【正文】 5 Conditions Precedent。 (ii) intentionally concealing a material fact relating to the conclusion of the contract or supplying false information。 if the recipient does not have a main place of business, its habitual residence is the place of formation of the contract. If the parties have agreed otherwise, such agreement prevails. Article 35 Place of Formation in Case of Memorandum of Contract Where a contract is concluded by a memorandum of contract, its place of formation is the place where the parties sign or seal the contract. Article 36 Effect of Failure to Conclude Contract in Writing Where a contract is to be concluded by a writing as required by the relevant law or administrative regulation or as agreed by the parties, if the parties failed to conclude the contract in writing but one party has performed its main obligation and the other party has accepted the performance, the contract is formed. Article 37 Effect of Failure to Sign in Case of Memorandum of Contract Where a contract is to be concluded by a memorandum of contract, if prior to signing or sealing of the contract, one party has performed its main obligation and the other party has accepted the performance, the contract is formed. Article 38 Contract under State Mandatory Plan Where the state has, in light of its requirements, issued a mandatory plan or state purchase order, the relevant legal persons and other organizations shall enter into a contract based on the rights and obligations of the parties prescribed by the relevant laws and administrative regulations. Article 39 Standard Terms。 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。 Acceptance by Conduct An acceptance shall be manifested by notification, except where it may be manifested by conduct in accordance with the relevant usage or as indicated in the offer. Article 23 Timely Dispatch of Acceptance An acceptance shall reach the offeror within the period prescribed in the offer. Where the offer does not prescribe a period for acceptance, the acceptance shall reach the offeror as follows: (i) Where the offer is made orally, the acceptance shall be dispatched immediately, unless otherwise agreed by the parties。 (iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance。 (ii) if the offeree has reason to regard the offer as irrevocable, and has undertaken preparation for performance. Article 20 Extinguishment of Offer An offer is extinguished in any of the following circumstances: (i) The notice of rejection reaches the offeror。 (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。 (vii) liabilities for breach of contract。 (v) price or remuneration。 (iii) quantity。 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。 Legal Protection A 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 Contracts Article 9 Capacity。 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。中國(guó)合同法英文版CONTRACT LAW OF P. R. CHINAAdopted and Promulgated by the Second Session of the Ninth National People‘s Congress on March 15, 1999. Translated amp。 Compiled by John Jiang amp。 Exclusions For 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 Parties Contract 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 c