中国合同法英文版

以下是小编帮大家整理的中国合同法英文版，本文共11篇，仅供参考，欢迎大家阅读。

篇1：中国合同法英文版

中华人民共和国合同法

CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA Translated & Compiled by John Jiang & Henry Liu

总则

GENERAL PRINCIPLES

第一章 一般规定

Chapter One: General Provisions

第二章 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。

Article 1 Purpose This 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.

第二条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。

Article 2 Definition of Contract; Exclusions For 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.

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。

An agreement concerning any personal relationship such as marriage, adoption, guardianship, etc. shall be governed by other applicable laws.

第三条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。

Article 3 Equal Standing of Parties Contract parties enjoy equal legal standing and neither party may impose its will on the other party.

第四条当事人依法享有自愿订立合同的权利，任何单位和个人不得非法干预。

Article 4 Right to Enter into Contract Voluntarily A party is entitled to enter into a contract voluntarily under the law, and no entity or individual may unlawfully interfere with such right.

第五条当事人应当遵循公平原则确定各方的权利和义务。

Article 5 Fairness The parties shall abide by the principle of fairness in prescribing their respective rights and obligations.

第六条当事人行使权利、履行义务应当遵循诚实信用原则。

Article 6 Good Faith The parties shall abide by the principle of good faith in exercising their rights and performing their obligations.

第七条当事人订立、履行合同，应当遵守法律、行政法规，尊重社会公德，不得扰乱社会经济秩序，损害社会公共利益。

Article 7 Legality In 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.

第八条依法成立的合同，对当事人具有法律约束力。当事人应当按照约定履行自己的义务，不得擅自变更或者解除合同。

Article 8 Binding Effect; Legal Protection A 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.

依法成立的合同，受法律保护。

A lawfully formed contract is protected by law.

第二章 合同的订立

Chapter Two: Formation of Contracts

第九条当事人订立合同，应当具有相应的民事权利能力和民事行为能力。

Article 9 Capacity; Contract through Agent In entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts.

当事人依法可以委托代理人订立合同。

A party may appoint an agent to enter into a contract on its behalf under the law.

第十条当事人订立合同，有书面形式、口头形式和其他形式。

Article 10 Forms of Contract; Writing Requirement A contract may be made in a writing, in an oral conversation, as well as in any other form.

法律、行政法规规定采用书面形式的，应当采用书面形式。当事人约定采用书面形式的，应当采用书面形式。

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.

第十一条书面形式是指合同书、信件和数据电文(包括电报、电传、传真、电子数据交换和电子邮件)等可以有形地表现所载内容的形式。

Article 11 Definition of Writing A 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.

第十二条合同的内容由当事人约定，一般包括以下条款：

Article 12 Terms of Contract The terms of a contract shall be prescribed by the parties, and generally include the following:

(一)当事人的名称或者姓名和住所;

(i) names of the parties and the domiciles thereof;

(二)标的;

(ii) subject matter;

(三)数量;

(iii) quantity;

(四)质量;

(iv) quality;

(五)价款或者报酬;

(v) price or remuneration;

(六)履行期限、地点和方式;

(vi) time, place and method of performance;

(七)违约责任;

(vii) liabilities for breach of contract;

(八)解决争议的方法。

(viii) method of dispute resolution.

当事人可以参照各类合同的示范文本订立合同。

The parties may enter into a contract by referencing a model contract for the relevant contract category.

第十三条当事人订立合同，采取要约、承诺方式。

Article 13 Offer-Acceptance A contract is concluded by the exchange of an offer and an acceptance.

第十四条要约是希望和他人订立合同的意思表示，该意思表示应当符合下列规定：

Article 14 Definition of Offer An offer is a party's manifestation of intention to enter into a contract with the other party, which shall comply with the following:

(一)内容具体确定;

(i) Its terms are specific and definite;

(二)表明经受要约人承诺，要约人即受该意思表示约束。

(ii) It indicates that upon acceptance by the offeree, the offeror will be bound thereby.

第十五条要约邀请是希望他人向自己发出要约的意思表示。寄送的价目表、拍卖公告、招标公告、招股说明书、商业广告等为要约邀请。

Article 15 Invitation to Offer An invitation to offer 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.

商业广告的内容符合要约规定的，视为要约。

A commercial advertisement is deemed an offer if its contents meet the requirements of an offer.

第十六条要约到达受要约人时生效。

Article 16 Effectiveness of Offer, Offer through Electronic Message An offer becomes effective when it reaches the offeree.

采用数据电文形式订立合同，收件人指定特定系统接收数据电文的，该数据电文进入该特定系统的时间，视为到达时间;未指定特定系统的，该数据电文进入收件人的任何系统的首次时间，视为到达时间。

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.

第十七条要约可以撤回。撤回要约的通知应当在要约到达受要约人之前或者与要约同时到达受要约人。

Article 17 Withdrawal of Offer An offer may be withdrawn. The notice of withdrawal shall reach the offeree before or at the same time as the offer.

第十八条要约可以撤销。撤销要约的通知应当在受要约人发出承诺通知之前到达受要约人。

Article 18 Revocation of Offer An offer may be revoked. The notice of revocation shall reach the offeree before it has dispatched a notice of acceptance.

第十九条有下列情形之一的，要约不得撤销：

Article 19 Irrevocable Offer An offer may not be revoked:

(一)要约人确定了承诺期限或者以其他形式明示要约不可撤销;

(i) if it expressly indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable;

(二)受要约人有理由认为要约是不可撤销的，并已经为履行合同作了准备工作。

(ii) if the offeree has reason to regard the offer as irrevocable, and has undertaken preparation for performance.

第二十条有下列情形之一的，要约失效：

Article 20 Extinguishment of Offer An offer is extinguished in any of the following circumstances:

(一)拒绝要约的通知到达要约人;

(i) The notice of rejection reaches the offeror;

(二)要约人依法撤销要约;

(ii) The offeror lawfully revokes the offer;

(三)承诺期限届满，受要约人未作出承诺;

(iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance;

(四)受要约人对要约的内容作出实质性变更。

(iv) The offeree makes a material change to the terms of the offer.

第二十一条承诺是受要约人同意要约的意思表示。

Article 21 Definition of Acceptance An acceptance is the offeree's manifestation of intention to assent to an offer.

第二十二条承诺应当以通知的方式作出，但根据交易习惯或者要约表明可以通过行为作出承诺的除外。

Article 22 Mode of Acceptance; Acceptance by Conduct An 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.

第二十三条承诺应当在要约确定的期限内到达要约人。

Article 23 Timely Dispatch of Acceptance An acceptance shall reach the offeror within the period prescribed in the offer.

要约没有确定承诺期限的，承诺应当依照下列规定到达：

Where the offer does not prescribe a period for acceptance, the acceptance shall reach the offeror as follows:

(一)要约以对话方式作出的，应当即时作出承诺，但当事人另有约定的除外;

(i) Where the offer is made orally, the acceptance shall be dispatched immediately, unless otherwise agreed by the parties;

(二)要约以非对话方式作出的，承诺应当在合理期限内到达。

(ii) Where the offer is made in a non-oral manner, the acceptance shall reach the offeror within a reasonable time.

第二十四条要约以信件或者电报作出的，承诺期限自信件载明的日期或者电报交发之日开始计算。信件未载明日期的，自投寄该信件的邮戳日期开始计算。要约以电话、传真等快速通讯方式作出的，承诺期限自要约到达受要约人时开始计算。

Article 24 Commencement of the Period for Acceptance Where 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.

第二十五条承诺生效时合同成立。

Article 25 Contract Formed upon Effectiveness of Acceptance A contract is formed once the acceptance becomes effective.

第二十六条承诺通知到达要约人时生效。承诺不需要通知的，根据交易习惯或者要约的要求作出承诺的行为时生效。

Article 26 Effectiveness of Acceptance A 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.

采用数据电文形式订立合同的，承诺到达的时间适用本法第十六条第二款的规定。

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.

第二十七条承诺可以撤回。撤回承诺的通知应当在承诺通知到达要约人之前或者与承诺通知同时到达要约人。

Article 27 Withdrawal of Acceptance An acceptance may be withdrawn. The notice of withdrawal shall reach the offeror before or at the same time as the acceptance.

第二十八条受要约人超过承诺期限发出承诺的，除要约人及时通知受要约人该承诺有效的以外，为新要约。

Article 28 Late Acceptance An 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.

第二十九条受要约人在承诺期限内发出承诺，按照通常情形能够及时到达要约人，但因其他原因承诺到达要约人时超过承诺期限的，除要约人及时通知受要约人因承诺超过期限不接受该承诺的以外，该承诺有效。

Article 29 Delayed Transmission of Acceptance If 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.

第三十条承诺的内容应当与要约的内容一致。受要约人对要约的内容作出实质性变更的，为新要约。有关合同标的、数量、质量、价款或者报酬、履行期限、履行地点和方式、违约责任和解决争议方法等的变更，是对要约内容的实质性变更。

Article 30 Acceptance Containing Material Change The 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.

第三十一条承诺对要约的内容作出非实质性变更的，除要约人及时表示反对或者要约表明承诺不得对要约的内容作出任何变更的以外，该承诺有效，合同的内容以承诺的内容为准。

Article 31 Acceptance Containing Non-material Changes An 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.

第三十二条当事人采用合同书形式订立合同的，自双方当事人签字或者盖章时合同成立。

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.

第三十三条当事人采用信件、数据电文等形式订立合同的，可以在合同成立之前要求签订确认书。签订确认书时合同成立。

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.

第三十四条承诺生效的地点为合同成立的地点。

Article 34 Place of Formation; Electronic Messages The place where the acceptance becomes effective is the place of formation of a contract.

采用数据电文形式订立合同的，收件人的主营业地为合同成立的地点;没有主营业地的，其经常居住地为合同成立的地点。当事人另有约定的，按照其约定。

Where a contract is concluded by the exchange 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.

第三十五条当事人采用合同书形式订立合同的，双方当事人签字或者盖章的地点为合同成立的地点。

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.

第三十六条法律、行政法规规定或者当事人约定采用书面形式订立合同，当事人未采用书面形式但一方已经履行主要义务，对方接受的，该合同成立。

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.

第三十七条采用合同书形式订立合同，在签字或者盖章之前，当事人一方已经履行主要义务，对方接受的，该合同成立。

Article 37 Effect of Failure to Sign in Case of Memorandum of Contract Where 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.

第三十八条国家根据需要下达指令性任务或者国家订货任务的，有关法人、其他组织之间应当依照有关法律、行政法规规定的权利和义务订立合同。

Article 38 Contract under State Mandatory Plan Where 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.

第三十九条采用格式条款订立合同的，提供格式条款的一方应当遵循公平原则确定当事人之间的权利和义务，并采取合理的方式提请对方注意免除或者限制其责任的条款，按照对方的要求，对该条款予以说明。

Article 39 Standard Terms; Duty to Call Attention Where 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 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.

格式条款是当事人为了重复使用而预先拟定，并在订立合同时未与对方协商的条款。

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.

第四十条格式条款具有本法第五十二条和第五十三条规定情形的，或者提供格式条款一方免除其责任、加重对方责任、排除对方主要权利的，该条款无效。

Article 40 Invalidity of Certain Standard Terms A 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.

第四十一条对格式条款的理解发生争议的，应当按照通常理解予以解释。对格式条款有两种以上解释的，应当作出不利于提供格式条款一方的解释。格式条款和非格式条款不一致的，应当采用非格式条款。

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.

第四十二条当事人在订立合同过程中有下列情形之一，给对方造成损失的，应当承担损害赔偿责任：

Article 42 Pre-contract Liabilities Where 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:

(一)假借订立合同，恶意进行磋商;

(i) negotiating in bad faith under the pretext of concluding a contract;

(二)故意隐瞒与订立合同有关的重要事实或者提供虚假情况;

(ii) intentionally concealing a material fact relating to the conclusion of the contract or supplying false information;

(三)有其他违背诚实信用原则的行为。

(iii) any other conduct which violates the principle of good faith.

第四十三条当事人在订立合同过程中知悉的商业秘密，无论合同是否成立，不得泄露或者不正当地使用。泄露或者不正当地使用该商业秘密给对方造成损失的，应当承担损害赔偿责任。

Article 43 Trade Secrets; Liability for Disclosure or Improper Use A 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.

第三章 合同的效力

Chapter Three: Validity of Contracts

第四十四条依法成立的合同，自成立时生效。

Article 44 Effectiveness of Contract A lawfully formed contract becomes effective upon its formation.

法律、行政法规规定应当办理批准、登记等手续生效的，依照其规定。

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.

第四十五条当事人对合同的效力可以约定附条件。附生效条件的合同，自条件成就时生效。附解除条件的合同，自条件成就时失效。

Article 45 Conditions Precedent; Conditions Subsequent; Improper Impairment or Facilitation The 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.

当事人为自己的利益不正当地阻止条件成就的，视为条件已成就;不正当地促成条件成就的，视为条件不成就。

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.

第四十六条当事人对合同的效力可以约定附期限。附生效期限的合同，自期限届至时生效。附终止期限的合同，自期限届满时失效。

Article 46 Contract Term The 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.

第四十七条限制民事行为能力人订立的合同，经法定代理人追认后，该合同有效，但纯获利益的合同或者与其年龄、智力、精神健康状况相适应而订立的合同，不必经法定代理人追认。

Article 47 Contract by Person with Limited Capacity A 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.

相对人可以催告法定代理人在一个月内予以追认。法定代理人未作表示的，视为拒绝追认。合同被追认之前，善意相对人有撤销的权利。撤销应当以通知的方式作出。

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.

第四十八条行为人没有代理权、超越代理权或者代理权终止后以被代理人名义订立的合同，未经被代理人追认，对被代理人不发生效力，由行为人承担责任。

Article 48 Contract by Unauthorized Agent Absent 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.

相对人可以催告被代理人在一个月内予以追认。被代理人未作表示的，视为拒绝追认。合同被追认之前，善意相对人有撤销的权利。撤销应当以通知的方式作出。

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.

第四十九条行为人没有代理权、超越代理权或者代理权终止后以被代理人名义订立合同，相对人有理由相信行为人有代理权的，该代理行为有效。

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.

第五十条法人或者其他组织的法定代表人、负责人超越权限订立的合同，除相对人知道或者应当知道其超越权限的以外，该代表行为有效。

Article 50 Contract Executed by Legal Representative Where 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.

第五十一条无处分权的人处分他人财产，经权利人追认或者无处分权的人订立合同后取得处分权的，该合同有效。

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 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.

第五十二条有下列情形之一的，合同无效：

Article 52 Invalidating Circumstances A contract is invalid in any of the following circumstances:

(一)一方以欺诈、胁迫的手段订立合同，损害国家利益;

(i) One party induced conclusion of the contract through fraud or duress, thereby harming the interests of the state;

(二)恶意串通，损害国家、集体或者第三人利益;

(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any third party;

(三)以合法形式掩盖非法目的;

(iii) The parties intended to conceal an illegal purpose under the guise of a legitimate transaction;

(四)损害社会公共利益;

(iv) The contract harms public interests;

(五)违反法律、行政法规的强制性规定。

(v) The contract violates a mandatory provision of any law or administrative regulation.

第五十三条合同中的下列免责条款无效：

Article 53 Invalidity of Certain Exculpatory Provisions The following exculpatory provisions in a contract are invalid:

(一)造成对方人身伤害的;

(i) excluding one party's liability for personal injury caused to the other party;

(二)因故意或者重大过失造成对方财产损失的。

(ii) excluding one party's liability for property loss caused to the other party by its intentional misconduct or gross negligence.

第五十四条下列合同，当事人一方有权请求人民法院或者仲裁机构变更或者撤销：

Article 54 Contract Subject to Amendment or Cancellation Either of the parties may petition the People's Court or an arbitration institution for amendment or cancellation of a contract if:

(一)因重大误解订立的;

(i) the contract was concluded due to a material mistake;

(二)在订立合同时显失公平的。

(ii) the contract was grossly unconscionable at the time of its conclusion.

一方以欺诈、胁迫的手段或者乘人之危，使对方在违背真实意思的情况下订立的合同，受损害方有权请求人民法院或者仲裁机构变更或者撤销。

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 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.

当事人请求变更的，人民法院或者仲裁机构不得撤销。

Where a party petitions for amendment of the contract, the People's Court or arbitration institution may not cancel the contract instead.

第五十五条有下列情形之一的，撤销权消灭：

Article 55 Extinguishment of Cancellation Right A party's cancellation right is extinguished in any of the following circumstances:

(一)具有撤销权的当事人自知道或者应当知道撤销事由之日起一年内没有行使撤销权;

(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;

(二)具有撤销权的当事人知道撤销事由后明确表示或者以自己的行为放弃撤销权。

(ii) Upon becoming aware of the cause for cancellation, it waives the cancellation right by express statement or by conduct.

第五十六条无效的合同或者被撤销的合同自始没有法律约束力。合同部分无效，不影响其他部分效力的，其他部分仍然有效。

Article 56 Effect of Invalidation or Cancellation; Partial Invalidation or Cancellation An 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.

第五十七条合同无效、被撤销或者终止的，不影响合同中独立存在的有关解决争议方法的条款的效力。

Article 57 Independence of Dispute Resolution Provision The 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.

第五十八条合同无效或者被撤销后，因该合同取得的财产，应当予以返还;不能返还或者没有必要返还的，应当折价补偿。有过错的一方应当赔偿对方因此所受到的损失，双方都有过错的，应当各自承担相应的责任。

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.

第五十九条当事人恶意串通，损害国家、集体或者第三人利益的，因此取得的财产收归国家所有或者返还集体、第三人。

Article 59 Remedies in Case of Collusion in Bad Faith Where 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.

第四章 合同的履行

Chapter Four: Performance of Contracts

第六十条当事人应当按照约定全面履行自己的义务。

Article 60 Full Performance; Performance in Good Faith The parties shall fully perform their respective obligations in accordance with the contract.

当事人应当遵循诚实信用原则，根据合同的性质、目的和交易习惯履行通知、协助、保密等义务。

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.

第六十一条合同生效后，当事人就质量、价款或者报酬、履行地点等内容没有约定或者约定不明确的，可以协议补充;不能达成补充协议的，按照合同有关条款或者交易习惯确定。

Article 61 Indeterminate Terms; Supplementary Agreement If 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.

第六十二条当事人就有关合同内容约定不明确，依照本法第六十一条的规定仍不能确定的，适用下列规定：

Article 62 Gap Filling Where 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:

(一)质量要求不明确的，按照国家标准、行业标准履行;没有国家标准、行业标准的，按照通常标准或者符合合同目的的特定标准履行。

(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;

(二)价款或者报酬不明确的，按照订立合同时履行地的市场价格履行;依法应当执行政府定价或者政府指导价的，按照规定履行。

(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;

(三)履行地点不明确，给付货币的，在接受货币一方所在地履行;交付不动产的，在不动产所在地履行;其他标的，在履行义务一方所在地履行。

(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;

(四)履行期限不明确的，债务人可以随时履行，债权人也可以随时要求履行，但应当给对方必要的准备时间。

(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;

(五)履行方式不明确的，按照有利于实现合同目的的方式履行。

(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;

(六)履行费用的负担不明确的，由履行义务一方负担。

(vi) If the party responsible for the expenses of performance was not clearly prescribed, the obligor shall bear the expenses.

第六十三条执行政府定价或者政府指导价的，在合同约定的交付期限内政府价格调整时，按照交付时的价格计价。逾期交付标的物的，遇价格上涨时，按照原价格执行;价格下降时，按照新价格执行。逾期提取标的物或者逾期付款的，遇价格上涨时，按照新价格执行;价格下降时，按照原价格执行。

Article 63 Performance at Government Mandated Price Where 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.

第六十四条当事人约定由债务人向第三人履行债务的，债务人未向第三人履行债务或者履行债务不符合约定，应当向债权人承担违约责任。

Article 64 Performance toward a Third Person Where 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.

第六十五条当事人约定由第三人向债权人履行债务的，第三人不履行债务或者履行债务不符合约定，债务人应当向债权人承担违约责任。

Article 65 Performance by a Third Person Where 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.

第六十六条当事人互负债务，没有先后履行顺序的，应当同时履行。一方在对方履行之前有权拒绝其履行要求。一方在对方履行债务不符合约定时，有权拒绝其相应的履行要求。

Article 66 Simultaneous Performance Where 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.

第六十七条当事人互负债务，有先后履行顺序，先履行一方未履行的，后履行一方有权拒绝其履行要求。先履行一方履行债务不符合约定的，后履行一方有权拒绝其相应的履行要求。

Article 67 Consecutive Performance Where 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.

第六十八条应当先履行债务的当事人，有确切证据证明对方有下列情形之一的，可以中止履行：

Article 68 Right to Suspend Performance The 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:

(一)经营状况严重恶化;

(i) Its business has seriously deteriorated;

(二)转移财产、抽逃资金，以逃避债务;

(ii) It has engaged in transfer of assets or withdrawal of funds for the purpose of evading debts;

(三)丧失商业信誉;

(iii) It has lost its business creditworthiness;

(四)有丧失或者可能丧失履行债务能力的其他情形。

(iv) It is in any other circumstance which will or may cause it to lose its ability to perform.

当事人没有确切证据中止履行的，应当承担违约责任。

Where a party suspends performance without conclusive evidence, it shall be liable for breach of contract.

第六十九条当事人依照本法第六十八条的规定中止履行的，应当及时通知对方。

Article 69 Notification upon Suspension of Performance; Termination If a party suspends its performance in accordance with Article 68 hereof, it shall timely notify the other party.

对方提供适当担保时，应当恢复履行。中止履行后，对方在合理期限内未恢复履行能力并且未提供适当担保的，中止履行的一方可以解除合同。

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.

第七十条债权人分立、合并或者变更住所没有通知债务人，致使履行债务发生困难的，债务人可以中止履行或者将标的物提存。

Article 70 Difficulty in Rendering Performance Due to Combination Where 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.

第七十一条债权人可以拒绝债务人提前履行债务，但提前履行不损害债权人利益的除外。

Article 71 Right to Reject Early Performance; Exception The obligee may reject the obligor's early performance, except where such early performance does not harm the obligee's interests.

债务人提前履行债务给债权人增加的费用，由债务人负担。

Any additional expense incurred by the obligee due to the obligor's early performance shall be borne by the obligor.

第七十二条债权人可以拒绝债务人部分履行债务，但部分履行不损害债权人利益的除外。

Article 72 Right to Reject Partial Performance; Exception An obligee may reject the obligor's partial performance, except where such partial performance does not harm the obligee's interests.

债务人部分履行债务给债权人增加的费用，由债务人负担。

Any additional expense incurred by the obligee due to the obligor's partial performance shall be borne by the obligor.

第七十三条因债务人怠于行使其到期债权，对债权人造成损害的，债权人可以向人民法院请求以自己的名义代位行使债务人的债权，但该债权专属于债务人自身的除外。

Article 73 Subrogation; Limitation Where the obligor delayed 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.

代位权的行使范围以债权人的债权为限。债权人行使代位权的必要费用，由债务人负担。

The scope of subrogation 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.

第七十四条因债务人放弃其到期债权或者无偿转让财产，对债权人造成损害的，债权人可以请求人民法院撤销债务人的行为。债务人以明显不合理的低价转让财产，对债权人造成损害，并且受让人知道该情形的，债权人也可以请求人民法院撤销债务人的行为。

Article 74 Obligee's Right to Cancel Manifestly Unreasonable Act by Obligor Where the obligor waived 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 is manifestly unreasonable, thereby harming the obligee, and the assignee was aware of the situation, the obligee may also petition the People's Court for cancellation of the obligor's act.

撤销权的行使范围以债权人的债权为限。债权人行使撤销权的必要费用，由债务人负担。

The scope of cancellation right is limited to the extent of the obligee's right to performance. The necessary expenses for the obligee's exercise of its cancellation right shall be borne by the obligor.

第七十五条撤销权自债权人知道或者应当知道撤销事由之日起一年内行使。自债务人的行为发生之日起五年内没有行使撤销权的，该撤销权消灭。

Article 75 Time Limit for Exercising Obligee's Cancellation Right The obligee's cancellation right shall be exercised within one year, commencing on the date when it became, or should have become, aware of the cause for cancellation. Such cancellation right is extinguished if not exercised within five years, commencing on the date of occurrence of the obligor's act.

第七十六条合同生效后，当事人不得因姓名、名称的变更或者法定代表人、负责人、承办人的变动而不履行合同义务。

Article 76 A Party's Internal Change Not Excuse for Nonperformance Once a contract becomes effective, a party may not refuse to perform its obligations thereunder on grounds of any change in its name or change of its legal representative, person in charge, or the person handling the contract.

第五章 合同的变更和转让

Chapter Five: Amendment and Assignment of Contracts

第七十七条当事人协商一致，可以变更合同。

Article 77 Amendment; Amendment Subject to Approval A contract may be amended if the parties have so agreed.

法律、行政法规规定变更合同应当办理批准、登记等手续的，依照其规定。

Where amendment to the contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.

第七十八条当事人对合同变更的内容约定不明确的，推定为未变更。

Article 78 Ambiguous Amendment Not Effective A contract term is construed not to have been amended if the parties failed to clearly prescribe the terms of the amendment.

第七十九条债权人可以将合同的权利全部或者部分转让给第三人，但有下列情形之一的除外：

Article 79 Assignment of Rights; Exceptions The obligee may assign its rights under a contract in whole or in part to a third person, except where such assignment is prohibited:

(一)根据合同性质不得转让;

(i) in light of the nature of the contract;

(二)按照当事人约定不得转让;

(ii) by agreement between the parties;

(三)依照法律规定不得转让。

(iii) by law.

第八十条债权人转让权利的，应当通知债务人。未经通知，该转让对债务人不发生效力。

Article 80 Duty to Notify When Assigning Rights; Revocation of Assignment Subject to Assignee's Consent Where the obligee assigns its rights, it shall notify the obligor. Such assignment is not binding upon the obligor if notice was not given.

债权人转让权利的通知不得撤销，但经受让人同意的除外。

A notice of assignment of rights given by the obligee may not be revoked, except with the consent of the assignee.

第八十一条债权人转让权利的，受让人取得与债权有关的从权利，但该从权利专属于债权人自身的除外。

Article 81 Assumption of Incidental Right in Case of Assignment Where the obligee assigns a right, the assignee shall assume any incidental right associated with the obligee's right, except where such incidental right is exclusively personal to the obligee.

第八十二条债务人接到债权转让通知后，债务人对让与人的抗辩，可以向受让人主张。

Article 82 Assigned Rights Subject to Accrued Defenses of Obligor Upon receipt of the notice of assignment of the obligee's right, the obligor may, in respect of the assignee, avail itself of any defense it has against the assignor.

第八十三条债务人接到债权转让通知时，债务人对让与人享有债权，并且债务人的债权先于转让的债权到期或者同时到期的，债务人可以向受让人主张抵销。

Article 83 Availability of Set-off to Obligor Upon receipt of the notice of assignment of the obligee's right, if the obligor has any right to performance by the assignor which is due before or at the same time as the assigned obligee's right, the obligor may avail itself of any set-off against the assignee.

第八十四条债务人将合同的义务全部或者部分转移给第三人的，应当经债权人同意。

Article 84 Delegation of Obligations Subject to Consent by Obligee Where the obligor delegates its obligations under a contract in whole or in part to a third person, such delegation is subject to consent by the obligee.

第八十五条债务人转移义务的，新债务人可以主张原债务人对债权人的抗辩。

Article 85 Availability of Defenses to New Obligor Where the obligor has delegated an obligation, the new obligor may avail itself of any of the original obligor's defenses against the obligee.

第八十六条债务人转移义务的，新债务人应当承担与主债务有关的从债务，但该从债务专属于原债务人自身的除外。

Article 86 Assumption of Incidental Obligation in Case of Delegation Where the obligor delegates an obligation, the new obligor shall assume any incidental obligation associated with the main obligation, except where such incidental obligation is exclusively personal to the original obligor.

第八十七条法律、行政法规规定转让权利或者转移义务应当办理批准、登记等手续的，依照其规定。

Article 87 Assignment Subject to Approval Where the obligee's assignment of a right or the obligor's delegation of an obligation is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.

第八十八条当事人一方经对方同意，可以将自己在合同中的权利和义务一并转让给第三人。

Article 88 Concurrent Assignment and Delegation Upon consent by the other party, one party may concurrently assign its rights and delegate its obligations under a contract to a third person.

第八十九条权利和义务一并转让的，适用本法第七十九条、第八十一条至第八十三条、第八十五条至第八十七条的规定。

Article 89 Provisions Applicable to Concurrent Assignment Where a party concurrently assigns its rights and delegates its obligations, the provisions in Article 79, Articles 81 to 83, and Articles 85 to 87 apply.

第九十条当事人订立合同后合并的，由合并后的法人或者其他组织行使合同权利，履行合同义务。当事人订立合同后分立的，除债权人和债务人另有约定的以外，由分立的法人或者其他组织对合同的权利和义务享有连带债权，承担连带债务。

Article 90 Effect of Combination or Division of Contract Party Where a party has effected combination after it entered into a contract, the legal person or organization of any other nature resulting from the combination assumes the rights and obligations thereunder. Where a party has effected division after it entered into a contract, unless otherwise agreed by the obligee and obligor thereunder, the legal persons or other organizations resulting from the division jointly and severally assume the rights and obligations thereunder.

第六章 合同的权利义务终止

Chapter Six: Discharge of Contractual Rights and Obligations

第九十一条有下列情形之一的，合同的权利义务终止：

Article 91 Conditions for Discharge The rights and obligations under a contract are discharged in any of the following circumstances:

(一)债务已经按照约定履行;

(i) The obligations were performed in accordance with the contract;

(二)合同解除;

(ii) The contract was terminated;

(三)债务相互抵销;

(iii) The obligations were set off against each other;

(四)债务人依法将标的物提存;

(iv) The obligor placed the subject matter in escrow in accordance with the law;

(五)债权人免除债务;

(v) The obligee released the obligor from performance;

(六)债权债务同归于一人;

(vi) Both the obligee's rights and obligor's obligations were assumed by one party;

(七)法律规定或者当事人约定终止的其他情形。

(vii) Any other discharging circumstance provided by law or prescribed by the parties occurred.

第九十二条合同的权利义务终止后，当事人应当遵循诚实信用原则，根据交易习惯履行通知、协助、保密等义务。

Article 92 Post-discharge Obligations Upon discharge of the rights and obligations under a contract, the parties shall abide by the principle of good faith and perform obligations such as notification, assistance and confidentiality, etc. in accordance with the relevant usage.

第九十三条当事人协商一致，可以解除合同。

Article 93 Termination by Agreement; Termination Right The parties may terminate a contract if they have so agreed.

当事人可以约定一方解除合同的条件。解除合同的条件成就时，解除权人可以解除合同。

The parties may prescribe a condition under which one party is entitled to terminate the contract. Upon satisfaction of the condition for termination of the contract, the party with the termination right may terminate the contract.

第九十四条有下列情形之一的，当事人可以解除合同：

Article 94 Legally Prescribed Conditions Giving Rise to Termination Right The parties may terminate a contract if:

(一)因不可抗力致使不能实现合同目的;

(i) force majeure frustrated the purpose of the contract;

(二)在履行期限届满之前，当事人一方明确表示或者以自己的行为表明不履行主要债务;

(ii) before the time of performance, the other party expressly stated or indicated by its conduct that it will not perform its main obligations;

(三)当事人一方迟延履行主要债务，经催告后在合理期限内仍未履行;

(iii) the other party delayed performance of its main obligations, and failed to perform within a reasonable time after receiving demand for performance;

(四)当事人一方迟延履行债务或者有其他违约行为致使不能实现合同目的;

(iv) the other party delayed performance or otherwise breached the contract, thereby frustrating the purpose of the contract;

(五)法律规定的其他情形。

(v) any other circumstance provided by law occurred.

第九十五条法律规定或者当事人约定解除权行使期限，期限届满当事人不行使的，该权利消灭。

Article 95 Time Limit for Termination; Extinguishment of Termination Right Where the law or the parties prescribe a period for exercising termination right, failure by a party to exercise it at the end of the period shall extinguish such right.

法律没有规定或者当事人没有约定解除权行使期限，经对方催告后在合理期限内不行使的，该权利消灭。

Where neither the law nor the parties prescribe a period for exercising termination right, failure by a party to exercise it within a reasonable time after receiving demand from the other party shall extinguish such right.

第九十六条当事人一方依照本法第九十三条第二款、第九十四条的规定主张解除合同的，应当通知对方。合同自通知到达对方时解除。对方有异议的，可以请求人民法院或者仲裁机构确认解除合同的效力。

Article 96 Termination by Notification; Termination Subject to Approval The party availing itself of termination of a contract in accordance with Paragraph 2 of Article 93 and Article 94 hereof shall notify the other party. The contract is terminated when the notice reaches the other party. If the other party objects to the termination, the terminating party may petition the People's Court or an arbitration institution to affirm the validity of the termination.

法律、行政法规规定解除合同应当办理批准、登记等手续的，依照其规定。

Where termination 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.

第九十七条合同解除后，尚未履行的，终止履行;已经履行的，根据履行情况和合同性质，当事人可以要求恢复原状、采取其他补救措施，并有权要求赔偿损失。

Article 97 Remedies in Case of Termination Upon termination of a contract, a performance which has not been rendered is discharged; if a performance has been rendered, a party may, in light of the degree of performance and the nature of the contract, require the other party to restore the subject matter to its original condition or otherwise remedy the situation, and is entitled to claim damages.

第九十八条合同的权利义务终止，不影响合同中结算和清理条款的效力。

Article 98 Settlement and Winding-up Provisions Not Affected by Discharge Discharge of contractual rights and obligations does not affect the validity of contract provisions concerning settlement of account and winding-up.

第九十九条当事人互负到期债务，该债务的标的物种类、品质相同的，任何一方可以将自己的债务与对方的债务抵销，但依照法律规定或者按照合同性质不得抵销的除外。

Article 99 Set-off; Set-off Not Subject to Condition Where each party owes performance to the other party that is due, and the subject matters of the obligations are identical in type and quality, either party may set off its obligation against the obligation of the other party, except where set-off is prohibited by law or in light of the nature of the contract.

当事人主张抵销的，应当通知对方。通知自到达对方时生效。抵销不得附条件或者附期限。

The party availing itself of set-off shall notify the other party. The notice becomes effective when it reaches the other party. Set-off may not be subject to any condition or time limit.

第一百条当事人互负债务，标的物种类、品质不相同的，经双方协商一致，也可以抵销。

Article 100 Set-off Involving Non-identical Subject Matters Where each party owes performance to the other party that is due, and the subject matters of the obligations are not identical in type and quality, the parties may effect set-off by mutual agreement.

第一百零一条有下列情形之一，难以履行债务的，债务人可以将标的物提存：

Article 101 Conditions Giving Rise to Right to Place Subject Matter in Escrow Where any of the following circumstances makes it difficult to render performance, the obligor may place the subject matter in escrow:

(一)债权人无正当理由拒绝受领;

(i) The obligee refuses to take delivery of the subject matter without cause;

(二)债权人下落不明;

(ii) The obligee cannot be located;

(三)债权人死亡未确定继承人或者丧失民事行为能力未确定监护人;

(iii) The obligee is deceased or incapacitated, and his heir or guardian is not determined;

(四)法律规定的其他情形。

(iv) Any other circumstance provided by law occurs.

标的物不适于提存或者提存费用过高的，债务人依法可以拍卖或者变卖标的物，提存所得的价款。

Where the subject matter is not fit for escrow, or the escrow expenses will be excessive, the obligor may auction or liquidate the subject matter and place the proceeds in escrow.

第一百零二条标的物提存后，除债权人下落不明的以外，债务人应当及时通知债权人或者债权人的继承人、监护人。

Article 102 Duty to Notify in Case of Escrow After placing the subject matter in escrow, the obligor shall timely notify the obligee or his heir or guardian, except where the obligee cannot be located.

第一百零三条标的物提存后，毁损、灭失的风险由债权人承担。提存期间，标的物的孳息归债权人所有。提存费用由债权人负担。

Article 103 Risk of Loss; Fruits of Subject Matter Accrued during Escrow Once the subject matter is in escrow, the risk of its damage or loss is borne by the obligee. The fruits of the subject matter accrued during escrow belong to the obligee. Escrow expenses shall be borne by the obligee.

第一百零四条债权人可以随时领取提存物，但债权人对债务人负有到期债务的，在债权人未履行债务或者提供担保之前，提存部门根据债务人的要求应当拒绝其领取提存物。

Article 104 Taking Delivery of Subject Matter in Escrow Conditional upon Performance; Time Limit The obligee may take delivery of the subject matter in escrow at any time, provided that if the obligee owes performance toward the obligor that is due, prior to the obligee's performance or provision of assurance, the escrow agent shall reject the obligee's attempt to take delivery of the subject matter in escrow as required by the obligor.

债权人领取提存物的权利，自提存之日起五年内不行使而消灭，提存物扣除提存费用后归国家所有。

The right of the obligee to take delivery of the subject matter in escrow is extinguished if not exercised within five years, commencing on the date when the subject matter was placed in escrow. After deduction of escrow expenses, the subject matter in escrow shall be turned over to the state.

第一百零五条债权人免除债务人部分或者全部债务的，合同的权利义务部分或者全部终止。

Article 105 Release Where the obligee released the obligor from performance in part or in whole, the rights and obligations under the contract are discharged in part or in whole.

第一百零六条债权和债务同归于一人的，合同的权利义务终止，但涉及第三人利益的除外。

Article 106 Merger of Rights and Obligations If the same party assumed all the rights and obligations under a contract, the rights and obligations thereunder are discharged, except where the contract involves the interests of a third person.

第七章 违约责任

Chapter Seven: Liabilities for Breach of Contracts

第一百零七条当事人一方不履行合同义务或者履行合同义务不符合约定的，应当承担继续履行、采取补救措施或者赔偿损失等违约责任。

Article 107 Types of Liabilities for Breach If a party fails to perform its obligations under a contract, or rendered non-conforming performance, it shall bear the liabilities for breach of contract by specific performance, cure of non-conforming performance or payment of damages, etc.

第一百零八条当事人一方明确表示或者以自己的行为表明不履行合同义务的，对方可以在履行期限届满之前要求其承担违约责任。

Article 108 Anticipatory Breach Where one party expressly states or indicates by its conduct that it will not perform its obligations under a contract, the other party may hold it liable for breach of contract before the time of performance.

第一百零九条当事人一方未支付价款或者报酬的，对方可以要求其支付价款或者报酬。

Article 109 Monetary Specific Performance If a party fails to pay the price or remuneration, the other party may require payment thereof.

第一百一十条当事人一方不履行非金钱债务或者履行非金钱债务不符合约定的，对方可以要求履行，但有下列情形之一的除外：

Article 110 Non-monetary Specific Performance; Exceptions Where a party fails to perform, or rendered non-conforming performance of, a non-monetary obligation, the other party may require performance, except where:

(一)法律上或者事实上不能履行;

(i) performance is impossible in law or in fact;

(二)债务的标的不适于强制履行或者履行费用过高;

(ii) the subject matter of the obligation does not lend itself to enforcement by specific performance or the cost of performance is excessive;

(三)债权人在合理期限内未要求履行。

(iii) the obligee does not require performance within a reasonable time.

第一百一十一条质量不符合约定的，应当按照当事人的约定承担违约责任。对违约责任没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，受损害方根据标的的性质以及损失的大小，可以合理选择要求对方承担修理、更换、重作、退货、减少价款或者报酬等违约责任。

Article 111 Liabilities in Case of Quality Non-compliance Where a performance does not meet the prescribed quality requirements, the breaching party shall be liable for breach in accordance with the contract. Where the liabilities for breach were not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the aggrieved party may, by reasonable election in light of the nature of the subject matter and the degree of loss, require the other party to assume liabilities for breach by way of repair, replacement, remaking, acceptance of returned goods, or reduction in price or remuneration, etc.

第一百一十二条当事人一方不履行合同义务或者履行合同义务不符合约定的，在履行义务或者采取补救措施后，对方还有其他损失的，应当赔偿损失。

Article 112 Liability for Damages Notwithstanding Subsequent Performance or Cure of Non-conforming Performance Where a party failed to perform or rendered non-conforming performance, if notwithstanding its subsequent performance or cure of non-conforming performance, the other party has sustained other loss, the breaching party shall pay damages.

第一百一十三条当事人一方不履行合同义务或者履行合同义务不符合约定，给对方造成损失的，损失赔偿额应当相当于因违约所造成的损失，包括合同履行后可以获得的利益，但不得超过违反合同一方订立合同时预见到或者应当预见到的因违反合同可能造成的损失。

Article 113 Calculation of Damages; Damages to Consumer Where a party failed to perform or rendered non-conforming performance, thereby causing loss to the other party, the amount of damages payable shall be equivalent to the other party's loss resulting from the breach, including any benefit that may be accrued from performance of the contract, provided that the amount shall not exceed the likely loss resulting from the breach which was foreseen or should have been foreseen by the breaching party at the time of conclusion of the contract.

经营者对消费者提供商品或者服务有欺诈行为的，依照《中华人民共和国消费者权益保护法》的规定承担损害赔偿责任。

Where a merchant engages in any fraudulent activity while supplying goods or services to a consumer, it is liable for damages in accordance with the Law of the People's Republic of China on Protection of Consumer Rights.

第一百一十四条当事人可以约定一方违约时应当根据违约情况向对方支付一定数额的违约金，也可以约定因违约产生的损失赔偿额的计算方法。

Article 114 Liquidated Damages; Adjustment; Continuing Performance Notwithstanding Payment of Liquidated Damages The parties may prescribe that if one party breaches the contract, it will pay a certain sum of liquidated damages to the other party in light of the degree of breach, or prescribe a method for calculation of damages for the loss resulting from a party's breach.

约定的违约金低于造成的损失的，当事人可以请求人民法院或者仲裁机构予以增加;约定的违约金过分高于造成的损失的，当事人可以请求人民法院或者仲裁机构予以适当减少。

Where the amount of liquidated damages prescribed is below the loss resulting from the breach, a party may petition the People's Court or an arbitration institution to increase the amount; where the amount of liquidated damages prescribed exceeds the loss resulting from the breach, a party may petition the People's Court or an arbitration institution to decrease the amount as appropriate.

当事人就迟延履行约定违约金的，违约方支付违约金后，还应当履行债务。

Where the parties prescribed liquidated damages for delayed performance, the breaching party shall, in addition to payment of the liquidated damages, render performance.

