合同法英文版（二）
Article 126 The parties to a contract involving foreign interests may choose the law applicable to the settlement of their contract disputes, except as otherwise stipulated by law. If the parties to a contract involving foreign interests have not made a choice, the law of the country to which the contract is most closely connected shall be applied.
The contracts for Chinese-foreign equity joint ventures, for Chinese- foreign contractual joint ventures and for Chinese-foreign cooperative exploration and development of natural resources to be performed within the territory of the People's Republic of China shall apply the laws of the People's Republic of China.
Article 127 The departments of administration for industry and commerce and other competent departments shall, within the scope of their respective competence and functions, be responsible for supervision over and dealing with illegal acts in taking advantage of contracts to endanger and harm the State interests and public interests. In case that a crime is constituted, criminal responsibility shall be investigated.
Article 128 The parties may settle their disputes relevant to the contract through conciliation or mediation.
The parties may, if unwilling to settle their disputes through conciliation or mediation or failing in the conciliation or mediation, apply to an arbitration institution for arbitration according to their arbitration agreement. The parties to a contract involving foreign interests may, according to their arbitration agreement, apply for arbitration to a Chinese arbitration institution or other arbitration institutions. If there is no arbitration agreement between the parties or the arbitration agreement is null and void, they may bring a lawsuit before the people's court. The parties shall perform the court judgments, arbitration awards or mediation documents with legal effectiveness. In case any refusal in respect to the performance, the other party may request the people's court for execution.
Article 129 The time limit for action before the people's court or for arbitration before an arbitration institution regarding disputes relating to contracts for international sales of goods and contracts for technology import and export shall be four years, calculating from the date on which the party knows or ought to know the infringement on its rights. The time limits for action before the people's court or for arbitration before an arbitration institution regarding other contracts disputes shall be in accordance with the provisions of the relevant laws.
Article 130 A sales contract is a contract whereby the seller transfers the ownership of an object to the buyer and the buyer pays the price for it.
Article 131 Other than those as stipulated in Article 12 of this Law, a sales contract may also contain such clauses as package manner, inspection standards and method, method of settlement and clearance, language adopted in the contract and its authenticity.
Article 132 An object to be sold shall be owned by the seller or of that the seller is entitled to dispose.
Where the transfer of an object is prohibited or restricted by the laws and administrative regulations, the provisions thereof shall be followed.
Article 133 The ownership of an object shall be transferred upon the delivery of the object, except as otherwise stipulated by law or agreed upon by the parties.
Article 134 The parties to a sales contract may agree that the own- ership shall belong to the seller if the buyer fails to pay the price or perform other obligations.
Article 135 The seller shall perform the obligation to deliver to the buyer the object or the documents to take delivery of the object, and to transfer the ownership of the object.
Article 136 The seller shall, according to the terms of the contract or transaction practices, deliver to the buyer relevant documents and materials other than the documents to take delivery of the object.
Article 137 When an object such as computer software with intellectual property rights is sold, the intellectual property rights of such object shall not belong to the buyer except as otherwise stipulated by law or agreed upon by the parties.
Article 138 The seller shall deliver the object according to the agreed time limit. If a time limit of delivery is agreed upon, the seller may deliver at any time within the said time limit.
Article 139 Where there is no agreement in the contract between the parties as to the time limit to deliver the object or such agreement is unclear, the provisions of Article 61 and Sub-Paragraph (4), Article 62 of this Law shall be applied.
Article 140 If an object has been possessed by the buyer before the contract is concluded, the delivery time shall be the time when the contract goes into effect.
Article 141 The seller shall deliver the object according to the agreed place. Where there is no agreement in the contract between the parties as to the place to deliver the object or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the following provisions shall be applied:
(1) In case the object needs carriage, the seller shall deliver the object to the first carrier so as to hand it over to the buyer; or
(2) In case the object does not need carriage, and the seller and buyer know the place of the object when concluding the contract, the seller shall deliver the object at such place; if the place is unknown, the object shall be delivered at the business place of the seller when concluding the contract.
Article 142 The risk of damage to or missing of an object shall be borne by the seller before the delivery of the object and by the buyer after the delivery, except as otherwise stipulated by law or agreed upon by the parties.
Article 143 Where the object cannot be delivered according to the agreed time limit due to causes of the buyer, the buyer shall bear the risk of damage to or missing of the object as of the agreed date of delivery.
Article 144 Where the seller sells an object delivered to a carrier for carriage and en route of carriage, the risk of damage to or missing of the object shall be borne by the buyer as of the time of establishment of the contract, except as otherwise agreed upon by the parties.
