第二章--合同法(中英文)
合同法英文翻译
合同法英文翻译1999年3月15日第九届全国人民代表大会第二次会议通过了《中华人民共和国合同法》，将于1999年10月1日起实施，取代《中华人民共和国经济合同法》、《中华人民共和国涉外经济合同法》和《中华人民共和国技术合同法》。
同时，中国法制出版社出版发行了《中华人民共和国合同法》中英文对照本。
《合同法》英文本的翻译质量总体上来说不是很高，有不少不当和错误之处，以下是对《合同法》《总则》部分第一至十六条的英语译文的分析和研究，指出了其中的不当和错误之处，并给出了参考译文。
部分参考译文借鉴了网上论坛Chinese Contract)的译法，在此表示感谢。
Law Forum (网址:本文引用的国际立法包括联合国国际贸易法委员会第29届会议于1996年6月通过的《联合国贸易法委员会电子商业示范法》(UNCITRAL Model Law on Electronic Commerce，标识为UNCITRAL)，《联合国国际货物销售合同公约》(United Nations Convention on Contracts for the International Sale of Goods，标识为CISG)，《商事合同通则》(UNIDROIT Principles of International CommercialContracts，标识为UNIDROIT)。
, 原文:总则原译:General Provisions拟译:General Principles解释:(选词)“总则”和“一般规定”在英语文本中都译成了general provisions，应当有所区别。
, 原文:第一章一般规定原译:Chapter 1 General Provisions拟译:不变解释:如UNIDROIT: Chapter 1 General Provisions, 原文:第一条为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本法。
合同法中英文对照
合同法中英文对照
Contract Law English-Chinese Comparison。
合同法是一项重要的法律法规，用于规范和保护各种类型的合同关系。
在合同
法的适用过程中，英文和中文之间存在一些差异和特殊规定。
因此，在起草和执行合同时，必须对合同法中英文条款进行对照和理解，以确保合同的合法性和有效性。
在合同范本中，我们将重点对合同法中英文进行对照，以便客户更好地理解和
运用合同法规定。
我们将提供清晰的中英文对照条款，并解释其含义和适用范围。
无论是涉及到合同的签订、履行还是解除，我们都将为客户提供全面的法律指导和建议。
作为合同范本专家，我们将根据客户的具体需求，定制符合实际情况的合同范本，并确保其中的条款符合合同法的规定。
我们将以专业严谨的态度，为客户提供高质量的合同范本，帮助他们在合同签订过程中避免风险和纠纷。
我们将致力于为客户提供最全面、准确的合同法中英文对照服务，帮助他们更
好地理解和运用合同法规定，保障合同的合法性和有效性。
让我们携手合作，共同打造合同范本的专业标杆！。
【最新】合同法中英文对照版-实用word文档 (158页)
【最新】合同法中英文对照版-实用word文档本文部分内容来自网络，本司不为其真实性负责，如有异议或侵权请及时联系，本司将予以删除！== 本文为word格式，下载后可随意编辑修改！ ==合同法中英文对照版合同法中英文对照版，关于中华人民共和国合同法英文，正规的合同法是什么样子?下面小编为你带来中华人民共和国合同法最新版，欢迎阅读参考!合同法中英文对照版General Provisions总则Chapter 1 General Provisions第一章一般规定Article 1 This Law is enacted in order to protect the lawful rights andinterests of the contracting parties, to maintain social and economic order,and to promote the process of socialist modernization.第一条【立法目的】为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本法。
Article 2 A contract in this Law refers to an agreement among naturalpersons, legal persons or other organizations as equal parties for theestablishment, modification of a relationship involving the civil rights andobligations of such entities.Agreements concerning personal relationships such as marriage, adoption,guardianship, etc.。
合同法中英文
合同法中英文Contract Law 合同法。
1. Introduction 简介。
1.1 The contract law is a set of legal rules and regulations governing the formation, performance, and termination of contracts. 合同法是一套规范合同的成立、履行和终止的法律规则和法规。
1.2 It aims to ensure that parties to a contract fulfill their obligations and that their rights are protected. 它旨在确保合同各方履行其义务并保护其权利。
2. Essential Elements of a Contract 合同的基本要素。
2.1 Offer and Acceptance 。
2.1.1 An offer is a proposal made by one party to another, indicating a willingness to enter into acontract. 。
2.1.2 Acceptance is the agreement to the terms of the offer. 。
2.1.3 Both offer and acceptance must be clear and definite. 。
2.2 Consideration 。
2.2.1 Consideration refers to something of value exchanged between the parties, such as money, goods, or services. 。
2.2.2 It is a crucial element to validate the contract. 。
英国合同法全文中英对照
英国合同法全文（中英对照）第一部分：合同的形成第一章：引论第一条：合同的定义1.合同是双方或多方当事人之间的协议，产生法律效力。
2.合同的形成需要有双方当事人之间的互相接受的意愿。
第二条：合同的要素1.合同的要素包括：双方当事人的同意、合同条款、法律认可和履行条件。
2.双方当事人之间要达成共识，才能形成有效的合同。
第三条：合同的目的1.合同的目的是确保交易的公正和合理，并为当事人提供法律保护。
2.合同的目的可以是交付货物、提供服务、转让财产权利等。
第二章：双方当事人的意愿第四条：要约的定义1.要约是一方向另一方提出交易意愿的行为。
2.要约应当明确、具体、确定，并表达出要约人的意图。
第五条：要约的有效性1.要约应当是明确的、不含有歧义的。
2.要约被接受后，即构成合同。
第六条：要约的撤销1.要约在有效期内可以被撤销。
2.撤销要约的通知应当及时传达给对方。
第三章：合同条款第七条：合同条款的确定1.合同条款应当明确、具体、详尽。
2.合同条款可以通过书面或口头形式确定。
第八条：合同条款的解释1.合同条款的解释应当根据条文的明确表述进行。
2.如条文存在歧义，应当根据合同条款的目的和交易的习惯进行解释。
Part One: Formation of ContractChapter One: IntroductionArticle 1: Definition of Contract1. A contract is an agreement between two or more parties that has legal force.2.The formation of a contract requires the mutual acceptance of the parties involved.Article 2: Elements of Contract1.The elements of a contract include the agreement of the parties, terms of the contract, legal recognition, and fulfillment conditions.2.The consent of the parties is necessary to form a valid contract. Article 3: Purpose of Contract1.The purpose of a contract is to ensure fair and equitable transactions and provide legal protection to the parties involved.2.The purpose of a contract can vary and may include the delivery of goods, provision of services, or transfer of property rights.Chapter Two: Intention of the PartiesArticle 4: Definition of Offer1.An offer is an act by one party indicating the willingness to enter intoa transaction with another party.2.An offer should be definite, specific, and clearly express the intention of the offeror.Article 5: Validity of Offer1.An offer should be clear and unambiguous.2.Upon acceptance, an offer constitutes a contract.Article 6: Revocation of Offer1.An offer can be revoked during its validity period.2.Notice of revocation should be promptly communicated to the other party.Chapter Three: Terms of ContractArticle 7: Determination of Contract Terms1.Contract terms should be clear, specific, and comprehensive.2.Contract terms can be established in written or oral form.Article 8: Interpretation of Contract Terms1.Contract terms should be interpreted based on their clear wording.2.In case of ambiguity, contract terms should be interpreted according to the purpose of the contract and the customary practices of the transaction.注：本文为原创内容，仅供参考。
