General

Chapter I General Provisions

Article 1 This Law is formulated for the purpose of protecting the lawful rights and interests of the parties to a contract, maintaining social and economic order, and promoting socialist modernization.

Article 2: Contracts as used in this Law are agreements between natural persons, legal persons, and other organizations with equal subjects to establish, modify, or terminate the relationship of civil rights and obligations. Agreements related to identity relationships such as marriage, adoption, and guardianship shall be governed by the provisions of other laws.

Article 3 The legal status of the parties to a contract is equal, and one party may not impose its will on the other party.

Article 4: The parties shall enjoy the right to conclude contracts voluntarily in accordance with law, and no unit or individual may illegally interfere.

Article 5 The parties shall follow the principle of fairness in determining the rights and obligations of all parties.

Article 6: Parties exercising rights and performing obligations shall follow the principle of good faith.

Article 7: Parties concluding and performing contracts shall abide by laws and administrative regulations, respect social morality, and must not disrupt social and economic order or harm the societal public interest.

Article 8 A contract formed in accordance with law shall be legally binding on the parties. The parties shall perform their obligations in accordance with the agreement and shall not modify or rescind the contract without authorization.

Contracts established in accordance with law shall be protected by law.

Chapter II Conclusion of Contracts

Article 9: When parties conclude a contract, they shall have the corresponding capacity for civil rights and capacity for civil conduct. The parties may entrust an agent to conclude a contract in accordance with law.

Article 10 The parties conclude a contract in writing, oral form and other forms. Where laws or administrative regulations provide for the use of written form, it shall be in written form. Where the parties agree to adopt written form, it shall be in writing.

Article 11 Written form refers to the form in which contract documents, letters and data messages (including telegrams, telexes, facsimiles, electronic data interchange and electronic mail) can tangiblely express the contents contained therein.

Article 12 The content of the contract shall be agreed upon by the parties and shall generally include the following clauses:

(1) The name or name and domicile of the parties;

(2) the subject matter;

(3) Quantity;

(4) Quality;

(5) The price or remuneration;

(6) The time limit, place and method of performance;

(7) Liability for breach of contract;

(8) Methods of dispute resolution.

The parties may conclude a contract by reference to the model texts of various types of contracts.

Article 13 When the parties conclude a contract, they shall adopt the method of offer or acceptance.

Article 14 An offer is an expression of intent to conclude a contract with another person, and the expression of intent shall comply with the following provisions:

(1) Specific determination of the content;

(b) Indicates that the offeror is bound by the expression of intent if the offeror undertakes to do so.

Article 15 An invitation to make an offer is an expression of the intention of another person to make an offer to himself. The price list, auction announcement, tender announcement, prospectus, commercial advertisement, etc. sent by the offer are the invitation to make an offer. If the content of the commercial advertisement complies with the provisions of the offer, it shall be deemed to be an offer.

Article 16 An offer shall enter into force when it reaches the offeree. Where a contract is concluded in the form of a data message, the time at which the data message enters that particular system is received by the addressee is deemed to be the time of arrival;

Article 17 An offer may be withdrawn. Notice of withdrawal of the offer shall reach the offeree before or at the same time as the offeror.

Article 18 An offer may be revoked. Notice of withdrawal of the offer shall reach the offeree before the offeree issues a notice of undertaking.

Article 19 An offer shall not be revoked in any of the following circumstances:

(a) the offeror has determined the period of commitment or otherwise made it clear that the offer is irrevocable;

(b) the offeree has reason to believe that the offer is irrevocable and has made preparations for the performance of the contract.

Article 20 An offer shall lapse in any of the following circumstances:

(a) the notification of the refusal of the offer reaches the offeror;

(b) the offeror withdraws the offer in accordance with law;

(3) The period of commitment expires and the offeree fails to make a commitment;

(4) The offeree makes substantial changes to the content of the offer.

Article 21 acceptance is an expression of the offeree's intention to agree to an offer.

Article 22 Commitments shall be made by way of notification, except where an undertaking may be made by conduct in accordance with trading habits or an offer.

Article 23 Undertakes to reach the offeror within the time limit specified in the offer.

If the acceptance period is not fixed in the offer, the acceptance shall arrive in accordance with the following provisions:

(1) Where an offer is made by way of dialogue, an undertaking shall be made immediately, unless otherwise agreed by the parties;

(b) where the offer is made in a non-dialogue manner, the undertaking shall be reached within a reasonable period of time.

Article 24 Where an offer is made by letter or telegram, the period of undertaking shall be calculated from the date indicated in the affirmative document or the date on which the telegram is delivered. If the letter is not dated, it shall be counted from the date of postmark on which the letter was posted. If the offer is made by means of express communication such as telephone or facsimile, the acceptance period shall be calculated from the time when the offer reaches the offeree.

Article 25 The contract is formed when the undertaking takes effect.

Article 26 The Undertaking Notice shall take effect when it reaches the Offeror. If the commitment does not require notice, it shall take effect when the commitment is made in accordance with the trading habits or the requirements of the offer. Where a contract is concluded in the form of a data message, the provisions of paragraph 2 of Article 16 of this Law shall apply to the time of arrival of the undertaking.

Article 27: Commitments may be withdrawn. Notice of withdrawal of acceptance shall reach the offeror before or at the same time as the notice of undertaking.

Article 28 Where the offeree issues a commitment beyond the time limit for the undertaking, it shall be a new offer unless the offeror promptly notifies the offeree that the undertaking is valid.

Article 29 Where the offeree issues an undertaking within the period of commitment and is able to reach the offeror in a timely manner in accordance with the usual circumstances, but for other reasons undertakes to reach the offeror beyond the time limit of the commitment, the offeror shall be valid unless the offeree promptly notifies the offeree that the acceptance has exceeded the time limit.

Article 30 The content of the acceptance shall be consistent with the content of the offer. If the offeree makes a substantial change in the content of the offer, it shall be a new offer. Changes to the subject matter, quantity, quality, price or remuneration, period of performance, place and manner of performance, liability for breach of contract and method of dispute resolution are substantial changes to the content of the offer.

Article 31 Where an undertaking makes a non-substantive change to the content of an offer, the undertaking shall be valid, and the content of the contract shall prevail unless the offeror promptly expresses its objection or the offer indicates that it undertakes not to make any changes to the content of the offer.

Article 32 Where the parties conclude a contract in the form of a contract document, the contract shall be formed when both parties sign or seal it.

Article 33 Where the parties conclude a contract in the form of letters, data messages, etc., they may request the signing of a confirmation before the contract is formed. The contract is formed at the time of signing the confirmation.

Article 34 The place where the undertaking takes effect shall be the place where the contract is formed. Where a contract is concluded in the form of a data message, the addressee's principal place of business is the place where the contract was formed, and if there is no principal place of business, its habitual residence is the place where the contract was formed. Where the parties have agreed otherwise, follow their agreement.

Article 35 Where the parties conclude a contract in the form of a contract document, the place where the parties sign or seal it shall be the place where the contract is formed.

Article 36 Where laws, administrative regulations provide or the parties agree to conclude a contract in writing, and the parties do not adopt the written form but one party has already performed its main obligations and the other party accepts it, the contract shall be formed.

Article 37 Where a contract is concluded in the form of a contract document, and before signing or sealing, one of the parties has performed its main obligations and the other party accepts it, the contract shall be formed.

Article 38 Where the State issues directive tasks or State ordering tasks as needed, contracts shall be concluded between the relevant legal persons and other organizations in accordance with the rights and obligations provided for in relevant laws and administrative regulations.

Article 39 Where a contract is concluded using standard terms, the party providing the standard terms shall follow the principle of fairness to determine the rights and obligations between the parties, and adopt reasonable means to draw the attention of the other party to the clause exempting or limiting its liability, and explain the clause in accordance with the requirements of the other party. Standard terms are terms that are pre-formulated by the parties for repeated use and are not negotiated with the other party at the time of conclusion of the contract.

Article 40 Where the standard terms have the circumstances provided for in Articles 52 and 53 of this Law, or where the party providing the standard terms exempts it from liability, aggravates the liability of the other party, or excludes the main rights of the other party, the provisions shall be invalid.

Article 41 Where a dispute arises over the understanding of standard terms, they shall be interpreted according to the usual understanding. Where there are two or more interpretations of the standard terms, an interpretation unfavorable to the party providing the standard terms shall be made. Where the standard terms are inconsistent with the non-standard clauses, the non-standard terms shall be adopted.

