中国合同法英文版
合同法英文翻译
合同法英文翻译1999年3月15日第九届全国人民代表大会第二次会议通过了《中华人民共和国合同法》，将于1999年10月1日起实施，取代《中华人民共和国经济合同法》、《中华人民共和国涉外经济合同法》和《中华人民共和国技术合同法》。
同时，中国法制出版社出版发行了《中华人民共和国合同法》中英文对照本。
《合同法》英文本的翻译质量总体上来说不是很高，有不少不当和错误之处，以下是对《合同法》《总则》部分第一至十六条的英语译文的分析和研究，指出了其中的不当和错误之处，并给出了参考译文。
部分参考译文借鉴了网上论坛Chinese Contract)的译法，在此表示感谢。
Law Forum (网址:本文引用的国际立法包括联合国国际贸易法委员会第29届会议于1996年6月通过的《联合国贸易法委员会电子商业示范法》(UNCITRAL Model Law on Electronic Commerce，标识为UNCITRAL)，《联合国国际货物销售合同公约》(United Nations Convention on Contracts for the International Sale of Goods，标识为CISG)，《商事合同通则》(UNIDROIT Principles of International CommercialContracts，标识为UNIDROIT)。
, 原文:总则原译:General Provisions拟译:General Principles解释:(选词)“总则”和“一般规定”在英语文本中都译成了general provisions，应当有所区别。
, 原文:第一章一般规定原译:Chapter 1 General Provisions拟译:不变解释:如UNIDROIT: Chapter 1 General Provisions, 原文:第一条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。
合同法中英文对照
合同法中英文对照
Contract Law English-Chinese Comparison。
合同法是一项重要的法律法规，用于规范和保护各种类型的合同关系。
在合同
法的适用过程中，英文和中文之间存在一些差异和特殊规定。
因此，在起草和执行合同时，必须对合同法中英文条款进行对照和理解，以确保合同的合法性和有效性。
在合同范本中，我们将重点对合同法中英文进行对照，以便客户更好地理解和
运用合同法规定。
我们将提供清晰的中英文对照条款，并解释其含义和适用范围。
无论是涉及到合同的签订、履行还是解除，我们都将为客户提供全面的法律指导和建议。
作为合同范本专家，我们将根据客户的具体需求，定制符合实际情况的合同范本，并确保其中的条款符合合同法的规定。
我们将以专业严谨的态度，为客户提供高质量的合同范本，帮助他们在合同签订过程中避免风险和纠纷。
我们将致力于为客户提供最全面、准确的合同法中英文对照服务，帮助他们更
好地理解和运用合同法规定，保障合同的合法性和有效性。
让我们携手合作，共同打造合同范本的专业标杆！。
合同法英文
合同法英文Contract LawContract law is a branch of civil law that deals with agreements between individuals or entities. A contract is a legally binding agreement between two or more parties that creates mutual obligations enforceable by law. By entering into a contract, the parties involved agree to certain terms and conditions, and if either party fails to fulfill their obligations, they may be liable for breach of contract.There are several essential elements that must be present for a contract to be legally enforceable. First, there must be an offer, which is a clear expression of willingness to enter into a contract on specific terms. The offer must be communicated to the other party, who may then accept the offer. Acceptance occurs when the offeree agrees to the terms of the offer and communicates their acceptance to the offeror.For a contract to be valid, there must be consideration. Consideration refers to something of value that is exchanged between the parties. It can be money, goods, services, or a promise to do or refrain from doing something. Consideration is necessary to show that the parties intended to be legally bound by their agreement.Another important element of contract law is the capacity of the parties to enter into a contract. Generally, a person must have the legal capacity to understand the nature and consequences of their actions to enter into a contract. This means that minors, individualswith mental impairments, and those under the influence of drugs or alcohol may lack the capacity to enter into a contract.Contracts must also have a lawful purpose. A contract that involves illegal activities or goes against public policy is not enforceable by law. For example, a contract to engage in illegal drug trafficking would not be valid.Once a contract is formed, the parties may be required to perform their obligations under the agreement. If one party fails to fulfill their duties, they are said to have breached the contract. The injured party may seek remedies, such as damages or specific performance, to enforce the contract or compensate for any losses incurred.There are various types of contracts, including oral contracts and written contracts. While written contracts are generally preferred as they provide a clear record of the agreement, oral contracts can still be legally binding, although they may be more difficult to prove in court. Some contracts, such as those involving the sale or transfer of real estate, must be in writing to be enforceable.It is important to note that not all agreements are considered contracts. Certain types of agreements, like social agreements or agreements of a domestic nature, may not be legally binding. However, if an agreement meets all the essential elements of a contract, it will be enforceable by law.In conclusion, contract law governs the creation and enforcement of agreements between parties. By understanding the essentialelements of a contract, the capacity of the parties involved, and the consequences of breaching a contract, individuals and entities can ensure that their agreements are legally binding and enforceable.。
中国合同法的官方英文版译文
中国合同法的官方英文版译文Here is an essay on the topic of the official English translation of the Chinese Contract Law, with the content exceeding 1,000 words as requested.The Chinese Contract Law is a fundamental legal framework that governs the formation, performance, modification, and termination of contracts in the People's Republic of China. Enacted in 1999 and effective as of October 1, 1999, the law serves as a critical component of China's legal system, providing a comprehensive set of rules and regulations to facilitate commercial transactions and protect the rights and interests of contracting parties.Given the significance of the Chinese Contract Law in the country's economic and legal landscape, it is essential to have an accurate and reliable English translation of the law to ensure its accessibility and comprehension by international stakeholders, including foreign businesses, investors, and legal professionals operating in or engaging with the Chinese market.The official English translation of the Chinese Contract Law is a valuable resource that enables non-Chinese speakers to understandthe key principles, provisions, and requirements outlined in the original Chinese version of the law. This translation plays a crucial role in enhancing transparency, facilitating cross-border transactions, and fostering a deeper understanding of the legal framework governing contracts in China.One of the primary benefits of the official English translation is its ability to bridge the linguistic and cultural gap between China and the international community. By providing a clear and accurate rendition of the Chinese Contract Law in English, the translation empowers foreign entities to navigate the legal landscape more effectively, mitigate risks, and make informed decisions when engaging in contractual relationships with Chinese counterparts.Moreover, the English translation serves as a valuable reference for legal practitioners, scholars, and policymakers outside of China who seek to understand the nuances and implications of the Chinese Contract Law. It allows them to analyze and compare the Chinese legal framework with their own domestic contract laws, facilitating cross-jurisdictional research, policy development, and the identification of potential areas for harmonization or collaboration.The official English translation of the Chinese Contract Law is the result of a meticulous and collaborative effort by legal experts and language professionals. The translation aims to capture the precisemeaning and intent of the original Chinese text while adhering to the conventions and terminology commonly used in international legal discourse.The translation covers a wide range of topics, including the general principles of contract law, the formation and validity of contracts, the rights and obligations of contracting parties, the performance and breach of contracts, and the various methods of contract termination. It also addresses specific types of contracts, such as sales contracts, lease contracts, and technology transfer contracts, among others.One of the notable features of the official English translation is its attention to detail and its efforts to maintain the nuances and technicalities of the Chinese legal language. The translation strives to preserve the specific terminology, concepts, and legal principles that are deeply rooted in the Chinese legal tradition, while also ensuring that the English rendition is clear, concise, and accessible to international readers.For example, the translation carefully differentiates between terms like "contract" and "agreement," "breach of contract" and "default," and "modification" and "amendment," ensuring that the distinctions between these legal concepts are accurately conveyed. This level of precision is crucial in the context of cross-border transactions, where misunderstandings or ambiguities in the legal language can havesignificant consequences.Furthermore, the official English translation of the Chinese Contract Law provides valuable insights into the underlying philosophy and policy objectives that have shaped the development of contract law in China. By understanding the broader context and principles that inform the Chinese legal framework, international stakeholders can better navigate the nuances and expectations surrounding contractual relationships in the Chinese market.In conclusion, the official English translation of the Chinese Contract Law is a invaluable resource that enhances the accessibility and understanding of this critical legal framework for the international community. By bridging the linguistic and cultural divide, the translation promotes transparency, fosters cross-border collaboration, and contributes to the harmonization of contract law practices globally. As China continues to play an increasingly prominent role in the global economy, the importance of this translation will only continue to grow, serving as a vital link between China and the rest of the world.。
中华人民共和国合同法英文版
