The People's Republic of China Contract Law

(No. 15)
The the People's Republic of China Contract Law, which was adopted at the Second Session of the Ninth National People's Congress of the People's Republic of the People's Republic of China on March 15, 1999, is hereby promulgated and shall come into force as of October 1, 1999.

the People's Republic of China President Jiang Zemin
March 15, 1999

the People's Republic of China Contract Law
(adopted at the second session of the ninth national people's congress on 15 march 1999)

General Provisions
Chapter I General Provisions
Chapter II Conclusion of Contracts
Chapter III Validity of Contracts
Chapter IV Performance of the Contract
Chapter V Alteration and Assignment of Contracts
Chapter VI Termination of Rights and Obligations of Contracts
Chapter VII Liability for Breach of Contract
Chapter VIII Other Provisions
Sub-rules
Chapter IX Sales Contracts
Chapter X Contracts for the Supply of Electricity, Water, Gas and Heat
Chapter XI Gift Contract
Chapter XII Loan Contracts
Chapter XIII Lease Contracts
Chapter XIV Financial Lease Contracts
Chapter XV Contract
Chapter XVI Construction Contract
Chapter XVII Contract of Carriage
Chapter XVIII Technology Contracts
Chapter XIX Contracts of Custody
Chapter 20 Warehousing Contracts
Chapter XXI Entrustment Contract
Chapter 22 Discipline Contracts
Chapter 23 Intermediary Contracts
Supplementary Provisions

General Provisions
Chapter I General Provisions
Article 1 [Purpose of Legislation] This Law is enacted in order to protect the lawful rights and interests of the parties to a contract, maintain the social and economic order, and promote the construction of socialist modernization.
Article 2 [Definition of Contract] A contract referred to in this Law is an agreement between natural persons, legal persons and other organizations that are equal subjects to establish, modify or terminate civil rights and obligations.
The provisions of other laws shall apply to agreements relating to identity relations such as marriage, adoption and guardianship.
Article 3 [Principle of Equality] The parties to a contract have equal legal status, and one party may not impose its will on the other.
Article 4 [Principle of Freedom of Contract] The parties shall have the right to enter into a contract voluntarily in accordance with the law, and no unit or individual may interfere illegally.
Article 5 The parties shall determine the rights and obligations of each party in accordance with the principle of fairness.
Article 6 [Principle of Good Faith] The parties concerned shall abide by the principle of good faith in exercising their rights and performing their obligations.
Article 7 [Principle of Observing Discipline and Law] When entering into and performing a contract, the parties shall abide by laws and administrative regulations, respect social ethics, and shall not disrupt social and economic order or harm social and public interests.
Article 8 [Principle of Performance of Obligations under a Contract] A contract formed in accordance with the law shall be legally binding on the parties. The parties shall perform their obligations in accordance with the agreement and may not modify or terminate the contract without authorization.
A lawfully established contract shall be protected by law.

Chapter II Conclusion of Contracts
Article 9 The parties to a contract shall have the corresponding capacity for civil rights and capacity for civil conduct.
The parties may, in accordance with law, entrust an agent to conclude a contract.
Article 10 [Form of Contract] The parties may conclude a contract in written, oral and other forms.
Where laws and administrative regulations provide for the use of written form, it shall be in writing. If the parties agree to adopt written form, it shall be in writing.
Article 11 [Written form] Written form refers to the form of contract, letter and data message (including telegram, telex, fax, electronic data interchange and e-mail) that can tangibly express the contents contained.
Article 12 [Contents of Contract] The contents of a contract shall be agreed upon by the parties and shall generally include the following clauses:
(I) the names or names and domiciles of the parties;
Subject matter of (II);
Number of (III);
Quality of (IV);
(V) price or remuneration;
Time limit, place and method of (VI) performance;
(VII) liability for breach of contract;
(VIII) methods of dispute resolution.
The parties may conclude a contract by reference to the model texts of various types of contracts.
Article 13 The parties shall conclude a contract by way of offer or acceptance.
Article 14 An offer is an expression of intention to enter into a contract with another person, and the expression of intention shall comply with the following provisions:
Specific determination of (I) content;
The (II) indicates that it is subject to the offeror's commitment, and the offeror is bound by that meaning.
Article 15 [Invitation to Offer] An invitation to make an offer is an expression of intention to expect another person to make an offer to him or her. The price list, auction announcement, tender announcement, prospectus, commercial advertisement, etc. sent are the invitation to offer.
If the content of the commercial advertisement conforms to the provisions of the offer, it shall be regarded as an offer.
Article 16 [Entry into force of the offer] The offer takes effect when it reaches the offeree.
If a contract is concluded in the form of a data message and the addressee designates a specific system to receive the data message, the time when the data message enters the specific system shall be deemed to be the time of arrival; if no specific system is designated, the time when the data message first enters any system of the addressee shall be deemed to be the time of arrival.
Article 17 [Withdrawal of Offer] An offer may be withdrawn. Notice of withdrawal of the offer shall reach the offeree before the offer reaches the offeree or at the same time as the offer.
Article 18 [Revocation of Offer] An offer may be revoked. Notice of withdrawal of an offer shall reach the offeree before the offeree gives notice of the undertaking.
Article 19 An offer may not be revoked under any of the following circumstances:
(I) the offeror has fixed the commitment period or otherwise expressed that the offer is irrevocable;
(II) the offeree has reason to believe that the offer is irrevocable and has made preparations for the performance of the contract.
Article 20 [Invalidation of an Offer] An offer shall lapse under any of the following circumstances:
(I) notice of the rejection of the offer reaches the offeror;
(II) the offeror revokes the offer in accordance with the law;
(III) the commitment period expires and the offeree fails to make a commitment;
The offeree is (IV) to make material changes to the content of the offer.
Article 21 [Definition of acceptance] An acceptance is an indication of the offeree's consent to an offer.
Article 22 [Mode of acceptance] An acceptance shall be made by notice, unless it is indicated in accordance with trading habits or an offer that an acceptance may be made by conduct.
Article 23 [Time limit of commitment] The commitment shall reach the offeror within the time limit determined by the offer.
If the offer does not determine the period of commitment, the commitment shall be reached in accordance with the following provisions:
If the (I) offer is made by means of dialogue, the acceptance shall be made immediately, unless otherwise agreed by the parties;
(II) the offer is made in a non-dialogue manner, the acceptance shall arrive within a reasonable period of time.
Article 24 [Starting Point of Commitment Period] Where an offer is made by letter or telegram, the period of commitment shall be counted from the date specified in the letter or telegram. If the letter is not dated, it shall be counted from the postmark date on which the letter was posted. If the offer is made by means of rapid communication such as telephone or fax, the period of commitment shall be calculated from the time the offer reaches the offeree.
Article 25 [Time of Establishment of Contract] The contract shall be established when the commitment becomes effective.
Article 26 [Entry into force of the undertaking] The undertaking takes effect when the notice reaches the offeror. If a promise does not require notice, it shall take effect when the act of making a promise in accordance with the requirements of trading habits or offers.
Where a contract is concluded in the form of a data message, the time of arrival of the promise shall be governed by the provisions of paragraph 2 of Article 16 of this Law.
Article 27 [Withdrawal of Commitment] A commitment may be withdrawn. The notice of withdrawal of the undertaking shall reach the offeror before the notice of the undertaking reaches the offeror or at the same time as the notice of the undertaking.
Article 28 [New Offer] If the offeree issues a commitment beyond the commitment period, it is a new offer unless the offeror promptly notifies the offeree that the commitment is valid.
Article 29 [Late Undertakings] If the offeree issues an undertaking within the undertaking period and is able to reach the offeror in time in accordance with normal circumstances, but for other reasons the undertaking reaches the offeror beyond the undertaking period, the undertaking shall be valid unless the offeror promptly notifies the offeree that the undertaking does not accept the undertaking beyond the undertaking period.
Article 30 [Change of Commitment] The content of the commitment shall be consistent with the content of the offer. If the offeree makes a material change to the content of the offer, it shall be a new offer. Changes in 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 material changes to the content of the offer.
Article 31 [Content of Commitment] Where a promise is made to make a non-material change to the content of the offer, the promise shall be valid, and the content of the contract shall be subject to the content of the promise, unless the offeror objects in a timely manner or the offer indicates that the promise shall not make any change to the content of the offer.
Article 32 [Time of Formation of Contract] Where the parties conclude a contract in the form of a contract, the contract shall be formed when both parties sign or seal it.
Article 33 [Confirmation and Formation of Contract] Where the parties conclude a contract in the form of a letter, data message, etc., they may request a confirmation before the contract is formed. The contract is established when the confirmation is signed.
Article 34 [Place of Formation of Contract] The place where a promise becomes effective is the place where the contract is formed.
Where a contract is concluded in the form of a data message, the recipient's principal place of business is the place where the contract was established. If the parties agree otherwise, they shall follow their agreement.
Article 35 [Place of Formation of Written Contract] Where the parties conclude a contract in the form of a contract, the place where the parties sign or seal the contract shall be the place where the contract is formed.
Article 36 [Written contract and contract formation] If the law, administrative regulations or the parties agree to conclude a contract in writing, the parties do not use written form but one party has performed its main obligations, and the other party accepts it, the contract is formed.
Article 37 [Contract and Formation of Contract] If a contract is concluded in the form of a contract, and before signing or sealing, one of the parties has performed its main obligations and the other party accepts it, the contract is formed.
Article 38 [Conclusion of Contracts in accordance with State Plans] Where the State issues mandatory tasks or State orders tasks as needed, contracts shall be concluded between the relevant legal persons and other organizations in accordance with the rights and obligations stipulated in the relevant laws and administrative regulations.
Article 39 [Definition of Standard Contract Terms and User's Obligations] Where a contract is concluded by standard terms, the party providing the standard terms shall follow the principle of fairness to determine the rights and obligations between the parties, and take reasonable measures to draw the attention of the other party to the terms that exempt or limit its liability, and explain the terms in accordance with the requirements of the other party.
A format clause is a clause that the parties have drawn up in advance for the purpose of reuse and has not negotiated with the other party at the time of the conclusion of the contract.
Article 40 [Invalidity of Standard Contract Terms] Where a standard clause falls under the circumstances specified in Articles 52 and 53 of this Law, or where the party providing the standard clause exempts it from its liability, increases the liability of the other party, or excludes the main rights of the other party, the clause shall be null and void.
Article 41 [Interpretation of a form contract] Where a dispute arises over the understanding of a form clause, it shall be interpreted in accordance with the usual understanding. If there are two or more interpretations of the form clause, an interpretation that is not conducive to the party providing the form clause shall be made. If the format clause and the non-format clause are inconsistent, the non-format clause shall be adopted.
Article 42 A party shall be liable for damages if, in the course of concluding a contract, any of the following circumstances has caused loss to the other party:
(I) negotiate in bad faith under the pretext of concluding a contract;
(II) intentionally conceals important facts relating to the conclusion of the contract or provides false information;
(III) other acts that violate the principle of good faith.
Article 43 [Obligation of Confidentiality] The trade secrets learned by the parties in the process of concluding the contract shall not be disclosed or improperly used, regardless of whether the contract is established. If the disclosure or improper use of the trade secrets causes losses to the other party, it shall be liable for damages.

Chapter III Validity of Contracts
Article 44 [Entry into Force of Contract] A contract formed in accordance with the law shall take effect upon its formation.
Where laws and administrative regulations stipulate that formalities such as approval and registration shall be gone through shall take effect, such provisions shall be followed.
Article 45 [Conditional Contract] The parties may agree to attach conditions to the validity of the contract. A contract with entry into force conditions shall take effect when the conditions are fulfilled. A contract with a condition of discharge shall expire when the condition is fulfilled.
If the parties improperly prevent the achievement of the conditions in their own interests, the conditions shall be deemed to have been achieved; if they improperly contribute to the achievement of the conditions, the conditions shall be deemed not to have been achieved.
Article 46 [Contract with Time Limit] The parties may agree on a time limit for the validity of the contract. A contract with an effective period shall take effect from the end of the term. A contract with a termination period expires at the end of the term.
Article 47 [Contracts concluded by persons with limited capacity] A contract concluded by a person with limited capacity for civil conduct shall be valid after ratification by the legal representative, but a contract for pure profit or a contract concluded commensurate with his age, intelligence or mental health shall not be ratified by the legal representative.
The counterpart may urge the legal representative to ratify it within one month. If the legal representative fails to do so, the ratification shall be deemed to be refused. Before the contract is ratified, the bona fide counterpart has the right to revoke it. The revocation shall be made by notice.
Article 48 [Contracts Concluded by Unauthorized Agents] A contract concluded in the name of the principal after the actor has no power of agency, exceeds the power of agency, or after the termination of the power of agency, shall not be effective against the principal without the principal's ratification, and the actor shall be liable.
The counterparty may urge the agent to ratify it within one month. If the agent fails to do so, it shall be deemed to have refused ratification. Before the contract is ratified, the bona fide counterpart has the right to revoke it. The revocation shall be made by notice.
Article 49 If the actor does not have the power of agency, exceeds the power of agency, or enters into 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 power of agency, the act of agency is valid.
Article 50 [ultra vires acts of the legal representative] A contract concluded by the legal representative or person in charge of a legal person or other organization beyond his authority shall be valid unless the relative knows or should know that he has exceeded his authority.
Article 51 [Contract entered into by a person without the right of disposition] If a person without the right of disposition disposes of the property of another person and obtains the right of disposition after ratification by the right holder or conclusion of the contract by the person without the right of disposition, the contract shall be valid.
Article 52 [Statutory Circumstances for Invalidation of a Contract] A contract shall be null and void under any of the following circumstances:
(I) a party to enter into a contract by means of fraud or coercion, to the detriment of the interests of the State;
(II) malicious collusion to harm the interests of the state, the collective or a third party;
(III) cover up illegal purposes in a legal form;
(IV) damage the public interest;
(V) violation of mandatory provisions of laws and administrative regulations.
Article 53 [Invalidity of contractual exemption clauses] The following exemption clauses in a contract are invalid:
(I) cause personal injury to the other party;
(II) cause damage to the other party's property due to intentional or gross negligence.
Article 54 A party has the right to request a people's court or an arbitration institution to modify or cancel the following contracts:
(I) concluded as a result of a material misunderstanding;
The (II) was obviously unfair at the time of the conclusion of the contract.
The injured party shall have the right to request the people's court or arbitration institution to modify or cancel a contract concluded by one party by fraud, coercion or taking advantage of the danger of others.
If the parties request a change, the people's court or the arbitration institution may not revoke it.
Article 55 [Extinction of the Right of Revocation] The right of revocation shall be extinguished under any of the following circumstances:
(I) the party with the right of revocation has not exercised the right of revocation within one year from the date on which he knew or should have known the cause of revocation;
(II) the party with the right of revocation clearly states or waives the right of revocation by his own conduct after knowing the cause of revocation.
Article 56 [Invalidity and Partial Validity of Contracts from the Beginning] An invalid contract or a canceled contract is not legally binding from the beginning. If part of the contract is invalid and does not affect the validity of other parts, the other parts shall still be valid.
Article 57 [Validity of Contract Dispute Resolution Clauses] If a contract is invalid, revoked or terminated, it shall not affect the validity of the independently existing provisions of the contract relating to the method of dispute resolution.
Article 58 [Legal Consequences of Invalidity or Revocation of a Contract] 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 unnecessary, it shall be compensated at a discount. 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 the corresponding responsibility.
Article 59 [Return of property acquired in malicious collusion] Where the parties collude in bad faith to harm the interests of the State, the collective or a third party, the property acquired as a result shall be owned by the State or returned to the collective or a third party.