第一百一十五条当事人可以依照《中华人民共和国担保法》约定一方向对方给付定金作为债权的担保。债务人履行债务后，定金应当抵作价款或者收回。给付定金的一方不履行约定的债务的，无权要求返还定金;收受定金的一方不履行约定的债务的，应当双倍返还定金。

Article 115 Deposit The parties may prescribe that a party will give a deposit to the other party as assurance for the obligee's right to performance in accordance with the Security Law of the People's Republic of China. Upon performance by the obligor, the deposit shall be set off against the price or refunded to the obligor. If the party giving the deposit failed to perform its obligations under the contract, it is not entitled to claim refund of the deposit; where the party receiving the deposit failed to perform its obligations under the contract, it shall return to the other party twice the amount of the deposit.

第一百一十六条当事人既约定违约金，又约定定金的，一方违约时，对方可以选择适用违约金或者定金条款。

Article 116 Election Between Deposit or Liquidated Damages Clauses If the parties prescribed payment of both liquidated damages and a deposit, in case of breach by a party, the other party may elect in alternative to apply the liquidated damages clause or the deposit clause.

第一百一十七条因不可抗力不能履行合同的，根据不可抗力的影响，部分或者全部免除责任，但法律另有规定的除外。当事人迟延履行后发生不可抗力的，不能免除责任。

Article 117 Force Majeure A party who was unable to perform a contract due to force majeure is exempted from liability in part or in whole in light of the impact of the event of force majeure, except otherwise provided by law. Where an event of force majeure occurred after the party's delay in performance, it is not exempted from liability.

本法所称不可抗力，是指不能预见、不能避免并不能克服的客观情况。

For purposes of this Law, force majeure means any objective circumstance which is unforeseeable, unavoidable and insurmountable.

第一百一十八条当事人一方因不可抗力不能履行合同的，应当及时通知对方，以减轻可能给对方造成的'损失，并应当在合理期限内提供证明。

Article 118 Duty to Notify in Case of Force Majeure If a party is unable to perform a contract due to force majeure, it shall timely notify the other party so as to mitigate the loss that may be caused to the other party, and shall provide proof of force majeure within a reasonable time.

第一百一十九条当事人一方违约后，对方应当采取适当措施防止损失的扩大;没有采取适当措施致使损失扩大的，不得就扩大的损失要求赔偿。

Article 119 Non-Breaching Party's Duty to Mitigate Loss in Case of Breach Where a party breached the contract, the other party shall take the appropriate measures to prevent further loss; where the other party sustained further loss due to its failure to take the appropriate measures, it may not claim damages for such further loss.

当事人因防止损失扩大而支出的合理费用，由违约方承担。

Any reasonable expense incurred by the other party in preventing further loss shall be borne by the breaching party.

第一百二十条当事人双方都违反合同的，应当各自承担相应的责任。

Article 120 Bilateral Breach In case of bilateral breach, the parties shall assume their respective liabilities accordingly.

第一百二十一条当事人一方因第三人的原因造成违约的，应当向对方承担违约责任。当事人一方和第三人之间的纠纷，依照法律规定或者按照约定解决。

Article 121 Breach Due to Act of Third Person Where a party's breach was attributable to a third person, it shall nevertheless be liable to the other party for breach. Any dispute between the party and such third person shall be resolved in accordance with the law or the agreement between the parties.

第一百二十二条因当事人一方的违约行为，侵害对方人身、财产权益的，受损害方有权选择依照本法要求其承担违约责任或者依照其他法律要求其承担侵权责任。

Article 122 Election of Remedy in Tort or in Contract Where a party's breach harmed the personal or property interests of the other party, the aggrieved party is entitled to elect to hold the party liable for breach of contract in accordance herewith, or hold the party liable for tort in accordance with any other relevant law.

第八章 其他规定

Chapter Eight: Other Provisions

第一百二十三条其他法律对合同另有规定的，依照其规定。

Article 123 Applicability of Other Laws Where another law provides otherwise in respect of a certain contract, such provisions prevail.

第一百二十四条本法分则或者其他法律没有明文规定的合同，适用本法总则的规定，并可以参照本法分则或者其他法律最相类似的规定。

Article 124 Applicability to Non-categorized Contracts Where there is no express provision in the Specific Provisions hereof or any other law concerning a certain contract, the provisions in the General Principles hereof apply, and reference may be made to the provisions in the Specific Provisions hereof or any other law applicable to a contract which is most similar to such contract.

第一百二十五条当事人对合同条款的理解有争议的，应当按照合同所使用的词句、合同的有关条款、合同的目的、交易习惯以及诚实信用原则，确定该条款的真实意思。

Article 125 Contract Interpretation; Language Versions In case of any dispute between the parties concerning the construction of a contract term, the true meaning thereof shall be determined according to the words and sentences used in the contract, the relevant provisions and the purpose of the contract, and in accordance with the relevant usage and the principle of good faith.

合同文本采用两种以上文字订立并约定具有同等效力的，对各文本使用的词句推定具有相同含义。各文本使用的词句不一致的，应当根据合同的目的予以解释。

Where a contract was executed in two or more languages and it provides that all versions are equally authentic, the words and sentences in each version are construed to have the same meaning. In case of any discrepancy in the words or sentences used in the different language versions, they shall be interpreted in light of the purpose of the contract.

第一百二十六条涉外合同的当事人可以选择处理合同争议所适用的法律，但法律另有规定的除外。涉外合同的当事人没有选择的，适用与合同有最密切联系的国家的法律。

Article 126 Choice of Law in Foreign-related Contracts; Contracts Subject to Mandatory Application of Chinese Law Parties to a foreign related contract may select the applicable law for resolution of a contractual dispute, except otherwise provided by law. Where parties to the foreign related contract failed to select the applicable law, the contract shall be governed by the law of the country with the closest connection thereto.

在中华人民共和国境内履行的中外合资经营企业合同、中外合作经营企业合同、中外合作勘探开发自然资源合同，适用中华人民共和国法律。

For a Sino-foreign Equity Joint Venture Enterprise Contract, Sino-foreign Cooperative Joint Venture Contract, or a Contract for Sino-foreign Joint Exploration and Development of Natural Resources which is performed within the territory of the People's Republic of China, the law of the People's Republic of China applies.

第一百二十七条工商行政管理部门和其他有关行政主管部门在各自的职权范围内，依照法律、行政法规的规定，对利用合同危害国家利益、社会公共利益的违法行为，负责监督处理;构成犯罪的，依法追究刑事责任。

Article 127 Role of Regulatory Authorities Within the scope of their respective duties, the authority for the administration of industry and commerce and other relevant authorities shall, in accordance with the relevant laws and administrative regulations, be responsible for monitoring and dealing with any illegal act which, through the conclusion of a contract, harms the state interests or the public interests; where such act constitutes a crime, criminal liability shall be imposed in accordance with the law.

第一百二十八条当事人可以通过和解或者调解解决合同争议。

Article 128 Dispute Resolution The parties may resolve a contractual dispute through settlement or mediation.

当事人不愿和解、调解或者和解、调解不成的，可以根据仲裁协议向仲裁机构申请仲裁。涉外合同的当事人可以根据仲裁协议向中国仲裁机构或者其他仲裁机构申请仲裁。当事人没有订立仲裁协议或者仲裁协议无效的，可以向人民法院起诉。当事人应当履行发生法律效力的判决、仲裁裁决、调解书;拒不履行的，对方可以请求人民法院执行。

Where the parties do not wish to, or are unable to, resolve such dispute through settlement or mediation, the dispute may be submitted to the relevant arbitration institution for arbitration in accordance with the arbitration agreement between the parties. Parties to a foreign related contract may apply to a Chinese arbitration institution or another arbitration institution for arbitration. Where the parties did not conclude an arbitration agreement, or the arbitration agreement is invalid, either party may bring a suit to the People's Court. The parties shall perform any judgment, arbitral award or mediation agreement which has taken legal effect; if a party refuses to perform, the other party may apply to the People's Court for enforcement.

第一百二十九条因国际货物买卖合同和技术进出口合同争议提起诉讼或者申请仲裁的期限为四年，自当事人知道或者应当知道其权利受到侵害之日起计算。因其他合同争议提起诉讼或者申请仲裁的期限，依照有关法律的规定。

Article 129 Time Limit for Action For a dispute arising from a contract for the international sale of goods or a technology import or export contract, the time limit for bringing a suit or applying for arbitration is four years, commencing on the date when the party knew or should have known that its rights were harmed. For a dispute arising from any other type of contract, the time limit for bringing a suit or applying for arbitration shall be governed by the relevant law.

分则

SPECIFIC PROVISIONS

第九章 买卖合同

Chapter Nine: Sales Contracts

第一百三十条买卖合同是出卖人转移标的物的所有权于买受人，买受人支付价款的合同。

Article 130 Definition of Sales Contract A sales contract is a contract whereby the seller transfers title to the subject matter to the buyer, who pays the price.

第一百三十一条买卖合同的内容除依照本法第十二条的规定以外，还可以包括包装方式、检验标准和方法、结算方式、合同使用的文字及其效力等条款。

Article 131 Additional Terms In addition to the terms set forth in Article 12 hereof, a sales contract may include terms such as packing method, inspection standard and inspection method, method of settlement of account, and the language versions of the contract and the authenticity thereof, etc.

第一百三十二条出卖的标的物，应当属于出卖人所有或者出卖人有权处分。

Article 132 Title or Disposal Power; Prohibition of or Restriction on Transfer The seller shall have title to, or the power to dispose of, the subject matter for sale.

法律、行政法规禁止或者限制转让的标的物，依照其规定。

Where a law or administrative regulation prohibits or restricts the transfer of the subject matter, such provision applies.

第一百三十三条标的物的所有权自标的物交付时起转移，但法律另有规定或者当事人另有约定的除外。

Article 133 Passing of Title Title to the subject matter passes at the time of its delivery, except otherwise provided by law or agreed by the parties.

第一百三十四条当事人可以在买卖合同中约定买受人未履行支付价款或者其他义务的，标的物的所有权属于出卖人。

Article 134 Conditional Sale The parties may prescribe in the sales contract that title to the subject matter remain in the seller until the buyer has paid the price or has performed other obligations.

第一百三十五条出卖人应当履行向买受人交付标的物或者交付提取标的物的单证，并转移标的物所有权的义务。

Article 135 Seller's Obligations with Respect to Title Transfer The seller shall perform the obligations of delivering to the buyer the subject matter or the document for taking delivery thereof, as well as transferring title to the subject matter.

第一百三十六条出卖人应当按照约定或者交易习惯向买受人交付提取标的物单证以外的有关单证和资料。

Article 136 Delivery of Related Materials by Seller In addition to the document for taking delivery, the seller shall deliver to the buyer documents and materials related to the subject matter in accordance with the contract or in accordance with the relevant usage.

第一百三十七条出卖具有知识产权的计算机软件等标的物的，除法律另有规定或者当事人另有约定的以外，该标的物的知识产权不属于买受人。

Article 137 Sales Involving Intellectual Property In a sale of any subject matter which contains intellectual property such as computer software, etc., the intellectual property in the subject matter does not vest in the buyer, except otherwise provided by law or agreed by the parties.

第一百三十八条出卖人应当按照约定的期限交付标的物。约定交付期间的，出卖人可以在该交付期间内的任何时间交付。

Article 138 Time of Delivery The seller shall deliver the subject matter at the prescribed time. Where the contract prescribes a period during which delivery is to take place, the seller may deliver at any time during the delivery period.

第一百三十九条当事人没有约定标的物的交付期限或者约定不明确的，适用本法第六十一条、第六十二条第四项的规定。

Article 139 Absence of Provision for Time of Delivery Where the time for delivery of the subject matter was not prescribed or clearly prescribed, Article 61 and Item 4 of Article 62 apply.

第一百四十条标的物在订立合同之前已为买受人占有的，合同生效的时间为交付时间。

Article 140 Time of Delivery of Subject Matter Already in Buyer's Possession Where the subject matter was in buyer's possession prior to conclusion of the contract, the time when the contract becomes effective is the time of delivery.

第一百四十一条出卖人应当按照约定的地点交付标的物。

Article 141 Absence of Provision for Place of Delivery The seller shall deliver the subject matter at the prescribed place.

当事人没有约定交付地点或者约定不明确，依照本法第六十一条的规定仍不能确定的，适用下列规定：

Where the place of delivery was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the following provisions apply:

(一)标的物需要运输的，出卖人应当将标的物交付给第一承运人以运交给买受人;

(i) If the subject matter needs carriage, the seller shall deliver the subject matter to the first carrier for transmission to the buyer;

(二)标的物不需要运输，出卖人和买受人订立合同时知道标的物在某一地点的，出卖人应当在该地点交付标的物;不知道标的物在某一地点的，应当在出卖人订立合同时的营业地交付标的物。

(ii) Where the subject matter does not need carriage, if at the time of conclusion of the contract, the buyer and the seller knew the subject matter was at a particular place, the seller shall deliver the subject matter at such place; and if they did not know the location of the subject matter, delivery shall take place at the seller's place of business at the time of conclusion of the contract.

第一百四十二条标的物毁损、灭失的风险，在标的物交付之前由出卖人承担，交付之后由买受人承担，但法律另有规定或者当事人另有约定的除外。

Article 142 Passing of Risk The risk of damage to or loss of the subject matter is borne by the seller prior to delivery, and by the buyer after delivery, except otherwise provided by law or agreed by the parties.

第一百四十三条因买受人的原因致使标的物不能按照约定的期限交付的，买受人应当自违反约定之日起承担标的物毁损、灭失的风险。

Article 143 Risk Allocation in Case of Delayed Delivery Where the subject matter was not delivered at the prescribed time due to any reason attributable to the buyer, the buyer shall bear the risk of damage to or loss of the subject matter as from the date of breach.

第一百四十四条出卖人出卖交由承运人运输的在途标的物，除当事人另有约定的以外，毁损、灭失的风险自合同成立时起由买受人承担。

Article 144 Risk Allocation for Subject Matter in Transit Where the seller sells the subject matter which has been delivered to a carrier for transportation and is in transit, unless otherwise agreed by the parties, the risk of damage or loss is borne by the buyer as from the time of formation of the contract.

第一百四十五条当事人没有约定交付地点或者约定不明确，依照本法第一百四十一条第二款第一项的规定标的物需要运输的，出卖人将标的物交付给第一承运人后，标的物毁损、灭失的风险由买受人承担。

Article 145 Passing of Risk in Case of Seller Arranged Carriage Where the place of delivery was not prescribed or clearly prescribed, if the subject matter needs carriage as provided in Item (i) of Paragraph 2 of Article 141, the risk of damage to or loss of the subject matter is borne by the buyer as from the time the seller delivers the subject matter to the first carrier.

第一百四十六条出卖人按照约定或者依照本法第一百四十一条第二款第二项的规定将标的物置于交付地点，买受人违反约定没有收取的，标的物毁损、灭失的风险自违反约定之日起由买受人承担。

Article 146 Risk Allocation in Case of Delay in Taking Delivery Where the seller placed the subject matter at the place of delivery in accordance with the contract or in accordance with Item (ii) of Paragraph 2 of Article 141 hereof and the buyer fails to take delivery in breach of the contract, the risk of damage to or loss of the subject matter is borne by the buyer as from the date of breach.

第一百四十七条出卖人按照约定未交付有关标的物的单证和资料的，不影响标的物毁损、灭失风险的转移。

Article 147 Passing of Risk Notwithstanding Failure to Deliver Documents Failure by the seller to deliver the documents and materials relating to the subject matter in accordance with the contract does not affect passing of the risk of damage to or loss of the subject matter.

第一百四十八条因标的物质量不符合质量要求，致使不能实现合同目的的，买受人可以拒绝接受标的物或者解除合同。买受人拒绝接受标的物或者解除合同的，标的物毁损、灭失的风险由出卖人承担。

Article 148 Rejection on Grounds of Quality Non-compliance; Risk Allocation in Case of Rejection Where the purpose of the contract is frustrated due to failure of the subject matter to meet the quality requirements, the buyer may reject the subject matter or terminate the contract. If the buyer rejects the subject matter or terminates the contract, the risk of damage to or loss of the subject matter is borne by the seller.

第一百四十九条标的物毁损、灭失的风险由买受人承担的，不影响因出卖人履行债务不符合约定，买受人要求其承担违约责任的权利。

Article 149 Right to Remedy Notwithstanding Assumption of Risk Buyer's assumption of the risk of damage to or loss of the subject matter does not prejudice its right to hold the seller liable for breach of contract if the seller rendered non-conforming performance.

第一百五十条出卖人就交付的标的物，负有保证第三人不得向买受人主张任何权利的义务，但法律另有规定的除外。

Article 150 Third Party Claim Warranty The seller is obligated to warrant that the buyer will be free from any third party claim against it in respect of the subject matter delivered, except otherwise provided by law.

第一百五十一条买受人订立合同时知道或者应当知道第三人对买卖的标的物享有权利的，出卖人不承担本法第一百五十条规定的义务。

Article 151 Buyer's Knowledge Releasing Third Party Claim Warranty Where the buyer knew or should have known that the subject matter was subject to a third party claim at the time of conclusion of the contract, the seller does not assume the obligation prescribed in Article 150 hereof.

第一百五十二条买受人有确切证据证明第三人可能就标的物主张权利的，可以中止支付相应的价款，但出卖人提供适当担保的除外。

Article 152 Right to Withhold Payment in Case of Third Party Claim Where the buyer has conclusive evidence establishing that a third person may make a claim on the subject matter, it may withhold payment of the corresponding price, except where the seller has provided appropriate assurance.

第一百五十三条出卖人应当按照约定的质量要求交付标的物。出卖人提供有关标的物质量说明的，交付的标的物应当符合该说明的质量要求。

Article 153 Quality Specifications The seller shall deliver the subject matter in compliance with the prescribed quality requirements. Where the seller gave quality specifications for the subject matter, the subject matter delivered shall comply with the quality requirements set forth therein.

第一百五十四条当事人对标的物的质量要求没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，适用本法第六十二条第一项的规定。

Article 154 Absence of Prescribed Quality Requirements Where the quality requirements for the subject matter were not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, Item (i) of Article 62 hereof applies.

第一百五十五条出卖人交付的标的物不符合质量要求的，买受人可以依照本法第一百一十一条的规定要求承担违约责任。

Article 155 Quality Non-compliance Giving Rise to Claims If the subject matter delivered by the seller fails to comply with the quality requirements, the buyer may hold the seller liable for breach of contract in accordance with Article 111 hereof.

第一百五十六条出卖人应当按照约定的包装方式交付标的物。对包装方式没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，应当按照通用的方式包装，没有通用方式的，应当采取足以保护标的物的包装方式。

Article 156 Packing Method The seller shall deliver the subject matter packed in the prescribed manner. Where a packing method was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the subject matter shall be packed in a customary manner, or, if there is no customary manner, in a manner adequate to protect the subject matter.

第一百五十七条买受人收到标的物时应当在约定的检验期间内检验。没有约定检验期间的，应当及时检验。

Article 157 Inspection upon Receipt of Subject Matter Upon receipt of the subject matter, the buyer shall inspect it within the prescribed inspection period. Where no inspection period was prescribed, the buyer shall timely inspect the subject matter.

第一百五十八条当事人约定检验期间的，买受人应当在检验期间内将标的物的数量或者质量不符合约定的情形通知出卖人。买受人怠于通知的，视为标的物的数量或者质量符合约定。

Article 158 Consequence of Failure to Inspect; Exceptions Where an inspection period was prescribed, the buyer shall notify the seller of any non-compliance in quantity or quality of the subject matter within such inspection period. Where the buyer delayed in notifying the seller, the quantity or quality of the subject matter is deemed to comply with the contract.

当事人没有约定检验期间的，买受人应当在发现或者应当发现标的物的数量或者质量不符合约定的合理期间内通知出卖人。买受人在合理期间内未通知或者自标的物收到之日起两年内未通知出卖人的，视为标的物的数量或者质量符合约定，但对标的物有质量保证期的，适用质量保证期，不适用该两年的规定。

Where no inspection period was prescribed, the buyer shall notify the seller within a reasonable period, commencing on the date when the buyer discovered or should have discovered the quantity or quality non-compliance. If the buyer fails to notify within a reasonable period or fails to notify within 2 years, commencing on the date when it received the subject matter, the quantity or quality of the subject matter is deemed to comply with the contract, except that if there is a warranty period in respect of the subject matter, the warranty period applies and supersedes such two year period.

出卖人知道或者应当知道提供的标的物不符合约定的，买受人不受前两款规定的通知时间的限制。

Where the seller knew or should have known the non-compliance of the subject matter, the buyer is not subject to the time limits for notification prescribed in the previous two paragraphs.

第一百五十九条买受人应当按照约定的数额支付价款。对价款没有约定或者约定不明确的，适用本法第六十一条、第六十二条第二项的规定。

Article 159 Absence of Price Provision The buyer shall pay the price in the prescribed amount. Where the price was not prescribed or clearly prescribed, the provisions of Article 61 and Item (ii) of Article 62 apply.

第一百六十条买受人应当按照约定的地点支付价款。对支付地点没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，买受人应当在出卖人的营业地支付，但约定支付价款以交付标的物或者交付提取标的物单证为条件的，在交付标的物或者交付提取标的物单证的所在地支付。

Article 160 Place of Payment The buyer shall pay the price at the prescribed place. Where the place of payment was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the buyer shall make payment at the seller's place of business, provided that if the parties agreed that payment shall be conditional upon delivery of the subject matter or the document for taking delivery thereof, payment shall be made at the place where the subject matter, or the document for taking delivery thereof, is delivered.

第一百六十一条买受人应当按照约定的时间支付价款。对支付时间没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，买受人应当在收到标的物或者提取标的物单证的同时支付。

Article 161 Time of Payment The buyer shall pay the price at the prescribed time. Where the time for payment was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the buyer shall make payment at the same time it receives the subject matter or the document for taking delivery thereof.

第一百六十二条出卖人多交标的物的，买受人可以接收或者拒绝接收多交的部分。买受人接收多交部分的，按照合同的价格支付价款;买受人拒绝接收多交部分的，应当及时通知出卖人。

Article 162 Buyer's Option in Case Delivered Quantity Exceeds Prescribed Amount Where the seller delivered the subject matter in a quantity greater than that prescribed in the contract, the buyer may accept or reject the excess quantity. Where the buyer accepts the excess quantity, it shall pay the price based on the contract rate; where the buyer rejects the excess quantity, it shall timely notify the seller.

第一百六十三条标的物在交付之前产生的孳息，归出卖人所有，交付之后产生的孳息，归买受人所有。

Article 163 Title to Fruits Before and After Delivery The fruits of the subject matter belong to the seller if accrued before delivery, and to the buyer if accrued after delivery.

第一百六十四条因标的物的主物不符合约定而解除合同的，解除合同的效力及于从物。因标的物的从物不符合约定被解除的，解除的效力不及于主物。

Article 164 Effect of Termination on Grounds of Non-compliance of Main or Ancillary Components Where a contract is terminated due to non-compliance of any main component of the subject matter, the effect of termination extends to the ancillary components. Where the contract is terminated due to non-compliance of any ancillary component of the subject matter, the effect of termination does not extend to the main components.

第一百六十五条标的物为数物，其中一物不符合约定的，买受人可以就该物解除，但该物与他物分离使标的物的价值显受损害的，当事人可以就数物解除合同。

Article 165 Termination in Part or in Whole Where the subject matter comprises of a number of components, one of which does not comply with the contract, the buyer may terminate the portion of the contract in respect of such component, provided that if severance of such component with the other components will significantly diminish the value of the subject matter, the party may terminate the contract in respect of such number of components.

第一百六十六条出卖人分批交付标的物的，出卖人对其中一批标的物不交付或者交付不符合约定，致使该批标的物不能实现合同目的的，买受人可以就该批标的物解除。

Article 166 Effect of Termination in Case of Delivery in Installments Where the seller is to deliver the subject matter in installments, if the seller's failure to deliver or non-conforming delivery of one installment frustrates the purpose of the contract in respect of such installment, the buyer may terminate the portion of the contract in respect thereof.

出卖人不交付其中一批标的物或者交付不符合约定，致使今后其他各批标的物的交付不能实现合同目的的，买受人可以就该批以及今后其他各批标的物解除。

If the seller's failure to deliver or non-conforming delivery of one installment frustrates the purpose of the contract in respect of all subsequent installments notwithstanding their delivery, the buyer may terminate the portion of the contract in respect of such installment as well as any subsequent installment.

买受人如果就其中一批标的物解除，该批标的物与其他各批标的物相互依存的，可以就已经交付和未交付的各批标的物解除。

If the buyer is to terminate the portion of the contract in respect of a particular installment which is interdependent with all other installments, it may terminate the contract in respect of all delivered and undelivered installments.

第一百六十七条分期付款的买受人未支付到期价款的金额达到全部价款的五分之一的，出卖人可以要求买受人支付全部价款或者解除合同。出卖人解除合同的，可以向买受人要求支付该标的物的使用费。

Article 167 Termination in Case of Sale by Installment Payment In a sale by installment payment, where the buyer failed to make payments as they became due, if the delinquent amount has reached one fifth of the total price, the seller may require payment of the full price from the buyer or terminate the contract. If the seller terminates the contract, it may require the buyer to pay a fee for its use of the subject matter.

第一百六十八条凭样品买卖的当事人应当封存样品，并可以对样品质量予以说明。出卖人交付的标的物应当与样品及其说明的质量相同。

Article 168 Quality Provisions in Case of Sale by Sample In a sale by sample, the parties shall place the sample under seal, and may specify the quality of the sample. The subject matter delivered by the seller shall comply with the sample as well as the quality specifications.

第一百六十九条凭样品买卖的买受人不知道样品有隐蔽瑕疵的，即使交付的标的物与样品相同，出卖人交付的标的物的质量仍然应当符合同种物的通常标准。

Article 169 Latent Defect in Sample In a sale by sample, if the buyer was not aware of a latent defect in the sample, the subject matter delivered by the seller shall nevertheless comply with the normal quality standard for a like item, even though the subject matter delivered complies with the sample.

第一百七十条试用买卖的当事人可以约定标的物的试用期间。对试用期间没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，由出卖人确定。

Article 170 Sale by Trial In a sale by trial, the parties may prescribe the trial period. Where a trial period was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, it shall be determined by the seller.

第一百七十一条试用买卖的买受人在试用期内可以购买标的物，也可以拒绝购买。试用期间届满，买受人对是否购买标的物未作表示的，视为购买。

Article 171 Purchase or Rejection During Trial Period In a sale by trial, the buyer may either purchase or reject the subject matter during the trial period. At the end of the trial period, the buyer is deemed to have made the purchase if it fails to manifest its intention to purchase or reject the subject matter.

第一百七十二条招标投标买卖的当事人的权利和义务以及招标投标程序等，依照有关法律、行政法规的规定。

Article 172 Sale by Tender Governed by Relevant Laws In a sale by tender, matters such as the rights and obligations of the parties and the tendering procedure, etc. are governed by the relevant laws and administrative regulations.

第一百七十三条拍卖的当事人的权利和义务以及拍卖程序等，依照有关法律、行政法规的规定。

Article 173 Sale by Auction Governed by Relevant Laws In a sale by auction, matters such as the rights and obligations of the parties and the auctioning procedure, etc. are governed by the relevant laws and administrative regulations.

第一百七十四条法律对其他有偿合同有规定的，依照其规定;没有规定的，参照买卖合同的有关规定。

Article 174 General Applicability to Contracts for Value For any other contract for value, if the law provides for such contract, such provisions apply; absent any such provision, reference shall be made to the relevant provisions governing sales contracts.

第一百七十五条当事人约定易货交易，转移标的物的所有权的，参照买卖合同的有关规定。

Article 175 Applicability to Barter Transaction Where the parties agree on a barter transaction involving transfer of title to the subject matters, such transaction shall be governed by reference to the relevant provisions governing sales contracts.

第十章 供用电、水、气、热力合同

Chapter Ten: Contracts for Supply of Power, Water, Gas , Or Heat

第一百七十六条供用电合同是供电人向用电人供电，用电人支付电费的合同。

Article 176 Definition of Power Supply Contract A power supply contract is a contract whereby the power supplier supplies power to the power customer, who pays the electricity charge.

第一百七十七条供用电合同的内容包括供电的方式、质量、时间，用电容量、地址、性质，计量方式，电价、电费的结算方式，供用电设施的维护责任等条款。

Article 177 Terms of Power Supply Contract A power supply contract includes terms such as the method, quality, and time of power supply, and the capacity, location and nature of power use, and the metering method, electricity rate, the method of settlement of electricity charge, and the responsibility for maintenance of the power supply and power use facilities, etc.

第一百七十八条供用电合同的履行地点，按照当事人约定;当事人没有约定或者约定不明确的，供电设施的产权分界处为履行地点。

Article 178 Place of Performance of Power Supply Contract The place of performance of a power supply contract shall be the place prescribed by the parties, and if not prescribed or clearly prescribed, the place of performance shall be the boundary where ownership of the power supply facilities is divided.

第一百七十九条供电人应当按照国家规定的供电质量标准和约定安全供电。供电人未按照国家规定的供电质量标准和约定安全供电，造成用电人损失的，应当承担损害赔偿责任。

Article 179 Obligations of Power Supplier The power supplier shall supply power in a safe manner in accordance with the power supply quality standard mandated by the state and in accordance with the contract. Where the power supplier failed to supply power in a safe manner in accordance with the power supply quality standard mandated by the state and in accordance with the contract, thereby causing loss to the power customer, it shall be liable for damages.

第一百八十条供电人因供电设施计划检修、临时检修、依法限电或者用电人违法用电等原因，需要中断供电时，应当按照国家有关规定事先通知用电人。未事先通知用电人中断供电，造成用电人损失的，应当承担损害赔偿责任。

Article 180 Obligation to Notify in Case of Scheduled Suspension Where the power supplier needs to suspend power supply due to reasons such as periodical maintenance or provisional maintenance of the power supply facilities, legally required power rationing, or illegal use of power by the power customer, etc., it shall notify the power customer in advance in accordance with the relevant stipulations of the state. Where the power supplier suspended power supply without notifying the power customer in advance, thereby causing loss to the power customer, it shall be liable for damages.

第一百八十一条因自然灾害等原因断电，供电人应当按照国家有关规定及时抢修。未及时抢修，造成用电人损失的，应当承担损害赔偿责任。

Article 181 Obligation to Make Emergency Repair in Case of Power Outage Where a power outage is caused by reasons such as natural disasters, etc., the power supplier shall timely make emergency repair in accordance with the relevant stipulations of the state. Where the power supplier failed to timely make emergency repair, thereby causing loss to the power customer, it shall be liable for damages.

第一百八十二条用电人应当按照国家有关规定和当事人的约定及时交付电费。用电人逾期不交付电费的，应当按照约定支付违约金。经催告用电人在合理期限内仍不交付电费和违约金的，供电人可以按照国家规定的程序中止供电。

Article 182 Payment of Electricity Charge The power customer shall timely pay the electricity charge in accordance with the relevant stipulations of the state and in accordance with the contract. Where the power customer delayed in paying the electricity charge, it shall pay liquidated damages in accordance with the contract. Where the power customer failed to pay the electricity charge and liquidated damages within a reasonable time after receiving demand for payment, the power supplier may shut off the power supply in accordance with the procedure prescribed by the state.

第一百八十三条用电人应当按照国家有关规定和当事人的约定安全用电。用电人未按照国家有关规定和当事人的约定安全用电，造成供电人损失的，应当承担损害赔偿责任。

Article 183 Power Customer's Obligation of Proper Use The power customer shall use power in a safe manner in accordance with the relevant stipulations of the state and in accordance with the contract. Where the power customer failed to use power in a safe manner in accordance with the relevant stipulations of the state and in accordance with the contract, thereby causing loss to the power supplier, it shall be liable for damages.

第一百八十四条供用水、供用气、供用热力合同，参照供用电合同的有关规定。

Article 184 Applicability to Contract for Supply of Water, Gas or Heat A contract for the supply of water, gas or heat shall be governed by reference to the relevant provisions governing power supply contracts.

第十一章 赠与合同

Chapter Eleven: Gift Contracts

第一百八十五条赠与合同是赠与人将自己的财产无偿给予受赠人，受赠人表示接受赠与的合同。

Article 185 Definition of Gift Contract A gift contract is a contract whereby the donor conveys his property to the donee without reward and the donee manifests his acceptance of the gift.

第一百八十六条赠与人在赠与财产的权利转移之前可以撤销赠与。

Article 186 Revocation Prior to Transfer of Rights; Exception Prior to the transfer of rights to the gift property, the donor may revoke the gift.

具有救灾、扶贫等社会公益、道德义务性质的赠与合同或者经过公证的赠与合同，不适用前款规定。

The previous paragraph does not apply to any gift contract the nature of which serves public interests or fulfills a moral obligation, such as disaster relief, poverty relief, etc., or any gift contract which has been notarized.

第一百八十七条赠与的财产依法需要办理登记等手续的，应当办理有关手续。

Article 187 Observance of Conveyance Procedure Where conveyance of the gift property is subject to any procedure such as registration, etc. under the law, the relevant procedure shall be carried out.

第一百八十八条具有救灾、扶贫等社会公益、道德义务性质的赠与合同或者经过公证的赠与合同，赠与人不交付赠与的财产的，受赠人可以要求交付。

Article 188 Donee's Right to Require Delivery in Certain Cases In the case of a gift contract the nature of which serves public interests or fulfills a moral obligation, such as disaster relief, poverty relief, etc., or a gift contract which has been notarized, if the donor fails to deliver the gift property, the donee may require delivery.

第一百八十九条因赠与人故意或者重大过失致使赠与的财产毁损、灭失的，赠与人应当承担损害赔偿责任。

Article 189 Liability of Donor for Misconduct or Gross Negligence Where the gift property is damaged or lost due to any intentional misconduct or gross negligence of the donor, he shall be liable for damages.

第一百九十条赠与可以附义务。

Article 190 Gift May Be Subject to Obligations A gift may be subject to obligations.

赠与附义务的，受赠人应当按照约定履行义务。

Where the gift is subject to obligations, the donee shall perform his obligations in accordance with the contract.

第一百九十一条赠与的财产有瑕疵的，赠与人不承担责任。附义务的赠与，赠与的财产有瑕疵的，赠与人在附义务的限度内承担与出卖人相同的责任。

Article 191 Donor Not Liable for Defect; Exceptions The donor is not liable for any defect in the gift property. Where the gift is subject to obligations, and the gift property is defective, the donor has the same warranty obligations as a seller to the extent of the prescribed obligations.

赠与人故意不告知瑕疵或者保证无瑕疵，造成受赠人损失的，应当承担损害赔偿责任。

Where the donor intentionally omitted to inform the donee of the defect or warranted the absence of any defect, thereby causing loss to the donee, he shall be liable for damages.

第一百九十二条受赠人有下列情形之一的，赠与人可以撤销赠与：

Article 192 Circumstances Giving Rise to Revocation Right Where the donee is in any of the following circumstances, the donor may revoke the gift:

(一)严重侵害赠与人或者赠与人的近亲属;

(i) seriously harming the donor or any immediate family member thereof;

(二)对赠与人有扶养义务而不履行;

(ii) failing to perform support obligations owed to the donor;

(三)不履行赠与合同约定的义务。

(iii) failing to perform the obligations under the gift contract.

赠与人的撤销权，自知道或者应当知道撤销原因之日起一年内行使。

The donor shall exercise his revocation right within one year after he became, or should have become, aware of the cause for revocation.

第一百九十三条因受赠人的违法行为致使赠与人死亡或者丧失民事行为能力的，赠与人的继承人或者法定代理人可以撤销赠与。

Article 193 Exercise of Revocation Right by Heir Where the donor is deceased or incapacitated due to the donee's illegal act, his heir or legal agent may revoke the gift.

赠与人的继承人或者法定代理人的撤销权，自知道或者应当知道撤销原因之日起六个月内行使。

The heir or legal agent of the donor shall exercise the right of revocation within six months after he became, or should have become, aware of the cause for revocation.

第一百九十四条撤销权人撤销赠与的，可以向受赠人要求返还赠与的财产。

Article 194 Remedies in Case of Revocation Upon revocation of the gift, the person with the revocation right may claim restitution of the gift property from the donee.

第一百九十五条赠与人的经济状况显著恶化，严重影响其生产经营或者家庭生活的，可以不再履行赠与义务。

Article 195 Economic Hardship Releases Gift Obligation If the donor's economic situation has deteriorated significantly, thereby seriously impacting on his business operation or family life, he may be released from the gift obligations.

第十二章 借款合同

Chapter Twelve: Contracts for Loan of Money

第一百九十六条借款合同是借款人向贷款人借款，到期返还借款并支付利息的合同。

Article 196 Definition of Contract for Loan of Money A contract for loan of money is a contract whereby the borrower borrows a sum of money from the lender, and returns the sum borrowed and pays interest thereon at the prescribed time.

第一百九十七条借款合同采用书面形式，但自然人之间借款另有约定的除外。

Article 197 Writing Requirement; Terms A contract for loan of money shall be in writing, except where the loan is between natural persons who have agreed otherwise.

借款合同的内容包括借款种类、币种、用途、数额、利率、期限和还款方式等条款。

A contract for loan of money includes terms such as the loan's type, currency, purpose, amount, interest rate, term and method of repayment, etc.

第一百九十八条订立借款合同，贷款人可以要求借款人提供担保。担保依照《中华人民共和国担保法》的规定。

Article 198 Assurance by Borrower In entering into a contract for loan of money, the lender may require the borrower to provide assurance. Such assurance shall be arranged in accordance with the Security Law of the People's Republic of China.

第一百九十九条订立借款合同，借款人应当按照贷款人的要求提供与借款有关的业务活动和财务状况的真实情况。

Article 199 Borrower's Disclosure Obligation In entering into a contract for loan of money, the borrower shall provide true information concerning its business operation and financial condition in connection with the loan as required by the lender.

第二百条借款的利息不得预先在本金中扣除。利息预先在本金中扣除的，应当按照实际借款数额返还借款并计算利息。

Article 200 Deduction of Interest in Advance Prohibited No interest shall be deducted from the principal in advance. Where any interest amount is deducted from the principal in advance, the repayment of principal and calculation of interest shall be based on the actual amount borrowed.

第二百零一条贷款人未按照约定的日期、数额提供借款，造成借款人损失的，应当赔偿损失。

Article 201 Remedies in Case of Failure to Make Loan Amount Available Or Failure to Draw Down Where the lender failed to make the loan amount available on the prescribed date and in the prescribed amount, thereby causing loss to the borrower, it shall pay damages.

借款人未按照约定的日期、数额收取借款的，应当按照约定的日期、数额支付利息。

Where the borrower failed to draw down on the prescribed date and in the prescribed amount, it shall nevertheless pay the interest on the prescribed date and in the prescribed amount.

第二百零二条贷款人按照约定可以检查、监督借款的使用情况。借款人应当按照约定向贷款人定期提供有关财务会计报表等资料。

Article 202 Lender Entitled to Monitor Use of Proceeds The lender may examine and monitor the application of the proceeds in accordance with the contract. The borrower shall periodically provide the lender with materials such as related financial and accounting reports, etc. in accordance with the contract.

第二百零三条借款人未按照约定的借款用途使用借款的，贷款人可以停止发放借款、提前收回借款或者解除合同。

Article 203 Lender's Remedies in Case of Borrower's Misuse of Proceeds Where the borrower fails to use the proceeds for the prescribed purpose, the lender may withhold funding, call the loan, or terminate the contract.

第二百零四条办理贷款业务的金融机构贷款的利率，应当按照中国人民银行规定的贷款利率的上下限确定。

Article 204 Minimum and Maximum Interest Rates The interest rate on the loan provided by a financial institution engaged in lending operation shall be prescribed between the minimum and maximum rates mandated by the People's Bank of China.

第二百零五条借款人应当按照约定的期限支付利息。对支付利息的期限没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定，借款期间不满一年的，应当在返还借款时一并支付;借款期间一年以上的，应当在每届满一年时支付，剩余期间不满一年的，应当在返还借款时一并支付。

Article 205 Time of Interest Payment The borrower shall pay the interest at the prescribed time. Where the time of interest payment was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, if the loan term is less than one year, the interest shall be paid together with the principal at the time of repayment; if the loan term is one year or longer, the interest shall be paid at the end of each annual period, and where the remaining period is less than one year, the interest shall be paid together with the principal at the time of repayment.

第二百零六条借款人应当按照约定的期限返还借款。对借款期限没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，借款人可以随时返还;贷款人可以催告借款人在合理期限内返还。

Article 206 Time of Principal Repayment The borrower shall repay the principal at the prescribed time. Where the time of repayment was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the borrower may repay at any time; and the lender may demand repayment from the borrower within a reasonable time.

第二百零七条借款人未按照约定的期限返还借款的，应当按照约定或者国家有关规定支付逾期利息。

Article 207 Delayed Repayment Interest Where the borrower failed to repay the loan at the prescribed time, it shall pay delayed repayment interest in accordance with the contract or the relevant stipulations of the state.

第二百零八条借款人提前偿还借款的，除当事人另有约定的以外，应当按照实际借款的期间计算利息。

Article 208 Calculation of Interest in Case of Prepayment Where the borrower prepays the loan, unless otherwise agreed by the parties, the interest shall be calculated based on the actual period of loan.

第二百零九条借款人可以在还款期限届满之前向贷款人申请展期。贷款人同意的，可以展期。

Article 209 Extension of Loan Term The borrower may apply to the lender for extension of the loan term before its maturity. Upon consent by the lender, the loan term may be extended.

第二百一十条自然人之间的借款合同，自贷款人提供借款时生效。

Article 210 Time of Effectiveness of Loan Contract between Natural Persons A contract for loan of money between natural persons becomes effective at the time the lender makes the loan amount available.

第二百一十一条自然人之间的借款合同对支付利息没有约定或者约定不明确的，视为不支付利息。

Article 211 Interest under Loan Contract between Natural Persons Under a contract for loan of money between natural persons, if payment of interest was not prescribed or clearly prescribed, the loan is deemed interest free.

自然人之间的借款合同约定支付利息的，借款的利率不得违反国家有关限制借款利率的规定。

Under a contract for loan of money between natural persons, the interest rate on the loan may not contravene the relevant stipulations of the state regarding limit on loan interest rate.

第十三章 租赁合同

Chapter Thirteen: Leasing Contracts

第二百一十二条租赁合同是出租人将租赁物交付承租人使用、收益，承租人支付租金的合同。

Article 212 Definition of Leasing Contract A leasing contract is a contract whereby the lessor delivers to the lessee the lease item for it to use or accrue benefit from, and the lessee pays the rent.

