Introduction:
The Civil Code of the People’s Republic of China, enacted in 2020, marks a significant milestone in the legal landscape of China. As the latest comprehensive legal document, it consolidates and codifies a wide range of civil laws that govern personal and property relations. This monumental legal codification reflects the evolving societal norms, economic developments, and the need for modernized governance within the nation. It not only embodies the legislative progress China has made but also lays a foundational stone for future legal interpretations and applications. By integrating and refining existing laws, the 2020 Edition of the Civil Code aims to provide clearer guidance on civil matters to both legal practitioners and the public at large, ensuring that the law keeps pace with the rapid changes in Chinese society. Below is the most recent Civil Code of the People’s Republic of China [2020 Edition].
Table of contents
Xinhua News Agency, Beijing, June 1
Civil Code of the People’s Republic of China
(adopted at the third session of the 13th National People’s Congress on May 28, 2020)
Part One General Principles
Chapter 1 Basic Provisions
Chapter 2 Natural Persons
Section 1 Capacity for Civil Rights and Capacity for Civil Conduct
Section 2 Guardianship
Section 3 Declaration of Missing and Declaration of Death
Section 4 Individual Industrial and Commercial Households and Rural Contracted Households
Chapter 3 Legal Person
Section 1 General Provisions
Section 2 For-profit Legal Person
Section 3 Non-Profit Legal Person
Section 4 Special Legal Person
Chapter 4 Unincorporated Organizations
Chapter 5 Civil Rights
Chapter 6 Civil Legal Actions
Section 1 General Provisions
Section 2 Meaning
Section 3 Effectiveness of Civil Legal Acts
Section 4 Conditions and deadlines for civil legal acts
Chapter 7 Agency
Section 1 General Provisions
Section 2 Agency
Section 3 Agency Termination
Chapter 8 Civil Liability
Chapter 9 Limitation of Action
Chapter 10 Period Calculation
Part Two Property Rights
Part I General Principles
Chapter 1 General Provisions
Chapter 2 Establishment, Change, Transfer and Extinction of Property Rights
Section 1 Real Estate Registration
Section 2 Delivery of Chattels
Section 3 Other Provisions
Chapter 3 Protection of Property Rights
Subtitle II Ownership
Chapter 4 General Provisions
Chapter 5 State Ownership, Collective Ownership, and Private Ownership
Chapter 6 Owner’s Differentiated Ownership of Buildings
Chapter 7 Adjacent Relationship
Chapter 8 shared
Chapter 9 Special Provisions on Acquisition of Ownership
Subpart III usufruct rights
Chapter 10 General Provisions
Chapter 11 Land Contract Management Rights
Chapter 12 Construction Land Use Rights
Chapter 13 Homestead Use Rights
Chapter 14 Right of Residence
Chapter 15 Easements
Part IV Security Interests
Chapter 16 General Provisions
Chapter 17 Mortgage Rights
Section 1 General Mortgage Rights
Section 2 Maximum Mortgage Rights
Chapter 18 Pledge
Section 1 Chattel Pledge
Section 2 Pledge of Rights
Chapter 19 Lien
Title V Possession
Chapter 20 Possession
Part Three Contract
Part I General Principles
Chapter 1 General Provisions
Chapter 2 Conclusion of Contract
Chapter 3 Validity of Contract
Chapter 4 Performance of Contract
Chapter 5 Preservation of Contract
Chapter 6 Changes and Transfers of Contracts
Chapter 7 Termination of Contract Rights and Obligations
Chapter 8 Liability for breach of contract
Part II Typical Contracts
Chapter 9 Sales Contract
Chapter 10 Contracts for Supply and Use of Electricity, Water, Gas and Heat
Chapter 11 Donation Contract
Chapter 12 Loan Contract
Chapter 13 Guarantee Contract
Section 1 General Provisions
Section 2 Guarantee Liability
Chapter 14 Lease Contract
Chapter 15 Financial Lease Contract
Chapter 16 Factoring Contract
Chapter 17 Contract
Chapter 18 Construction Project Contract
Chapter 19 Transport Contract
Section 1 General Provisions
Section 2 Passenger Transport Contract
Section 3 Freight Contract
Section 4 Multimodal Transport Contract
Chapter 20 Technology Contract
Section 1 General Provisions
Section 2 Technology Development Contract
Section 3 Technology Transfer Contract and Technology Licensing Contract
Section 4 Technical Consulting Contract and Technical Service Contract
Chapter 21 Custody Contract
Chapter 22 Warehousing Contract
Chapter 23 Entrustment Contract