Chapter IV Performance of the Contract
Article 60 [Strict performance and good faith] The parties shall fully perform their obligations in accordance with the agreement.
The parties shall abide by the principle of good faith and perform the obligations of notification, assistance and confidentiality in accordance with the nature, purpose and trading habits of the contract.
Article 61 [Remedies for unclear contractual agreements] After the contract comes into effect, if the parties have not agreed on the quality, price or remuneration, place of performance, etc., or if the agreement is not clear, they may agree to supplement it; if no supplementary agreement can be reached, it shall be determined in accordance with the relevant provisions of the contract or trading habits.
Article 62 Where the content of the contract concerned is not clearly agreed upon by the parties and cannot be determined in accordance with the provisions of Article 61 of this Law, the following provisions shall apply:
If the (I) quality requirements are not clear, they shall be performed in accordance with national standards and industry standards; if there are no national standards or industry standards, they shall be performed in accordance with general standards or specific standards that meet the purpose of the contract.
If the (II) price or remuneration is not clear, it shall be performed in accordance with the market price of the place of performance at the time of the conclusion of the contract; if the government-set price or government-guided price should be implemented in accordance with the law, it shall be performed in accordance with the provisions.
The place of performance of the (III) is not clear, and if the currency is paid, the performance shall be performed at the place of the party receiving the currency; if the immovable property is delivered, the performance shall be performed at the place of the immovable property; for other subjects, the performance shall be performed at the place of the party performing the obligation.
If the period of performance of the (IV) is not clear, the debtor may perform at any time, and the creditor may also request performance at any time, but the other party shall be given the necessary preparation time.
If the method of performance of the (V) is not clear, it shall be performed in a manner conducive to the realization of the purpose of the contract.
If the burden of (VI) performance expenses is not clear, it shall be borne by the party performing the obligation.
Article 63 [Delivery Period and Price Execution] Where government pricing or government-guided prices are executed, the price at the time of delivery shall be priced when the government price is adjusted within the delivery period agreed upon in the contract. If the subject matter is delivered late, in the event of a price increase, the original price shall be followed; in the event of a price decrease, the new price shall be followed. If the subject matter is withdrawn or paid late, the new price shall be applied when the price rises; if the price falls, the original price shall be applied.
Article 64 [Performance of a contract to a third party] Where the parties agree that the debtor shall perform the debt to a third party, the debtor shall be liable to the creditor for default if it fails to perform the debt to the third party or if the performance of the debt does not conform to the agreement.
Article 65 [Liability of a Third Party for Non-Performance of a Contract] If the parties agree that a third party shall perform the debt to the creditor, and the third party fails to perform the debt or the performance of the debt does not conform to the agreement, the debtor shall be liable to the creditor for default.
Article 66 [Simultaneous performance of defences] If the parties owe debts to each other and there is no order of performance, they shall perform at the same time. One party has the right to refuse its request for performance before the other party performs. One party has the right to reject the corresponding performance request when the other party's performance of the debt is not in conformity with the contract.
Article 67 [Obligations to be performed first] If the parties owe debts to each other and there is an order of performance, if the party that performs first fails to perform, the party that performs later has the right to refuse its request for performance. If the performance of the debt by the first performing party does not conform to the agreement, the second performing party has the right to reject its corresponding performance request.
Article 68 [Right of defense of uneasiness] A party who should perform the debt first may suspend its performance if there is conclusive evidence that the other party has one of the following circumstances:
(I) and business conditions have seriously deteriorated;
(II) transfer of property and withdrawal of funds to evade debts;
(III) loss of business reputation;
Other circumstances in which the (IV) loses or may lose the ability to perform its debts.
If a party suspends performance without definite evidence, it shall bear the liability for breach of contract.
Article 69 [Exercise of the right of defense of uneasiness] If 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 security, performance shall be resumed. After the suspension of performance, if the other party fails to restore the ability to perform within a reasonable period of time and fails to provide appropriate guarantees, the party that suspends performance may terminate the contract.
Article 70 [Treatment of Difficulties in Performance of Debt Due to Creditor's Reasons] If a creditor's division, merger or change of domicile fails to notify the debtor, resulting in difficulties in performance of the debt, the debtor may suspend performance or deposit the subject matter.
Article 71 [Early performance of debt] The creditor may refuse the debtor to perform the debt in advance, except that the early performance does not harm the interests of the creditor.
The additional costs incurred by the debtor's early performance of the debt to the creditor shall be borne by the debtor.
Article 72 [Partial performance of debt] The creditor may refuse the debtor's partial performance of the debt, except that the partial performance does not harm the interests of the creditor.
The additional costs incurred by the debtor's partial performance of the debt to the creditor shall be borne by the debtor.
Article 73 [Subrogation of Creditors] If the debtor is negligent in exercising its due claim, causing damage to the creditor, the creditor may request the people's court to subrogate the debtor's claim in its own name, unless the claim belongs exclusively to the debtor itself.
The scope of the exercise of the derogation right is limited to the creditor's claim. The necessary expenses for the creditor to exercise the right of subrogation shall be borne by the debtor.
Article 74 [Creditor's Right of Avoidation] If the debtor abandons its due claims or transfers property without compensation, causing damage to the creditor, the creditor may request the people's court to revoke the debtor's act. If the debtor transfers the property at an obviously unreasonable low price, causing damage to the creditor, and the transferee is aware of the situation, the creditor may also request the people's court to revoke the debtor's act.
The scope of the exercise of the right of avoidance is limited to the creditor's claim. The necessary expenses for the creditor to exercise the right of avoidance shall be borne by the debtor.
Article 75 [Period of the right of avoidance] The right of avoidance shall be exercised within one year from the date on which the creditor knew or should have known of the cause of avoidance. If the right of revocation is not exercised within five years from the date of the debtor's act, the right of revocation shall be extinguished.
Article 76 [Impact of changes in the parties on the performance of the contract] After the contract comes into effect, the parties shall not fail to perform their contractual obligations due to changes in their names or names or changes in their legal representatives, persons in charge or contractors.

Chapter V Alteration and Assignment of Contracts
Article 77 [Conditions for Contract Modification] The contract may be modified if the parties agree through consultation.
Where laws and administrative regulations stipulate that the modification of a contract shall go through the formalities of approval and registration, such provisions shall be followed.
Article 78 [Treatment of Unknown Content of Contract Change] If the parties do not clearly agree on the content of the contract change, it is presumed that it has not been changed.
Article 79 [Assignment of Claims] A creditor may assign all or part of its contractual rights to a third person, except in one of the following circumstances:
The (I) shall not be assigned according to the nature of the contract;
The (II) shall not be transferred according to the agreement of the parties;
(III) may not be transferred in accordance with the provisions of the law.
Article 80 [Obligation to Notify Assignment of Creditor's Rights] Where a creditor assigns its rights, it shall notify the debtor. Without notice, the assignment is ineffective against the debtor.
A notice of assignment of rights by a creditor may not be revoked, except with the consent of the assignee.
Article 81 [Transfer of subordinate rights] Where a creditor assigns a right, the assignee acquires a subordinate right in relation to the claim, unless the subordinate right belongs exclusively to the creditor itself.
Article 82 [Debtor's right of defense] After the debtor receives notice of the assignment of the claim, the debtor's defense against the assignor may be asserted against the assignee.
Article 83 [Debtor's Right of Set-off] When the debtor is notified of the assignment of the claim, the debtor has a claim against the assignor and the debtor's claim is due before the assigned claim or at the same time, the debtor may claim set-off against the assignee.
Article 84 Where the debtor transfers all or part of its contractual obligations to a third party, the consent of the creditor shall be required.
Article 85 [Defenses of the Undersignee] Where the debtor transfers its obligations, the new debtor may assert the original debtor's defenses against the creditor.
Article 86 [Transfer of subordinate debt] Where the debtor transfers the obligation, the new debtor shall assume the subordinate debt relating to the principal debt, unless the subordinate debt belongs exclusively to the original debtor itself.
Article 87 Where laws or administrative regulations stipulate that the transfer of rights or transfer of obligations shall be subject to approval, registration and other formalities, such provisions shall be followed.
Article 88 [General Assignment] A party may, with the consent of the other party, assign its rights and obligations under the contract together to a third party.
Article 89 [Effect of General Transfer] Where rights and obligations are transferred together, the provisions of Article 79, Articles 81 to 83, and Articles 85 to 87 of this Law shall apply.
Article 90 [General acceptance of new parties] If the parties merge after the conclusion of the contract, the legal person or other organization after the merger shall exercise the contractual rights and perform the contractual obligations. If the parties are separated after the conclusion of the contract, unless otherwise agreed by the creditor and the debtor, the separated legal person or other organization shall have joint and several claims and bear joint and several debts with respect to the rights and obligations of the contract.

Chapter VI Termination of Rights and Obligations of Contracts
Article 91 The rights and obligations under a contract shall be terminated under any of the following circumstances:
(I) the debt has been performed as agreed;
Dissolution of (II) contract;
(III) debts are offset against each other;
(IV) the debtor to deposit the subject matter in accordance with the law;
(V) creditors to forgive debts;
(VI) creditor's rights and debts belong to one person;
(VII) other circumstances stipulated by law or agreed upon by the parties.
Article 92 [Obligations after Termination of Contract] After the termination of the rights and obligations of a contract, the parties shall follow the principle of good faith and perform their obligations of notification, assistance and confidentiality in accordance with their trading habits.
Article 93 [Termination of Contract] If the parties reach a consensus through consultation, the contract may be terminated.
The parties may agree on the conditions for the termination of the contract by one party. When the conditions for the termination of the contract are fulfilled, the person with the right to terminate the contract may terminate the contract.
Article 94 [Legal Termination of Contract] The parties may terminate the contract under any of the following circumstances:
The (I) is unable to achieve the purpose of the contract due to force majeure;
(II) prior to the expiration of the performance period, one of the parties expressly expresses or indicates by its own conduct that it will not perform its main obligation;
(III) one of the parties delays in performance of the main obligation and fails to perform within a reasonable period of time after being urged to do so;
(IV) one of the parties delays the performance of its obligations or has other breach of contract, resulting in the failure to achieve the purpose of the contract;
(V) other circumstances prescribed by law.
Article 95 [Extinction of the Right of Termination] The law provides or the parties agree on a time limit for the exercise of the right of termination, and if the parties do not exercise the right at the expiration of the time limit, the right shall be extinguished.
If the law does not provide for or the parties do not agree on a time limit for the exercise of the right of rescission, and the right is not exercised within a reasonable period of time after being urged by the other party, the right shall be extinguished.
Article 96 [Exercise of the Right of Rescission] If a party claims to rescind a contract in accordance with the provisions of paragraph 2 of Article 93 and Article 94 of this Law, it shall notify the other party. The contract shall be terminated when the notice reaches the other party. If the other party disagrees, it may request the people's court or an arbitration institution to confirm the validity of the termination of the contract.
Where laws and administrative regulations stipulate that the termination of a contract shall be subject to approval, registration and other formalities, such provisions shall be followed.
Article 97 [Effect of Termination] After the termination of the contract, if the performance has not yet been performed, the performance shall be terminated; if the performance has already been performed, the parties may, in accordance with the performance and the nature of the contract, request restitution, take other remedial measures and have the right to claim compensation for losses.
Article 98 [Effectiveness of Settlement and Liquidation Clauses] The termination of the rights and obligations of a contract shall not affect the validity of the settlement and liquidation clauses in the contract.
Article 99 [Setoff and Exercise of Debts] Where the parties are mutually liable for debts due and the subject matter of such debts is of the same type and quality, either party may set off its own debts against the debts of the other party, unless they are not set off in accordance with the provisions of the law or in accordance with the nature of the contract.
If the parties claim set-off, they shall notify the other party. The notification shall take effect upon arrival at the other party. Set-off shall not be subject to conditions or time limits.
Article 100 [Agreed Offset of Debts] If the parties are mutually indebted to each other and the subject matter is of different types and qualities, it may also be offset by mutual agreement.
Article 101 [Elements of Withdrawal] If it is difficult to perform the debt under any of the following circumstances, the debtor may withdraw the subject matter:
The (I) creditor refuses to accept the claim without justifiable reasons;
The whereabouts of (II) creditors are unknown;
(III) the obligee is dead, the heir is not determined or the guardian is not determined if the obligee is incapacitated for civil conduct;
(IV) other circumstances prescribed by law.
If the subject matter is not suitable for deposit or the deposit fee is too high, the debtor may auction or sell the subject matter and deposit the proceeds.
Article 102 [Notice after deposit] After the subject matter is deposited, the debtor shall promptly notify the creditor or the creditor's heirs or guardians, except where the whereabouts of the creditor are unknown.
Article 103 [Effect of Withdrawal] After the subject matter is withdrawn, the risk of damage or loss shall be borne by the creditor. During the period of deposit, the fruits of the subject matter shall belong to the creditor. The cost of deposit shall be borne by the creditor.
Article 104 [Receipt of the deposit and extinction of the right to collection] A creditor may collect the deposit at any time, but if the creditor has a debt due to the debtor, the deposit department shall refuse to collect the deposit at the request of the debtor until the creditor fails to perform the debt or provides security.
The creditor's right to receive the deposit shall be extinguished without exercise within five years from the date of deposit, and the deposit shall be owned by the State after deducting the cost of the deposit.
Article 105 [Effect of Exemption] If the creditor relieves the debtor of part or all of its debts, the rights and obligations of the contract are terminated in part or in whole.
Article 106 [Effect of Mixing] If the claim and the debt are attributed to the same person, the rights and obligations of the contract are terminated, except where the interests of a third party are involved.