中华人民共和国合同法英文版IntroductionThe Contract Law of the People’s Republic of China was enacted by the National People’s Congress of the People’s Republic of China on March 15, 1999, and came into effect on October 1, 1999. The contract law regulates the conclusion, performance, and termination of contracts in China, and it provides a legal framework for contractual transactions in various fields.General ProvisionsArticle 1 - PurposeThe purpose of this law is to regulate civil activities with contractual nature, protect the legitimate rights and interests of the parties to a contract, maintain social and economic order, and promote socialist modernization.Article 2 - DefinitionA contract is an agreement between natural persons, legal persons, or other organizations that have equal legal status, which creates, alters, or extinguishes civil rights and obligations.Article 3 - PrinciplesThe parties to a contract shall follow the principles of fairness, voluntariness, equality, and good faith in concluding, performing, and terminating a contract.Article 4 - Binding ForceA contract shall have binding force on the parties to the contract, and the parties shall perform their obligations in accordance with the contract.Formation of ContractsArticle 9 - OfferAn offer is a proposal made by one party to another party to conclude a contract.Article 10 - AcceptanceAcceptance is an expression of the acceptance of the offer by the offeree.Article 11 - Revocation of OfferAn offer may be revoked if the offeror informs the offeree of the revocation before the offeree has accepted the offer.Article 12 - Lapse of OfferAn offer lapses if it is not accepted within the time limit specified in the offer or within a reasonable time.Article 13 - Modification and Termination of OfferAn offer may be modified or terminated with the consent of the offeree or in accordance with the law.Article 14 - Invalid OffersInvalid offers are offers that lack legality, reality, or voluntariness.Article 15 - Acceptance by ConductAcceptance by conduct is an expression of acceptance by the offeree through his or her conduct.Performance of ContractsArticle 26 - Performance in Accordance with ContractThe parties shall perform their obligations in accordance with the contract.Article 27 - Change of PerformanceIf the circumstances have changed greatly after the conclusion of the contract, and the parties are unable toperform the contract as agreed upon, the parties may renegotiate and modify the contract.Article 28 - Force MajeureIf the performance of a contract is impossible because of force majeure, and the parties are unable to perform the contract even if they have taken necessary measures, the parties may be exempted from liability in accordance with the law.Article 29 - Renunciation of PerformanceIf a party renounces the performance of a contract without justifiable reasons, the other party has the right to request the performance of the contract or to terminate the contract and claim damages.Termination of ContractsArticle 94 - Termination by AgreementThe parties may terminate the contract by agreement.Article 95 - Termination by One PartyIf one party has breached the contract, the other party may terminate the contract and claim damages.Article 96 - Termination Due to Force MajeureIf the performance of a contract has become impossible due to force majeure, the parties may terminate the contract.Article 97 - Termination Due to a Party’s CircumstancesIf a party’s circumstances have changed so greatly that the contract cannot be performed, the other party may terminate the contract.Article 98 - Termination Due to a Third Party’s CircumstancesIf the performance of a contract is impossible due to the circumstances of a third party, the parties may terminate the contract.ConclusionThe Contract Law of the People’s Republic of China provides a legal framework for various contractual transactions in China. The law regulates the conclusion, performance, and termination of contracts, and it protects the legitimate rights and interests of the parties to a contract. The principles of fairness, voluntariness, equality, and good faith shall be followedby the parties to a contract, and the parties shall perform their obligations in accordance with the contract.。
中国合同法英文
What is Included?
Article 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 breach of contract; and • (8) dispute settlement.
China’s Contract Law
LeRoy H. Graw EdD, DBA, C.P.M., CPCM, CPP, CPPM, CISCM
1
Knowledge/Skill/Ability
• Be able to write a contract prepared under China’s Contract Law when required.
15
Specific Points
Rules of Interpretation.
In case of disputes, standardized contracts will be interpreted according to general understanding, and ambiguities shall be resolved in favor of the nondrafting party.
合同法英文版
中华人民共和国合同法（英文）CONTRACT LAW OF THE PEOPLES REPUBLIC OF CHINA(Adopted and Promulgated by the Second Session of the Ninth National Peoples Congress on March 15, 1999 )CONTENTSGeneral ProvisionsChapter 1 General ProvisionsChapter 2 Formation of ContractsChapter 3 Validity of ContractsChapter 4 Performance of ContractsChapter 5 Amendment and Assignment of ContractsChapter 6 Discharge of Contractual Rights and Obligations Chapter 7 Liability for Breach of ContractsChapter 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 Contracts for Hired WorksChapter 16 Contracts for Construction ProjectChapter 17 Contracts for TransportationChapter 18 Contracts for TechnologyChapter 19 Contracts for StorageChapter 20 Contracts for WarehousingChapter 21 Contracts for Agency AppointmentChapter 22 Contracts for BrokerageChapter 23 Contracts for IntermediationSupplementary ProvisionsChapter 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 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 parties 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 ofexpressing its contents in a tangible form.Article 12 Terms of ContractThe 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 of 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 anacceptance.Article 14 Definition of OfferAn offer is a partys 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 partys 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 requirements 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, 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 may 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 not 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 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 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 indicated 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 shall 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 for 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 telephone or facsimile, etc., the period for acceptance commences once the offer reaches the offeree.Article 25 Contract Formed upon Effectiveness of Acceptance A contract is formed once the acceptance becomes effective. Article 26 Effectiveness of AcceptanceA notice of acceptance becomes effective once 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 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 expiration 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 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 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 remuneration, 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 ChangesAn acceptance containing nonmaterial changes to the terms of the offer is nevertheless valid and the terms thereof prevail as the terms of the contract, unless the offeror timely objectsto 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 Contract Where the parties enter into a contract 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 require 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 concluded 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 placeof formation of the contract. If the parties have agreed otherwise, such agreement prevails.Article 35 Place of Formation in Case of Memorandum of Contract Where 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 Writing Where a contract is to be concluded 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 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 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 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 manner, 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 negotiated 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 term, 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 Term In case of any dispute concerning the construction of a standard term, such term shall be interpreted in accordance with common sense. 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 contract, 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 theconclusion 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 negotiating a contract, regardless of whether a contract is formed. If the party disclosed or improperly used such trade secret, thereby causing loss to the other party, it shall be liable for damages. Chapter Three Validity of ContractsArticle 44 Effectiveness of ContractA lawfully formed contract becomes effective upon its formation.Where effectiveness of a contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies. Article 45 Conditions Precedent; Conditions Subsequent;Improper Impairment or FacilitationThe parties may prescribe that effectiveness of a contract be subject to certain conditions. A contract subject to a condition precedent becomes effective once such condition is satisfied. A contract subject to a condition subsequent is extinguished once such condition is satisfied.Where in order to further its own interests, a party improperly impaired the satisfaction of a condition, the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a condition, the condition is deemed not to have been satisfied.Article 46 Contract TermThe parties may prescribe a term for a contract. A contract subject to a time of commencement becomes effective at such time.A contract subject to a time of expiration is extinguished at such time.Article 47 Contract by Person with Limited CapacityA contract concluded by a person with limited capacity for civil act is valid upon ratification by the legal agent thereof,provided that a contract from which such person accrues benefits only or the conclusion of which is appropriate for his age, intelligence or mental health does not require ratification by his legal agent.The other party may demand that the legal agent ratify the contract within one month. If the legal agent fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 48 Contract by Unauthorized AgentAbsent ratification by the principal, a contract concluded on his behalf by a person who lacked agency authority, who acted beyond his agency authority or whose agency authority was extinguished is not binding upon the principal unless ratified by him, and the person performing such act is liable.The other party may demand that the principal ratify the contract within one month. Where the principal fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the otherparty in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 49 Contract by Person with Apparent Agency Authority Where the person lacking agency authority, acting beyond his agency authority, or whose agency authority was extinguished concluded a contract in the name of the principal, if it was reasonable for the other party to believe that the person performing the act had agency authority, such act of agency is valid.Article 50 Contract Executed by Legal RepresentativeWhere the legal representative or the person-in-charge of a legal person or an organization of any other nature entered into a contract acting beyond his scope of authority, unless the other party knew or should have known that he was acting beyond his scope of authority, such act of representation is valid. Article 51 Unauthorized Disposal of Property through Contract Where a piece of property belonging to another person was disposed of by a person without the power to do so, such contract is nevertheless valid once the person with the power to itsdisposal has ratified the contract, or if the person lacking the power to dispose of it when the contract was concluded has subsequently acquired such power.Article 52 Invalidating CircumstancesA contract is invalid in any of the following circumstances: (i) One party induced conclusion of the contract through fraud or duress, thereby harming the interests of the state;(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any third party; (iii) The parties intended