Chapter 24 Property Service Contract
Chapter 25 Brokerage Contract
Chapter 26 Intermediary Contract
Chapter 27 Partnership Contract
Part III Quasi-contract
Chapter 28 No-Cause Management
Chapter 29 Unjust Enrichment
Part Four Personal Rights
Chapter 1 General Provisions
Chapter 2 Right to life, body and health
Chapter 3 Name Rights and Name Rights
Chapter 4 Image Rights
Chapter 5 Right of Reputation and Right of Honor
Chapter 6 Privacy and Personal Information Protection
Part Five Marriage and Family
Chapter 1 General Provisions
Chapter 2 Marriage
Chapter 3 Family Relations
Chapter 1 Husband and wife relationship
Section 2 Relationship between parents and children and other close relatives
Chapter 4 Divorce
Chapter 5 Adoption
Section 1 Establishment of Adoptive Relationship
Section 2 Effect of Adoption
Section 3 Dissolution of Adoptive Relationship
Part Six Inheritance
Chapter 1 General Provisions
Chapter 2 Legal Inheritance
Chapter 3 Testamentary Inheritance and Bequests
Chapter 4 Disposal of Estate
Part Seven Tort Liability
Chapter 1 General Provisions
Chapter 2 Damages
Chapter 3 Special Provisions on Responsible Subjects
Chapter 4 Product Liability
Chapter 5 Liability for Motor Vehicle Traffic Accidents
Chapter 6 Liability for Medical Damage
Chapter 7 Responsibility for Environmental Pollution and Ecological Damage
Chapter 8 Highly Hazard Liability
Chapter 9 Liability for Damage to Raised Animals
Chapter 10 Liability for Damage to Buildings and Objects
Supplementary Provisions
Part One: General Principles
Chapter 1 Basic Provisions
Article 1 This law is formulated in accordance with the Constitution in order to protect the legitimate rights and interests of civil subjects, adjust civil relations, maintain social and economic order, adapt to the development requirements of socialism with Chinese characteristics, and promote the core socialist values.
Article 2 The civil law regulates the personal and property relations between natural persons, legal entities and unincorporated organizations who are equal subjects.
Article 3 The personal rights, property rights and other legitimate rights and interests of civil subjects are protected by law and may not be infringed upon by any organization or individual.
Article 4 All civil subjects have equal legal status in civil activities.
Article 5 Civil subjects engaging in civil activities shall abide by the principle of voluntariness and establish, change and terminate civil legal relationships according to their own wishes.
Article 6 Civil subjects engaging in civil activities shall abide by the principle of fairness and reasonably determine the rights and obligations of all parties.
Article 7 Civil subjects engaging in civil activities shall abide by the principle of good faith, uphold honesty and abide by their commitments.
Article 8 Civil subjects shall not violate the law or public order and good customs when engaging in civil activities.
Article 9 Civil subjects engaging in civil activities shall be conducive to saving resources and protecting the ecological environment.
Article 10 Civil disputes shall be handled in accordance with the law; if there is no provision in the law, customs may be applied, but public order and good customs shall not be violated.
Article 11 If other laws have special provisions on civil relations, those provisions shall prevail.
Article 12 Civil activities within the territory of the People’s Republic of China shall be governed by the laws of the People’s Republic of China. If the law provides otherwise, such provisions shall prevail.
Chapter 2 Natural Persons
Section 1 Capacity for Civil Rights and Capacity for Civil Conduct
Article 13 A natural person has the capacity for civil rights from birth to death, enjoys civil rights in accordance with the law, and assumes civil obligations.
Article 14 All natural persons have equal civil rights and capacities.
Article 15 The time of birth and death of a natural person shall be based on the time recorded on the birth certificate or death certificate; if there is no birth certificate or death certificate, the time recorded on the household registration or other valid identity registration shall be based on the time recorded. If there is other evidence sufficient to overturn the above recorded time, the time proved by the evidence shall prevail.