Chapter VII Liability for Breach of Contract
Article 107 [Liability for Breach of Contract] If a party fails to perform its contractual obligations or fails to perform its contractual obligations in accordance with the agreement, it shall bear the liability for breach of contract such as continuing to perform, taking remedial measures or compensating for losses.
Article 108 [Refusal to perform] If one of the parties expressly indicates or indicates by its own conduct that it will not perform its contractual obligations, the other party may claim liability for breach of contract before the expiration of the period of performance.
Article 109 [Liability for Default of Monetary Debt] If a party fails to pay the price or remuneration, the other party may require it to pay the price or remuneration.
Article 110 [Liability for breach of contract of non-monetary debt] If one of the parties fails to perform a non-monetary debt or the performance of a non-monetary debt is not in accordance with the agreement, the other party may request performance, except in one of the following circumstances:
(I) it is legally or factually impossible to perform;
The subject matter of the (II) debt is not suitable for compulsory performance or the performance cost is too high;
The (III) creditor fails to demand performance within a reasonable period of time.
Article 111 [Defective Performance] If 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. If there is no agreement on the liability for breach of contract or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the injured party may 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 according to the nature of the subject matter and the size of the loss.
Article 112 [Compensation for losses after performance and remedial measures] If one of the parties fails to perform its contractual obligations or the performance of its contractual obligations does not conform to the agreement, the other party shall compensate for the losses if it has other losses after performing its obligations or taking remedial measures.
Article 113 [scope of damages] if one of the parties fails to perform its contractual obligations or fails to perform its contractual obligations in accordance with 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 may be caused by the breach of contract foreseen or should have been foreseen by the party at the time of the conclusion of the contract.
Where a business operator commits fraud in providing goods or services to consumers, in accordance with 《the People's Republic of China Law on the Protection of Consumer Rights and Interestsliability for damages.
Article 114 [Liquidated Damages] The parties may agree that in the event of a breach of contract by one party, a certain amount of liquidated damages shall be paid to the other party in accordance with the circumstances of the breach, or they may agree on the method of calculating the amount of compensation for losses arising from the breach.
If the agreed liquidated damages are lower than the losses caused, the parties may request the people's court or the 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 the arbitration institution to reduce them appropriately.
If the parties agree on liquidated damages for delay in performance, the defaulting party shall also perform the debt after paying the liquidated damages.
Article 115 [Deposit] The parties may, in accordance with 《the People's Republic of China Guarantee LawIt is agreed that one party shall pay a deposit to the other party as security for the claim. After the debtor performs the debt, the deposit shall be set off against the price or recovered. If the party paying the deposit fails to perform the agreed debt, it shall not have the right to demand the return of the deposit; if the party receiving the deposit fails to perform the agreed debt, it shall return the deposit in double.
Article 116 [Choice of liquidated damages and deposit] If the parties agree on both liquidated damages and deposit, when one party defaults, the other party may choose to apply the liquidated damages or deposit clause.
Article 117 [Force Majeure] If a contract cannot be performed due to force majeure, the liability shall be partially or wholly exempted according to the influence of force majeure, except as otherwise provided by law. If force majeure occurs after the party's delay in performance, it cannot be exempted from liability.
For the purposes of this Law, force majeure means unforeseeable, unavoidable and insurmountable objective circumstances.
Article 118 [Notification and Proof of Force Majeure] If a party is unable to perform the contract due to force majeure, it shall promptly notify the other party in order to mitigate the losses that may be caused to the other party, and shall provide proof within a reasonable period of time.
Article 119 [Rules of derogation] After a party breaches the contract, the other party shall take appropriate measures to prevent the expansion of the loss; if the loss is expanded as a result of the failure to take appropriate measures, 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 [Liability of both parties for breach of contract] If both parties violate the contract, they shall each bear corresponding liability.
Article 121 [Breach of contract due to the fault of a third party] If a party defaults due to a third party, it shall be liable to the other party for breach of contract. Disputes between one of the parties and a third party shall be settled in accordance with the law or in accordance with the agreement.
Article 122 [Concurrence of Liability] Where a breach of contract by one of the parties infringes the personal and property rights and interests of the other party, the injured party shall have the right to choose whether to hold it liable for breach of contract in accordance with this Law or to hold it liable for tort in accordance with other laws.

Chapter VIII Other Provisions
Article 123 [Application of Other Provisions] Where other laws provide otherwise for contracts, such provisions shall prevail.
Article 124 [Unnamed Contracts] If a contract is not expressly provided for in the sub-provisions of this Law or other laws, the provisions of the general provisions of this Law shall apply, and reference may be made to the most similar provisions of the sub-provisions of this Law or other laws.
Article 125 [Contract Interpretation] If the parties have a dispute over the understanding of the terms of the contract, the true meaning of the terms shall be determined in accordance with the words used in the contract, the relevant terms of the contract, the purpose of the contract, the customs of the transaction and the principle of good faith.
If the text of a contract is concluded in two or more languages and the agreement is equally valid, the words and expressions used in the texts are presumed to have the same meaning. If the words used in the different texts are inconsistent, they shall be interpreted in accordance with the purpose of the contract.
Article 126 [Foreign-related Contracts] The parties to a foreign-related contract may choose the law to be applied to the settlement of contractual disputes, unless otherwise provided by law. If the parties to a foreign-related contract have no choice, the law of the country most closely related to the contract shall apply.
The the People's Republic of China laws shall apply to contracts for Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and Chinese-foreign cooperative exploration and development of natural resources performed within the territory of the People's Republic of China.
Article 127 [Contract Supervision Organs] The administrative departments for industry and commerce and other relevant 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 public interest; if a crime is constituted, criminal responsibility shall be investigated according to law.
Article 128 [Settlement of Contract Disputes] The parties may resolve their contract disputes through settlement or mediation.
If the parties are unwilling to conciliate or conciliate, or if the conciliation or conciliation fails, they may apply to the arbitration institution for arbitration in accordance with the arbitration agreement. The parties to a foreign-related contract may apply to a Chinese arbitration institution or other arbitration institution for arbitration in accordance with the arbitration agreement. If the parties have not concluded an arbitration agreement or the arbitration agreement is invalid, they may bring a suit in a people's court. The parties shall perform the legally effective judgment, arbitral award or mediation letter; if they refuse to perform, the other party may request the people's court to enforce it.
Article 129 [Special Limitation] The time limit for bringing a lawsuit or applying for arbitration over a dispute arising from a contract for the international sale of goods or a contract for the import and export of technology shall be four years, counting from the date on which the parties knew or should have known that their rights had been infringed. The time limit for bringing a lawsuit or applying for arbitration for other contractual disputes shall be in accordance with the provisions of the relevant laws.

Sub-rules
Chapter IX Sales Contracts
Article 130 [Definition] A contract of sale is a contract in which the seller transfers ownership of the subject matter to the buyer, who pays the price.
Article 131 [Contents of a contract of sale] The contents of a contract of sale may, in addition to the provisions of Article 12 of this Law, include provisions such as the manner of packaging, the standards and methods of inspection, the manner of settlement, the 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 and administrative regulations prohibit or restrict the transfer of the subject matter, such provisions shall be followed.
Article 133 [Time of transfer of ownership of the subject matter] 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 [Agreement on the transfer of ownership of the subject matter] The parties may agree in the contract of sale that if the buyer fails to perform the payment of the price or other obligations, the ownership of the subject matter belongs to the seller.
Article 135 [Basic Obligations of the Seller] The seller shall perform its obligation to deliver the subject matter to the buyer or to deliver the documents for the extraction of the subject matter, and to transfer the ownership of the subject matter.
Article 136 [Delivery of relevant documents and information] The seller shall deliver to the buyer relevant documents and information other than the subject matter documents for extraction in accordance with the agreement or trading habits.
Article 137 [Ownership of Intellectual Property Rights] Where a subject matter such as computer software with intellectual property rights is sold, unless otherwise provided by law or otherwise agreed by the parties, the intellectual property rights of the subject matter do not belong to the buyer.
Article 138 [Time of Delivery] The seller shall deliver the subject matter in accordance with the agreed time limit. If a delivery period is agreed upon, the seller may deliver at any time during the delivery period.
Article 139 [Presumption of Delivery Time] If the parties have not agreed on the delivery period of the subject matter or the agreement is not clear, the provisions of Article 61 and Article 62, paragraph 4, of this Law shall apply.
Article 140 [Possession of the subject matter and time of delivery] If the subject matter is in the possession of the buyer before the conclusion of the contract, the time of entry into force of the contract shall be the time of delivery.
Article 141 The seller shall deliver the subject matter at the agreed place.
Where the place of delivery is not agreed upon by the parties or the agreement is unclear, and cannot be determined in accordance with the provisions of Article 61 of this Law, the following provisions shall apply:
If the subject matter of the (I) needs to be transported, the seller shall deliver the subject matter to the first carrier for delivery to the buyer;
(II) the subject matter does not require carriage, if the seller and the buyer knew at the time of the conclusion of the contract that the subject matter was at a certain place, the seller shall deliver the subject matter at that place; if they did not know that the subject matter was at a certain place, they shall deliver the subject matter at the seller's place of business at the time of the conclusion of the contract.
Article 142 [Burden of risk of the subject matter] The risk of damage to or loss of the subject matter shall be borne by the seller before delivery of the subject matter and by the buyer after delivery, unless otherwise provided by law or otherwise agreed by the parties.
Article 143 [Risk of default delivery by the buyer] If the subject matter cannot be delivered within the agreed time limit due to the buyer's reasons, the buyer shall bear the risk of damage to or loss of the subject matter from the date of breach of the agreement.
Article 144 [Risk of subject matter in transit] If the seller sells the subject matter in transit for carriage by the carrier, 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.
Article 145 [Risk assumption after the subject matter is delivered to the first carrier] If the parties do not agree on the place of delivery or the agreement is not clear, and the subject matter needs to be transported in accordance with the provisions of paragraph 2, paragraph 1, of Article 141 of this Law, after the seller delivers the subject matter to the first carrier, the risk of damage or loss of the subject matter shall be borne by the buyer.
Article 146 [Risk of the buyer's failure to perform the obligation to receive the subject matter] The seller places the subject matter at the place of delivery in accordance with the agreement or in accordance with the second paragraph of Article 141 of this Law. If the buyer violates the agreement and fails to collect it, the risk of damage or loss of the subject matter shall be borne by the buyer from the date of violation of the agreement.
Article 147 [Failure to deliver documents, information and assumption of risk] The seller's failure to deliver documents and information relating to the subject matter in accordance with the agreement shall not affect the transfer of the risk of damage to or loss of the subject matter.
Article 148 [Liability for Defects of Subject Matter] If 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 terminate the contract. If the buyer refuses to accept the subject matter or terminates the contract, the risk of damage or loss of the subject matter shall be borne by the seller.
Article 149 [Risk-taking does not affect the defective guarantee] If the risk of damage to or loss of the subject matter is borne by the buyer, it does not affect the buyer's right to claim liability for breach of contract because the seller's performance of the debt does not comply with the agreement.
Article 150 [Guarantee of defects in the rights of the subject matter] The seller is under an obligation to ensure that no third party may assert any rights against the buyer in respect of the subject matter delivered, unless otherwise provided by law.
Article 151 [Liability and Exemption of Warranty for Defects of Rights] Where the buyer knew or should have known at the time of the conclusion of the contract that a third party has rights in the subject matter of the sale, the seller shall not assume the obligations provided for in Article 150 of this Law.
Article 152 [Right to suspend payment of the price] If the buyer has conclusive evidence that a third party may claim rights in the subject matter, it may suspend 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 the description.
Article 154 [Legal Quality Guarantee] If the parties have not agreed on the quality requirements of the subject matter or the agreement is not clear, and cannot be determined in accordance with the provisions of Article 61 of this Law, the first paragraph of Article 62 of this Law shall apply. Provisions.
Article 155 [Rights of the Receiver] If 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. If there is no agreement on the packaging method or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the packaging shall be in accordance with the general method. If there is no general method, the packaging method sufficient to protect the subject matter shall be adopted.
Article 157 [Buyer's Inspection Obligations] Upon receipt of the subject matter, the buyer shall inspect it within the agreed inspection period. If there is no agreed inspection period, the inspection shall be carried out in a timely manner.
Article 158 [Buyer's Notification Obligation and Exemption] Where the parties agree on an inspection period, the buyer shall notify the seller of the non-conformity of the quantity or quality of the subject matter during the inspection period. If the buyer fails to notify, the quantity or quality of the subject matter shall be deemed to be in conformity with the agreement.
If the parties have not agreed on the inspection period, the buyer shall notify the seller within a reasonable period of time when the quantity or quality of the subject matter is found or should be found to be inconsistent with 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 two-year provisions shall not apply.
If the seller knows or should know that the subject matter provided does not conform to the agreement, the buyer is not subject to the notice time limit stipulated in the preceding two paragraphs.
Article 159 [Basic Obligations of the Buyer] The buyer shall pay the price in accordance with the agreed amount. If there is no agreement on the price or the agreement is not clear, the provisions of Article 61 and Item 2 of Article 62 of this Law shall apply.
Article 160 The buyer shall pay the price at the agreed place. If there is no agreement on the place of payment or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the buyer shall pay at the seller's place of business, but if it is agreed that the payment of the price is conditional on the delivery of the subject matter or the delivery of the document for the subject matter, the payment shall be made at the place where the subject matter is delivered or the document for the subject matter is delivered.
Article 161 [Time for Payment of Price] The buyer shall pay the price at the agreed time. If there is no agreement on the time of payment or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the buyer shall pay the subject matter at the same time when it receives the subject matter or withdraws the subject matter documents.
Article 162 [Treatment of overdelivery of the subject matter] If the seller overdelivers the subject matter, the buyer may accept or refuse to accept the overdelivery. If the buyer accepts the overpayment, it shall pay the price according to the contract price; if the buyer refuses to accept the overpayment, it shall notify the seller in time.
Article 163 [Attribution of subject matter fruits] The fruits generated by the subject matter before delivery shall belong to the seller, and the fruits generated after delivery shall belong to the buyer.
Article 164 [Dissolution of the relationship between the contract and the principal object] If the contract is terminated because the principal object of the subject matter does not conform to the agreement, the effect of the termination of the contract extends to the subordinate object. If the subject matter is discharged because the subject matter does not conform to the agreement, the effect of the discharge is less than that of the main object.
Article 165 [Termination of a Contract with Coexistence of Several Objects] If the subject matter is several objects, one of which does not conform to the agreement, the buyer may terminate the object, but if the value of the subject matter is obviously damaged by the separation of the object from other objects, the parties may terminate the contract with respect to several objects.
Article 166 [Cancellation of the contract for the delivery of the subject matter in batches] If the seller delivers the subject matter in batches, the seller does not deliver one batch of the subject matter or the delivery does not conform to the agreement, so that the batch of the subject matter cannot achieve the purpose of the contract, the buyer may cancel the batch of the subject matter.
If the seller does not deliver one batch of the subject matter or the delivery is not in accordance with the agreement, so that the delivery of other batches of the subject matter in the future cannot achieve the purpose of the contract, the buyer may cancel the batch and other batches of the subject matter in the future.
If the buyer releases one batch of the subject matter, if the subject matter of the batch is interdependent with the other batches of the subject matter, it may release the delivered and undelivered batches of the subject matter.
Article 167 [Dissolution of Contract in Installment Sale] If the amount of the installment buyer's failure to pay the price due reaches the 1/5 of the full price, the seller may require the buyer to pay the full price or terminate the contract.
If the seller terminates the contract, it may demand payment from the buyer for the use of the subject matter.
Article 168 [Sample Sale] The parties to the sale of samples shall seal up 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 samples and their descriptions.
Article 169 [Special Liability for Sale and Purchase of Samples] If the buyer who buys and sells samples does not know that the samples have hidden defects, even if the subject matter delivered is the same as the samples, the quality of the subject matter delivered by the seller shall still meet the usual standards for the same thing.
Article 170 The parties to a trial sale may agree on a trial period for the subject matter. If there is no agreement on the trial period or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the seller shall determine the trial period.
Article 171 [Buyer's approval of the subject matter] The buyer of a trial sale may purchase the subject matter during the trial period or may refuse to purchase it. At the expiration of the trial period, if the buyer fails to indicate whether to purchase the subject matter, it shall be deemed to be a purchase.
Article 172 The rights and obligations of the parties to the sale of tenders and tenders, as well as the procedures for tenders and tenders, shall be in accordance with the provisions of relevant laws and administrative regulations.
Article 173 [Auction] The rights and obligations of the parties to an auction and the auction procedures shall be in accordance with the provisions of relevant laws and administrative regulations.
Article 174 [Contracts of Sale and Purchase shall be used for paid contracts] Where the law provides for other paid contracts, such provisions shall be followed; if not, reference shall be made to the relevant provisions of contracts of sale and purchase.
Article 175 [Reciprocal Contract] Where the parties agree on a barter transaction to transfer ownership of the subject matter, reference shall be made to the relevant provisions of the contract of sale.

