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1、中华人民共和国合同法（英文版）【标题】 CONTRACT LAW OF THE PEOPLES REPUBLIC OF CHINA【发布部门】National Peoples Congress CONTRACT LAW OF THE PEOPLES REPUBLIC OF CHINACONTRACT LAW OF THE PEOPLES REPUBLIC OF CHINA(Adopted and Promulgated by the Second Session of the Ninth National Peoples Congress March 15, 1999)GENERAL PROV
2、ISIONSCHAPTER 1 GENERAL PROVISIONSCHAPTER 2 CONCLUSION OF CONTRACTSCHAPTER 3 EFFECTIVENESS OF CONTRACTSCHAPTER 4 PERFORMANCE OF CONTRACTSCHAPTER 5 MODIFICATION AND ASSIGNMENT OF CONTRACTSCHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTSCHAPTER 7 LIABILITY FOR BREACH OF CONTRACTSCHAPTE
3、R 8 MISCELLANEOUS PROVISIONSSPECIFIC PROVISIONSCHAPTER 9 CONTRACTS FOR SALESCHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WATER, GAS OR HEATINGCHAPTER 11 CONTRACTS FOR DONATIONCHAPTER 12 CONTRACTS FOR LOANSCHAPTER 13 CONTRACTS FOR LEASECHAPTER 14 CONTRACTS FOR FINANCIAL LEASECHAPTER 15 CON
4、TRACTS FOR WORKCHAPTER 16 CONTRACTS FOR CONSTRUCTION PROJECTSCHAPTER 17 CONTRACTS FOR TRANSPORTATIONSECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR PASSENGER TRANSPORTATIONSECTION 3 CONTRACTS FOR GOODS TRANSPORTATIONSECTION 4 CONTRACTS FOR MULTI-MODAL TRANSPORTATIONCHAPTER 18 CONTRACTS FOR TECHNOLOGY
5、SECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR TECHNOLOGY DEVELOPMENTSECTION 3 CONTRACTS FOR TECHNOLOGY TRANSFERSECTION 4 CONTRACTS FOR TECHNICAL CONSULTANCY AND TECHNICAL SERVICECHAPTER 19 CONTRACTS FOR STORAGECHAPTER 20 CONTRACTS FOR WAREHOUSINGCHAPTER 21 CONTRACTS FOR COMMISSIONCHAPTER 22 CONTRAC
6、TS FOR BROKERAGECHAPTER 23 CONTRACTS FOR INTERMEDIATION GENERAL PRINCIPLESChapter One General Provisions Article 1 PurposeThis 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.Art
7、icle 2 Definition of Contract; ExclusionsFor 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 conce
8、rning any personal relationship such as marriage, adoption, guardianship, etc. shall be governed by other applicable laws.Article 3 Equal Standing of PartiesContract parties enjoy equal legal standing and neither party may impose its will on the other party.Article 4 Right to Enter into Contract Vol
9、untarily 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 FairnessThe parties shall abide by the principle of fairness in prescribing their respective rights and obligations.Article 6 Good FaithThe
10、parties shall abide by the principle of good faith in exercising their rights and performing their obligations.Article 7 LegalityIn 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
11、social and economic order or harm the public interests.Article 8 Binding Effect; Legal ProtectionA lawfully formed contract is legally binding on the parties. The parties shall perform their respective obligations in accordance with the contract, and neither party may arbitrarily amend or terminate
12、the contract.A lawfully formed contract is protected by law.Chapter Two Formation of ContractsArticle 9 Capacity; Contract through AgentIn entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts.A party may appoint an agent to enter into a contract
13、 on its behalf under the law.Article 10 Forms of Contract; Writing RequirementA contract may be made in a writing, in an oral conversation, as well as in any other form.A contract shall be in writing if a relevant law or administrative regulation so requires. A contract shall be in writing if the pa
14、rties have so agreed.Article 11 Definition of WritingA writing means a memorandum of contract, letter or electronic message (including telegram, telex, facsimile, electronic data exchange and electronic mail), etc. which is capable of expressing its contents in a tangible form.Article 12 Terms of Co
15、ntractThe terms of a contract shall be prescribed by the parties, and generally include the following:(i) names of the parties and the domiciles thereof;(ii) subject matter;(iii) quantity;(iv) quality;(v) price or remuneration;(vi) time, place and method of performance;(vii) liabilities for breach o
16、f contract;(viii) method of dispute resolution.The parties may enter into a contract by referencing a model contract for the relevant contract category.Article 13 Offer-AcceptanceA contract is concluded by the exchange of an offer and an acceptance.Article 14 Definition of OfferAn offer is a partys
17、manifestation of intention to enter into a contract with the other party, which shall comply with the following:(i) Its terms are specific and definite;(ii) It indicates that upon acceptance by the offeree, the offeror will be bound thereby.Article 15 Invitation to OfferAn invitation to offer is a p