Article 145 Where there is no agreement in the contract between the parties as to the place of delivery or such agreement is unclear, and the object needs carriage according to the provisions of Sub-paragraph (1), Paragraph 2, Article 141 of this Law, the risk of damage to or missing of the object shall be borne by the buyer after the seller has delivered the object to the first carrier.
Article 146 Where the seller has put an object at the place of delivery according to the provisions of Sub-paragraph (2), Paragraph 2, Article 141 of this Law, while the buyer fails to take delivery of the object by violating the terms of the contract, the risk of damage to or missing of the object shall be borne by the buyer as of the date of breach.
Article 147 The buyer's failure in delivering the documents and materials relating to the object according to the terms of the contract may not affect the risk transfer of the damage to or missing of the object.
Article 148 Where it is not able to realize the purpose of a contract because the quality of the object has not satisfied the quality requirements, the buyer may refuse to accept the object or may rescind the contract. Where the buyer refuses to accept the object or rescinds the contract, the seller shall bear the risk of damage to or missing of the object.
Article 149 In case that the buyer bears the risk of damage to or missing of the object, the buyer's right may not be affected to claim the assumption by the seller of the liabilities for breach of contract because of the seller's performance failing to conform with the terms of the contract.
Article 150 The seller shall, in respect of the object delivered, assume the obligation to guarantee that no third party may claim any right to the buyer, except as otherwise stipulated by law.
Article 151 Where the buyer knows or ought to know, when concluding the contract, that a third party has rights on the object to be sold, the seller may assume no obligation as stipulated in Article 150 of this Law.
Article 152 Where the buyer has conclusive evidence to demonstrate that a third party may probably claim rights on the object, the buyer may suspend to pay the corresponding price, unless the seller provides a proper guaranty.
Article 153 The seller shall deliver the object according to the agreed quality requirements. In case that the seller provides with the quality specifications concerning the object, the delivered object shall satisfy the quality requirements in such specifications.
Article 154 Where there is no agreement between the parties in the contract on the object quality requirements or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the provisions of Sub-paragraph (1), Article 62 of this Law shall be applied.
Article 155 Where the object delivered by the seller fails to conform with the quality requirements, the buyer may claim the assumption by the seller of the liabilities for breach of contract according to the provisions of Article 111 of this Law.
Article 156 The seller shall deliver the object in the agreed package manner. Where there is no agreement on package manner in the contract or the agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the object shall be packed in a general manner, and if no general manner, a package manner enough to protect the object shall be adopted.
Article 157 The buyer shall inspect the object within the agreed inspection period after receiving the object. In case there is no such period agreed upon in the contract, the inspection shall be made in time.
Article 158 Where the parties have agreed upon the inspection period in the contract, the buyer shall, within the period for inspection, make a notice to the seller that the object quantity or quality fails to conform with the terms of the contract. If the buyer is indolent in making such a notice, it shall be deemed that the object quantity or quality has conformed with the terms of the contract.
Where there is no agreement between the parties in the contract on the inspection period, the buyer shall make a notice to the seller within a reasonable time period after it finds or ought to find that the object quantity or quality fails to conform with the terms of the contract. If the buyer fails in making a notice within such reasonable time period or within 2 years as of the date of receiving the object, it shall be deemed that the object quantity or quality has conformed with the terms of the contract. However, if there is a quality guarantee period on the object, the said quality guarantee period shall be applied instead of the above said 2 years.
Where the seller knows or ought to know the object to be supplied does not conform with the terms of the contract, the buyer may not be restricted by the time limit as stipulated in the preceding paragraph.
Article 159 The buyer shall pay the price according to the agreed amount in the contract. If there is no agreement in the contract on the price or such agreement is unclear, the provisions of Article 61 and Sub paragraph (2), Article 62 of this Law shall be applied.
Article 160 The buyer shall pay the price at the agreed place. If there is no agreement in the contract on the place of payment or the agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the buyer shall pay at the seller's business place. However, if it is agreed that the delivery of the object or the documents to take delivery of the object is set as a prerequisite to the payment of the price, the payment shall be made at the place where the object or the documents to take delivery of the object are delivered.
Article 161 The buyer shall pay the price at the agreed time. If there is no agreement in the contract on the time of payment or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the buyer shall pay at the same time when receiving the object or the documents to take delivery of the object.
Article 162 Where the seller delivers excessive objects, the buyer may accept or refuse to accept the excess part. In case the buyer accepts the excess part, the buyer shall pay for it at the price in the original contract; if he refuses to accept the excess part, the buyer shall make a notice to the seller promptly.