Chapter X Contracts for the Supply of Electricity, Water, Gas and Heat
Article 176 [Definition] A contract for the supply of electricity is a contract in which a power supplier supplies electricity to a power user and the power user pays the electricity bill.
Article 177 [Main Provisions] The contents of a contract for the supply of electricity shall include provisions such as the manner, quality and time of power supply, the capacity, address and nature of electricity consumption, the method of measurement, the method of settlement of electricity prices and charges, and the responsibility for the maintenance of electricity supply facilities.
Article 178 [Place of Performance] 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 the parties have not agreed or the agreement is unclear, the property right of the power supply facility shall be the place of performance.
Article 179 [Obligations and Responsibilities for Safe Power Supply] The power supplier shall supply power safely in accordance with the power supply quality standards and agreements stipulated by the state. If the power supplier fails to supply power safely in accordance with the power supply quality standards and agreements stipulated by the state, thus causing losses to the power user, he shall be liable for damages.
Article 180 [Notification Obligation of Interruption of Power Supply] When the power supplier needs to interrupt the power supply due to the planned maintenance, temporary maintenance of the power supply facilities, power restriction according to law, or illegal use of electricity by the power user, he shall notify the power user in advance in accordance with the relevant provisions of the state. If the power supply is interrupted without prior notice to the power user, resulting in losses to the power user, he shall be liable for damages.
Article 181 [Obligation to repair power failure due to force majeure] If the power is cut off due to natural disasters and other reasons, the power supplier 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 electricity user, shall be liable for damages.
Article 182 [Obligations of the Electricity User to Pay Electricity Charges] The electricity user shall pay the electricity charges 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 charge within the time limit, he shall pay liquidated damages in accordance with the agreement. If the power user fails to pay the electricity charges and liquidated damages within a reasonable period of time after being urged, 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. If the power user fails to use electricity safely in accordance with the relevant provisions of the State and the agreement of the parties, thus causing losses to the power supplier, he shall be liable for damages.
Article 184 Contracts for the supply of water, gas and heat shall refer to the relevant provisions of the contracts for the supply of water, gas and heat.

Chapter XI Gift Contract
Article 185 [Definition] A gift contract is a contract in which the donor gives his property to the donee free of charge, and the donee expresses acceptance of the gift.
Article 186 [Arbitrary Revocation and Restriction of Gift Contract] The donor may revoke the gift before the right to the gift property is transferred.
The provisions of the preceding paragraph shall not apply to gift contracts or notarized gift contracts with the nature of social public welfare and moral obligations such as disaster relief and poverty alleviation.
Article 187 [Registration and Other Formalities for Donations] If the donated property needs to be registered and other formalities according to law, the relevant formalities shall be completed.
Article 188 [Donee's Right to Request Delivery] If the donor does not deliver the donated property, the donee may request delivery of a gift contract with the nature of social public welfare and moral obligations such as disaster relief and poverty alleviation, or a notarized gift contract.
Article 189 [Liability of the donor] If the donated property is damaged or lost due to intentional or gross negligence of the donor, the donor shall be liable for damages.
Article 190 [Gift with Obligations] A gift may be accompanied by an obligation.
If the gift is accompanied by obligations, the donee shall perform the obligations in accordance with the agreement.
Article 191 [Liability for Defects in Gift] If the donated property is defective, the donor shall not be liable. If the gift of an obligation is defective, the donor shall bear the same liability as the seller within the limits of the obligation.
If the donor intentionally fails to inform the donee of the defect or guarantees that there is no defect, thus causing losses to the donee, he shall be liable for damages.
Article 192 [Statutory Revocation of Gift] The donor may revoke the gift if the donee has one of the following circumstances:
(I) seriously infringe upon the donor or a close relative of the donor;
The (II) does not perform the obligation to support the donor;
The (III) fails to perform its obligations under the gift contract.
The donor's right of revocation shall be exercised within one year from the date on which the reason for revocation is known or should be known.
Article 193 [Right of revocation of the heir or legal representative of the donor] If the donor dies or loses the capacity for civil conduct as a result of the illegal act of the donee, the heir or legal representative of the donor may revoke the gift.
The right of revocation of the heir or legal representative of the donor shall be exercised within six months from the date on which the reason for revocation is known or should be known.
Article 194 [Return of Gift Property] Where the revocation right holder revokes the gift, he may request the return of the donated property from the donee.
Article 195 [Exemption of Gift Obligation] If the economic situation of the donor deteriorates significantly, which seriously affects his production and business operations or family life, he may no longer perform the gift obligation.

Chapter XII Loan Contracts
Article 196 [Definition] A loan contract is a contract in which a borrower borrows money from a lender, returns the loan at maturity and pays interest.
Article 197 [Form of Contract and Main Terms] A loan contract shall be in writing, unless otherwise agreed upon for loans between natural persons.
The contents of the loan contract include the type of loan, currency, purpose, amount, interest rate, term and repayment method.
Article 198 When a loan contract is concluded, the lender may require the borrower to provide a guarantee. Guarantees pursuant to 《the People's Republic of China Guarantee Lawprovisions.
Article 199 [Borrower's Obligation to Provide Its True Situation] When entering into 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 [Advance Deduction of Interest] Interest on borrowings shall not be deducted in advance from the principal amount. If the interest is deducted from the principal in advance, the loan shall be returned and the interest shall be calculated according to the actual amount of the loan.
Article 201 [Liability for Loan Default] If the lender fails to provide the loan in accordance with the agreed date and amount, resulting in the borrower's loss, it shall compensate for the loss.
If the borrower fails to collect the loan in accordance with the agreed date and amount, it shall pay interest in accordance with the agreed date and amount.
Article 202 [Lender's Right of Inspection and Supervision] The lender may inspect and supervise the use of the loan in accordance with the agreement. The borrower shall provide the lender with relevant financial and accounting statements and other information on a regular basis in accordance with the agreement.
Article 203 [Restrictions on the Use of Borrowings] If 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 early or terminate the contract.
Article 204 [Interest Rate] The interest rate for loans of financial institutions handling loan business shall be determined in accordance with the upper and lower limits of loan interest rates prescribed by the People's Bank of China.
Article 205 [Payment of Interest] The borrower shall pay interest in accordance with the agreed period. If the period of interest payment is not agreed upon or clearly agreed upon, and cannot be determined in accordance with the provisions of Article 61 of this Law, if the period of borrowing is less than one year, it shall be paid together with the return of the loan; if the period of borrowing is more than one year, it shall be paid at the expiration of each year; if the remaining period is less than one year, it shall be paid together with the return of the loan.
Article 206 [Period of Return of Loan] The borrower shall return the loan in accordance with the agreed period. If the term of the loan is not agreed upon or the agreement is unclear, and cannot be determined 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 [Overdue Interest] If the borrower fails to return the loan within the agreed time limit, it shall pay the overdue interest in accordance with the agreement or the relevant provisions of the State.
Article 208 [Calculation of interest on early repayment of a loan] If the borrower repays the loan in advance, the interest shall be calculated according to the period of the actual loan, unless otherwise agreed by the parties.
Article 209 [Extension of Loan] The borrower may apply to the lender for an extension before the expiration of the repayment period. If the lender agrees, it may be extended.
Article 210 [Time of entry into force of a loan contract between natural persons] A loan contract between natural persons shall take effect from the time the lender provides the loan.
Article 211 [Interest rate on loan contracts between natural persons] If a loan contract between natural persons does not provide for the payment of interest or the agreement is unclear, it shall be deemed not to pay interest. Where the loan contract between natural persons provides for the payment of interest, the interest rate of the loan shall not violate the provisions of the State on limiting the interest rate of the loan.