第二百一十三条租赁合同的内容包括租赁物的名称、数量、用途、租赁期限、租金及其支付期限和方式、租赁物维修等条款。

Article 213 Terms of Leasing Contract A leasing contract includes terms such as the name, quantity and purpose of the lease item, lease term, amount of rent, time and method of rent payment, as well as maintenance and repair of the lease item, etc.

第二百一十四条租赁期限不得超过二十年。超过二十年的，超过部分无效。

Article 214 Limit on Lease Term; Renewal The lease term may not exceed twenty years. If the lease term exceeds twenty years, the portion of the lease term beyond the initial twenty year period is invalid.

租赁期间届满，当事人可以续订租赁合同，但约定的租赁期限自续订之日起不得超过二十年。

At the end of the lease term, the parties may renew the lease, provided that the renewed term may not exceed twenty years commencing on the date of renewal.

第二百一十五条租赁期限六个月以上的，应当采用书面形式。当事人未采用书面形式的，视为不定期租赁。

Article 215 Writing Requirement in Case Lease Term Is Six Months or Longer Where the lease term is six months or longer, the lease shall be in writing. If the parties fail to adopt a writing, the lease is deemed a non-term lease.

第二百一十六条出租人应当按照约定将租赁物交付承租人，并在租赁期间保持租赁物符合约定的用途。

Article 216 Lessor's Obligation to Deliver Lease Item The lessor shall deliver the lease item to the lessee in accordance with the contract and shall, during the lease term, keep the lease item fit for the prescribed purpose.

第二百一十七条承租人应当按照约定的方法使用租赁物。对租赁物的使用方法没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，应当按照租赁物的性质使用。

Article 217 Manner of Using Lease Item The lessee shall use the lease item in the prescribed manner. Where the manner of use of the lease item was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the lease item shall be used in a manner consistent with its nature.

第二百一十八条承租人按照约定的方法或者租赁物的性质使用租赁物，致使租赁物受到损耗的，不承担损害赔偿责任。

Article 218 Lessee Not Liable for Wear and Tear Where the lessee used the lease item in the prescribed manner or in a manner consistent with its nature, thereby causing wear and tear to the lease item, it is not liable for damages.

第二百一十九条承租人未按照约定的方法或者租赁物的性质使用租赁物，致使租赁物受到损失的，出租人可以解除合同并要求赔偿损失。

Article 219 Lessor Entitled to Terminate in Case of Unauthorized Use Where the lessee failed to use the lease item in the prescribed manner or in a manner consistent with its nature, thereby causing damage to it, the lessor may terminate the contract and claim damages.

第二百二十条出租人应当履行租赁物的维修义务，但当事人另有约定的除外。

Article 220 Lessor's Maintenance Obligations The lessor shall perform the obligations of maintenance and repair of the lease item, except otherwise agreed by the parties.

第二百二十一条承租人在租赁物需要维修时可以要求出租人在合理期限内维修。

Article 221 Lessee's Remedies in Case of Lessor's Failure to Maintain Lease Item Where the lease item needs maintenance or repair, the lessee may require the lessor to perform maintenance or repair within a reasonable time.

出租人未履行维修义务的，承租人可以自行维修，维修费用由出租人负担。因维修租赁物影响承租人使用的，应当相应减少租金或者延长租期。

If the lessor fails to fulfill its obligations of maintenance or repair, the lessee may maintain or repair the lease item on its own at the lessor's expense. Where the lessee's use of the lease item is impaired due to maintenance or repair thereof, the rent shall be reduced or the lease term shall be extended accordingly.

第二百二十二条承租人应当妥善保管租赁物，因保管不善造成租赁物毁损、灭失的，应当承担损害赔偿责任。

Article 222 Lessee's Obligation of Due Care The lessee shall keep the lease item with due care and shall be liable for damages if the lease item was damaged or lost due to improper care.

第二百二十三条承租人经出租人同意，可以对租赁物进行改善或者增设他物。

Article 223 Improvement or Addition Subject to consent by the lessor, the lessee may make improvement on or addition to the lease item.

承租人未经出租人同意，对租赁物进行改善或者增设他物的，出租人可以要求承租人恢复原状或者赔偿损失。

If the lessee made improvement on or addition to the lease item without consent by the lessor, the lessor may require the lessee to restore the lease item to its original condition or claim damages.

第二百二十四条承租人经出租人同意，可以将租赁物转租给第三人。承租人转租的，承租人与出租人之间的租赁合同继续有效，第三人对租赁物造成损失的，承租人应当赔偿损失。

Article 224 Sublease Subject to consent by the lessor, the lessee may sublease the lease item to a third person. Where the lessee subleases the lease item, the leasing contract between the lessee and the lessor remains valid, and if the third person causes damage to the lease item, the lessee shall pay damages.

承租人未经出租人同意转租的，出租人可以解除合同。

Where the lessee subleases the lease item without the consent of the lessor, the lessor may terminate the contract.

第二百二十五条在租赁期间因占有、使用租赁物获得的收益，归承租人所有，但当事人另有约定的除外。

Article 225 Benefit Accrued from Lease Item During Lease Term During the lease term, any benefit accrued from the possession or use of the lease item belongs to the lessee, except otherwise agreed by the parties.

第二百二十六条承租人应当按照约定的期限支付租金。对支付期限没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定，租赁期间不满一年的，应当在租赁期间届满时支付;租赁期间一年以上的，应当在每届满一年时支付，剩余期间不满一年的，应当在租赁期间届满时支付。

Article 226 Time for Rent Payment The lessee shall pay the rent at the prescribed time. Where the time of payment was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the rent shall be paid at the end of the lease term if it is less than one year; if the lease term is one year or longer, the rent shall be paid at the end of each annual period, and where the remaining period is less than one year, the rent shall be paid at the end of the lease term.

第二百二十七条承租人无正当理由未支付或者迟延支付租金的，出租人可以要求承租人在合理期限内支付。承租人逾期不支付的，出租人可以解除合同。

Article 227 Lessor's Remedies in Case of Non-Payment of Rent Where the lessee failed to pay or delayed in paying the rent without cause, the lessor may require the lessee to pay the rent within a reasonable period. If the lessee fails to pay the rent at the end of such period, the lessor may terminate the contract.

第二百二十八条因第三人主张权利，致使承租人不能对租赁物使用、收益的，承租人可以要求减少租金或者不支付租金。

Article 228 Lessee's Remedies in Case of Third Party Claim; Duty to Notify If due to any claim by a third person, the lessee is unable to use or accrue benefit from the lease item, the lessee may require reduction in rent or refuse to pay rent.

第三人主张权利的，承租人应当及时通知出租人。

In case of any claim by a third person, the lessee shall timely notify the lessor.

第二百二十九条租赁物在租赁期间发生所有权变动的，不影响租赁合同的效力。

Article 229 Leasing Contract Not Affected by Change of Ownership Any change of ownership to the lease item does not affect the validity of the leasing contract.

第二百三十条出租人出卖租赁房屋的，应当在出卖之前的合理期限内通知承租人，承租人享有以同等条件优先购买的权利。

Article 230 Sale of Dwelling Unit under Lease Where the lessor is to sell a dwelling unit under a lease, it shall give the lessee a reasonable advance notice before the sale, and the lessee has the right of first refusal under the same conditions.

第二百三十一条因不可归责于承租人的事由，致使租赁物部分或者全部毁损、灭失的，承租人可以要求减少租金或者不支付租金;因租赁物部分或者全部毁损、灭失，致使不能实现合同目的的，承租人可以解除合同。

Article 231 Lessee's Remedies in Case of Damage Not Attributable to Itself Where the lease item was damaged or lost in part or in whole due to any reason not attributable to the lessee, the lessee may require reduction in rent or refuse to pay rent; where the purpose of the contract is frustrated due to damage to or loss of the lease item in part or in whole, the lessee may terminate the contract.

第二百三十二条当事人对租赁期限没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，视为不定期租赁。当事人可以随时解除合同，但出租人解除合同应当在合理期限之前通知承租人。

Article 232 Non-Term Lease Where the term of a lease was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, such lease is deemed a non-term lease. Either party may terminate the contract at any time, provided that the lessor shall give the lessee a reasonable advance notice before it terminates the contract.

第二百三十三条租赁物危及承租人的安全或者健康的，即使承租人订立合同时明知该租赁物质量不合格，承租人仍然可以随时解除合同。

Article 233 Lessee Entitled to Terminate in Case of Danger to Safety or Health Where the lease item poses a danger to the safety or health of the lessee, the lessee may terminate the contract at any time even if the lessee was aware of the quality non-compliance of the lease item at the time of conclusion of the contract.

第二百三十四条承租人在房屋租赁期间死亡的，与其生前共同居住的人可以按照原租赁合同租赁该房屋。

Article 234 Lease of Dwelling Unit Assumable Where the lessee is deceased during the term of a dwelling unit lease, the person jointly living in the unit with the lessee while the lessee was alive may continue leasing it on the terms of the original leasing contract.

第二百三十五条租赁期间届满，承租人应当返还租赁物。返还的租赁物应当符合按照约定或者租赁物的性质使用后的状态。

Article 235 Condition of Lease Item at End of Lease Term The lessee shall return the lease item at the end of the lease term. The returned lease item shall be in a condition resulting from its use in the prescribed manner or in a manner consistent with its nature.

第二百三十六条租赁期间届满，承租人继续使用租赁物，出租人没有提出异议的，原租赁合同继续有效，但租赁期限为不定期。

Article 236 Effect of Continued Use Beyond Lease Term Upon expiration of the lease term, if the lessee continues to use the lease item without objection by the lessor, the original leasing contract remains effective, provided that it becomes a non-term lease.

第十四章 融资租赁合同

Chapter Fourteen: Financial Leasing Contracts

第二百三十七条融资租赁合同是出租人根据承租人对出卖人、租赁物的选择，向出卖人购买租赁物，提供给承租人使用，承租人支付租金的合同。

Article 237 Definition of Financial Leasing Contract A financial leasing contract is a contract whereby the lessor, upon purchase of the lessee-selected lease item from a lessee-selected seller, provides the lease item to the lessee for its use, and the lessee pays the rent.

第二百三十八条融资租赁合同的内容包括租赁物名称、数量、规格、技术性能、检验方法、租赁期限、租金构成及其支付期限和方式、币种、租赁期间届满租赁物的归属等条款。

Article 238 Terms of Financial Leasing Contract; Writing Requirement A financial leasing contract includes terms such as the name, quantity, specifications, technical performance, and method of inspection of the lease item, the lease term, the rental components and the time, method and currency of payment, as well as the ownership of the lease item at the end of the lease term, etc.

融资租赁合同应当采用书面形式。

A financial leasing contract shall be in writing.

第二百三十九条出租人根据承租人对出卖人、租赁物的选择订立的买卖合同，出卖人应当按照约定向承租人交付标的物，承租人享有与受领标的物有关的买受人的权利。

Article 239 Lessee's Assumption of Buyer's Rights Under the sales contract concluded by the lessor according to the lessee's selection of the seller and the lease item, the seller shall deliver the subject matter to the lessee in accordance with the contract, and the lessee enjoys the rights of the buyer in respect of taking delivery of the subject matter.

第二百四十条出租人、出卖人、承租人可以约定，出卖人不履行买卖合同义务的，由承租人行使索赔的权利。承租人行使索赔权利的，出租人应当协助。

Article 240 Lessee's Assumption of Buyer's Remedies in Case of Seller's Non-performance The lessor, the seller and the lessee may agree that any claim arising from the seller's non-performance of its obligations under the sales contract will be made by the lessee. Where the lessee makes such a claim, the lessor shall provide assistance.

第二百四十一条出租人根据承租人对出卖人、租赁物的选择订立的买卖合同，未经承租人同意，出租人不得变更与承租人有关的合同内容。

Article 241 Certain Amendment of Sales Contract Subject to Consent by Lessee Absent consent by the lessee, the lessor may not amend any lessee-related term in the sales contract concluded by it according to the lessee's selection of the seller and the lease item.

第二百四十二条出租人享有租赁物的所有权。承租人破产的，租赁物不属于破产财产。

Article 242 Exclusion of Lease Item from Bankruptcy Assets of Lessee Title to the lease item vests in the lessor. In case the lessee enters into bankruptcy, the lease item is not part of its bankruptcy assets.

第二百四十三条融资租赁合同的租金，除当事人另有约定的以外，应当根据购买租赁物的大部分或者全部成本以及出租人的合理利润确定。

Article 243 Determination of Rental Components Unless otherwise agreed by the parties, the rent under a financial leasing contract shall be determined based on the major portion of or full costs of purchasing the lease item and the lessor's reasonable profit.

第二百四十四条租赁物不符合约定或者不符合使用目的的，出租人不承担责任，但承租人依赖出租人的技能确定租赁物或者出租人干预选择租赁物的除外。

Article 244 Lessor Not Liable for Non-fitness of Lease Item; Exceptions Where the lease item does not comply with the contract or is not fit for the intended purpose, the lessor is not liable, except where the lessee relied on the skills of the lessor in selecting the lease item or the lessor interfered in the selection thereof.

第二百四十五条出租人应当保证承租人对租赁物的占有和使用。

Article 245 Warranty by Lessor The lessor shall give warranty in respect of the lessee's possession and use of the lease item.

第二百四十六条承租人占有租赁物期间，租赁物造成第三人的人身伤害或者财产损害的，出租人不承担责任。

Article 246 Lessor Not Liable for Damage or Injury If while in the possession of the lessee, the lease item caused personal injury or property damage to any third person, the lessor is not liable.

第二百四十七条承租人应当妥善保管、使用租赁物。

Article 247 Lessee's Obligation of Due Care; Maintenance Obligations The lessee shall keep and use the lease item with due care.

承租人应当履行占有租赁物期间的维修义务。

While in possession of the lease item, the lessee shall perform the obligations of maintenance and repair thereof.

第二百四十八条承租人应当按照约定支付租金。承租人经催告后在合理期限内仍不支付租金的，出租人可以要求支付全部租金;也可以解除合同，收回租赁物。

Article 248 Lessor' s Remedies in Case of Non-payment by Lessee The lessee shall pay the rent in accordance with the contract. Where the lessee fails to pay the rent within a reasonable period after receiving demand for payment from the lessor, the lessor may require payment of the full rent; or it may terminate the contract and repossess the lease item.

第二百四十九条当事人约定租赁期间届满租赁物归承租人所有，承租人已经支付大部分租金，但无力支付剩余租金，出租人因此解除合同收回租赁物的，收回的租赁物的价值超过承租人欠付的租金以及其他费用的，承租人可以要求部分返还。

Article 249 Partial Refund in Case of Termination by Lessor Where the parties agreed that title to the lease item will vest in the lessee at the end of the lease term, and after paying a major portion of the rent, the lessee is unable to pay the remaining balance, resulting in the lessor's termination of the contract and repossession of the lease item, if the value of the repossessed lease item exceeds the rent owed by the lessee and other expenses, the lessee may require partial refund.

第二百五十条出租人和承租人可以约定租赁期间届满租赁物的归属。对租赁物的归属没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，租赁物的所有权归出租人。

Article 250 Ownership of Lease Item at End of Lease Term The lessor and the lessee may agree on the ownership of the lease item at the end of the lease term. Where ownership of the lease item was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, title to the lease item shall vest in the lessor.

第十五 章承揽合同

Chapter Fifteen: Contracts of Hired Works

第二百五十一条承揽合同是承揽人按照定作人的要求完成工作，交付工作成果，定作人给付报酬的合同。

Article 251 Definition of Contract of Hired Work A contract of hired work is a contract whereby the hiree completes certain work as required by the hirer and delivers the work product, and the hirer pays the remuneration.

承揽包括加工、定作、修理、复制、测试、检验等工作。

Hired works include works such as processing, custom-made work, repair, reproduction, testing, and inspection, etc.

第二百五十二条承揽合同的内容包括承揽的标的、数量、质量、报酬、承揽方式、材料的提供、履行期限、验收标准和方法等条款。

Article 252 Terms of Contract of Hired Work A contract of hired work includes terms such as the subject matter of hire, quantity, quality, remuneration, method of hire, supply of materials, time of performance, standard applicable to and method of acceptance inspection, etc.

第二百五十三条承揽人应当以自己的设备、技术和劳力，完成主要工作，但当事人另有约定的除外。

Article 253 Use of Hiree's Own Resources; Delegation of Main Task Subject to Consent The hiree shall use its own equipment, skills and labor to complete the main tasks, except otherwise agreed by the parties.

承揽人将其承揽的主要工作交由第三人完成的，应当就该第三人完成的工作成果向定作人负责;未经定作人同意的，定作人也可以解除合同。

Where the hiree has delegated a main task of the hired work to a third person for completion, it shall be responsible to the hirer for the work product completed thereby; if the delegation was not approved by the hirer, the hirer may also terminate the contract.

第二百五十四条承揽人可以将其承揽的辅助工作交由第三人完成。承揽人将其承揽的辅助工作交由第三人完成的，应当就该第三人完成的工作成果向定作人负责。

Article 254 Delegation of Ancillary Task by Hiree The hiree may delegate any ancillary task of the hired work to a third person for completion. Where the hiree delegated any ancillary task of the hired work to a third person for completion, it shall be responsible to the hirer for the work product completed thereby.

第二百五十五条承揽人提供材料的，承揽人应当按照约定选用材料，并接受定作人检验。

Article 255 Materials Supplied by Hiree Subject to Inspection Where the hiree is to supply the materials, it shall select the materials in accordance with the contract and shall make such materials available for inspection by the hirer.

第二百五十六条定作人提供材料的，定作人应当按照约定提供材料。承揽人对定作人提供的材料，应当及时检验，发现不符合约定时，应当及时通知定作人更换、补齐或者采取其他补救措施。

Article 256 Hiree's Timely Inspection of Materials Supplied by Hirer Where the hirer is to supply the materials, it shall supply the materials in accordance with the contract. The hiree shall timely inspect the materials supplied by the hirer, and where non-compliance is discovered, it shall timely instruct the hirer to replace or supplement the materials or otherwise cure the non-compliance.

承揽人不得擅自更换定作人提供的材料，不得更换不需要修理的零部件。

The hiree may not replace the materials supplied by the hirer without authorization, and may not replace any component which does not require repair.

第二百五十七条承揽人发现定作人提供的图纸或者技术要求不合理的，应当及时通知定作人。因定作人怠于答复等原因造成承揽人损失的，应当赔偿损失。

Article 257 Hiree's Remedies in Case of Hirer's Delay in Responding Where the hiree discovers that the drawings or technical requirements provided by the hirer are unreasonable, it shall timely notify the hirer. Where the hiree sustains any loss due to reasons such as the hirer's delay in responding, etc., the hirer shall pay damages.

第二百五十八条定作人中途变更承揽工作的要求，造成承揽人损失的，应当赔偿损失。

Article 258 Hirer Responsible for Its Change of Requirements Where the hirer changed its requirements for the hired work while the work was under way, thereby causing loss to the hiree, the hirer shall indemnify the hiree.

第二百五十九条承揽工作需要定作人协助的，定作人有协助的义务。定作人不履行协助义务致使承揽工作不能完成的，承揽人可以催告定作人在合理期限内履行义务，并可以顺延履行期限;定作人逾期不履行的，承揽人可以解除合同。

Article 259 Hirer's Obligation to Assist in Performance Where performance of the hired work requires assistance by the hirer, it is obligated to provide assistance. Where the hired work is not capable of being completed due to failure by the hirer to fulfill its obligation to assist, the hiree may demand performance from the hirer within a reasonable period and extend the time of its own performance; where the hirer fails to perform at the end of such period, the hiree may terminate the contract.

第二百六十条承揽人在工作期间，应当接受定作人必要的监督检验。定作人不得因监督检验妨碍承揽人的正常工作。

Article 260 Hirer's Right to Monitor In the course of performing the hired work, the hiree shall consent to any necessary monitoring and inspection by the hirer. Any monitoring or inspection conducted by the hirer may not impair the normal work of the hiree.

第二百六十一条承揽人完成工作的，应当向定作人交付工作成果，并提交必要的技术资料和有关质量证明。定作人应当验收该工作成果。

Article 261 Delivery of Work Product by Hiree Upon completion of the hired work, the hiree shall deliver the work product to the hirer and shall submit thereto the required technical materials and related quality certificate. The hirer shall conduct acceptance inspection of the work product.

第二百六十二条承揽人交付的工作成果不符合质量要求的，定作人可以要求承揽人承担修理、重作、减少报酬、赔偿损失等违约责任。

Article 262 Hirer's Remedies in Case of Quality Non-compliance Where the work product delivered by the hiree fails to meet the quality requirements, the hirer may require the hiree to assume liabilities for breach of contract by way of repair, remaking, reduction in remuneration, or payment of damages.

第二百六十三条定作人应当按照约定的期限支付报酬。对支付报酬的期限没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，定作人应当在承揽人交付工作成果时支付;工作成果部分交付的，定作人应当相应支付。

Article 263 Time of Payment of Remuneration The hirer shall pay the remuneration at the prescribed time. Where the time of payment was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the hirer shall make payment at the time of the hiree's delivery of the work product; where the work product is partially delivered, the hirer shall make payment accordingly.

第二百六十四条定作人未向承揽人支付报酬或者材料费等价款的，承揽人对完成的工作成果享有留置权，但当事人另有约定的除外。

Article 264 Hiree's Possessory Lien in Case of Non-Payment Where the hirer fails to pay the remuneration or cost of materials, etc. to the hiree, the hiree is entitled to a possessory lien on the work product completed, except otherwise agreed by the parties.

第二百六十五条承揽人应当妥善保管定作人提供的材料以及完成的工作成果，因保管不善造成毁损、灭失的，应当承担损害赔偿责任。

Article 265 Hiree's Obligation of Due Care for Materials and Work Product The hiree shall keep the materials supplied by the hirer and the completed work product with due care, and shall be liable for damages in case of any damage or loss due to improper care.

第二百六十六条承揽人应当按照定作人的要求保守秘密，未经定作人许可，不得留存复制品或者技术资料。

Article 266 Hiree's Confidentiality Obligations The hiree shall keep the relevant information confidential as required by the hirer, and may not retain any replica or technical material without permission by the hirer.

第二百六十七条共同承揽人对定作人承担连带责任，但当事人另有约定的除外。

Article 267 Liability of Joint Hirees Joint hirees are jointly and severally liable to the hirer, except otherwise agreed by the parties.

第二百六十八条定作人可以随时解除承揽合同，造成承揽人损失的，应当赔偿损失。

Article 268 Hirer's Termination Right Subject to Indemnification The hirer may terminate the contract of hired work at any time, provided that it shall indemnify the hiree for its loss as a result, if any.

第十六章 建设工程合同

Chapter Sixteen: Contracts for Construction Projects

第二百六十九条建设工程合同是承包人进行工程建设，发包人支付价款的合同。

Article 269 Definition of Contract for Construction Project A contract for construction project is a contract whereby the contractor performs project construction, and the developer pays the price.

建设工程合同包括工程勘察、设计、施工合同。

Contracts for construction projects include contracts for survey, design, and construction.

第二百七十条建设工程合同应当采用书面形式。

Article 270 Writing Requirement A contract for construction project shall be in writing.

第二百七十一条建设工程的招标投标活动，应当依照有关法律的规定公开、公平、公正进行。

Article 271 Tendering Process in Construction Project Tendering for a construction project shall be conducted in an open, fair and impartial manner in accordance with the relevant laws.

第二百七十二条发包人可以与总承包人订立建设工程合同，也可以分别与勘察人、设计人、施工人订立勘察、设计、施工承包合同。发包人不得将应当由一个承包人完成的建设工程肢解成若干部分发包给几个承包人。

Article 272 Contracting and Subcontracting in Construction Projects The developer may enter into a contract for construction project with a prime contractor, or enter into contracts for survey, design, and construction with the surveyor, designer, and constructor respectively. The developer may not divide a construction project which should be completed by one contractor into several parts and contract them out to several contractors.

总承包人或者勘察、设计、施工承包人经发包人同意，可以将自己承包的部分工作交由第三人完成。第三人就其完成的工作成果与总承包人或者勘察、设计、施工承包人向发包人承担连带责任。承包人不得将其承包的全部建设工程转包给第三人或者将其承包的全部建设工程肢解以后以分包的名义分别转包给第三人。

Subject to consent by the developer, the prime contractor or the contractor for survey, design, or construction may delegate part of the contracted work to a third person. The third person and the prime contractor or the contractor for survey, design, or construction shall be jointly and severally liable to the developer in respect of the work product completed by such third person. The contractor may not assign in whole to any third person the contracted construction project, or divide the whole contracted construction project into several parts and separately assign each part to a third person under the guise of sub-contracting.

禁止承包人将工程分包给不具备相应资质条件的单位。禁止分包单位将其承包的工程再分包。建设工程主体结构的施工必须由承包人自行完成。

The contractor is prohibited from sub-contracting any part of the project to an entity not appropriately qualified. A sub-contractor is prohibited from further sub-contracting its contracted work. The main structure of the construction project must be constructed by the contractor itself.

第二百七十三条国家重大建设工程合同，应当按照国家规定的程序和国家批准的投资计划、可行性研究报告等文件订立。

Article 273 Major State Construction Projects A contract for a major state construction project shall be concluded in accordance with the procedure prescribed by the state and in compliance with the state-approved documents such as the investment plan and feasibility studies report, etc.

第二百七十四条勘察、设计合同的内容包括提交有关基础资料和文件(包括概预算)的期限、质量要求、费用以及其他协作条件等条款。

Article 274 Terms of Contract for Survey or Design A contract for survey or design includes terms such as the time limit for submission of the relevant basic information and documents (including budget estimate), the quality requirements, fees, and other conditions of cooperation, etc.

第二百七十五条施工合同的内容包括工程范围、建设工期、中间交工工程的开工和竣工时间、工程质量、工程造价、技术资料交付时间、材料和设备供应责任、拨款和结算、竣工验收、质量保修范围和质量保证期、双方相互协作等条款。

Article 275 Terms of Construction Contract A construction contract includes terms such as the scope of the project, the construction period, the time for commencement and completion of any work to be commissioned in the interim, the quality of the project, the cost of the project, the time for delivery of technical materials, the responsibilities for the supply of materials and equipment, the appropriation of funds and settlement of account, inspection upon completion of the project, the scope and period of quality warranty, and cooperation between the parties, etc.

第二百七十六条建设工程实行监理的，发包人应当与监理人采用书面形式订立委托监理合同。发包人与监理人的权利和义务以及法律责任，应当依照本法委托合同以及其他有关法律、行政法规的规定。

Article 276 Supervision of Construction Project Where the construction project is subject to supervision, the developer shall enter into an agency appointment contract for project supervision with a project supervisor in writing. The rights, obligations and associated legal liabilities of the developer and supervisor shall be prescribed in accordance with the provisions hereof concerning agency appointment contracts and the provisions of other relevant laws and administrative regulations.

第二百七十七条发包人在不妨碍承包人正常作业的情况下，可以随时对作业进度、质量进行检查。

Article 277 Developer's Right to Inspect Provided that the developer does not interfere with the normal operation of the contractor, it may inspect the progress and quality of the work at any time.

第二百七十八条隐蔽工程在隐蔽以前，承包人应当通知发包人检查。发包人没有及时检查的，承包人可以顺延工程日期，并有权要求赔偿停工、窝工等损失。

Article 278 Concealed Work In the case of concealed work, the contractor shall give the developer notice for inspection prior to concealment. Where the developer fails to timely conduct inspection, the contractor may extend the relevant project milestones, and is entitled to claim damages for work stoppage or work slowdown, etc.

第二百七十九条建设工程竣工后，发包人应当根据施工图纸及说明书、国家颁发的施工验收规范和质量检验标准及时进行验收。验收合格的，发包人应当按照约定支付价款，并接收该建设工程。

Article 279 Inspection of Completed Project; No Use Prior to Inspection Upon completion of the construction project, the developer shall conduct acceptance inspection according to the construction drawings and specifications, and in accordance with the rules of construction inspection and quality inspection standard prescribed by the state. Once the construction project has passed the acceptance inspection, the developer shall pay the prescribed price and accept the construction project.

建设工程竣工经验收合格后，方可交付使用;未经验收或者验收不合格的，不得交付使用。

The completed construction project may be put into use only after it has passed the acceptance inspection; if the construction project has not been inspected or has failed the inspection, it may not be put into use.

第二百八十条勘察、设计的质量不符合要求或者未按照期限提交勘察、设计文件拖延工期，造成发包人损失的，勘察人、设计人应当继续完善勘察、设计，减收或者免收勘察、设计费并赔偿损失。

Article 280 Developer's Remedies in Case of Non-compliant Survey or Design Where the developer sustains any loss from construction delay due to non-compliance of the survey or design or due to delayed delivery of the survey or design documents, the surveyor or the designer shall continue to improve the survey or design, reduce or forgo the survey fee or design fee, and pay damages.

第二百八十一条因施工人的原因致使建设工程质量不符合约定的，发包人有权要求施工人在合理期限内无偿修理或者返工、改建。经过修理或者返工、改建后，造成逾期交付的，施工人应当承担违约责任。

Article 281 Developer's Remedies in Case of Non-conforming Construction Where the construction project fails to meet the prescribed quality requirements due to any reason attributable to the constructor, the developer is entitled to require the constructor to repair, re-construct or make alteration free of charge within a reasonable time. Where delivery of the project is delayed due to such repair, re-construction or alteration, the constructor shall be liable for breach of contract.

第二百八十二条因承包人的原因致使建设工程在合理使用期限内造成人身和财产损害的，承包人应当承担损害赔偿责任。

Article 282 Contractor Liable for Personal and Property Damage Where the construction project caused personal injury and property damage during its reasonable usage period due to any reason attributable to the contractor, the contractor shall be liable for damages.

第二百八十三条发包人未按照约定的时间和要求提供原材料、设备、场地、资金、技术资料的，承包人可以顺延工程日期，并有权要求赔偿停工、窝工等损失。

Article 283 Contractor's Remedies in Case of Developer's Failure to Provide Necessary Conditions Where the developer fails to provide raw materials, equipment, site, funds, or technical information at the prescribed time and in accordance with the contractual requirements, the contractor may extend the relevant project milestones, and is entitled to claim damages for work stoppage or slowdown, etc.

第二百八十四条因发包人的原因致使工程中途停建、缓建的，发包人应当采取措施弥补或者减少损失，赔偿承包人因此造成的停工、窝工、倒运、机械设备调迁、材料和构件积压等损失和实际费用。

Article 284 Contractor's Remedies in Case of Project Interruption Due to Reasons Attributable to Developer If an ongoing project is stopped or delayed due to any reason attributable to the developer, the developer shall take the appropriate measures to make up or mitigate the loss, and shall indemnify the contractor for its loss and out-of-pocket expenses arising from resulting work stoppage, slowdown, reshipment, re-dispatch of mechanical equipment, and excess inventory of materials and assemblies, etc.

第二百八十五条因发包人变更计划，提供的资料不准确，或者未按照期限提供必需的勘察、设计工作条件而造成勘察、设计的返工、停工或者修改设计，发包人应当按照勘察人、设计人实际消耗的工作量增付费用。

Article 285 Surveyor's Remedies in Case of Developer's Failure to Cooperate Where in the course of survey or design, any repeating work, work stoppage or change of design occurs due to the developer's change of plan, the incorrect information provided by it, or its failure to provide the working conditions necessary for the survey or design at the prescribed time, the developer shall increase the fees in light of the actual amount of work done by the surveyor or designer.

第二百八十六条发包人未按照约定支付价款的，承包人可以催告发包人在合理期限内支付价款。发包人逾期不支付的，除按照建设工程的性质不宜折价、拍卖的以外，承包人可以与发包人协议将该工程折价，也可以申请人民法院将该工程依法拍卖。

Article 286 Contractor's Remedies in Case of Developer's Failure to Pay Price If the developer failed to pay the price in accordance with the contract, the contractor may demand payment from the developer within a reasonable period. Where the developer fails to pay the price at the end of such period, the contractor may enter into an agreement with the developer to liquidate the project, and may also petition the People's Court to auction the project in accordance with the law, unless such project is not fit for liquidation or auction in light of its nature.

建设工程的价款就该工程折价或者拍卖的价款优先受偿。

The construction project price shall be paid in priority out of proceeds from the liquidation or auction of the project.

第二百八十七条本章没有规定的，适用承揽合同的有关规定。

Article 287 Provisions Governing Contracts of Hired Works Applicable A matter not provided for in this Chapter shall be governed by the relevant provision governing contracts of hired works.

第十七章 运输合同

Chapter Seventeen: Carriage Contracts

第一节 一般规定

Section One General Provisions

第二百八十八条运输合同是承运人将旅客或者货物从起运地点运输到约定地点，旅客、托运人或者收货人支付票款或者运输费用的合同。

Article 288 Definition of Carriage Contract A carriage contract is a contract whereby the carrier carries the passenger or cargo from the place of departure to the prescribed destination, and the passenger, consignor or consignee pays the fare or freightage.

第二百八十九条从事公共运输的承运人不得拒绝旅客、托运人通常、合理的运输要求。

Article 289 Common Carrier May Not Deny Reasonable Carriage Requirement A common carrier may not deny any normal and reasonable carriage requirement by a passenger or consignor.

第二百九十条承运人应当在约定期间或者合理期间内将旅客、货物安全运输到约定地点。

Article 290 Obligation of Carrier to Carry in Safe and Timely Manner The carrier shall safely carry the passenger or cargo to the prescribed destination within the prescribed time or within a reasonable time.

第二百九十一条承运人应当按照约定的或者通常的运输路线将旅客、货物运输到约定地点。

Article 291 Obligation of Carrier to Travel by Prescribed Route The carrier shall carry the passenger or cargo to the prescribed destination by the prescribed route or the normal route.

第二百九十二条旅客、托运人或者收货人应当支付票款或者运输费用。承运人未按照约定路线或者通常路线运输增加票款或者运输费用的，旅客、托运人或者收货人可以拒绝支付增加部分的票款或者运输费用。

Article 292 Passenger's Remedies in Case of Carrier's Failure to Travel by Prescribed Route The passenger, consignor or consignee shall pay the fare or freightage. Where the carrier failed to carry the passenger or the cargo by the prescribed or normal route, thereby increasing the fare or freightage, the passenger, consignor or consignee may refuse to pay any increased portion thereof.

第二节 客运合同

Section Two Passenger Carriage Contracts

第二百九十三条客运合同自承运人向旅客交付客票时成立，但当事人另有约定或者另有交易习惯的除外。

Article 293 Formation of Passenger Carriage Contract A passenger carriage contract is formed upon the carrier's delivery of the passenger ticket to the passenger, except otherwise agreed by the parties or provided by the relevant usage.

第二百九十四条旅客应当持有效客票乘运。旅客无票乘运、超程乘运、越级乘运或者持失效客票乘运的，应当补交票款，承运人可以按照规定加收票款。旅客不交付票款的，承运人可以拒绝运输。

Article 294 Carrier's Remedies in Case of Passenger's Failure to Pay Fare The passenger shall board the mode of transportation with a valid passenger ticket. If the passenger boards without a ticket, travels beyond the prescribed destination, boards a class higher than the prescribed class, or boards with an expired ticket, he shall pay the fare retroactively, and the carrier may charge additional fare in accordance with the relevant stipulations. Where the passenger fails to pay the fare, the carrier may refuse to carry.

第二百九十五条旅客因自己的原因不能按照客票记载的时间乘坐的，应当在约定的时间内办理退票或者变更手续。逾期办理的，承运人可以不退票款，并不再承担运输义务。

Article 295 Passenger's Failure to Board on Time Where the passenger is unable to board the mode of transportation at the time prescribed on the passenger ticket due to any reason attributable to himself, he shall carry out the formality for ticket refund or reschedule within the prescribed period. Where the passenger delays in carrying out the relevant formality, the carrier may refuse to refund the fare, and is no longer obligated to carry such passenger.

第二百九十六条旅客在运输中应当按照约定的限量携带行李。超过限量携带行李的，应当办理托运手续。

Article 296 Carry-on Luggage In the course of carriage, the passenger's carry-on luggage shall be within the prescribed limit. Where his luggage exceeds the prescribed limit on carry-on luggage, the additional luggage shall be checked in.

第二百九十七条旅客不得随身携带或者在行李中夹带易燃、易爆、有毒、有腐蚀性、有放射性以及有可能危及运输工具上人身和财产安全的危险物品或者其他违禁物品。

Article 297 Boarding with Prohibited Item The passenger may not carry in person, or place in his luggage, any hazardous material which is flammable, explosive, toxic, corrosive, or radioactive, etc., or possibly endangers people or property on board, or an otherwise prohibited item.

旅客违反前款规定的，承运人可以将违禁物品卸下、销毁或者送交有关部门。旅客坚持携带或者夹带违禁物品的，承运人应当拒绝运输。

Where the passenger violates the previous paragraph, the carrier may unload, destroy or turn over to the relevant authority the prohibited item. Where the passenger insists on carrying in person or placing in his luggage the prohibited item, the carrier shall refuse to carry.

第二百九十八条承运人应当向旅客及时告知有关不能正常运输的重要事由和安全运输应当注意的事项。

Article 298 Carrier's Obligation to Inform The carrier shall timely inform the passenger of any major cause preventing it from normal carriage, as well as precautions relating to transportation safety.

第二百九十九条承运人应当按照客票载明的时间和班次运输旅客。承运人迟延运输的，应当根据旅客的要求安排改乘其他班次或者退票。

Article 299 Passenger's Remedies in Case of Delay The carrier shall carry the passenger according to the time and carrier number prescribed on the passenger ticket. Where the carrier delays in carriage, it shall, upon request by the passenger, either reschedule or refund the fare.

第三百条承运人擅自变更运输工具而降低服务标准的，应当根据旅客的要求退票或者减收票款;提高服务标准的，不应当加收票款。

Article 300 Passenger's Remedies in Case of Unilateral Change of Mode of Transportation by Carrier Where the carrier unilaterally changed the mode of transportation, thereby lowering the standard of service, it shall, upon request by the passenger, refund or reduce the fare; where the service standard is enhanced as a result, no additional fare shall be charged.

第三百零一条承运人在运输过程中，应当尽力救助患有急病、分娩、遇险的旅客。

Article 301 Carrier's Obligation to Assist Passenger In the course of carriage, the carrier shall use its best effort to assist any passenger who has a medical emergency, is in labor or encounters a dangerous situation.

第三百零二条承运人应当对运输过程中旅客的伤亡承担损害赔偿责任，但伤亡是旅客自身健康原因造成的或者承运人证明伤亡是旅客故意、重大过失造成的除外。

Article 302 Carrier Liable for Injury of Passenger; Exceptions The carrier shall be liable for damages in case of injury or death of the passenger in the course of carriage, except where such injury or death was attributable to the passenger's own health, or the carrier has established that such injury or death was caused by the passenger's intentional misconduct or gross negligence.

前款规定适用于按照规定免票、持优待票或者经承运人许可搭乘的无票旅客。

The provisions in the previous paragraph apply to a passenger who is exempted from buying a ticket or holds a discount ticket pursuant to the relevant stipulations, or who is permitted by the carrier to board without a ticket.

第三百零三条在运输过程中旅客自带物品毁损、灭失，承运人有过错的，应当承担损害赔偿责任。

Article 303 Provisions Governing Loss of Passenger's Luggage Where the passenger's carry-on luggage was damaged or lost in the course of carriage, the carrier shall be liable for damages if it was at fault.

旅客托运的行李毁损、灭失的，适用货物运输的有关规定。

Where the passenger's check-in luggage was damaged or lost, the relevant provisions governing cargo carriage apply.

第三节 货运合同

Section Three Cargo Carriage Contracts

第三百零四条托运人办理货物运输，应当向承运人准确表明收货人的名称或者姓名或者凭指示的收货人，货物的名称、性质、重量、数量，收货地点等有关货物运输的必要情况。

Article 304 Consignor's Obligation to Inform; Liability for Misrepresentation In consigning its cargo, the consignor shall correctly provide the carrier with the name of the consignee or the consignee to whose order the cargo is deliverable, as well as any necessary information relating to carriage of the cargo, such as the name, nature, weight, and quantity of the cargo and the place for taking delivery thereof.

因托运人申报不实或者遗漏重要情况，造成承运人损失的，托运人应当承担损害赔偿责任。

Where the carrier sustains any loss due to the consignor's provision of false information or omission of any material information, the consignor shall be liable for damages.

第三百零五条货物运输需要办理审批、检验等手续的，托运人应当将办理完有关手续的文件提交承运人。

Article 305 Certain Cargo Carriage Subject to Approval Where carriage of the cargo is subject to any procedure such as approval or inspection, etc., the consignor shall submit to the carrier the relevant documents evidencing completion of such procedure.

第三百零六条托运人应当按照约定的方式包装货物。对包装方式没有约定或者约定不明确的，适用本法第一百五十六条的规定。

Article 306 Packing of Cargo in Prescribed Manner The consignor shall pack the cargo in the prescribed manner. Where a packing method was not prescribed or clearly prescribed, Article 156 hereof applies.

托运人违反前款规定的，承运人可以拒绝运输。

Where the consignor violates the previous paragraph, the carrier may refuse to carry.

第三百零七条托运人托运易燃、易爆、有毒、有腐蚀性、有放射性等危险物品的，应当按照国家有关危险物品运输的规定对危险物品妥善包装，作出危险物标志和标签，并将有关危险物品的名称、性质和防范措施的书面材料提交承运人。

Article 307 Carriage of Hazardous Materials In consigning any hazardous material which is inflammable, explosive, toxic, corrosive, or radioactive, etc., the consignor shall, in accordance with the stipulations of the state governing the carriage of hazardous materials, properly pack the hazardous material and affix thereon applicable signs and labels for hazardous materials, and shall submit its name and nature as well as related precautionary measures to the carrier in writing.

托运人违反前款规定的，承运人可以拒绝运输，也可以采取相应措施以避免损失的发生，因此产生的费用由托运人承担。

If the consignor violates the previous paragraph, the carrier may refuse to carry, and may also take the appropriate measures to prevent loss at the consignor's expense.

第三百零八条在承运人将货物交付收货人之前，托运人可以要求承运人中止运输、返还货物、变更到达地或者将货物交给其他收货人，但应当赔偿承运人因此受到的损失。

Article 308 Consignor's Right of Disposal Prior to Delivery Prior to carrier's delivery of the cargo to the consignee, the consignor may require the carrier to suspend the carriage, return the cargo, change the destination or deliver the cargo to another consignee, provided that it shall indemnify the carrier for any loss it sustains as a result.