to conceal an illegal purpose under the guise of a legitimate transaction;(iv) The contract harms public interests;(v) The contract violates a mandatory provision of any law or administrative regulation.Article 53 Invalidity of Certain Exculpatory ProvisionsThe following exculpatory provisions in a contract are invalid: (i) excluding one partys liability for personal injury caused to the other party;(ii) excluding one partys liability for property loss caused to the other party by its intentional misconduct or gross negligence.Article 54 Contract Subject to Amendment or Cancellation Either of the parties may petition the Peoples Court or an arbitration institution for amendment or cancellation of a contract if:(i) the contract was concluded due to a material mistake; (ii) the contract was grossly unconscionable at the time of its conclusion.If a party induced the other party to enter into a contract against its true intention by fraud or duress, or by taking advantage of the other partys hardship, the aggrieved party is entitled to petition the Peoples Court or an arbitration institution for amendment or cancellation of the contract. Where a party petitions for amendment of the contract, the Peoples Court or arbitration institution may not cancel the contract instead.Article 55 Extinguishment of Cancellation RightA partys cancellation right is extinguished in any of the following circumstances:(i) It fails to exercise the cancellation right within one year, commencing on the date when the party knew or should have known the cause for the cancellation;(ii) Upon becoming aware of the cause for cancellation, it waives the cancellation right by express statement or by conduct.Article 56 Effect of Invalidation or Cancellation; Partial Invalidation or CancellationAn invalid or canceled contract is not legally binding ab initio. Where a contract is partially invalid, and the validity of the remaining provisions thereof is not affected as a result, the remaining provisions are nevertheless valid.Article 57 Independence of Dispute Resolution ProvisionThe invalidation, cancellation or discharge of a contract does not impair the validity of the contract provision concerning the method of dispute resolution, which exists independently in the contract.Article 58 Remedies in Case of Invalidation or Cancellation After a contract was invalidated or canceled, the parties shall make restitution of any property acquired thereunder; where restitution in kind is not possible or necessary, allowance shall be made in money based on the value of the property. The party at fault shall indemnify the other party for its loss sustained as a result. Where both parties were at fault, the parties shall bear their respective liabilities accordingly. Article 59 Remedies in Case of Collusion in Bad FaithWhere the parties colluded in bad faith, thereby harming the interests of the state, the collective or a third person, any property acquired as a result shall be turned over to the state or be returned to the collective or the third personChapter Four Performance of ContractsArticle 60 Full Performance; Performance in Good FaithThe parties shall fully perform their respective obligations in accordance with the contract.The parties shall abide by the principle of good faith, and perform obligations such as notification, assistance, andconfidentiality, etc. in light of the nature and purpose of the contract and in accordance with the relevant usage.Article 61 Indeterminate Terms; Supplementary AgreementIf a term such as quality, price or remuneration, or place of performance etc. was not prescribed or clearly prescribed, after the contract has taken effect, the parties may supplement it through agreement; if the parties fail to reach a supplementary agreement, such term shall be determined in accordance with the relevant provisions of the contract or in accordance with the relevant usage.Article 62 Gap FillingWhere a relevant term of the contract was not clearly prescribed, and cannot be determined in accordance with Article 61 hereof, one of the following provisions applies:(i) If quality requirement was not clearly prescribed, performance shall be in accordance with the state standard or industry standard; absent any state or industry standard, performance shall be in accordance with the customary standard or any particular standard consistent with the purpose of the contract;(ii) If price or remuneration was not clearly prescribed, performance shall be in accordance with the prevailing market price at the place of performance at the time the contract was concluded, and if adoption of a price mandated by the government or based on government issued pricing guidelines is required by law, such requirement applies;(iii) Where the place of performance was not clearly prescribed, if the obligation is payment of money, performance shall be at the place where the payee is located; if the obligation is delivery of immovable property, performance shall be at the place where the immovable property is located; for any other subject matter, performance shall be at the place where the obligor is located;(iv) If the time of performance was not clearly prescribed, the obligor may perform, and the obligee may require performance, at any time, provided that the other party shall be given the time required for preparation;(v) If the method of performance was not clearly prescribed, performance shall be rendered in a manner which is conducive to realizing the purpose of the contract;(vi) If the party responsible for the expenses of performance was not clearly prescribed, the obligor shall bear the expenses.Article 63 Performance at Government Mandated PriceWhere a contract is to be implemented at a price mandated by the government or based on government issued pricing guidelines, if the government adjusts the price during the prescribed period of delivery, the contract price shall be the price at the time of delivery. Where a party delays in delivering the subject matter, the original price applies if the price has increased, and the new price applies if the price has decreased. Where a party delays in taking delivery or making payment, the new price applies if the price has increased, and the original price applies if the price has decreased.Article 64 Performance toward a Third PersonWhere the parties prescribed that the obligor render performance to a third person, if the obligor fails to render its performance to the third person, or rendered non-conforming performance, it shall be liable to the obligee for breach of contract.Article 65 Performance by a Third PersonWhere the parties prescribed that a third person render performance to the obligee, if the third person fails to perform or rendered non-conforming performance, the obligor shall be liable to the obligee for breach of contract.Article 66 Simultaneous PerformanceWhere the parties owe performance toward each other and there is no order of performance, the parties shall perform simultaneously. Prior to performance by the other party, one party is entitled to reject its requirement for performance. If the other party rendered non-conforming performance, one party is entitled to reject its corresponding requirement for performance.Article 67 Consecutive PerformanceWhere the parties owe performance toward each other and there is an order of performance, prior to performance by the party required to perform first, the party who is to perform subsequently is entitled to reject its requirement for performance. If the party required to perform first rendered non-conforming performance, the party who is to performsubsequently is entitled to reject its corresponding requirement for performance.Article 68 Right to Suspend PerformanceThe party required to perform first may suspend its performance if it has conclusive evidence establishing that the other party is in any of the following circumstances:(i) Its business has seriously deteriorated;(ii) It has engaged in transfer of assets or withdrawal of funds for the purpose of evading debts;(iii) It has lost its business creditworthiness;(iv) It is in any other circumstance which will or may cause it to lose its ability to perform.Where a party suspends performance without conclusive evidence, it shall be liable for breach of contract.Article 69 Notification upon Suspension of Performance; TerminationIf a party suspends its performance in accordance with Article 68 hereof, it shall timely notify the other party.If the other party provides appropriate assurance for its performance, the party shall resume performance. After performance was suspended, if the other party fails to regain its ability to perform and fails to provide appropriate assurance within a reasonable time, the suspending party may terminate the contract.Article 70 Difficulty in Rendering Performance Due to CombinationWhere after effecting combination, division, or change of domicile, the obligee failed to notify the obligor, thereby making it difficult to render performance, the obligor may suspend its performance or place the subject matter in escrow. Article 71 Right to Reject Early Performance; ExceptionThe obligee may reject the obligors early performance, except where such early performance does not harm the obligees interests.Any additional expense incurred by the obligee due to the obligors early performance shall be borne by the obligor. Article 72 Right to Reject Partial Performance; ExceptionAn obligee may reject the obligors partial performance, except where such partial performance does not harm the obligees interests.Any additional expense incurred by the obligee due to the obligors partial performance shall be borne by the obligor. Article 73 Subrogation; LimitationWhere the obligor delayed in exercising its creditors right against a third person that was due, thereby harming the obligee, the obligee may petition the Peoples Court for subrogation, except where such creditors right is exclusively personal to the obligor.The scope of subrogation is limited to the extent of the obligees right to performance. The necessary expenses for subrogation by the obligee shall be borne by the obligor. Article 74 Obligees Right to Cancel Manifestly Unreasonable Act by ObligorWhere the obligor waived its creditors right against a third person that was due or assigned its property without reward, thereby harming the obligee, the obligee may petition the。
规定合同法中英文逐条对照版
中华人民国合同法Contract Law of the People's Republic of China 总则第一章一般规定第二章合同的订立第三章合同的效力第四章合同的履行第五章合同的变更和转让第六章合同的权利义务终止第七章违约责任第八章其他规定分则第九章买卖合同第十章供用电、水、气、热力合同第十一章赠与合同第十二章借款合同第十三章租赁合同第十四章融资租赁合同第十五章承揽合同第十六章建设工程合同第十七章运输合同第十八章技术合同第十九章保管合同第二十章仓储合同第二十一章委托合同第二十二章行纪合同第二十三章居间合同附则总则General Provisions第一章一般规定Chapter 1 General Provisions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 1 This Law is enacted in order to protect the lawful rights and interests of the contracting parties, to maintain social and economic order, and to promote the process of socialistmodernization.第二条【合同定义】本法所称合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。
