arbitration institution to modify or terminate the following contracts:
(1) Due to a major misunderstanding;
(2) obviously unfair at the time of conclusion of the contract.
If one party leads the other party to conclude a contract against its true meaning by fraud, coercion or taking advantage of others' danger, the injured party has the right to request the people's court or arbitration institution to modify or cancel it.
The people's court or arbitration institution shall not revoke the request of the parties.
Article 55 In any of the following circumstances, the right of revocation shall be extinguished:
(1) The party with the right to cancel fails to exercise the right of cancellation within one year from the date when it knows or should know the reasons for cancellation;
(2) The party who has the right to cancel clearly expresses or waives the right to cancel by his own actions after knowing the reasons for cancellation.
Article 56 An invalid contract or a cancelled contract is not legally binding from the beginning. If part of the contract is invalid and does not affect the validity of other parts, the other parts are still valid.
Article 57 The invalidity, cancellation or termination of a contract shall not affect the effectiveness of the independent dispute settlement clause in the contract.
Article 58 After a contract is invalid or cancelled, the property acquired as a result of the contract shall be returned; If it is impossible or unnecessary to return it, it shall be compensated at a discount. The party at fault shall compensate the other party for the losses suffered as a result. If both parties are at fault, they shall bear their respective responsibilities.
Article 59 If the parties collude maliciously and harm the interests of the state, the collective or a third party, the property obtained shall be turned over to the state or returned to the collective or the third party.
Chapter IV Performance of the Contract
Article 60 The parties shall fully perform their obligations as agreed.
The parties shall abide by the principle of good faith and fulfill the obligations of notification, assistance and confidentiality according to the nature, purpose and trading habits of the contract.
Article 61 After the contract comes into effect, the parties have not agreed or clearly agreed on the quality, price or remuneration, place of performance, etc. They can supplement the agreement; If a supplementary agreement cannot be reached, it shall be determined in accordance with the relevant provisions of the contract or trading habits.
Article 62 Where the parties have not clearly agreed on the contents of the contract and cannot be determined according to the provisions of Article 61 of this Law, the following provisions shall apply:
(a) the quality requirements are not clear, in accordance with national standards and industry standards; If there is no national standard or industry standard, it shall be implemented according to the usual standard or the specific standard that meets the purpose of the contract.
(2) If the price or remuneration is not clear, it shall be performed according to the market price at the place of performance when the contract is concluded; If government pricing or government-guided pricing should be implemented according to law, it shall be implemented in accordance with the provisions.
(3) Where the place of performance is unclear, if payment is made in currency, it shall be performed at the place where the party receiving the currency is located; Where real estate is delivered, it shall be performed at the place where the real estate is located; Other targets shall be performed at the place where the party performing the obligations is located.
(4) If the time limit for performance is not clear, the debtor may perform at any time, and the creditor may also request performance at any time, but the other party shall be given the necessary preparation time.
(5) If the method of performance is not clear, it shall be performed in a way conducive to the realization of the purpose of the contract.
(six) if the burden of performance expenses is not clear, it shall be borne by the party performing the obligation.
Article 63 Where government pricing or government-guided pricing is implemented, if the government price is adjusted within the delivery period agreed in the contract, the pricing shall be based on the price at the time of delivery. If the subject matter is delivered late and the price rises, the original price shall prevail; When the price drops, the new price shall prevail. Overdue extraction of the subject matter or overdue payment, in case of price increase, according to the new price calculation; When the price drops, the original price shall prevail.
Article 64 If the parties agree that the debtor shall perform the debt to a third person, if the debtor fails to perform the debt to the third person or the performance is not in conformity with the agreement, it shall be liable to the creditor for breach of contract.
Article 65 If the parties agreed that the third party should perform the debt to the creditor, and the third party failed to perform the debt or the performance of the debt did not conform to the agreement, the debtor shall be liable to the creditor for breach of contract.
Article 66 If the parties owe debts to each other and there is no order of performance, they shall perform at the same time. One party has the right to reject the performance requirements of the other party before performance. When the performance of the debt does not conform to the contract, one party has the right to refuse the corresponding performance requirements of the other party.
Article 67 Where the parties owe debts to each other, they shall perform them in sequence. If one party fails to perform first, the other party has the right to refuse its performance requirements. If the first performing party fails to perform the contract, the second performing party has the right to reject its corresponding performance requirements.
Article 68 If the party who performs the debt first has definite evidence to prove that the other party has one of the following circumstances, it may suspend its performance:
(a) the business situation has deteriorated seriously;
(2) Transferring property or withdrawing funds to avoid debts;
(3) loss of business reputation;
(four) there are other circumstances that have lost or may lose the ability to perform debts.