Laws W6 Contract Law2 合同法
Terms of a contract:The terms of the contract are the specific details of the agreement, including each party’s rights and obligations.（Term和representation的区别：a term contains a promise and therefore has promissory effect, whereas a representation does not involve a promise.）Express terms明示条款Express term can be either in writing or oral.If a particular term has not been consciously acknowledged and agreed to bya party, it will still be an express term binding upon that party if:1. the term is in a written contract signed by the party, or- See: L’Estrange v Graucob (1934)2. the term was brought to the attention of the party by reasonable notice before the contract was formed.- See: Thornton v Shoe Lane Parking (1971)Once it is established that a particular statement is an express term, Courts then determine the importance parties may have attached to them. Conditions and Warranties一旦确认是明示术语，法院就会确定当事人对其可能的重视程度1. Conditions – major terms of the contract.A breach will entitle the innocent party to rescind (terminate终止) the contract and sue for damages.See: Poussard v Spiers (1876)2. Warranties – minor terms of the contract.A breach will entitle the parties to sue for damages.See: Bettini v Gye (1876)3. Third Type (Intermediate) – hybrid混合term that is capable of being acondition or a warranty.See: Koompathoo v Sanpine (2007)To determine whether a term is a condition or a warranty, the courts apply the test of essentiality.判断是条件还是保证See: Associated Newspapers v Bancks (1951)例子：Online Contracts: Clickwrap and BrowsewrapImplied terms 暗示条款The court will imply a particular term into a contract if all of the following requirements are satisfied.1. The term is reasonable and fair.2. The term is necessary to make the contract viable.3. The term is so obvious that it ‘goes without saying’.See: Codelfa v State (1982)4. The term can be clearly expressed.5. The term is consistent with the express terms.The Parol Evidence RuleIssue1: Is the verbal promise by Tommy a term of the contract?Law：If the contract is in writing it is very difficult to establish that a verbal representation or promise made during negotiations was intended to become a term of the contract.According to the Parol Evidence Rule:-When the contract is in writing, it is presumed that the writing contains all terms of it-If there is an inconsistency between a written term and a verbal representation/promise, the court will favour the writted termand disregard the verbal representation/promise.-No other evidence may be admitted to vary or add to the terms of the written contract.See: Mercantile Bank of Sydney v TaylorHowever, there are a number of exceptions to the P.E.R:The parol evidence rule applies only if the written contract appears to be a complete record of the agreement.1.If the verbal representation was intended to be part of the contract.-See: Van den Esschert v Chappell (1960); before signing the contract, Van Den Esschert made a false promise to Chappellthat the house was free from any infestation of white ants.The courtdecided that the parol evidence rule did not apply. The writtencontract made no reference at all to white ants, so the completeagreement consisted of the written contract plus the verbalassurance.2.Implied Terms3.Collateral ContractsApplicationIn this case, there is written contract between Tommy and Sophia. By applying the Parol Evidence Rule, what Tommy promised to Sophie was not included in the term of the contract, so the court will favour the written termand disregard the verbal promise, since no other evidence may be admitted to vary or add to the terms of the written contract.Conclusion:•The verbal promise is / is not a term of the contract and Sophia can / cannot sue Tommy for breach of a verbal term. Issue2: Does the verbal promise by Tommy constitute a ‘collateral contract’? LawsAlthough extrinsic evidence is not admissible under the P.E.R. to add to, vary or contradict the terms of a written instrument, such evidence may be admitted to show the existence of a collateral contract.Collateral contract: a representation that forms a small pre-existing contract, which enables the primary main contract to come into existence -Elements required for collateral contract:1. An oral statement – and a main written contract;口头陈述和主要书面合同2. The oral statement was intended as a promise – made to induce entry to the main contract; 口头声明的目的是作为一种承诺，诱使人们加入主合同;3. The collateral contract is not inconsistent with the terms of the main written contract; 附随合同与主书面合同的条款不一致的;4. Entry into the main contract is consideration for enforcing the promise made under the collateral contract. 进入主合同是为了加强在并行合同下作出的承诺。
2020年合同法中英对照参照模板
Contract Law of the People's Republic of China中华人民共和国合同法(Adopted at the Second Session of the Ninth National People's Congress on March 15, 1999 and promulgated by Order No. 15 of the President of the People’s Republic of China on March 15, 1999)《中华人民共和国合同法》已由中华人民共和国第九届全国人民代表大会第二次会议于1999年3月15日通过，现予公布，自1999年10月1日起施行。