婚姻、收养、监护等有关身份关系的协议，适用其他法律的规定。
Article 2 A contract in this Law refers to an agreement among natural persons, legal persons or other organizations as equal parties for the establishment, modification of a relationship involving the civil rights and obligations of such entities.Agreements concerning personal relationships such as marriage,adoption, guardianship, etc.shall be governed by the provisions in other laws.第三条【平等原则】合同当事人的法律地位平等，一方不得将自己的意志强加给另一方。
合同法英文版
合同法英文版English:Contract law is a branch of civil law that governs agreements and obligations between parties. A contract is a legally binding agreement between two or more parties that creates rights and obligations enforceable in court. To be valid, a contract must have several elements: offer, acceptance, consideration, capacity, legality, and consent. Offer refers to one party proposing terms to another party. Acceptance refers to the other party agreeing to those terms. Consideration refers to something of value being exchanged between the parties, such as money, goods, or services. Capacity refers to the parties being legally able to enter into the contract. Legality refers to the terms of the contract being legal and not prohibited by law. Consent refers to the parties voluntarily and knowingly agreeing to the terms of the contract. Once a contract is formed, the parties are bound by its terms and can enforce those terms in court. If one party breaches the contract, the other party may seek remedies, such as damages or specific performance, to compensate for the breach. Contract law also includes variousdoctrines, such as mistake, fraud, duress, and unconscionability, which may render a contract void or voidable. Overall, contract law provides a framework for individuals and businesses to enter into agreements with confidence and enforce their rights and obligations.中文翻译: 合同法是民事法的一个分支，它管理各方之间的协议和义务。
合同法重述英文版
合同法重述英文版Title: Restatement of the Contract LawIntroductionThe Contract Law of the People's Republic of China is the legal foundation for contractual relationships in China. It governs the formation, validity, interpretation, performance, and termination of contracts. The law is crucial in promoting commercial transactions, protecting the legitimate rights and interests of parties, and maintaining social and economic stability. In this article, we will provide a restatement of the Contract Law, highlighting its essential provisions and principles.Formation of ContractsA contract is a legally binding agreement between two or more parties that creates rights and obligations. To form a contract, the parties must have the capacity to contract,offer, acceptance, and consideration. The offeror must express the intention to be bound by the offer, and the offeree must accept it without any variations or modifications. Consideration is the exchange of something of value, such as money, goods, services, or promises.Validity of ContractsA contract is valid only if it meets the legal requirements of form, substance, and purpose. The form refers to the manner in which the contract is made, such as in writing, orally, or by conduct. The substance refers to the content of the contract, such as the subject matter, terms, and conditions. The purpose refers to the legal and moral objectives of the contract, such as compliance with laws and public policy.Interpretation of ContractsThe interpretation of a contract is the process of determining its meaning and intent. When the terms of thecontract are clear and unambiguous, they are to be enforced according to their plain language. When the terms are unclear or susceptible to different meanings, the court will consider the parties' intent, the context, and the custom and usage in the relevant industry or society. In case of conflicts, the court will interpret the contract against the party who drafted it or sought the ambiguity.Performance of ContractsThe performance of a contract is the fulfillment of the parties' obligations. In general, the parties must perform their obligations in good faith, with due diligence, and according to the terms of the contract. If the performance is delayed, defective, or impossible due to unforeseeable or unavoidable events, such as force majeure, the parties may be excused or discharged from the obligations, wholly or partially. If the performance is breached by one party, theother party may seek remedies, such as damages, specific performance, or rescission of the contract.Termination of ContractsA contract may be terminated by mutual agreement, performance, operation of law, or breach by one party. Mutual agreement is the voluntary and unequivocal consensus of the parties to terminate the contract, usually by another contract. Performance is the completion of all obligations by both parties, which extinguishes the contract. Operation of law is the termination of the contract by legal rules, such as expiration of the term, death, bankruptcy, or invalidity. Breach is the failure or refusal of one party to perform the obligations, giving the other party the right to terminate the contract and seek remedies.ConclusionThe Contract Law is an important legal framework for contractual relationships in China. It provides clear andpredictable rules for the formation, validity, interpretation, performance, and termination of contracts. The law emphasizes the freedom of contract, the principle of good faith, the protection of consumers, and the promotion of social and economic welfare. The law serves as a foundation for business transactions and legal disputes, and it requires parties toact responsibly and honestly in their contractual dealings.。
合同法英文资料
合同法英文资料Contracts and the Law: Understanding the FundamentalsContracts are the foundation of business transactions, governing the rights and obligations of the parties involved. Understanding the nuances of contract law is crucial for individuals and organizations engaging in any form of commercial activity. This essay aims to provide a comprehensive overview of contract law, its key principles, and the essential elements that constitute a legally binding agreement.At the core of contract law lies the concept of an agreement between two or more parties. This agreement, known as a contract, is a legally enforceable promise or set of promises that create mutual obligations. Contracts can take many forms, ranging from simple handshake agreements to complex multi-party negotiations. Regardless of their complexity, all contracts share common elements that must be present for the agreement to be considered legally binding.The first and most fundamental element of a contract is the offer. An offer is a clear and unambiguous expression of one party'swillingness to enter into an agreement, specifying the terms and conditions under which they are willing to do so. This offer must be communicated to the other party, who then has the option to accept or reject it. Acceptance, the second key element, occurs when the offeree clearly and unequivocally indicates their agreement to the terms of the offer. This acceptance can be expressed through words, actions, or a combination of both.In addition to offer and acceptance, a legally binding contract must also involve the exchange of consideration. Consideration refers to the mutual benefits or detriments that the parties agree to exchange as part of the contract. This can take the form of money, goods, services, or a promise to do or refrain from doing something. The consideration must be of value and must be bargained for by the parties.Another essential element of a contract is the intent to create legal relations. This means that the parties must have a genuine intention to enter into a legally binding agreement, rather than a mere social or domestic arrangement. This intent can be inferred from the circumstances surrounding the contract, such as the nature of the transaction and the language used by the parties.Capacity is also a crucial element of contract law. This refers to the legal ability of the parties to enter into a contract. Minors, individualswith mental incapacities, and certain types of legal entities may have limited or no capacity to enter into binding agreements. Contracts involving parties with limited capacity may be subject to special rules and protections.Finally, the contract must be legal and not contrary to public policy. Contracts that involve illegal activities, such as the sale of illicit goods or services, or that violate important social or ethical norms, may be deemed unenforceable or void.Once a contract has been formed, it is subject to various principles and rules that govern its interpretation, performance, and potential breach. These include the duty of good faith and fair dealing, which requires the parties to act honestly and fairly in their interactions; the doctrine of frustration, which addresses situations where unforeseen events make the contract impossible to perform; and the concept of breach of contract, which occurs when a party fails to fulfill their contractual obligations.In the event of a breach, the non-breaching party may be entitled to remedies such as damages, specific performance, or rescission of the contract. The type and extent of the remedy will depend on the nature and severity of the breach, as well as the terms of the contract itself.Contract law is a complex and multifaceted field, with a rich history and ongoing evolution to address the ever-changing needs of the modern business landscape. Understanding the fundamental principles and elements of contract law is essential for individuals and organizations engaging in any form of commercial activity, as it provides the foundation for creating, interpreting, and enforcing legally binding agreements. By studying and applying the principles of contract law, parties can navigate the complexities of commercial transactions with confidence and mitigate the risks associated with contractual disputes.。
中华人民共和国保护合同法英文
中华人民共和国保护合同法英文The People's Republic of China has established a robust legal framework to safeguard contracts, ensuring that agreements between parties are honored and enforced.This legal system is designed to foster trust andstability in business transactions, providing a clear set of rules for resolving disputes and upholding the sanctity of contractual obligations.The Contract Law of the PRC emphasizes the importance of good faith and fair dealing, requiring parties to act in an honest and reasonable manner when entering into andperforming contracts.In the event of a breach, the law provides remedies suchas damages, specific performance, and rescission of the contract, ensuring that the aggrieved party is adequately compensated for any losses incurred.Furthermore, the law promotes the resolution of contract disputes through mediation and arbitration, offeringalternative dispute resolution mechanisms that are more efficient and cost-effective than traditional litigation.The enforcement of contract law is overseen by the courts, which have the authority to interpret and apply the law, ensuring that contracts are enforced in a manner that isconsistent with the principles of justice and equity.By protecting the integrity of contracts, the Contract Law of the People's Republic of China contributes to the country's economic development and its reputation as a reliable partner in international trade and commerce.In conclusion, the Contract Law of the PRC serves as a cornerstone of the legal system, reflecting the nation's commitment to upholding the rule of law and promoting a fair and orderly market economy.。