Article 42 Where a party in the course of concluding a contract has any of the following circumstances and causes losses to the other party, it shall bear the liability for compensation for damages:

(1) Conducting consultations in bad faith under the pretext of concluding a contract;

(2) Deliberately concealing important facts related to the conclusion of a contract or providing false circumstances;

(3) Other conduct that violates the principle of good faith.

Article 43 The commercial secrets that the parties learn of in the course of concluding a contract, regardless of whether the contract is concluded or not, shall not be leaked or improperly used. Whoever discloses or improperly uses the trade secret to cause losses to the other party shall bear the liability for damages.

Chapter III Validity of Contracts

Article 44 A contract formed in accordance with law shall take effect upon its establishment. Where laws or administrative regulations provide that approval, registration, or other formalities shall take effect, follow those provisions.

Article 45 The parties may agree on the validity of the contract with conditions. Contracts with conditions for entry into force shall take effect from the time the conditions are fulfilled. Contracts with conditions for rescission shall lapse when the conditions are fulfilled. Where a party improperly prevents the fulfillment of conditions for its own interests, it is deemed that the conditions have been fulfilled; where it improperly contributes to the achievement of conditions, it is deemed that the conditions are not fulfilled.

Article 46 The parties may agree on a time limit attached to the validity of the contract. Contracts with an effective period shall take effect from the end of the period. Contracts with a termination period shall become invalid upon the expiration of the period.

Article 47: Contracts concluded by persons with limited capacity for civil conduct are valid after they are retroactively recognized by a legally-designated representative, but contracts that are purely beneficial or that are concluded appropriate to their age, intelligence, or mental health conditions do not need to be retroactively recognized by the legally-designated representative. The counterpart may urge the legally-designated representative to retroactively recognize it within one month. Where the legally-designated representative does not make an indication, it shall be deemed to have refused to be retroactively recognized. Before the contract is retroactively recognized, the bona fide counterpart has the right to revoke it. Revocation shall be made by means of notification.

Article 48:Where an actor does not have the right of agency, exceeds the right of agency, or concludes a contract in the name of the principal after the termination of the right of agency, it is not recognized by the principal and does not have effect on the principal, and the actor bears responsibility. The counterparty may urge the principal to retroactively recognize it within one month. Where the principal fails to make an indication, it is deemed to be a refusal to retroactively recognize. Before the contract is retroactively recognized, the bona fide counterpart has the right to revoke it. Revocation shall be made by means of notification.

Article 49:Where an actor does not have the right of agency, exceeds the right of agency, or concludes a contract in the name of the principal after the termination of the power of agency, and the counterparty has reason to believe that the actor has the right of agency, the act of agency is valid.

Article 50:Where a legal person or other organization's legal representative or responsible party concludes a contract beyond his or her authority, the representative's conduct is valid, unless the counterparty knows or should have known that he or she exceeded his authority.

Article 51 Where a person who does not have the right to dispose dispose of another person's property acquires the right to dispose of another person's property after the right holder has retroactively recognized it or the person without the right to dispose of it concludes a contract, the contract is valid.

Article 52 In any of the following circumstances, the contract shall be invalid:

(1) A party concludes a contract by means of fraud or coercion, harming the interests of the State;

(2) Malicious collusion harming the interests of the State, the collective, or a third party;

(3) Concealing illegal purposes in a lawful manner;

(4) Harming the societal public interest;

(5) Violating mandatory provisions of laws and administrative regulations.

Article 53 The following exemption clauses in the contract shall be invalid:

(1) Causing personal injury to the other party;

(2) Intentional or gross negligence causing property losses to the other party.

Article 54 In the following contracts, one of the parties has the right to request the people's court or arbitration institution to modify or revoke it:

(1) Concluded due to a major misunderstanding;

(2) Manifestly unfair when concluding a contract.

Where one party uses fraud, coercion or takes advantage of the danger of others to make the other party conclude a contract contrary to its true intentions, the injured party has the right to request the people's court or arbitration institution to modify or revoke it.

Where a party requests a change, the people's court or arbitration institution shall not revoke it.

Article 55 In any of the following circumstances, the right of revocation shall be extinguished:

(1) The party with the right of revocation has not exercised the right of revocation within one year from the date on which it knew or should have known of the cause of revocation;

(2) The party with the right of revocation expressly expresses or waives the right of revocation by its own conduct after knowing the reason for revocation.

Article 56 An invalid contract or a contract that has been revoked shall not be legally binding from the outset. If part of the contract is invalid and does not affect the validity of the other parts, the other parts shall remain valid.

Article 57 Where a contract is invalid, revoked or terminated, the validity of the clauses on dispute resolution methods existing independently in the contract shall not be affected.

Article 58 After a contract is invalid or revoked, the property acquired as a result of the contract shall be returned; if it cannot be returned or is not necessary, it shall be compensated at a discounted price. The party at fault shall compensate the other party for the losses suffered as a result, and if both parties are at fault, they shall each bear corresponding responsibility.

Article 59:Where parties maliciously collude to harm the interests of the State, the collective, or a third party, the property thus acquired shall be owned by the State or returned to the collective or third party.

Chapter IV Performance of Contracts

Article 60:The parties shall fully perform their obligations in accordance with the agreement. The parties shall follow the principle of good faith and perform obligations such as notification, assistance, and confidentiality in accordance with the nature, purpose and trading habits of the contract.

Article 61 After the contract takes effect, if the parties have not agreed on the quality, price or remuneration, place of performance, etc., or the agreement is unclear, they may supplement it by agreement; if a supplementary agreement cannot be reached, it shall be determined in accordance with the relevant terms of the contract or trading habits.

Article 62 Where the parties' agreement on the content of the relevant contract is unclear and it is still uncertain in accordance with the provisions of Article 61 of this Law, the following provisions shall apply:

(1) Where the quality requirements are unclear, it shall be performed in accordance with national standards or industry standards; if there is no national standard or industry standard, it shall be performed in accordance with the usual standards or specific standards that conform to the purpose of the contract.

(2) Where the price or remuneration is unclear, it shall be performed in accordance with the market price of the place of performance at the time of conclusion of the contract; where government pricing or government guidance prices shall be enforced in accordance with law, performance shall be carried out in accordance with regulations.

(3) Where the place of performance is unclear and the payment of currency is given, it shall be performed at the location of the party receiving the currency; where the immovable property is delivered, it shall be performed at the location of the immovable property; and other subject matter shall be performed at the location of the party performing the obligation.

(4) Where the time limit for performance is unclear, the debtor may perform at any time and the creditor may request performance at any time, provided that the other party shall be given the necessary time to prepare.

(5) Where the method of performance is unclear, it shall be performed in a manner conducive to the realization of the purpose of the contract.

(6) Where the burden of performance costs is unclear, it shall be borne by the party performing the obligation.

Article 63 Where government pricing or government guidance prices are implemented, the price at the time of delivery shall be calculated at the time of delivery when the government price is adjusted within the delivery period stipulated in the contract. If the subject matter is delivered late, it shall be executed at the original price when the price rises, and at the new price when the price falls. If the subject matter is withdrawn late or the payment is overdue, it shall be executed according to the new price when the price rises, and the original price shall be implemented when the price falls.

Article 64 Where the parties agree that the debtor shall perform the obligation to a third party, and the debtor fails to perform the obligation to the third party or the performance of the debt does not conform to the agreement, it shall bear the liability for breach of contract to the creditor.

Article 65 Where the parties agree that a third party shall perform a debt to the creditor, and the third party fails to perform the obligation or the performance of the debt does not conform to the agreement, the debtor shall bear the liability for breach of contract to the creditor.

Article 66 Where the parties bear debts to each other and there is no order of successive performance, they shall be performed at the same time. A party has the right to refuse its performance request until the other party has performed. One party has the right to refuse the corresponding performance requirements of the other party when the performance of the obligations of the other party is not in accordance with the agreement.

Article 67 Where the parties bear debts to each other, there is a sequence of performance in succession, and if the party performing first fails to perform, the party performing later has the right to refuse its performance requirements. If the performance of the obligation by the first performing party is not in accordance with the agreement, the subsequent performing party has the right to refuse its corresponding performance requirements.

Article 68 Where a party that should first perform a debt has definite evidence to prove that the other party has any of the following circumstances, it may suspend performance:

(1) Serious deterioration of business conditions;

(2) Transferring property or withdrawing funds in order to evade debts;

(3) Loss of commercial reputation;

(4) Other circumstances where there is loss or likely to lose the ability to perform debts.

Where the parties have no precise evidence to suspend performance, they shall bear the liability for breach of contract.

Article 69:Where a party suspends performance in accordance with the provisions of article 68 of this Law, it shall promptly notify the other party. When the other party provides appropriate guarantees, performance shall resume. After the suspension of performance, if the other party does not restore its ability to perform within a reasonable period of time and does not provide appropriate security, the party that suspends performance may terminate the contract.