第三百零九条货物运输到达后，承运人知道收货人的，应当及时通知收货人，收货人应当及时提货。收货人逾期提货的，应当向承运人支付保管费等费用。

Article 309 Taking Delivery of Cargo by Consignee Upon arrival of the cargo, if the carrier knows of the consignee, it shall timely notify the consignee, who shall timely take delivery. Where the consignee delays in taking delivery, it shall pay expenses such as safekeeping fee, etc. to the carrier.

第三百一十条收货人提货时应当按照约定的期限检验货物。对检验货物的期限没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，应当在合理期限内检验货物。收货人在约定的期限或者合理期限内对货物的数量、毁损等未提出异议的，视为承运人已经按照运输单证的记载交付的初步证据。

Article 310 Inspection by Consignee; Effect of Failure to Inspect Upon taking delivery of the cargo, the consignee shall inspect the cargo at the prescribed time. Where the time for inspection was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the consignee shall inspect the cargo within a reasonable time. The consignee's failure to raise any objection concerning the quantity of, or any damage to, the cargo within the prescribed time or within a reasonable time is deemed prima facie evidence of delivery by the carrier in compliance with the description in the transportation documents.

第三百一十一条承运人对运输过程中货物的毁损、灭失承担损害赔偿责任，但承运人证明货物的毁损、灭失是因不可抗力、货物本身的自然性质或者合理损耗以及托运人、收货人的过错造成的，不承担损害赔偿责任。

Article 311 Carrier Liable for Damage or Loss during Carriage; Exceptions The carrier is liable for damages in case of damage to or loss of the cargo in the course of carriage, provided that it is not liable for damages if it has established that such damage to or loss of the cargo was caused by force majeure, the intrinsic characteristics of the cargo, reasonable depletion, or the fault of the consignor or consignee.

第三百一十二条货物的毁损、灭失的赔偿额，当事人有约定的，按照其约定;没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，按照交付或者应当交付时货物到达地的市场价格计算。法律、行政法规对赔偿额的计算方法和赔偿限额另有规定的，依照其规定。

Article 312 Amount of Damages in Case of Loss of Cargo Where the parties agreed on the amount of damages in case of damage to or loss of the cargo, the damages payable is the prescribed amount; if the amount of damages was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, it shall be calculated based on the prevailing market price at the destination when the cargo was or should have been delivered. Where a law or administrative regulation provides otherwise in respect of the method for calculation of damages and any limitation on damages, such provisions apply.

第三百一十三条两个以上承运人以同一运输方式联运的，与托运人订立合同的承运人应当对全程运输承担责任。损失发生在某一运输区段的，与托运人订立合同的承运人和该区段的承运人承担连带责任。

Article 313 Liabilities of Joint Carriers Using the Same Method of Transportation Where two or more carriers jointly carry the cargo using the same method of transportation, the carrier contracting with the consignor shall be responsible for the whole course of carriage. Where the loss occurred at a particular segment, the carrier contracting with the consignor and the carrier for such segment are jointly and severally liable.

第三百一十四条货物在运输过程中因不可抗力灭失，未收取运费的，承运人不得要求支付运费;已收取运费的，托运人可以要求返还。

Article 314 Freightage in Case of Force Majeure Where the cargo was lost in the course of carriage due to force majeure, if the freightage has not been collected, the carrier may not require payment thereof; if the freightage has been collected, the consignor may claim refund.

第三百一十五条托运人或者收货人不支付运费、保管费以及其他运输费用的，承运人对相应的运输货物享有留置权，但当事人另有约定的除外。

Article 315 Carrier's Possessory Lien in Case of Non-payment Where the consignor or consignee fails to pay the freightage, safekeeping fee and other expenses in connection with the carriage of the cargo, the carrier is entitled to a possessory lien on the corresponding portion of the cargo, except otherwise agreed by the parties.

第三百一十六条收货人不明或者收货人无正当理由拒绝受领货物的，依照本法第一百零一条的规定，承运人可以提存货物。

Article 316 Placing Cargo in Escrow Where the consignee is not known or refuses to take delivery of the cargo without cause, the carrier may place the cargo in escrow under Article 101 hereof.

第四节 多式联运合同

Section Four Multi-modal Carriage Contract

第三百一十七条多式联运经营人负责履行或者组织履行多式联运合同，对全程运输享有承运人的权利，承担承运人的义务。

Article 317 Rights and Obligations of Multi-modal Carriage Operator A multi-modal carriage operator is responsible for performing, or arranging for performance of, the multi-modal carriage contract, and it enjoys the rights and assumes the obligations of a carrier throughout the course of carriage.

第三百一十八条多式联运经营人可以与参加多式联运的各区段承运人就多式联运合同的各区段运输约定相互之间的责任，但该约定不影响多式联运经营人对全程运输承担的义务。

Article 318 Agreement between Multi-modal Carriage Operator and Segment Carriers The multi-modal carriage operator and the segment carriers may prescribe their respective duties concerning each segment, provided that the obligations of the multi-modal carriage operator with respect to the entire course of carriage are not affected by any such agreement.

第三百一十九条多式联运经营人收到托运人交付的货物时，应当签发多式联运单据。按照托运人的要求，多式联运单据可以是可转让单据，也可以是不可转让单据。

Article 319 Multi-modal Carriage Document Upon receipt of the cargo delivered by the consignor, the multi-modal carriage operator shall issue thereto a multi-modal carriage document. The multi-modal carriage document may either be assignable or non-assignable as required by the consignor.

第三百二十条因托运人托运货物时的过错造成多式联运经营人损失的，即使托运人已经转让多式联运单据，托运人仍然应当承担损害赔偿责任。

Article 320 Consignor's Liability Notwithstanding Assignment of Document Where the multi-modal carriage operator sustains any loss due to the fault of the consignor in the course of consigning the cargo, the consignor shall be liable for damages notwithstanding its subsequent assignment of the multi-modal carriage document.

第三百二十一条货物的毁损、灭失发生于多式联运的某一运输区段的，多式联运经营人的赔偿责任和责任限额，适用调整该区段运输方式的有关法律规定。货物毁损、灭失发生的运输区段不能确定的，依照本章规定承担损害赔偿责任。

Article 321 Applicable Law Governing Loss of Cargo in Multi-modal Carriage Where damage to or loss of the cargo occurred within a particular segment of the course of a multi-modal carriage, the multi-modal carriage operator's liability for damages and any limitation thereon are governed by the applicable transportation law of the jurisdiction which such segment is under. Where the segment in which the cargo was damaged or lost cannot be determined, the liability for damages shall be borne in accordance with this Chapter.

第十八章 技术合同

Chapter Eighteen Technology Contracts

第一节 一般规定

Section One General Provisions

第三百二十二条技术合同是当事人就技术开发、转让、咨询或者服务订立的确立相互之间权利和义务的合同。

Article 322 Definition of Technology Contract A technology contract is a contract whereby the parties prescribe their rights and obligations in respect of the development or transfer of technology, or in respect of technical consulting or service.

第三百二十三条订立技术合同，应当有利于科学技术的进步，加速科学技术成果的转化、应用和推广。

Article 323 General Requirements Concerning Technology Contract Conclusion of a technology contract shall be conducive to the advancement of science and technology, and expedite the conversion, application and dissemination of scientific and technological achievements.

第三百二十四条技术合同的内容由当事人约定，一般包括以下条款：

Article 324 Terms of Technology Contract; Patents Terms of a technology contract shall be prescribed by the parties, and generally include the following:

(一)项目名称;

(i) project name;

(二)标的的内容、范围和要求;

(ii) contents, scope and requirement of the subject matter;

(三)履行的计划、进度、期限、地点、地域和方式;

(iii) the plan, schedule, period, place, territory and method of performance;

(四)技术情报和资料的保密;

(iv) confidentiality of technical information and materials;

(五)风险责任的承担;

(v) allocation of responsibilities for risks;

(六)技术成果的归属和收益的分成办法;

(vi) ownership of the technology and allocation of benefits accrued therefrom;

(七)验收标准和方法;

(vii) standard applicable to and method of acceptance test;

(八)价款、报酬或者使用费及其支付方式;

(viii)price, remuneration or licensing fee and the method of payment;

(九)违约金或者损失赔偿的计算方法;

(ix) liquidated damages or method for calculation of damages;

(十)解决争议的方法;

(x) method of dispute resolution;

(十一)名词和术语的解释。

(xi) definition of terms and phrases.

与履行合同有关的技术背景资料、可行性论证和技术评价报告、项目任务书和计划书、技术标准、技术规范、原始设计和工艺文件，以及其他技术文档，按照当事人的约定可以作为合同的组成部分。

The parties may agree to include the following materials relating to the performance of the contract as an integral part thereof: technical background information, feasibility studies and technical evaluation report, project task matrix and project plan, technical standard, technical specifications, original design and technique documents, as well as other technical documentation.

技术合同涉及专利的，应当注明发明创造的名称、专利申请人和专利权人、申请日期、申请号、专利号以及专利权的有效期限。

Where the technology contract involves any patent, it shall set forth the name of the invention/innovation, the patent applicant and the patentee, the date of application, the application number, patent number and the term of the patent.

第三百二十五条技术合同价款、报酬或者使用费的支付方式由当事人约定，可以采取一次总算、一次总付或者一次总算、分期支付，也可以采取提成支付或者提成支付附加预付入门费的方式。

Article 325 Payment Method; Royalty The method for payment of the price, remuneration or licensing fee under a technology contract shall be prescribed by the parties, who may prescribe lump-sum payment based on one-time calculation or installment payment based on one-time calculation, and may also prescribe royalty payment or royalty payment plus advance payment of initial fee.

约定提成支付的，可以按照产品价格、实施专利和使用技术秘密后新增的产值、利润或者产品销售额的一定比例提成，也可以按照约定的其他方式计算。提成支付的比例可以采取固定比例、逐年递增比例或者逐年递减比例。

Where a royalty payment method is prescribed, the royalty may be calculated as a percentage of the product price, any increase in product value resulting from exploitation of the patent or use of the technical secret, profit, or product sales, and may also be calculated by any other method prescribed by the parties. The royalty rate may be fixed or subject to annual increase or decrease.

约定提成支付的，当事人应当在合同中约定查阅有关会计帐目的办法。

Where a royalty payment is prescribed, the parties shall prescribe in the contract a method for inspection of the relevant accounting books.

第三百二十六条职务技术成果的使用权、转让权属于法人或者其他组织的，法人或者其他组织可以就该项职务技术成果订立技术合同。法人或者其他组织应当从使用和转让该项职务技术成果所取得的收益中提取一定比例，对完成该项职务技术成果的个人给予奖励或者报酬。法人或者其他组织订立技术合同转让职务技术成果时，职务技术成果的完成人享有以同等条件优先受让的权利。

Article 326 Employee-developed Technology; Definition Where the right to use and the right to transfer employee-developed technology belong to a legal person or an organization of any other nature, the legal person or organization may enter into a technology contract in respect of such employee-developed technology. The legal person or organization shall reward or remunerate the individual(s) who developed the technology with a percentage of the benefits accrued from the use and transfer of the employee-developed technology. Where the legal person or organization is to enter into a technology contract for the transfer of the employee-developed technology, the employee-developer has the right of first refusal under the same conditions.

职务技术成果是执行法人或者其他组织的工作任务，或者主要是利用法人或者其他组织的物质技术条件所完成的技术成果。

An employee-developed technology is a technology developed in the course of completing a task assigned by a legal person or an organization of any other nature, or developed by primarily utilizing the material and technical resources thereof.

第三百二十七条非职务技术成果的使用权、转让权属于完成技术成果的个人，完成技术成果的个人可以就该项非职务技术成果订立技术合同。

Article 327 Non-employee-developed Technology The right to use and the right to transfer non-employee-developed technology belong to the individual developer, who may enter into a technology contract in respect thereof.

第三百二十八条完成技术成果的个人有在有关技术成果文件上写明自己是技术成果完成者的权利和取得荣誉证书、奖励的权利。

Article 328 Individual's Rights with Respect to Technology Developed Thereby The individual who developed the technology is entitled to identify himself as the developer in the documentation related thereto, and to receive honor certificate and reward.

第三百二十九条非法垄断技术、妨碍技术进步或者侵害他人技术成果的技术合同无效。

Article 329 Invalidity of Technology-monopolizing and Infringing Contract A technology contract which illegally monopolizes technology, impairs technological advancement or infringes on the technology of a third person is invalid.

第二节 技术开发合同

Section Two Technology Development Contract

第三百三十条技术开发合同是指当事人之间就新技术、新产品、新工艺或者新材料及其系统的研究开发所订立的合同。

Article 330 Definition of Technology Development Contract A technology development contract is a contract concluded in respect of the development of a new technology, product, technique or material and the associated system.

技术开发合同包括委托开发合同和合作开发合同。

Technology development contracts include commissioned development contracts and cooperative development contracts.

技术开发合同应当采用书面形式。

A technology development contract shall be in writing.

当事人之间就具有产业应用价值的科技成果实施转化订立的合同，参照技术开发合同的规定。

A contract on the conversion of a scientific achievement with potential for industrial application is governed by reference to the provisions applicable to technology development contracts.

第三百三十一条委托开发合同的委托人应当按照约定支付研究开发经费和报酬;

Article 331 Obligations of Commissioning Party The commissioning party under a commissioned development contract shall, in accordance with the contract, provide development funds and pay remuneration; supply technical materials and original data; complete its tasks of cooperation; and accept the developed technology.

提供技术资料、原始数据;完成协作事项;接受研究开发成果。

Article 332 Obligations of Developer in Commissioned Development The developer under a commissioned development contract shall, in accordance with the contract, prepare and implement the development plan; use development funds in a reasonable manner; timely complete the development and deliver the developed technology, as well as provide the relevant technical materials and necessary technical guidance so as to help the commissioning party master the developed technology.

第三百三十二条委托开发合同的研究开发人应当按照约定制定和实施研究开发计划;合理使用研究开发经费;按期完成研究开发工作，交付研究开发成果，提供有关的技术资料和必要的技术指导，帮助委托人掌握研究开发成果。

Article 333 Commissioning Party's Breach Where the commissioning party breached the contract, thereby causing stoppage, delay or failure of the development, it shall be liable for breach of contract.

第三百三十三条委托人违反约定造成研究开发工作停滞、延误或者失败的，应当承担违约责任。

Article 334 Developer's Breach

第三百三十四条研究开发人违反约定造成研究开发工作停滞、延误或者失败的，应当承担违约责任。

Where the developer breached the contract, thereby causing stoppage, delay or failure of the development, it shall be liable for breach of contract.

第三百三十五条合作开发合同的当事人应当按照约定进行投资，包括以技术进行投资;分工参与研究开发工作;协作配合研究开发工作。

Article 335 Obligations of Parties in Cooperative Development Parties to a cooperative development contract shall, in accordance with the contract, make investment, including investment in the form of technology; participate in the development by performing their respective tasks; and cooperate with each other in the development.

第三百三十六条合作开发合同的当事人违反约定造成研究开发工作停滞、延误或者失败的，应当承担违约责任。

Article 336 Breach of Cooperative Contract Where a party to a cooperative development contract breached the contract, thereby causing stoppage, delay or failure of the development, it shall be liable for breach of contract.

第三百三十七条因作为技术开发合同标的的技术已经由他人公开，致使技术开发合同的履行没有意义的，当事人可以解除合同。

Article 337 Termination of Contract in Case Technology Becomes Public Where the technology which is the subject matter of a technology development contract was made public by a third person, thereby rendering performance of the technology development contract no longer meaningful, the parties may terminate the contract.

第三百三十八条在技术开发合同履行过程中，因出现无法克服的技术困难，致使研究开发失败或者部分失败的，该风险责任由当事人约定。没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，风险责任由当事人合理分担。

Article 338 Allocation of Responsibility for Risk of Failure; Duty to Inform upon Discovery of Circumstance Which May Lead to Failure If in the course of implementing a technology development contract, the development failed in whole or in part due to any insurmountable technical difficulty, allocation of the responsibility for such risk shall be prescribed by the parties. Where the allocation of responsibility for such risk was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, it shall be shared by the parties in a reasonable manner.

当事人一方发现前款规定的可能致使研究开发失败或者部分失败的情形时，应当及时通知另一方并采取适当措施减少损失。没有及时通知并采取适当措施，致使损失扩大的，应当就扩大的损失承担责任。

Where a party discovers any circumstance which may lead to the failure of the development in whole or in part as described in the previous paragraph, it shall timely notify the other party and take the appropriate measures to mitigate loss; where the party failed to timely notify the other party and take the appropriate measures, thereby causing further loss, it shall be liable for such further loss.

第三百三十九条委托开发完成的发明创造，除当事人另有约定的以外，申请专利的权利属于研究开发人。研究开发人取得专利权的，委托人可以免费实施该专利。

Article 339 Right to Patent Application in Commissioned Development Unless otherwise agreed by the parties, the right to apply for patent on the invention/innovation resulting from a commissioned development belongs to the developer. Where the developer is granted a patent, the commissioning party may exploit such patent free of charge.

研究开发人转让专利申请权的，委托人享有以同等条件优先受让的权利。

Where the developer is to assign the right to apply for patent on the invention/innovation resulting from the commissioned development, the commissioning party has the right of first refusal under the same conditions.

第三百四十条合作开发完成的发明创造，除当事人另有约定的以外，申请专利的权利属于合作开发的当事人共有。当事人一方转让其共有的专利申请权的，其他各方享有以同等条件优先受让的权利。

Article 340 Right to Patent Application in Cooperative Development Unless otherwise agreed by the parties, the right to apply for patent on the invention/innovation resulting from a cooperative development belongs to the parties therein jointly. Where a party is to assign its joint patent application right, the other parties have the right of first refusal under the same conditions.

合作开发的当事人一方声明放弃其共有的专利申请权的，可以由另一方单独申请或者由其他各方共同申请。申请人取得专利权的，放弃专利申请权的一方可以免费实施该专利。

Where a party in the cooperative development declares a waiver of its joint patent application right, the other party may apply by itself, or the other parties may jointly apply, as the case may be. Where a patent is granted on the invention/innovation, the party waiving its patent application right may exploit such patent free of charge.

合作开发的当事人一方不同意申请专利的，另一方或者其他各方不得申请专利。

If a party in the cooperative development does not consent to the application for patent, the other party or parties may not apply for patent.

第三百四十一条委托开发或者合作开发完成的技术秘密成果的使用权、转让权以及利益的分配办法，由当事人约定。没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，当事人均有使用和转让的权利，但委托开发的研究开发人不得在向委托人交付研究开发成果之前，将研究开发成果转让给第三人。

Article 341 Right to Use or Transfer Technical Secret The right to use and transfer the technical secret resulting from a commissioned or cooperative development, and the method for allocation of benefits accrued therefrom shall be prescribed by the parties. Where such matters were not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, all of the parties are entitled to use and transfer the technology, provided that the developer in a commissioned development may not transfer the technology to a third person before it delivers the technology to the commissioning party.

第三节 技术转让合同

Section Three Technology Transfer Contracts

第三百四十二条技术转让合同包括专利权转让、专利申请权转让、技术秘密转让、专利实施许可合同。

Article 342 Types of Technology Transfer Contract Technology transfer contracts include contracts for the assignment of patent, assignment of patent application right, transfer of technical secrets, and patent licensing.

技术转让合同应当采用书面形式。

A technology transfer contract shall be in writing.

第三百四十三条技术转让合同可以约定让与人和受让人实施专利或者使用技术秘密的范围，但不得限制技术竞争和技术发展。

Article 343 Limit on Scope of Implementation May Not Restrict Competition A technology transfer contract may set forth the scope of exploitation of the patent or the use of the technical secret by the transferor and the transferee, provided that it may not restrict technological competition and technological development.

第三百四十四条专利实施许可合同只在该专利权的存续期间内有效。专利权有效期限届满或者专利权被宣布无效的，专利权人不得就该专利与他人订立专利实施许可合同。

Article 344 Term of Patent Licensing Contract May Not Exceed Patent Term A patent licensing contract is only valid during the term of the patent. Where the term of the patent expires or the patent is invalidated, the patentee may not enter into a patent licensing contract with any other person in respect thereof.

第三百四十五条专利实施许可合同的让与人应当按照约定许可受让人实施专利，交付实施专利有关的技术资料，提供必要的技术指导。

Article 345 Obligations of Patent Licensor The transferor under a patent licensing contract shall, in accordance with the contract, license the patent to the transferee, deliver the technical materials related to the exploitation of the patent, and provide the necessary technical guidance.

第三百四十六条专利实施许可合同的受让人应当按照约定实施专利，不得许可约定以外的第三人实施该专利;并按照约定支付使用费。

Article 346 Obligations of Patent Licensee The transferee under a patent licensing contract shall exploit the patent in accordance with the contract and may not license the patent to any third person except as provided in the contract; and shall pay the licensing fee in accordance with the contract.

第三百四十七条技术秘密转让合同的让与人应当按照约定提供技术资料，进行技术指导，保证技术的实用性、可靠性，承担保密义务。

Article 347 Obligations of Transferor of Technical Secret The transferor under a contract for transfer of technical secret shall, in accordance with the contract, supply the technical materials, provide technical guidance, and warrant the practical applicability and reliability of the technology, and shall abide by its confidentiality obligations.

第三百四十八条技术秘密转让合同的受让人应当按照约定使用技术，支付使用费，承担保密义务。

Article 348 Obligations of Transferee of Technical Secret The transferee under a contract for transfer of technical secret shall, in accordance with the contract, use the technology, pay the licensing fee and abide by its confidentiality obligations.

第三百四十九条技术转让合同的让与人应当保证自己是所提供的技术的合法拥有者，并保证所提供的技术完整、无误、有效，能够达到约定的目标。

Article 349 Warranty of Title, Completeness, Correctness and Effectiveness The transferor under a technology transfer contract shall warrant that it is the lawful owner of the technology provided, and shall warrant that the technology provided is complete, free from error, effective, and capable of achieving the prescribed goals.

第三百五十条技术转让合同的受让人应当按照约定的范围和期限，对让与人提供的技术中尚未公开的秘密部分，承担保密义务。

Article 350 Transferee's Confidentiality Obligations The transferee under a technology transfer contract shall, to the prescribed extent and within the prescribed period, abide by its confidentiality obligations in respect of the non-public and secret portion of the technology provided by the transferor.

第三百五十一条让与人未按照约定转让技术的，应当返还部分或者全部使用费，并应当承担违约责任;实施专利或者使用技术秘密超越约定的范围的，违反约定擅自许可第三人实施该项专利或者使用该项技术秘密的，应当停止违约行为，承担违约责任;违反约定的保密义务的，应当承担违约责任。

Article 351 Transferor's Liabilities for Breach Where the transferor failed to transfer technology in accordance with the contract, it shall refund the licensing fee in part or in whole, and shall be liable for breach of contract; where the transferor exploited the patent or used the technical secret beyond the prescribed scope, or unilaterally allowed the patent to be exploited or the technical secret to be used by a third person in breach of the contract, it shall cease the breach and be liable for breach of contract; where the transferor breached any prescribed confidentiality obligation, it shall be liable for breach of contract.

第三百五十二条受让人未按照约定支付使用费的，应当补交使用费并按照约定支付违约金;不补交使用费或者支付违约金的，应当停止实施专利或者使用技术秘密，交还技术资料，承担违约责任;实施专利或者使用技术秘密超越约定的范围的，未经让与人同意擅自许可第三人实施该专利或者使用该技术秘密的，应当停止违约行为，承担违约责任;违反约定的保密义务的，应当承担违约责任。

Article 352 Transferee's Liabilities for Breach Where the transferee failed to pay the prescribed licensing fee, it shall pay the overdue licensing fee and pay liquidated damages in accordance with the contract; where it failed to pay the overdue licensing fee and liquidated damages, it shall cease exploitation of the patent or use of the technical secret, return the technical materials, and be liable for breach of contract; where the transferee exploited the patent or used the technical secret beyond the prescribed scope, or allowed the patent to be exploited or the technical secret to be used by a third person without consent by the transferor in breach of the contract, it shall cease the breach and be liable for breach of contract; where the transferee breached any prescribed confidentiality obligation, it shall be liable for breach of contract.

第三百五十三条受让人按照约定实施专利、使用技术秘密侵害他人合法权益的，由让与人承担责任，但当事人另有约定的除外。

Article 353 Transferor Liable in Case of Infringement; Exception Where the exploitation of the patent or the use of the technical secret by the transferee in accordance with the contract infringes on the lawful interests of any other person, the liability shall be borne by the transferor, except otherwise agreed by the parties.

第三百五十四条当事人可以按照互利的原则，在技术转让合同中约定实施专利、使用技术秘密后续改进的技术成果的分享办法。没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，一方后续改进的技术成果，其他各方无权分享。

Article 354 Sharing of Improvement The parties may, on the basis of mutual benefit, provide in the technology transfer contract for the method of sharing any subsequent improvement resulting from the exploitation of the patent or use of the technical secret. If such method was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, neither party is entitled to share any subsequent improvement made by the other party.

第三百五十五条法律、行政法规对技术进出口合同或者专利、专利申请合同另有规定的，依照其规定。

Article 355 Applicability of Other Laws or Administrative Regulations Where the relevant laws or administrative regulations provide otherwise in respect of technology import/export contracts or in respect of patent contracts or contracts for patent application, such provisions prevail.

第四节 技术咨询合同和技术服务合同

Section Four Technical Consulting Contracts and Technical Service Contracts

第三百五十六条技术咨询合同包括就特定技术项目提供可行性论证、技术预测、专题技术调查、分析评价报告等合同。

Article 356 Definitions of Technical Consulting and Technical Service Contracts Technical consulting contracts include contracts for provision of feasibility studies, technical forecast, specialized technical investigation, and analysis and evaluation report, etc. in respect of a particular technical project.

技术服务合同是指当事人一方以技术知识为另一方解决特定技术问题所订立的合同，不包括建设工程合同和承揽合同。

A technical service contract means a contract whereby one party solves a particular technical problem for the other party by utilizing its technical knowledge, excluding a contract for construction project or a contract of hired work.

第三百五十七条技术咨询合同的委托人应当按照约定阐明咨询的问题，提供技术背景材料及有关技术资料、数据;接受受托人的工作成果，支付报酬。

Article 357 Obligations of Client under Technical Consulting Contract The client under a technical consulting contract shall, in accordance with the contract, describe the problem on which consultancy is sought, provide the technical background information as well as related technical materials and data; and accept the work product from, and pay the remuneration to, the consultant.

第三百五十八条技术咨询合同的受托人应当按照约定的期限完成咨询报告或者解答问题;提出的咨询报告应当达到约定的要求。

Article 358 Obligations of Consultant under Technical Consulting Contract The consultant under a technical consulting contract shall complete the consulting report or answer the question within the prescribed period; the consulting report submitted shall comply with the requirements set forth in the contract.

第三百五十九条技术咨询合同的委托人未按照约定提供必要的资料和数据，影响工作进度和质量，不接受或者逾期接受工作成果的，支付的报酬不得追回，未支付的报酬应当支付。

Article 359 Remedies for Breach; Consultant Not Liable for Loss Where the client under a technical consulting contract failed to provide the necessary materials and data in accordance with the contract, thereby impairing the progress and quality of the work, or failed to accept or delayed in accepting the work product, it may not claim refund of the remuneration paid, and shall pay any unpaid remuneration.

技术咨询合同的受托人未按期提出咨询报告或者提出的咨询报告不符合约定的，应当承担减收或者免收报酬等违约责任。

Where the consultant under the technical consulting contract failed to provide the consulting report within the prescribed period or the consulting report submitted does not comply with the contract, it shall be liable for breach of contract by way of reducing or foregoing the remuneration, etc.

技术咨询合同的委托人按照受托人符合约定要求的咨询报告和意见作出决策所造成的损失，由委托人承担，但当事人另有约定的除外。

The client under a technical consulting contract shall bear the loss resulting from any decision made by it based on the complying consulting report and opinion provided by the consultant, except otherwise agreed by the parties.

第三百六十条技术服务合同的委托人应当按照约定提供工作条件，完成配合事项;接受工作成果并支付报酬。

Article 360 Obligations of Client under Technical Service Contract The client under a technical service contract shall, in accordance with the contract, provide the working conditions and complete its tasks of cooperation; accept the work product and pay the remuneration.

第三百六十一条技术服务合同的受托人应当按照约定完成服务项目，解决技术问题，保证工作质量，并传授解决技术问题的知识。

Article 361 Obligations of Service Provider under Technical Service Contract The service provider under a technical service contract shall, in accordance with the contract, complete the services, solve the technical problem, warrant the quality of its work, and communicate the knowledge for solving the technical problem.

第三百六十二条技术服务合同的委托人不履行合同义务或者履行合同义务不符合约定，影响工作进度和质量，不接受或者逾期接受工作成果的，支付的报酬不得追回，未支付的报酬应当支付。

Article 362 Remedies for Breach Where the client under a technical service contract failed to perform its contractual obligations, or rendered non-conforming performance, thereby impairing the progress and quality of the work, or failed to accept or delayed in accepting the work product, it may not claim refund of the remuneration paid, and shall pay any unpaid remuneration.

技术服务合同的受托人未按照合同约定完成服务工作的，应当承担免收报酬等违约责任。

Where the service provider under a technical service contract failed to complete services in accordance with the contract, it shall be liable for breach of contract by way of forgoing the remuneration, etc.

第三百六十三条在技术咨询合同、技术服务合同履行过程中，受托人利用委托人提供的技术资料和工作条件完成的新的技术成果，属于受托人。委托人利用受托人的工作成果完成的新的技术成果，属于委托人。当事人另有约定的，按照其约定。

Article 363 Ownership of New Technology in Connection with Technical Consulting/Service Contract In the course of performing a technical consulting contract or a technical service contract, any new technology developed by the consultant or service provider utilizing the technical materials and working conditions provided by the client belongs to the consultant or service provider. Any new technology developed by the client utilizing the work product provided by the consultant or service provider belongs to the client. However, if the parties agree otherwise in the contract, such provision prevails.

第三百六十四条法律、行政法规对技术中介合同、技术培训合同另有规定的，依照其规定。

Article 364 Technology Intermediary Service or Technical Training Where a relevant law or administrative regulation provides otherwise in respect of technology intermediary service contracts or technical training contracts, such provisions prevail.

第十九章 保管合同

Chapter Nineteen: Safekeeping Contracts

第三百六十五条保管合同是保管人保管寄存人交付的保管物，并返还该物的合同。

Article 365 Definition of Safekeeping Contract A safekeeping contract is a contract whereby the depository keeps the deposit delivered by the depositor, and eventually returns it thereto.

第三百六十六条寄存人应当按照约定向保管人支付保管费。

Article 366 Safekeeping Fee The depositor shall pay the safekeeping fee to the depository in accordance with the contract.

当事人对保管费没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，保管是无偿的。

Where the safekeeping fee was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the safekeeping is gratuitous.

第三百六十七条保管合同自保管物交付时成立，但当事人另有约定的除外。

Article 367 Formation of Safekeeping Contract A safekeeping contract is formed upon delivery of the deposit, except otherwise agreed by the parties.

第三百六十八条寄存人向保管人交付保管物的，保管人应当给付保管凭证，但另有交易习惯的除外。

Article 368 Deposit Voucher Upon the depositor's delivery of the deposit to the depository, the depository shall issue a deposit voucher thereto, except otherwise provided by the relevant usage.

第三百六十九条保管人应当妥善保管保管物。

Article 369 Place and Manner of Safekeeping The depository shall keep the deposit with due care.

当事人可以约定保管场所或者方法。除紧急情况或者为了维护寄存人利益的以外，不得擅自改变保管场所或者方法。

The parties may prescribe the place and manner of safekeeping. The place and manner of safekeeping may not be changed without authorization, except in an emergency situation or for the purpose of safeguarding the depositor's interests.

第三百七十条寄存人交付的保管物有瑕疵或者按照保管物的性质需要采取特殊保管措施的，寄存人应当将有关情况告知保管人。寄存人未告知，致使保管物受损失的，保管人不承担损害赔偿责任;保管人因此受损失的，除保管人知道或者应当知道并且未采取补救措施的以外，寄存人应当承担损害赔偿责任。

Article 370 Depositor's Obligation to Inform Where the deposit delivered by the depositor has defects or requires special safekeeping measures in light of its nature, the depositor shall inform the depository of the relevant situation. Where the depositor failed to inform, thereby causing damage to the deposit, the depository is not liable for damages; where the depository sustains any loss as a result, the depositor shall be liable for damages, except where the depository was, or should have been, aware of the situation and failed to take remedial measures.

第三百七十一条保管人不得将保管物转交第三人保管，但当事人另有约定的除外。

Article 371 Delegation of Safekeeping Prohibited Except with Prior Agreement The depository may not delegate safekeeping of the deposit to a third person, except otherwise agreed by the parties.

保管人违反前款规定，将保管物转交第三人保管，对保管物造成损失的，应当承担损害赔偿责任。

Where the depository delegated safekeeping of the deposit to a third person in violation of the previous paragraph, thereby causing damage to the deposit, the depository shall be liable for damages.

第三百七十二条保管人不得使用或者许可第三人使用保管物，但当事人另有约定的除外。

Article 372 Use of Deposit Prohibited Except with Prior Agreement The depository may not use, or allow to be used, the deposit, except otherwise agreed by the parties.

第三百七十三条第三人对保管物主张权利的，除依法对保管物采取保全或者执行的以外，保管人应当履行向寄存人返还保管物的义务。

Article 373 Depository's Obligations in Case of Third Party Claim Where a third person makes a claim on the deposit, the depository shall perform its obligation of returning the deposit to the depositor, except where an order of preservation or enforcement is carried out in respect of the deposit in accordance with the law.

第三人对保管人提起诉讼或者对保管物申请扣押的，保管人应当及时通知寄存人。

Where a third person has initiated a suit against the depository or has applied for attachment of the deposit, the depository shall timely notify the depositor.

第三百七十四条保管期间，因保管人保管不善造成保管物毁损、灭失的，保管人应当承担损害赔偿责任，但保管是无偿的，保管人证明自己没有重大过失的，不承担损害赔偿责任。

Article 374 Depository Liable in Case of Damage or Loss; Exception If the deposit was damaged or lost due to improper safekeeping by the depository during the deposit period, the depository shall be liable for damages, provided that if the safekeeping is gratuitous, and the depository has established that it was without gross negligence, it is not liable for damages.

第三百七十五条寄存人寄存货币、有价证券或者其他贵重物品的，应当向保管人声明，由保管人验收或者封存。寄存人未声明的，该物品毁损、灭失后，保管人可以按照一般物品予以赔偿。

Article 375 Depositor's Obligation to Declare Valuable Deposit Where the depositor is to deposit money, securities, or any other valuable item for safekeeping, it shall make a declaration to the depository on such item, which shall be inspected or sealed by the depository. Where the depositor failed to make such declaration, upon damage to or loss of the deposit, the depository may indemnify the depositor to the extent of the value of a regular item.

第三百七十六条寄存人可以随时领取保管物。

Article 376 Retrieval of Deposit The depositor may retrieve the deposit at any time.

当事人对保管期间没有约定或者约定不明确的，保管人可以随时要求寄存人领取保管物;约定保管期间的，保管人无特别事由，不得要求寄存人提前领取保管物。

Where a deposit period was not prescribed or clearly prescribed, the depository may require the depositor to retrieve the deposit at any time; where a deposit period was prescribed, absent special cause, the depository may not require the depositor to retrieve the deposit before the end of the deposit period.

第三百七十七条保管期间届满或者寄存人提前领取保管物的，保管人应当将原物及其孳息归还寄存人。

Article 377 Depository's Obligation to Return Deposit and Fruit At the end of the deposit period, or if the depositor retrieves the deposit before the end of the deposit period, the depository shall return the original item together with any fruit thereof to the depositor.

第三百七十八条保管人保管货币的，可以返还相同种类、数量的货币。保管其他可替代物的，可以按照约定返还相同种类、品质、数量的物品。

Article 378 Safekeeping of Fungible Items Where the depository keeps money deposit, it may return money of the same type and quantity. Where the depository keeps any other fungible item, it may return any item of the same type, quality and quantity in accordance with the contract.

第三百七十九条有偿的保管合同，寄存人应当按照约定的期限向保管人支付保管费。

Article 379 Time of Payment of Safekeeping Fee Under a safekeeping contract for value, the depositor shall pay to the depository the safekeeping fee at the prescribed time.

当事人对支付期限没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，应当在领取保管物的同时支付。

Where the time of payment of the safekeeping fee was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the safekeeping fee shall be paid at the same time the deposit is retrieved.

第三百八十条寄存人未按照约定支付保管费以及其他费用的，保管人对保管物享有留置权，但当事人另有约定的除外。

Article 380 Depository's Lien in Case of Non-payment Where the depositor fails to pay the safekeeping fee and other expenses, the depository is entitled to a possessory lien on the deposit, unless otherwise agreed by the parties.

第二十章 仓储合同

Chapter Twenty: Warehousing Contracts

第三百八十一条仓储合同是保管人储存存货人交付的仓储物，存货人支付仓储费的合同。

Article 381 Definition of Warehousing Contract A warehousing contract is a contract whereby the warehouser stores the goods delivered by the depositor, and the depositor pays the warehousing fee.

第三百八十二条仓储合同自成立时生效。

Article 382 Effectiveness of Warehousing Contract A warehousing contract becomes effective upon its formation.

第三百八十三条储存易燃、易爆、有毒、有腐蚀性、有放射性等危险物品或者易变质物品，存货人应当说明该物品的性质，提供有关资料。

Article 383 Storage of Hazardous Material Where the depositor intends to store any hazardous material which is inflammable, explosive, toxic, corrosive, or radioactive, etc., or any material susceptible to deterioration, it shall describe the nature of the goods and provide the relevant information.

存货人违反前款规定的，保管人可以拒收仓储物，也可以采取相应措施以避免损失的发生，因此产生的费用由存货人承担。

Where the depositor violates the previous paragraph, the warehouser may reject the goods and may also take the appropriate measures to prevent loss at the depositor's expense.

保管人储存易燃、易爆、有毒、有腐蚀性、有放射性等危险物品的，应当具备相应的保管条件。

Where the warehouser is to store any hazardous material which is inflammable, explosive, toxic, corrosive, or radioactive, etc., it shall be equipped with the appropriate safekeeping conditions.

第三百八十四条保管人应当按照约定对入库仓储物进行验收。保管人验收时发现入库仓储物与约定不符合的，应当及时通知存货人。保管人验收后，发生仓储物的品种、数量、质量不符合约定的，保管人应当承担损害赔偿责任。

Article 384 Inspection by Warehouser; Passing of Responsibility The warehouser shall, in accordance with the contract, conduct warehouse-in inspection of the goods. Where in the course of such inspection, the warehouser discovers any non-compliance of the goods, it shall timely notify the depositor. After inspection and acceptance by the warehouser, if any non-compliance in respect of the type, quantity or quality of the goods occurs, the warehouser shall be liable for damages.

第三百八十五条存货人交付仓储物的，保管人应当给付仓单。

Article 385 Warehouse Receipt Upon the depositor's delivery of the goods, the warehouser shall issue thereto a warehouse receipt.

第三百八十六条保管人应当在仓单上签字或者盖章。仓单包括下列事项：

Article 386 Contents of Warehouse Receipt The warehouser shall sign or seal the warehouse receipt. The warehouse receipt shall set forth the following:

(一)存货人的名称或者姓名和住所;

(i) name and domicile of the depositor;

(二)仓储物的品种、数量、质量、包装、件数和标记;

(ii) the type, quantity, quality, and packing method of the goods, and the number of packages thereof and the marks thereon;

(三)仓储物的损耗标准;

(iii) the depletion standard for the goods;

(四)储存场所;

(iv) the warehousing facility;

(五)储存期间;

(v) the warehousing period;

(六)仓储费;

(vi) the warehousing fee;

(七)仓储物已经办理保险的，其保险金额、期间以及保险人的名称;

(vii) if the goods are insured, the insured amount, term of insurance and the name of the insurer;

(八)填发人、填发地和填发日期。

(viii)the preparing and issuing person and place and date of preparation and issuance.

第三百八十七条仓单是提取仓储物的凭证。存货人或者仓单持有人在仓单上背书并经保管人签字或者盖章的，可以转让提取仓储物的权利。

Article 387 Nature and Assignability of Warehouse Receipt The warehouse receipt is the voucher for retrieving the goods. Where the depositor or holder of the warehouse receipt has endorsed the warehouse receipt and the warehouser has signed or sealed thereon, the right to retrieve the goods may be assigned.

第三百八十八条保管人根据存货人或者仓单持有人的要求，应当同意其检查仓储物或者提取样品。

Article 388 Warehouse Receipt Holder's Right to Inspect Upon request by the holder of the warehouse receipt, the warehouser shall allow him to inspect the goods or take samples therefrom.

第三百八十九条保管人对入库仓储物发现有变质或者其他损坏的，应当及时通知存货人或者仓单持有人。

Article 389 Obligation of Warehouser to Notify in Case of Damage Where the warehouser discovers that the warehoused goods are deteriorating or are otherwise damaged, it shall timely notify the depositor or holder of the warehouse receipt.

第三百九十条保管人对入库仓储物发现有变质或者其他损坏，危及其他仓储物的安全和正常保管的，应当催告存货人或者仓单持有人作出必要的处置。因情况紧急，保管人可以作出必要的处置，但事后应当将该情况及时通知存货人或者仓单持有人。

Article 390 Warehouser's Obligations and Rights in Respect of Deteriorating Goods Where the warehouser discovers that the warehoused goods are deteriorating or are otherwise damaged, thereby endangering other goods and normal safekeeping, it shall demand disposal of the goods by the depositor or the holder of the warehouse receipt as necessary. In an emergency situation, the warehouser may dispose of the goods as necessary, provided that thereafter it shall timely notify the depositor or holder of the warehouse receipt of the situation.

第三百九十一条当事人对储存期间没有约定或者约定不明确的，存货人或者仓单持有人可以随时提取仓储物，保管人也可以随时要求存货人或者仓单持有人提取仓储物，但应当给予必要的准备时间。

Article 391 Warehousing Period Where the warehousing period was not prescribed or clearly prescribed, the depositor or holder of the warehouse receipt may retrieve the goods at any time, and the warehouser may require the depositor or holder of the warehouse receipt to retrieve the goods at any time, provided that the other party shall be given the time required for preparation.

第三百九十二条储存期间届满，存货人或者仓单持有人应当凭仓单提取仓储物。

Article 392 Retrieval of Goods At the end of the warehousing period, the depositor or holder of the warehouse receipt shall retrieve the goods by presenting the warehouse receipt to the warehouser.

