【正文】 合同法(英文版)20071125合同法（英文版）中華人民共和國合同法（英文版）【標　題】 CONTRACT LAW OF THE PEOPLE39。S REPUBLIC OF CHINA【時 效 性】有效【頒布時間】【實施時間】【發(fā)布部門】National People’s Congress CONTRACT LAW OF THE PEOPLE39。S REPUBLIC OF CHINACONTRACT LAW OF THE PEOPLE39。S REPUBLIC OF CHINA(Adopted and Promulgated by the Second Session of the Ninth National People39。s Congress March 15, 1999)GENERAL PROVISIONSCHAPTER 1 GENERAL PROVISIONSCHAPTER 2 CONCLUSION OF CONTRACTSCHAPTER 3 EFFECTIVENESS OF CONTRACTSCHAPTER 4 PERFORMANCE OF CONTRACTSCHAPTER 5 MODIFICATION AND ASSIGNMENT OF CONTRACTSCHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTSCHAPTER 7 LIABILITY FOR BREACH OF CONTRACTSCHAPTER 8 MISCELLANEOUS PROVISIONSSPECIFIC PROVISIONSCHAPTER 9 CONTRACTS FOR SALESCHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WATER, GAS OR HEATINGCHAPTER 11 CONTRACTS FOR DONATIONCHAPTER 12 CONTRACTS FOR LOANSCHAPTER 13 CONTRACTS FOR LEASECHAPTER 14 CONTRACTS FOR FINANCIAL LEASECHAPTER 15 CONTRACTS FOR WORKCHAPTER 16 CONTRACTS FOR CONSTRUCTION PROJECTSCHAPTER 17 CONTRACTS FOR TRANSPORTATIONSECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR PASSENGER TRANSPORTATIONSECTION 3 CONTRACTS FOR GOODS TRANSPORTATIONSECTION 4 CONTRACTS FOR MULTIMODAL TRANSPORTATIONCHAPTER 18 CONTRACTS FOR TECHNOLOGYSECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR TECHNOLOGY DEVELOPMENTSECTION 3 CONTRACTS FOR TECHNOLOGY TRANSFERSECTION 4 CONTRACTS FOR TECHNICAL CONSULTANCY AND TECHNICAL SERVICECHAPTER 19 CONTRACTS FOR STORAGECHAPTER 20 CONTRACTS FOR WAREHOUSINGCHAPTER 21 CONTRACTS FOR COMMISSIONCHAPTER 22 CONTRACTS FOR BROKERAGECHAPTER 23 CONTRACTS FOR INTERMEDIATIONGENERAL PRINCIPLESChapter One General Provisions Article 1 PurposeThis Law is formulated in order to protect the lawful rights and interests of contract parties, to safeguard social and economic order, and to promote socialist modernization.Article 2 Definition of Contract。 ExclusionsFor purposes of this Law, a contract is an agreement between natural persons, legal persons or other organizations with equal standing, for the purpose of establishing, altering, or discharging a relationship of civil rights and obligations.An agreement concerning any personal relationship such as marriage, adoption, guardianship, etc. shall be governed by other applicable laws.Article 3 Equal Standing of PartiesContract parties enjoy equal legal standing and neither party may impose its will on the other party.Article 4 Right to Enter into Contract Voluntarily A party is entitled to enter into a contract voluntarily under the law, and no entity or individual may unlawfully interfere with such right.Article 5 FairnessThe parties shall abide by the principle of fairness in prescribing their respective rights and obligations.Article 6 Good FaithThe parties shall abide by the principle of good faith in exercising their rights and performing their obligations.Article 7 LegalityIn concluding or performing a contract, the parties shall abide by the relevant laws and administrative regulations, as well as observe social ethics, and may not disrupt social and economic order or harm the public interests.Article 8 Binding Effect。 Legal ProtectionA lawfully formed contract is legally binding on the parties. The parties shall perform their respective obligations in accordance with the contract, and neither party may arbitrarily amend or terminate the contract.A lawfully formed contract is protected by law.Chapter Two Formation of ContractsArticle 9 Capacity。 Contract through AgentIn entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts.A party may appoint an agent to enter into a contract on its behalf under the law.Article 10 Forms of Contract。 Writing RequirementA contract may be made in a writing, in an oral conversation, as well as in any other form.A contract shall be in writing if a relevant law or administrative regulation so requires. A contract shall be in writing if the parties have so agreed.Article 11 Definition of WritingA writing means a memorandum of contract, letter or electronic message (including telegram, telex, facsimile, electronic data exchange and electronic mail), etc. which is capable of expressing its contents in a tangible form.Article 12 Terms of ContractThe terms of a contract shall be prescribed by the parties, and generally include the following:(i) names of the parties and the domiciles thereof。(ii) subject matter。(iii) quantity。(iv) quality。(v) price or remuneration。(vi) time, place and method of performance。(vii) liabilities for breach of contract。(viii) method of dispute resolution.The parties may enter into a contract by referencing a model contract for the relevant contract category.Article 13 OfferAcceptanceA contract is concluded by the exchange of an offer and an acceptance.Article 14 Definition of OfferAn offer is a party39。s manifestation of intention to enter into a contract with the other party, which shall ply with the following:(i) Its terms are specific and definite。(ii) It indicates that upon acceptance by the offeree, the offeror will be bound thereby.Article 15 Invitation to OfferAn invitation to offer is a party39。s manifestation of intention to invite the other party to make an offer thereto. A delivered price list, announcement of auction, call for tender, prospectus, or mercial advertisement, etc. is an invitation to offer.A mercial advertisement is deemed an offer if its contents meet the requirements of an offer.Article 16 Effectiveness of Offer, Offer through Electronic MessageAn offer bees effective when it reaches the offeree.When a contract is concluded by the exchange of electronic messages, if the recipient of an electronic message has designated a specific system to receive it, the time when the electronic message enters int