Article 70 Where a creditor divides, merges or changes its domicile without notifying the debtor, thereby causing difficulties in performing the obligation, the debtor may suspend performance or deposit the subject matter.

Article 71 A creditor may refuse the debtor to perform its obligations in advance, unless the early performance does not harm the interests of the creditor. The additional costs incurred by the debtor on the creditor in early performance of the obligation shall be borne by the debtor.

Article 72 A creditor may refuse the debtor to partially perform its obligations, unless the partial performance does not harm the interests of the creditor. The additional costs to creditors of partial performance of the obligation by the debtor shall be borne by the debtor.

Article 73 Where the debtor neglects to exercise its mature claim, causing harm to the creditor, the creditor may request the people's court to subrogate the debtor's claim in its own name, unless the claim is exclusive to the debtor itself. The scope of the exercise of the right of subrogation is limited to the creditor's claim. The costs necessary for the creditor to exercise the right of subrogation shall be borne by the debtor.

Article 74 Where the debtor abandons its due claims or transfers its property without compensation, causing harm to the creditor, the creditor may request the people's court to revoke the debtor's conduct. If the debtor transfers the property at an obviously unreasonable low price, causing harm to the creditor, and the transferee knows of the situation, the creditor may also request the people's court to revoke the debtor's conduct. The scope of exercise of the avoidance right is limited to the creditor's claim. The costs necessary for the creditor to exercise the avoidance right shall be borne by the debtor.

Article 75 The right of avoidance shall be exercised within one year from the date on which the creditor knows or should have known the cause of avoidance. If the right of avoidance is not exercised within five years from the date of the debtor's act, the right of avoidance shall be extinguished.

Article 76 After the contract takes effect, the parties shall not fail to perform their contractual obligations due to a change in name or title or a change in the legal representative, responsible person or undertaker.

Chapter V Modification and Assignment of Contracts

Article 77 The parties may amend the contract by consensus. Where laws or administrative regulations provide that approval, registration, or other formalities shall be completed for modification of a contract, follow those provisions.

Article 78 Where the parties' agreement on the content of the contract modification is unclear, it is presumed that it has not been changed.

Article 79 A creditor may transfer all or part of the rights under a contract to a third party, except in any of the following circumstances:

(1) it shall not be transferred according to the nature of the contract;

(2) It shall not be transferred in accordance with the agreement of the parties;

(3) It shall not be transferred in accordance with the provisions of law.

Article 80 Where a creditor transfers its rights, it shall notify the debtor. The assignment is not effective against the debtor without notice. Notice of the transfer of rights by the creditor may not be revoked, except with the consent of the transferor.

Article 81 Where a creditor transfers a right, the transferee acquires a subordinate right related to the claim, unless the subordinate right is exclusive to the creditor itself.

Article 82 After the debtor receives notice of the assignment of the creditor's rights, the debtor may claim against the transferee in its defense against the assignee.

Article 83 When the debtor receives notice of the assignment of the claim, the debtor has a claim against the transferor, and the debtor's claim matures before or at the same time as the assigned claim, the debtor may claim set-off against the assignee.

Article 84 Where the debtor transfers all or part of the obligations under the contract to a third party, it shall obtain the consent of the creditor.

Article 85 Where the debtor transfers its obligations, the new debtor may claim the original debtor's defense against the creditor.

Article 86 Where the debtor transfers its obligations, the new debtor shall bear the subordinate debts related to the main debt, except that the subordinate debt is exclusive to the original debtor itself.

Article 87:Where laws or administrative regulations provide that approval or registration formalities for the transfer of rights or transfer obligations shall be completed, follow those provisions.

Article 88 With the consent of the other party, one of the parties may transfer its rights and obligations in the contract to a third party.

Article 89 Where rights and obligations are transferred together, the provisions of Articles 79, 81 to 83, and 85 to 87 of this Law shall apply.

Article 90 Where the parties merge after concluding a contract, the merged legal person or other organization shall exercise its contractual rights and perform its contractual obligations. Where the parties are separated after concluding a contract, unless otherwise agreed by the creditor and the debtor, the separated legal person or other organization shall enjoy joint and several claims on the rights and obligations of the contract and bear joint and several debts.

Chapter VI Termination of Rights and Obligations of the Contract

Article 91 In any of the following circumstances, the rights and obligations of the contract shall be terminated:

(1) The debt has been performed in accordance with the agreement;

(2) Termination of the contract;

(3) debts are set off against each other;

(4) the debtor deposits the subject matter in accordance with law;

(5) the creditor discharges the debt;

(6) Creditor's rights and debts are attributable to the same person;

(7) Other circumstances provided for by law or terminated by agreement of the parties.

Article 92 After the termination of the rights and obligations of the contract, the parties shall follow the principle of good faith and perform obligations such as notification, assistance and confidentiality in accordance with trading habits.

Article 93 The parties may terminate the contract by mutual agreement. The parties may agree on the conditions for one party to rescind the contract. When the conditions for rescission of the contract are fulfilled, the person with the right of rescission may rescind the contract.

Article 94 In any of the following circumstances, the parties may rescind the contract:

(1) the purpose of the contract cannot be achieved due to force majeure;

(b) before the expiry of the period for performance, one of the parties expressly expressly expresses or by its own conduct indicates that it has not performed its principal obligation;

(3) One of the parties delays the performance of the principal obligation, and fails to perform within a reasonable period of time after being reminded;

(4) One of the parties delays the performance of its obligations or has other breaches of contract, resulting in the inability to achieve the purpose of the contract;

(5) Other circumstances provided for by law.

Article 95:Where the law provides for or the parties agree on a time limit for exercising the right of rescission, and the parties do not exercise it at the expiration of the time limit, the right shall be extinguished.

Where the law does not provide for or the parties have not agreed on a time limit for exercising the right of rescission, and the other party does not exercise it within a reasonable period of time after being reminded by the other party, the right shall be extinguished.

Article 96 Where one of the parties claims to rescind the contract in accordance with the provisions of the second paragraph of Article 93 and Article 94 of this Law, it shall notify the other party. The contract is terminated when the notice reaches the other party. If the other party has objections, it may request the people's court or arbitration institution to confirm the validity of the rescission of the contract. Where laws or administrative regulations provide that approval, registration, or other formalities for the termination of a contract shall be completed, follow those provisions.

Article 97 After the termination of a contract, if performance has not yet been performed, performance shall be terminated; if performance has already been performed, the parties may, on the basis of the performance and the nature of the contract, request restitution of the status quo ante, take other remedial measures, and have the right to claim compensation for losses.

Article 98 The termination of the rights and obligations of the contract shall not affect the validity of the settlement and liquidation clauses in the contract.

Article 99 Where the parties bear debts due to each other, and the subject matter and quality of the debts are the same, either party may set off its own debts against the debts of the other party, except where they cannot be set off in accordance with the provisions of law or in accordance with the nature of the contract. Where a party claims set-off, it shall notify the other party. Notifications take effect when they reach the other party. Set-off shall not be conditional or subject to a time limit.

Article 100 Where the parties bear debts to each other and the types and qualities of the subject matter are not the same, they may also be set off upon mutual agreement between the two parties.

Article 101 In any of the following circumstances, it is difficult to perform a debt, the debtor may deposit the subject matter:

(1) the creditor refuses to receive it without justifiable reasons;

(2) The whereabouts of the creditor are unknown;

(3) the creditor dies without identifying an heir or losing capacity for civil conduct without determining a guardian;

(4) Other circumstances provided for by law.

If the subject matter is not suitable for deposit or the cost of deposit is too high, the debtor may auction or sell the subject matter in accordance with law and deposit the proceeds.

Article 102 After the subject matter is deposited, the debtor shall promptly notify the creditor or the creditor's heirs and guardians, except where the whereabouts of the creditor are unknown.

Article 103 After the subject matter is deposited, the risk of damage or loss shall be borne by the creditor. During the deposit period, the fruits of the subject matter are owned by the creditor. The cost of deposits is borne by the creditor.

Article 104 Where a creditor may collect the deposit at any time, but the creditor is liable to the debtor as due, the depository department shall, at the request of the debtor, refuse to accept the deposit at the request of the debtor before the creditor has performed the obligation or provided a guarantee. The creditor's right to receive the deposit shall be extinguished if it is not exercised within five years from the date of deposit, and the deposit shall be owned by the State after deducting the cost of deposit.

Article 105 Where a creditor discharges part or all of the debtor's debts, the rights and obligations of the contract shall be partially or completely terminated.