存货人或者仓单持有人逾期提取的，应当加收仓储费;提前提取的，不减收仓储费。

Where the depositor or holder of the warehouse receipt delays in retrieving the goods, additional warehousing fee shall be charged; where the goods are retrieved before the end of the warehousing period, the warehousing fee shall not be reduced.

第三百九十三条储存期间届满，存货人或者仓单持有人不提取仓储物的，保管人可以催告其在合理期限内提取，逾期不提取的，保管人可以提存仓储物。

Article 393 Placing Goods in Escrow in Case of Failure to Retrieve At the end of the warehousing period, if the depositor or holder of the warehouse receipt failed to retrieve the goods, the warehouser may demand retrieval within a reasonable period, and if the goods are not retrieved at the end of such period, the warehouser may place the goods in escrow.

第三百九十四条储存期间，因保管人保管不善造成仓储物毁损、灭失的，保管人应当承担损害赔偿责任。

Article 394 Warehouser's Liabilities in Case of Damage to Goods Where the goods were damaged or lost during the warehousing period due to improper safekeeping by the warehouser, it shall be liable for damages.

因仓储物的性质、包装不符合约定或者超过有效储存期造成仓储物变质、损坏的，保管人不承担损害赔偿责任。

If the goods deteriorated or were damaged due to their nature, non-conforming packing method, or storage beyond their shelf-life, the warehouser is not liable for damages.

第三百九十五条本章没有规定的，适用保管合同的有关规定。

Article 395 Provisions Governing Safekeeping Contracts Applicable A matter not provided for in this Chapter shall be governed by the relevant provision applicable to safekeeping contracts.

第二十一章 委托合同

Chapter Twenty One: Agency Appointment Contracts

第三百九十六条委托合同是委托人和受托人约定，由受托人处理委托人事务的合同。

Article 396 Definition of Agency Appointment Contract An agency appointment contract is a contract whereby the principal and the agent agree that the agent will handle the principal's affairs.

第三百九十七条委托人可以特别委托受托人处理一项或者数项事务，也可以概括委托受托人处理一切事务。

Article 397 Scope of Appointment The principal may specifically appoint the agent to handle one or more of its affairs, or generally appoint the agent to handle all of its affairs.

第三百九十八条委托人应当预付处理委托事务的费用。受托人为处理委托事务垫付的必要费用，委托人应当偿还该费用及其利息。

Article 398 Principal's Obligation to Prepay Expenses The principal shall prepay the expenses for handling the entrusted affair. Any expense necessary for handling the entrusted affair advanced by the agent shall be repaid with interest by the principal.

第三百九十九条受托人应当按照委托人的指示处理委托事务。需要变更委托人指示的，应当经委托人同意;因情况紧急，难以和委托人取得联系的，受托人应当妥善处理委托事务，但事后应当将该情况及时报告委托人。

Article 399 Agent's Obligation to Follow Instruction; Deviation from Instruction The agent shall handle the entrusted affair in accordance with the instruction of the principal. Any required deviation from the principal's instruction is subject to consent by the principal; in an emergency where the agent has difficulty contacting the principal, the agent shall properly handle the entrusted affair, provided that thereafter the agent shall timely notify the principal of the situation.

第四百条受托人应当亲自处理委托事务。经委托人同意，受托人可以转委托。转委托经同意的，委托人可以就委托事务直接指示转委托的第三人，受托人仅就第三人的选任及其对第三人的指示承担责任。转委托未经同意的，受托人应当对转委托的第三人的行为承担责任，但在紧急情况下受托人为维护委托人的利益需要转委托的除外。

Article 400 Delegation of Agency Subject to Consent; Exceptions The agent shall personally handle the entrusted affair. Subject to consent by the principal, the agent may delegate the agency to a third person. If the delegation is approved, the principal may issue instructions concerning the entrusted affair directly to the delegate, and the agent is only responsible for its selection of the delegate or its own instruction thereto. Where the agency is delegated without consent, the agent shall be liable for any act of the delegate, except in an emergency where the agent needs to delegate the agency in order to safeguard the interests of the principal.

第四百零一条受托人应当按照委托人的要求，报告委托事务的处理情况。委托合同终止时，受托人应当报告委托事务的结果。

Article 401 Agent's Obligation to Inform Upon request by the principal, the agent shall report on the progress of the entrusted affair. Upon discharge of the agency contract, the agent shall render an account of the entrusted affair.

第四百零二条受托人以自己的名义，在委托人的授权范围内与第三人订立的合同，第三人在订立合同时知道受托人与委托人之间的代理关系的，该合同直接约束委托人和第三人，但有确切证据证明该合同只约束受托人和第三人的除外。

Article 402 Agent's Act Binding on Principal; Exceptions Where the agent, acting within the scope of authority granted by the principal, entered into a contract in its own name with a third person who was aware of the agency relationship between the principal and agent, the contract is directly binding upon the principal and such third person, except where there is conclusive evidence establishing that the contract is only binding upon the agent and such third person.

第四百零三条受托人以自己的名义与第三人订立合同时，第三人不知道受托人与委托人之间的代理关系的，受托人因第三人的原因对委托人不履行义务，受托人应当向委托人披露第三人，委托人因此可以行使受托人对第三人的权利，但第三人与受托人订立合同时如果知道该委托人就不会订立合同的除外。

Article 403 Agent's Non-performance toward Principal Due to Act of Third Person; Non-performance toward Third Person Due to Act of Principal Where the agent entered into a contract in its own name with a third person who was not aware of the agency relationship between the agent and the principal, if the agent failed to perform its obligation toward the principal due to any reason attributable to such third person, the agent shall disclose the third person to the principal, allowing it to exercise the agent's rights against such third person, except where the third person would not have entered into the contract with the agent had it known the identity of the principal.

受托人因委托人的原因对第三人不履行义务，受托人应当向第三人披露委托人，第三人因此可以选择受托人或者委托人作为相对人主张其权利，但第三人不得变更选定的相对人。

Where the agent failed to perform its obligation toward the third person due to any reason attributable to the principal, the agent shall disclose the principal to the third person, allowing the third person to select in alternative either the principal or the agent as the other contract party against whom to make a claim, provided that the third person may not subsequently change its selection of the contract party.

委托人行使受托人对第三人的权利的，第三人可以向委托人主张其对受托人的抗辩。第三人选定委托人作为其相对人的，委托人可以向第三人主张其对受托人的抗辩以及受托人对第三人的抗辩。

Where the principal exercises the rights of the agent against the third person, the third person may avail itself of any defense it has against the agent. Where the third person selects the principal as the other party to the contract, the principal may avail itself of any defense it has against the agent as well as any defense the agent has against the third person.

第四百零四条受托人处理委托事务取得的财产，应当转交给委托人。

Article 404 Property Acquired by Agent Any property acquired by the agent in the course of handling the entrusted affair shall be turned over to the principal.

第四百零五条受托人完成委托事务的，委托人应当向其支付报酬。因不可归责于受托人的事由，委托合同解除或者委托事务不能完成的，委托人应当向受托人支付相应的报酬。当事人另有约定的，按照其约定。

Article 405 Remuneration to Agent Upon completion of the entrusted affair by the agent, the principal shall pay the remuneration thereto. Where the agency appointment contract is terminated or the entrusted affair is not capable of being completed due to any reason not attributable to the agent, the principal shall pay to the agent an appropriate amount of remuneration. If the parties have agreed otherwise, such agreement prevails.

第四百零六条有偿的委托合同，因受托人的过错给委托人造成损失的，委托人可以要求赔偿损失。无偿的委托合同，因受托人的故意或者重大过失给委托人造成损失的，委托人可以要求赔偿损失。

Article 406 Liability of Agent; Unauthorized Act Under an agency appointment contract for value, if the principal sustains any loss due to the fault of the agent, the principal may claim damages. Under a gratuitous agency appointment contract, if the principal sustains any loss due to the agent's intentional misconduct or gross negligence, the principal may claim damages.

受托人超越权限给委托人造成损失的，应当赔偿损失。

Where the agent acted beyond the scope of authorization, thereby causing loss to the principal, it shall pay damages.

第四百零七条受托人处理委托事务时，因不可归责于自己的事由受到损失的，可以向委托人要求赔偿损失。

Article 407 Agent Entitled to Indemnification in Case of Loss In the course of handling the entrusted affair, if the agent sustains any loss due to a reason not attributable to itself, the agent may seek indemnification from the principal.

第四百零八条委托人经受托人同意，可以在受托人之外委托第三人处理委托事务。因此给受托人造成损失的，受托人可以向委托人要求赔偿损失。

Article 408 Additional Appointment by Principal Subject to Consent Subject to consent by the agent, the principal may, in addition to appointing the agent, also appoint a third person to handle the entrusted affair. If such appointment results in loss to the agent, it may seek indemnification from the principal.

第四百零九条两个以上的受托人共同处理委托事务的，对委托人承担连带责任。

Article 409 Joint and Several Liability of Joint Agents Where two or more agents jointly handle the entrusted affair, they are jointly and severally liable to the principal.

第四百一十条委托人或者受托人可以随时解除委托合同。因解除合同给对方造成损失的，除不可归责于该当事人的事由以外，应当赔偿损失。

Article 410 Right to Terminate at Any Time Either the principal or the agent may terminate the agency appointment contract at any time. Where the other party sustains any loss due to termination of the contract, the terminating party shall indemnify the other party, unless such loss is due to a reason not attributable to the terminating party.

第四百一十一条委托人或者受托人死亡、丧失民事行为能力或者破产的，委托合同终止，但当事人另有约定或者根据委托事务的性质不宜终止的除外。

Article 411 Discharge Due to Incapacitation An agency appointment contract is discharged when either the principal or the agent is deceased or incapacitated or enters into bankruptcy, except where the parties have agreed otherwise, or where discharge is inappropriate in light of the nature of the entrusted affair.

第四百一十二条因委托人死亡、丧失民事行为能力或者破产，致使委托合同终止将损害委托人利益的，在委托人的继承人、法定代理人或者清算组织承受委托事务之前，受托人应当继续处理委托事务。

Article 412 Agent's Obligations in Case of Principal's Incapacitation Where discharge of the agency appointment contract due to the death, incapacitation or bankruptcy of the principal will harm the principal's interests, the agent shall continue to handle the entrusted affair before an heir, legal agent or liquidation team thereof takes over the entrusted affair.

第四百一十三条因受托人死亡、丧失民事行为能力或者破产，致使委托合同终止的，受托人的继承人、法定代理人或者清算组织应当及时通知委托人。因委托合同终止将损害委托人利益的，在委托人作出善后处理之前，受托人的继承人、法定代理人或者清算组织应当采取必要措施。

Article 413 Heir's Obligations in Case of Agent's Incapacitation If the agency appointment contract is discharged as a result of the death, incapacitation or bankruptcy of the agent, the heir, legal agent or liquidation team thereof shall timely notify the principal. Where discharge of the agency contract will harm the principal's interests, before the principal makes any care-taking arrangement, the heir, legal agent or liquidation team of the agent shall take the necessary measures.

第二十二章 行纪合同

Chapter Twenty Two Trading-Trust Contracts

第四百一十四条行纪合同是行纪人以自己的名义为委托人从事贸易活动，委托人支付报酬的合同。

Article 414 Definition of Trading-Trust Contract A trading-trust contract is a contract whereby the trustee-trader conducts trading activities in its own name for the trustor, and the trustor pays the remuneration.

第四百一十五条行纪人处理委托事务支出的费用，由行纪人负担，但当事人另有约定的除外。

Article 415 Expenses Borne by Trustee-trader The expenses incurred by the trustee-trader in the course of handling the entrusted affair shall be borne by the trustee-trader, except otherwise agreed by the parties.

第四百一十六条行纪人占有委托物的，应当妥善保管委托物。

Article 416 Trustee-trader's Obligation to Exercise Due Care Where the trustee-trader is in possession of the trust item, it shall keep the trust item with due care.

第四百一十七条委托物交付给行纪人时有瑕疵或者容易腐烂、变质的，经委托人同意，行纪人可以处分该物;和委托人不能及时取得联系的，行纪人可以合理处分。

Article 417 Disposal of Defective Trust Item by Trustee-trader If a trust item was defective, perishable or susceptible to deterioration at the time it was delivered to the trustee-trader, upon consent by the trustor, the trustee-trader may dispose of the item; where the trustee-trader is unable to contact the trustor in time, it may dispose of the trust item in a reasonable manner.

第四百一十八条行纪人低于委托人指定的价格卖出或者高于委托人指定的价格买入的，应当经委托人同意。未经委托人同意，行纪人补偿其差额的，该买卖对委托人发生效力。

Article 418 Pricing of Trust Item Where the trustee-trader is to sell the trust item below, or buy the trust item above, the price designated by the trustor, it shall obtain consent from the trustor. If such sale was effected without consent by the trustor, and the trustee-trader made up the deficiency on its own, it is binding on the trustor.

行纪人高于委托人指定的价格卖出或者低于委托人指定的价格买入的，可以按照约定增加报酬。没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，该利益属于委托人。

Where the trustee-trader sold the trust item above, or purchased the trust item below, the price designated by the trustor, the remuneration may be increased in accordance with the contract. Where such matter was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the benefit belongs to the trustor.

委托人对价格有特别指示的，行纪人不得违背该指示卖出或者买入。

Where the trustor gives special pricing instruction, the trustee-trader may not make any sale or purchase in contravention thereof.

第四百一十九条行纪人卖出或者买入具有市场定价的商品，除委托人有相反的意思表示的以外，行纪人自己可以作为买受人或者出卖人。

Article 419 Trustee-trader Acting as Purchaser or Seller Where the trustee-trader is to sell or purchase a commodity the price of which is fixed by the market, the trustee-trader may act as the purchaser or seller itself, unless the trustor has otherwise manifested its intention.

行纪人有前款规定情形的，仍然可以要求委托人支付报酬。

Where the trustee-trader is in a situation described in the previous paragraph, it may still require payment of remuneration from the trustor.

第四百二十条行纪人按照约定买入委托物，委托人应当及时受领。经行纪人催告，委托人无正当理由拒绝受领的，行纪人依照本法第一百零一条的规定可以提存委托物。

Article 420 Trustor's Obligation to Take Delivery; Trustee-trader's Remedies in Case of Trustor's Failure to Take Delivery Once the trustee-trader purchased the trust item in accordance with the contract, the trustor shall timely take delivery. Where after receiving demand from the trustee-trader, the trustor refuses to take delivery without cause, the trustee-trader may place the trust item in escrow in accordance with Article 101 hereof.

委托物不能卖出或者委托人撤回出卖，经行纪人催告，委托人不取回或者不处分该物的，行纪人依照本法第一百零一条的规定可以提存委托物。

Where the trust item fails to be sold or the trustor withdraws it from sale, the trustee-trader may place the trust item in escrow in accordance with Article 101 hereof if the trustor fails to retrieve or dispose of it after receiving such demand from trustee-trader.

第四百二十一条行纪人与第三人订立合同的，行纪人对该合同直接享有权利、承担义务。

Article 421 Trustee-trader's Rights and Obligations as Party to Contract with Third Person Where the trustee-trader entered into a contract with a third person, it directly enjoys the rights and assumes the obligations thereunder.

第三人不履行义务致使委托人受到损害的，行纪人应当承担损害赔偿责任，但行纪人与委托人另有约定的除外。

Where the third person failed to perform its obligations, thereby causing damage to the trustor, the trustee-trader shall be liable for damages, except otherwise agreed by the trustee-trader and the trustor.

第四百二十二条行纪人完成或者部分完成委托事务的，委托人应当向其支付相应的报酬。委托人逾期不支付报酬的，行纪人对委托物享有留置权，但当事人另有约定的除外。

Article 422 Trustee-trader's Right to Remuneration; Possessory Lien in Case of Non-payment Where the trustee-trader has completed the entrusted matter or has partially completed the entrusted matter, the trustor shall pay the appropriate remuneration thereto. Where the trustor fails to pay the remuneration within the prescribed period, the trustee-trader is entitled to a possessory lien on the trust item, except otherwise agreed by the parties.

第四百二十三条本章没有规定的，适用委托合同的有关规定。

Article 423 Provisions Governing Agency Appointment Contracts Applicable A matter not provided for in this Chapter shall be governed by the relevant provision applicable to agency appointment contracts.

第二十三章 居间合同

Chapter Twenty Three: Brokerage Contracts

第四百二十四条居间合同是居间人向委托人报告订立合同的机会或者提供订立合同的媒介服务，委托人支付报酬的合同。

Article 424 Definition of Brokerage Contract A brokerage contract is a contract whereby the broker presents to the client an opportunity for entering into a contract or provides the client with intermediary services in connection with the conclusion thereof, and the client pays the remuneration.

第四百二十五条居间人应当就有关订立合同的事项向委托人如实报告。

Article 425 Broker's Obligation to Provide True Information The broker shall provide true information concerning matters relevant to the conclusion of the proposed contract.

居间人故意隐瞒与订立合同有关的重要事实或者提供虚假情况，损害委托人利益的，不得要求支付报酬并应当承担损害赔偿责任。

Where the broker intentionally concealed any material fact or provided false information in connection with the conclusion of the proposed contract, thereby harming the client's interests, it may not require payment of any remuneration and shall be liable for damages.

第四百二十六条居间人促成合同成立的，委托人应当按照约定支付报酬。对居间人的报酬没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，根据居间人的劳务合理确定。因居间人提供订立合同的媒介服务而促成合同成立的，由该合同的当事人平均负担居间人的报酬。

Article 426 Broker Entitled to Remuneration Once the broker facilitated the formation of the proposed contract, the client shall pay the remuneration in accordance with the brokerage contract. Where remuneration to the broker was not prescribed or clearly prescribed, and cannot be determined in accordance with Article 61 hereof, it shall be reasonably fixed in light of the amount of labor expended by the broker. Where the broker facilitated the formation of the proposed contract by providing intermediary services in connection therewith, the remuneration paid to the broker shall be equally borne by parties thereto.

居间人促成合同成立的，居间活动的费用，由居间人负担。

Where the broker facilitated the formation of the proposed contract, the brokerage expenses shall be borne by itself.

第四百二十七条居间人未促成合同成立的，不得要求支付报酬，但可以要求委托人支付从事居间活动支出的必要费用。 附则

Article 427 Broker Entitled to Reimbursement in Case of Failure to Conclude Proposed Contract Where the broker failed to facilitate the formation of the proposed contract, it may not require payment of remuneration, provided that it may require the client to reimburse the necessary brokerage expenses incurred.

第四百二十八条本法自10月1日起施行，《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》、《中华人民共和国技术合同法》同时废止。

Article 428 Effectiveness; Repealing Certain Laws This Law shall take effect as from October 1, , and the Economic Contract Law of the People's Republic of China, the Foreign-related Economic Contract Law of the People's Republic of China, and the Technology Contract Law of the People's Republic of China shall be repealed simultaneously.

最高人民法院关于适用《中华人民共和国合同法》若干问题的解释(一)

The Supreme People's Court's Interpretations of Certain Issues Concerning the Application of The Contract Law of the People's Republic of China (Part One) Translated by John Jiang & Henry Liu

法释〔一九九九〕十九号一九九九年十二月一日

[Judicial Interpretations (1999) No. 19]

最高人民法院审判委员会第一千零九十次会议通过

Adopted at the 1090th Session of the Adjudication Committee of the Supreme People's Court on December 1, 1999

为了正确审理合同纠纷案件，根据《中华人民共和国合同法》(以下简称合同法)的规定，对人民法院适用合同法的有关问题作出如下解释：

Pursuant to The Contract Law of the People's Republic of China (hereinafter the “Contract Law”), and with a view to facilitating the proper adjudication of contractual disputes, we hereby promulgate the following interpretations of certain issues concerning the application of the Contract Law by People's Courts:

一、法律适用范围

I. Scope of Application of the Law

第一条合同法实施以后成立的合同发生纠纷起诉到人民法院的，适用合同法的规定;合同法实施以前成立的合同发生纠纷起诉到人民法院的，除本解释另有规定的以外，适用当时的法律规定，当时没有法律规定的，可以适用合同法的有关规定。

Clause 1 Where a suit is brought to a People's Court in respect of a dispute arising out of a contract formed after the operative date of the Contract Law, the provisions of the Contract Law shall apply; where a suit is brought to a People's Court in respect of a dispute concerning a contract formed before the operative date of the Contract Law, except otherwise provided herein, the provisions of the law in effect at the time shall apply, provided that if the law in effect at the time did not provide for such matter, the relevant provision of the Contract Law may apply.

第二条合同成立于合同法实施之前，但合同约定的履行期限跨越合同法实施之日或者履行期限在合同法实施之后，因履行合同发生的纠纷，适用合同法第四章的有关规定。

Clause 2 Where a contract was formed before the operative date of the Contract Law, but the prescribed time limit for performance extends beyond, or commences after, the operative date of the Contract Law, if a dispute arises out of its performance, the relevant provisions of Chapter Four of the Contract Law shall apply.

第三条人民法院确认合同效力时，对合同法实施以前成立的合同，适用当时的法律合同无效而适用合同法合同有效的，则适用合同法。

Clause 3 In determining the validity of a contract formed before the operative date of the Contract Law, if application of the law in effect at the time leads to its invalidation, but application of the Contract Law leads to affirmation of its validity, the People's Court shall apply the Contract Law.

第四条合同法实施以后，人民法院确认合同无效，应当以全国人大及其常委会制定的法律和国务院制定的行政法规为依据，不得以地方性法规、行政规章为依据。

Clause 4 After the Contract Law became operative, a People's Court may only invalidate a contract in accordance with laws adopted by the National People's Congress or its Standing Committee, or administrative regulations adopted by the State Council, and may not invalidate a contract in accordance with any local statutes or administrative rules.

第五条人民法院对合同法实施以前已经作出终审裁决的案件进行再审，不适用合同法。

Clause 5 Where a People's Court re-adjudicates a case on which a final judgment has been rendered, the Contract Law does not apply.

二、诉讼时效

II. Time Limit for Action

第六条技术合同争议当事人的权利受到侵害的事实发生在合同法实施之前，自当事人知道或者应当知道其权利受到侵害之日起至合同法实施之日超过一年的，人民法院不予保护;尚未超过一年的，其提起诉讼的时效期间为两年。

Clause 6 In a dispute arising out of a technology contract, where infringement of the right of a party occurred before the operative date of the Contract Law, if there was a lapse of more than one year between the date on which the party knew or should have known that its right was infringed and the operative date of the Contract Law, the People's Court will no longer enforce such right; where the lapse was less than one year, the time limit during which the party may bring a suit shall be two years.

第七条技术进出口合同争议当事人的权利受到侵害的事实发生在合同法实施之前，自当事人知道或者应当知道其权利受到侵害之日起至合同法施行之日超过两年的，人民法院不予保护;尚未超过两年的，其提起诉讼的时效期间为四年。

Clause 7 In a dispute arising out of a technology import/export contract, where infringement of the right of a party occurred before the operative date of the Contract Law, if there was a lapse of more than two years between the date on which the party knew or should have known that its right was infringed and the operative date of the Contract Law, the People's Court will no longer enforce such right; where the lapse was less than two years, the time limit during which the party may bring a suit shall be four years.

第八条合同法第五十五条规定的“一年”、第七十五条和第一百零四条第二款规定的“五年”为不变期间，不适用诉讼时效中止、中断或者延长的规定。

Clause 8 The time period of “one year” set out in Article 55, and the time period of “five years” set out in Article 75 and Paragraph 2 of Article 104 of the Contract Law are fixed, and are not subject to the rules governing the suspension, termination or extension of time limit for action.

三、合同效力

III. Validity of Contracts

第九条依照合同法第四十四条第二款的规定，法律、行政法规规定合同应当办理批准手续，或者办理批准、登记等手续才生效，在一审法庭辩论终结前当事人仍未办理批准手续的，或者仍未办理批准、登记等手续的，人民法院应当认定该合同未生效;法律、行政法规规定合同应当办理登记手续，但未规定登记后生效的，当事人未办理登记手续不影响合同的效力，合同标的物所有权及其他物权不能转移。

Clause 9 Where as set forth in Paragraph 2 of Article 44 of the Contract Law, the relevant law or administration regulation provides that the effectiveness of a certain contract is subject to completion of the relevant approval procedure, or the relevant approval and registration procedures, if before completion of court debate by the parties in the trial of first instance, the parties still fail to carry out the relevant approval procedure, or approval and registration procedures, as the case may be, the People's Court shall rule that the contract has not yet taken effect; if the relevant law or administration regulation requires that a certain contract be registered without subjecting its effectiveness to such registration, then failure to effect registration shall not impair the effectiveness of the contract, provided that such failure constitutes an impediment to the conveyance of title to, or such other real right in, the subject matter of the contract.

合同法第七十七条第二款、第八十七条、第九十六条第二款所列合同变更、转让、解除等情形，依照前款规定处理。

In the case of amendment, assignment or termination of a contract as set forth in Paragraph 2 of Article 77, Article 87, and Paragraph 2 of Article 96 of the Contract Law, the provisions of the previous Paragraph apply.

第十条当事人超越经营范围订立合同，人民法院不因此认定合同无效。但违反国家限制经营、特许经营以及法律、行政法规禁止经营规定的除外。

Clause 10 Where the parties entered into a contract the subject matter of which was outside their scope of business, the People's Court shall not invalidate the contract on such ground, except where conclusion of the contract was in violation of state restriction concerning, or licensing requirement for, a particular business sector, or in violation of any law or administrative regulation prohibiting the parties from participation in a particular business sector.

四、代位权

IV. Subrogation

第十一条债权人依照合同法第七十三条的规定提起代位权诉讼，应当符合下列条件：

Clause 11 Where an obligee is to bring a suit of subrogation pursuant to Article 73 of the Contract Law, the following conditions shall be met:

(一)债权人对债务人的债权合法;

(1) The obligee's creditor's right against the obligor is lawful;

(二)债务人怠于行使其到期债权，对债权人造成损害;

(2) The obligor's delay in exercising the creditor's right due to it has caused harm to the obligee;

(三)债务人的债权已到期;

(3) The creditor's right of the obligor is due;

(四)债务人的债权不是专属于债务人自身的债权。

(4) The creditor's right of the obligor is not exclusively personal to it.

第十二条合同法第七十三条第一款规定的专属于债务人自身的债权，是指基于扶养关系、抚养关系、赡养关系、继承关系产生的给付请求权和劳动报酬、退休金、养老金、抚恤金、安置费、人寿保险、人身伤害赔偿请求权等权利。

Clause 12 As referred to in Paragraph 1 of Article 73, a creditor's right exclusively personal to the obligor means a claim for alimony, child support, parental support or succession, or, a claim for wage, retirement pension, old age pension, death benefits, relocation allowance or life insurance, or, a personal injury claim.

第十三条合同法第七十三条规定的“债务人怠于行使其到期债权，对债权人造成损害的”，是指债务人不履行其对债权人的到期债务，又不以诉讼方式或者仲裁方式向其债务人主张其享有的具有金钱给付内容的到期债权，致使债权人的到期债权未能实现。

Clause 13 The clause “Where the obligor delayed in exercising its creditor's right against a third person that was due, thereby harming the obligee” in Article 73 of the Contract Law refers to the following circumstance: The obligor fails to render performance which is due to the obligee, and further, it has failed to enforce a creditor's right which is due to it and which involves the payment of money against an obligor either through a suit in court or through arbitration, thereby frustrating the obligee's realization of the creditor's right due to it.

次债务人(即债务人的债务人)不认为债务人有怠于行使其到期债权情况的，应当承担举证责任。

Where the secondary obligor (i.e. the obligor of the original obligor) denies that the obligor has delayed in exercising its creditor's right due to it, the secondary obligor bears the burden of proof.

第十四条债权人依照合同法第七十三条的规定提起代位权诉讼的，由被告住所地人民法院管辖。

Clause 14 Where an obligee brings a suit of subrogation pursuant to Article 73 of the Contract Law, jurisdiction shall vest in the People's Court in the place where the defendant is domiciled.

第十五条债权人向人民法院起诉债务人以后，又向同一人民法院对次债务人提起代位权诉讼，符合本解释第十三条的规定和《中华人民共和国民事诉讼法》第一百零八条规定的起诉条件的，应当立案受理;不符合本解释第十三条规定的，告知债权人向次债务人住所地人民法院另行起诉。

Clause 15 Where after bringing a suit against an obligor to a People's Court, an obligee brings a suit of subrogation against a secondary obligor to the same court, if such suit complies with the provisions of Article 13 hereof as well as the conditions for bringing a suit set forth in Article 108 of the Civil Procedural Law of the People's Republic of China, the court shall accept such suit; where such suit does not comply with Article 13 hereof, the court shall direct the obligee to bring a separate suit to the People's Court in the place where the secondary obligor is domiciled.

受理代位权诉讼的人民法院在债权人起诉债务人的诉讼裁决发生法律效力以前，应当依照《中华人民共和国民事诉讼法》第一百三十六条第(五)项的规定中止代位权诉讼。

Before judgment on the suit brought by the obligee against the obligor takes legal effect, the People's Court adjudicating the suit of subrogation against the secondary obligor shall stay such suit in accordance with Item (5) of Article 136 of the Civil Procedural Law of the People's Republic of China.

第十六条债权人以次债务人为被告向人民法院提起代位权诉讼，未将债务人列为第三人的，人民法院可以追加债务人为第三人。

Clause 16 Where in a suit of subrogation brought to a People's Court, an obligee names only the secondary obligor as the defendant without also naming the original obligor as an interested third person, the People's Court may add the original obligor as an interested third person.

两个或者两个以上债权人以同一次债务人为被告提起代位权诉讼的，人民法院可以合并审理。

Where in suits of subrogation brought separately by two or more obligees, the same secondary obligor is named as the defendant, the People's Court may combine the suits for adjudication.

第十七条在代位权诉讼中，债权人请求人民法院对次债务人的财产采取保全措施的，应当提供相应的财产担保。

Clause 17 In a suit of subrogation, if the obligee petitions the People's Court for preservative measure against the assets of the secondary obligor, it shall provide appropriate financial assurance.

第十八条在代位权诉讼中，次债务人对债务人的抗辩，可以向债权人主张。

Clause 18 In a suit of subrogation, the secondary obligor may, in respect of the obligee, avail itself of any defense it has against the original obligor.

债务人在代位权诉讼中对债权人的债权提出异议，经审查异议成立的，人民法院应当裁定驳回债权人的起诉。

In a suit of subrogation, where the obligor raises a defense against the obligee's claim, if the People's Court affirms the defense, it shall dismiss the suit brought by the obligee.

第十九条在代位权诉讼中，债权人胜诉的，诉讼费由次债务人负担，从实现的债权中优先支付。

Clause 19 In a suit of subrogation, if the obligee prevails, the court fee shall be borne by the secondary obligor, and shall be paid in priority out of the proceeds from the enforced creditor's right.

第二十条债权人向次债务人提起的代位权诉讼经人民法院审理后认定代位权成立的，由次债务人向债权人履行清偿义务，债权人与债务人、债务人与次债务人之间相应的债权债务关系即予消灭。

Clause 20 Where an obligee brings a suit of subrogation against a secondary obligor, and the People's Court affirms the subrogation, the secondary obligor shall perform the payment obligation, whereupon the respective obligee-obligor relationships between the obligee and the obligor, and between the obligor and the secondary obligor, are discharged accordingly.

第二十一条在代位权诉讼中，债权人行使代位权的请求数额超过债务人所负债务额或者超过次债务人对债务人所负债务额的，对超出部分人民法院不予支持。

Clause 21 In a suit of subrogation, where the amount in subrogation claimed by the obligee exceeds the amount owed by the obligor or the amount owed to the obligor by the secondary obligor, the People's Court shall not enforce the claim to the extent the claimed amount exceeds the actual amount.

第二十二条债务人在代位权诉讼中，对超过债权人代位请求数额的债权部分起诉次债务人的，人民法院应当告知其向有管辖权的人民法院另行起诉。

Clause 22 In a suit of subrogation, if the obligor also brings a claim against the secondary obligor for the difference between the amount owed to it and the amount in subrogation claimed by the obligee, the People's Court shall direct the obligor to bring a separate suit to the People's Court with the proper jurisdiction.

债务人的起诉符合法定条件的，人民法院应当受理;受理债务人起诉的人民法院在代位权诉讼裁决发生法律效力以前，应当依法中止。

Where such suit brought separately by the obligor meets the legally prescribed conditions, the People's Court shall accept such suit; the People's Court accepting the suit brought by the obligor shall stay such suit in accordance with the law pending the legal effectiveness of the judgment on the suit of subrogation.

五、撤销权

V. Cancellation Right

第二十三条债权人依照合同法第七十四条的规定提起撤销权诉讼的，由被告住所地人民法院管辖。

Clause 23 Where an obligee brings a suit to enforce its cancellation right pursuant to Article 74 of the Contract Law, jurisdiction shall vest in the People's Court in the place where the defendant is domiciled.

第二十四条债权人依照合同法第七十四条的规定提起撤销权诉讼时只以债务人为被告，未将受益人或者受让人列为第三人的，人民法院可以追加该受益人或者受让人为第三人。

Clause 24 If in a suit to enforce its cancellation right pursuant to Article 74 of the Contract Law, the obligee only names the obligor as the defendant without also naming the beneficiary or the assignee as an interested third person, the People's Court may add such beneficiary or assignee as an interested third person.

第二十五条债权人依照合同法第七十四条的规定提起撤销权诉讼，请求人民法院撤销债务人放弃债权或转让财产的行为，人民法院应当就债权人主张的部分进行审理，依法撤销的，该行为自始无效。

Clause 25 Where an obligee brings a suit to enforce its cancellation right pursuant to Article 74 of the Contract Law and petitions the People's Court for cancellation of the obligor's act of waiving its creditor's right or transferring its property, the People's Court shall adjudicate the case to the extent of the amount claimed by the obligee, and if the obligor's act is canceled in accordance with the law, such act is invalid ab initio.

两个或者两个以上债权人以同一债务人为被告，就同一标的提起撤销权诉讼的，人民法院可以合并审理。

Where suits on the same subject matter are filed separately by two or more obligees to enforce their respective cancellation rights, and the same obligor is named as the defendant, the People's Court may combine the suits for adjudication.

第二十六条债权人行使撤销权所支付的律师代理费、差旅费等必要费用，由债务人负担;第三人有过错的，应当适当分担。

Clause 26 The necessary expenses incurred by the obligee in enforcing its cancellation right, such as attorney's fee and travel expenses, shall be borne by the obligor; where the interested third person was also at fault, it shall share such expenses as appropriate.

六、合同转让中的第三人

VI. Interested Third Person in Case of Assignment of Contracts

第二十七条债权人转让合同权利后，债务人与受让人之间因履行合同发生纠纷诉至人民法院，债务人对债权人的权利提出抗辩的，可以将债权人列为第三人。

Clause 27 If subsequent to the obligee's assignment of its contractual right, a suit is brought to a People's Court in respect of a dispute between the obligor and the assignee which arose from the performance of the contract, and the obligor raises a defense against the contractual right of the obligee, it may name the obligee as an interested third person.

第二十八条经债权人同意，债务人转移合同义务后，受让人与债权人之间因履行合同发生纠纷诉至人民法院，受让人就债务人对债权人的权利提出抗辩的，可以将债务人列为第三人。

Clause 28 If with the consent of the obligee, the obligor has delegated its contractual obligation, and subsequently a suit is brought to a People's Court in respect of a dispute between the obligee and the delegatee which arose from the performance of the contract, and the delegatee, in defense against the obligee, avails itself of the obligor's right against the obligee, it may name the obligor as an interested third person.

第二十九条合同当事人一方经对方同意将其在合同中的权利义务一并转让给受让人，对方与受让人因履行合同发生纠纷诉至人民法院，对方就合同权利义务提出抗辩的，可以将出让方列为第三人。

Clause 29 If with the consent of the other party, a party concurrently assigned its contractual rights and delegated its contractual obligations to an assignee, and subsequently a suit is brought to a People's Court in respect of a dispute between the other party and the assignee which arose from the performance of the contract, and the other party raises a defense in respect of the rights and obligations under the contract, it may name the obligor as an interested third person.

七、请求权竞合

VII. Merger of Claims

第三十条债权人依照合同法第一百二十二条的规定向人民法院起诉时作出选择后，在一审开庭以前又变更诉讼请求的，人民法院应当准许。对方当事人提出管辖权异议，经审查异议成立的，人民法院应当驳回起诉。

Clause 30 Where at the time the obligee brought a suit to a People's Court, it made an election of claim in accordance with Article 122 of the Contract Law, and subsequently it changes its election, if the change is made before the commencement of hearing in the trial of first instance, the People's Court shall allow such change. In the event the other party objects to the jurisdiction of the court and such objection is sustained, the People's Court shall dismiss such suit.

篇2：合同法英文版

people's republic of china

法院版

general provisions

chapter 1 general provisions

chapter 2 conclusion of contracts

chapter 3 effectiveness of contracts

chapter 4 performance of contracts

chapter 5 modification and assignment of contracts

chapter 6 termination of the rights and obligations of contracts chapter 7 liability for breach of contracts

chapter 8 miscellaneous provisions

specific provisions

chapter 9 contracts for sales

chapter 10 contracts for supply and use of electricity, water, gas or heating

chapter 11 contracts for donation

chapter 12 contracts for loans

chapter 13 contracts for lease

chapter 14 contracts for financial lease

chapter 15 contracts for work

chapter 16 contracts for construction projects

chapter 17 contracts for transportation

section 1 general rules

section 2 contracts for passenger transportation

section 3 contracts for goods transportation

section 4 contracts for multi-modal transportation

chapter 18 contracts for technology

section 1 general rules

section 2 contracts for technology development

section 3 contracts for technology transfer

section 4 contracts for technical consultancy and technical service chapter 19 contracts for storage

chapter 20 contracts for warehousing

chapter 21 contracts for commission

chapter 22 contracts for brokerage

chapter 23 contracts for intermediation

supplementary provisions

article 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 their respective 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 contracts

article 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.

chapter 3 effectiveness of contracts

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 contracts

article 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 the government-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's performance.