Article 16 If it involves the protection of the interests of the fetus such as inheritance, acceptance of donations, etc., the fetus shall be deemed to have the capacity for civil rights. However, if the fetus is dead when it is delivered, its capacity for civil rights does not exist from the beginning.
Article 17 Natural persons over the age of 18 are considered adults. Natural persons under the age of eighteen are considered minors.
Article 18 Adults are persons with full capacity for civil conduct and can independently perform civil legal acts.
Minors over the age of 16 who rely on their own labor income as their main source of living are deemed to be persons with full capacity for civil conduct.
Article 19 Minors over the age of eight are persons with limited capacity for civil conduct. Civil legal acts shall be performed by their legal agent or with the consent or ratification of their legal agent; however, they may independently perform civil legal acts for purely profit-making or Civil legal acts commensurate with their age and intelligence.
Article 20 Minors under the age of eight are persons without capacity for civil conduct and shall be represented by their legal representatives in performing civil legal acts.
Article 21 An adult who cannot identify his own behavior is a person without capacity for civil conduct and shall be represented by his legal agent in performing civil legal acts.
If a minor over eight years old cannot identify his own behavior, the provisions of the preceding paragraph shall apply.
Article 22 Adults who cannot fully identify their own behavior are persons with limited capacity for civil conduct. Civil legal acts shall be performed by their legal agent or with the consent or ratification of their legal agent; however, they may independently implement civil laws for pure gain. behavior or civil legal behavior commensurate with his or her intelligence and mental health.
Article 23 The guardian of a person without capacity for civil conduct or a person with limited capacity for civil conduct is his legal representative.
Article 24 For an adult who is unable to identify or cannot completely identify his or her own behavior, the interested parties or relevant organizations may apply to the People’s Court to determine that the adult is a person without capacity for civil conduct or a person with limited capacity for civil conduct.
If a person is determined by the people’s court to be a person without capacity for civil conduct or a person with limited capacity for civil conduct, upon application by the person, an interested party or a relevant organization, the people’s court may determine that the adult has been restored to a person with limited capacity for civil conduct based on the recovery of his intelligence and mental health. A person with capacity for civil conduct or a person with full capacity for civil conduct.
Relevant organizations stipulated in this article include: residents’ committees, village committees, schools, medical institutions, women’s federations, disabled people’s federations, legally established elderly organizations, civil affairs departments, etc.
Article 25 The residence of a natural person shall be the residence recorded in the household registration or other valid identity registration; if the habitual residence is inconsistent with the domicile, the habitual residence shall be deemed as the residence.
Section 2 Guardianship
Article 26 Parents have the obligation to raise, educate and protect their minor children.
Adult children have the obligation to support, support and protect their parents.
Article 27 Parents are the guardians of their minor children.
If the minor’s parents have died or have no guardianship capacity, the following persons with guardianship capacity shall serve as guardians in order:
(1) Grandparents and maternal grandparents;
(2) Brother and sister;
(3) Other individuals or organizations willing to serve as guardians, but must obtain the consent of the residents’ committee, village committee or civil affairs department of the minor’s residence.
Article 28 For adults who have no capacity for civil conduct or have limited capacity for civil conduct, the following persons with guardianship capacity shall serve as guardians in order:
(1) Spouse;
(2) Parents and children;
(3) Other close relatives;
(4) Other individuals or organizations willing to serve as guardians, but must obtain the consent of the residents’ committee, village committee or civil affairs department where the ward resides.
Article 29 If the ward’s parents serve as guardians, they may appoint a guardian through a will.
Article 30: People with guardianship qualifications according to law may agree on a guardian. The agreement establishes that the guardian should respect the true wishes of the ward.
Article 31 If there is a dispute over the determination of a guardian, the neighborhood committee, village committee or civil affairs department of the ward’s residence shall appoint a guardian. If the relevant parties are dissatisfied with the designation, they may apply to the People’s Court for the designation of a guardian; the relevant parties may also directly Apply to the People’s Court for the appointment of a guardian.
Residents’ committees, villagers’ committees, civil affairs departments or people’s courts shall respect the true wishes of the ward and designate a guardian among those legally qualified for guardianship in accordance with the principle that is most beneficial to the ward.