Chapter XIII Lease Contracts
Article 212 [Definition] 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 [Main Terms of the Contract] The contents of the lease contract include the name, quantity, purpose, term of the lease, rent and the term and manner of payment of the lease, and maintenance of the lease.
Article 214 [Lease Term] The lease term shall not exceed twenty years. More than 20 years, more than part of the invalid.
Upon the expiration of the lease term, the parties may renew the lease contract, but the agreed lease term shall not exceed 20 years from the date of renewal.
Article 215 [Form of Lease Contract] Where the lease term is more than six months, it shall be in writing. If the parties do not adopt a written form, it shall be regarded as an indefinite lease.
Article 216 [Basic Obligations of the Lessor] The lessor shall deliver the leased property to the lessee in accordance with the agreement and maintain the leased property for the agreed purpose during the term of the lease.
Article 217 [Basic Obligations of the Lessee] The lessee shall use the leased property in accordance with the agreed method. If there is no agreement on the method of use of the leased property or the agreement is unclear, and it cannot be determined 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 [Liability for the proper use of the leased property] If the lessee uses the leased property in accordance with the agreed method or the nature of the leased property, resulting in the loss of the leased property, it shall not be liable for damages.
Article 219 [Liability for improper use of the leased property] If 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 terminate the contract and claim compensation for the losses.
Article 220 [Maintenance of the leased property] The lessor shall perform the maintenance obligations of the leased property, unless otherwise agreed by the parties.
Article 221 [Lessor's Performance of Maintenance Obligations] The lessee may require the lessor to repair the leased property within a reasonable period of time when it needs to be repaired. If the lessor fails to perform its maintenance obligations, the lessee may repair it on its own, and the maintenance costs shall be borne by the lessor. If the lessee's use is affected by the maintenance of the leased property, the rent shall be reduced or the lease term shall be extended accordingly.
Article 222 [Custody of the Leased Property] The lessee shall keep the leased property properly, and shall be liable for damages if the leased property is damaged or lost due to improper safekeeping.
Article 223 [Improvement of the Leased Property] The lessee may, with the consent of the lessor, make improvements or additions to the leased property.
If the lessee improves or adds other things to the leased property without the consent of the lessor, the lessor may require the lessee to restore the leased property to its original condition or compensate for the loss.
Article 224 [Sublease] 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 the third party causes losses to the leased property, the lessee shall compensate for the losses.
If the lessee subleases the lease without the consent of the lessor, the lessor may terminate the contract.
Article 225 [Gains from the leased property] Gains from the possession and use of the leased property during the term of the lease shall belong to the lessee, unless otherwise agreed by the parties.
Article 224 The lessee shall pay the rent within the agreed period. The term of payment is not agreed upon or clearly agreed upon, and cannot be determined in accordance with the provisions of Article 61 of this Law. If the lease period is less than one year, the payment shall be made at the expiration of the lease period; if the lease period is more than one year, the payment shall be made at the expiration of each year; if the remaining period is less than one year, the payment shall be made at the expiration of the lease period.
Article 227 [Non-payment, Delay in Payment and Overdue Payment of Rent] If the lessee fails to pay or delays in paying the rent without justifiable reasons, the lessor may require the lessee to pay the rent within a reasonable period of time. If the lessee fails to pay within the time limit, the lessor may terminate the contract.
Article 228 [Defects in the Rights of the Leased Property] If the lessee is unable to use or benefit from the leased property because a third party claims rights, the lessee may request a reduction in rent or non-payment of rent.
Where a third party claims rights, the lessee shall promptly notify the lessor.
Article 229 [Effectiveness of contract after change of ownership] A change of ownership of the leased property during the lease period shall not affect the validity of the lease contract.
Article 230 [Right of First Refusal] Where the lessor sells the leased house, it shall notify the lessee within a reasonable period of time before the sale, and the lessee shall have the right of first refusal to purchase on the same terms.
Article 231 [Loss of the leased property] If the leased property is partially or completely damaged or lost due to reasons not attributable to the lessee, the lessee may request a reduction of the rent or not to pay the rent; if the leased property is partially or completely damaged or lost, so that the purpose of the contract cannot be achieved, the lessee may terminate the contract.
Article 232 [Handling of Unknown Lease Term] Where the parties have not agreed on the lease term or the agreement is unclear, and cannot be determined in accordance with the provisions of Article 61 of this Law, it shall be deemed to be an indefinite lease. The parties may terminate the contract at any time, but the lessor shall notify the lessee of the termination of the contract within a reasonable period of time.
Article 233 [Defect Guarantee of the Leased Property] If the leased property endangers the safety or health of the lessee, the lessee may terminate the contract at any time even if the lessee knows at the time of conclusion of the contract that the leased property is of substandard quality.
Article 234 [Right of Residence of Co-residents] If the lessee dies during the lease of the house, the person who lived together with him may lease the house in accordance with the original lease contract.
Article 235 [Return of Leased Property] Upon the expiration of the lease term, 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 [Renewal of Lease] If the lessee continues to use the leased property at the expiration of the lease period and the lessor does not raise any objection, the original lease contract shall continue to be valid, but the lease period shall be indefinite.

Chapter XIV Financial Lease Contracts
Article 237 [Definition] A financial lease contract is a contract in which the lessor purchases the leased property from the seller according to the lessee's choice of the seller and the leased property, provides it to the lessee for use, and the lessee pays the rent.
Article 238 [Main Terms and Forms of the Contract] The contents of a financial lease contract include the name, quantity, specifications, technical performance, inspection method, lease term, rent composition and the term and manner of payment, currency, ownership of the lease at the end of the lease term, etc.
A financial lease contract shall be in writing.
Article 239 [Purchase of the Leased Property] In a contract of sale and purchase concluded by the lessor on the basis of the lessee's choice of the seller or the 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.
Article 240 [Right to Claim] The lessor, the seller and the lessee may agree that if the seller fails to perform its obligations under the contract of sale and purchase, the lessee shall exercise the right to claim compensation. Where the lessee exercises the right to claim compensation, the lessor shall assist.
Article 241 [Modification of the Contract of Sale and Purchase] The lessor shall not change the contents of the contract relating to the lessee without the consent of the lessee in the contract of sale and purchase concluded on the basis of the lessee's choice of the seller or the leased property.
Article 242 [Ownership of the leased property] The lessor shall have ownership of the leased property. If the lessee goes bankrupt, the leased property does not belong to the bankruptcy property.
Article 243 [Determination of Rent] The rent of a financial lease contract shall be determined on the basis of most or all of the cost of purchasing the leased property and the reasonable profit of the lessor, unless otherwise agreed by the parties.
Article 244 [Liability for Defects of Leased Property] If 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 [Possession and Use of the Leased Property] The lessor shall ensure the lessee's possession and use of the leased property.
Article 246 [Liability for damage caused by the leased property] If the leased property causes personal injury or property damage to a third party during the lessee's possession of the leased property, the lessor shall not be liable.
Article 247 [Custody, Use and Maintenance of the Leased Property] 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 [Liability of Lessee for Refusal to Pay Rent] The lessee shall pay the rent as agreed. If the lessee fails to pay the rent within a reasonable period of time after being urged to do so, the lessor may demand payment of the full rent; or it may terminate the contract and recover the leased property.
Article 249 [Right to Return Part of the Value of the Leased Property] If 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 terminates the contract to recover the leased property, if the value of the recovered leased property exceeds the rent owed by the lessee and other expenses, the lessee may request partial return.
Article 250 [Attribution of the leased property at the end of the lease term] The lessor and the lessee may agree on the attribution of the leased property at the end of the lease term. If there is no agreement on the ownership of the leased property or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the ownership of the leased property shall belong to the lessor.

Chapter XV Contract
Article 251 [Definition] A contract of employment is a contract in which the contractor completes the work at the request of the hirer, delivers the results of the work, and the hirer pays remuneration.
The contract includes processing, ordering, repairing, copying, testing, inspection and other work.
Article 252 [Main Provisions of the Contract] The contents of a contract of employment include such provisions as the subject matter, quantity, quality, remuneration, manner of employment, provision of materials, period of performance, standards and methods of acceptance.
Article 253 [Completion of Contract Work] The contractor shall use its own equipment, technology and labor to complete the main work, unless otherwise agreed by the parties.
If the contractor delegates the main work to a third person for completion, it shall be responsible to the hirer for the results of the work completed by the third person; without the consent of the hirer, the hirer may also terminate the contract.
Article 254 [Responsibilities of the Contractor for Auxiliary Work] The contractor may entrust the auxiliary work to a third person for completion. If the contractor hands over the auxiliary work to a third person for completion, it shall be responsible to the ordering party for the results of the work completed by the third person.
Article 255 [Obligations of the hiree to provide materials] Where the hiree provides materials, the hiree shall select the materials in accordance with the agreement and accept the inspection of the hirer.
Article 256 [Materials Provided by Hirer and Obligations of Both Parties] Where the hirer provides materials, the hirer shall provide the materials in accordance with the agreement. The hiree shall promptly examine the materials provided by the hirer and, when found to be inconsistent with the contract, shall promptly notify the hirer to replace, make up or take other remedial measures.
The contractor shall not replace the materials provided by the ordering party without authorization, and shall not replace the parts and components that do not need to be repaired.
Article 257 [Obligation of the hiree] If the hiree finds that the drawings or technical requirements provided by the hirer are unreasonable, it shall promptly notify the hirer. If the contractor suffers losses due to reasons such as the hirer's delay in replying, it shall compensate for the losses.
Article 258 [Responsibility for Changing Work Requirements Halfway] If the hirer changes the requirements of the contracted work halfway, causing losses to the hiree, it shall compensate for the losses.
Article 239 [Obligation of Hirer to Assist] Where the hirer's assistance is required for the work undertaken, the hirer shall have the obligation to assist.
If the contractor fails to perform its obligation of assistance and the work cannot be completed, the contractor may urge the contractor to perform its obligations within a reasonable period of time, and may extend the period of performance; if the contractor fails to perform within the time limit, the contractor may terminate the contract.
Article 260 Obligations of the Hirer to Accept Supervision and Inspection During the period of work, the hirer shall accept the necessary supervision and inspection of the hirer. The hirer shall not obstruct the normal work of the contractor due to supervision and inspection.
Article 261 [Quality Assurance for Acceptance] If the contractor completes the work, it shall deliver the work results to the fixer and submit the necessary technical data and relevant quality certificates. The ordering party shall accept the results of the work.
Article 262 [Liability for non-conforming quality] If the work results delivered by the contractor do not meet the quality requirements, the ordering party may require the contractor to bear the liability for breach of contract such as repair, rework, reduction of remuneration, compensation for losses, etc.
Article 163 [Period of Payment of Remuneration] The hirer shall pay remuneration in accordance with the agreed period. If there is no agreement on the time limit for the payment of remuneration or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the ordering party shall pay the work when the contractor delivers the work results; if the work results are partially delivered, the ordering party shall pay accordingly.
Article 264 If the hirer fails to pay the remuneration or the cost of materials to the hirer, the hirer shall have a lien on the work results completed, unless otherwise agreed by the parties.
Article 265 [Custody of Materials] The hiree shall properly keep the materials provided by the heller and the results of the work completed. If the damage or loss is caused by improper custody, it shall be liable for damages.
Article 266 [Obligation of Hiree to Keep Confidentiality] The hiree shall keep the secret in accordance with the requirements of the hirer and shall not retain copies or technical data without the permission of the hirer.
Article 267 [Joint undertaking] The joint hiree shall be jointly and severally liable to the ordering party, unless otherwise agreed by the parties.
Article 268 [Hirer's Right of Rescission] If the hirer may terminate the contract at any time and causes losses to the hiree, it shall compensate for the losses.

Chapter XVI Construction Contract
Article 269 [Definition] A construction 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 [Contract Form] A construction contract shall be in writing.
Article 171 [Bidding and Tendering] Bidding and tendering activities for construction projects shall be conducted in an open, fair and impartial manner in accordance with the provisions of relevant laws.
Article 272 [General Contractor and Subcontractor] The contractor may enter into a contract with the general contractor for a construction project, or enter into a contract for survey, design and construction with the surveyor, designer and builder respectively. The contractor shall not dismember the construction project that should be completed by one contractor into parts and subcontract to several contractors.
The general contractor or the survey, design and construction contractor may, with the consent of the contractor, hand over part of the work contracted by himself to a third party for completion. The third party shall bear joint and several liability with the general contractor or the survey, design and construction contractor to the contractor for the results of the work completed. The contractor may not subcontract all the construction projects it has contracted to a third party or subcontract all the construction projects it has contracted to a third party in the name of subcontracting after dismemberment.
The contractor is prohibited from subcontracting the project to units that do not have the corresponding qualifications. Subcontracting units are prohibited from subcontracting the works contracted by them. The construction of the main structure of the construction project must be completed by the contractor himself.
Article 273 [Conclusion of Contracts for Major Construction Projects] 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 [Main Contents of Survey and Design Contracts] The contents of a survey and design contract include terms such as the time limit for the submission of relevant basic information and documents (including budget estimates), quality requirements, costs and other conditions for cooperation.
Article 275 [Main Terms of Construction Contract] The contents of the construction contract include the scope of the project, the construction period, the commencement and completion time of the intermediate completion project, the project quality, the project cost, the delivery time of technical data, the responsibility for the supply of materials and equipment, allocation and settlement, completion acceptance, quality warranty scope and quality guarantee period, and mutual cooperation between the two parties.
Article 276 [Supervision of Construction Projects] Where a construction project is supervised, the contractor shall conclude a contract with the supervisor in writing. The rights, obligations and legal liabilities of the employer and the supervisor shall be in accordance with the entrustment contract of this Law and other relevant laws and administrative regulations.
Article 277 [Employer's Right of Inspection] The Employer may inspect the progress and quality of the work at any time without interfering with the normal operation of the Contractor.
Article 278 [Acceptance of Concealed Works] Before concealed works are concealed, the contractor shall notify the employer to inspect them. If the contractor fails to check in time, the contractor may postpone the date of the project and has the right to claim compensation for the loss of work stoppage and slowdown.
Article 279 [Completion Acceptance] After the completion of the construction project, the contractor shall conduct timely acceptance in accordance with the construction drawings and instructions, the construction acceptance specifications and quality inspection standards issued by the state. If the acceptance is qualified, the contractor shall pay the price in accordance with the agreement and receive the construction project.
The construction project may be delivered for use only after it has passed the acceptance check, and may not be delivered for use without acceptance or if it fails to pass the acceptance check.
Article 280 [Quality Responsibility of Survey and Designer] If the quality of survey and design does not meet the requirements or fails to submit survey and design documents within the time limit to delay the construction period, causing losses to the contractor, the surveyor and designer shall continue to improve the survey and design, reduce or waive the survey and design fees and compensate for the losses.
Article 181 [Quality Responsibility of the Constructor] If the quality of the construction project does not conform to the agreement due to the reasons of the constructor, the contractor shall have the right to require the constructor to repair or rework or rebuild it free of charge within a reasonable period of time. After repair or rework or reconstruction, resulting in overdue delivery, the construction person shall bear the liability for breach of contract.
Article 182 [Liability for Quality Assurance] If the construction project causes personal and property damage within the reasonable use period due to the contractor's reasons, the contractor shall be liable for damages.
Article 283 [Employer's Liability for Breach of Contract] If the contractor fails to provide raw materials, equipment, site, funds and technical information in accordance with the agreed time and requirements, the contractor may extend the date of the project and shall have the right to claim compensation for losses such as work stoppage and work stoppage.
Article 284 [Responsibility of the Employer for Suspension and Delay of Construction] If the construction of the project is suspended or delayed midway due to the reasons of the Employer, the Employer shall take measures to make up for or reduce the losses and compensate the Contractor for the losses and actual expenses caused by the suspension of work, slowdown, transportation, relocation of machinery and equipment, backlog of materials and components.
Article 285 [Responsibility of the Employer for Survey, Design, Rework, Shutdown or Modification of Design Due to Reasons of the Employer] If the Employer changes the plan, provides inaccurate information, or fails to provide the necessary survey and design working conditions within the time limit for rework, shutdown or modification of the survey and design, the Employer shall pay additional fees according to the actual workload consumed by the surveyor and designer.
Article 286 [Payment of the Project Price] If the contractor fails to pay the price as agreed, the contractor may urge the contractor to pay the price within a reasonable period of time. If the contractor fails to pay within the time limit, the contractor may, in addition to the nature of the construction project, agree with the contractor to discount the project, or apply to the people's court to auction the project in accordance with the law. The price of the construction project shall be paid in priority for the discount or auction price of the project.
Article 287 Where there is no provision in this Chapter, the relevant provisions of the contract shall apply.