ContentsGeneral Provisions总则Chapter I Common Provisions第一章一般规定Chapter II Making of the Contract第二章合同的订立Chapter III Validity of the Contract第三章合同的效力Chapter IV Fulfillment of the Contract第四章合同的履行Chapter V Modification and Transfer of the Contract第五章合同的变更和转让Chapter VI Termination of Rights and Obligations under the Contract第六章合同的权利义务终止Chapter VII Liability for Breach of Contract第七章违约责任Chapter VIII Miscellaneous Provisions Specific Provisions第八章其他规定Chapter IX Purchase and Sale Contracts第九章买卖合同Chapter X Contracts for the Supply and Consumption of Electricity, Water, Gas or Heat第十章供用电、水、气、热力合同Chapter XI Donation Contracts第十一章赠与合同Chapter XII Loan Contracts第十二章借款合同Chapter XIII Lease Contracts第十三章租赁合同Chapter XIV Contracts for Financial Lease第十四章融资租赁合同Chapter XV Work Contracts第十五章承揽合同Chapter XVI Construction Project Contracts第十六章建设工程合同Chapter XVII Carriage Contracts第十七章运输合同Chapter XVIII Technology Contracts第十八章技术合同Chapter XIX Contracts of Deposit第十九章保管合同Chapter XX Warehousing Contracts第二十章仓储合同Chapter XXI Entrustment Contracts第二十一章委托合同Chapter XXII Brokerage Contracts第二十二章行纪合同Chapter XXIII Intermediation Contracts第二十三章居间合同Supplementary Provisions附则General Provisions总则Chapter I Common Provisions第一章一般规定Article 1 This Law is enacted for the purpose of protecting the legitimate rights and interests of the parties to contracts, maintaining the socio-economic order and promoting the socialist modernization.第一条为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本法。
2020年合同法(英文版)参照模板
合同法(英文版)2007-11-25合同法（英文版）中华人民共和国合同法（英文版）【标题】 CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA【时效性】有效【颁布时间】1999.03.15【实施时间】1999.10.01【发布部门】National People’s Congress CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINACONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA(Adopted and Promulgated by the Second Session of the Ninth National People'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 CONTRACTS CHAPTER 7 LIABILITY FOR BREACH OF CONTRACTSCHAPTER 8 MISCELLANEOUS PROVISIONSSPECIFIC PROVISIONSCHAPTER 9 CONTRACTS FOR SALESCHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WATER, GAS ORHEATINGCHAPTER 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 MULTI-MODAL 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 ProvisionsArticle 1 PurposeThis Law is formulated in order to protect the lawful rights and inte rests of contract parties, to safeguard social and economic order, an d 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, fo r the purpose of establishing, altering, or discharging a relationshi p of civil rights and obligations.An agreement concerning any personal relationship such as marriage, a doption, guardianship, etc. shall be governed by other applicable law s.Article 3 Equal Standing of PartiesContract parties enjoy equal legal standing and neither party may imp ose its will on the other party.Article 4 Right to Enter into Contract VoluntarilyA party is entitled to enter into a contract voluntarily under the la w, and no entity or individual may unlawfully interfere with such rig ht.Article 5 FairnessThe parties shall abide by the principle of fairness in prescribing t heir 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 th e relevant laws and administrative regulations, as well as observe so cial ethics, and may not disrupt social and economic order or harm th e public interests.Article 8 Binding Effect; Legal ProtectionA lawfully formed contract is legally binding on the parties. The par ties shall perform their respective obligations in accordance with th e 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 c apacities for civil rights and civil acts.A party may appoint an agent to enter into a contract on its behalf u nder 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 re gulation so requires. A contract shall be in writing if the parties h ave so agreed.Article 11 Definition of WritingA writing means a memorandum of contract, letter or electronic messag e (including telegram, telex, facsimile, electronic data exchange and electronic mail), etc. which is capable of expressing its contents i n a tangible form.Article 12 Terms of ContractThe terms of a contract shall be prescribed by the parties, and gener ally 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 Offer-AcceptanceA contract is concluded by the exchange of an offer and an acceptanc e.Article 14 Definition of OfferAn offer is a party's manifestation of intention to enter into a cont ract with the other party, which shall comply with the following: (i) Its terms are specific and definite;(ii) It indicates that upon acceptance by the offeree, the offeror wi ll be boundthereby.Article 15 Invitation to OfferAn invitation to offer is a party's manifestation of intention to inv ite the other party to make an offer thereto. A delivered price list, announcement of auction, call for tender, prospectus, or commercial advertisement, etc. is an invitation to offer.A commercial advertisement is deemed an offer if its contents meet th e requirements of an offer.Article 16 Effectiveness of Offer, Offer through Electronic Message An offer becomes 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 s ystem to receive it, the time when the electronic message enters into such specific system is deemed its time of arrival; if no specific s ystem has been