Article 106 Where both a creditor's right and a debt belong to the same person, the rights and obligations of the contract shall be terminated, except where the interests of a third party are involved.

Chapter VII Liability for Breach of Contract

Article 107 Where one of the parties fails to perform its contractual obligations or the performance of contractual obligations is not in accordance with the agreement, it shall bear liability for breach of contract such as continuing to perform, taking remedial measures or compensating for losses.

Article 108 Where one of the parties expressly expresses or indicates by its own conduct that it has not performed its contractual obligations, the other party may require it to bear liability for breach of contract before the expiration of the performance period.

Article 109:Where one of the parties fails to pay the price or remuneration, the other party may request that it pay the price or remuneration.

Article 110:Where one of the parties fails to perform a non-monetary obligation or the performance of a non-monetary obligation is not in accordance with the agreement, the other party may request performance, except in any of the following circumstances:

(1) De jure or de facto inability to perform;

(b) the subject matter of the obligation is not suitable for compulsory performance or the cost of performance is too high;

(c) the creditor does not request performance within a reasonable period of time.

Article 111 Where the quality does not conform to the agreement, it shall bear the liability for breach of contract in accordance with the agreement of the parties. Where there is no agreement on liability for breach of contract or the agreement is unclear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, the injured party may, depending on the nature of the subject matter and the size of the loss, reasonably choose to require the other party to bear the liability for breach of contract such as repair, replacement, rework, return, reduction of price or remuneration.

Article 112 Where one of the parties fails to perform its contractual obligations or the performance of contractual obligations is not in accordance with the agreement, if the other party has other losses after performing its obligations or taking remedial measures, it shall compensate for the losses.

Article 113 Where one of the parties fails to perform its contractual obligations or the performance of contractual obligations does not conform to the agreement, causing losses to the other party, the amount of compensation for losses shall be equivalent to the losses caused by the breach of contract, including the benefits that can be obtained after the performance of the contract, but shall not exceed the losses that the breaching party foresaw or should have foreseen when concluding the contract. Where proprietors fraudulently provide goods or services to consumers, they shall bear liability for damages in accordance with the provisions of the Law of the People's Republic of China on the Protection of Consumer Rights and Interests.

Article 114 The parties may stipulate that when one party breaches the contract, it shall pay a certain amount of liquidated damages to the other party according to the circumstances of the breach, and may also agree on the method of calculating the amount of compensation for losses arising from the breach. Where the agreed liquidated damages are lower than the losses caused, the parties may request the people's court or arbitration institution to increase them; if the agreed liquidated damages are excessively higher than the losses caused, the parties may request the people's court or arbitration institution to appropriately reduce them. If the parties agree on liquidated damages for delay in performance, the defaulting party shall also perform the obligation after paying the liquidated damages.

Article 115 The parties may, in accordance with the provisions of the "Guarantee Law of the People's Republic of China", pay a deposit to the other party as security for the claim. After the debtor has fulfilled its obligations, the deposit shall be set off against the price or recovered. If the party paying the deposit fails to perform the agreed obligation, it has no right to claim the return of the deposit; if the party receiving the deposit does not perform the agreed debt, it shall return the deposit twice.

Article 116 Where the parties agree on both liquidated damages and deposits, if one party breaches the contract, the other party may choose to apply the liquidated damages or the deposit clause.

Article 117 Where a contract cannot be performed due to force majeure, the liability shall be exempted in part or in whole according to the impact of force majeure, unless otherwise provided by law. Where force majeure occurs after the parties delay performance, they cannot be exempted from liability. "Force majeure" as used in this Law refers to objective circumstances that cannot be foreseen, avoided or overcome.

Article 118 Where one of the parties is unable to perform the contract due to force majeure, it shall promptly notify the other party to mitigate the losses that may be caused to the other party, and shall provide proof within a reasonable period of time.

Article 119 After one of the parties breaches the contract, the other party shall take appropriate measures to prevent the expansion of the loss; if it does not take appropriate measures to cause the loss to expand, it shall not claim compensation for the expanded loss. The reasonable expenses incurred by the parties to prevent the expansion of losses shall be borne by the breaching party.

Article 120 Where both parties violate the contract, they shall each bear corresponding responsibility.

Article 121 Where one of the parties causes a breach of contract due to a third party, it shall bear liability for breach of contract to the other party. Disputes between one of the parties and a third party shall be settled in accordance with the provisions of law or in accordance with the agreement.

Article 122 Where the breach of contract by one of the parties infringes upon the personal or property rights and interests of the other party, the injured party has the right to choose to require it to bear liability for breach of contract in accordance with this Law or to require it to bear tort liability in accordance with other laws.

Chapter VIII: Other Provisions

Article 123 Where other laws provide otherwise on a contract, follow those provisions.

Article 124 The provisions of the General Provisions of this Law shall apply to contracts not expressly provided for in the sub-provisions of this Law or other laws, and reference may be made to the most similar provisions of this Sub-Provisions or other laws.

Article 125 Where there is a dispute between the parties' understanding of the terms of a contract, the true meaning of the clause shall be determined in accordance with the words and phrases used in the contract, the relevant terms of the contract, the purpose of the contract, the trading habits and the principle of good faith. Where the text of a contract is concluded in two or more languages and the agreement has the same effect, the words and phrases used in each text are presumed to have the same meaning. Where the words and phrases used in each text are inconsistent, they shall be interpreted in accordance with the purpose of the contract.

Article 126:The parties to a foreign-related contract may choose the law applicable to the handling of contract disputes, unless otherwise provided by law. If the parties to a foreign-related contract do not have a choice, the law of the country with which the contract is most closely linked shall apply. The laws of the People's Republic of China shall apply to Sino-foreign equity joint venture contracts, Sino-foreign cooperative venture contracts, and Sino-foreign cooperative exploration and exploitation of natural resources contracts performed within the territory of the People's Republic of China.

Article 127 The administrative departments for industry and commerce and other relevant competent administrative departments shall, within the scope of their respective powers and in accordance with the provisions of laws and administrative regulations, be responsible for supervising and handling illegal acts that use contracts to endanger the interests of the State or the societal public interest;

Article 128:Parties may resolve contractual disputes through settlement or mediation. If the parties are unwilling to settle or mediate, or if the settlement or mediation fails, they may apply to the arbitration institution for arbitration in accordance with the arbitration agreement. Parties to a foreign-related contract may apply for arbitration to a Chinese arbitration institution or other arbitration institution in accordance with the arbitration agreement. If the parties have not concluded an arbitration agreement or the arbitration agreement is invalid, they may file a lawsuit with the people's court. The parties shall perform the legally effective judgment, arbitral award, or mediation document; if they refuse to perform, the other party may request the people's court to enforce it.

Article 129 The period for initiating a lawsuit or applying for arbitration in connection with a dispute over a contract for the international sale of goods and a contract for the import and export of technology shall be four years, calculated from the date on which the parties know or should have known that their rights have been infringed. The time limit for initiating a lawsuit or applying for arbitration due to other contract disputes shall be in accordance with the provisions of relevant laws.

Sub-rules

Chapter IX Contracts of Sale and Purchase

Article 130 A contract of sale is a contract in which the seller transfers ownership of the subject matter to the buyer and the buyer pays the price.

Article 131 In addition to the provisions of Article 12 of this Law, the content of a sales contract may also include terms such as packaging methods, inspection standards and methods, settlement methods, words used in the contract and their validity.

Article 132 The subject matter of the sale shall belong to the seller or the seller shall have the right to dispose of it. Where laws or administrative regulations prohibit or restrict the transfer of subject matter, follow those provisions.

Article 133 The ownership of the subject matter shall be transferred from the time of delivery of the subject matter, unless otherwise provided by law or otherwise agreed by the parties.

Article 134 Where the parties may stipulate in the contract of sale that the buyer fails to perform the payment of the price or other obligations, the ownership of the subject matter shall belong to the seller.

Article 135 The seller shall perform the obligation to deliver to the buyer the subject matter or to deliver the documents for the extraction of the subject matter and to transfer ownership of the subject matter.

Article 136 The seller shall, in accordance with the agreement or trading customs, deliver to the buyer relevant documents and materials other than the documents for the extraction of the subject matter.

Article 137 Where a subject matter such as computer software with intellectual property rights is sold, the intellectual property rights of the subject matter shall not belong to the buyer unless otherwise provided by law or otherwise agreed by the parties.

Article 138 The seller shall deliver the subject matter in accordance with the agreed time limit. If the agreed delivery period is agreed, the seller may deliver at any time during that delivery period.