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.

chapter 5 modification and assignment of contracts

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.

article 85 if the obligor assigns its obligations to a third party, the new obligor may claim the demur belonging to the original obligor in respect of the obligee.

article 86 if the obligor assigns its obligations to a third party, the new obligor shall assume the collateral obligations relating to the principal obligations, except that the obligations exclusively belong to the original obligor.

article 87 where the laws or administrative regulations stipulate that the assignment of rights or transfer of obligations shall go through approval or registration procedures, such provisions shall be followed.

article 88 one party to a contract may assign its rights and obligations under the contract together to a third party with the consent of the other party.

article 89 if one party to a contract assigns its rights and obligations under the contract together to a third party, the provisions of article 79, article 81 to 83, and article 85 to 87 of this law shall be applied.

article 90 if one party to a contract is merged after the contract has been concluded, the legal person or other organization established after the merger shall exercise the contract rights and perform the contract obligations.

if one party is separated after the contract has been concluded, the legal persons or other organizations thus established after the separation shall exercise the contract rights or assume the contract obligations jointly and severally.

chapter 6 termination of the rights and obligations of contracts

article 91 the rights and obligations of contracts shall be terminated under any of the following circumstances:

(1) the debt obligations have been performed in accordance with the terms of the contract;

(2) the contract has been rescinded;

(3) the debts have been offset against each other;

(4) the obligor has deposited the object according to law;

(5) the debt obligations have been exempted by the obligee;

(6) the creditor's rights and debt obligations are assumed by the same person; or

(7) other circumstances for termination as stipulated by the laws or agreed upon by the parties in the contract.

article 92 when the rights and obligations of contracts are terminated, the parties to a contract shall, abiding by the principle of good faith, perform such obligations as making a notice, providing assistance and maintaining confidentiality according to transaction practices.

article 93 a contract may be rescinded if the parties to the contract reach a consensus through consultation.

the parties to a contract may agree upon the conditions to rescind the contract by one party.

when such conditions are accompanised, the party entitled to rescind the contract may rescind it.

article 94 the parties to a contract may rescind the contract under any of the following circumstances:

(1) the purpose of the contract is not able to be realized because of force majeure;

(2) one party to the contract expresses explicitly or indicates through its acts, before the expiry of the performance period, that it will not perform the principal debt obligations;

(3) one party to the contract delays in performing the principal debt obligations and fails, after being urged, to perform them within a reasonable time period;

(4) one party to the contract delays in performing the debt obligations or commits other acts in breach of the contract so that the purpose of the contract is not able to be realized; or

(5) other circumstances as stipulated by law.

article 95 where the laws stipulate or the parties agree upon the time limit to exercise the right to rescind the contract, and no party exercises it when the time limit expires, the said right shall be extinguished.

where the law does not stipulate or the parties make no agreement upon the time limit to exercise the right to rescind the contract, and no party exercises it within a reasonable time period after being urged, the said right shall be extinguished.

article 96 one party to a contract shall make a notice to the other party if it advances to rescind the contract according to the provisions of paragraph 2, article 93 and article 94 of this law.

the contract shall be rescinded upon the arrival of the notice at the other party.

the party may, if the other party disagrees therewith, request the people's court or an arbitration institution to confirm the effectiveness of rescinding the contract.

where the laws or administrative regulations stipulate that the rescinding of a contract shall go through the formalities of approval and registration, the provisions thereof shall be followed.

article 97 if a contract has not yet been performed, its performance shall be terminated after the rescission.

if it has been performed, a party to the contract may, in light of the performance and the character of the contract, request that the original status be restored or other remedial measures be taken.

article 98 the termination of the rights and obligations of a contract may not affect the force of the settlement and clearance clauses in the contract.

article 99 where the parties to a contract have debts due mutually and the category and character of the debts are the same, any party may offset his debt against the other's one, except that the debts may not be offset according to the provisions of the laws or to the character of the contract.

any party advancing to offset the debts shall make a notice to the other party.

such notice shall be effective upon the arrival at the other party.

the offset may not be accompanied by any conditions or time limit.

article 100 where the parties to a contract have debts due mutually and the category and character of the debts are different, the debts may be offset against each other if both parties have reached a consensus through consultation.

article 101 the obligor may deposit the object if the debt obligatcons are difficult to be performed under any of the following circumstances:

(1) the obligee refuses to accept them without justified reasons;

(2) the obligee is missing;

(3) the obligee is deceased and the heir is not yet determined, or the obligee has lost his conduct capacity and the guardian is not yet determined; or

(4) other circumstances as stipulated by law.

if the object is not fit to be deposited or the deposit expenses are excessively high, the obligor may, according to law, auction or sell the object and deposit the money obtained therefrom.

article 102 after the object is deposited, the obligor shall, except that the obligee is missing, make a notice promptly to the obligee or the obligee's heir or guardian.

article 103 the risk of damage to and missing of the object after being deposited shall be borne by the obligee.

during the period of depositing, the fruits generated by the object shall belong to the obligee.

the deposit expenses shall be borne by the obligee.

article 104 the obligee may claim the deposited object at any time.

however, if the obligee is under a debt due to the obligor the deposit authorities shall refuse him to claim the deposited object at the request of the obligor, before the obligee has performed his debt obligations or provides a guaranty.

the right to claim the deposited object by the obligee shall be extinguished if it has not been exercised within 5 years as of the date of deposit.

the deposited object shall be owned by the state with deduction of the deposit expenses.

article 105 if the obligee exempts the obligor from the debt obligations wholly or in part, the whole or part of the rights and obligations of a contract shall be terminated.

article 106 if the creditor's rights and debt obligations are assumed by the same person, the rights and obligations of a contract shall be terminated, except for those involving the interests of a third party.

chapter 7 liability for breach of contracts

article 107 where one party to a contract fails to perform the contract obligations or its performance fails to satisfy the terms of the contract, the party shall bear such liabilities for breach of contract as to continue to perform its obligations, to take remedial measures, or to compensate for losses.

article 108 where one party to a contract expresses explicitly or indicates through its acts that it will not perform the contract, the other party may demand it to bear the liability for the breach of contract before the expiray of the performance period.

article 109 if one party to a contract fails to pay the price or remuneration, the other party may request it to make the payment.

article 110 where one party to a contract fails to perform the non- monetary debt or its performance of non-monetary debt fails to satisfy the terms of the contract, the other party may request it to perform it except under any of the following circumstances:

(1) it is unable to be performed in law or in fact;

(2) the object of the debt is unfit for compulsory performance or the performance expenses are excessively high; or

(3) the creditor fails to request for the performance within a reasonable time period.

article 111 if the quality fails to satisfy the terms of the contract, the breach of contract damages shall be borne according to the terms of the contract agreed upon by the parties.

if there is no agreement in the contract on the liability for breach of contract or such agreement is unclear, nor can it be determined in accordance with the provisions of article 61 of this law, the damaged party may, in light of the character of the object and the degree of losses, reasonably choose to request the other party to bear the liabilities for the breach of contract such as repairing, substituting, reworking, returning the goods, or reducing the price or remuneration.

article 112 where one party to a contract fails to perform the contract obligations or its performance fails to satisfy the terms of the contract, the party shall, after performing its obligations or taking remedial measures, compensate for the losses, if the other party suffers from other losses.

article 113 where one party to a contract fails to perform the contract obligations or its performance fails to satisfy the terms of the contract and causes losses to the other party, the amount of compensation for losses shall be equal to the losses caused by the breach of contract, including the interests receivable after the performance of the contract, provided not exceeding the probable losses caused by the breach of contract which has been foreseen or ought to be foreseen when the party in breach concludes the contract.

the business operator who commits default activities in providing to the consumer any goods or service shall be liable for paying compensation for damages in accordance with the law of the people's republic of china on the protection of consumer rights and interests.

article 114 the parties to a contract may agree that one party shall, when violating the contract, pay breach of contract damages of a certain amount in light of the breach, or may agree upon the calculating method of compensation for losses resulting from the breach of contract.

if the agreed breach of contract damages are lower than the losses caused, any party may request the people's court or an arbitration institution to increase it; if it is excessively higher than the losses caused, any party may request the people's court or an arbitration institution to make an appropriate reduction.

if the parties to a contract agree upon breach of contract damages in respect to the delay in performance, the party in breach shall perform the debt obligations after paying the breach of contract damages.

article 115 the parties to a contract may, according to the guaranty law of the people's republic of china, agree that one party pays a deposit to the other party as the guaranty for the creditor's rights.

after the debt obligations are performed by the obligor, the deposit shall be returned or offset against the price.

if the party that pays the deposit fails to perform the agreed debt obligations, it shall have no right to reclaim the deposit.

if the party that receives the deposit fails to perform the agreed debt obligations, it shall return twice the amount of the deposit.

article 116 where the parties to a contract agree on both breach of contract damages and a deposit, when one party violates the contract, the other party may choose to apply the breach of contract damages clause or the deposit clause.

article 117 in case that a contract is not able to be performed because of force majeure, the liabilities shall be exempted in part or wholly in light of the effects of force majeure, except as otherwise stipulated by law.

if the force majeure occurs after one party has delayed in performance, the liability may not be exempted.

force majeure as referred to in this law means the objective circumstances that are unforeseeable, unavoidable and insurmountable.

article 118 one party to a contract that is not able to perform the contract because of force majeure shall make a notice to the other party promptly so as to reduce the probable losses to the other party and provide evidence within a reasonable time limit.

article 119 after one party violates a contract, the other party shall take proper measures to prevent from the enlargement of losses; if the other party fails to take proper measures so that the losses are enlarged, it may not claim any compensation as to the enlarged losses.

the reasonable expenses paid by the party to prevent from the enlargement of losses shall be borne by the party in breach.

article 120 in case that both parties violate a contract, they shall bear the liabilities respectively.

article 121 one party that violates the contract because of a third party shall be liable for the breach of contract to the other party.

the disputes between the said party and the third party shall be settled according to law or their agreement.

article 122 in case that the breach of contract by one party infringes upon the other party's personal or property rights, the aggrieved party shall be entitled to choose to claim the assumption by the violating and infringing party of liabilities for breach of contract according to this law, or to claim the assumption by the violating and infringing party of liabilities for infringement according to other laws.

chapter 8 miscellaneous provisions

article 123 if there are provisions as otherwise stipulated in respect to contracts in other laws, such provisions shall be followed.

article 124 any contract which is not addressed explicitly in the specific provisions of this law or in other laws shall apply the provisions of the general provisions of this law.

the most similar provisions in the specific provisions of this law or in other laws may be applied mutatis mutandis.

article 125 with regard to disputes between the parties to a contract arising from the understanding of any clause of the contract, the true intention of such clause shall be determined according to the terms and expressions used in the contract, the contents of the relevant clauses of the contract, the purpose for concluding the contract, the transaction practices and the principle of good faith.

where two or more languages are adopted in the text of a contract and it is agreed that both texts are equally authentic, it shall be presumed that the terms and expressions in various versions have the same meaning.

in case that the terms and expressions in different versions are inconsistent, they shall be interpreted according to the purpose of the contract.

article 126 the parties to a contract involving foreign interests may choose the law applicable to the settlement of their contract disputes, except as otherwise stipulated by law.

if the parties to a contract involving foreign interests have not made a choice, the law of the country to which the contract is most closely connected shall be applied.

the contracts for chinese-foreign equity joint ventures, for chinese- foreign contractual joint ventures and for chinese-foreign cooperative exploration and development of natural resources to be performed within the territory of the people's republic of china shall apply the laws of the people's republic of china.

article 127 the departments of administration for industry and commerce and other competent departments shall, within the scope of their respective competence and functions, be responsible for supervision over and dealing with illegal acts in taking advantage of contracts to endanger and harm the state interests and public interests.

in case that a crime is constituted, criminal responsibility shall be investigated.

article 128 the parties may settle their disputes relevant to the contract through conciliation or mediation.

the parties may, if unwilling to settle their disputes through conciliation or mediation or failing in the conciliation or mediation, apply to an arbitration institution for arbitration according to their arbitration agreement.

the parties to a contract involving foreign interests may, according to their arbitration agreement, apply for arbitration to a chinese arbitration institution or other arbitration institutions.

if there is no arbitration agreement between the parties or the arbitration agreement is null and void, they may bring a lawsuit before the people's court.

the parties shall perform the court judgments, arbitration awards or mediation documents with legal effectiveness.

in case any refusal in respect to the performance, the other party may request the people's court for execution.

article 129 the time limit for action before the people's court or for arbitration before an arbitration institution regarding disputes relating to contracts for international sales of goods and contracts for technology import and export shall be four years, calculating from the date on which the party knows or ought to know the infringement on its rights.

the time limits for action before the people's court or for arbitration before an arbitration institution regarding other contracts disputes shall be in accordance with the provisions of the relevant laws.

article 130 a sales contract is a contract whereby the seller transfers the ownership of an object to the buyer and the buyer pays the price for it.

article 131 other than those as stipulated in article 12 of this law, a sales contract may also contain such clauses as package manner, inspection standards and method, method of settlement and clearance, language adopted in the contract and its authenticity.

article 132 an object to be sold shall be owned by the seller or of that the seller is entitled to dispose.

where the transfer of an object is prohibited or restricted by the laws and administrative regulations, the provisions thereof shall be followed.

article 133 the ownership of an object shall be transferred upon the delivery of the object, except as otherwise stipulated by law or agreed upon by the parties.

article 134 the parties to a sales contract may agree that the own- ership shall belong to the seller if the buyer fails to pay the price or perform other obligations.

article 135 the seller shall perform the obligation to deliver to the buyer the object or the documents to take delivery of the object, and to transfer the ownership of the object.

article 136 the seller shall, according to the terms of the contract or transaction practices, deliver to the buyer relevant documents and materials other than the documents to take delivery of the object.

article 137 when an object such as computer software with intellectual property rights is sold, the intellectual property rights of such object shall not belong to the buyer except as otherwise stipulated by law or agreed upon by the parties.

article 138 the seller shall deliver the object according to the agreed time limit.

if a time limit of delivery is agreed upon, the seller may deliver at any time within the said time limit.

article 139 where there is no agreement in the contract between the parties as to the time limit to deliver the object or such agreement is unclear, the provisions of article 61 and sub-paragraph (4), article 62 of this law shall be applied.

article 140 if an object has been possessed by the buyer before the contract is concluded, the delivery time shall be the time when the contract goes into effect.

article 141 the seller shall deliver the object according to the agreed place.

where there is no agreement in the contract between the parties as to the place to deliver the object or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the following provisions shall be applied:

(1) in case the object needs carriage, the seller shall deliver the object to the first carrier so as to hand it over to the buyer; or

(2) in case the object does not need carriage, and the seller and buyer know the place of the object when concluding the contract, the seller shall deliver the object at such place; if the place is unknown, the object shall be delivered at the business place of the seller when concluding the contract.

article 142 the risk of damage to or missing of an object shall be borne by the seller before the delivery of the object and by the buyer after the delivery, except as otherwise stipulated by law or agreed upon by the parties.

article 143 where the object cannot be delivered according to the agreed time limit due to causes of the buyer, the buyer shall bear the risk of damage to or missing of the object as of the agreed date of delivery.

article 144 where the seller sells an object delivered to a carrier for carriage and en route of carriage, the risk of damage to or missing of the object shall be borne by the buyer as of the time of establishment of the contract, except as otherwise agreed upon by the parties.

article 145 where there is no agreement in the contract between the parties as to the place of delivery or such agreement is unclear, and the object needs carriage according to the provisions of sub-paragraph (1), paragraph 2, article 141 of this law, the risk of damage to or missing of the object shall be borne by the buyer after the seller has delivered the object to the first carrier.

article 146 where the seller has put an object at the place of delivery according to the provisions of sub-paragraph (2), paragraph 2, article 141 of this law, while the buyer fails to take delivery of the object by violating the terms of the contract, the risk of damage to or missing of the object shall be borne by the buyer as of the date of breach.

article 147 the buyer's failure in delivering the documents and materials relating to the object according to the terms of the contract may not affect the risk transfer of the damage to or missing of the object.

article 148 where it is not able to realize the purpose of a contract because the quality of the object has not satisfied the quality requirements, the buyer may refuse to accept the object or may rescind the contract.

where the buyer refuses to accept the object or rescinds the contract, the seller shall bear the risk of damage to or missing of the object.

article 149 in case that the buyer bears the risk of damage to or missing of the object, the buyer's right may not be affected to claim the assumption by the seller of the liabilities for breach of contract because of the seller's performance failing to conform with the terms of the contract.

article 150 the seller shall, in respect of the object delivered, assume the obligation to guarantee that no third party may claim any right to the buyer, except as otherwise stipulated by law.

article 151 where the buyer knows or ought to know, when concluding the contract, that a third party has rights on the object to be sold, the seller may assume no obligation as stipulated in article 150 of this law.

article 152 where the buyer has conclusive evidence to demonstrate that a third party may probably claim rights on the object, the buyer may suspend to pay the corresponding price, unless the seller provides a proper guaranty.

article 153 the seller shall deliver the object according to the agreed quality requirements.

in case that the seller provides with the quality specifications concerning the object, the delivered object shall satisfy the quality requirements in such specifications.

article 154 where there is no agreement between the parties in the contract on the object quality requirements or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the provisions of sub-paragraph (1), article 62 of this law shall be applied.

article 155 where the object delivered by the seller fails to conform with the quality requirements, the buyer may claim the assumption by the seller of the liabilities for breach of contract according to the provisions of article 111 of this law.

article 156 the seller shall deliver the object in the agreed package manner.

where there is no agreement on package manner in the contract or the agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the object shall be packed in a general manner, and if no general manner, a package manner enough to protect the object shall be adopted.

article 157 the buyer shall inspect the object within the agreed inspection period after receiving the object.

in case there is no such period agreed upon in the contract, the inspection shall be made in time.

article 158 where the parties have agreed upon the inspection period in the contract, the buyer shall, within the period for inspection, make a notice to the seller that the object quantity or quality fails to conform with the terms of the contract.

if the buyer is indolent in making such a notice, it shall be deemed that the object quantity or quality has conformed with the terms of the contract.

where there is no agreement between the parties in the contract on the inspection period, the buyer shall make a notice to the seller within a reasonable time period after it finds or ought to find that the object quantity or quality fails to conform with the terms of the contract.

if the buyer fails in making a notice within such reasonable time period or within 2 years as of the date of receiving the object, it shall be deemed that the object quantity or quality has conformed with the terms of the contract.

however, if there is a quality guarantee period on the object, the said quality guarantee period shall be applied instead of the above said 2 years.

where the seller knows or ought to know the object to be supplied does not conform with the terms of the contract, the buyer may not be restricted by the time limit as stipulated in the preceding paragraph.

article 159 the buyer shall pay the price according to the agreed amount in the contract.

if there is no agreement in the contract on the price or such agreement is unclear, the provisions of article 61 and sub paragraph (2), article 62 of this law shall be applied.

article 160 the buyer shall pay the price at the agreed place.

if there is no agreement in the contract on the place of payment or the agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the buyer shall pay at the seller's business place.

however, if it is agreed that the delivery of the object or the documents to take delivery of the object is set as a prerequisite to the payment of the price, the payment shall be made at the place where the object or the documents to take delivery of the object are delivered.

article 161 the buyer shall pay the price at the agreed time.

if there is no agreement in the contract on the time of payment or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the buyer shall pay at the same time when receiving the object or the documents to take delivery of the object.

article 162 where the seller delivers excessive objects, the buyer may accept or refuse to accept the excess part.

in case the buyer accepts the excess part, the buyer shall pay for it at the price in the original contract; if he refuses to accept the excess part, the buyer shall make a notice to the seller promptly.

article 163 any fruits generated by the object before delivery shall be owned by the seller, while those generated after delivery shall be owned by the buyer.

article 164 if a contract is rescinded resulting from that the principal part of the object fails to satisfy the terms of the contract, the effectiveness of rescinding the contract shall extend to the collateral part.

where the collateral part of the object fails to satisfy the terms of the contract so that it has been rescinded, the effectiveness of its rescinding may not extend to the principal part.

article 165 where the object contains several items and one of them fails to satisfy the terms of the contract, the buyer may rescind the contract with respect to such item.

however, if its separation from other items will damage the object value obviously, the parties may rescind the contract with respect to such several items.

article 166 where the seller delivers the object in batches, if the seller fails to deliver one batch of the object or the delivery fails to satisfy the terms of the contract so that the said batch can not realize the contract purpose, the buyer may rescind the contract with respect to such batch of object.

if the seller fails to deliver one batch of object or the delivery fails to satisfy the terms of the contract so that the delivery of the subsequent batches of objects can not realize the contract purpose, the buyer may rescind the contract with respect to such batch and the subsequent batches of objects.

if the buyer has rescinded the contract with respect to one batch of object and such batch of object is indispensable to other batches of the objects, the buyer may rescind the contract with respect to the various batches of objects delivered and undelivered.

article 167 where the buyer making payment by installments fails to pay the price due and the amount unpaid accounts for one fifth of the whole price, the seller may request the buyer to pay the whole price or may rescind the contract.

where the seller rescinds the contract, the seller may request the buyer to pay for the use of such object.

article 168 the parties to a sales transaction based upon the sample shall seal up the sample, and may make specifications on the sample quality.

the object delivered by the seller shall have the same quality as the sample and the specifications.

article 169 where the buyer to a sales transaction based upon the sample does not know that the sample has a hidden defect, even if the object delivered is the same as the sample, the object delivered by the seller shall still meet the normal standards of the kind.

article 170 the parties to a sales transaction on trial use may agree on the period of trial use of the object.

if there is no agreement in the contract on such period or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, it shall be determined by the seller.

article 171 the buyer to a sales transaction on trial use may, during the period of trial use, buy the object or refuse to buy it.

upon the expiry of the period of trial use, if the buyer fails to express whether or not to buy the object, the purchase shall be deemed.

article 172 the rights and obligations of the parties to a sales transaction in the form of inviting and making tenders and the procedures therefor, shall be in accordance with the provisions of relevant laws and administrative regulations.

article 173 the rights and obligations of the parties to an auction and the procedures therefor, shall be in accordance with the provisions of relevant laws and administrative regulations.

article 174 where there is any provision on other non-gratuitous contracts in the laws, such provisions shall be followed; if no such provisions, the relevant provisions on sales contracts shall be applied mutatis mutandis.

article 175 where the parties make an agreement on a barter trade, and the ownership of the object is to be transferred, the relevant provisions on sales contracts shall be applied mutatis mutandis.

chapter 10 contracts for supply and use of electricity, water, gas or

article 176 a contract for supply and use of electricity refers to a contract whereby the supplier of electricity supplies electricity to the user of electricity, and the user pays the electric fee.

article 177 the contents of a contract for supply and use of electricity shall contain such clauses as the manner, quality, and time of supplying electricity, quantity of use, address and character of use, method of measurement, method of settlement and clearance of electricity price and fees, and the responsibility for maintaining the facilities for supply and use of electricity.

article 178 the place where a contract for supply and use of electricity is to be performed shall be agreed upon by the parties.

where there is no such agreement between the parties in the contract or such agreement is unclear, the place where the property rights of the electricity supply facilities are demarcated shall be the place of performance.

article 179 the supplier of electricity shall safely supply electricity in accordance with the standards for the supply of electricity stipulated by the state and the terms of the contract.

where the supplier of electricity fails to safely supply electricity in accordance with the standards for the supply of electricity as stipulated by the state and the terms of the contract, and causes losses to the user of electricity, it shall be liable for damages.

article 180 when the supplier of electricity needs to suspend the supply of electricity due to such reasons as planned or ad hoc inspection and repair of the facilities for supply of electricity, restriction on electricity according to law or use of electricity in violating the law on the part of the user, it shall notify the user of electricity in advance in accordance with the relevant provisions of the state.

where it suspends the supply without notifying the user in advance and causes losses to the user, the supplier of electricity shall be liable for damages.

article 181 where the supplier of electricity suspends the supply of electricity due to such reasons as natural disasters, it shall make prompt repairs in accordance with the relevant provisions of the state.

where it fails to make prompt repairs and causes losses to the user, it shall be liable for damages.

article 182 the user of electricity shall pay the electricity fees as scheduled in accordance with the relevant provisions of the state and the terms of the contract.

if the user of electricity does not pay the electricity fees within the time limit, it shall pay breach of contract damages in accordance with the terms of the contract.

if the user still does not pay the electricity fees and the breach of contract damages, the supplier may suspend the supply of electricity in accordance with the procedures stipulated by the state.

article 183 the user of electricity shall use the electricity in accordance with the relevant provisions of the state and the terms of the contract.

where the user of electricity fails to use the electricity safely according to the relevant provisions of the state and the terms of the contract and causes losses to the supplier of electricity, it shall be liable for damages.

article 184 contracts for supply and use of water, gas or heating shall apply mutatis mutandis the provisions on contracts for supply and use of electricity.

chapter 11 contracts for donation

article 185 a donation contract refers to a contract whereby the donator presents gratis its property to the donee, and the donee expresses the acception of the donation.

article 186 the donator may rescind the donation before transferring of the rights of the donated property.

where the donation contract is of such nature as for public welfare or moral obligation in providing disaster or poverty relief, or the donation contract is notarized, the provisions of the preceding paragraph shall not be applied.

article 187 if the donated property needs to go through such formalities as registration according to law, the relevant formalities shall be completed.

article 188 in case of a donation contract being of such nature as for public welfare or moral obligation in providing disaster or poverty relief, or that the donation contract is notarized, if the donator does not deliver the donated property, the donee may request for the delivery.

article 189 where, due to the deliberate intention or gross fault of the donator, destruction or losses are caused to the donated property, the donator shall be liable for damages.

article 190 the donation may be subject to collateral obligations.

where the donation is subject to collateral obligations, the donee shall perform the obligations in accordance with the terms of the contract.

article 191 where the donated property has defects, the donator shall not bear any liability.

in case of a donation subject to collateral obligations, if the donated property has defects, the donator shall bear the same liability as a seller within the limit of the collateral obligations.

where the donator does not inform of the defects intentionally or insures that there is no defect, thus causing losses to the donee, the donator shall be liable for damages.

article 192 where the donee is under any of the following circumstances, the donator may rescind the donation:

(1) seriously infringing upon the donator or his/her close relatives;

(2) not performing the obligation in respect of supporting the donator;

(3) not performing the obligation agreed upon in the donation contract.

the right of the donator to rescission shall be exercised within one year as of the date when he knows or ought to know the rescission reasons.

article 193 in case of the donee's illegal acts resulting in the death of the donator or the loss of the donator's civil of capacity conduct, the heir or statutory agent of the donator may rescind the donation.

the right to rescission of the heir or statutory agent of the donator shall be exercised within six months as of the date when he knows or ought to know the rescission reasons.

article 194 where a person having the right to rescission rescinds the donation, the person may request the donee to return the donated property.

article 195 where economic conditions of the donator is strikingly deteriorating, which seriously affects his/her production and business operations or the family life, the donator may no longer perform the donation obligation.

article 196 a loan contract refers to a contract whereby the borrower raises a loan from the lender, and repays the loan with interest thereof when it becomes due.

article 197 loan contracts shall be in written form, except as otherwise agreed upon by natural persons in respect of loans between them.

the contents of a loan contract shall contain such clauses as the category of loans, the kind of currency, the purpose of use, the amount, the interest rate, the term and the method for returning the loan.

article 198 in concluding a loan contract, the lender may require the borrower to provide a guaranty.

the guaranty shall abide by the provisions of the guaranty law of the people's republic of china.

article 199 in concluding a loan contract, the borrower shall provide with the truthful information about the business activities and financial conditions relating to the loan according to the requirements of the lender.

article 200 the interest of the loan shall not be deducted from the principal in advance.

where the interest is deducted in advance from the principal, the loan shall be repaid and the amount of the interest calculated according to the actual amount of the loan.

article 201 where the lender fails to extend the loan in accordance with the agreed date and amount and causes losses to the borrower, the lender shall compensate for the losses.

where the borrower fails to accept the loan in accordance with the agreed date and amount, the borrower shall pay the interest according to the agreed date and amoant.

article 202 the lender may inspect and supervise the use of the loan in accordance with the terms of the contract.

the borrower shall provide regularly the relevant financial statements and other materials to the lender in accordance with the terms of the contract.

article 203 where the borrower fails to use the loan in accordance with the agreed usage of the loan, the lender may cease in extending the loan, recall the loan ahead of time or rescind the contract.

article 204 loan interest rates of the financial institutions conducting loan business shall be determined according to the upper limit and lower limit of loan interest rates stipulated by the people's bank of china.

article 205 the borrower shall pay the interest in accordance with the agreed time limit.

where there is no agreement in the contract as to the time limit for payment of interest or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the interest shall be paid at the time when the loan is returned for loans under a term of less than one year; as for loans under a term of more than one year, the interest shall be paid at the time when every one full year expires, and if the remaining term is less than one year, the interest thereof shall be paid at the time when the loan is returned.

article 206 the borrower shall return the loan in accordance with the agreed time limit in the contract.

where there is no agreement in the contract as to the loan term or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the borrower may return the loan at any time, and the lender may urge the borrower to return the loan within a reasonable time limit.

article 207 where the borrower fails to return the loan in accordance with the agreed time limit, the borrower shall pay overdue interest according to the terms of the contract or the relevant provisions of the state.

article 208 where the borrower returns the loan ahead of time, except as otherwise agreed upon between the parties, the interest thereof shall be calculated according to the actual term of the loan.

article 209 the borrower may apply to the lender for an extension of the loan return term before the loan term expires.

if the lender consents, the term may be extended.

article 210 a loan contract between natural persons shall come into force as of the time when the lender extends the loan.

article 211 if there is no agreement in a loan contract between natural persons as to the payment of interest or such agreement is unclear, it shall be deemed as non-payment of interest.

if the payment of interest is agreed in a loan contract between natural persons, the loan interest rates shall not violate the provisions of the state on the restriction on loan interest rates.

article 212 a lease contract refers to a contract whereby the lessor shall deliver the leased property to the lessee for the latter's use or obtaining proceeds through the use, and the lessee pays the rent.

article 213 the contents of a lease contract shall contain such clauses as the name, quantity, purpose for use, term of the lease, rent as well as time limit and method for its payment, maintenance of the leased property.

article 214 the term of a lease may not exceed 20 years; in case of a term exceeding 20 years, the exceeding part shall be invalid.

at the expiry of the term of the lease, the parties may extend the lease contract; however, the extended term of the lease agreed upon shall not exceed 20 years as of the date of extending the contract.

article 215 where the lease term is above 6 months, the lease contract shall be in written form.

if the parties do not conclude it in written form, it shall be deemed an unfixed lease.

article 216 the lessor shall deliver the leased property to the lessee and keep it being fit for the use according to the terms of the contract during the term of the lease.

article 217 the lessee shall use the leased property in accordance with the methods agreed upon in the contract.

where there is no agreement in the contract on the methods for using the leased property or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the leased property shall be used in a manner in light of its nature.

article 218 where the lessee uses the leased property in accordance with the methods agreed upon in the contract or the nature of the leased property and causes losses to the leased property, the lessee shall not bear the liability for damages.

article 219 where the lessee uses the leased property not in accordance with the methods agreed upon in the contract or the nature of the leased property and causes losses to the leased property, the lessor may rescind the contract and claim compensation for losses.

article 220 the lessor shall perform the obligation of maintenance of the leased property, except as otherwise agreed upon by the parties.

article 221 the lessee may request the lessor to maintain and repair the leased property within a reasonable time limit when the leased property needs maintenance and repair.

where the lessor fails to perform the obligation of maintaining and repairing the leased property, the lessee may maintain it by itself, and the expenses for the maintenance shall be borne by the lessor.

where the maintenance affects the use of the leased property, the rent shall be reduced or the lease term shall be extended correspondingly.

article 222 the lessee shall keep the leased property in proper storage.

in case that improper storage causes destruction of, damage to or lost of the leased property, the lessee shall bear the liability for damages.

article 223 with the consent of the lessor, the lessee may improve or add other items to the leased property.

where the lessee improves or adds other items to the leased property without the consent of the lessor, the lessor may request the lessee to restore it to the original conditions or compensate for the losses.

article 224 with the consent of the lessor, the lessee may sublet the leased property to a third party.

in case of subletting by the lessee, the lease contract between the lessee and lessor shall continue to be effective, and the lessee shall compensate for the losses if the third party causes losses to the leased property.

where the lessee sublets the leased property without the consent of the lessor, the lessor may rescind the contract.

article 225 the proceeds gained due to possession or use of the leased property shall belong to the lessee, except as otherwise agreed upon by the parties.

article 226 the lessee shall pay the rent according to the time limit agreed upon in the contract.

where there is no agreement in the contract as to the time limit for payment or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the rent shall be paid at the expiry of the lease term if the lease term is less than one year, or shall be paid at the expiry of every one full year if the lease term is more than one year, the rest of rent shall be paid at the expiry of the lease term if the remaining lease term is less than one year.

article 227 where the lessee fails to pay or delays the payment of the rent without justified reasons, the lessor may require it to pay the rent within a reasonable time limit.

if the lessee fails to pay the rent according to the time limit, the lessor may rescind the contract.

article 228 where a third party claims rights and makes it impossible for the lessee to use or obtain proceeds from the leased property, the lessee may request a reduction of rent or not to pay the rent.

where rights are claimed by a third party, the lessee shall notify the lessor promptly.

article 229 in case of a change with regard to the ownership of the leased property, the effectiveness of the contract shall not be affected.

article 230 if the lessor sells out a leased house, it shall, within a reasonable time limit before the sale, notify the lessee and the lessee shall have the right to priority to buy the leased house on equal conditions.

article 231 if, due to causes which are not attributable to the lessee, part or all of the leased property is damaged, destroyed or lost, the lessee may request for a reduction of the rent or not to pay the rent.

if the damage to or destruction or loss of part or all of the leased property makes it impossible to realize the purpose of the contract, the lessee may rescind the contract.

article 232 where there is no agreement between the parties in the contract as to the term of the lease or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, such lease shall be considered to be an unfixed lease.

the parties may rescind the contract at any time, but the lessor shall, at the rescission of the contract, notify the lessee before a reasonable time limit.

article 233 where the leased property endangers the safety or health of the lessee, even if the lessee knows the leased property does not meet the quality requirements when concluding the contract, the lessee may rescind the contract at any time.

article 234 where the lessee is deceased during the term of a house lease, the persons who live together with the deceased may lease the house in accordance with the original lease contract.

article 235 the lessee shall return the leased property at the expiry of the lease term.

the property returned shall be in conformity with the conditions after use according to the terms of the contract or the nature of the leased property.

article 236 where the lessee continues to use the leased property after the expiry of the lease term, and the lessor does not raise objection, the original lease contract shall continue to be effective, but the lease term is not fixed.

chapter 14 contracts for financial lease

article 237 a financial lease contract refers to a contract whereby the lessor buys the leased property from the seller based on the lessee's choice of the seller and the leased property, and supplies it to the lessee for the latter's use, and the lessee pays the rent.

article 238 the contents of a financial lease contract shall contain such clauses as the title, quantity, specifications, technical performance and inspection methods of the leased property, the term of the lease, the rent composition and the time limit and kinds of currencies for payment of the rent, and the attribution of the leased property at the expiry of the lease term.

a financial lease contract shall be in written form.

article 239 with regard to the sales contract concluded by the lessor based on the lessees' choice of the seller and the leased property, the seller shall deliver the object to the lessee according to the terms of the contract, and the lessee shall enjoy the rights of a buyer relating to the received object.

article 240 the lessor, seller and lessee may agree that, where the sellor fails to perform the sales contract, the lessee shall exercise the right to claims.

where the lessee exercises the right, the lessor shall provide assistance.

article 241 the sales contract concluded by the lessor based on the lessee's choice of the seller and the leased property, shall not be modified in respect of the contents of the contract relating to the lessee without the consent of the lessee.

article 242 the lessor shall be entitled to the ownership of the leased property.

in case of bankruptcy of the lessee, the leased property does not belong to the bankrupt property.

article 243 the rent under a financial lease contract shall be determined according to the major part or whole of the cost for purchasing the leased property and reasonable profits of the lessor, except as otherwise agreed upon by the parties.

article 244 where the leased property does not conform to the terms of the contract or the purpose of its use, the lessor shall not bear any liability, except that the lessee decides on the choice of the leased property depending on the skills of the lessor or the lessor interferes with the choice of the leased property.

article 245 the lessor shall insure the lessee's possession and use of the leased property.

article 246 where the leased property causes personal injury or property damage to a third party during the period wherein the lessee possesses the leased property, the lessor does not bear liability.

article 247 the lessee shall keep the leased property in a proper storage and use it properly.

the lessee shall perform the obligation for maintenance of the leased property during the period wherein the lessee possesses the leased property.

article 248 the lessee shall pay the rent according to the terms of the contract.

if the lessee still does not pay the rent within a reasonable time limit after being urged, the lessor may request it to pay all the rent, or rescind the contract and take back the leased property.

article 249 where the parties agree in the contract that the leased property shall belong to the lessee at the expiry of the lease term, the lessee has paid the majority of the rent but is unable to pay the remaining rent, and the lessor rescinds the contract for this reason and takes back the leased property, the lessee may request the lessor to return a certain part if the value of the leased property taken back exceeds the rent and other expenses which the lessee owes to the lessor.

article 250 the lessor and lessee may agree upon the attribution of the leased property at the expiry of the lease term.

where there is no agreement in the contract as to the attribution of the leased property or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the ownership of the leased property shall belong to the lessor.

article 251 a work contract refers to a contract whereby the contractor shall, in light of the requirements of the ordering party, complete the work and deliver the results therefrom, and the ordering party pays the remuneration therefor.

work includes processing, ordering, repairing, duplicating, testing, inspecting, etc.

.

article 252 the contents of a work contract shall contain such clauses as the object, quantity, quality, remuneration and method of the work, supply of materials, term of performance, standards and method of inspection.

article 253 the contractor shall use its own equipment, technology and labour force to complete the principal part of the work, except as otherwise agreed upon by the parties.

where the contractor assigns the contracted work to a third party for completion, the contractor shall be responsible to the ordering party in respect of the work results completed by the third party.

where the assignment is without the consent by the ordering party, the ordering party may rescind the contract.

article 254 the contractor may assign some auxiliary work contracted to a third party for completion.

the contractor shall be responsible to the ordering party for the work results completed by a third party if the contractor assigns the auxiliary work to the third party.

article 255 where the contractor provides with materials, the contractor shall select and use the materials according to the terms of the contract and accept inspection by the ordering party.

article 256 where the ordering party supplies materials, the ordering party shall supply the materials according to the terms of the contract.

the contractor shall promptly inspect the materials supplied by the ordering party and, if it discovers that they do not conform to the agreement in the contract, it shall promptly notify the ordering party to replace them or supply what is lacking or take other remedial measures.

the contractor may not unilaterally replace any materials supplied by the ordering party, and may not replace the components which do not need to be repaired.

article 257 where the contractor discovers that the drawings supplied by the ordering party or the technical requirements are unreasonable, it shall promptly notify the ordering party.

if, due to the indolent reply of the ordering party and other reasons, losses are caused to the contractor, the ordering party shall be liable for making compensation.

article 258 where the ordering party changes the requirements of the contracted work midway and causes losses to the contractor, the ordering party shall be liable for making compensation.

article 259 if the contracted work needs the assistance of the ordering party, the ordering party shall have the obligation to provide assistance where the ordering party does not perform the assistance obligation and causes the contracted work unable to be completed, the contractor may urge the ordering party to perform its obligation within a reasonable time limit and may prolong the term of performance; the contractor may rescind the contract if the ordering party does not perform such obligation within the time limit.

article 260 the contractor shall, during the period of working, accept the necessary supervision over and inspection of the work by the ordering party.

the ordering party may not obstruct the contractor's normal work with the supervision and inspection.

article 261 where the contractor completes the work, it shall deliver the results of the work to the ordering party, and submit necessary technical materials and the relevant quality certificates.

the ordering party shall examine and accept the results of the work.

article 262 where the results of the work delivered by the contractor do not conform to the quality requirements, the ordering party may request the contractor to bear such liabilities for the breach of contract as repairing, reprocessing, reducing remuneration and making compensation.

article 263 the ordering party shall pay remuneration according to the time limit agreed by the parties in the contract.

where there is no agreement in the contract as to the time limit for payment of remuneration or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the ordering party shall pay it at the same time when the results of the work are delivered; where only part of the work results is delivered, the ordering party shall make corresponding payment.

article 264 where the ordering party fails to pay the remuneration or the price for the materials and etc.

, the contractor shall have the right to lien upon the results of the work, except as otherwise agreed upon by the parties.

article 265 the contractor shall keep in a proper storage the materials supplied by the ordering party and the work results completed, and the contractor shall be liable for damages if they are distroyed, damaged or lost due to improper storage.

article 266 the contractor shall maintain confidentiality according to the requirements of the ordering party and may not, without permission thereby, withhold and preserve the duplicates or technical materials.

article 267 co-contractors shall bear joint and several liability to the ordering party, except as otherwise agreed upon by the parties.

article 268 the ordering party may rescind the contract at any time, but it shall bear the liability for making compensation for losses, if the contractor suffers losses therefrom.

chapter 16 contracts for construction projects

article 269 a construction project contract refers to a contract whereby the contractor undertakes the construction of the project and the contract letting party pays the cost and remuneration.

construction project contracts include project survey contracts, project design contracts and project construction contracts.

article 270 construction project contracts shall be in written form.

article 271 the invitation and submission of tenders to a construction project shall be proceeded openly, equally and fairly according to the provisions of relevant laws.

article 272 the contract letting party may enter into a construction project contract with a general contractor, or enter into a survey contract, design contract or construction contract with a surveyor, designer or constructor respectively.

the contract letting party may not divide the construction project that should be fulfilled by one contractor into several parts so as to be finished by several contractors.

with the consent of the contract letting party, the general contractor or the contractors for survey, design or construction may assign part of the contracted work to a third party.

the third party shall assume joint and several liability to the contract letting party together with the general contractor or the contractors for survey, design or construction in respect of its work achievements.

a contractor may not assign the whole contracted project to a third party or divide the whole contracted construction project into several parts and assign them respectively to third parties in the name of subletting.

the contractors are forbidden to sublet the project to any unit not having corresponding qualifications.

the sub-contractor is forbidden to sublet its contracted work once again.

the construction of the main body of the construction project must be completed by the general contractor.

article 273 contracts for major construction projects of the state shall be concluded in accordance with the procedures prescribed by the state and the investment plans, feasibility study reports and other documents approved by the state.

article 274 the contents of a survey or design contract shall contain such clauses as the time limit for submission of the relevant basic materials and documents (including estimated budgets), the quality requirements, the expenses and other terms for cooperation.

article 275 the contents of a construction contract shall contain such clauses as the scope of the construction, time period for the construction, the time for beginning and completing the intermediate construction projects, the quality of the construction, the cost of the construction, the time for submission of technical data, the responsibility for supply of materials and equipment, the allocation of funds and settlement of accounts, the inspection and acceptance of the project upon completion, the scope for guaranteed maintenance and repair and the quality guaranty period, the mutual cooperation of the two parties.

article 276 where supervision is practised in respect of a construction project, the contract letting party shall enter into a written supervision commission contract with a supervisor.

the rights, obligations and legal liabilities of the contract letting party and the supervisor shall be in accordance with the provisions on commission contracts of this law and other relevant laws and administrative regulations.

article 277 the contract letting party may inspect the operation progress and quality at any time provided not hampering the contractor from normal operation.

article 278 before covering a project which needs to be covered, the contractor shall notify the contract letting party to inspect the project.

if the contract letting party fails to inspect it in time, the contractor may prolong the construction period, and shall have the right to request the contract letting party for compensation for losses caused by work stoppages and idling of the labour force, etc.

article 279 upon completion of a construction project, the contract letting party shall inspect and accept the projects in time according to the construction drawings and specifications as well as the construction inspection rules and quality standards issued by the state.

if qualified, the contract letting party shall pay the costs and remuneration and accept the construction project according to the terms of the contract.

a construction project may not be delivered for use until it is qualified through inspection and acceptance.

a construction project may not be delivered for use without inspection and acceptance or proved to be unqualified through inspection and acceptance.

article 280 where the quality of survey or design work is not in conformity with the requirements, or the survey or design documents are not submitted in due time, thus delaying the construction period and causing losses to the contract letting party, the surveyor or designer shall continue to complete the survey or design, reduce or do not charge the survey and design fees, and make compensation for the losses.

article 281 if, due to the causes of the constructor, the construction quality does not conform to the terms of the contract, the contract letting party shall have the right to request the constructor to repair or reconstruct within a reasonable time limit free of charge.

if such repair or reconstruction results in overdue delivery of the project, the constructor shall be liable for the breach of contract.

article 282 if, due to the causes of the contractor, personal injury and property losses have occurred within the period of reasonable use of the construction project, the contractor shall be liable for damages.

article 283 if the contract letting party has not supplied the raw materials, equipment, sites, funds or technical data according to the agreed time and requirements in the contract, the contractor may prolong the construction period and shall have the right to request for compensation for the losses caused by work stoppages and idling of the labour force, etc.

article 284 if, due to the causes of the contract letting party, a construction project pauses or is postponed in the course, the contract letting party shall adopt measures to offset or reduce the losses and compensate the contractor for losses and actual expenses incurred as a result of work stoppages, idling of the labour force, changes in transportation, transfer and move of machinery and equipment, overstocking of materials and components, etc.

article 285 if, due to modification of the plan, or inaccuracy of the data supplied or a failure in providing the necessary conditions for survey and design work according to the time limit by the contract letting party, the survey and design work has to be redone or stopped, or the design revised, the contract letting party shall pay additional expenses for the amount of work actually rendered by the surveyor or designer.

article 286 if the contract letting party fails to pay the costs and remuneration in accordance with the terms of the contract, the contractor may urge the contract letting party to pay the money within a reasonable time limit.

if the contract letting party fails to pay within the time limit, except that it is not appropriate to convert the construction project into money or auction it due to its characters, the contractor may consult with the contract letting party to convert the project into money, or apply to the people's court to auction the project according to law.

the costs and remuneration of the construction project shall be compensated in priority by the money derived from the conversion or auction.

article 287 matters not addressed in this chapter shall apply the relevant provisions on contracts for work.

chapter 17 contracts for transportation

article 288 a transportation contract refers to a contract whereby the carrier carries passengers or goods from the starting place of carriage to the agreed destination, and the passenger or the shipper or the consignee pays for the ticket-fare or freight.

article 289 a carrier engaged in public transportation may not refuse the normal and reasonable carriage request of a passenger or shipper.

article 290 a carrier shall carry the passenger or goods safely to the agreed destination within the agreed time period or within a reasonable time period.

article 291 a carrier shall carry the passenger or goods to the agreed destination via the agreed or customary carriage route.

article 292 a passenger or a shipper or a consignee shall pay for the ticket-fare or for the freight.

where a carrier has not taken the agreed route or a customary carriage route, and consequently increased the ticket-fare or the freight, the passenger or the shipper or the consignee may refuse to pay for the increased part of the ticket-fare or the freight.

section 2 contracts for passenger transportation

article 293 a passenger transportation contract shall be established at the time when the carrier delivers the ticket to the passenger except as otherwise agreed upon in the contract by the parties or there are other transaction practices.