If a party suspends performance without definite evidence, it shall be liable for breach of contract.
Article 69 If a party suspends performance in accordance with the provisions of Article 68 of this Law, it shall promptly notify the other party. After the other party provides appropriate guarantee, it shall resume performance. After the suspension of performance, if the other party fails to recover its performance ability within a reasonable period of time and fails to provide appropriate guarantee, the party that suspends performance may terminate the contract.
Article 70 If the creditor fails to notify the debtor of the division, merger or change of domicile, which makes it difficult to perform the debt, the debtor may suspend the performance or deposit the subject matter.
Article 71 A creditor may refuse the debtor's early performance of the debt, unless the early performance does not harm the creditor's interests.
The expenses incurred by the creditor due to the debtor's early performance of the debt shall be borne by the debtor.
Article 72 A creditor may refuse the debtor's partial performance, unless the partial performance does not harm the creditor's interests.
The expenses incurred by the creditor due to the debtor's partial performance of the debt shall be borne by the debtor.
Article 73 Where the debtor is slow in exercising the creditor's right due, thus causing damage to the creditor, the creditor may request the people's court to exercise the debtor's creditor's right in his own name, unless the creditor's right belongs exclusively to the debtor.
The scope of subrogation is limited to creditor's rights. The necessary expenses for the creditor to exercise subrogation shall be borne by the debtor.
Article 74 If the debtor abandons the due creditor's rights or transfers the property for free, thus causing damage to the creditor, the creditor may request the people's court to cancel the debtor's behavior. If the debtor transfers the property at an obviously unreasonable low price, causing damage to the creditor, and the transferee knows the situation, the creditor may also request the people's court to cancel the debtor's behavior.
The scope of revocation right is limited to creditor's rights. The necessary expenses for the creditor to exercise its right of cancellation shall be borne by the debtor.
Article 75 The right of revocation shall be exercised within one year from the date when the creditor knows or should know the reasons for revocation. If the debtor fails to exercise its cancellation right within five years from the date of the debtor's behavior, the cancellation right shall be extinguished.
Article 76 After a contract comes into effect, the parties may not fail to perform their contractual obligations because of the change of their names or legal representatives, responsible persons and contractors.
Chapter V Alteration and Assignment
Article 77 The parties may modify the contract through consultation.
Where laws and administrative regulations stipulate that the alteration of a contract shall go through the formalities of approval and registration, such provisions shall prevail.
Article 78 If the parties have not clearly agreed on the contents of the contract change, it is presumed that it has not been changed.
Article 79 A creditor may assign all or part of his contractual rights to a third party, except in any of the following circumstances:
(a) according to the nature of the contract shall not be transferred;
(two) according to the agreement of the parties shall not be transferred;
(3) It shall not be transferred according to law.
Article 80 Where a creditor transfers its rights, it shall notify the debtor. Without notice, the assignment is invalid to the debtor.
The notice of the creditor's transfer of rights shall not be revoked, except with the consent of the transferee.
Article 81 Where a creditor assigns its rights, the assignee obtains the subordinate rights related to the creditor's rights, unless the subordinate rights belong exclusively to the creditor.
Article 82 After receiving the notice of assignment of creditor's rights, the debtor may claim the assignor's defense against the assignee.
Article 83 When the debtor receives the notice of assignment of creditor's rights, the debtor enjoys the creditor's rights against the assignor, and the debtor's creditor's rights expire before or at the same time as the assigned creditor's rights, the debtor may claim set-off from the assignee.
Article 84 Where the debtor assigns all or part of its contractual obligations to a third party, it shall obtain the consent of the creditor.
Article 85 If the debtor transfers the debt, the new debtor may claim the defense of the original debtor against the creditor.
Article 86 Where the debtor transfers the debt, the new debtor shall bear the subordinate debt related to the main debt, except that the subordinate debt belongs exclusively to the original debtor.
Article 87 Where laws and administrative regulations stipulate that the transfer of rights or obligations shall go through the formalities of approval and registration, such provisions shall prevail.
Article 88 A party may, with the consent of the other party, transfer its rights and obligations under the contract to a third party.
Article 89 Where rights and obligations are transferred at the same time, the provisions of Articles 79, 81 to 83, 85 to 87 of this Law shall apply.
Article 90 If the parties merge after concluding a contract, the merged legal person or other organization shall exercise its contractual rights and perform its contractual obligations. If the parties are separated after concluding a contract, the separated legal person or other organization shall enjoy the joint and several creditor's rights and obligations agreed in the contract and bear joint and several debts, unless otherwise agreed by the creditor and the debtor.