designated, the time when the electronic message first enters into any of the recipient's systems is deemed its time of arr ival.Article 17 Withdrawal of OfferAn offer may be withdrawn. The notice of withdrawal shall reach the o fferee before or at the same time as the offer.Article 18 Revocation of OfferAn offer may be revoked. The notice of revocation shall reach the off eree before it has dispatched a notice of acceptance.Article 19 Irrevocable OfferAn offer may not be revoked:(i) if it expressly indicates, whether by stating a fixed time for ac ceptance or otherwise, that it is irrevocable;(ii) if the offeree has reason to regard the offer as irrevocable, an d has undertaken preparation for performance.Article 20 Extinguishment of OfferAn offer is extinguished in any of the following circumstances:(i) The notice of rejection reaches the offeror;(ii) The offeror lawfully revokes the offer;(iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance;(iv) The offeree makes a material change to the terms of the offer.Article 21 Definition of AcceptanceAn acceptance is the offeree's manifestation of intention to assent t o an offer.Article 22 Mode of Acceptance; Acceptance by ConductAn acceptance shall be manifested by notification, except where it ma y be manifested by conduct in accordance with the relevant usage or a s indicated in the offer.Article 23 Timely Dispatch of AcceptanceAn acceptance shall reach the offeror within the period prescribed in the offer.Where the offer does not prescribe a period for acceptance, the accep tance shall reach the offeror as follows:(i) Where the offer is made orally, the acceptance shall be dispatche d immediately, unless otherwise agreed by the parties;(ii) Where the offer is made in a non-oral manner, the acceptance sha ll reach the offeror within a reasonable time.Article 24 Commencement of the Period for AcceptanceWhere an offer is made by a letter or a telegram, the period for acce ptance commences on the date shown on the letter or the date on which the telegram is handed in for dispatch. If the letter does not speci fy a date, the period commences on the posting date stamped on the en velop. Where the offer is made through an instantaneous communication device such as telephone or facsimile,etc., the period for acceptance commences once the offer reaches the offeree.Article 25 Contract Formed upon Effectiveness of AcceptanceA contract is formed once the acceptance becomes effective.Article 26 Effectiveness of AcceptanceA notice of acceptance becomes effective once it reaches the offeror. Where the acceptance does not require notification, it becomes effec tive once an act of acceptance is performed in accordance with the re levant usage or as required by the offer.Where a contract is concluded by the exchange of electronic messages, the time of arrival of the acceptance shall be governed by Paragraph 2 of Article 16 hereof.Article 27 Withdrawal of AcceptanceAn acceptance may be withdrawn. The notice of withdrawal shall reach the offeror before or at the same time as the acceptance.Article 28 Late AcceptanceAn acceptance dispatched by the offeree after expiration of the perio d for acceptance constitutes a new offer, unless the offeror timely a dvises the offeree that the acceptance is valid.Article 29 Delayed Transmission of AcceptanceIf the offeree dispatched its acceptance within the period for accept ance, and the acceptance, which would otherwise have reached the offe ror in due time under normal circumstances, reaches the offeror after expiration of the period for acceptance due to any other reason, the acceptance is valid, unless the offeror timely advises the offeree t hat the acceptance has been rejected on grounds of the delay.Article 30 Acceptance Containing Material ChangeThe terms of the acceptance shall be identical to those of the offer.A purported acceptance dispatched by the offeree which materially al ters 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 of fer.Article 31 Acceptance Containing Non-material ChangesAn acceptance containing nonmaterial changes to the terms of the offe r is nevertheless valid and the terms thereof prevail as the terms of the contract, unless the offeror timely objects to such changes or t he offer indicated that acceptance may not contain any change to the terms thereof.Article 32 Time of Formation in Case of Memorandum of ContractWhere 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 Message s;Confirmation LetterWhere the parties enter into a contract by the exchange of letters or electronic messages, one party may require execution of a confirmati on letter before the contract is formed. The contract is formed upon execution of the confirmation letter.Article 34 Place of Formation; Electronic MessagesThe place where the acceptance becomes effective is the place of form ation of a contract.Where a contract is concluded by the exchange of electronic messages, the recipient's main place of business is the place of formation of the contract; 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 contrac t.Article 36 Effect of Failure to Conclude Contract in WritingWhere 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 pa rty has performed its main