article 294 a passenger on board shall hold a valid ticket.

a passenger on board without a ticket or exceeds the distance paid for or takes a higher class or higher berth than booked or holds an invalid ticket, shall make up the payment for an appropriate ticket.

the carrier may charge an additional payment according to the rules.

where the passenger refuses to make such a payment, the carrier may refuse to undertake the carriage.

article 295 a passenger unable to embark on the time stated on the ticket due to his/her own fault, shall go through ticket cancellation and refund for malities or ticket modification formalities within the agreed time period.

where the passenger fails to do so within the time period, the carrier may refuse to make the refund and shall no longer assume the obligation of carriage.

article 296 a passenger shall bring with him/her luggage within the agreed limit of quantity.

a passenger takes luggage exceeding the limit shall check in the luggage.

article 297 a passenger may not bring with him/her or pack in the luggage such dangerous articles as are inflammable, explosive, corrosive or radioactive as well as those that might endanger the safety of life and property on board the transportation vehicle or other contraband articles.

where a passenger violates the provisions of the preceding paragraph, the carrier may discharge the contraband articles, destroy them or hand them over to relevant departments.

where the passenger insists on bringing or packing in the luggage the contraband articles, the carrier shall refuse the carriage.

article 298 a carrier shall inform the passengers in time of the important causes which hinders the normal carriage and the matters which shall be noted for purpose of safety carriage.

article 299 a carrier shall carry passengers in conformity with the time and the carriage schedule stated on the ticket.

a carrier delaying the carriage shall arrange the passengers to take other flights or numbers, or refund the tickets as requested by the passengers.

article 300 a carrier unilaterally changing the carriage vehicle and consequently lowering the standards of service shall refund the ticket or lower the price of the ticket as requested by the passenger.

a carrier unilaterally raising the standards of service, shall not charge additional ticket-fare.

article 301 a carrier shall, during the period of carriage, render whatever help and assistance as it can to a passenger who is seriously ill, or who is giving birth to a child or whose life is at risk.

article 302 a carrier shall be liable for damages for the death of or personal injury to passengers during the period of carriage, unless the death or personal injury results from the health conditions of the passenger himself/herself, or the carrier proves that the death or personal injury is caused by the deliberate intention or gross fault of the passenger.

the preceding paragraph shall be applicable to a passenger who is exempted from buying the ticket according to relevant rules, or who is holding a preferential ticket, or who is permitted by the carrier to be on board without a ticket.

article 303 where an article that the passenger takes with him/her on board is damaged or destroyed during the period of carriage, the carrier shall be liable for the damage if it has committed fault.

where a check-in luggage of a passenger is damaged or destroyed, the relevant rules for the carriage of goods shall be applied.

section 3 contracts for goods transportation

article 304 a shipper, when handling the formalities for goods carriage, shall precisely indicate to the carrier, the title or name of the consignee or consignee by order, the name, nature, weight, amount and the place for taking delivery of the goods, and other information necessary for goods carriage.

where a carrier suffers from damage due to untrue declaration or omission of important information by the shipper, the shipper shall be liable for damages.

article 305 where such formalities as examination and approval or inspection are required for goods carriage, the shipper shall submit the documents of fulfillment of the relevant formalities to the carrier.

article 306 a shipper shall pack the goods in the agreed manner.

where there is no agreement in the contract as to the manner of packing or such agreement is unclear, the provisions of article 156 of this law shall be applied.

where a shipper violates the provisions of the preceding paragraph, the carrier may refuse to undertake the carriage.

article 307 when shipping such dangerous articles as are inflammable, explosive, corrosive or radioactive, a shipper shall appropriately pack the articles in conformity with the rules of the state governing the carriage of dangerous articles, and put on the marks and labels for dangerous articles and submit the written papers relating to the nature and measures of precaution to the carrier.

where a shipper violates the provisions of the preceding paragraph, the carrier may refuse to undertake the carriage, or take corresponding measures to avoid damage.

expenses thus caused shall be borne by the shipper.

article 308 prior to the delivery of goods to the consignee by the carrier, the shipper may request the carrier to suspend the carriage, to return the goods, to alter the destination or to deliver the goods to another consignee.

the shipper shall compensate the carrier for losses thus caused.

article 309 after the goods carriage is completed, if the carrier has the knowledge of the consignee, it shall notify the consignee promptly and the consignee shall claim the goods promptly.

where the consignee claims the goods exceeding the time limit, it shall pay to the carrier for such expenses as storage of the goods, etc.

article 310 when claiming the goods, a consignee shall inspect the goods within the agreed time limit in the contract.

where there is no agreement in the contract on the time limit or such agreement is unclear, nor can it be determined according to article 61 of this law, the consignee shall inspect the goods within a reasonable time limit.

the failure of the consignee to make any claims on the amount, damage or losses of the goods within the agreed time limit or within a reasonable time limit, shall be deemed as the preliminary evidence that the carrier has delivered the goods in conformity with the statements indicated on the carriage documents.

article 311 a carrier shall be liable for damages for the damage to or destruction of goods during the period of carriage unless the carrier proves that the damage to or destruction of goods is caused by force majeure, by inherent natural charactes of the goods, by reasonable loss, or by the fault on the part of the shipper or consignee.

article 312 the amount of damages for the damage to or destruction of the goods shall be the amount as agreed on in the contract by the parties where there is such an agreement.

where there is no such an agreement or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the market price at the place where the goods are delivered at the time of delivery or at the time when the goods should be delivered shall be applied.

where the laws or administrative regulations stipulate otherwise on the method of calculation of damages and on the ceiling of the amount of damages, those provisions shall be followed.

article 313 where more than one carriers take a connect carriage in the same manner of transportation, the carrier who concludes the contract with the shipper shall bear the liability for the entire transport.

where loss of goods occurred in a specific section, the carrier who concludes the contract with the shipper and the carrier who is responsible for the specific section shall bear joint and several liability.

article 314 where the goods are destroyed due to force majeure during the period of carriage and the freight has not been collected, the carrier may not request the payment of the freight.

where the freight has been collected, the shipper may request the refund of the freight.

article 315 where the shipper or the consignee fails to pay the freight, storage expense and other carriage expenses, the carrier is entitled to lien on the relevant carried goods except as otherwise agreed upon in the contract.

article 316 where the consignee is unclear or the consignee refuses to claim the goods without justified reasons, the carrier may have the goods deposited according to the provisions of article 101 of this law.

section 4 contracts for multi-modal transportation

article 317 a multi-modal transportation business operator shall be responsible for the performance or the organizing of performance of the multi-modal transportation contract, enjoy the rights and assume the obligations of the carrier for the entire transport.

article 318 a multi-modal transportation business operator may enter into agreements with the carriers participating in the multi-modal transportation in different sections of the transport on their respective responsibilities for different sections under the multi-modal transportation contract.

article 319 a multi-modal transportation business operator shall issue multi-modal transportation documents upon receiving the goods from the shipper.

the multi-modal transportation documents may be negotiable or non-negotiable, as requested by the shipper.

article 320 where a multi-modal transportation business operator suffers losses due to the fault of the shipper when shipping the goods, the shipper shall bear the liability for damages even if the shipper has transferred the multi-modal transportation documents to other parties.

article 321 where the damage to, destruction or loss of goods occurres in a specific section of the multi-modal transportation, the liability of the multi-modal transportation business operator for damages and the limit thereof shall be governed by the relevant laws on the specific model of transportation used in the specific section.

where the section of transportation in which the damage or destruction or loss occurred can not be identified, the liability for damages shall be governed by the provisions of this chapter.

chapter 18 contracts for technology

article 322 a technology contract refers to a contract that the parties conclude for purpose of establishing rights and obligations of the parties regarding technology development, technology transfer, technical consultancy and technical services.

article 323 the conclusion of a technology contract must facilitate the progress of science and technology, accelerate the commercialization, application and dissemination of the achievements of science and technology.

article 324 the contents of a technology contract shall be agreed upon by the parties, and shall contain the following clauses in general:

(1) title of the project;

(2) contents, scope and requirements of the targeted object;

(3) plan, schedule, time period, place, areas covered and manner of performance;

(4) maintenance of confidentiality of technical information and materials;

(5) sharing of liability for risks;

(6) ownership of technological achievements and method of sharing proceeds;

(7) standards and method of inspection and acceptance;

(8) price, remuneration or royalties and method of payment;

(9) damages for breach of contract or method for calculating the amount of compensation for losses;

(10) methods for settlement of disputes; and

(11) interpretation of technical terms and expressions.

background materials on the technology, reports on feasibility studies and technological appraisals, project descriptions and plans, technological standards, technological specifications, original designs and documents on technological processes, as well as other technology files relevant to the performance of the contract may be deemed as an integral part of the contract as agreed upon by the parties in the contract.

where a technology contract involves patents, the title of the invention or creation, the patent applicant and the patentee, the date and number of application, the patent number as well as the valid time period of patent rights shall be indicated.

article 325 the method of payment of price, remuneration or royalties in the technology contract shall be agreed upon by the parties.

the parties may agree on the method of an overall calculation and one time payment, or of an overall calculation and payment by installment.

they may also agree on the method of proportionate payment or such payment plus an advance payment of entrance fee.

where the method of proportionate payment is agreed upon in the contract, the payment may be made according to a specific proportion to the price of the product, to the increased value of output derived from exploitation of the patent or from use of the know-how, to the profit or to the sales.

they may also agree on other methods of calculation.

the proportion may be a fixed proportion, or a proportion with yearly progressive increase or decrease.

where the proportionate payment is agreed upon, the parties shall agree in the contract on the methods of checking on the relevant accounting books.

article 326 where the right to use or to transfer a job-related techn ological achievement belongs to the legal person or other organization, the legal person or other organization may conclude technology contracts with regard to the job-related technological achievement.

the legal person or other organization shall extract a certain proportion from the proceeds acquired from the use and transfer of such job-related technological achievement to reward or remunerate the individual who accomplished this technological achievement.

where a legal person other organization concludes a technology contract to transfer the job-related technological achievement, the individual who accomplished this technological achievement shall have the priority to be the transferee on equal conditions.

a job-related technological achievement refers to a technological achievement accomplished in the process of carrying out the task of the legal person, or other organization, or mainly through using the materials and technological means thereof.

article 327 the right to use or transfer a non-job-related technological achievement belongs to the individual who accomplished it.

the individual may conclude a technology contract on such non-job-related technological achievement.

article 328 an individual who has accomplished a technological achievement shall have the right to be named as such in the documents related to the technological achievement and the right to receive certificates of honor and awards.

article 329 a technology contract which monopolizes the technology or impedes the technological progress, or which infringes upon the technological achievement of others shall be null and void.

section 2 contracts for technology development

article 330 a technology development contract refers to a contract concluded between the parties for purpose of conducting research in and development of new technologies, new products, new processes and new materials as well as their systems.

technology development contracts include commissioned development contracts and cooperative development contracts.

a technology development contract shall be in writen form.

a contract concluded between the parties for purpose of application or commercialization of certain technological achievement which has potential value for industrial application shall apply the provisions concerning technology development contracts mutatis mutandis.

article 331 the commissioning party to a commissioned development contract shall pay for the research and development expenses and the remuneration, supply technological materials and original data, accomplish coordinating tasks and accept the result of research and development on time according to the terms of the contract.

article 332 the party responsible for research and development shall, according to the terms of the contract, formulate and implement a research and development plan, use the research and development budget in a reasonable way, complete the research and development on time, deliver the achievement according to the schedule, provide relevant technological materials and necessary technical guidance and assist the commissioning party in mastering the achievement of the research and development.

article 333 where the commissioning party violates the contract and causes a standstill, delay or failure in the research and development work, such party shall be liable for the breach of contract.

article 334 where the party responsible for research and development violates the contract and causes a standstill, delay or failure in the research and development work, such party shall be liable for the breach of contract.

article 335 parties to a cooperative development contract shall, make the investment according to the terms of the contract including making investment by way of technology contribution, taking part in the research and development in light of the division of labor according to the terms of the contract, and cooperating with other parties to the contract in the research and development work.

article 336 where a party to a cooperative development contract violates the contract and causes a standstill, delay or failure in the research and development work, such party shall be liable for the breach of contract.

article 337 where the targeted technology in a technology development contract has been made public by others, which makes the performance of this technology development contract meaningless, the parties may rescind the contract.

article 338 the liability for risks involved in a failure or partial failure in the research and development resulting from insurmountable technical difficulties occurring in the process of performing a technology development contract shall be agreed upon by the parties to the contract.

in the absence of such an agreement in the contract or in case of ambiguity of such agreement, nor can it be determined according to the provisions of article 61 of this law, such risk liability shall be shared reasonablely by the parties.

where one party discovers that the situation stipulated in the preceding paragraph is likely to result in a failure or partial failure in the research and development, the party shall promptly inform the other party of the situation and take appropriate measures to reduce losses.

where the party fails in making the notice and taking appropriate measures, and thus enlarging the losses, it shall be liable for the enlarged losses.

article 339 with respect to inventions and creations achieved in the performance of a commissioned development, the right to apply for a patent belongs to the party that undertakes the research and development, except as otherwise agreed upon by the parties.

where the party that undertakes the research and development is granted a patent right, the commissioning party may exploit the patent for free.

where the party undertaking the research and development transfers the right to apply for a patent, the commissioning party shall have the right to priority in acquiring such right on equal conditions.

article 340 with respect to inventions and creations in cooperative development, the right to apply for a patent shall be jointly owned by the parties who participated in the cooperative development, except as otherwise agreed upon by the parties.

where one party transfers its part of the jointly owned right to apply for a patent, the other party or parties may have the right to priority in acquiring such right on equal conditions.

where one party to the cooperative development contract declares that it renounces its part of the shared right to apply for a patent, the other party may apply for it alone or the other parties may apply for it jointly.

where a patent is granted to the applicant, the party that renounced its right to apply for a patent may exploit the patent for free.

where one party to a cooperative development contract does not agree to apply for a patent, the other party or parties may not apply for it.

article 341 the right to use or to transfer the know-how achieved in the commissioned development or cooperative development, and the method of distributing the proceeds derived shall be agreed upon by the parties in the contract.

in the absence of such agreement or in case of ambiguity of such agreement, nor can it be determined according to the provisions of article 61 of this law, either party has the right to use and transfer it.

however, the party undertaking the research and development under a commissioned development contract may not transfer the result of the research and development to a third party before delivering them to the commissioning party.

section 3 contracts for technology transfer

article 342 technology transfer contracts include contracts on patent transfer, contracts on transfer of the right to apply for a patent, contracts on transfer of know-how and contracts on the licensing of patent exploitation.

a technology transfer contract shall be in written form.

article 343 the scope of the exploitation of a patent or the use of the know-how by the transferor and the transferee may be agreed upon in a technology transfer contract provided that no restriction may be imposed on technological competition and technological development.

article 344 a contract for the licensing of patent exploitation shall be valid only within the valid period of the patent right.

once the patent right expires or it is declared as invalid, the patentee may not conclude any contract with others for licensing of the exploitation of the said patent.

article 345 the transferor of a patent exploitation licensing contract shall, according to the terms of the contract, permit the transferee to exploit the patent, submit the technological materials relevant to the exploitation of the patent and provide necessary technical guidance.

article 346 the transferee of a patent exploitation licensing contract shall exploit the patent according to the terms of the contract, and may not permit any third party other than as provided for in the contract to exploit such patent, and shall pay the royalties according to the terms of the contract.

article 347 the transferor of a know-how transfer contract shall, as agreed upon in the contract, supply technolgical materials, conduct technical guidance and ensure the practical applicability and reliability of the know-how as well as undertake the obligation of maintaining confidentiality.

article 348 the transferee of a know-how transfer contract shall use the know-how, pay the royalties and undertake the obligation of maintaining confidentiality according to the terms of the contract.

article 349 the transferor of a technology transfer contract shall guarantee that he/she is the lawful owner of the supplied technology and that the supplied technology is complete, without mistakes, effective and able to accomplish the agreed goal.

article 350 the transferee of a technology transfer contract shall, in conformity with the scope and the time period as agreed upon in the contract, assume the obligation of maintaining confidentiality for the undisclosed part of the technology supplied by the transferor.

article 351 a transferor failing to transfer the technology according to the terms of the contract, shall return part or total of the royalties and be liable for the breach of contract.

the party exploiting the patent or know-how exceeding the agreed scope, or unilaterally permit a third party to exploit the patent or use the know-how in violation of the contract, shall cease the act of breach of contract and be liable for the breach of contract.

a party violating the agreed obligation of maintaining confidentiality shall be liable for the breach of contract.

article 352 a transferee failing to pay the royalties according to the terms of the contract shall, make up such payment and pay the breach of contract damages as agreed upon.

the transferee refusing to pay the overdue royalties or the breach of contract damages, shall cease the exploitation of the patent or the use of the know-how, return the technological materials and be liable for the breach of contract.

a transferee exploiting the patent or using the know-how in a way exceeding the scope as agreed upon in the contract, or permitting a third party to exploit the patent or use the know-how without the consent of the transferor, shall cease the act of breach of contract and be liable for the breach of contract.

a transferee violating the agreed obligation for maintaining confidentiality shall be liable for the breach of contract.

article 353 where the exploitation of a patent or the use of know-how by a transferee in accordance with the terms of the contract infringes upon the legitimate rights and interests of others, the transferor shall be liable, except as otherwise agreed upon by the parties.

article 354 the parties may stipulate in a technology transfer contract, the method of sharing technological achievements obtained from the follow-up improvements made in the exploitation of a patent or the use of know-how in light of the principle of mutual benefit.

where there is no such agreement in the contract or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the other parties shall have no right to share the technological achievements made by one party in the follow-up improvement.

article 355 where the laws and administrative regulations stipulate otherwise on the technology import and export contracts, or patent contracts or contracts on application for patents, such provisions shall be followed.

section 4 contracts for technical consultancy and technical service

article 356 technical consultancy contracts include contracts whereby feasibility studies, technological forecasts, technical investigations and analytical evaluation reports shall be provided in respect of specific projects.

technical service contracts refer to contracts whereby one party undertakes to solve specific technical problems by using its technical expertise for the other party, excluding contracts for construction projects and contracts for work.

article 357 the commissioning party of a technical consultancy contract shall, as agreed upon in the contract, state clearly the questions raised for consultancy, supply technological background information and relevant technical materials and data, accept from the commissioned party the result of its work and pay the remuneration.

article 358 the commissioned party of a technical consultancy contract shall complete the consultancy report or answer the questions raised by the commissioning party according to the agreed time limit.

the consultancy report thus submitted shall meet the requirements as agreed upon in the contract.

article 359 where the commissioning party of a technical consultancy contract fails to supply the necessary materials and data according to the terms of the contract which consequently affects the progress and quality of the consultancy work, or does not accept the result of the work or accepts it beyond the time limit, the remuneration already paid may not be refunded, and the remuneration unpaid shall be paid in due amount.

where the commissioned party of a technical consultancy contract fails to submit the consultancy report on time or the report thus submitted does not meet the requirements as agreed upon in the contract, the said party shall bear such liabilities for breach of contract as reducing or waiving the remuneration, etc.

the losses resulting from decisions made by the commissioning party of a technical consultancy contract on the basis of the consultancy report and of the advice of the commissioned party that meet the requirements as agreed upon in the contract shall be borne by the commissioning party, except as otherwise agreed upon by the parties in the contract.

article 360 the commissioning party of a technical service contract shall supply the work facilities and accomplish cooperative undertakings according to the terms of the contract, and accept the result of the work and pay the remuneration.

article 361 the commissioned party of a technical service contract shall complete the services, solve the technical problems, guarantee the quality of its work and convey to the other party the knowledge on the solving of technical problems according to the terms of the contract.

article 362 where the commissioning party of a technical service contract fails to perform the contract or the performance is not in conformity with the terms of the contract, which consequently affects the progress and the quality of the work, or does not accept the result of the work or accepts it beyond the time limit, the remuneration already paid may not be refunded, and the remuneration unpaid shall be paid in due amount.

where the commissioned party fails to complete the service work in conformity with the terms of the contract, the said party shall bear such liabilities for breach of contract as waiving the remuneration, etc.

article 363 any new technological achievement accomplished by the commissioned party in the performance of a technical consultancy contract or a technical service contract using the technological materials and work facilities supplied by the commissioning party, shall belong to the commissioned party, while any new technological achievement accomplished by the commissioning party using the results of the work of the commissioned party, shall belong to the commissioning party, except as otherwise agreed upon by the parties in the contract.

article 364 where the laws and regulations stipulate otherwise on technical intermediation contracts and technical training contracts, such provisions shall be followed.

article 365 a storage contract refers to a contract whereby the safekeeping party keeps in store the article handed over by the storing party, and returns the said article.

article 366 the storing party shall, according to the terms of the contract, pay to the safekeeping party the storage fee.

where there is no agreement in the contract regarding the storage fee, or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the storage shall be for free.

article 367 a storage contract is established at the time when the article to be stored is handed over, except as otherwise agreed upon by the parties.

article 368 when the storing party hands over the article to be stored to the safekeeping party, the safekeeping party shall issue a storage certificate, except as otherwise practised in transactions.

article 369 the safekeeping party shall keep in appropriate store the articles to be stored.

the parties may agree on the site or method of storage.

the site or method of storage may not be unilaterally changed except in case of emergency or for the purpose of protecting the interests of the storing party.

article 370 where an article handed over by the storing party for storage has defects, or special measures need to be taken due to the character of the article, the storing party shall inform the safekeeping party of such macters.

where the storing party fails to inform the safekeeping party of such macters and consequently causes damage to the stored article, the safekeeping party shall not be liable for damages.

where the safekeeping party suffers losses therefrom as a consequence, the storing party shall be liable for damages, except in the event the safekeeping party knows the situation or ought to know it but fails to take any remedial measures.

article 371 the safekeeping party may not turn the article to be stored over to a third party for storage, execpt as otherwise agreed upon by the parties in the contract.

where the safekeeping party violates the provisions of the preceding paragraph and turns the article to be stored over to a third party for storage, thus causing damage to the article, the said party shall be liable for damages.

article 372 the safekeeping party may not use or permit a third party to use the stored article, except as otherwise agreed upon by the parties.

article 373 where a third party claims rights on the stored article, the safekeeping party shall perform the obligation to return the article to the storing party, except that a preservative measure or executive measure is taken according to law with regard to the stored article.

where a third party brings a lawsuit against the safekeeping party or applies for a seizure by the stored article, the safekeeping party shall promptly inform the storing party of the case.

article 374 where during the period of storage, the stored article is damaged, destroyed or lost due to improper storage by the safekeeping party, the safekeeping party shall be liable for damages.

however, where the storage is provided for free, and the safekeeping party proves that it has not acted with gross fault, it shall not be liable for damages.

article 375 a storing party depositing currency, securities or other precious articles shall, declare the case to the safekeeping party, and the safekeeping party shall inspect and seal up the article for storage.

where the storing party fails to declare as such and the article is damaged, destroyed or lost afterwards, the safekeeping party may compensate for it as it is an ordinary article.

article 376 a storing party may claim and get back the stored article at any time.

where there is no agreement between the parties in the contract as to the time period of the storage, the safekeeping party may request the storing party to get back the stored article at any time.

where there is such agreement on the time period of the storage, the safekeeping party may not request the storing party to get back the stored article before the time period expires without special causes.

article 377 on the expiry of the storage time period or when the storing party claims and gets back the article before the expiry, the safekeeping party shall return to the storing party the original article and the fruits generated therefrom.

article 378 a safekeeping party keeping in store currency may return the currency of the same kind and in the same amount.

in case of storing other replaceable articles, the safekeeping party may return to the storing party articles of the same category, quality and quantity according to the terms of the contract.

article 379 with regard to non-gratuitous storage contracts, the storing party shall pay to the safekeeping party the storage fee according to the time limit as agreed upon by the parties.

where there is no agreement as to the time limit for the payment in the contract or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the storage fee shall be paid at the same time when the stored article is claimed and taken back.

article 380 where a storing party fails to pay the storage fee and other expenses according to the terms of the contract, the safekeeping party is entitled to lien on the stored article, except as otherwise agreed upon by the parties.

chapter 20 contracts for warehousing

article 381 a warehousing contract refers to a contract whereby the safekeeping party keeps in store the goods handed over by the storing party, while the storing party pays the warehousing fee.

article 382 a warehousing contract comes into effect at the time of its establishment.

article 383 where inflammable, explosive, poisonous, corrosive, radioactive and other dangerous or perishable articles are to be kept in store, the storing party shall indicate the character of the goods and provide relevant documents and materials thereof.

where a storing party violates the provisions of the preceding paragraph, the safekeeping party may refuse to receive the goods, or may take appropriate measures to avoid losses.

the cost consequently incurred shall be borne by the storing party.

the safekeeping party shall have appropriate safekeeping facilities for the storage of inflammable, explosive, poisonous, corrosive, radioactive and other dangerous articles.

article 384 the safekeeping party shall inspect, before letting in, the warehousing goods in conformity with the terms of the contract.

a safekeeping party discovering in the inspection that the goods are not in conformity with the terms of the contract shall, inform the storing party of the case promptly.

after the inspection and acceptance by the safekeeping party, the safekeeping party shall be liable for damages if it is discovered that the category, quantity or quality of the warehousing goods are not in conformity with the terms of the contract.

article 385 upon handing over the goods by the storing party, the safekeeping party shall issue a warehouse voucher.

article 386 the safekeeping party shall sign on the warehouse voucher or affix a seal on it.

a warehouse voucher shall contain the following items:

(1) title or name and domicile of the storing party;

(2) category, quantity, quality, package, number of pieces and marks of the warehousing goods;

(3) standards of spoilage of the warehousing goods;

(4) place of storage;

(5) time period of storage;

(6) warehousing fee;

(7) where the warehousing goods have been insured, the amount and time period of the insurance and the title of the insurance company; and

(8) name of the person who issues the warehouse voucher, the place and the date of issuance.

article 387 a warehouse voucher is the certificate for claiming the warehousing goods.

the right to claim the warehousing goods may be transferred when the warehouse voucher is endorsed by the storing party or the person who holds the warehouse voucher, and signed or affixed with a seal by the safekeeping party.

article 388 at the request of the storing party or the person who holds the warehouse voucher, the safekeeping party shall permit the person to check the warehousing goods or take samples.

article 389 in the event that the safekeeping party discovers that the warehousing goods are deteriorated or otherwise damaged, the said party shall inform the storing party or the holder of the warehouse voucher of the case promptly.

article 390 in the event that the safekeeping party discovers that the letting in warehousing goods are deteriorated or otherwise damaged, thus endangering the safety and the normal storage of other warehousing goods, the said party shall notify and urge the storing party or the holder of the warehouse voucher to make necessary disposal.

in case of emergency, the safekeeping party may make the necessary disposal, but shall inform the storing party or the holder of the warehouse voucher of the case promptly afterwards.

article 391 where there is no agreement in the contract between the parties as to the time period of the storage or such agreement is unclear, the storing party or the person who holds the warehouse voucher may claim and get back the warehousing goods at any time, the safekeeping party may also at any time request the storing party to claim the warehousing goods, provided that a time period necessary for preparation shall be given.

article 392 when the storage time period expires, the storing party or the holder of the warehouse voucher shall claim and get back the warehousing goods.

where the storing party or the holder of the warehouse voucher fails to claim the goods on time, additional warehouse fee shall be paid.

where the goods are claimed before the time period expires, the warehouse storage fee shall not be reduced.

article 393 where the storing party or the holder of the warehouse voucher does not claim the warehoused goods when the time period expires, the safekeeping party may urge the holder to claim the goods within a reasonable time period.

after this additional time period expires, the safekeeping party may have the goods deposited.

article 394 if, during the time period of storage, the warehousing goods are damaged, destroyed or lost due to improper storage by the safekeeping party, the safekeeping party shall be liable for damages.

where the warehousing goods are perished or damaged due to inconformity of the character of the warehousing goods or of the packing with the terms of the contract, or the fact that the goods exceed the valid storage period, the safekeeping party shall not be liable.

article 395 matters not addressed in this chapter shall apply, the relevant provisions governing storage contracts.

chapter 21 contracts for commission

article 396 a commission contract refers to a contract whereby the principal and the agent agree that the agent shall handle the maters of the principal.

article 397 a principal may specially entrust an agent to handle one or several items of matters, or generally entrust the agent to handle all matters.

article 398 the principal shall pay the expenses for handling the entrusted matters in advance.

in case that the agent has prepaid the necessary expenses for handling the entrusted matters, the principal shall reimburse the expenses and the interest thereof.

article 399 the agent shall handle the entrusted matters according to the instruction of the principal.

where the instruction of the principal need to be modified, consent of the principal shall be obtained; in case of such emergency that it is difficult to contact the principal, the agent shall handle the entrusted matters properly and report to the principal the case promptly afterwards.

article 400 the agent shall handle the entrusted matters himself/herself.

with the consent of the principal, the agent may sub- entrust the matter.

if the sub-entrustment has obtained consent, the principal may directly give instructions to the sub-entrusted third party, and the agent shall be liable only for the selection of the third party and his own instructions to the third party.

if the sub- entrustment has not obtained the consent, the agent shall be liable for the third party's acts, except that in an emergency the sub-entrustment is necessary for the protection of the interests of the principal.

article 401 the agent shall report the handling of the entrusted matters according to the requirements of the principal.

the agent shall report the result of the entrusted matters when the commission contract is terminated.

article 402 if within the scope of the power delegated by the principal, the agent, in his/her own name, concludes a contract with a third party, and the third party knows the proxy relationship between the agent and principal at the time of concluding the contract, the contract shall directly bind the principal and the third party, unless there are conclusive evidences to prove that the said contract only binds the agent and the third party.

article 403 when an agent concludes a contract in his/her own name with a third party, and the third party does not know the proxy relationship between the agent and principal, and if the agent does not perform the obligation in respect of the principal due to causes of the third party, the agent shall disclose the third party to the principal.

the principal hence may exercise the agent's rights against the third party, except that the third party will not conclude the contract with the agent if he knows the principal at the time of concluding the contract.

if the agent does not perform the obligations in respect of the third party due to causes of the principal, the agent shall disclose the principal to the third party.

the third party hence may choose the agent or the principal as the counterpart to claim its rights, but the third party may not change the chosen counterpart.

where the principal exercise the agent's rights against the third party, the third party may claim its demur in respect of the agent against the principal.

where the third party chooses the principal as its counterpart, the principal may claim its demur in respect of the agent as well as the demur of the agent in respect of the third party against the third party.

article 404 the agent shall hand over to the principal the property obtained from handling the entrusted matters.

article 405 when the agent has finished the entrusted matters, the principal shall pay remuneration to it.

if, due to causes not attributable to the agent, the commission contract is rescinded or the entrusted matters cannot be finished, the principal shall pay the agent corresponding remuneration.

if otherwise agreed upon in the contract, the terms of the contract shall be applied.

article 406 in respect of a non-gratuitous commission contract, where the principal suffers from losses due to the fault of the agent, the principal may claim compensation for the losses.

in respect of a gratuitous commission contract, where the principal suffers from losses due to the deliberate intention or gross fault of the agent, the principal may claim compensation for the losses.

where the agent is ultra vires and causes losses to the principal, the agent shall compensate for the losses.

article 407 if, in handling the entrusted matters, the agent suffers from losses due to causes not attributable to its own, the agent may request the principal to compensate for the losses.

article 408 with the consent of the agent, the principal may entrust a third party other than the agent to handle the entrusted matters.

in respect of losses thus incurred to the agent, the agent may request the principal to compensate for the losses.

article 409 where two or more agents jointly handle the entrusted matters, they shall assume joint and several liabilities to the principal.

article 410 the principal or agent may rescind the commission contract at any time.

the party who causes losses to the other party due to the rescission of the commission contract shall, compensate for the losses, except for causes not attributable to the said party.

article 411 a commission contract shall be terminated when the decease of the principal or agent occurs, or the principal or agent loses civil capacity of conduct or goes into bankrupcy, except as otherwise agreed upon by the parties in the contract or except that it is inappropriate to terminate the contract according to the characters of the entrusted matters.

article 412 if the termination of a commission contract due to the principal's decease, loss of civil capacity of conduct or bankruptcy will harm the principal's interests, the agent shall continue to handle the entrusted matters before the principal's heir, statutory agent or liquidation group take over these matters.

article 413 if a commission contract is terminated due to the agent's decease, loss of civil capacity of conduct or bankruptcy, the agent's heir, statutory agent or liquidation group shall notify the principal promptly.

if the termination of the commission contract will harm the principal's interests, the agent's heir, statutory agent or liquidation group shall take necessary measures before the principal makes appropriate arrangements in dealing with the situation.

chapter 22 contracts for brokerage

article 414 a brokerage contract refers to a contract whereby the broker is, in his/her own name, engaged in trade activities for the benefit of the principal, and the principal pays the remuneration.

article 415 the expenses of the broker occurred in handling the entrusted matters shall be borne by the broker except as otherwise agreed upon by the parties in the contract.

article 416 when possessing the entrusted articles, the broker shall keep in appropriate store the said articles.

article 417 if the entrusted articles have defects or are perishable or deteriorative when they are delivered to the broker, the broker may dispose of these articles with the consent of the principal.

where the principal cannot be contacted in time, the broker may dispose of these articles in a reasonable manner.

article 418 where the broker sells at a lower price or buys at a higher price than the price fixed by the principal, consent shall be obtained from the principal.

without the principal's consent, the transaction shall be effective to the principal if the broker makes up the price difference.

where the broker sells at a higher price or buys at a lower price than the price fixed by the principal, remuneration may be raised according to the terms of the contract.

where there is no such agreement in the contract or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the benefits shall belong to the principal.

where the principal has special instructions on price, the broker may not buy or sell violating these instructions.

article 419 when selling or buying commodities of market fixed price, the broker may act as a buyer or seller, unless the principal expresses oppositely.

the broker may still request the principal under the circumstances stipulated in the preceding paragraph to pay the remuneration.

article 420 where the broker buys in the entrusted articles according to the terms of the contract, the principal shall accept the said articles in time.

if, after the broker's urging with a notice, the principal refuses to accept the articles without justified reasons, the broker may deposit the entrusted articles according to the provisions of article 101 of this law.

if the entrusted articles cannot be sold out or the principal revokes the sale, and the principal does not take back or dispose of the goods after the broker's urging with a notice, the broker may have the entrusted articles deposited according to the provisions of article 101 of this law.

article 421 where a contract is concluded between a broker and a third party, the broker shall directly have the rights and assume obligations under the contract.

if the third party fails in performing its obligations and causes losses to the principal, the broker shall be liable for damages, except as otherwise agreed upon by the parties.

article 422 the principal shall pay to the broker corresponding remuneration when the broker has finished the whole or part of the entrusted matters.

where the principal fails to pay the remuneration in due time, the broker shall have the right to lien on the entrusted articles, except as otherwise agreed upon by the parties.

article 423 matters not addressed in this chapter shall apply the relevant provisions governing commission contracts.

chapter 23 contracts for intermediation

article 424 an intermediation contract refers to a contract whereby the intermediator reports to the principal the opportunity for concluding a contract or provides intermediate service for concluding a contract, and the principal pays the remuneration.

article 425 the intermediator shall report truthfully to the principal the matters related to the conclusion of a contract.

where the intermediator intentionally conceals the important facts relating to the conclusion of the contract or provides false information and harms the interests of the principal, the said party may not claim the payment of remuneration and shall be liable for damages.

article 426 the principal shall pay the intermediator remuneration according to the terms of the contract if the intermediator has facilitated the establishment of the contract.

where there is no such agreement in the contract on remuneration or such agreement is unclear, nor can it be determined according to the provisions of article 61 of this law, the remuneration shall be determined reasonably according to the service rendered by the intermediator.

if the establishment of a contract has been facilitated by the intermediate service rendered by the intermediator, the remuneration shall be borne equally by the parties to the contract.

where the intermediator has facilitated the conclusion of the contract, the expenses for the intermediate service shall be borne by the intermediator.

article 427 where the intermediator fails in facilitating the conclusion of a contract, the intermediator may not request for the payment of remuneration, but may request the principal to pay the necessary expenses for the intermediate service.

article 428 this law shall come into force as of october 1st, 1999.

the economic contract law of the people's republic of china, the law of the people's republic of china on economic contracts involving foreign interests and the law of the people's republic of china on technology contracts shall be invalidated simultaneously.

