China Labor Contract Law English versionContract Law of the People’s Republic of China Order 1999 No15 of the President of the People’s Republic of China Contract Law of the People’s Republic of China

rinciple of good faith in performing their contractual obligations. Article 7 The parties shall bear civil liability for violating the provisions of the contract or failing to perform their obligations under the contract. Article 8 Contracts shall be binding upon the parties, and the parties shall perform their obligations in accordance with the contract. Article 9 Contracts shall be concluded in accordance with the principles of voluntariness, equality, fairness, and good faith. Article 10 Contracts shall be in written form, unless otherwise provided by law or agreed upon by the parties. Article 11 Contracts shall be interpreted in accordance with the principle of the actual intention of the parties, and the parties' actual conduct shall be taken into consideration. Article 12 Where the law provides for mandatory provisions or prohibitions, the parties may not exclude or waive them by agreement. Article 13 Where the law provides for discretionary provisions, the parties may agree upon the content of such provisions. Chapter 2 Formation of Contracts Section 1 Offer and Acceptance Article 14 An offer is a proposal made by one party to the other party expressing the intention to enter into a contract. Article 15 An offer shall contain the essential terms of the contract, including the subject matter, quantity, quality, price, delivery time, method of payment, and other terms that are essential to the contract. Article 16 An offer may be made in writing, orally, or by conduct. Article 17 An offer is effective when it reaches the offeree. Article 18 An acceptance is a manifestation of the offeree's intention to accept the offer. Article 19 An acceptance shall be in conformity with the terms of the offer. Article 20 An acceptance may be made in writing, orally, or by conduct. Article 21 An acceptance is effective when it is received by the offeror. Section 2 Revocation and Withdrawal of Offer or Acceptance Article 22 An offer may be revoked before it is accepted, unless the offer provides otherwise or the offeree has already relied on the offer. Article 23 An acceptance may be withdrawn before it is received by the offeror, unless the offer provides otherwise or the offeror has already relied on the acceptance. Section 3 Form and Effectiveness of Contracts Article 24 Contracts shall be concluded in written form, except for those that may be concluded in oral form or by conduct in accordance with the law or the agreement of the parties. Article 25 A contract shall become effective upon the occurrence of the following: (1) the offeror receives the acceptance; (2) the parties have agreed upon the essential terms of the contract; and (3) any other conditions required by law or agreed upon by the parties have been fulfilled. Article 26 Any amendment or supplementation to a contract shall be made in writing and shall become effective upon the occurrence of the following: (1) the offeror receives the acceptance of the amendment or supplementation; (2) the parties have agreed upon the essential terms of the amendment or supplementation; and (3) any other conditions required by law or agreed upon by the parties have been fulfilled. Article 27 A contract shall be binding upon the parties, and the parties shall perform their obligations in accordance with the contract. Chapter 3 Performance of Contracts Section 1 Performance of Contracts Article 28 The parties shall perform their contractual obligations in accordance with the terms of the contract. Article 29 Where the parties have not agreed upon the time for performance, the obligor may perform at any time, and the obligee may demand performance at any time. Article 30 Where the parties have agreed upon the time for performance, the obligor shall perform within the time limit, and the obligee may demand performance within the time limit. Article 31 Where the obligor fails to perform its obligations or its performance does not conform to the terms of the contract, the obligee may demand performance, request remedial measures, or terminate the contract. Article 32 Where the obligee fails to perform its obligations or its performance does not conform to the terms of the contract, the obligor may request performance, request remedial measures, or terminate the contract. Article 33 Where the obligor or the obligee fails to perform its obligations or its performance does not conform to the terms of the contract, causing damage to the other party, it shall be liable for compensation for the damage. Section 2 Modification and Assignment of Contracts Article 34 The parties may modify the terms of the contract by agreement. Article 35 Where one party assigns its rights and obligations under the contract to a third party, it shall obtain the consent of the other party, except where otherwise provided by law or agreed upon by the parties. Article 36 Where one party assigns its rights under the contract to a third party, it shall notify the other party; where one party assigns its obligations under the contract to a third party, it shall obtain the consent of the other party. Section 3 Termination of Contracts Article 37 Contracts shall be terminated upon the occurrence of the following: (1) expiration of the term of the contract; (2) fulfillment of the purpose of the contract; (3) mutual agreement of the parties; (4) termination by one party in accordance with the provisions of the contract or the law; (5) termination by one party due to the other party's breach of contract; (6) termination due to force majeure; and (7) termination by the people's court or arbitration tribunal in accordance with the law. Article 38 Where one party terminates the contract due to the other party's breach of contract, it shall notify the other party in writing and may request compensation for damages. Article 39 Where one party terminates the contract due to force majeure, it shall notify the other party in a timely manner and shall not be liable for breach of contract. Article 40 Where the parties terminate the contract by mutual agreement, they shall agree upon the matters concerning the termination of the contract. Article 41 Where the parties terminate the contract due to the expiration of the term of the contract, they may renew the contract by agreement. Chapter 4 Liability for Breach of Contract Article 42 Where one party fails to perform its obligations or its performance does not conform to the terms of the contract, causing damage to the other party, it shall be liable for breach of contract. Article 43 Where one party breaches the contract, the other party may request performance, request remedial measures, or terminate the contract, and may also request compensation for damages. Article 44 Where one party requests compensation for damages, unless otherwise provided by law or agreed upon by the parties, the amount of compensation shall be equal to the losses suffered by the other party as a result of the breach of contract, including the actual losses and the foreseeable losses. Article 45 Where one party breaches the contract, causing the other party to suffer losses, the breaching party shall bear the liability for breach of contract, including compensation for the actual losses suffered by the other party and the reasonable expenses incurred by the other party in mitigating the losses. Article 46 Where one party breaches the contract, causing the other party to suffer losses, the other party shall take reasonable measures to mitigate the losses. Article 47 Where one party breaches the contract, causing the other party to suffer losses, the other party shall provide evidence of the losses suffered. Article 48 Where one party breaches the contract, causing the other party to suffer losses, and the amount of compensation cannot be determined, the people's court or arbitration tribunal may determine the amount of compensation based on the circumstances of the case. Article 49 Where one party breaches the contract, causing the other party to suffer losses, and the losses exceed the amount of compensation that the breaching party can afford, the breaching party shall bear the liability for breach of contract to the extent that it can afford. Chapter 5 Supplementary Provisions Article 50 This Law shall apply to contracts entered into within the territory of the People's Republic of China. Article 51 This Law shall not apply to contracts entered into by the State organs, public institutions, and organizations in accordance with the law. Article 52 This Law shall not apply to contracts concerning the transfer of land-use rights, except where otherwise provided by law. Article 53 This Law shall not apply to contracts concerning securities, except where otherwise provided by law. Article 54 This Law shall not apply to contracts concerning marine transportation, except where otherwise provided by law. Article 55 This Law shall not apply to contracts concerning international trade, except where otherwise provided by law or agreed upon by the parties. Article 56 This Law shall apply to contracts entered into before the effective date of this Law, unless otherwise provided by law or agreed upon by the parties. Article 57 This Law shall come into force on October 1, 1999