obligation and the other party has accepte d the performance, the contract is formed.Article 37 Effect of Failure to Sign in Case of Memorandum of Contrac tWhere a contract is to be concluded by a memorandum of contract, if p rior to signing or sealing of the contract, one party has performed i ts main obligation and the other party has accepted the performance, the contract is formed.Article 38 Contract under State Mandatory PlanWhere the state has, in light of its requirements, issued a mandatory plan or state purchase order, the relevant legal persons and other o rganizations shall enter into a contract based on the rights and obli gations of the parties prescribed by the relevant laws and administra tive regulations.Article 39 Standard Terms; Duty to Call AttentionWhere a contract is concluded by way of standard terms, the party sup plying the standard terms shall abide by the principle of fairness in prescribing the rights and obligations of the parties and shall, in a reasonable manner, call the other party's attention to the provisio n(s) whereby such party's liabilities are excluded or limited, and sh all explain such provision(s) upon request by the other party. Standard terms are contract provisions which were prepared in advance by a party for repeated use, and which are not negotiated with the o ther party in the course of concluding the contract.Article 40 Invalidity of Certain Standard TermsA standard term is invalid if it falls into any of the circumstances set forth in Article 52 and Article 53 hereof, or if it excludes the liabilities of the party supplying such term, increases the liabiliti es of the other party, or deprives the other party of any of its mate rial rights.Article 41 Dispute Concerning Construction of Standard TermIn case of any dispute concerning the construction of a standard term, such term shall be interpreted in accordance with common sense. If t he standard term is subject to two or more interpretations, it shall be interpreted against the party supplying it. If a discrepancy exist s between the standard term and a non-standard term, the non-standard term prevails.Article 42 Pre-contract LiabilitiesWhere in the course of concluding a contract, a party engaged in any of the following conducts, thereby causing loss to the other party, i t shall be liable for damages:(i) negotiating in bad faith under the pretext of concluding a contra ct;(ii) intentionally concealing a material fact relating to the conclus ion of thecontract or supplying false information;(iii) any other conduct which violates the principle of good faith.Article 43 Trade Secrets; Liability for Disclosure or Improper UseA party may not disclose or improperly use any trade secret which it became aware of in the course of negotiating a contract, regardless o f whether a contract is formed. If the party disclosed or improperly used such trade secret, thereby causing loss to the other party, it s hall be liable for damages.Chapter Three Validity of ContractsArticle 44 Effectiveness of ContractA lawfully formed contract becomes effective upon its formation. Where effectiveness of a contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or admi nistrative regulation, such provision applies.Article 45 Conditions Precedent; Conditions Subsequent; Improper Impa irment orFacilitationThe parties may prescribe that effectiveness of a contract be subjectto certain conditions. A contract subject to a condition precedent b ecomes effective once such condition is satisfied. A contract subject to a condition subsequent is extinguished once such condition is sat isfied.Where in order to further its own interests, a party improperly impai red the satisfaction of a condition, the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a condition, the condition is deemed not to have been satisfied.Article 46 Contract TermThe parties may prescribe a term for a contract. A contract subject t o a time of commencement becomes effective at such time. A contract s ubject to a time of expiration is extinguished at such time.Article 47 Contract by Person with Limited CapacityA contract concluded by a person with limited capacity for civil act is valid upon ratification by the legal agent thereof, provided that a contract from which such person accrues benefits only or the conclu sion of which is appropriate for his age, intelligence or mental heal th does not require ratification by his legal agent.The other party may demand that the legal agent ratify the contract w ithin one month. If the legal agent fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratifi cation of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 48 Contract by Unauthorized AgentAbsent ratification by the principal, a contract concluded on his beh alf by a person who lacked agency authority, who acted beyond his age ncy authority or whose agency authority was extinguished is not bindi ng upon the principal unless ratified by him, and the person performi ng such act is liable.The other party may demand that the principal ratify the contract wit hin one month. Where the principal fails to manifest his intention, h e is deemed to have declined to ratify the contract. Prior to ratific ation of