篇3：中国技术合同法

目录

第一章 总则

第二章 技术合同的订立、履行、变更和解除

第三章 技术开发合同

第四章 技术转让合同

第五章 技术咨询合同和技术服务合同

第六章 技术合同争议的仲裁和诉讼

第七章 附则

第一章 总 则

第一条 为了推动科学技术的发展，促进科学技术为社会主义现代化建设服务，保障技术合同当事人的合法权益，维护技术市场秩序，制定本法。

第二条 本法适用于法人之间、法人和公民之间、公民之间就技术开发、技术转让、技术咨询和技术服务所订立的确立民事权利与义务关系的合同。但是，当事人一方是外国的企业、其他组织或者个人的合同除外。

第三条 订立技术合同，必须遵守法律、法规，有利于科学技术的进步，加速科学成果的应用和推广。

第四条 订立技术合同，应当遵循自愿平等、互利有偿和诚实信用的原则。

第五条 技术合同的内容涉及国家安全或者重大利益需要保密的，按照国家有关规定办理。

第六条 执行本单位的任务或者主要是利用本单位的物质技术条件所完成的技术成果，是职务技术成果。职务技术成果的使用权、转让权属于单位，单位有权就该项职务技术成果订立技术合同。单位应当根据使用和转让该项职务技术成果所取得的收益，对完成该项职务技术成果的个人给予奖励。

非职务技术成果的使用权、转让权属于完成技术成果的个人，完成技术成果的个人有权就该项非职务技术成果订立技术合同。就职务技术成果或者非职务技术成果申请专利和被授予专利权的，依照专利法的有关规定办理。完成技术成果的个人有在有关技术成果文件上写明自己是技术成果完成者的权利和取得荣誉证书、奖励的权利。

第七条 国务院有关主管部门和省、自治区、直辖市人民政府，根据国家利益或者社会公共利益的需要，对本系统或者管辖范围内的全民所有制单位的具有重大意义的非专利技术成果，有权决定在指定的单位中推广使用。使用单位对该项技术成果负有保密责任。使用单位应当按照双方协议支付使用费;双方不能达成协议的，由作出决定的机关确定合理的使用费。集体所有制单位或者个人的非专利技术成果，对国家利益或者社会公共利益具有重大意义，需要推广使用的，由国务院有关主管部门报国务院批准后，参照上款规定办理。

第八条 技术合同的管理机关由国务院规定。

第二章 技术合同的订立、履行、变更和解除

第九条 技术合同的订立、变更和解除采用书面形式。

第十条 技术合同自当事人在合同上签名、盖章后成立;按照国家规定需要经过有关机关批准的，自批准时起成立。

第十一条 当事人可以约定技术合同的担保。由第三者作保证人的合同，自保证人和被保证人在合同上签名、盖章后成立。

第十二条 技术合同中的价款或者报酬及其支付方式由当事人约定。

第十三条 当事人可以委托代理人订立技术合同。委托人应当向代理人出具委托书。代理人应当在委托人授权的范围内，以委托人的名义订立合同。

第十四条 为订立技术合同提供服务的中介机构，应当遵守本法有关规定，遵循诚实信用的原则，可以收取合理的费用。

第十五条 技术合同的条款由当事人约定。一般应当包括：

㈠ 项目名称;

㈡ 标的的内容、范围和要求;

㈢ 履行的计划、进度、期限、地点和方式;

㈣ 技术情报和资料的保密;

㈤ 风险责任的承担;

㈥ 技术成果的归属和分享;

㈦ 验收标准和方法;

㈧ 价款或者报酬及其支付方式;

㈨ 违约金或者损失赔偿额的计算方法;

㈩ 争议的解决办法;

(十一)名词和术语的解释。

与履行合同有关的技术背景资料、可行性论证和技术评价报告、项目任务书和计划书、技术标准、技术规范、原始设计和工艺文件，以及图纸、表格、数据和照片等，可以根据当事人的协议作为合同的组成部分。

第十六条 技术合同依法成立，即具有法律约束力，当事人应当全面履行合同约定的义务，任何一方不得擅自变更或者解除。

第十七条 当事人一方不履行技术合同或者履行合同义务不符合约定条件，即违反合同的，另一方有权要求履行或者采取补救措施，并有权要求赔偿损失。当事人一方违反合同的赔偿责任，应当相当于另一方因此所受到的损失，但是不得超过违反合同一方订立合同时应当预见到的损失。当事人可以在合同中约定，一方违反合同时，向另一方支付一定数额的违约金;也可以约定因违反合同而产生的损失赔偿额的计算方法。

因另一方违反合同受到损失的当事人，应当及时采取适当措施防止损失的扩大;没有及时采取适当措施致使损失扩大的，无权就扩大的损失要求赔偿。

第十八条 当事人都违反技术合同的，各自承担相应的责任。

第十九条 当事人一方由于上级机关的原因，不能履行技术合同义务的，应当按照合同约定向另一方赔偿损失或者采取其他补救措施，再由上级机关对它因此受到的损失负责处理。

第二十条 当事人因不可抗力不能履行技术合同的，免除其不能履行合同的责任。

篇4：中国技术合同法

㈠ 违反法律、法规或者损害国家利益、社会公共利益的;

㈡ 非法垄断技术，妨碍技术进步的;

㈢ 侵害他人合法权益的;

㈣ 采取欺诈或者胁迫手段订立的无效的合同，从订立时起就没有法律约束力。合同部分无效，不影响其余部分的效力的，其余部分仍然有效。

第二十二条 订立违反法律、法规或者损害国家利益、社会公共利益的技术合同，进行违法活动的，依法追究行政责任或者刑事责任。

第二十三条 经当事人协商一致，技术合同可以变更或经过有关机关批准的合同，其变更或者解除应当征得原批准机关的同意。

第二十四条 发生下列情况之一，致使技术合同的履行成为不必要或者不可能的，当事人一方有权通知另一方解除合同：

㈠ 另一方违反合同;

㈡ 发生不可抗力;

㈢ 作为技术开发合同标的的技术已经由他人公开。

第二十五条 技术合同的变更、解除，不影响当事人要求赔偿损失的权利。

第二十六条 在技术合同有效期内，当事人一方未经另一方同意，不得将其权利和义务的部分或者全部转让给第三方。

第三章 技术开发合同

第二十七条 技术开发合同是指当事人之间就新技术、新产品、新工艺和新材料及其系统的研究开发所订立的合同。

技术开发合同包括委托开发合同和合作开发合同。

第二十八条 委托开发合同是指当事人一方委托另一方进行研究开发所订立的合同。

委托方的主要义务是：

㈠ 按照合同约定支付研究开发经费和报酬;

㈡ 按照合同约定提供技术资料、原始数据并完成协作事项;

㈢ 按期接受研究开发成果。

研究开发方的主要义务是：

㈠ 制定和实施研究开发计划;

㈡ 合理使用研究开发经费;

㈢ 按期完成研究开发工作，交付研究开发成果，提供有关的技术资料和必要的技术指导，帮助委托方掌握研究开发成果。

第二十九条 委托方违反合同造成研究开发工作停滞、延误或者失败的，应当支付违约金或者赔偿损失。研究开发方违反合同造成研究开发工作停滞、延误的，除应当采取补救措施继续履行合同外，应当支付违约金或者赔偿损失;造成研究开发工作失败的，应当返还全部或者部分研究开发经费和报酬，支付违约金或者赔偿损失。

第三十条 合作开发合同是指当事人各方就共同进行研究开发所订立的合同。

合作开发各方的主要义务是：

㈠ 按照合同约定进行投资，包括以技术进行投资;

㈡ 按照合同约定的分工参与研究开发工作;

㈢ 与其他各方协作配合。

第三十一条 合作开发各方中，任何一方违反合同，造成研究开发工作停滞、延误或者失败的，应当支付违约金或者赔偿损失。

第三十二条 履行技术开发合同所完成的技术成果的归属分享原则是：

㈠ 委托开发所完成的发明创造，除合同另有约定的以外，申请专利的权利属于研究开发方。研究开发方取得专利权的，委托方可以免费实施该项专利。研究开发方就其发明创造转让专利申请权的，委托方可以优先受让专利申请权。

㈡ 合作开发所完成的发明创造，除合同另有约定的以外，申请专利的权利属于合作开发各方共有。一方转让其共有的专利申请权的，另一方或者其他各方可以优先受让其共有的专利申请权。合作开发各方中一方声明放弃其共有的专利申请权的，可以由另一方单独申请，或者由其他各方共同申请。发明创造被授予专利权以后，放弃专利申请权的一方可以免费实施该项专利。合作开发各方中，一方不同意申请专利的，另一方或者其他各方不得申请专利。

㈢ 委托开发或者合作开发所完成的非专利技术成果的使用权、转让权以及利益的分配办法，由当事人在合同中约定。合同没有约定的，当事人均有使用和转让的权利。但是，委托开发的研究开发方不得在向委托方交付研究开发成果之前，将研究开发成果转让给第三方。

第三十三条 在履行技术开发合同的过程中，因出现无法克服的技术困难，导致研究开发失败或者部分失败的，其风险责任由当事人在合同中约定。合同没有约定的，风险责任由当事人合理分担。

当事人一方发现前款所列可能导致研究开发失败或者部分失败的情况时，应当及时通知另一方并采取适当措施减少损失;当事人一方没有及时通知另一方并采取适当措施，致使损失扩大的，应当就扩大的损失承担责任。

第四章 技术转让合同

第三十四条 技术转让合同是指当事人就专利权转让、专利申请权转让、专利实施许可、非专利技术的转让所订立的合同。

第三十五条 技术转让合同可以约定转让方和受让方实施专利或者使用非专利技术的范围。但是，不得以合同条款限制技术竞争和技术发展。

第三十六条 订立专利权转让合同或者专利申请权转让合同，应当遵守专利法的有关规定。

第三十七条 专利实施许可合同的转让方的主要义务是：

㈠ 许可受让方在合同约定的范围内实施专利;

㈡ 交付实施专利有关的技术资料，提供必要的技术指导。

专利实施许可合同的受让方的主要义务是：

㈠ 在合同约定的范围内实施专利，并不得许可合同约定以外的第三方实施该专利;

㈡ 按照合同约定支付使用费。

第三十八条 技术转让合同涉及专利的，应当注明发明创造的名称、专利申请人和专利权人、申请日期、申请号、专利号以及专利权的有效期限。专利实施许可合同只在该项专利权的存续期间内有效。在专利权有效期限终止或者专利权被宣布无效以后，专利权人不得就该项专利与他人订立专利实施许可合同。

第三十九条 非专利技术转让合同的转让方的主要义务是：

㈠ 按照合同约定提供技术资料，进行技术指导;

㈡ 保证技术的实用性、可靠性;

㈢ 承担合同约定的保密义务。

第四十条 转让方违反合同的，应当承担下列责任：

㈠ 未按照合同约定转让技术的，除返还部分或者全部使用费外，应当支付违约金或者赔偿损失。

㈡ 实施专利或者使用非专利技术超越合同约定的范围的，违反合同约定擅自许可第三方实施该项专利或者使用该项非专利技术的，应当停止违反合同的行为，支付违约金或者赔偿损失。

㈢ 违反合同约定的保密义务的，应当支付违约金或者赔偿损失。

第四十一条 受让方违反合同的，应当承担下列责任：

㈠ 未按照合同约定支付使用费用的，应当补交使用费并按照合同的约定支付违约金;不补交使用费或者支付违约金的，必须停止实施专利或者使用非专利技术，交还技术资料，支付违约金或者赔偿损失;

㈡ 实施专利或者使用非专利技术超越合同约定的范围的，未经转让方同意擅自许可第三方实施该项专利或者使用该项非专利技术的，应当停止违反合同的行为，支付违约金或者赔偿损失;

㈢ 违反合同约定的保密义务的，应当支付违约金或者赔偿损失。

第四十二条 受让方按照合同约定实施专利、使用非专利技术引起侵害他人合法权益的，由转让方承担责任。

第四十三条 当事人可以按照互利的原则，在技术转让合同中约定实施专利、使用非专利技术后续改进的技术成果的分享办法。合同没有约定的，任何一方无权分享另一方后续改进的技术成果。

第五章 技术咨询合同和技术服务合同

第四十四条 技术咨询合同是指当事人一方为另一方就特定技术项目提供可行性论证、技术预测、专题技术调查、分析评价报告所订立的合同。

第四十五条 技术咨询合同的委托方的主要义务是：

㈠ 阐明咨询的问题，按照合同约定提供技术背景材料及有关技术资料、数据;

㈡ 按期接受顾问方的工作成果，支付报酬。

技术咨询合同的顾问方的主要义务是：

㈠ 利用自己的技术知识，按照合同约定按期完成咨询报告或者解答委托方的问题;

㈡ 提出的咨询报告达到合同约定的要求。

第四十六条 技术咨询合同的委托方未按照合同约定提供必要的数据资料，影响工作进度和质量的，所付的报酬不得追回，未付的报酬应当如数支付。技术咨询合同的顾问方未按期提出咨询报告或者所提出的咨询报告不符合合同约定的，应当减收或者免收报酬，支付违约金或者赔偿损失。技术咨询合同的委托方按照顾问方符合合同的约定要求的咨询报告和意见作出决策所造成的损失，应当由委托方承担。但是，合同另有约定的除外。

第四十七条 技术服务合同指当事人的一方以技术知识为另一方解决特定技术问题所订立的合同，不包括建设工程的勘察、设计、施工、安装合同和加工承揽合同。

第四十八条 技术服务合同的委托方的主要义务是：

㈠ 按照合同约定为服务方提供工作条件，完成配合事项;

㈡ 按期接受服务方的工作成果，支付报酬。

技术服务合同的服务方的主要义务是：

㈠ 按期完成合同约定的服务项目，解决技术问题，保证工作质量;

㈡ 传授解决技术问题的知识。

第四十九条 技术服务合同的委托方违反合同，影响工作进度和质量，不接受或者逾期接受服务方的工作成果的，应当如数支付报酬。技术服务合同的服务方未按照合同约定完成服务工作的，应当免收报酬并支付违约金或者赔偿损失。

第五十条 在履行技术咨询合同、技术服务合同的过程中，顾问方或者服务方利用委托方提供的技术资料和工作条件所完成的新的技术成果，属于顾问方或者服务方。委托方利用顾问方或者服务方的工作成果所完成的新的技术成果，属于委托方。但是，合同另有约定的除外。

第六章 技术合同争议的仲裁和诉讼

第五十一条 发生技术合同争议的，当事人可以通过协商或者调解解决。当事人不愿通过协商、调解解决或者协商、调解不成的，可以依据合同中的仲裁条款或者事后达成的书面仲裁协议，向国家规定的仲裁机构申请仲裁。当事人一方在规定的期限内不履行仲裁机构的仲裁决定的，另一方可以申请人民法院强制执行。当事人没有在合同中订立仲裁条款，事后又没有达成书面仲裁协议的，可以向人民法院起诉。

第五十二条 技术合同争议的诉讼时效和申请仲裁的期限为1年，自当事人得知或者应当得知其合法权益受到侵害之日起计算。

第七章 附 则

第五十三条 本法施行以后订立的技术合同，不适用经济合同法。

第五十四条 国务院科学技术主管部门可以根据本法制定实施条例，报国务院批准施行。

第五十五条 本法自1987年11月1日起施行。

篇5：中国劳动合同法全文

《中华人民共和国劳动合同法》是为了完善劳动合同制度，明确劳动合同双方当事人的权利和义务，保护劳动者的合法权益，构建和发展和谐稳定的劳动关系而制定的法律(参见该法第一条)。6月29日由第十届全国人民代表大会常务委员会第二十八次会议通过，1月1日起施行。劳动合同法共分8章98条，包括：总则、劳动合同的订立、劳动合同的履行和变更、劳动合同的解除和终止、特别规定、监督检查、法律责任和附则。劳动合同法是规范劳动关系的一部重要法律，在中国特色社会主义法律体系中属于社会法。

基本信息

中文名称

篇6：中国劳动合同法全文

关)与自然人之间的劳动关系，都适用劳动合同法。具体规定如下：

中华人民共和国境内的企业、个体经济组织、民办非企业单位等组织与劳动者建立劳动关系，订立、履行、变更、解除或者终止劳动合同，适用本法。国家机关、事业单位、社会团体和与其建立劳动关系的劳动者，订立、履行、变更、解除或者终止劳动合同，依照本法执行。

本段法律条例

第一章总则

第一条为了完善劳动合同制度，明确劳动合同双方当事人的权利和义务，保护劳动者的合法权益，构建和发展和谐稳定的劳动关系，制定本法。

​第二条中华人民共和国境内的企业、个体经济组织、民办非企业单位等组织(以下称用人单位)与劳动者建立劳动关系，订立、履行、变更、解除或者终止劳动合同，适用本法。国家机关、事业单位、社会团体和与其建立劳动关系的劳动者，订立、履行、变更、解除或者终止劳动合同，依照本法执行。

第三条订立劳动合同，应当遵循合法、公平、平等自愿、协商一致、诚实信用的原则。依法订立的劳动合同具有约束力，用人单位与劳动者应当履行劳动合同约定的义务。

第四条用人单位应当依法建立和完善劳动规章制度，保障劳《中华人民共和国劳动合同法》

篇7：中国劳动合同法全文

没有本法第三十九条和第四十条第一项、第二项规定的情形，续订劳动合同的。用人单位自用工之日起满一年不与劳动者订立书面劳动合同的，视为用人单位与劳动者已订立无固定期限劳动合同。

第十五条以完成一定工作任务为期限的劳动合同，是指用人单位与劳动者约定以某项工作的完成为合同期限的劳动合同。 用人单位与劳动者协商一致，可以订立以完成一定工作任务为期限的劳动合同。

第十六条劳动合同由用人单位与劳动者协商一致，并经用人单位与劳动者在劳动合同文本上签字或者盖章生效。劳动合同文本由用人单位和劳动者各执一份。

第十七条劳动合同应当具备以下条款：#

(一)用人单位的名称、住所和法定代表人或者主要负责人;

(二)劳动者的姓名、住址和居民身份证或者其他有效身份证件号码;

(三)劳动合同期限;

(四)工作内容和工作地点;

(五)工作时间和休息休假;

(六)劳动报酬;

(七)社会保险;

(八)劳动保护、劳动条件和职业危害防护;

(九)法律、法规规定应当纳入劳动合同的其他事项。

劳动合同除前款规定的必备条款外，用人单位与劳动者可以约定试用期、培训、保守秘密、补充保险和福利待遇等其他事项。

第十八条劳动合同对劳动报酬和劳动条件等标准约定不明确，引发争议的，用人单位与劳动者可以重新协商;协商不成的，适用集体合同规定;没有集体合同或者集体合同未规定劳动报酬的，实行同工同酬;没有集体合同或者集体合同未规定劳动条件等标准的，适用国家有关规定。

第十九条劳动合同期限三个月以上不满一年的，试用期不得超过一个月;劳动合同期限一年以上不满三年的，试用期不得超过二个月;三年以上固定期限和无固定期限的劳动合同，试用期不得超过六个月。同一用人单位与同一劳动者只能约定一次试用期。以完成一定工作任务为期限的劳动合同或者劳动合同期限不满三个月的，不得约定试用期。试用期包含在劳动合同期限内。劳动合同仅约定试用期的，试用期不成立，该期限为劳动合同期限。

第二十条劳动者在试用期的工资不得低于本单位相同岗位最低档工资或者劳动合同约定工资的百分之八十，并不得低于用人单位所在地的最低工资标准。

第二十一条在试用期中，除劳动者有本法第三十九条和第四十条第一项、第二项规定的情形外，用人单位不得解除劳动合同。用人单位在试用期解除劳动合同的，应当向劳动者说明理由。

第二十二条用人单位为劳动者提供专项培训费用，对其进行专业技术培训的，可以与该劳动者订立协议，约定服务期。劳动者违反服务期约定的，应当按照约定向用人单位支付违约金。违约金的数额不得超过用人单位提供的培训费用。用人单位要求劳动者支付的违约金不得超过服务期尚未履行部分所应分摊的培训费用，用人单位与劳动者约定服务期的，不影响按照正常的工资调整机制提高劳动者在服务期期间的劳动报酬。

第二十三条用人单位与劳动者可以在劳动合同中约定保守用人单位的商业秘密和与知识产权相关的保密事项。对负有保密义务的劳动者，用人单位可以在劳动合同或者保密协议中与劳动者约定竞业限制条款，并约定在解除或者终止劳动合同后，在竞业限制期限内按月给予劳动者经济补偿。劳动者违反竞业限制约定的，应当按照约定向用人单位支付违约金。

第二十四条竞业限制的人员限于用人单位的高级管理人员、高级技术人员和其他负有保密义务的人员。竞业限制的范围、地域、期限由用人单位与劳动者约定，竞业限制的约定不得违反法律、法规的规定。在解除或者终止劳动合同后，前款规定的人员到与本单位生产或者经营同类产品、从事同类业务的有竞争关系的其他用人单位，或者自己开业生产或者经营同类产品、从事同类业务的竞业限制期限，不得超过二年。

第二十五条除本法第二十二条和第二十三条规定的情形外，用人单位不得与劳动者约定由劳动者承担违约金。

第二十六条下列劳动合同无效或者部分无效：

(一)以欺诈、胁迫的手段或者乘人之危，使对方在违背真实意思的情况下订立或者变更劳动合同的;

(二)用人单位免除自己的法定责任、排除劳动者权利的;

(三)违反法律、行政法规强制性规定的。对劳动合同的无效或者部分无效有争议的，由劳动争议仲裁机构或者人民法院确认。

第二十七条劳动合同部分无效，不影响其他部分效力的，其他部分仍然有效。

第二十八条劳动合同被确认无效，劳动者已付出劳动的，用人单位应当向劳动者支付劳动报酬。劳动报酬的数额，参照本单位相同或者相近岗位劳动者的劳动报酬确定。

第三章劳动合同的履行和变更

第二十九条用人单位与劳动者应当按照劳动合同的约定，全面履行各自的义务。

第三十条用人单位应当按照劳动合同约定和国家规定，向劳动者及时足额支付劳动报酬。用人单位拖欠或者未足额支付劳动报酬的，劳动者可以依法向当地人民法院申请支付令，人民法院应当依法发出支付令。

第三十一条用人单位应当严格执行劳动定额标准，不得强迫或者变相强迫劳动者加班。用人单位安排加班的，应当按照国家有关规定向劳动者支付加班费。

第三十二条劳动者拒绝用人单位管理人员违章指挥、强令冒险作业的，不视为违反劳动合同。劳动者对危害生命安全和身体健康的劳动条件，有权对用人单位提出批评、检举和控告。

第三十三条用人单位变更名称、法定代表人、主要负责人或者投资人等事项，不影响劳动合同的履行。

第三十四条用人单位发生合并或者分立等情况，原劳动合同继续有效，劳动合同由承继其权利和义务的用人单位继续履行。

第三十五条用人单位与劳动者协商一致，可以变更劳动合同约定的内容。变更劳动合同，应当采用书面形式。变更后的劳动合同文本由用人单位和劳动者各执一份。

第四章劳动合同的解除和终止

第三十六条用人单位与劳动者协商一致，可以解除劳动合同。

第三十七条劳动者提前三十日以书面形式通知用人单位，可以解除劳动合同。劳动者在试用期内提前三日通知用人单位，可以解除劳动合同。

第三十八条用人单位有下列情形之一的，劳动者可以解除劳动合同：

(一)未按照劳动合同约定提供劳动保护或者劳动条件的;

(二)未及时足额支付劳动报酬的;

(三)未依法为劳动者缴纳社会保险费的;

(四)用人单位的规章制度违反法律、法规的规定，损害劳动者权益的;

(五)因本法第二十六条第一款规定的情形致使劳动合同无效的;

(六)法律、行政法规规定劳动者可以解除劳动合同的其他情形。用人单位以暴力、威胁或者非法限制人身自由的手段强迫劳动者劳动的，或者用人单位违章指挥、强令冒险作业危及劳动者人身安全的，劳动者可以立即解除劳动合同，不需事先告知用人单位。

第三十九条劳动者有下列情形之一的.，用人单位可以解除劳动合同：

(一)在试用期间被证明不符合录用条件的;

(二)严重违反用人单位的规章制度的;

(三)严重失职，营私舞弊，给用人单位造成重大损害的;

(四)劳动者同时与其他用人单位建立劳动关系，对完成本单位的工作任务造成严重影响，或者经用人单位提出，拒不改正的;

(五)因本法第二十六条第一款第一项规定的情形致使劳动合同无效的;

(六)被依法追究刑事责任的。

第四十条有下列情形之一的，用人单位提前三十日以书面形式通知劳动者本人或者额外支付劳动者一个月工资后，可以解除劳动合同：

(一)劳动者患病或者非因工负伤，在规定的医疗期满后不能从事原工作，也不能从事由用人单位另行安排的工作的;(二)劳动者不能胜任工作，经过培训或者调整工作岗位，仍不能胜任工作的;

(三)劳动合同订立时所依据的客观情况发生重大变化，致使劳动合同无法履行，经用人单位与劳动者协商，未能就变更劳动合同内容达成协议的。

第四十一条有下列情形之一，需要裁减人员二十人以上或者裁减不足二十人但占企业职工总数百分之十以上的，用人单位提前三十日向工会或者全体职工说明情况，听取工会或者职工的意见后，裁减人员方案经向劳动行政部门报告，可以裁减人员：

(一)依照企业破产法规定进行重整的;

(二)生产经营发生严重困难的;

(三)企业转产、重大技术革新或者经营方式调整，经变更劳动合同后，仍需裁减人员的;

(四)其他因劳动合同订立时所依据的客观经济情况发生重大变化，致使劳动合同无法履行的。

裁减人员时，应当优先留用下列人员：

(一)与本单位订立较长期限的固定期限劳动合同的;

(二)与本单位订立无固定期限劳动合同的;

(三)家庭无其他就业人员，有需要扶养的老人或者未成年人的。 用人单位依照本条第一款规定裁减人员，在六个月内重新招用人员的，应当通知被裁减的人员，并在同等条件下优先招用被裁减的人员。

第四十二条劳动者有下列情形之一的，用人单位不得依照本法第四十条、第四十一条的规定解除劳动合同：

(一)从事接触职业病危害作业的劳动者未进行离岗前职业健康检查，或者疑似职业病病人在诊断或者医学观察期间的;(二)在本单位患职业病或者因工负伤并被确认丧失或者部分丧失劳动能力的;

(三)患病或者非因工负伤，在规定的医疗期内的;

(四)女职工在孕期、产期、哺乳期的;

(五)在本单位连续工作满十五年，且距法定退休年龄不足五年的;

(六)法律、行政法规规定的其他情形。

第四十三条用人单位单方解除劳动合同，应当事先将理由通知工会。用人单位违反法律、行政法规规定或者劳动合同约定的，工会有权要求用人单位纠正。用人单位应当研究工会的意见，并将处理结果书面通知工会。

第四十四条有下列情形之一的，劳动合同终止：(一)劳动合同期满的;(二)劳动者开始依法享受基本养老保险待遇的;(三)劳动者死亡，或者被人民法院宣告死亡或者宣告失踪的;(四)用人单位被依法宣告破产的;(五)用人单位被吊销营业执照、责令关闭、撤销或者用人单位决定提前解散的;(六)法律、行政法规规定的其他情形。

第四十五条劳动合同期满，有本法第四十二条规定情形之一的，劳动合同应当续延至相应的情形消失时终止。《中华人民共和国劳动合同法》

篇8：中国劳动合同法全文

的前提下，重在对劳动者合法权益的保护，被誉为劳动者的“保护伞”，为构建与发展和谐稳定的劳动关系提供法律保障。作为我国劳动保障法制建设进程中的一个重要里程碑，劳动合同法的颁布实施有着深远的意义。

这部重要法律在制定过程中经过广泛听取、认真吸收社会各方面的意见，合理地规范了劳动关系，是民主立法、科学立法的又一典范，为构建与发展和谐稳定的劳动关系提供了法律保障，必将对我国经济社会生活产生深远影响。

【颁布单位】全国人民代表大会常务委员会

【发文字号】 中华人民共和国主席令第六十五号

【颁布时间】 -06-29

【生效时间】 -01-01

《中华人民共和国劳动合同法》已由中华人民共和国第十届全国人民代表大会常务委员会第二十八次会议于6月29日通过，现予公布，自1月1日起施行。

《全国人民代表大会常务委员会关于修改〈中华人民共和国劳动合同法〉的决定》已由中华人民共和国第十一届全国人民代表大会常务委员会第三十次会议于12月28日通过，自7月1日起施行。

本段适用范围

基本上，中国境内自然人与自然人、单位(哪怕是国家机《中华人民共和国劳动合同法》

篇9：中国劳动合同法全文

第七十三条国务院劳动行政部门负责全国劳动合同制度实施的监督管理。县级以上地方人民政府劳动行政部门负责本行政区域内劳动合同制度实施的监督管理。县级以上各级人民政府劳动行政部门在劳动合同制度实施的监督管理工作中，应当听取工会、企业方面代表以及有关行业主管部门的意见。

第七十四条县级以上地方人民政府劳动行政部门依法对下列实施劳动合同制度的情况进行监督检查：

(一)用人单位制定直接涉及劳动者切身利益的规章制度及其执行的情况;

(二)用人单位与劳动者订立和解除劳动合同的情况;

(三)劳务派遣单位和用工单位遵守劳务派遣有关规定的情况;

(四)用人单位遵守国家关于劳动者工作时间和休息休假规定的情况;

(五)用人单位支付劳动合同约定的劳动报酬和执行最低工资标准的情况;

(六)用人单位参加各项社会保险和缴纳社会保险费的情况;

(七)法律、法规规定的其他劳动监察事项。

第七十五条县级以上地方人民政府劳动行政部门实施监督检查时，有权查阅与劳动合同、集体合同有关的材料，有权对劳动场所进行实地检查，用人单位和劳动者都应当如实提供有关情况和材料。劳动行政部门的工作人员进行监督检查，应当出示证件，依法行使职权，文明执法。

第七十六条县级以上人民政府建设、卫生、安全生产监督管理等有关主管部门在各自职责范围内，对用人单位执行劳动合同制度的情况进行监督管理。

第七十七条劳动者合法权益受到侵害的，有权要求有关部门依法处理，或者依法申请仲裁、提起诉讼。

第七十八条工会依法维护劳动者的合法权益，对用人单位履行劳动合同、集体合同的情况进行监督。用人单位违反劳动法律、法规和劳动合同、集体合同的，工会有权提出意见或者要求纠正;劳动者申请仲裁、提起诉讼的，工会依法给予支持和帮助。

第七十九条任何组织或者个人对违反本法的行为都有权举报，县级以上人民政府劳动行政部门应当及时核实、处理，并对举报有功人员给予奖励。

第七章法律责任

第八十条用人单位直接涉及劳动者切身利益的规章制度违反法律、法规规定的，由劳动行政部门责令改正，给予警告;给劳动者造成损害的，应当承担赔偿责任。

第八十一条用人单位提供的劳动合同文本未载明本法规定的劳动合同必备条款或者用人单位未将劳动合同文本交付劳动者的，由劳动行政部门责令改正;给劳动者造成损害的，应当承担赔偿责任。

第八十二条用人单位自用工之日起超过一个月不满一年未与劳动者订立书面劳动合同的，应当向劳动者每月支付二倍的工资。用人单位违反本法规定不与劳动者订立无固定期限劳动合同的，自应当订立无固定期限劳动合同之日起向劳动者每月支付二倍的工资。

第八十三条用人单位违反本法规定与劳动者约定试用期的，由劳动行政部门责令改正;违法约定的试用期已经履行的，由用人单位以劳动者试用期满月工资为标准，按已经履行的超过法定试用期的期间向劳动者支付赔偿金。

第八十四条用人单位违反本法规定，扣押劳动者居民身份证等证件的，由劳动行政部门责令限期退还劳动者本人，并依照有关法律规定给予处罚。用人单位违反本法规定，以担保或者其他名义向劳动者收取财物的，由劳动行政部门责令限期退还劳动者本人，并以每人五百元以上二千元以下的标准处以罚款;给劳动者造成损害的，应当承担赔偿责任。劳动者依法解除或者终止劳动合同，用人单位扣押劳动者档案或者其他物品的，依照前款规定处罚。

第八十五条用人单位有下列情形之一的，由劳动行政部门责令限期支付劳动报酬、加班费或者经济补偿;劳动报酬低于当地最低工资标准的，应当支付其差额部分;逾期不支付的，责令用人单位按应付金额百分之五十以上百分之一百以下的标准向劳动者加付赔偿金：(一)未按照劳动合同的约定或者国家规定及时足额支付劳动者劳动报酬的;(二)低于当地最低工资标准支付劳动者工资的;(三)安排加班不支付加班费的;(四)解除或者终止劳动合同，未依照本法规定向劳动者支付经济补偿的。

第八十六条劳动合同依照本法第二十六条规定被确认无效，给对方造成损害的，有过错的一方应当承担赔偿责任。

第八十七条用人单位违反本法规定解除或者终止劳动合同的，应当依照本法第四十七条规定的经济补偿标准的二倍向劳动者支

付赔偿金。

第八十八条用人单位有下列情形之一的，依法给予行政处罚;构成犯罪的，依法追究刑事责任;给劳动者造成损害的，应当承担赔偿责任： (一)以暴力、威胁或者非法限制人身自由的手段强迫劳动的; (二)违章指挥或者强令冒险作业危及劳动者人身安全的。(三)侮辱、体罚、殴打、非法搜查或者拘禁劳动者的;(四)劳动条件恶劣、环境污染严重，给劳动者身心健康造成严重损害的。

第八十九条用人单位违反本法规定未向劳动者出具解除或者终止劳动合同的书面证明，由劳动行政部门责令改正;给劳动者造成损害的，应当承担赔偿责任。

第九十条劳动者违反本法规定解除劳动合同，或者违反劳动合同中约定的保密义务或者竞业限制，给用人单位造成损失的，应当承担赔偿责任。

第九十一条用人单位招用与其他用人单位尚未解除或者终止劳动合同的劳动者，给其他用人单位造成损失的，应当承担连带赔偿责任。

第九十二条劳务派遣单位违反本法规定的，由劳动行政部门和其他有关主管部门责令改正;情节严重的，以每人一千元以上五千元以下的标准处以罚款，并由工商行政管理部门吊销营业执照;给被派遣劳动者造成损害的，劳务派遣单位与用工单位承担连带赔偿责任。

第九十三条对不具备合法经营资格的用人单位的违法犯罪行为，依法追究法律责任;劳动者已经付出劳动的，该单位或者其出资人应当依照本法有关规定向劳动者支付劳动报酬、经济补偿、赔偿金;给劳动者造成损害的，应当承担赔偿责任。

第九十四条个人承包经营违反本法规定招用劳动者，给劳动者造成损害的，发包的组织与个人承包经营者承担连带赔偿责任。

第九十五条劳动行政部门和其他有关主管部门及其工作人员玩忽职守、不履行法定职责，或者违法行使职权，给劳动者或者用人单位造成损害的，应当承担赔偿责任;对直接负责的主管人员和其他直接责任人员，依法给予行政处分;构成犯罪的，依法追究刑事责任。

第八章：附则

第九十六条事业单位与实行聘用制的工作人员订立、履行、变更、解除或者终止劳动合同，法律、行政法规或者国务院另有规定的，依照其规定;未作规定的，依照本法有关规定执行。

第九十七条本法施行前已依法订立且在本法施行之日存续的劳动合同，继续履行;本法第十四条第二款第三项规定连续订立固定期限劳动合同的次数，自本法施行后续订固定期限劳动合同时开始计算。

本法施行前已建立劳动关系，尚未订立书面劳动合同的，应当自本法施行之日起一个月内订立。存续的劳动合同在本法施行后解除或者终止，依照本法第四十六条规定应当支付经济补偿的，经济补偿年限自本法施行之日起计算;本法施行前按照当时有关规定，用人单位应当向劳动者支付经济补偿的，按照当时有关规定执行。

第九十八条：本法自201月1日起施行。

本段相关解读

篇10：中国劳动合同法全文

解读一：用人单位不签劳动合同将面临更为严厉的罚则

关联条款：

第十条 建立劳动关系，应当订立书面劳动合同。

第十四条 用人单位自用工之日起满一年不与劳动者订立书面劳动合同的，视为用人单位与劳动者已订立无固定期限劳动合同。

第八十二条 用人单位自用工之日起超过一个月不满一年未与劳动者订立书面劳动合同的，应当向劳动者每月支付二倍的工资。用人单位违反本法规定不与劳动者订立无固定期限劳动合同的，自应当订立无固定期限劳动合同之日起向劳动者每月支付二倍的工资。解读：形成劳动关系而没有签订书面劳动合同的，法律上称之为“事实劳动关系”。

这些条款对签订劳动合同的时间以及事实劳动关系的法律责任进行了严格的规定。应当说，其中制定的处罚规则是非常严厉的。对于用人单位来说，将来考虑的重点应转向如何在管理中采取各种强化措施，建立单位内部严格的劳动合同签订纪律，禁止或防范出现员工不与单位签订劳动合同的现象，避免与员工形成事实劳动关系。

解读二：引导订立长期或无固定期限劳动合同

关联条款：

第十四条 无固定期限劳动合同，是指用人单位与劳动者约定无确定终止时间的劳动合同。

用人单位与劳动者协商一致，可以订立无固定期限劳动合同。有下列情形之一，劳动者提出或者同意续订、订立劳动合同的，除劳动者提出订立固定期限劳动合同外，应当订立无固定期限劳动合同：(一)劳动者在该用人单位连续工作满十年的;(二)用人单位初次实行劳动合同制度或者国有企业改制重新订立劳动合同时，劳动者在该用人单位连续工作满十年且距法定退休年龄不足十年的;(三)连续订立二次固定期限劳动合同，且劳动者没有本法第三十九条和第四十条第一项、第二项规定的情形，续订劳动合同的。

解读：本条主要规定的是用人单位应当与员工签订无固定期限劳动合同的情形。长期或无固定期限的劳动合同，被认为是构建和谐劳资关系的重要基础。因此，立法者试图通过这些条款引导用人单位与员工签订长期或无固定期限劳动合同，以推动长期或无固定期限劳动合同在国内的“落地生根”。

尽管仍有不少用人单位对无固定期限劳动合同及该条款存有恐惧之心，但实际上，无固定期限劳动合同并非是不可解除的劳动合同。从解除的法定条件上说，用人单位解除无固定期限劳动合同与解除固定期限劳动合同事实上是一样的。从用人单位长远发展来看，无固定期限劳动合同如果运用得当，能给用人单位带来吸引人才、留住人才、激励员工、提升团队凝聚力等效力。因此可以说，无固定期限劳动合同对用人单位的利益大于风险。

解读三：劳动合同解除或终止经济补偿总体成本增加

关联条款：

第四十七条 经济补偿按劳动者在本单位工作的年限，每满一年支付一个月工资的标准向劳动者支付。六个月以上不满一年的，按一年计算;不满六个月的，向劳动者支付半个月工资的经济补偿。劳动者月工资高于用人单位所在直辖市、设区的市级人民政府公布的本地区上年度职工月平均工资三倍的，向其支付经济补偿的标准按职工月平均工资三倍的数额支付，向其支付经济补偿的年限最高不超过十二年。

本条所称月工资是指劳动者在劳动合同解除或者终止前十二个月的平均工资。解读：本条主要规定了劳动合同解除或终止的工龄经济补偿金问题。从总体上看，增加了用人单位在与员工解除或终止劳动合同时的经济补偿成本。

另外，在经济补偿金的计算标准上，第四十七条区分了高端劳动者和一般劳动者。对高收入者进行了两个高额限定，一个是月平均工资标准的限定，另一个是经济补偿金总额的限定。把高端劳动者和一般劳动者区分开，进行两种经济补偿，体现出《劳动合同法》对于一般劳动者的倾斜保护，避免在经济补偿金标准上出现过分悬殊，同时也对用人单位终止或解除劳动合同的补偿成本作了适当平衡。

解读四：对劳务派遣的规范与限制

关联条款：

第五十八条 劳务派遣单位是本法所称用人单位，应当履行用人单位对劳动者的义务。劳务派遣单位与被派遣劳动者订立的劳动合同，除应当载明本法第十七条规定的事项外，还应当载明被派遣劳动者的用工单位以及派遣期限、工作岗位等情况。被派遣劳动者有本法第三十九条和第四十条第一项、第二项规定情形的，用工单位可以将劳动者退回劳务派遣单位，劳务派遣单位依照本法有关规定，可以与劳动者解除劳动合同。

第六十六条 劳务派遣一般在临时性、辅助性或者替代性的工作岗位上实施。

解读：劳务派遣作为一种新型的用工方式，在国内市场上一直备受争议。目前规范劳务派遣的法律规定极少，基本上是立法的空白点，因此，《劳动合同法》在第五章中用了第二节共十一个条款来规范劳务派遣。有关劳务派遣的条款，一直是《劳动合同法》立法过程中争议的焦点之一。此次劳务派遣规定中对用人单位影响较大的变化主要集中在以下几个方面：

1、劳务派遣单位应与被派遣劳动者订立二年以上的固定期限劳动合同

2、被派遣劳动者享有与用工单位的劳动者同工同酬的权利;3.劳务派遣一般在临时性、辅助性或者替代性的工作岗位上实施等。从这些规定上看，用人单位使用劳务派遣用工的预期利益与以前相比，将大为降低。

篇11：中国劳动合同法全文

但是，本法第四十二条第二项规定丧失或者部分丧失劳动能力劳动者的劳动合同的终止，按照国家有关工伤保险的规定执行。

第四十六条有下列情形之一的，用人单位应当向劳动者支付经济补偿：

(一)劳动者依照本法第三十八条规定解除劳动合同的;

(二)用人单位依照本法第三十六条规定向劳动者提出解除劳动合同并与劳动者协商一致解除劳动合同的;

(三)用人单位依照本法第四十条规定解除劳动合同的;

(四)用人单位依照本法第四十一条第一款规定解除劳动合同的;

(五)除用人单位维持或者提高劳动合同约定条件续订劳动合同，劳动者不同意续订的情形外，依照本法第四十四条第一项规定终止固定期限劳动合同的;

(六)依照本法第四十四条第四项、第五项规定终止劳动合同的;

(七)法律、行政法规规定的其他情形。

第四十七条经济补偿按劳动者在本单位工作的年限，每满一年支付一个月工资的标准向劳动者支付。六个月以上不满一年的，按一年计算;不满六个月的，向劳动者支付半个月工资的经济补偿。劳动者月工资高于用人单位所在直辖市、设区的市级人民政府公布的本地区上年度职工月平均工资三倍的，向其支付经济补偿的标准按职工月平均工资三倍的数额支付，向其支付经济补偿的年限最高不超过十二年。本条所称月工资是指劳动者在劳动合同解除或者终止前十二个月的平均工资。

第四十八条用人单位违反本法规定解除或者终止劳动合同，劳动者要求继续履行劳动合同的，用人单位应当继续履行;劳动者不要求继续履行劳动合同或者劳动合同已经不能继续履行的，用人单位应当依照本法第八十七条规定的二倍支付赔偿金。

第四十九条国家采取措施，建立健全劳动者社会保险关系跨地区转移接续制度。

第五十条用人单位应当在解除或者终止劳动合同时出具解除或者终止劳动合同的证明，并在十五日内为劳动者办理档案和社会保险关系转移手续。劳动者应当按照双方约定，办理工作交接。用人单位依照本法有关规定应当向劳动者支付经济补偿的，在办结工作交接时支付。用人单位对已经解除或者终止的劳动合同的文本，至少保存二年备查。

第五章特别规定

第一节集体合同

第五十一条企业职工一方与用人单位通过平等协商，可以就劳动报酬、工作时间、休息休假、劳动安全卫生、保险福利等事项订立集体合同。集体合同草案应当提交职工代表大会或者全体职工讨论通过。集体合同由工会代表企业职工一方与用人单位订立;尚未建立工会的用人单位，由上级工会指导劳动者推举的代表与用人单位订立。

第五十二条企业职工一方与用人单位可以订立劳动安全卫生、女职工权益保护、工资调整机制等专项集体合同。

第五十三条在县级以下区域内，建筑业、采矿业、餐饮服务业等行业可以由工会与企业方面代表订立行业性集体合同，或者订立区域性集体合同。

第五十四条集体合同订立后，应当报送劳动行政部门;劳动行政部门自收到集体合同文本之日起十五日内未提出异议的，集体合同即行生效。依法订立的集体合同对用人单位和劳动者具有约束力。行业性、区域性集体合同对当地本行业、本区域的用人单位和劳动者具有约束力。

第五十五条集体合同中劳动报酬和劳动条件等标准不得低于当地人民政府规定的最低标准;用人单位与劳动者订立的劳动合同中劳动报酬和劳动条件等标准不得低于集体合同规定的标准。

第五十六条用人单位违反集体合同，侵犯职工劳动权益的，工会可以依法要求用人单位承担责任;因履行集体合同发生争议，经协商解决不成的，工会可以依法申请仲裁、提起诉讼。

第二节劳务派遣

第五十七条劳务派遣单位应当依照公司法的有关规定设立，注册资本不得少于两百万元。

第五十八条劳务派遣单位是本法所称用人单位，应当履行用人单位对劳动者的义务。劳务派遣单位与被派遣劳动者订立的劳动合同，除应当载明本法第十七条规定的事项外，还应当载明被派遣劳动者的用工单位以及派遣期限、工作岗位等情况。劳务派遣单位应当与被派遣劳动者订立二年以上的固定期限劳动合同，按月支付劳动报酬;被派遣劳动者在无工作期间，劳务派遣单位应当按照所在地人民政府规定的最低工资标准，向其按月支付报酬。

第五十九条劳务派遣单位派遣劳动者应当与接受以劳务派遣形式用工的单位(以下称用工单位)订立劳务派遣协议。劳务派遣协议应当约定派遣岗位和人员数量、派遣期限、劳动报酬和社会保险费的数额与支付方式以及违反协议的责任。用工单位应当根据工作岗位的实际需要与劳务派遣单位确定派遣期限，不得将连续用工期限分割订立数个短期劳务派遣协议。

第六十条劳务派遣单位应当将劳务派遣协议的内容告知被派遣劳动者。劳务派遣单位不得克扣用工单位按照劳务派遣协议支付给被派遣劳动者的劳动报酬。劳务派遣单位和用工单位不得向被派遣劳动者收取费用。

第六十一条劳务派遣单位跨地区派遣劳动者的，被派遣劳动者享有的劳动报酬和劳动条件，按照用工单位所在地的标准执行。

第六十二条用工单位应当履行下列义务：(一)执行国家劳动标准，提供相应的劳动条件和劳动保护;(二)告知被派遣劳动者的工作要求和劳动报酬;(三)支付加班费、绩效奖金，提供与工作岗位相关的福利待遇;(四)对在岗被派遣劳动者进行工作岗位所必需的培训;(五)连续用工的，实行正常的工资调整机制。

用工单位不得将被派遣劳动者再派遣到其他用人单位。

第六十三条被派遣劳动者享有与用工单位的劳动者同工同酬的权利。用工单位无同类岗位劳动者的，参照用工单位所在地相同或者相近岗位劳动者的劳动报酬确定。

第六十四条被派遣劳动者有权在劳务派遣单位或者用工单位依法参加或者组织工会，维护自身的合法权益。

第六十五条被派遣劳动者可以依照本法第三十六条、第三十八条的规定与劳务派遣单位解除劳动合同。被派遣劳动者有本法第三十九条和第四十条第一项、第二项规定情形的，用工单位可以将劳动者退回劳务派遣单位，劳务派遣单位依照本法有关规定，可以与劳动者解除劳动合同。

第六十六条劳务派遣一般在临时性、辅助性或者替代性的工作岗位上实施。

第六十七条用人单位不得设立劳务派遣单位向本单位或者所属单位派遣劳动者。

第三节非全日制用工

第六十八条非全日制用工，是指以小时计酬为主，劳动者在同一用人单位一般平均每日工作时间不超过四小时，每周工作时间累计不超过二十四小时的用工形式。

第六十九条非全日制用工双方当事人可以订立口头协议。从事非全日制用工的劳动者可以与一个或者一个以上用人单位订立劳动合同;但是，后订立的劳动合同不得影响先订立的劳动合同的履行。

第七十条非全日制用工双方当事人不得约定试用期。

第七十一条非全日制用工双方当事人任何一方都可以随时通知对方终止用工。终止用工，用人单位不向劳动者支付经济补偿。

第七十二条非全日制用工小时计酬标准不得低于用人单位所在地人民政府规定的最低小时工资标准。非全日制用工劳动报酬结算支付周期最长不得超过十五日。

第六章监督检查

★中国劳动合同法

★合同法

★中国传统节日英文

★合同法违约责任

★承包合同法

★劳动合同法

★最新合同法

★合同法基本原则

★新合同法

★中华人民共和国合同法

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