合同法英文版(完整版)

　　

【正文】 to those of the offer. A purported acceptance dispatched by the offeree which materially alters the terms of the offer constitutes a new offer. A change in the subject matter, quantity, quality, price or remuneration, time, place and method of performance, liabilities for breach of contract or method of dispute resolution is a material change to the terms of the offer. Article 31 Acceptance Containing Nonmaterial Changes An acceptance containing nonmaterial changes to the terms of the offer is nevertheless valid and the terms thereof prevail as the terms of the contract, unless the offeror timely objects to such changes or the offer indicated that acceptance may not contain any change to the terms thereof. Article 32 Time of Formation in Case of Memorandum of Contract Where the parties enter into a contract by a memorandum of contract, the contract is formed when it is signed or sealed by the parties. Article 33 Time of Formation in Case of Letters or Electronic Messages。 (viii) method of dispute resolution. The parties may enter into a contract by referencing a model contract for the relevant contract category. Article 13 OfferAcceptance A contract is concluded by the exchange of an offer and an acceptance. Article 14 Definition of Offer An offer is a party‘s manifestation of intention to enter into a contract with the other party, which shall ply with the following: (i) Its terms are specific and definite。 Contract through Agent In entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts. A party may appoint an agent to enter into a contract on its behalf under the law. Article 10 Forms of Contract。 Henry Liu GENERAL PRINCIPLES Chapter One: General Provisions Article 1 Purpose This Law is formulated in order to protect the lawful rights and interests of contract parties, to safeguard social and economic order, and to promote socialist modernization. Article 2 Definition of Contract。 (v) price or remuneration。 (iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance。 (ii) intentionally concealing a material fact relating to the conclusion of the contract or supplying false information。 (iv) The contract harms public interests。 Supplementary Agreement If a term such as quality, price or remuneration, or place of performance etc. was not prescribed or clearly prescribed, after the contract has taken effect, the parties may supplement it through agreement。 (v) If the method of performance was not clearly prescribed, performance shall be rendered in a manner which is conducive to realizing the purpose of the contract。 Limitation Where the obligor delayed in exercising its creditor‘s right against a third person that was due, thereby harming the obligee, the obligee may petition the People‘s Court for subrogation, except where such creditor‘s right is exclusively personal to the obligor. The scope of subrogation is limited to the extent of the obligee‘s right to performance. The necessary expenses for subrogation by the obligee shall be borne by the obligor. Article 74 Obligee‘s Right to Cancel Manifestly Unreasonable Act by Obligor Where the obligor waived its creditor‘s right against a third person that was due or assigned its property without reward, thereby harming the obligee, the obligee may petition the People‘s Court for cancellation of the obligor‘s act. Where the obligor assigned its property at a low price which is manifestly unreasonable, thereby harming the obligee, and the assignee was aware of the situation, the obligee may also petition the People‘s Court for cancellation of the obligor‘s act. The scope of cancellation right is limited to the extent of the obligee‘s right to performance. The necessary expenses for the obligee‘s exercise of its cancellation right shall be borne by the obligor. Article 75 Time Limit for Exercising Obligee‘s Cancellation Right The obligee‘s cancellation right shall be exercised within one year, mencing on the date when it became, or should have bee, aware of the cause for cancellation. Such cancellation right is extinguished if not exercised within five years, mencing on the date of occurrence of the obligor‘s act. Article 76 A Party‘s Internal Change Not Excuse for Nonperformance Once a contract bees effective, a party may not refuse to perform its obligations thereunder on grounds of any change in its name or change of its legal representative, person in charge, or the person handling the contract. Chapter Five: Amendment and Assignment of Contracts Article 77 Amendment。 (ii) It has engaged in transfer of assets or withdrawal of funds for the purpose of evading debts。 absent any state or industry standard, performance shall be in accordance with the customary standard or any particular standard consistent with the purpose of the contract。 (ii) excluding one party‘s liability for property loss caused to the other party by its intentional misconduct or gross negligence. Article 54 Contract Subject to Amendment or Cancellation Either of the parties may petition the People‘s Court or an arbitration institution for amendment or cancellation of a contract if: (i) the contract was concluded due to a material mistake。 Liability for Disclosure or Improper Use A party may not disclose or improperly use any trade secret which it became aware of in the course of negotiating a contract, regardless of whether a contract is formed. If the party disclosed or improperly used such trade secret, thereby causing loss to the other party, it shall be liable for damages. Chapter Three: Validity of Contracts Article 44 Effectiveness of Contract A lawfully formed contract bees effective upon its formation. Where effectiveness of a contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.