the contract, the other party in good faith is entitled to c ancel the contract. Cancellation shall be effected by notification.Article 49 Contract by Person with Apparent Agency AuthorityWhere the person lacking agency authority, acting beyond his agency a uthority, or whose agency authority was extinguished concluded a cont ract in the name of the principal, if it was reasonable for the other party to believe that the person performing the act had agency autho rity, such act of agency is valid.Article 50 Contract Executed by Legal RepresentativeWhere the legal representative or the person-in-charge of a legal per son or an organization of any other nature entered into a contract ac ting beyond his scope of authority, unless the other party knew or sh ould have known that he was acting beyond his scope of authority, suc h act of representation is valid.Article 51 Unauthorized Disposal of Property through ContractWhere a piece of property belonging to another person was disposed of by a person without the power to do so, such contract is nevertheles s valid once the person with the power to its disposal has ratified t he contract, or if the person lacking the power to dispose of it when the contract was concluded has subsequently acquired such power.Article 52 Invalidating CircumstancesA contract is invalid in any of the following circumstances:(i) One party induced conclusion of the contract through fraud or dur ess, thereby harming the interests of the state;(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any third party;(iii) The parties intended to conceal an illegal purpose under the gu ise of a legitimate transaction;(iv) The contract harms public interests;(v) The contract violates a mandatory provision of any law or adminis trative regulation.Article 53 Invalidity of Certain Exculpatory ProvisionsThe following exculpatory provisions in a contract are invalid(i) excluding one party's liability for personal injury caused to the other party;(ii) excluding one party's liability for property loss caused to the other party by its intentional misconduct or gross negligence.Article 54 Contract Subject to Amendment or CancellationEither of the parties may petition the People's Court or an arbitrati on institution for amendment or cancellation of a contract if:(i) the contract was concluded due to a material mistake;(ii) the contract was grossly unconscionable at the time of its concl usion.If a party induced the other party to enter into a contract against i ts true intention by fraud or duress, or by taking advantage of the o ther party's hardship, the aggrieved party is entitled to petition th e People's Court or an arbitration institution for amendment or cance llation of the contract.Where a party petitions for amendment of the contract, the People's C ourt or arbitration institution may not cancel the contract instead.Article 55 Extinguishment of Cancellation RightA party's cancellation right is extinguished in any of the following circumstances:(i) It fails to exercise the cancellation right within one year, comm encing on the date when the party knew or should have known the cause for the cancellation;(ii) Upon becoming aware of the cause for cancellation, it waives the cancellation right by express statement or by conduct.Article 56 Effect of Invalidation or Cancellation; Partial Invalidati on orCancellationAn invalid or canceled contract is not legally binding ab initio. Whe re a contract is partially invalid, and the validity of the remaining provisions thereof is not affected as a result, the remaining provis ions are nevertheless valid.Article 57 Independence of Dispute Resolution ProvisionThe invalidation, cancellation or discharge of a contract does not impair the validity of the contract provision concerning the method of dispute resolution, which exists independently in the contract.Article 58 Remedies in Case of Invalidation or CancellationAfter a contract was invalidated or canceled, the parties shall make restitution of any property acquired thereunder; where restitution in kind is not possible or necessary, allowance shall be made in money based on the value of the property. The party at fault shall indemnif y the other party for its loss sustained as a result. Where both part ies were at fault, the parties shall bear their respective liabilitie s accordingly.Article 59 Remedies in Case of Collusion in Bad FaithWhere the parties colluded in bad faith, thereby harming the interest s of the state, the collective or a third person, any property acquir ed as a result shall be turned over to the state or be returned to th e collective or the third person.Chapter Four Performance of ContractsArticle 60 Full Performance; Performance in Good FaithThe parties shall fully perform their respective obligations in accor dance with the contract.The parties shall abide by the principle of good faith, and perform o bligations such as notification, assistance, and confidentiality, etc. in light of the nature and purpose of the contract and in accordance with the relevant usage.Article 61 Indeterminate Terms; Supplementary AgreementIf a term such as quality, price or remuneration, or place of perform ance etc. was not prescribed or clearly