Article 163 Any fruits generated by the object before delivery shall be owned by the seller, while those generated after delivery shall be owned by the buyer.
Article 164 If a contract is rescinded resulting from that the principal part of the object fails to satisfy the terms of the contract, the effectiveness of rescinding the contract shall extend to the collateral part. Where the collateral part of the object fails to satisfy the terms of the contract so that it has been rescinded, the effectiveness of its rescinding may not extend to the principal part.
Article 165 Where the object contains several items and one of them fails to satisfy the terms of the contract, the buyer may rescind the contract with respect to such item. However, if its separation from other items will damage the object value obviously, the parties may rescind the contract with respect to such several items.
Article 166 Where the seller delivers the object in batches, if the seller fails to deliver one batch of the object or the delivery fails to satisfy the terms of the contract so that the said batch can not realize the contract purpose, the buyer may rescind the contract with respect to such batch of object.
If the seller fails to deliver one batch of object or the delivery fails to satisfy the terms of the contract so that the delivery of the subsequent batches of objects can not realize the contract purpose, the buyer may rescind the contract with respect to such batch and the subsequent batches of objects.
If the buyer has rescinded the contract with respect to one batch of object and such batch of object is indispensable to other batches of the objects, the buyer may rescind the contract with respect to the various batches of objects delivered and undelivered.
Article 167 Where the buyer making payment by installments fails to pay the price due and the amount unpaid accounts for one fifth of the whole price, the seller may request the buyer to pay the whole price or may rescind the contract.
Where the seller rescinds the contract, the seller may request the buyer to pay for the use of such object.
Article 168 The parties to a sales transaction based upon the sample shall seal up the sample, and may make specifications on the sample quality. The object delivered by the seller shall have the same quality as the sample and the specifications.
Article 169 Where the buyer to a sales transaction based upon the sample does not know that the sample has a hidden defect, even if the object delivered is the same as the sample, the object delivered by the seller shall still meet the normal standards of the kind.
Article 170 The parties to a sales transaction on trial use may agree on the period of trial use of the object. If there is no agreement in the contract on such period or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, it shall be determined by the seller.
Article 171 The buyer to a sales transaction on trial use may, during the period of trial use, buy the object or refuse to buy it. Upon the expiry of the period of trial use, if the buyer fails to express whether or not to buy the object, the purchase shall be deemed.
Article 172 The rights and obligations of the parties to a sales transaction in the form of inviting and making tenders and the procedures therefor, shall be in accordance with the provisions of relevant laws and administrative regulations.
Article 173 The rights and obligations of the parties to an auction and the procedures therefor, shall be in accordance with the provisions of relevant laws and administrative regulations.
Article 174 Where there is any provision on other non-gratuitous contracts in the laws, such provisions shall be followed; if no such provisions, the relevant provisions on sales contracts shall be applied mutatis mutandis.
Article 175 Where the parties make an agreement on a barter trade, and the ownership of the object is to be transferred, the relevant provisions on sales contracts shall be applied mutatis mutandis.
CHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WATER, GAS OR
Article 176 A contract for supply and use of electricity refers to a contract whereby the supplier of electricity supplies electricity to the user of electricity, and the user pays the electric fee.
Article 177 The contents of a contract for supply and use of electricity shall contain such clauses as the manner, quality, and time of supplying electricity, quantity of use, address and character of use, method of measurement, method of settlement and clearance of electricity price and fees, and the responsibility for maintaining the facilities for supply and use of electricity.
Article 178 The place where a contract for supply and use of electricity is to be performed shall be agreed upon by the parties. Where there is no such agreement between the parties in the contract or such agreement is unclear, the place where the property rights of the electricity supply facilities are demarcated shall be the place of performance.
Article 179 The supplier of electricity shall safely supply electricity in accordance with the standards for the supply of electricity stipulated by the State and the terms of the contract. Where the supplier of electricity fails to safely supply electricity in accordance with the standards for the supply of electricity as stipulated by the State and the terms of the contract, and causes losses to the user of electricity, it shall be liable for damages.
Article 180 When the supplier of electricity needs to suspend the supply of electricity due to such reasons as planned or ad hoc inspection and repair of the facilities for supply of electricity, restriction on electricity according to law or use of electricity in violating the law on the part of the user, it shall notify the user of electricity in advance in accordance with the relevant provisions of the State. Where it suspends the supply without notifying the user in advance and causes losses to the user, the supplier of electricity shall be liable for damages.