Chapter XVII Contract of Carriage
Section 1 General Provisions
Article 288 [Definition] A contract of carriage is a contract in which the carrier transports the passenger or goods from the place of departure to the agreed place, and the passenger, shipper or consignee pays the fare or the cost of carriage.
Article 289 [Public transport carrier] A carrier engaged in public transport shall not refuse the usual and reasonable transport request of a passenger or shipper.
Article 290 [Obligations of carriage according to the agreed period] The carrier shall safely transport passengers and goods to the agreed place during the agreed period or within a reasonable period.
Article 291 [Obligation of carriage by agreed route] The carrier shall transport passengers and goods to the agreed place in accordance with the agreed or usual route of carriage.
Article 292 [Basic Obligations of Passenger, Shipper or Consignee] The passenger, shipper or consignee shall pay the fare or transportation expenses. If the carrier fails to increase the fare or transportation expenses in accordance with the agreed route or the usual route, the passenger, shipper or consignee may refuse to pay the increased fare or transportation expenses.

Section 2 Passenger Transport Contract
Article 293 [Formation of Contract] A passenger transport contract is formed when the carrier delivers the ticket to the passenger, unless otherwise agreed by the parties or other trading habits.
Article 294 [Obligation to Carry with Valid Ticket] Passengers shall carry valid tickets. If a passenger rides without a ticket, overrides, leapfrog or holds an invalid ticket, he shall pay the fare, and the carrier may collect the fare in accordance with the provisions. If the passenger fails to pay the fare, the carrier may refuse carriage.
Article 295 [Refund and Change] If a passenger cannot ride at 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 it is overdue, the carrier may not refund the ticket and no longer assume the obligation of carriage.
Article 296 [Obligation to carry limited luggage according to agreement] Passengers shall carry their luggage according to the agreed limited luggage during transportation. If the luggage exceeds the limited number, it shall go through the formalities for consignment.
Article 297 [Prohibition of Carrying Contraband or Dangerous Goods] Passengers shall not carry or carry in their luggage flammable, explosive, toxic, corrosive, radioactive, and may endanger personal and property on the means of transport. Dangerous goods or other prohibited goods for safety.
If the passenger violates the provisions of the preceding paragraph, the carrier may unload, destroy or deliver the prohibited articles to the relevant authorities. If the passenger insists on carrying or carrying the prohibited articles, the carrier shall refuse to carry them.
Article 298 [Carrier's Obligation to Inform Important Matters] The carrier shall promptly inform the passenger of the important reasons for the inability of normal carriage and the matters that should be noted for safe carriage.
Article 299 [Delay in carriage by the carrier] The carrier shall carry the passengers in accordance with the time and frequency stated in the ticket. If the carrier delays the carriage, it shall, at the request of the passenger, arrange for a change to another flight or refund the ticket.
Article 300 [Carrier's Change of Means of Transport] If the carrier changes the means of transport without authorization and lowers the service standard, it shall refund the ticket or reduce the fare at the request of the passenger; if the service standard is raised, no additional fare shall be charged.
Article 201 [Obligation to Rescue Passengers] The carrier shall, in the course of transport, try its best to rescue passengers suffering from acute illness, childbirth or distress.
Article 342 [Liability for Damages to Passenger Casualties] The carrier shall be liable for damages to the passenger's casualties during transportation, but the casualties are caused by the passenger's own health or the carrier proves that the casualties are intentional or gross negligence of the passenger Except that it is caused.
The provisions of the preceding paragraph shall apply to passengers who travel without tickets in accordance with the provisions, with preferential tickets or with the permission of the carrier.
Article 338 [Liability for Luggage] If the carrier is at fault for the damage or loss of the passenger's belongings during transportation, it shall be liable for damages.
If the luggage checked by passengers is damaged or lost, the relevant provisions on the carriage of goods shall apply.

Section III Freight Contract
Article 34 [Shipper's obligation to inform] When handling the carriage of goods, the shipper shall accurately indicate to the carrier the name or name of the consignee or the consignee with instructions, the name, nature, weight, quantity of the goods, the place of receipt and other necessary circumstances relating to the carriage of the goods.
If the carrier suffers losses due to the shipper's false declaration or omission of important information, the shipper shall be liable for damages.
Article 105 [Obligation of the shipper to submit documents] Where the carriage of goods requires examination and approval, inspection and other formalities, the shipper shall submit the documents that have completed the relevant formalities to the carrier.
Article 506 [Shipper's Packaging Obligations] The shipper shall pack the goods in the agreed manner. If there is no agreement on the method of packing or the agreement is not clear, the provisions of Article 156 of this Law shall apply.
If the shipper violates the provisions of the preceding paragraph, the carrier may refuse carriage.
Article 307 [Shipper's Obligations to Transport Dangerous Goods] Where a shipper consigns flammable, explosive, toxic, corrosive, radioactive and other dangerous goods, it shall properly package the dangerous goods in accordance with the national regulations on the transportation of dangerous goods, make dangerous goods signs and labels, and submit written materials on the name, nature and preventive measures of dangerous goods to the carrier.
If the shipper violates the provisions of the preceding paragraph, the carrier may refuse to carry the goods or take corresponding measures to avoid the loss, and the consequent expenses shall be borne by the shipper.
Article 108 [Shipper's Right to Request Change] Before the carrier delivers the goods to the consignee, the shipper may require the carrier to suspend the carriage, return the goods, change the place of arrival or hand over the goods to another consignee, but shall compensate the carrier for the loss suffered as a result.
Article 309 [The carrier's obligation to notify and the consignee's obligation to pick up the goods in a timely manner] After the arrival of the goods, if the carrier knows the consignee, it shall notify the consignee in a timely manner, and the consignee shall pick up the goods in a timely manner. If the consignee takes delivery of the goods within the time limit, it shall pay the carrier such expenses as storage fees.
Article 310 [Consignee's Inspection of the Goods] When taking delivery of the goods, the consignee shall inspect the goods in accordance with the agreed time limit. If the time limit for the inspection of the goods is not agreed upon or the agreement is not clear, and cannot be determined in accordance with the provisions of Article 61 of this Law, the goods shall be inspected within a reasonable time limit. If the consignee does not object to the quantity, damage, etc. of the goods within the agreed time limit or a reasonable period of time, it shall be deemed to be preliminary evidence that the carrier has delivered the goods in accordance with the records of the transport document.
Article 311 [Liability of the carrier] The carrier shall be liable for damages for the damage or loss of the goods in the course of carriage, but the carrier shall not be liable for damages if it proves that the damage or loss of the goods was caused by force majeure, the natural nature of the goods themselves or reasonable wear and tear, and the fault of the shipper or consignee.
Article 312 [Method for Determining the Amount of Damage to Goods] If the parties have an agreement on the amount of compensation for damage to or loss of goods, the amount of compensation shall be calculated in accordance with their agreement; if there is no agreement or the agreement is unclear, and cannot be determined in accordance with the provisions of Article 61 of this Law, it shall be calculated in accordance with the market price of the place of arrival of the goods at the time of delivery or should be delivered. Where laws and administrative regulations provide otherwise for the method of calculating the amount of compensation and the amount of compensation, such provisions shall be followed.
Article 313 [Liability for successive carriage] Where two or more carriers are intermodal by the same mode of transport, the carrier that has entered into a contract with the shipper shall be liable for the entire carriage. If the loss occurs in a particular section of the carriage, the carrier that contracts with the shipper and the carrier in that section are jointly and severally liable.
Article 314 [Loss of Goods and Handling of Freight] If the goods are lost in the course of carriage due to force majeure and the freight has not been collected, the carrier may not demand payment of the freight; if the freight has been collected, the shipper may demand return.
Article 315 [Lien on Carriage] If the shipper or consignee does not pay freight, storage fees and other transportation expenses, the carrier shall have a lien on the corresponding transported goods, unless otherwise agreed by the parties.
Article 316 [Withdrawal of goods] If the consignee is unknown or the consignee refuses to take delivery of the goods without justifiable reasons, the carrier may, in accordance with the provisions of Article 101 of this Law, deposit the goods.

Section IV Multimodal Transport Contracts
Article 317 [Rights and Obligations of the Multimodal Transport Operator] The multimodal transport operator shall be responsible for the performance or organization of the performance of the multimodal transport contract, and shall enjoy the rights and assume the obligations of the carrier for the entire transport.
Article 118 [Liability regime for multimodal transport] The multimodal transport operator may agree with the carrier of each section participating in the multimodal transport on the liability of each section of the multimodal transport contract, provided that the agreement does not affect the obligations of the multimodal transport operator for the entire transport.
Article 319 [Transfer of intermodal transport documents] When the multimodal transport operator receives the goods delivered by the shipper, it shall issue a multimodal transport document. At the request of the shipper, the multimodal transport document may be either a negotiable or a non-negotiable document.
Article 320 [Shipper's liability for damages] If the multimodal transport operator suffers losses due to the shipper's fault in consigning the goods, the shipper shall still be liable for damages even if the shipper has transferred the multimodal transport document.
Article 221 [Provisions of the Law Applicable to Liability] Where the damage or loss of goods occurs in a section of multimodal transport, the liability and limit of liability of the multimodal transport operator shall be governed by the relevant legal provisions regulating the mode of transport in that section. If the section of transport in which the damage or loss of the goods occurred cannot be determined, the liability for damages shall be borne in accordance with the provisions of this chapter.

Chapter XVIII Technology Contracts
Section 1 General Provisions
Article 322 [Definition] A technology contract is a contract concluded by parties to the development, transfer, consultation or services of technology to establish mutual rights and obligations.
Article 323 [Principles for Concluding Technology Contracts] The conclusion of technology contracts shall be conducive to the progress of science and technology and accelerate the transformation, application and popularization of scientific and technological achievements.
Article 324 [Main Provisions of a Technology Contract] The contents of a technology contract shall be agreed upon by the parties and shall generally include the following provisions:
Name of (I) project;
The content, scope and requirements of the subject matter of the (II);
The plan, schedule, time limit, place, region and method of (III) implementation;
Confidentiality of (IV) technical information and data;
(V) risk liability;
The attribution of (VI) technological achievements and the method of sharing the benefits;
(VII) acceptance criteria and methods;
(VIII) price, remuneration or royalties and the manner of payment thereof;
The calculation method of liquidated damages or damages for (IX);
(X) methods of dispute resolution;
(11) Explanation of terms and nomenclature.
The technical background information, feasibility demonstration and technical evaluation report, project task book and plan, technical standards, technical specifications, original design and process documents, and other technical documents related to the performance of the contract may be part of the contract in accordance with the agreement of the parties.
Where a technology contract involves a patent, the name of the invention-creation, the patent applicant and patentee, the date of application, the application number, the patent number and the term of validity of the patent right shall be indicated.
Article 225 [Technical Contract Price, Remuneration or Royalties] The method of payment of the technical contract price, remuneration or royalties shall be agreed upon by the parties, and may be paid in one lump sum, one lump sum or one lump sum, in installments, or in the form of a commission payment or a commission payment of an additional prepaid entry fee.
If the commission payment is agreed upon, it may be based on a certain percentage of the product price, the new output value, profit or product sales after the implementation of the patent and the use of the technical secret, or it may be calculated in other ways as agreed. The proportion of commission payment may be fixed, increased year by year or decreased year by year.
Where the commission payment is agreed upon, the parties shall agree in the contract on the method of consulting the relevant accounting accounts.
Article 326 [Economic ownership of post-technical achievements] Where the right to use or transfer the post-technical achievements belongs to a legal person or other organization, the legal person or other organization may conclude a technical contract for the post-technical achievements. The legal person or other organization shall draw a certain proportion of the proceeds from the use and transfer of the technical achievements of the post, and reward or reward the individual who has completed the technical achievements of the post. When a legal person or other organization enters into a technology contract to transfer the technical achievements of a job, the person who completes the technical achievements of the job shall have the right to give priority to the transfer under the same conditions.
The technical achievements of the post are the technical achievements completed by the legal person or other organization in carrying out the work tasks of the legal person or other organization, or mainly by using the material and technical conditions of the legal person or other organization.
Article 327 [Economic ownership of non-job technical achievements] The right to use and transfer non-job technical achievements belongs to the individual who has completed the technical achievements, and the individual who has completed the technical achievements may conclude a technical contract for the non-job technical achievements.
Article 328 [Spiritual Ownership of Technological Achievements] Individuals who have completed technological achievements have the right to state in the relevant technological achievement documents that they are the completers of technological achievements and the right to obtain certificates of honor and awards.
Article 329 [Invalidity of Technology Contracts] A technology contract that illegally monopolizes technology, hinders technological progress or infringes on the technological achievements of others is invalid.