prescribed, after the contrac t has taken effect, the parties may supplement it through agreement; if the parties fail to reach a supplementary agreement, such term sha ll be determined in accordance with the relevant provisions of the co ntract or in accordance with the relevant usage.Article 62 Gap FillingWhere a relevant term of the contract was not clearly prescribed, and cannot be determined in accordance with Article 61 hereof, one of the following provisions applies:(i) If quality requirement was not clearly prescribed, performance sh all be in accordance with the state standard or industry standard; ab sent any state or industry standard, performance shall be in accordan ce with the customary standard or any particular standard consistent with the purpose of the contract;(ii) If price or remuneration was not clearly prescribed, performance shall be in accordance with the prevailing market price at the place of performance at the time the contract was concluded, and if adopti on of a price mandated by the government or based on government issue d pricing guidelines is required by law, such requirement applies; (iii) Where the place of performance was not clearly prescribed, if t he obligation is payment of money, performance shall be at the place where the payee is located; if the obligation is delivery of immovabl e property, performance shall be at the place where the immovable pro perty is located; for any other subject matter, performance shall be at the place where the obligor is located;(iv) If the time of performance was not clearly prescribed, the oblig or may perform, and the obligee may require performance, at any time, provided that the other party shall be given the time required for p reparation;(v) If the method of performance was not clearly prescribed, performa nce shall be rendered in a manner which is conducive to realizing the purpose of the contract;(vi) If the party responsible for the expenses of performance was not clearly prescribed, the obligor shall bear the expenses.Article 63 Performance at Government Mandated PriceWhere a contract is to be implemented at a price mandated by the gove rnment or based on government issued pricing guidelines, if the gover nment adjusts the price during the prescribed period of delivery, the contract price shall be the price at the time of delivery. Where a p arty delays in delivering the subject matter, the original price appl ies if the price has increased, and the new price applies if the pric e has decreased. Where a party delays in taking delivery or making payment, the new price applies if the price has increased, and the orig inal price applies if the price has decreased.Article 64 Performance toward a Third PersonWhere the parties prescribed that the obligor render performance to a third person, if the obligor fails to render its performance to the third person, or rendered non-conforming performance, it shall be lia ble to the obligee for breach of contract.Article 65 Performance by a Third PersonWhere the parties prescribed that a third person render performance t o the obligee, if the third person fails to perform or rendered non-c onforming performance, the obligor shall be liable to the obligee for breach of contract.Article 66 Simultaneous PerformanceWhere the parties owe performance toward each other and there is no o rder of performance, the parties shall perform simultaneously. Prior to performance by the other party, one party is entitled to reject it s requirement for performance. If the other party rendered non-confor ming performance, one party is entitled to reject its corresponding r equirement for performance.Article 67 Consecutive PerformanceWhere the parties owe performance toward each other and there is an o rder of performance, prior to performance by the party required to pe rform first, the party who is to perform subsequently is entitled to reject its requirement for performance. If the party required to perf orm first rendered non-conforming performance, the party who is to pe rform subsequently is entitled to reject its corresponding requiremen t for performance.Article 68 Right to Suspend PerformanceThe party required to perform first may suspend its performance if it has conclusive evidence establishing that the other party is in any of the following circumstances:(i) Its business has seriously deteriorated;(ii) It has engaged in transfer of assets or withdrawal of funds for。
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Article 14 An offer is a proposal hoping to enter into a contract with other parties. The proposal shall comply with the following stipulations: (1) Its contents shall be detailed and definite;
(2) the offeree has reasons to rely on the offer as being irrevocable and has made preparation for performing the contract.
（４）要约的撤回与撤销的区别：撤回的要约不发 生法律效力，要约人无须承担任何责任；撤销要约 使受要约人遭受损失的，要约人承担赔偿责任。 （５）要约的有效期限：要约自到达受要约人时生 效，承诺期限届满，承诺人未做承诺的，要约失效。 商品房买卖中的楼书、广告是否构成要约，不实是 否构成欺诈？商店中对商品标明价格是否构成要约？ 公交车投币箱是否是要约？悬赏广告是否构成要约？
第二节 Formation of contract 合同的成立
二、订立合同的程序 （一）Offer要约 An offer is a statement by one party of a willingness to enter into a contract on stated terms, provided that the offeror is bound to these terms in case of acceptance.