CONTRACT LAW OF PRC
CONTRACT LAW OFTHE PEOPLE'S REPUBLIC OF CHINA (Adopted at the Second Session of the Ninth National People's Congress on March 15, 1999)GENERAL PROVISIONSCHAPTER 1 GENERAL PROVISIONSArticle 1 This Law is formulated with a view to protecting the lawful rights and interests of the parties to contracts, maintaining the social economic order and promoting the progress of the socialist modernization drive.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 equal legal status. No party may impose its will on the other party.Article 4 The parties shall have the rights to be voluntary to enter into 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 defining the rights and obligations of each party.Article 6 The parties must act in accordance with the principle of good faith, no matter in exercising rights or in performing obligations.Article 7 In concluding and performing a contract, the parties shall abide by the laws and administrative regulations, observe social ethics. Neither party may disrupt the socio-economic order or damage the public interests.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 theirrespective obligations in accordance with the terms of the contract. Neither party may unilaterally modify or rescind the contract.The contract established according to law shall be under the protection of law.CHAPTER 2 CONCLUSION OF CONTRACTSArticle 9 In concluding a contract, the parties shall have appropriate civil capacity of right and civil capacity of conduct.The parties may conclude a contract through an agent in accordance with the law.Article 10 The parties may conclude a contract in written, oral or other forms.Where the laws or administrative regulations require a contract to be concluded in written form, the contract shall be in written form. If the parties agree to do so, the contract shall be concluded in written form.Article 11 The written forms mean the forms which can show the described contents visibly, such as a written contractual agreement, letters, and data-telex (including telegram, telex, 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) title or name and domicile of the parties;(2) contract object;(3) quantity;(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 reference to the model text of each kind of contract.Article 13 The parties shall conclude a contract in the form of an offer and acceptance.Article 14 An offer is a proposal hoping to enter into a contract with other parties. The proposal shall comply with the following stipulations:(1) Its contents shall be detailed and definite;(2) It indicates the proposal of the offeror to be bound in case of acceptance.Article 15 An invitation for offer is a proposal for requesting other parties to make offers to the principal. Price forms mailed, public notices of auction and tender, prospectuses and commercial advertisements, etc. are invitations for 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 data-telex, and a recipient appoints a specific system to receive the data-telex, the time when the data-telex enters the system shall be the time of arrival; if no specific system is appointed, the time when the data-telex first enters 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 otherwise explicitly states that the offer is irrevocable; or(2) the offeree has reasons to rely on the offer as being irrevocable and has made preparation for performing the contract.Article 20 An offer shall be null and void under any of the following circumstances:(1) The notice of rejection reaches the offeror;(2) The offeror revokes its offer in accordance with the law;(3) The offeree fails to make an acceptance at the time when the time limit for acceptance expires;(4) The offeree substantially alters the contents of the offer.Article 21 An acceptance is a statement made by the offeree indicating assent to an offer.Article 22 Except that it is based on transaction practices or that the offer indicates an acceptance may be made by performing an act, the acceptance shall be made by means of notice.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 arrive in accordance with the following provisions:(1) If the offer is made in dialogues, the acceptance shall be made immediately except as otherwise agreed upon by the parties;(2) If the offer is made in forms other than a dialogue, the acceptance shall arrive within a reasonable period of time.Article 24 Where the offer is made in a letter or a telegram, the time limit for acceptance commences 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 commences from the date shown on the envelope. Where an offer is made by means of instantaneous communication, such as telephone or facsimile, the time limit for acceptance commences from the moment that 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 needn't be notified, 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 data-telex, the time when an acceptance arrives shall apply the provisions of Paragraph 2, Article 16 of this Law.Article 27 An acceptance may be withdrawn, but a 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 a new offer except that the offeror informs the offeree of the effectiveness of the said acceptance promptly.Article 29 If the offeree dispatches the acceptance within the time limit for acceptance which can reach the offeror in due time under normal circumstances, but the acceptance reaches the offeror beyond the time limit because of other reasons, the acceptance shall be effective, except that, the offeror informs the offeree promptly that it does not accept the acceptance because it exceeds the time limit for acceptance.Article 30 The contents of an acceptance shall comply with those of the offer. If the offeree substantially modifies the contents of the offer, it shall constitute a new offer. The modification relating to the contract object, quality, quantity, price or remuneration, time or 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 modifies 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 promptly by the offeror or indicated in the offer that an acceptance may not modify the offer at all.Article 32 Where the parties conclude a contract in written form, the contract is established when both parties sign or affix a seal on it.Article 33 Where the parties conclude the contract in the form of a letter or data-telex, etc., one party may request 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 the establishment of the contract.If the contract is concluded in the form of data-telex, the main business place of the receipient shall be the place of establishment. If no main business place, its habitual residence shall be considered to 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 written form, the place where both parties sign or affix a seal shall be the place where the contract is established.Article 36 A contract, which shall be concluded in 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 received it.Article 37 A contract, which is concluded in written form, shall be eslablished, if one party has performed its principal obligation and the other party has received it before signiture or affixing with a seal.Article 38 In case the State issues a mandatory plan or a State purchasing order 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 define the rights and obligations between the parties abiding by the principle of fairness, request the other party to note the exclusion or restriction of its liabilities in reasonable ways, and explain the standard terms according to the requirement of the other party.Standard terms are clauses which are prepared in advance for general and repeated use by one party and which are not negotiatied with the other party in concluding a contract.Article 40 When standard terms are under the circumstances stipulated in Article 52 and Article 53 of this Law, or the party which supplies the standard terms exempts itself from its liabilities, weights the liabilities of the other party, and excludes the rights of the other party, the terms shall be null and 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 one of the following circumstances in concluding a contract and thus causing losses to the other party:(1) disguising and pretending to conclude a contract, and negotiating in bad faith;(2) concealing deliberately the important facts relating to the conclusion of the contract or providing deliberately false information;(3) performing other acts which violate the principle of good faith.Article 43 A business secret the parties learn in 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 secret shall be liable for damages.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 with entry-into-force conditions shall be effective when such conditions are accomplished. The contract with dissolving conditions shall be null and 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 those conditions have been accomplished. To unfairly promoting the accomplishment of such conditions by one party shall be regarded as non-accomplishment.Article 46 The parties may agree on a conditional time period as to the effectiveness of the contract. A contract subject to an effective time period shall come into force 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 the person's statutory agent.The counterpart may urge the statutory agent to ratify the contract within one month. It shall be regarded as a refusal of ratification that the statutory agent does not make any expression. A bona fide counterpart has the right to withdraw it before the contract is ratified. The withdrawal shall be made by means of notice.Article 48 A contract concluded by an actor 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 actor shall be held liable.The counterpart may urge the principal to ratify it within one month. It shall be regarded as a refusal of ratification that the principal does not make any expression. A bona fide counterpart has the right to withdraw it before the contract is ratified. The withdrawal shall be made by means of notice.Article 49 If an actor 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 counterpart has reasons to trust that the actor 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 counterpart knows or ought to know that he/she is overstepping his/her powers.Article 51 Where a person having no right to disposal of property disposes of other persons' properties, 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 null and void under any of the following circumstances:(1) A contract is concluded through the use of fraud or coercion by one party to damage 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) Damaging the public interests;(5) Violating the compulsory provisions of the laws and administrative regulations.Article 53 The following immunity clauses in a contract shall be null and 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 it.