Article 139 Where the parties have not agreed on a time limit for delivery of the subject matter or the agreement is unclear, the provisions of Articles 61 and 62, Paragraph 4 of this Law shall apply.

Article 140 Where the subject matter is in the possession of the buyer before the conclusion of the contract, the time when the contra,ct takes effect is delivery time.

Article 141 The seller shall deliver the subject matter in accordance with the agreed place. Where the parties have not agreed on the place of delivery or the agreement is unclear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, the following provisions shall apply:

(a) if the subject matter needs to be transported, the seller shall deliver the subject matter to the first carrier for carriage to the buyer;

(ii) The subject matter does not need to be transported and the seller and the buyer shall deliver the subject matter at a certain place when concluding the contract;

Article 142 The risk of damage or loss of the subject matter shall be borne by the seller before the delivery of the subject matter and borne by the buyer after delivery, unless otherwise provided by law or otherwise agreed by the parties.

Article 143 If, due to the buyer's reasons, the subject matter cannot be delivered within the agreed time limit, the buyer shall bear the risk of damage or loss of the subject matter from the date of violation of the agreement.

Article 144 Unless otherwise agreed by the parties, the risk of damage or loss shall be borne by the buyer from the time the contract is formed when the contract is formed.

Article 145 Where the parties have not agreed on the place of delivery or the agreement is unclear, and the subject matter needs to be transported in accordance with the provisions of paragraph 2, item 1 of Article 141 of this Law, the seller shall bear the risk of damage or loss of the subject matter after delivering the subject matter to the first carrier.

Article 146 Where the seller places the subject matter at the place of delivery in accordance with the agreement or in accordance with the provisions of subparagraph (2) of the second paragraph of article 141 of this Law, and the buyer fails to collect it in violation of the agreement, the risk of damage or loss of the subject matter shall be borne by the buyer from the date of the violation of the agreement.

Article 147 Where the seller fails to deliver the documents and materials concerning the subject matter in accordance with the agreement, it shall not affect the transfer of the risk of damage or loss of the subject matter.

Article 148 Where the purpose of the contract cannot be achieved because the quality of the subject matter does not meet the quality requirements, the buyer may refuse to accept the subject matter or rescind the contract. If the buyer refuses to accept the subject matter or rescinds the contract, the risk of damage or loss of the subject matter shall be borne by the seller.

Article 149 Where the risk of damage or loss of the subject matter is borne by the buyer, it shall not affect the buyer's right to require the seller to bear liability for breach of contract because its performance of its obligations is not in accordance with the agreement.

Article 150 The seller shall have an obligation to ensure that the third party shall not claim any right against the buyer with respect to the subject matter delivered, unless otherwise provided by law.

Article 151 Where the buyer knows or should have known at the time of conclusion of the contract that a third party has rights in the subject matter of the sale, the seller shall not bear the obligations provided for in Article 150 of this Law.

Article 152 Where the buyer has conclusive evidence to prove that a third party may claim rights in respect of the subject matter, it may suspend the payment of the corresponding price, unless the seller provides appropriate security.

Article 153 The seller shall deliver the subject matter in accordance with the agreed quality requirements. Where the seller provides a description of the quality of the subject matter, the subject matter delivered shall meet the quality requirements of that description.

Article 154 Where the parties have not agreed on the quality requirements of the subject matter or the agreement is unclear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, the provisions of Paragraph 1 of Article 62 of this Law shall apply.

Article 155 Where the subject matter delivered by the seller does not meet the quality requirements, the buyer may claim liability for breach of contract in accordance with the provisions of Article 111 of this Law.

Article 156 The seller shall deliver the subject matter in accordance with the agreed packaging method. Where there is no agreement on the packaging method or the agreement is not clear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, it shall be packaged in a general manner, and if there is no general method, a packaging method sufficient to protect the subject matter shall be adopted.

Article 157 When the buyer receives the subject matter, it shall inspect it within the agreed inspection period. Where there is no agreed inspection period, the inspection shall be carried out in a timely manner.

Article 158 Where the parties agree on an inspection period, the buyer shall notify the seller of the fact that the quantity or quality of the subject matter does not conform to the agreement during the inspection period. If the buyer neglects to notify, it shall be deemed that the quantity or quality of the subject matter conforms to the agreement. If the parties have not agreed on an inspection period, the buyer shall notify the seller within a reasonable period of time within which it discovers or should discover that the quantity or quality of the subject matter does not conform to the agreement. If the buyer fails to notify the seller within a reasonable period of time or within two years from the date of receipt of the subject matter, the quantity or quality of the subject matter shall be deemed to be in accordance with the agreement, but if there is a quality assurance period for the subject matter, the quality assurance period shall apply, and the provisions of the two years shall not apply. If the seller knows or should have known that the subject matter supplied is not in conformity with the agreement, the buyer shall not be subject to the time limit of notice provided for in the preceding two paragraphs.

Article 159 The buyer shall pay the price in accordance with the agreed amount. Where there is no agreement on the consideration price or the agreement is unclear, the provisions of Article 61 and Article 62, Paragraph 2 of this Law shall apply.

Article 160 The buyer shall pay the price in accordance with the agreed place. Where there is no agreement on the place of payment or the agreement is unclear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, the buyer shall pay at the seller's place of business, but if the agreed payment is conditional on the delivery of the subject matter or the delivery of the document for the extraction of the subject matter, the payment shall be made at the place where the subject matter is delivered or the document for the extraction of the subject matter is delivered.

Article 161 The buyer shall pay the price in accordance with the agreed time. If there is no agreement on the time of payment or the agreement is not clear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, the buyer shall pay at the same time as receiving the subject matter or extracting the subject matter document.

Article 162 Where the seller over-delivers the subject matter, the buyer may accept or refuse to accept the over-paid portion. If the buyer accepts the overpaid portion, it shall pay the price at the price of the contract;

Article 163 The fruits of the subject matter arising before delivery shall belong to the seller, and the fruits arising after delivery shall belong to the buyer.

Article 164 Where a contract is terminated because the subject matter of the subject matter does not conform to the agreement, the effect of the rescission of the contract shall extend to the accessory. If the subject matter is terminated because the subordinate property does not conform to the agreement, the effect of the rescission does not extend to the subject matter.

Article 165 Where the subject matter is a number of things, and one of them does not conform to the agreement, the buyer may terminate the matter, but if the separation of the object from the other causes the value of the subject matter to be manifestly impaired, the parties may rescind the contract with respect to the number of things.

Article 166 Where the seller delivers the subject matter in batches, and the seller fails to deliver one of the subject matter in batches or the delivery does not conform to the agreement, so that the subject matter of the batch cannot achieve the purpose of the contract, the buyer may terminate the subject matter of the batch. If the seller fails to deliver one of the subject matter or the delivery is not in accordance with the agreement, so that the delivery of the other batches of subject matter in the future cannot achieve the purpose of the contract, the buyer may terminate the subject matter of the batch and the other future batches. If a buyer is discharged in respect of one of the instalments of subject matter, and the subject matter of the instalment is interdependent with the other instalments, it may be discharged of the subject matter of the instalments that have been delivered and the subject matter that have not been delivered.

Article 167 If the amount of the buyer who pays in installments does not pay the price due reaches one-fifth of the total price, the seller may require the buyer to pay the full price or rescind the contract. If the seller rescinds the contract, it may demand payment from the buyer for royalties for the use of the subject matter.

Article 168 A party who buys or sells on the basis of samples shall seal the samples and may explain the quality of the samples. The subject matter delivered by the seller shall be of the same quality as the sample and its description.

Article 169 If the buyer who buys or sells on the basis of a sample does not know that the sample has hidden defects, even if the subject matter delivered is the same as the sample, the quality of the subject matter delivered by the seller shall still meet the usual standards of the same kind.

Article 170 The parties to a trial sale may agree on a probationary period for the subject matter. Where there is no agreement on the probationary period or the agreement is unclear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, it shall be determined by the seller.

Article 171 A buyer of a trial sale may purchase the subject matter during the probationary period or may refuse to purchase it. If the probationary period expires and the buyer does not express whether to purchase the subject matter, it shall be deemed to be purchased.

Article 172 The rights and obligations of the parties to tendering, bidding and trading, as well as the procedures for tendering and bidding, shall be in accordance with the provisions of relevant laws and administrative regulations.

Article 173 The rights and obligations of the parties to the auction and the auction procedures shall be in accordance with the provisions of relevant laws and administrative regulations.

Article 174 Where the law has provisions on other contracts for compensation, follow those provisions; if there are no provisions, reference shall be made to the relevant provisions of the sales contract.

Article 175 Where the parties agree on a barter transaction and transfer ownership of the subject matter, reference shall be made to the relevant provisions of the sales contract.