18、artys manifestation of intention to invite the other party to make an offer thereto. A delivered price list, announcement of auction, call for tender, prospectus, or commercial advertisement, etc. is an invitation to offer.A commercial advertisement is deemed an offer if its contents meet the requir
19、ements of an offer.Article 16 Effectiveness of Offer, Offer through Electronic MessageAn offer becomes effective when it reaches the offeree.When a contract is concluded by the exchange of electronic messages, if the recipient of an electronic message has designated a specific system to receive it,
20、the time when the electronic message enters into such specific system is deemed its time of arrival; if no specific system has been designated, the time when the electronic message first enters into any of the recipients systems is deemed its time of arrival.Article 17 Withdrawal of OfferAn offer ma
21、y be withdrawn. The notice of withdrawal shall reach the offeree before or at the same time as the offer.Article 18 Revocation of OfferAn offer may be revoked. The notice of revocation shall reach the offeree before it has dispatched a notice of acceptance.Article 19 Irrevocable OfferAn offer may no
22、t be revoked:(i) if it expressly indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable;(ii) if the offeree has reason to regard the offer as irrevocable, and has undertaken preparation for performance.Article 20 Extinguishment of OfferAn offer is extinguished
23、 in any of the following circumstances:(i) The notice of rejection reaches the offeror;(ii) The offeror lawfully revokes the offer;(iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance;(iv) The offeree makes a material change to the terms of the offer.Article 21
24、Definition of AcceptanceAn acceptance is the offerees manifestation of intention to assent to an offer.Article 22 Mode of Acceptance; Acceptance by ConductAn acceptance shall be manifested by notification, except where it may be manifested by conduct in accordance with the relevant usage or as indic
25、ated in the offer.Article 23 Timely Dispatch of AcceptanceAn acceptance shall reach the offeror within the period prescribed in the offer.Where the offer does not prescribe a period for acceptance, the acceptance shall reach the offeror as follows:(i) Where the offer is made orally, the acceptance s
26、hall be dispatched immediately, unless otherwise agreed by the parties;(ii) Where the offer is made in a non-oral manner, the acceptance shall reach the offeror within a reasonable time.Article 24 Commencement of the Period for AcceptanceWhere an offer is made by a letter or a telegram, the period f
27、or acceptance commences on the date shown on the letter or the date on which the telegram is handed in for dispatch. If the letter does not specify a date, the period commences on the posting date stamped on the envelop. Where the offer is made through an instantaneous communication device such as t
28、elephone or facsimile, etc., the period for acceptance commences once the offer reaches the offeree.Article 25 Contract Formed upon Effectiveness of AcceptanceA contract is formed once the acceptance becomes effective.Article 26 Effectiveness of AcceptanceA notice of acceptance becomes effective onc
29、e it reaches the offeror. Where the acceptance does not require notification, it becomes effective once an act of acceptance is performed in accordance with the relevant usage or as required by the offer.Where a contract is concluded by the exchange of electronic messages, the time of arrival of the
30、 acceptance shall be governed by Paragraph 2 of Article 16 hereof.Article 27 Withdrawal of AcceptanceAn acceptance may be withdrawn. The notice of withdrawal shall reach the offeror before or at the same time as the acceptance.Article 28 Late AcceptanceAn acceptance dispatched by the offeree after e
31、xpiration of the period for acceptance constitutes a new offer, unless the offeror timely advises the offeree that the acceptance is valid.Article 29 Delayed Transmission of AcceptanceIf the offeree dispatched its acceptance within the period for acceptance, and the acceptance, which would otherwise
32、 have reached the offeror in due time under normal circumstances, reaches the offeror after expiration of the period for acceptance due to any other reason, the acceptance is valid, unless the offeror timely advises the offeree that the acceptance has been rejected on grounds of the delay.Article 30
33、 Acceptance Containing Material ChangeThe terms of the acceptance shall be identical to those of the offer. A purported acceptance dispatched by the offeree which materially alters the terms of the offer constitutes a new offer. A change in the subject matter, quantity, quality, price or remuneratio