Article 181 Where the supplier of electricity suspends the supply of electricity due to such reasons as natural disasters, it shall make prompt repairs in accordance with the relevant provisions of the State. Where it fails to make prompt repairs and causes losses to the user, it shall be liable for damages.
Article 182 The user of electricity shall pay the electricity fees as scheduled in accordance with the relevant provisions of the State and the terms of the contract. If the user of electricity does not pay the electricity fees within the time limit, it shall pay breach of contract damages in accordance with the terms of the contract. If the user still does not pay the electricity fees and the breach of contract damages, the supplier may suspend the supply of electricity in accordance with the procedures stipulated by the State.
Article 183 The user of electricity shall use the electricity in accordance with the relevant provisions of the State and the terms of the contract. Where the user of electricity fails to use the electricity safely according to the relevant provisions of the State and the terms of the contract and causes losses to the supplier of electricity, it shall be liable for damages.
Article 184 Contracts for supply and use of water, gas or heating shall apply mutatis mutandis the provisions on contracts for supply and use of electricity.
CHAPTER 11 CONTRACTS FOR DONATION
Article 185 A donation contract refers to a contract whereby the donator presents gratis its property to the donee, and the donee expresses the acception of the donation.
Article 186 The donator may rescind the donation before transferring of the rights of the donated property.
Where the donation contract is of such nature as for public welfare or moral obligation in providing disaster or poverty relief, or the donation contract is notarized, the provisions of the preceding paragraph shall not be applied.
Article 187 If the donated property needs to go through such formalities as registration according to law, the relevant formalities shall be completed.
Article 188 In case of a donation contract being of such nature as for public welfare or moral obligation in providing disaster or poverty relief, or that the donation contract is notarized, if the donator does not deliver the donated property, the donee may request for the delivery.
Article 189 Where, due to the deliberate intention or gross fault of the donator, destruction or losses are caused to the donated property, the donator shall be liable for damages.
Article 190 The donation may be subject to collateral obligations.
Where the donation is subject to collateral obligations, the donee shall perform the obligations in accordance with the terms of the contract.
Article 191 Where the donated property has defects, the donator shall not bear any liability. In case of a donation subject to collateral obligations, if the donated property has defects, the donator shall bear the same liability as a seller within the limit of the collateral obligations.
Where the donator does not inform of the defects intentionally or insures that there is no defect, thus causing losses to the donee, the donator shall be liable for damages.
Article 192 Where the donee is under any of the following circumstances, the donator may rescind the donation:
(1) seriously infringing upon the donator or his/her close relatives;
(2) not performing the obligation in respect of supporting the donator;
(3) not performing the obligation agreed upon in the donation contract.
The right of the donator to rescission shall be exercised within one year as of the date when he knows or ought to know the rescission reasons.
Article 193 In case of the donee's illegal acts resulting in the death of the donator or the loss of the donator's civil of capacity conduct, the heir or statutory agent of the donator may rescind the donation.
The right to rescission of the heir or statutory agent of the donator shall be exercised within six months as of the date when he knows or ought to know the rescission reasons.
Article 194 Where a person having the right to rescission rescinds the donation, the person may request the donee to return the donated property.
Article 195 Where economic conditions of the donator is strikingly deteriorating, which seriously affects his/her production and business operations or the family life, the donator may no longer perform the donation obligation.
Article 196 A loan contract refers to a contract whereby the borrower raises a loan from the lender, and repays the loan with interest thereof when it becomes due.
Article 197 Loan contracts shall be in written form, except as otherwise agreed upon by natural persons in respect of loans between them.
The contents of a loan contract shall contain such clauses as the category of loans, the kind of currency, the purpose of use, the amount, the interest rate, the term and the method for returning the loan.
Article 198 In concluding a loan contract, the lender may require the borrower to provide a guaranty. The guaranty shall abide by the provisions of the Guaranty Law of the People's Republic of China.
Article 199 In concluding a loan contract, the borrower shall provide with the truthful information about the business activities and financial conditions relating to the loan according to the requirements of the lender.
Article 200 The interest of the loan shall not be deducted from the principal in advance. Where the interest is deducted in advance from the principal, the loan shall be repaid and the amount of the interest calculated according to the actual amount of the loan.
Article 201 Where the lender fails to extend the loan in accordance with the agreed date and amount and causes losses to the borrower, the lender shall compensate for the losses.
Where the borrower fails to accept the loan in accordance with the agreed date and amount, the borrower shall pay the interest according to the agreed date and amoant.
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