Chapter VI Termination of Rights and Obligations
Article 91 The rights and obligations under a contract shall be terminated under any of the following circumstances:
(a) The debt has been performed in accordance with the contract;
(2) Termination of the contract;
(3) The debts offset each other;
(4) The debtor shall deposit the subject matter according to law.
(5) Exempting creditors from their debts;
(6) Creditor's rights and debts are owned by one person;
(seven) other circumstances stipulated by law or agreed by the parties to terminate.
Article 92 After the termination of contractual rights and obligations, the parties shall follow the principle of good faith and perform their obligations of notification, assistance and confidentiality in accordance with trading habits.
Article 93 A contract may be terminated if the parties reach an agreement through consultation.
The parties may stipulate the conditions for one party to terminate the contract. When the conditions for contract termination are met, the creditor may terminate the contract.
Article 94 Under any of the following circumstances, the parties may terminate the contract:
(a) the purpose of the contract cannot be achieved due to force majeure;
(two) before the expiration of the performance period, one party clearly stated or indicated by its own behavior that it would not perform the main debt;
(three) one party delays the performance of the main debt and fails to perform it within a reasonable period after being urged;
(4) One of the parties delays the performance of debts or commits other breach of contract, which makes it impossible to achieve the purpose of the contract;
(5) Other circumstances stipulated by law.
Article 95 The time limit for exercising the right of revocation shall be prescribed by law or agreed by the parties. If the parties fail to exercise their rights at the expiration of the time limit, the rights shall be extinguished.
If the law does not stipulate or the parties have not agreed on the time limit for exercising the right of cancellation, and the right is not exercised within a reasonable time after being urged by the other party, the right shall be extinguished.
Article 96 If one party requests to terminate the contract in accordance with the provisions of paragraph 2 of Article 93 and Article 94 of this Law, it shall notify the other party. When the notice reaches the other party, the contract is terminated. If the other party disagrees, it may request a people's court or an arbitration institution to confirm the validity of the termination of the contract.
Where the laws and administrative regulations stipulate that the termination of the contract shall go through the formalities of approval and registration, such provisions shall prevail.
Article 97 If the contract has not been performed after dissolution, the performance shall be terminated; If it has been performed, according to the performance and the nature of the contract, the parties may demand restitution and take other remedial measures, and have the right to demand compensation for losses.
Article 98 The termination of contractual rights and obligations shall not affect the validity of the settlement and liquidation clauses in the contract.
Article 99 Where the parties owe debts due to each other, and the subject matter of the debts is of the same type and quality, one party may offset its debts with the debts of the other party, except that it is not allowed to offset according to the law or the nature of the contract.
If a party claims set-off, it shall notify the other party. The notice takes effect when it reaches the other party. No conditions or time limit may be attached to the offset.
Article 100 Where the parties owe debts to each other, and the types and quality of the subject matter are different, they may also be set off by agreement of the parties.
Article 101 Where it is difficult to perform the debt under any of the following circumstances, the debtor may place the subject matter in escrow:
(1) The creditor refuses to accept it without justifiable reasons;
(2) The whereabouts of the creditor are unknown;
(3) The creditor dies without an heir or loses the capacity for civil conduct without a guardian;
(4) Other circumstances prescribed by law.
If the subject matter is not suitable for escrow or the escrow fee is too high, the debtor may auction or sell the subject matter according to law and deposit the proceeds.
Article 102 After the subject matter is deposited, the debtor shall promptly notify the creditor or the creditor's successor or guardian, unless the creditor's whereabouts are unknown.
Article 103 After the subject matter is deposited, the risk of damage or loss shall be borne by the creditor. During the period of escrow, the fruits of the subject matter belong to the creditors. The deposit fee shall be borne by the creditor.
Article 104 A creditor may request for deposit at any time, but if the creditor is in debt to the debtor, the deposit department shall refuse the debtor's request for deposit before the creditor fails to perform the debt or provide guarantee.
If it is not exercised within five years from the date of deposit, the creditor's rights in deposit will be destroyed, and the deposit will be owned by the state after deducting the deposit fee.
Article 105 Where the obligee discharges part or all of the debtor's debts, the rights and obligations under the contract are partially or completely terminated.
Article 106 Where the creditor's rights and debts belong to the same person, the rights and obligations under the contract shall terminate, except those involving the interests of a third party.
Contract Law of People's Republic of China (PRC) Central People's Government