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 knows or ought to know the revoking causes;(2) A party having the right to revoke the contract explicitly expresses or conducts an act to waive the right after it knows the revoking causes.Article 56 A contract that is null and void or revoked shall have no legally binding force ever from the very beginning. If part of a contract is null and void without affecting the validity of the other parts, the other parts shall still be valid.Article 57 If a contract is null and 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 respectively be liable.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 acpuired shall be turned over to the State or returned to the collective or the third party.CHAPTER 4 PERFORMANCE OF CONTRACTSArticle 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 notice, assistance and maintaining confidentiality, etc. based on the character 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 and 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 it be determined according to the provisions of Article 61 of this Law, the provisions below shall be applied:(1) If 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 thegovernment-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 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 period 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 burden of the expenses of performance is unclear, the cost shall be assumed 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 readjusted 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 taking 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'sperformance. 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 has been an order of priority in respect of the performance, and the party which shall render its performance first has not rendered the performance, the party which may render its performance lately has the right to reject the other party's request for performance. Where the party which shall render its performance first violates the terms of a contract while fulfilling the obligations, the party which may render its performance lately has the right to reject the other party's corresponding request for performance.Article 68 One party, which shall render its performance first, may suspend its 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 moves away its property and takes out its capital secretly to evade debt;(3) It loses its commercial credibility;(4) Other circumstances showing that it loses or is possible to lose the capacity of credit.Where a 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 promptly inform the other party of such suspension. It shall resume its 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 its capacity of performance and does not provide with a sure guarantee, the party suspending performance of the contract may rescind the contract.Article 70 If the obligee does not notify the obligor its separation, merger or a change of its 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 deposited.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 the 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 is indolent in exercising its due creditor's right, thus damaging the interests of the obligee, the obligee may request the people's court for subrogation in its own name, except that the creditor's right exclusively belongs 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 damaging the interests of the obligee, the obligee may request the people's court to revoke the obligor's act. If the obligor transfers its property at an obviously unreasonable low price, thus damaging the interests of the obligee, and the transferee knows such situation, the obligee may request 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.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 presumed that the contract is not modified.Article 79 The obligee may assign, wholly or in part, its rights under the contract to a third party, except for the following circumstances:(1) The rights under the contract may not be assigned according to the character 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 provisions of the laws.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 exclusively belong to the obligee.Article 82 After the obligor receives the notice of assignment of the creditor's rights, it may claim its demur in respect of the assignor to the assignee.Article 83 When the obligor receives the notice of assignment of the creditor's rights, and the obligor has due creditor's rights to the assign or, 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 the obligor assigns its obligations, wholly or in part, to a third party, it shall obtain consent from the obligee first.。
合同法中英文对照版
合同法中英文对照版引言合同是现代社会经济活动中不可或缺的一种法律工具。
随着国际贸易和跨国投资的发展，了解合同法的中英文对照版对于双方当事人的交流和合作至关重要。
本文将以《中华人民共和国合同法》为例，提供其中文和英文之间的对照，以方便读者的参考和理解。
中文版：第一条合同，是自愿订立的，民事权利和义务的协议。
英文版：Article 1 A contract is an agreement reached voluntarily by the parties concerned for the purpose of creating, modifying or terminating civil rights and obligations.中文版：第十一条合同成立，当事人达成协议，对合同中的主要条款达成一致，表明了意思表示，就视为合同成立。
法律另有规定的，依照其规定。
英文版：Article 11 A contract is formed when the parties concerned reach consensus on all essential terms and express their intention of entering into acontract in a definite way. Where laws provide otherwise, such provisions shall apply.3. 合同的效力中文版：第十五条无效合同，是指违反法律、行政法规或者社会公共利益，违背公序良俗，损害国家利益、社会公共利益、他人合法权益的合同。
英文版：Article 15 An invalid contract refers to a contract that, at the time of its conclusion, violates the lawsor administrative regulations, contravenes social public interests or good customs, or imprs state interests, social public interests or the lawful rights and interests of others.4. 合同的履行和变更中文版：第九十条根据订立的合同，当事人应当按照约定履行自己的义务，保护对方的权益。
中英文版《中华人民共和国合同法》Contract Law of the Peoples
中英文版《中华人民共和国合同法》Contract Law of thePeoplesContract Law of the People’s Republic of China《中华人民共和国合同法》Order [1999] No.15 of the President of the People’s Republic of ChinaContract Law of the People’s Republic of China has been adopted at the Second Session of the Ninth National People’s Congress on March 15, 1999, and is hereby promulgated, it will come into force as of October 1, 1999.President of the People’s Rep ublic of China: Jiang Zemin March 15, 1999Contract Law of the People’s Republic of China中华人民共和国主席令（第十五号）《中华人民共和国合同法》已由中华人民共和国第九届全国人民代表大会第二次会议于１９９９年３月１５日通过，现予公布，自１９９９年１０月１日起施行。
中华人民共和国主席江泽民１９９９年３月１５日中华人民共和国合同法（１９９９年３月１５日第九届全国人民代表大会第二次会议通过）总则第一章一般规定第二章合同的订立第三章合同的效力第四章合同的履行第五章合同的变更和转让第六章合同的权利义务终止第七章违约责任第八章其他规定分则第九章买卖合同第十章供用电、水、气、热力合同第十一章赠与合同第十二章借款合同第十三章租赁合同第十四章融资租赁合同第 1 页共 84 页第十五章承揽合同第十六章建设工程合同第十七章运输合同第十八章技术合同第十九章保管合同第二十章仓储合同第二十一章委托合同第二十二章行纪合同第二十三章居间合同附则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 and interests 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。
合同法第224条全文
合同法第224条全文"英文回答，"Article 224 of the Contract Law states that "If a party fails to perform its obligations under a contract or its performance does not conform to the terms of the contract, the other party may require it to perform its obligations or to take necessary measures to eliminate the defects in its performance; if the party fails to take necessary measures within a reasonable period of time, the other party may take necessary measures itself and request the defaulting party to bear the expenses necessary for the measures."This article essentially means that if one partydoesn't hold up their end of the bargain in a contract, the other party has the right to demand that they fulfill their obligations or fix any issues with their performance. If the defaulting party doesn't take action within a reasonable timeframe, the other party can take matters intotheir own hands and ask the defaulting party to cover the costs."中文回答，"合同法第224条规定，“如果一方未能履行合同中的义务，或者其履行不符合合同条款，另一方可以要求其履行义务或采取必要措施消除其履行中的缺陷；如果该方在合理期限内未采取必要措施，另一方可以自行采取必要措施，并要求违约方承担必要措施的费用。
中华人民共和国保护合同法英文
中华人民共和国保护合同法英文协议背景1.1 本协议由双方在平等、自愿、公平的基础上达成，旨在明确各方的权利和义务，确保协议的有效执行。
1.2 协议的目的在于为双方合作提供明确的指导原则和操作流程，以促进共同利益的实现。
协议内容2.1 合作范围2.1.1 双方同意在协议有效期内，按照协议约定的内容和方式开展合作，具体合作事项应详见本协议附件。
2.1.2 双方应遵循诚实信用原则，共同努力实现合作目标。
2.2 权利和义务2.2.1 每一方均有权要求对方履行协议中规定的义务，并享有协议中明确的权利。
2.2.2 各方应当按照协议的要求，提供必要的信息和支持，以确保合作项目的顺利进行。
2.2.3 双方应定期沟通合作进展，解决合作过程中出现的问题。
2.3 协议期限2.3.1 本协议自签署之日起生效，初步有效期为___年。
期满后，如需继续合作，双方应协商并签署书面续约协议。
2.3.2 在协议有效期内，任何一方如需提前终止协议，须提前___个月书面通知对方。
2.4 违约责任2.4.1 若任何一方违反协议约定，造成对方损失，应承担相应的违约责任，并赔偿因此产生的损失。
2.4.2 双方应尽力避免违约情况的发生，如发生违约，违约方应在接到对方通知后的___天内纠正其违约行为，并采取有效措施防止再次违约。
2.5 争议解决2.5.1 协议履行过程中如发生争议，双方应通过友好协商解决。
2.5.2 如协商未果，争议应提交至协议签署地的仲裁委员会进行仲裁，仲裁结果对双方具有法律约束力。
附则3.1 协议的修改和补充3.1.1 对本协议的任何修改和补充均应以书面形式进行，并由双方正式签署。
3.1.2 修改或补充内容不影响协议的其他条款，其他条款继续有效。
3.2 协议的解释3.2.1 本协议的解释权归属双方。
对协议内容有疑义时，应依照协议的原意和目的进行解释。
3.2.2 协议的解释不应违反国家法律法规及相关政策。
3.3 协议的生效3.3.1 本协议自双方签字盖章之日起生效，双方应按照协议内容履行各自的义务。
关于合同法基本原则的英文
关于合同法基本原则的英文The first party:The second party:Both parties according to A B amity consultation, and basis 《the People's Republic of China contract method 》provision, transact the computer for the first party from the second party[ so-and-so company] carry on the sale gearing, especially sign this contract.The both parties wish to obey the following item also:Article 1:Service contentsA, our company sells the whole computers, all a professional personnel test, match the nation 《the product quantity method 》, 《standardize the method 》and public security official's department related provision, device in before sell all stuck to protect to fix to seal in the particular position of the equipments;Two, the device that sell, all from the operation method that my professional personnel of company teaches the device, make the appropriate technique training also when it's necessary;Three, all device from sell from this very day, in a year breakdown produce by the device quantity, will practice:A, three months protects to change;B, free protect to fix in three years;Four, after system check before acceptance, three months protect to use the period inside, if because of the equipments quantity problem occurrence break down, our company even replaces together model number new product;Five, protect to fix the period as three years.This period, my company implements the gratis maintenance service.After receiving the customer breakdown, send the professional personnel to be present immediately;Six, take place as follows one of the factors, the loss result in break down, don't belong to protect to use, protect to fix the scope, our company forgives not to take any economic responsibility:1, not belong to the profession of my company to maintain the personnel or engineering the personnel tears to protect to fix to seal, tearing