Section 2 Technology Development Contract
Article 330 [Definition and Contract Form] A technology development contract refers to a contract concluded between the parties for the research and development of new technologies, new products, new processes or new materials and their systems.
Technology development contracts include commissioned development contracts and cooperative development contracts.
Technology development contracts shall be in writing.
The contract between the parties for the transformation of scientific and technological achievements with industrial application value shall refer to the provisions of the technology development contract.
Article 331 [Obligations of the Principal] The principal of the entrusted development contract shall pay the research and development funds and remuneration in accordance with the agreement; provide technical information and raw data; complete the collaboration matters; and accept the results of the research and development.
Article 332 [Obligations of the Trustee] The research and development person under the entrusted development contract shall formulate and implement the research and development plan in accordance with the agreement; use the research and development funds rationally; complete the research and development work on schedule, deliver the research and development results, and provide relevant technical information And necessary technical guidance to help the client master the results of research and development.
Article 333 [Principal's Liability for Breach of Contract] If the principal violates the agreement and causes the research and development work to be stalled, delayed or failed, he shall be liable for breach of contract.
Article 334 [Liability for breach of contract by the trustee] If the research and development company violates the agreement and causes the research and development work to be stalled, delayed or failed, it shall be liable for breach of contract.
Article 335 [Main Obligations of the Parties to a Cooperative Development Contract] The parties to a cooperative development contract shall make investment in accordance with the agreement, including investment in technology; divide the work and participate in research and development; and cooperate in research and development.
Article 336 [Liability for Breach of Contract of the Parties to Cooperative Development] If the parties to a cooperative development contract violate the agreement and cause the research and development work to be stalled, delayed or failed, they shall be liable for breach of contract.
Article 337 [Dissolution of Contract] If the performance of the technology development contract is meaningless because the technology that is the subject of the technology development contract has been made public by another person, the parties may terminate the contract.
Article 338 [Risk Burden and Notification Obligation] In the course of the performance of a technology development contract, if the research and development fails or partially fails due to insurmountable technical difficulties, the risk liability shall be agreed upon by the parties. If there is no agreement or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the risk responsibility shall be reasonably shared by the parties.
When one party discovers the circumstances specified in the preceding paragraph that may lead to the failure or partial failure of the research and development, it shall promptly notify the other party and take appropriate measures to reduce the loss. Failure to notify and take appropriate measures in a timely manner, resulting in increased losses, shall be liable for the increased losses.
Article 339 [Attribution of Technological Achievements] For an invention-creation commissioned for development, unless otherwise agreed by the parties, the right to apply for a patent belongs to the research and development person. If the research and development person obtains a patent right, the principal may implement the patent free of charge.
If the research and development person transfers the right to apply for a patent, the principal shall have the right to give priority to the transfer under the same conditions.
Article 340 [Attribution of Technological Achievements of Cooperative Development] For an invention-creation completed by cooperative development, unless otherwise agreed by the parties, the right to apply for a patent belongs to the parties to the cooperative development. If one of the parties transfers its common patent application right, the other parties shall have the right of priority to be transferred on the same terms.
If one of the parties to the cooperative development declares to waive its common patent application right, the other party may apply separately or jointly by the other parties. If the applicant obtains a patent right, the party that waives the right to apply for a patent may implement the patent free of charge.
If one of the parties to the cooperative development does not agree to apply for a patent, the other party or other parties may not apply for a patent.
Article 341 [Ownership and Sharing of Technical Secret Achievements] The right to use, transfer and distribution of benefits of technical secret achievements commissioned or jointly developed shall be agreed upon by the parties. If there is no agreement or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the parties have the right to use and transfer, but the research and development developer who entrusts the development shall not deliver the research and development results to the client. Transfer the research and development results to a third party.

Section 3 Technology Transfer Contracts
Article 342 [Contents and Forms] Technology transfer contracts include contracts for the transfer of patent rights, the transfer of patent application rights, the transfer of technical secrets and the licensing of patent implementation.
A technology transfer contract shall be in writing.
Article 343 [Agreement on the Scope of Technology Transfer] A technology transfer contract may stipulate the scope of the enforcement of the patent or the use of the technical secret by the transferor and the transferee, but shall not restrict technological competition and technological development.
Article 344 [Limitations on Patent Implementation License Contracts] A patent implementation license contract is valid only for the duration of the patent right. If the term of validity of the patent right expires or the patent right is declared invalid, the patentee may not enter into a patent licensing contract with another person in respect of the patent.
Article 345 [Main Obligations of the Assignor of a Patent Implementation License Contract] The assignor of a patent implementation license contract shall, in accordance with the agreement, license the assignee to implement the patent, deliver the technical information related to the implementation of the patent, and provide the necessary technical guidance.
Article 346 [Main Obligations of the Assignee of a Patent Implementation License Contract] The assignee of a patent implementation license contract shall implement the patent in accordance with the agreement and shall not license a third party other than the agreement to implement the patent; and shall pay royalties in accordance with the agreement.
Article 347 [Obligations of the transferor of a contract for the transfer of technology secrets] The transferor of a contract for the transfer of technology secrets shall, in accordance with the agreement, provide technical information, provide technical guidance, ensure the practicality and reliability of the technology, and assume the obligation of confidentiality.
Article 348 Obligations of the Assignee of a Technology Secret Transfer Contract The assignee of a technology secret transfer contract shall use the technology in accordance with the contract, pay royalties and assume the obligation of confidentiality.
Article 349 [Basic Obligations of the Transferor of a Technology Transfer Contract] The transferor of a technology transfer contract shall ensure that it is the lawful owner of the technology provided and that the technology provided is complete, error-free, effective and capable of achieving the agreed objectives.
Article 350 [Obligation of Assignee of Technology Transfer Contract to Keep Technology Confidentiality] The assignee of a technology transfer contract shall, in accordance with the agreed scope and time limit, undertake the obligation of confidentiality with respect to the undisclosed secret part of the technology provided by the assignor.
Article 351 [liability for breach of contract] if the transferor fails to transfer the technology in accordance with the agreement, it shall return part or all of the royalties and shall bear the liability for breach of contract; if the implementation of the patent or the use of the technical secret exceeds the scope of the agreement, if the third party is authorized to implement the patent or use the technical secret in violation of the agreement, it shall stop the breach of contract and bear the liability for breach of contract.
Article 352 [Liability for breach of contract of the transferee] If the transferee fails to pay the royalties in accordance with the agreement, it shall pay the royalties and pay liquidated damages in accordance with the agreement; if it fails to pay the royalties or pay liquidated damages, it shall stop the implementation of the patent or The use of technical secrets, return the technical information, and bear the liability for breach of contract, the breach of contract shall be stopped and the liability for breach of contract shall be borne; if the breach of the agreed obligation of confidentiality is violated, the liability for breach of contract shall be borne.
Article 353 [Tort liability of the transferor of a technology contract] If the transferee infringes the legitimate rights and interests of others by implementing a patent or using a technical secret in accordance with the agreement, the transferor shall be liable, unless otherwise agreed by the parties.
Article 354 [Ownership and Sharing of Subsequent Technological Achievements] The parties may, in accordance with the principle of mutual benefit, stipulate in the technology transfer contract the method of sharing the technological achievements of the subsequent improvement of the implementation of patents and the use of technological secrets. If there is no agreement or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the other parties shall not have the right to share the technological achievements of subsequent improvements made by one party.
Article 355 [Legal Application of Technology Import and Export Contracts] Where laws or administrative regulations provide otherwise for technology import and export contracts or contracts for patents or patent applications, such provisions shall prevail.

Section IV Technical Consulting Contracts and Technical Service Contracts
Article 356 [Contents] Technical consulting contracts include contracts to provide feasibility studies, technical forecasts, special technical surveys, analysis and evaluation reports on specific technical projects.
A technical service contract is a contract concluded by one party to solve a specific technical problem for the other party with technical knowledge, excluding construction contracts and contracts for contracting.
Article 357 [Main Obligations of the Client of a Technical Consulting Contract] The client of a technical consulting contract shall, in accordance with the agreement, clarify the issues to be consulted, provide technical background materials and relevant technical information and data; accept the results of the work of the trustee and pay remuneration.
Article 358 [Main Obligations of the Trustee of a Technical Consulting Contract] The trustee of a technical consulting contract shall complete the consulting report or answer questions in accordance with the agreed time limit; the consulting report submitted shall meet the agreed requirements.
Article 359 [Liability for breach of contract between the principal and the trustee] If the principal of a technical consulting contract fails to provide the necessary information and data in accordance with the agreement, affects the progress and quality of the work, and does not accept or late accepts the work results, the remuneration paid shall not be recovered, and the unpaid remuneration shall be paid.
If the trustee of a technical consulting contract fails to submit a consulting report on schedule or the consulting report submitted does not conform to the agreement, he shall bear the liability for breach of contract such as reduction or exemption of remuneration.
The principal of a technical consulting contract shall bear the losses caused by the decision-making of the trustee in accordance with the consulting report and opinions of the trustee in accordance with the agreed requirements, unless otherwise agreed by the parties.
Article 360 [Obligations of the Client of a Technical Service Contract] The client of a technical service contract shall, in accordance with the contract, provide working conditions, complete the matters of cooperation, accept the results of the work and pay remuneration.
Article 361 [Obligations of the Trustee of a Technical Service Contract] The trustee of a technical service contract shall complete the service project, solve technical problems, ensure the quality of work, and impart knowledge of solving technical problems in accordance with the contract.
Article 362 [Liability of the parties to a technical service contract for breach of contract] If the client of a technical service contract fails to perform his contractual obligations or does not perform his contractual obligations in accordance with the agreement, which affects the progress and quality of the work, and does not accept or accepts the work results within the time limit, the remuneration paid shall not be recovered, and the unpaid remuneration shall be paid.
If the trustee of a technical service contract fails to complete the service work in accordance with the contract, he shall bear the liability for breach of contract such as exemption of remuneration.
Article 363 [Ownership and Sharing of New Technological Achievements] In the course of the performance of a technical consulting contract or a technical service contract, new technological achievements completed by the trustee using the technical information and working conditions provided by the principal belong to the trustee. The new technical achievements completed by the principal using the work results of the trustee belong to the principal. If the parties agree otherwise, they shall follow their agreement.
Article 364 [Legal Application of Technical Training Contracts and Technical Intermediary Contracts] Where laws and administrative regulations provide otherwise for technical intermediary contracts and technical training contracts, such provisions shall be followed.

Chapter XIX Contracts of Custody
Article 365 [Definition] A custody contract is a contract in which the custodian keeps the custody delivered by the depositor and returns the property.
Article 366 [Payment of Custody Fees] The depositor shall pay the custodian the custodian fee in accordance with the agreement.
If the parties have not agreed on the storage fee or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, the storage is free of charge.
Article 367 [Formation of a contract of custody] A contract of custody is formed when the custody is delivered, unless otherwise agreed by the parties.
Article 368 [Custody Certificate] Where the depositor delivers the custody to the custodian, the custodian shall pay the custody certificate, unless there is another trading habit.
Article 369 [Requirements for Custody Acts] The custodian shall keep the custody properly.
The parties may agree on the place or method of storage. The place or method of storage shall not be changed without authorization, except in case of emergency or in order to safeguard the interests of the depositary.
Article 370 [Obligations of the depositor when the custody is defective or requires special custody] If the custody delivered by the depositor is defective or requires special custody measures according to the nature of the custody, the depositor shall inform the depositor of the relevant situation. If the depositor fails to inform, the depositary shall not be liable for damages; if the depositary suffers losses as a result, the depositary shall be liable for damages, unless the depositary knows or should know and fails to take remedial measures.
Responsibility.
Article 371 [Custody by a Third Party] The custodian shall not transfer the custody to a third party for safekeeping, unless otherwise agreed by the parties.
If the custodian, in violation of the provisions of the preceding paragraph, transfers the custody to a third person for safekeeping and causes damage to the custody, it shall be liable for damages.
Article 372 [Obligation of Custodian Not to Use Custody] The custodian shall not use or permit a third party to use the custody, unless otherwise agreed by the parties.
Article 373 [Return of rights claimed by a third party] Where a third party claims rights against the custody, the custodian shall perform the obligation to return the custody to the depositor, except for the preservation or enforcement of the custody in accordance with the law.
If a third party brings a lawsuit against the custodian or applies for the seizure of the custody, the custodian shall promptly notify the depositor.
Article 374 [Damage and Loss of Custody and Custodian's Liability] During the period of custody, if the custody is damaged or lost due to improper custody by the custodian, the custodian shall be liable for damages, but the custody is free of charge. If the custodian proves that he has no gross negligence, he shall not be liable for damages.
Article 375 [Notice Obligation of the Depositor] Where the depositor deposits currency, marketable securities or other valuables, the depositor shall declare to the depository, and the depository shall accept or seal the deposit. If the depositor fails to declare, the custodian may compensate for the damage or loss of the article in accordance with the general article.
Article 376 [Collection of Custody] The depositor may collect the custody at any time.
If the parties have not agreed on the period of custody or the agreement is not clear, the custodian may require the depositor to collect the custody at any time; if the period of custody is agreed, the custodian shall not require the depositor to collect the custody in advance without special reasons.
Article 377 [Return of Custody] Where the period of custody expires or the depositor receives the custody in advance, the depositor shall return the original and its fruits to the depositor.
Article 378 [Return of currency, etc.] Where the custodian keeps currency, it may return the same type and amount of currency. Where other substitutes are kept, the same type, quality and quantity of articles may be returned in accordance with the agreement.
Article 379 [Period of Payment of Custody Fees] For a paid custody contract, the depositor shall pay the custodian the custody fee in accordance with the agreed period.
If the parties have not agreed on the time limit for payment or the agreement is unclear, and cannot be determined in accordance with the provisions of Article 61 of this Law, the payment shall be made at the same time as the custody is received.
Article 380 [Custodian's Lien] If the depositor fails to pay the custody fee and other expenses as agreed, the custodian shall have a lien on the custody, unless otherwise agreed by the parties.