（二）承诺
１、承诺的概念和构成条件
合同法第二十一条“承诺是受要约人同意要
约的意思表示”。 An acceptance is a statement made by the offeree indicating assent to an offer.
（1）承诺必须是受要约人向要约人作出； （2）承诺必须在要约规定的有效期限内作出；
(2) It indicates the proposal of the offeror to be bound in case of acceptance.
要约与要约邀请（invitation for offer）
要约邀请是希望他人向自己发出要约的意思
表示。寄送的价目表、拍卖公告auction announcement 、招标公告bidding announcement 、招股说明书prospectus、 商业广告commercials等为要约邀请。但是， 如果商业广告的内容符合要约规定的，视为 要约。
2. 承诺的内容与要约相一致。 合同法第三十条“受要约人对要约的内容作出实质性 变更的，为新要约。有关合同标的、数量、质量、价 款或者报酬、履行期限、履行地点和方式、违约责任 和解决争议方法等变更，是对要约内容的实质性变 更。” The contents of an acceptance shall comply with those of the offer. If the offeree substantially modifies the contents of the offer, it shall constitute a new offer. The modification relating to the contract object, quality, quantity, price or remuneration, time or place or method of performance, liabilities for breach of contract and the settlement of disputes, etc., shall constitute the substantial modification of an offer.
合同法第二十八条“受要约人超过要约期限发出承诺的，除要约人及时 通知受要约人该承诺有效的以外，为新要约。” Where an offeree makes an acceptance beyond the time limit for acceptance, the acceptance shall be a new offer except that the offeror informs the offeree of the effectiveness of the said acceptance promptly.
Requirements for a effective contract
1. An agreement shall be reached by offer and acceptance between the parties. 2. The parties shall have appropriate capacities to contract. 3. a contract shall have consideration and legal cause. 4.The object and content shall be legal. 5.A contract shall comply with the requirement of legal form. 6. In signing contracts, the parties shall truly express their intention.
合同法十九条“有下列情形之一的，要约不得撤销 （１）要约人确定了承诺期限或者以其他形式明示该要约是 不可撤销的； （２）受要约人有理由认为要约是不可撤销的，并已经为履 行合同作了准备工作。” An offer may not be revoked, if
(1) the offeror indicates a fixed time for acceptance or otherwise explicitly states that the offer is irrevocable; or
Law
of Sino-Foreign Joint Ventures 中外合资经营企业法 Law of Chinese-Foreign Cooperative Enterprises 中外合作经营企业法 Regulations on Administration of Technology Acquisition Contract 技术引进合同管理条例
Importance of contract law
Contract
law is a very important branch of the law for all of us begral part of everyday life. 合同，这个原本陌生的经济行为正以日趋热 烈的姿态走进寻常巷陌、普通家庭，与个人 行为发生密切关系。
样的话：“我公司有权以公告、通知等形式 告知客户后单方修改本协议内容。”这种单 方无限扩大的解释权，已经是一种霸王条款。
Contract law in different countries
capitalist
countries continental law system: codes common law system: cases China: General Provisions of the Civil Law （民法通则）, Economic Contract Law（经 济合同法）, Foreign Economic Contract Law（涉外经济合同法） (new) Contract Law 1999
(1) If the offer is made in dialogues, the acceptance shall be made immediately except as otherwise agreed upon by the parties; (2) If the offer is made in forms other than a dialogue, the acceptance shall arrive within a reasonable period of time.
Contract relations round us
在商店、商场、超市花10块钱买条毛巾或者
其它商品，就与店家形成口头的买卖合同关 系，因数额较小且双方货、款能够及时清结， 没必要签订书面的买卖合同关系。 劳动合同
个人之间的借钱合同也有很多无效情况，比
如借条上写到的还款利息如果超过银行利息 的4倍就不合法了，合同也就无效。 一位顾客在一家商店内以135元价格买了一台 收录机，回去使用时发现不能使用，该顾客 要求退货，但店主以店中告示“当场看好货， 出门概不负责”为由拒绝处理。后工商所对 该店进行了处罚并责令其为顾客退货。
第一节、合同法概述 一、合同与合同法的概念 （一）合同的概念 我国现行《合同法》第二条规定，合同是平等主 体的自然人、法人、其他组织之间设立、变更、 终止民事权利义务关系的协议。 A contract means an agreement on the establishment, alteration or termination of a civil right-obligation relationship between natural persons, legal person or other organization as subjects with equal status. 合同法简言之，就是规范合同的法律。合同法是 调整平等主体之间合同关系的法律规范的总和。 Contract Laws are the legal norms of adjusting contractual relationship between equal parties.