Chapter 10 Contracts for the Supply of Electricity, Water, Gas and Heat

Article 176 A contract for the supply and use of electricity is a contract in which the power supplier supplies electricity to the electricity user and the user pays the electricity fee.

Article 177 The content of the contract for the supply and use of electricity shall include the manner, quality and time of power supply, the capacity, address and nature of electricity used, the method of measurement, the method of settlement of electricity prices and charges, and the maintenance responsibility of power supply and consumption facilities。

Article 178 The place of performance of a contract for the supply and use of electricity shall be in accordance with the agreement of the parties; if there is no agreement between the parties or the agreement is unclear, the demarcation of the property rights of the power supply facility shall be the place of performance。

Article 179 The power supplier shall supply electricity safely in accordance with the power supply quality standards and agreements stipulated by the State。 Where the power supplier fails to supply power safely in accordance with the power supply quality standards and agreements stipulated by the State, causing losses to the user of electricity, it shall bear the liability for compensation for damages。

Article 180 When a power supplier needs to interrupt the power supply due to reasons such as planned maintenance of power supply facilities, temporary maintenance, power curtailment in accordance with law, or illegal use of electricity by the user of electricity, he shall notify the electricity user in advance in accordance with the relevant provisions of the State。 If the electricity user is interrupted by the electricity user without prior notification, causing losses to the user, he shall bear the liability for damage compensation.

Article 181 Where electricity is cut off due to natural disasters or other reasons, the power supply provider shall promptly repair it in accordance with the relevant provisions of the State。 Failure to repair in a timely manner, resulting in losses to the user of electricity, shall bear the liability for damage compensation.

Article 182 The electricity user shall pay the electricity bill in a timely manner in accordance with the relevant provisions of the State and the agreement of the parties。 If the electricity user fails to pay the electricity bill within the time limit, he shall pay liquidated damages in accordance with the agreement。 Where the electricity user is reminded that the electricity fee and liquidated damages are still not paid within a reasonable period of time, the power supplier may suspend the power supply in accordance with the procedures prescribed by the State。

Article 183 The electricity user shall use electricity safely in accordance with the relevant provisions of the State and the agreement of the parties。 Where the electricity user fails to use electricity safely in accordance with the relevant provisions of the State and the agreement of the parties, causing losses to the power supplier, he shall bear the liability for damages.

Article 184 Contracts for the supply of water, gas and heat shall refer to the relevant provisions of the contract for the supply and use of electricity。

Chapter XI Gift Contracts

Article 185 A gift contract is a contract in which the donor gives his or her property to the donee free of charge, and the donee expresses acceptance of the gift.

Article 186 The donor may revoke the gift before the transfer of the rights in the donated property. The provisions of the preceding paragraph shall not apply to donation contracts or notarized gift contracts that have the nature of social welfare or moral obligations such as disaster relief and poverty alleviation.

Article 187 Where donated property needs to go through formalities such as registration in accordance with law, the relevant formalities shall be completed.

Article 188:Where a donation contract or a notarized gift contract has the nature of social welfare or moral obligations such as disaster relief or poverty alleviation, and the donor does not deliver the donated property, the recipient may request delivery.

Article 189 Where the donated property is damaged or lost due to the donor's intent or gross negligence, the donor shall bear the liability for compensation for damages.

Article 190:Gifts may be accompanied by obligations. Where the gift is accompanied by obligations, the donee shall perform the obligations in accordance with the agreement.

Article 191 Where the property donated is defective, the donor shall not be liable. In the case of a gift with obligations, if the property donated is defective, the donor bears the same responsibility as the seller within the limits of the obligation attached. Where the donor deliberately fails to inform the defect or guarantees that there is no defect, causing the loss of the recipient, he shall bear the liability for compensation for damages.

Article 192:In any of the following circumstances, the donor may revoke the donation:

(1) Seriously infringing upon the donor or the donor's close relatives;

(2) Having an obligation to support the donor and failing to perform it;

(3) Failure to perform the obligations stipulated in the gift contract.

The donor's right of revocation shall be exercised within one year from the date on which the donor knows or should have known the reason for the revocation.

Article 193:Where the donor's unlawful conduct causes the donor to die or lose his or her capacity for civil conduct due to the recipient's illegal conduct, the donor's heirs or legally-designated representative may revoke the donation. The right of revocation of the heirs or legal representatives of the donor shall be exercised within six months from the date on which the reason for the revocation is known or should have been known.

Article 194 Where the holder of the right of revocation revokes the donation, he may request the return of the donated property from the donee.

Article 195 Where the donor's economic situation has deteriorated significantly, seriously affecting his production, operation, or family life, he may no longer perform the gift obligation.

Chapter XII Loan Contracts

Article 196 A loan contract is a contract in which the borrower borrows money from the lender, returns the loan when due, and pays interest.

Article 197 The loan contract shall be in writing, unless otherwise agreed upon in the loan between natural persons. The content of the loan contract includes the terms of the loan type, currency, purpose, amount, interest rate, term and repayment method.

Article 198 When concluding a loan contract, the lender may require the borrower to provide a guarantee. The guarantee shall be in accordance with the provisions of the Guarantee Law of the People's Republic of China.

Article 199 When concluding a loan contract, the borrower shall provide the true situation of the business activities and financial situation related to the loan in accordance with the requirements of the lender.

Article 200 Interest on loans shall not be deducted from the principal amount in advance. If the interest is deducted from the principal amount in advance, the loan shall be returned and the interest shall be calculated according to the actual amount borrowed.

Article 201 Where a lender fails to provide a loan on the agreed date and amount, causing losses to the borrower, it shall compensate for the losses. If the borrower fails to collect the loan according to the agreed date and amount, he shall pay interest in accordance with the agreed date and amount.

Article 202 The lender may, in accordance with the agreement, inspect and supervise the use of the loan. The borrower shall provide the lender with relevant financial accounting statements and other information on a regular basis in accordance with the agreement.

Article 203 Where the borrower fails to use the loan in accordance with the agreed purpose of the loan, the lender may stop issuing the loan, recover the loan in advance or terminate the contract.

Article 204 The interest rate of a loan made by a financial institution handling loan business shall be determined in accordance with the upper and lower limits of the loan interest rate prescribed by the Chinese Bank.

Article 205 The borrower shall pay interest in accordance with the agreed period. If there is no agreement on the period for the payment of interest or the agreement is unclear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, the loan period is less than one year, it shall be paid at the time of return of the loan; if the loan period is more than one year, it shall be paid at the expiration of each year, and if the remaining period is less than one year, it shall be paid together when the loan is returned.

Article 206 The borrower shall return the loan in accordance with the agreed time limit. If there is no agreement on the term of the loan or the agreement is unclear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, the borrower may return it at any time; the lender may urge the borrower to return it within a reasonable period of time.

Article 207 Where a borrower fails to return the loan within the agreed time limit, he shall pay overdue interest in accordance with the agreement or relevant provisions of the State.

Article 208 Where a borrower repays the loan in advance, unless otherwise agreed by the parties, interest shall be calculated in accordance with the period of the actual loan.

Article 209 The borrower may apply to the lender for an extension before the expiration of the repayment period. If the lender agrees, it can be extended.

Article 210 A loan contract between natural persons shall take effect when the lender provides the loan.

Article 211 Where there is no agreement on the payment of interest in a loan contract between natural persons, or the agreement is unclear, it shall be deemed that interest is not paid. Where the loan contract between natural persons stipulates the payment of interest, the interest rate of the loan shall not violate the provisions of the State on restricting the interest rate of the loan.

Chapter 13 Lease Contracts

Article 212 A lease contract is a contract in which the lessor delivers the leased property to the lessee for use and income, and the lessee pays the rent.

Article 213 The content of the lease contract includes the name, quantity, purpose, lease term, rent and the period and method of payment of the leased property, and the maintenance of the leased property.

Article 214 The term of the lease shall not exceed 20 years. For more than twenty years, the excess part is invalid. At the expiration of the lease period, the parties may renew the lease contract, provided that the agreed lease term shall not exceed 20 years from the date of renewal.

Article 215 Where the lease term is more than six months, it shall be in writing. If the parties do not use the form of writing, it shall be regarded as an indefinite lease.

Article 216 The lessor shall deliver the leased property to the lessee in accordance with the agreement and keep the leased property in accordance with the agreed purpose during the lease period.

Article 217 The lessee shall use the leased property in accordance with the agreed method. Where there is no agreement on the method of use of the leased property or the agreement is not clear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, it shall be used in accordance with the nature of the leased property.

