【正文】 Acceptance Containing Material Change The terms of the acceptance shall be identical to those of the offer. A purported acceptance dispatched by the offeree which materially alters the terms of the offer constitutes a new offer. A change in the subject matter, quantity, quality, price or remuneration, time, place and method of performance, liabilities for breach of contract or method of dispute resolution is a material change to the terms of the offer. Article 31 Acceptance Containing Nonmaterial Changes An acceptance containing nonmaterial changes to the terms of the offer is nevertheless valid and the terms thereof prevail as the terms of the contract, unless the offeror timely objects to such changes or the offer indicated that acceptance may not contain any change to the terms thereof. Article 32 Time of Formation in Case of Memorandum of Contract Where the parties enter into a contract by a memorandum of contract, the contract is formed when it is signed or sealed by the parties. Article 33 Time of Formation in Case of Letters or Electronic Messages。 (ii) The offeror lawfully revokes the offer。 (viii) method of dispute resolution. The parties may enter into a contract by referencing a model contract for the relevant contract category. Article 13 OfferAcceptance A contract is concluded by the exchange of an offer and an acceptance. Article 14 Definition of Offer An offer is a party‘s manifestation of intention to enter into a contract with the other party, which shall ply with the following: (i) Its terms are specific and definite。 (iv) quality。 Contract through Agent In entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts. A party may appoint an agent to enter into a contract on its behalf under the law. Article 10 Forms of Contract。 Compiled by John Jiang amp。 Henry Liu GENERAL PRINCIPLES Chapter One: General Provisions Article 1 Purpose This Law is formulated in order to protect the lawful rights and interests of contract parties, to safeguard social and economic order, and to promote socialist modernization. Article 2 Definition of Contract。 Writing Requirement A 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 Writing A 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 Contract The terms of a contract shall be prescribed by the parties, and generally include the following: (i) names of the parties and the domiciles thereof。 (v) price or remuneration。 (ii) It indicates that upon acceptance by the offeree, the offeror will be bound thereby. Article 15 Invitation to Offer An invitation to offer is a party‘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 Message An 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 into such specific system is deemed its time of arrival。 (iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance。 Confirmation Letter Where the parties enter into a contract by the exchange of letters or electronic messages, one party may require execution of a confirmation letter before the contract is formed. The contract is formed upon execution of the confirmation letter. Article 34 Place of Formation。 (ii) intentionally concealing a material fact relating to the conclusion of the contract or supplying false information。 Improper Impairment or Facilitation The parties may prescribe that effectiveness of a contract be subject to certain conditions. A contract subject to a condition precedent bees effective once such condition is satisfied. A contract subject to a condition subsequent is extinguished once such condition is satisfied. Where in order to further its own interests, a party improperly impaired the satisfaction of a condition, the condition is deemed to have been satisfied。 (iv) The contract harms public interests。 (ii) Upon being aware of the cause for cancellation, it waives the cancellation right by express statement or by conduct. Article 56 Effect of Invalidation or Cancellation。 Supplementary Agreement If a term such as quality, price or remuneration, or place of performance etc. was not prescribed or clearly prescribed, after the contract has taken effect, the parties may supplement it through agreement。 (iii) Where the place of performance was not clearly prescribed, if the obligation is payment of money, performance shall be at the place where the payee is located。 (v) If the method of performance was not clearly prescribed, performance shall be rendered in a manner which is conducive to realizing the purpose of the contract。 (iv) It is in any other circumstance which will or may cause it to lose its ability to perform. Where a party suspends performance without conclusive evidence, it shall be liable for breach of contract. Article 69 Notification upon Suspension of Performance。 Limitation Where the obligor delayed in exercising its creditor‘s right against a third person that was due, thereby harming t