open the machine of;2, a fire, the electric shock, outside object tumble down or the equipments damage that other natural disasters cause;3, not my company officers and workers or not my company authorization user usage, or usage power the one who use carries on operation to result in of artificial breakdown; Seven, the device that our company sells and starts construction to install in the engineering check before acceptance after, must create file, and fill in" the equipments keeps on record the card".Hereafter the device maintain the movement circumstances and should stuff with this card;Eight, the first party if have a great achievement increment or the service needs of ability, all with the both parties are written form, E-mail or fax for basis, all fluctuation, all with the both parties' representative director confirm for precise.Article 2:Support the contract periodThe equipments maintenance period:Month from year from day,Go to the year month day, for expect the month.4, payment and deliver goods the way:1) all contract amount of money, add up the total amount of money as a renminbi of … , the first party adopts an all styles( use the check remittance) with all paid sex to the second party after install complete.2) the conveyance method and expenses burden:The second party presses the first party to request to install to adjust to try to like to provide to the first party, the traffic expense is undertake by the second party.3) date of delivery:Deliver goods in year month day4) place of delivery:Article 4:Both parties' responsibilityThe second party:1, must guarantee the above-mentioned product to produce also for the original factory from formality of, legal of outlet import;2, protect to fix the standard:From need the square to check before acceptance qualified press to produce the factory house to protect to fix the standard performance from day; 3, protect to fix and support the way:The second party provides three years of free maintenance service towards the equipments that provide.( if the hardware appear the breakdown, can't solve in time, the second party need to be provide in time together the model number product substitutes at the time)When the first party's occurrence equipmentsWhile breaking down and notifying the second party with the telephone or written form way, the second party should at 6 work arrive to break down the spot.The first party:1, after goods arrive check before acceptance immediately, if discover the problem, replacing at the request of the telephone notify the second party to resolve in 7 or, otherwise seeing as check before acceptance qualified.2, the first party can't bear debt all expenseses of the second party;Break contract the square needs toward the second party to pay 0.1%/ day of penalty fee( put together together amount of money).Other:1, the maintenance period expires, A B both parties another go to sign to support the contract, continue the service item.2, break contract the responsibility:The second party can't request time to deliver goods according to the first party, belonging to the default behavior;The first party can't rule the deadline to pay the payment according to the contract, belonging to the default behavior.Break contract the square needs toward the other party to pay the penalty fee, fining money the total amount not to exceed to match0.1% that is together.3, solve the way of the contract dispute:This contract occurrence dispute, was negotiate by both parties or the intermediation does not become, any square has the power to initiate public prosecution toward court of the people.4, contract if have the not known exhausted place, both parties amity the consultation solve.5, once the contract book try two, from the both parties' representative the signing adds to cover the Company's seal or a young man of contract effects also, faxing the piece to have the equal legal effect.Make agreement the personA square:B square:Representative: Representative:Sign the date: Sign the date:Telephone: Telephone:Address: Address:。
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中国合同法英文版CONTRACT LA W OF P. R. CHINAAdopted and Promulgated by the Second Session of the Ninth National People‘s Congress on March 15, 1999.Translated & Compiled by John Jiang & Henry LiuGENERAL PRINCIPLESChapter One: General ProvisionsArticle 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.Article 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 concerning 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 VoluntarilyA 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 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 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 the contract.A lawfully formed contract is protected by law.Chapter T wo: 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 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 parties 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 ContractThe terms of a contract shall be prescribed by the parties, and generally include the follow ing: (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 of 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 party‘s 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 o ffer is a party‘s 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 requirements 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, 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 recipient‘s systems is deemed its time of arrival.Article 17 Withdrawal of OfferAn offer may 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 not 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 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 Definition of AcceptanceAn acceptance is the offeree‘s 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 indicated 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 shall 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 for 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 telephone 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 once 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 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 expiration 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 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 Acceptance Containing Material ChangeThe terms of the acceptance shall be identical to those of the offer. A purported acceptancedispatched 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 remuneration, 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 ChangesAn acceptance containing nonmaterial changes to the terms of the offer is nevertheless valid 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 contract 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 Letter Where the parties enter into a contract by the exchange of letters or electronic messages, one party may require 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 concluded by the e xchange of electronic messages, the recipient‘s 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 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 concluded 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 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 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 rightsand obligations of the parties prescribed by the relevant laws and 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 sha ll, in a reasonable manner, call the other party‘s attention to the provision(s) whereby such party‘s 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 negotiated 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 Article53 hereof, or if it excludes the liabilities of the party supplying such term, 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. 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 contract, 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 negotiating a contract, regardless of whether a contract is formed. If the party disclosed or improperly used such trade secret, thereby causing loss to the other party, it shall be liable for damages.Chapter Three: V alidity of ContractsArticle 44 Effectiveness of ContractA lawfully formed contract becomes effective upon its formation.Where effectiveness of a contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.Article 45 Conditions Precedent; Conditions Subsequent; Improper Impairment or FacilitationThe parties may prescribe that effectiveness of a contract be subject to certain conditions. Acontract subject to a condition precedent becomes effective once such condition is satisfied. A contract subject to a condition subsequent is extinguished once such condition is satisfied. Where in order to further its own interests, a party improperly impaired the satisfaction of a condition, the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a condition, the condition is deemed not to have been satisfied.Article 46 Contract TermThe parties may prescribe a term for a contract. A contract subject to a time of commencement becomes effective at such time. A contract subject to a time of expiration is extinguished at such time.Article 47 Contract by Person with Limited CapacityA contract concluded by a person with limited capacity for civil act is valid upon ratification by the legal agent thereof, provided that a contract from which such person accrues benefits only or the conclusion of which is appropriate for his age, intelligence or mental health does not require ratification by his legal agent.The other party may demand that the legal agent ratify the contract within one month. If the legal agent fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 48 Contract by Unauthorized AgentAbsent ratification by the principal, a contract concluded on his behalf by a person who lacked agency authority, who acted beyond his agency authority or whose agency authority was extinguished is not binding upon the principal unless ratified by him, and the person performing such act is liable.The other party may demand that the principal ratify the contract within one month. Where the principal fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 49 Contract by Person with Apparent Agency AuthorityWhere the person lacking agency authority, acting beyond his agency authority, or whose agency authority was extinguished concluded a contract in the name of the principal, if it was reasonable for the other party to believe that the person performing the act had agency authority, such act of agency is valid.Article 50 Contract Executed by Legal RepresentativeWhere the legal representative or the person-in-charge of a legal person or an organization of any other nature entered into a contract acting beyond his scope of authority, unless the other party knew or should have known that he was acting beyond his scope of authority, such act of representation is valid.Article 51 Unauthorized Disposal of Property through ContractWhere a piece of property belonging to another person was disposed of by a person without the power to do so, such contract is nevertheless valid once the