Chapter 20 Warehousing Contracts
Article 381 [Definition] A storage contract is a contract in which the custodian stores the storage materials delivered by the depositor and the depositor pays the storage fee.
Article 382 [Effective Time of Storage Contract] The storage contract shall take effect from the time of its establishment.
Article 383 [Storage of Dangerous Goods] When storing flammable, explosive, toxic, corrosive, radioactive and other dangerous goods or perishable goods, the depositor shall explain the nature of the goods and provide relevant information.
If the depositor violates the provisions of the preceding paragraph, the custodian may refuse to accept the storage, or may take corresponding measures to avoid the occurrence of losses, and the expenses incurred shall be borne by the depositor.
If the custodian stores flammable, explosive, toxic, corrosive, radioactive and other dangerous goods, it shall have the corresponding storage conditions.
Article 384 [Acceptance of Warehousing] The custodian shall conduct acceptance of the warehousing in accordance with the agreement. If the custodian discovers that the stored goods are not in conformity with the agreement during the acceptance, it shall notify the depositor in a timely manner. If, after the acceptance of the custodian, the variety, quantity and quality of the stored goods do not conform to the agreement, the custodian shall be liable for damages.
Article 385 [Warehouse Receipt] Where the depositor delivers the stored goods, the custodian shall pay the warehouse receipt.
Article 386 [Matters to be contained in warehouse receipts] The custodian shall sign or seal the warehouse receipts. Warehouse receipts include the following:
(I) name or name and domicile of the depositor;
(II) the variety, quantity, quality, packaging, number of pieces and marks of the stored goods;
(III) the standard of loss of stored goods;
(IV) storage sites;
(V) storage period;
(VI) storage charges;
If the (VII) warehouse has been insured, the insured amount, period and the name of the insurer;
(VIII) the person, place and date of filling.
Article 387 [Endorsement of warehouse receipts and their effect] A warehouse receipt is a voucher for the withdrawal of stored goods. If the depositor or the holder of the warehouse receipt endorses the warehouse receipt and signs or seals it with the custodian, the right to withdraw the warehouse may be transferred.
Article 388 [Right of Inspection] The custodian shall, at the request of the depositor or the holder of the warehouse receipt, agree to inspect the warehouse or take samples.
Article 389 [Obligation of the Custodian to Notify] If the custodian notices deterioration or other damage to the goods in storage, it shall promptly notify the depositor or the holder of the warehouse receipt.
Article 390 [Obligation of Custodian to Call] If the custodian discovers deterioration or other damage to the stored goods, endangering the safety and normal custody of other stored goods, it shall urge the depositor or the holder of the warehouse receipt to make the necessary disposal. Due to the urgency of the situation, the custodian may make the necessary disposal, but shall notify the depositor or the holder of the warehouse receipt in a timely manner afterwards.
Article 391 [Time for withdrawal of stored goods] If the parties do not agree on the storage period or the agreement is unclear, the inventory holder or warehouse receipt holder may withdraw the stored goods at any time, and the custodian may also require the inventory holder or warehouse receipt holder to withdraw the stored goods at any time, but the necessary preparation time shall be given.
Article 392 [Warehouse Receipt Holder Withdraws Warehousing] At the expiration of the storage period, the depositor or warehouse receipt holder shall withdraw the warehousing with the warehouse receipt. If the depositor or the holder of the warehouse receipt is overdue, the storage fee shall be charged; if the withdrawal is made in advance, the storage fee shall not be reduced.
Article 393 [Custodian's Right to Withdrawal] If, upon the expiration of the storage period, the depositor or the holder of the warehouse receipt does not withdraw the stored goods, the custodian may urge him to withdraw the goods within a reasonable period of time, and if he does not withdraw the goods within the time limit, the custodian may withdraw the stored goods.
Article 394 [Liability of Custodian for Breach of Contract] During the storage period, if the storage property is damaged or lost due to improper storage by the custodian, the custodian shall be liable for damages.
The custodian shall not be liable for damages if the storage material deteriorates or is damaged due to the nature of the storage material, the packaging does not conform to the agreement or exceeds the effective storage period.
Article 395 [Law Applicable to Warehousing Contracts] Where there is no provision in this Chapter, the relevant provisions of the custody contract shall apply.

Chapter XXI Entrustment Contract
Article 396 [Definition] A contract of entrustment is a contract in which the principal and the trustee agree that the trustee shall handle the affairs of the principal.
Article 397 [Scope of Entrustment] The principal may specifically entrust the trustee to handle one or more matters, or may generally entrust the trustee to handle all matters.
Article 398 [Commissioning Fees] The principal shall pay in advance the cost of handling the entrusted affairs. The principal shall reimburse the necessary expenses paid by the trustee for the handling of the entrusted affairs and the interest thereon.
Article 399 [Obligation of the trustee to obey instructions] The trustee shall handle the entrusted affairs in accordance with the instructions of the principal. If it is necessary to change the instructions of the principal, the consent of the principal shall be obtained; if it is difficult to get in touch with the principal due to urgent circumstances, the trustee shall properly handle the entrusted affairs, but shall report the situation to the principal in a timely manner afterwards.
Article 400 [Handle personally and delegate] The trustee shall personally handle the entrusted affairs. With the consent of the principal, the trustee may delegate. If the entrustment is agreed, the principal may directly instruct the third party to whom the entrustment is entrusted, and the trustee shall be liable only for the election of the third party and its instructions to the third party. If the entrustment is not agreed, the trustee shall be responsible for the acts of the third party to the entrustment, except where the trustee needs to transfer the entrustment in order to safeguard the interests of the principal in an emergency.
Article 601 [Reporting Obligations of the Trustee] The trustee shall, at the request of the principal, report on the handling of the entrusted affairs. When the entrustment contract is terminated, the trustee shall report the results of the entrustment.
Article c.2 [the right of intervention of the principal] if the trustee enters into a contract with a third party in his own name and within the scope of the authorization of the principal, if the third party knows the agency relationship between the trustee and the principal at the time of conclusion of the contract, the contract directly binds the principal and the third party, unless there is definite evidence that the contract only binds the trustee and the third party.
Article 413 [the right of the principal to the third party and the right of the third party to choose the opposite party] when the trustee enters into a contract with the third party in his own name, the third party does not know the agency relationship between the trustee and the principal, and the trustee fails to perform his obligations to the principal due to the third party, the trustee shall disclose the third party to the principal, and the principal may exercise the trustee's rights to the third party, except where a third party would not have entered into a contract with the trustee if he had known that the principal would have entered into the contract.
If the trustee fails to perform his obligations to the third party due to the principal, the trustee shall disclose the principal to the third party, and the third party may therefore choose the trustee or the principal as the relative to claim his rights, but the third party may not change the selected relative.
If the principal exercises the rights of the trustee against a third party, the third party may claim its defense against the trustee from the principal. If a third party chooses the principal as its counterpart, the principal may assert his defense against the trustee and the trustee's defense against the third party.
Article four [Obligations of the trustee to deliver property] The property acquired by the trustee in handling the entrusted affairs shall be transferred to the principal.
Article 905 [Obligation of the principal to pay remuneration] If the trustee completes the entrusted affairs, the principal shall pay remuneration to him. If the entrustment contract is terminated or the entrustment affairs cannot be completed due to reasons not attributable to the trustee, the principal shall pay the trustee the corresponding remuneration. If the parties agree otherwise, they shall follow their agreement.
Article 406 [Trustee's Liability for Damages] For a paid entrustment contract, if the trustee's fault causes losses to the principal, the principal may claim compensation for the losses. In a gratuitous entrustment contract, if the trustee's intentional or gross negligence causes losses to the principal, the principal may claim compensation for the losses.
If the trustee exceeds his authority and causes losses to the principal, he shall compensate for the losses.
Article 207 [Liability of the Principal] If the trustee suffers losses due to reasons not attributable to himself when handling the entrusted affairs, he may claim compensation from the principal for the losses.
Article 408 [Separate entrustment] The principal may, with the consent of the trustee, entrust a third person in addition to the trustee to handle the entrusted affairs. If losses are thus caused to the trustee, the trustee may claim compensation from the principal for the losses.
Article 409 [Joint and several liability of trustees] Where two or more trustees jointly handle the entrusted affairs, they shall bear joint and several liability to the principal.
Article 410 [Arbitrary Right of Termination] The principal or trustee may terminate the entrustment contract at any time. If the other party suffers losses as a result of the termination of the contract, it shall compensate for the losses, except for causes not attributable to the party concerned.
Article 41 [Termination of the entrustment contract] If the principal or trustee dies, loses civil capacity or goes bankrupt, the entrustment contract shall be terminated, unless the parties agree otherwise or it is inappropriate to terminate according to the nature of the entrusted affairs.
Article 212 [Post-contractual obligations of the principal] If the termination of the entrustment contract will harm the interests of the principal due to the death, loss of civil capacity or bankruptcy of the principal, the trustee shall continue to deal with the entrusted affairs until the heirs, legal representatives or liquidation organizations of the principal accept the entrusted affairs.
Article 413 [Obligations of the successor of the trustee after the death of the trustee] If the contract of entrustment is terminated due to the death, loss of civil capacity or bankruptcy of the trustee, the successor, legal representative or liquidation organization of the trustee shall promptly notify the principal. If the termination of the entrustment contract will harm the interests of the principal, the successor, legal representative or liquidation organization of the trustee shall take necessary measures before the principal makes a deal with the aftermath.

Chapter 22 Discipline Contracts
Article 414 [Definition] A disciplinary contract is a contract in which a disciplinary person engages in trading activities for a principal in his own name and the principal pays remuneration.
Article 415 [Cost of Handling Commissioned Affairs] The expenses incurred by the discipline broker in handling the entrusted affairs shall be borne by the discipline broker, unless otherwise agreed by the parties.
Article 416 [Obligation of the trustee-trader to keep the entrustment] If the trustee-trader is in possession of the entrustment, he shall keep the entrustment properly.
Article 417 [Handling of Entrusted Material] If the entrusted material is defective or perishable or deteriorated when it is delivered to the trustee-trader, the trustee-trader may dispose of the material with the consent of the principal; if the trustee-trader cannot get in touch with the principal in time, the trustee-trader may dispose of the material reasonably.
Article 418 [Consequences of failing to carry out disciplinary activities as instructed] Where a trader sells at a price lower than the price specified by the principal or buys at a price higher than the price specified by the principal, the consent of the principal shall be obtained. If, without the consent of the principal, the broker compensates the difference, the sale shall have effect on the principal.
If the broker sells above the price specified by the principal or buys below the price specified by the principal, the remuneration may be increased in accordance with the agreement. If there is no agreement or the agreement is unclear, and cannot be determined in accordance with the provisions of Article 61 of this Law, the interest belongs to the principal.
If the principal has a special instruction on the price, the trader shall not sell or buy in violation of the instruction.
Article 419 [The right of intervention of the trader] The trader may sell or buy a commodity with market pricing, unless the principal has a contrary intention, the trader himself may be the buyer or seller.
If the trustee-trader has the circumstances specified in the preceding paragraph, he may still require the principal to pay remuneration.
Article 420 [Disposal of Commissioned Material] When a broker buys the entrusted material in accordance with the agreement, the principal shall receive it in a timely manner. If the principal refuses to accept the request without justifiable reasons after being urged by the discipline broker, the discipline broker may deposit the entrusted property in accordance with the provisions of Article 101 of this Law.
If the entrusted property cannot be sold or the principal withdraws the sale, and the principal does not take back or dispose of the property after being urged by the trustee-trader, the trustee-trader may deposit the entrusted property in accordance with the provisions of Article 101 of this Law.
Article 421 [Relationship between the broker and the third party] Where the broker and the third party enter into a contract, the broker shall have direct rights and obligations under the contract.
If the third party fails to perform its obligations and causes damage to the client, the trustee-trader shall be liable for damages, unless otherwise agreed between the trustee-trader and the client.
Article 42 [Disciplines' Right to Request Remuneration and Lien] If the disciplinor completes or partially completes the entrusted affairs, the principal shall pay him the corresponding remuneration. If the principal fails to pay the remuneration within the time limit, the broker shall have a lien on the entrustment, unless otherwise agreed by the parties.
Article 423 [Application to entrustment contracts] Where there is no provision in this chapter, the relevant provisions of the entrustment contract shall apply.

Chapter 23 Intermediary Contracts
Article 224 [Definition] An inter-house contract is a contract in which the inter-house person reports to the principal the opportunity to conclude the contract or provides media services for the conclusion of the contract, and the principal pays remuneration.
Article 225 [Intermediary's Duty to Report Truthfully] The intermediary shall truthfully report to the principal on matters relating to the conclusion of the contract.
If the intermediary intentionally conceals important facts relating to the conclusion of the contract or provides false information to the detriment of the interests of the principal, he shall not demand payment of remuneration and shall be liable for damages.
Article 426 [Intermediary's Right to Request Remuneration] After the intermediary has facilitated the formation of the contract, the principal shall pay the remuneration in accordance with the agreement. If there is no agreement on the remuneration of the intermediary or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 61 of this Law, it shall be reasonably determined in accordance with the labor services of the intermediary. If the establishment of a contract is facilitated by the intermediary's provision of media services for the conclusion of the contract, the parties to the contract shall bear the remuneration of the intermediary equally.
If the intermediary facilitates the establishment of the contract, the cost of the inter-house activity shall be borne by the intermediary.
Article 427 [Handling of failure to facilitate the formation of a contract] If the intermediary fails to facilitate the formation of the contract, he may not demand payment of remuneration, but may require the principal to pay the necessary expenses incurred in engaging in the intermediary activities.

Supplementary Provisions
Article 228 [Effective Date and Abolition Provisions] This Law shall come into force on October 1, 1999, 《the People's Republic of China Economic Contract Law》、《the People's Republic of China Foreign-related Economic Contract Law》、《the People's Republic of China Technology Contract LawAbolition at the same time.