Article 218 Where the lessee uses the leased property in accordance with the agreed method or the nature of the leased property, causing the leased property to be worn out, it shall not be liable for damages.

Article 219 Where the lessee fails to use the leased property in accordance with the agreed method or the nature of the leased property, resulting in losses to the leased property, the lessor may rescind the contract and claim compensation for the losses.

Article 220 The lessor shall perform the obligation to maintain the leased property, unless otherwise agreed by the parties.

Article 221 When the leased property needs to be repaired, the lessee may request the lessor to repair it within a reasonable period of time. If the lessor fails to perform the maintenance obligation, the lessee may repair it himself, and the maintenance cost shall be borne by the lessor. If the use of the leased property is affected by the lessee due to maintenance, the rent shall be reduced or the lease period shall be extended accordingly.

Article 222 The lessee shall properly take care of the leased property, and if the leased property is damaged or lost due to improper storage, it shall bear the liability for compensation for damages.

Article 223 The lessee may, with the consent of the lessor, improve the leased property or add other items. If the lessee improves the leased property or adds other things without the consent of the lessor, the lessor may require the lessee to restore the original state or compensate for the losses.

Article 224 The lessee may, with the consent of the lessor, sublease the leased property to a third party. If the lessee subleases, the lease contract between the lessee and the lessor shall continue to be valid, and if a third party causes losses to the leased property, the lessee shall compensate for the losses. If the lessee subleases without the consent of the lessor, the lessor may terminate the contract.

Article 225 The proceeds obtained from the possession or use of the leased property during the lease period shall belong to the lessee, unless otherwise agreed by the parties.

Article 226 The lessee shall pay the rent in accordance with the agreed time limit. If there is no agreement on the payment period or the agreement is unclear, it is still uncertain in accordance with the provisions of Article 61 of this Law, and the lease period is less than one year, it shall be paid at the expiration of the lease period; if the lease period is more than one year, it shall be paid at the expiration of each term, and if the remaining period is less than one year, it shall be paid at the expiration of the lease period.

Article 227 Where the lessee fails to pay or delays in paying the rent without a legitimate reason, the lessor may require the lessee to pay within a reasonable period of time. If the lessee fails to pay within the time limit, the lessor may terminate the contract.

Article 228 Where the lessee is unable to use or benefit from the leased property due to a third party's claim for rights, the lessee may request a reduction in the rent or not pay the rent. Where a third party claims rights, the lessee shall promptly notify the lessor.

Article 229 Where the ownership of the leased property changes during the lease period, it shall not affect the validity of the lease contract.

Article 230 Where a lessor sells a leased house, it shall notify the lessee within a reasonable period of time before the sale, and the lessee shall enjoy the right of first refusal to purchase on the same terms.

Article 231 Where part or total of the leased property is damaged or lost due to reasons that cannot be attributed to the lessee, the lessee may request a reduction in the rent or not pay the rent; if the purpose of the contract cannot be achieved due to partial or total damage or loss of the leased property, the lessee may rescind the contract.

Article 232 Where the parties have not agreed on the term of the lease or the agreement is unclear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, it shall be regarded as an indefinite lease. The parties may rescind the contract at any time, provided that the lessor rescinds the contract by notifying the lessee before a reasonable period of time.

Article 233 If the leased property endangers the safety or health of the lessee, the lessee may still terminate the contract at any time even if the lessee knows at the time of conclusion of the contract that the quality of the leased property is unqualified.

Article 234 Where a lessee dies during the lease of a house, the person who lived with him before his death may lease the house in accordance with the original lease contract.

Article 235 Upon the expiry of the lease period, the lessee shall return the leased property. The returned leased property shall conform to the state after use in accordance with the agreement or the nature of the leased property.

Article 236 Where the lease period expires and the lessee continues to use the leased property and the lessor does not raise objections, the original lease contract shall continue to be valid, but the lease term shall be indefinite.

Chapter 14 Financial Lease Contracts

Article 237 A financial lease contract is a contract in which the lessor purchases the leased property from the seller and provides it to the lessee for use, and the lessee pays the rent, based on the lessee's choice of the seller or the leased property.

Article 238 The content of a financial lease contract includes the name, quantity, specifications, technical performance, inspection method, lease term, composition of the lease and the period and method of payment of the leased property, currency, ownership of the leased property at the end of the lease period, and other terms. The financial lease contract shall be in writing.

Article 239 In a contract of sale concluded by the lessor on the basis of the lessee's choice of seller or leased property, the seller shall deliver the subject matter to the lessee in accordance with the agreement, and the lessee shall enjoy the rights of the buyer in relation to the subject matter received.

Article 240 The lessor, seller or lessee may agree that if the seller fails to perform its obligations under the sale contract, the lessee shall exercise the right to make a claim. If the lessee exercises the right to claim, the lessor shall assist.

Article 241 In a sale and purchase contract concluded by the lessor on the basis of the lessee's choice of the seller or the leased property, the lessor shall not change the content of the contract related to the lessee without the consent of the lessee.

Article 242 The lessor shall enjoy the ownership of the leased property. If the lessee is bankrupt, the leased property does not belong to the bankruptcy estate.

Article 243 The rent of a financial lease contract shall, unless otherwise agreed by the parties, be determined on the basis of the purchase of most or all of the cost of the leased property and the reasonable profits of the lessor.

Article 244 Where the leased property does not conform to the agreement or does not conform to the purpose of use, the lessor shall not be liable, except where the lessee relies on the lessor's skills to determine the leased property or the lessor intervenes in the selection of the leased property.

Article 245 The lessor shall ensure 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 when the lessee is in possession of the leased property, the lessor shall not be liable.

Article 247 The lessee shall properly keep and use the leased property. The lessee shall perform the maintenance obligation during the period of possession of the leased property.

Article 248 The lessee shall pay the rent in accordance with the agreement. If the lessee fails to pay the rent within a reasonable period of time after being reminded, the lessor may request payment of the full rent; it may also terminate the contract and recover the leased property.

Article 249 Where the parties agree that the leased property shall belong to the lessee at the end of the lease period, and the lessee has paid most of the rent, but is unable to pay the remaining rent, and the lessor therefore terminates the contract to recover the leased property, the value of the leased property recovered exceeds the rent owed by the lessee and other expenses, and the lessee may request partial return.

Article 250 The lessor and the lessee may agree on the ownership of the leased property at the end of the lease period. If there is no agreement on the ownership of the leased property or the agreement is not clear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, the ownership of the leased property shall belong to the lessor.

Chapter XV Contracting

Article 251 A contracting contract is a contract in which the contractor completes the work in accordance with the requirements of the contractor, delivers the results of the work, and the contractor pays remuneration. Contracting includes processing, customization, repair, reproduction, testing, inspection and other work.

Article 252 The content of the contracting contract includes the terms of the subject matter, quantity, quality, remuneration, contracting method, provision of materials, performance period, acceptance criteria and methods.

Article 253 The contractor shall use its own equipment, technology and labor to complete the main work, unless otherwise agreed by the parties. If the contractor entrusts the main work it undertakes to a third party to complete, it shall be responsible to the contractor for the results of the work completed by the third party;

Article 254 A contractor may entrust the auxiliary work it undertakes to a third party to complete. Where the contractor entrusts the auxiliary work it undertakes to a third party to complete, it shall be responsible to the contractor for the results of the work completed by the third party.

Article 255 Where the contractor provides materials, the contractor shall select the materials in accordance with the agreement and accept the test of the contractor.

Article 256:Where the contractor provides materials, the contractor shall provide the materials in accordance with the agreement. The contractor shall promptly inspect the materials provided by the contractor, and when it is found that it does not conform to the agreement, it shall promptly notify the contractor to replace, complete or take other remedial measures. The contractor shall not replace the materials provided by the contractor without authorization, and shall not replace the parts that do not need to be repaired.

Article 257 Where the contractor discovers that the drawings or technical requirements provided by the contractor are unreasonable, it shall promptly notify the contractor. If the contractor suffers losses due to the contractor's sluggishness in replying, it shall compensate for the losses.

Article 258 Where the contractor changes the requirements of the contracting work in the middle of the way, causing losses to the contractor, he shall compensate for the losses.

Article 259 Where the contracting work requires the assistance of the contractor, the contractor has the obligation to assist. If the contractor fails to perform the obligation of assistance, resulting in the inability to complete the contracting work, the contractor may urge the contractor to perform its obligations within a reasonable period of time and may extend the performance period;

Article 260 During the period of work, the contractor shall accept the necessary supervision and inspection of the contractor. The contractor shall not obstruct the contractor's normal work due to supervision and inspection.