person with the power to its disposal has ratified the contract, or if the person lacking the power to dispose of it when the contract was concluded has subsequently acquired such power.Article 52 Invalidating CircumstancesA contract is invalid in any of the following circumstances:(i) One party induced conclusion of the contract through fraud or duress, thereby harming the interests of the state;(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any third party;(iii) The parties intended to conceal an illegal purpose under the guise of a legitimate transaction; (iv) The contract harms public interests;(v) The contract violates a mandatory provision of any law or administrative regulation.Article 53 Invalidity of Certain Exculpatory ProvisionsThe following exculpatory provisions in a contract are invalid:(i) excluding one party‘s liability for personal injury caused to the other party;(ii) excluding one party‘s liability for property loss caused to the other party by its intentional misconduct or gross negligence.Article 54 Contract Subject to Amendment or CancellationEither of the parties may petition the People‘s Court or an arbitration institution for amendment or cancellation of a contract if:(i) the contract was concluded due to a material mistake;(ii) the contract was grossly unconscionable at the time of its conclusion.If a party induced the other party to enter into a contract against its true intention by fraud or duress, or by taking advantage o f the other party‘s hardship, the aggrieved party is entitled to petition the People‘s Court or an arbitration institution for amendment or cancellation of the contract.Where a party petitions for amendment of the contract, the People‘s Court or arbitrat ion institution may not cancel the contract instead.Article 55 Extinguishment of Cancellation RightA party‘s cancellation right is extinguished in any of the following circumstances:(i) It fails to exercise the cancellation right within one year, commencing on the date when the party knew or should have known the cause for the cancellation;(ii) Upon becoming aware of the cause for cancellation, it waives the cancellation right by express statement or by conduct.Article 56 Effect of Invalidation or Cancellation; Partial Invalidation or CancellationAn invalid or canceled contract is not legally binding ab initio. Where a contract is partially invalid, and the validity of the remaining provisions thereof is not affected as a result, the remaining provisions are nevertheless valid.Article 57 Independence of Dispute Resolution ProvisionThe invalidation, cancellation or discharge of a contract does not impair the validity of the contract provision concerning the method of dispute resolution, which exists independently in the contract.Article 58 Remedies in Case of Invalidation or CancellationAfter a contract was invalidated or canceled, the parties shall make restitution of any property acquired thereunder; where restitution in kind is not possible or necessary, allowance shall be made in money based on the value of the property. The party at fault shall indemnify the other party for its loss sustained as a result. Where both parties were at fault, the parties shall bear their respective liabilities accordingly.Article 59 Remedies in Case of Collusion in Bad FaithWhere the parties colluded in bad faith, thereby harming the interests of the state, the collective or a third person, any property acquired as a result shall be turned over to the state or be returned to the collective or the third person.Chapter Four: Performance of ContractsArticle 60 Full Performance; Performance in Good FaithThe parties shall fully perform their respective obligations in accordance with the contract.The parties shall abide by the principle of good faith, and perform obligations such as notification, assistance, and confidentiality, etc. in light of the nature and purpose of the contract and in accordance with the relevant usage.Article 61 Indeterminate Terms; Supplementary AgreementIf a term such as quality, price or remuneration, or place of performance etc. was not prescribed or clearly prescribed, after the contract has taken effect, the parties may supplement it through agreement; if the parties fail to reach a supplementary agreement, such term shall be determined in accordance with the relevant provisions of the contract or in accordance with the relevant usage.Article 62 Gap FillingWhere a relevant term of the contract was not clearly prescribed, and cannot be determined in accordance with Article 61 hereof, one of the following provisions applies:(i) If quality requirement was not clearly prescribed, performance shall be in accordance with the state standard or industry standard; absent any state or industry standard, performance shall be in accordance with the customary standard or any particular standard consistent with the purpose of the contract;(ii) If price or remuneration was not clearly prescribed, performance shall be in accordance with the prevailing market price at the place of performance at the time the contract was concluded, and if adoption of a price mandated by the government or based on government issued pricing guidelines is required by law, such requirement applies;(iii) Where the place of performance was not clearly prescribed, if the obligation is payment of money, performance shall be at the place where the payee is located; if the obligation is deliveryof immovable property, performance shall be at the place where the immovable property is located; for any other subject matter, performance shall be at the place where the obligor is located;(iv) If the time of performance was not clearly prescribed, the obligor may perform, and the obligee may require performance, at any time, provided that the other party shall be given the time required for preparation;(v) If the method of performance was not clearly prescribed, performance shall be rendered in a manner which is conducive to realizing the purpose of the contract;(vi) If the party responsible for the expenses of performance was not clearly prescribed, the obligor shall bear the expenses.Article 63 Performance at Government Mandated PriceWhere a contract is to be implemented at a price mandated by the government or based on government issued pricing guidelines, if the government adjusts the price during the prescribed period of delivery, the contract price shall be the price at the time of delivery. Where a party delays in delivering the subject matter, the original price applies if the price has increased, and the new price applies if the price has decreased. Where a party delays in taking delivery or making payment, the new price applies if the price has increased, and the original price applies if the price has decreased.Article 64 Performance toward a Third PersonWhere the parties prescribed that the obligor render performance to a third person, if the obligor fails to render its performance to the third person, or rendered non-conforming performance, it shall be liable to the obligee for breach of contract.Article 65 Performance by a Third PersonWhere the parties prescribed that a third person render performance to the obligee, if the third person fails to perform or rendered non-conforming performance, the obligor shall be liable to the obligee for breach of contract.Article 66 Simultaneous PerformanceWhere the parties owe performance toward each other and there is no order of performance, the parties shall perform simultaneously. Prior to performance by the other party, one party is entitled to reject its requirement for performance. If the other party rendered non-conforming performance, one party is entitled to reject its corresponding requirement for performance.Article 67 Consecutive PerformanceWhere the parties owe performance toward each other and there is an order of performance, prior to performance by the party required to perform first, the party who is to perform subsequently is entitled to reject its requirement for performance. If the party required to perform first rendered non-conforming performance, the party who is to perform subsequently is entitled to reject its corresponding requirement for performance.Article 68 Right to Suspend PerformanceThe party required to perform first may suspend its performance if it has conclusive evidenceestablishing that the other party is in any of the following circumstances:(i) Its business has seriously deteriorated;(ii) It has engaged in transfer of assets or withdrawal of funds for the purpose of evading debts; (iii) It has lost its business creditworthiness;(iv) It is in any other circumstance which will or may cause it to lose its ability to perform. Where a party suspends performance without conclusive evidence, it shall be liable for breach of contract.Article 69 Notification upon Suspension of Performance; TerminationIf a party suspends its performance in accordance with Article 68 hereof, it shall timely notify the other party.If the other party provides appropriate assurance for its performance, the party shall resume performance. After performance was suspended, if the other party fails to regain its ability to perform and fails to provide appropriate assurance within a reasonable time, the suspending party may terminate the contract.Article 70 Difficulty in Rendering Performance Due to CombinationWhere after effecting combination, division, or change of domicile, the obligee failed to notify the obligor, thereby making it difficult to render performance, the obligor may suspend its performance or place the subject matter in escrow.Article 71 Right to Reject Early Performance; ExceptionThe obligee may reject the obligor‘s early performance, except where such early performance does not harm the obli gee‘s interests.Any additional expense incurred by the obligee due to the obligor‘s early performance shall be borne by the obligor.Article 72 Right to Reject Partial Performance; ExceptionAn obligee may reject the obligor‘s partial performance, exc ept where such partial performance does not harm the obligee‘s interests.Any additional expense incurred by the obligee due to the obligor‘s partial performance shall be borne by the obligor.Article 73 Subrogation; LimitationWhere the obligor delaye d in exercising its creditor‘s right against a third person that was due, thereby harming the obligee, the obligee may petition the People‘s Court for subrogation, except where such creditor‘s right is exclusively personal to the obligor.The scope of sub rogation is limited to the extent of the obligee‘s right to performance. The necessary expenses for subrogation by the obligee shall be borne by the obligor.Article 74 Obligee‘s Right to Cancel Manifestly Unreasonable Act by ObligorWhere the obligor w aived its creditor‘s right against a third person that was due or assigned its property without reward, thereby harming the obligee, the obligee may petition the People‘s Court for cancellation of the obligor‘s act. Where the obligor assigned its property at a low price which。