34、n, time, place and method of performance, liabilities for breach of contract or method of dispute resolution is a material change to the terms of the offer.Article 31 Acceptance Containing Non-material Changes An acceptance containing nonmaterial changes to the terms of the offer is nevertheless val
35、id and the terms thereof prevail as the terms of the contract, unless the offeror timely objects to such changes or the offer indicated that acceptance may not contain any change to the terms thereof.Article 32 Time of Formation in Case of Memorandum of ContractWhere the parties enter into a contrac
36、t by a memorandum of contract, the contract is formed when it is signed or sealed by the parties. Article 33 Time of Formation in Case of Letters or Electronic Messages; Confirmation LetterWhere the parties enter into a contract by the exchange of letters or electronic messages, one party may requir
37、e execution of a confirmation letter before the contract is formed. The contract is formed upon execution of the confirmation letter. Article 34 Place of Formation; Electronic MessagesThe place where the acceptance becomes effective is the place of formation of a contract.Where a contract is conclud
38、ed by the exchange of electronic messages, the recipients main place of business is the place of formation of the contract; if the recipient does not have a main place of business, its habitual residence is the place of formation of the contract. If the parties have agreed otherwise, such agreement
39、prevails.Article 35 Place of Formation in Case of Memorandum of ContractWhere a contract is concluded by a memorandum of contract, its place of formation is the place where the parties sign or seal the contract.Article 36 Effect of Failure to Conclude Contract in WritingWhere a contract is to be con
40、cluded by a writing as required by the relevant law or administrative regulation or as agreed by the parties, if the parties failed to conclude the contract in writing but one party has performed its main obligation and the other party has accepted the performance, the contract is formed.Article 37
41、Effect of Failure to Sign in Case of Memorandum of ContractWhere a contract is to be concluded by a memorandum of contract, if prior to signing or sealing of the contract, one party has performed its main obligation and the other party has accepted the performance, the contract is formed.Article 38
42、Contract under State Mandatory PlanWhere the state has, in light of its requirements, issued a mandatory plan or state purchase order, the relevant legal persons and other organizations shall enter into a contract based on the rights and obligations of the parties prescribed by the relevant laws and
43、 administrative regulations.Article 39 Standard Terms; Duty to Call AttentionWhere a contract is concluded by way of standard terms, the party supplying the standard terms shall abide by the principle of fairness in prescribing the rights and obligations of the parties and shall, in a reasonable man
44、ner, call the other partys attention to the provision(s) whereby such partys liabilities are excluded or limited, and shall explain such provision(s) upon request by the other party.Standard terms are contract provisions which were prepared in advance by a party for repeated use, and which are not n
45、egotiated with the other party in the course of concluding the contract.Article 40 Invalidity of Certain Standard TermsA standard term is invalid if it falls into any of the circumstances set forth in Article 52 and Article 53 hereof, or if it excludes the liabilities of the party supplying such ter
46、m, increases the liabilities of the other party, or deprives the other party of any of its material rights.Article 41 Dispute Concerning Construction of Standard TermIn case of any dispute concerning the construction of a standard term, such term shall be interpreted in accordance with common sense.
47、 If the standard term is subject to two or more interpretations, it shall be interpreted against the party supplying it. If a discrepancy exists between the standard term and a non-standard term, the non-standard term prevails.Article 42 Pre-contract LiabilitiesWhere in the course of concluding a co
48、ntract, a party engaged in any of the following conducts, thereby causing loss to the other party, it shall be liable for damages:(i) negotiating in bad faith under the pretext of concluding a contract;(ii) intentionally concealing a material fact relating to the conclusion of the contract or supplying false information;(iii) any other conduct which violates the principle of good faith.Article 43 Trade Secrets; Liability for Disclosure or Improper UseA party may not disclose or improperly use any trade secret which it became aware of in the course of