Article 261 Where the contractor completes the work, it shall deliver the work results to the contractor, and submit the necessary technical information and relevant quality certificates. The customizer shall accept the work results.

Article 262 Where the work products delivered by the contractor do not meet the quality requirements, the contractor may require the contractor to bear the liability for breach of contract such as repair, rework, reduction of remuneration, and compensation for losses.

Article 263 The contractor shall pay remuneration in accordance with the agreed time limit. Where there is no agreement on the time limit for the payment of remuneration or the agreement is unclear, and it is still uncertain in accordance with the provisions of Article 61 of this Law, the contractor shall pay when the contractor delivers the work product; where the work product is partially delivered, the contractor shall pay accordingly.

Article 264 Where the contractor fails to pay remuneration or material fees equivalent to the contractor, the contractor shall have the right of retention in respect of the work products completed, unless otherwise agreed by the parties.

Article 265 The contractor shall properly keep the materials provided by the contractor and the work results completed, and if the damage or loss is caused by poor storage, it shall bear the liability for compensation for damages.

Article 266 The contractor shall keep secrets in accordance with the requirements of the contractor, and shall not retain copies or technical materials without the permission of the contractor.

Article 267 The co-contractor shall bear joint and several liability to the contractor, unless otherwise agreed by the parties.

Article 268 Where the contractor may terminate the contract at any time, and if the contractor suffers losses, it shall compensate for the losses.

  

Chapter XVI Contracts for Construction Projects

Article 269 A construction project contract is a contract in which the contractor carries out the construction of the project and the contractor pays the price. Construction contracts include engineering survey, design and construction contracts.

Article 270 A construction project contract shall be in writing.

Article 271 Bidding and bidding activities for construction projects shall be conducted openly, fairly and impartially in accordance with the provisions of relevant laws.

Article 272 The contract issuer may conclude a construction project contract with the general contractor, or may conclude a survey, design and construction contract with the surveyor, designer and builder respectively. The contract issuer may not dismember a construction project that should be completed by one contractor into several parts and issue a contract to several contractors. The general contractor or the survey, design or construction contractor may, with the consent of the contract issuer, entrust part of the work contracted by itself to a third party to complete. The third party shall be jointly and severally liable to the contract issuer for the work results it has completed with the general contractor or the survey, design and construction contractor. A contractor may not subcontract all the construction projects it has contracted to a third party or separately subcontract all the construction projects it has contracted to a third party in the name of subcontracting after dismemberment. Contractors are prohibited from subcontracting projects to units that do not have the corresponding qualifications. Subcontractors are prohibited from subcontracting their contracted projects. The construction of the main structure of the construction project must be completed by the contractor himself.

Article 273 Contracts for major national construction projects 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 content of the survey and design contract includes the time limit, quality requirements, costs and other cooperation conditions for submitting relevant basic information and documents (including the budget estimate).

Article 275 The content of the construction contract includes the scope of the project, the construction period, the start and completion time of the intermediate delivery project, the project quality, the project cost, the delivery time of technical data, the responsibility for the supply of materials and equipment, the appropriation and settlement, the completion acceptance, the scope of the quality warranty and the quality assurance period, and the mutual cooperation between the two parties.

Article 276 Where a construction project is supervised, the contract issuer shall conclude a contract of entrustment of supervision with the supervisor in writing. The rights and obligations and legal responsibilities of the contract issuer and the supervisor shall be in accordance with the provisions of this Law on entrustment contracts and other relevant laws and administrative regulations.

Article 277 The contract issuer may, at any time, inspect the progress and quality of the operation without obstructing the contractor's normal operation.

Article 278 Before the concealment of a hidden project, the contractor shall notify the contractor to inspect it. If the contractor fails to inspect it in a timely manner, the contractor may postpone the date of the project and have the right to claim compensation for losses such as work stoppage and nest work.

Article 279 After the completion of a construction project, the contract issuer shall promptly conduct acceptance according to the construction drawings and instructions, the construction acceptance specifications and quality inspection standards issued by the State. If the acceptance is qualified, the contract issuer shall pay the price in accordance with the agreement and accept the construction project. After the completion experience of the construction project is qualified, it can be delivered for use; if there is no experience in acceptance or unqualified acceptance, it shall not be delivered for use.

Article 280 Where the quality of the survey or design does not meet the requirements or the failure to submit the survey or design documents in accordance with the time limit delays the construction period, causing losses to the contractor, the surveyor and designer shall continue to improve the survey or design, reduce or waive the survey and design fees and compensate for the losses.

Article 281 Where the quality of the construction project does not conform to the agreement due to the reasons of the builder, the contract issuer has the right to require the builder to repair or rework or reconstruct it free of charge within a reasonable period of time. After repair, rework or reconstruction, resulting in late delivery, the builder shall bear the liability for breach of contract.

Article 282 Where the contractor causes personal and property damage to the construction project within the period of reasonable use due to the contractor's reasons, the contractor shall bear the liability for compensation for damages.

Article 283 Where the contract issuer fails to provide raw materials, equipment, sites, funds and technical information in accordance with the agreed time and requirements, the contractor may postpone the date of the project and have the right to claim compensation for losses such as work stoppage and nest work.

Article 284 Where the construction of the project is stopped or postponed due to the reasons of the contractor, the contractor shall take measures to make up for or reduce the losses, and compensate the contractor for the losses and actual expenses such as suspension of work, nest work, reverse transportation, relocation of machinery and equipment, and backlog of materials and components caused by the contractor.

Article 285 Where the contractor changes the plan, the information provided is inaccurate, or the rework, suspension or modification of the survey or design is caused by the failure to provide the necessary survey or design working conditions within the time limit, the contract issuer shall pay an additional fee in accordance with the workload actually consumed by the surveyor or designer.

Article 286 Where the contract issuer fails to pay the price in accordance with the agreement, the contractor may urge the contractor to pay the price within a reasonable period of time. If the contract issuer fails to pay within the time limit, the contractor may, except for those who are not suitable for discounting or auctioning according to the nature of the construction project, the contractor may agree with the contract issuer to discount the project, or may apply to the people's court to auction the project in accordance with law. The price of a construction project shall be reimbursed in priority in the case of the discounted price of the project or the price of the auction.

Article 287 Where there are no provisions in this Chapter, the relevant provisions of the contracting contract shall apply.

Chapter XVII Contract of Carriage

Section 1 General Provisions

Article 288 A contract of carriage is a contract in which the carrier transports the passenger or goods from the place of origin to the agreed place, and the passenger, shipper or consignee pays the fare or the cost of carriage.

Article 289 A carrier engaged in public transport shall not refuse the usual and reasonable transportation requirements of passengers or shippers.

Article 290 The carrier shall safely transport passengers and goods to the agreed place within the agreed period or reasonable period.

Article 291 The carrier shall transport passengers and goods to the agreed place in accordance with the agreed or usual transportation route.

Article 292 The passenger, shipper or consignee shall pay the fare or transportation costs. If the carrier fails to increase the fare or transportation costs in accordance with the agreed route or the usual route, the passenger, shipper or consignee may refuse to pay the additional part of the fare or transportation costs.

Section 2 Passenger Transport Contracts

Article 293 A passenger transport contract shall be established when the carrier delivers the ticket to the passenger, unless otherwise agreed by the parties or has other trading habits.

Article 294 Passengers shall hold a valid ticket for carriage. Passengers who take the carriage without a ticket, over-the-way, skip the level of carriage or take a lapse ticket shall pay the fare in excess, and the carrier may collect the fare in accordance with the regulations. If the passenger does not pay the fare, the carrier may refuse the carriage.

Article 295 If a passenger is unable to ride according to the time recorded in the ticket due to his own reasons, he shall go through the refund or change procedures within the agreed time. If the process is overdue, the carrier may not refund the fare and no longer bear the obligation of transportation.

Article 296 Passengers shall carry a limited amount of baggage during carriage in accordance with the agreed limit. If the limited amount of baggage is exceeded, it shall go through the check-in procedures.

Article 297 Passengers shall not carry in their baggage flammable, explosive, toxic, corrosive, radioactive or dangerous goods or other prohibited items that may endanger the safety of persons and property on the means of transport. If the passenger violates the provisions of the preceding paragraph, the carrier may unload, destroy or send the prohibited items to the relevant departments. If the passenger insists on carrying or entrains prohibited items, the carrier shall refuse to carry the goods.

Article 298 The carrier shall promptly inform the passenger of the important reasons for the inability to carry out normal carriage and the matters that should be paid attention to in safe transportation.

Article 299 The carrier shall transport passengers in accordance with the time and frequency specified in the ticket. If the carrier delays transportation, it shall arrange for another flight or refund according to the passenger's request.