Before a guardian is appointed in accordance with the provisions of paragraph 1 of this article, if the ward’s personal rights, property rights and other legal rights and interests are unprotected, the residents’ committee, village committee, relevant organizations prescribed by law or the civil affairs department of the ward’s residence shall be responsible. Temporary guardian.
After a guardian is appointed, he may not change it without authorization; any change without authorization will not exempt the designated guardian from his responsibilities.
Article 32 If there is no person qualified for guardianship according to law, the guardian shall be appointed by the civil affairs department, or may be appointed by the residents’ committee or village committee of the place where the ward is located who is qualified to perform guardianship duties.
Article 33 An adult with full capacity for civil conduct may consult in advance with his close relatives or other individuals or organizations willing to serve as guardians to determine his or her guardian in writing. When he or she loses or partially loses his or her capacity for civil conduct, the guardian may be The guardian performs guardianship duties.
Article 34 The duty of a guardian is to act on behalf of the ward to perform civil legal acts and protect the ward’s personal rights, property rights and other legitimate rights and interests.
The rights arising from the guardian’s performance of guardianship duties in accordance with the law shall be protected by law.
Guardians who fail to perform their guardianship duties or infringe upon the legitimate rights and interests of the ward shall bear legal liability.
If a guardian is temporarily unable to perform guardianship duties due to an emergency such as an emergency, and the ward is left without care, the residents’ committee, village committee or civil affairs department of the ward’s residence shall arrange necessary temporary life care for the ward. measure.
Article 35 Guardians shall perform guardianship duties in accordance with the principle that is most beneficial to the ward. The guardian shall not dispose of the ward’s property except to safeguard the interests of the ward.
When guardians of minors perform their guardianship duties and make decisions related to the interests of the ward, they should respect the true wishes of the ward based on the age and mental status of the ward.
When guardians of adults perform their guardianship duties, they should respect the true wishes of the ward to the greatest extent, and ensure and assist the ward to carry out civil and legal acts commensurate with his or her intellectual and mental health. The guardian shall not interfere with matters that the ward has the ability to handle independently.
Article 36 If a guardian has any of the following circumstances, the people’s court shall revoke his or her guardianship qualifications based on the application of the relevant individual or organization, arrange necessary temporary guardianship measures, and appoint a guardian in accordance with the law in accordance with the principle that is most beneficial to the ward:
(1) Carrying out behaviors that seriously damage the physical and mental health of the ward;
(2) Neglecting to perform guardianship duties, or being unable to perform guardianship duties and refusing to entrust part or all of the guardianship duties to others, causing the ward to be in danger;
(3) Carrying out other acts that seriously infringe upon the legitimate rights and interests of the ward.
Relevant individuals and organizations stipulated in this article include: other persons with guardianship qualifications according to law, residents’ committees, village committees, schools, medical institutions, women’s federations, disabled people’s federations, minors’ protection organizations, elderly organizations established in accordance with the law, Civil Affairs Department, etc.
If the individuals and organizations other than the civil affairs department specified in the preceding paragraph fail to apply to the people’s court in a timely manner to revoke the guardian’s qualifications, the civil affairs department shall apply to the people’s court.
Article 37 Parents, children, spouses, etc. who bear the ward’s alimony, alimony, and alimony in accordance with the law shall continue to perform their obligations after their guardianship status is revoked by the people’s court.
Article 38 After the parents or children of the ward have been revoked as guardians by the people’s court, except for committing intentional crimes against the ward, if they have truly shown repentance, upon their application, the people’s court may, on the premise of respecting the true wishes of the ward, Under the circumstances, the guardian’s qualifications will be restored depending on the circumstances, and the guardianship relationship between the guardian designated by the people’s court and the ward will be terminated at the same time.
Article 39: The guardianship relationship will be terminated under any of the following circumstances:
(1) The ward acquires or recovers full capacity for civil conduct;
(2) The guardian loses the ability to supervise;
(3) The ward or guardian dies;
(4) Other circumstances in which the people’s court determines that the guardianship relationship is terminated.
After the guardianship relationship is terminated, if the ward still needs guardianship, another guardian shall be determined in accordance with the law.
Section 3 Declaration of Missing and Declaration of Death
Article 40 If the whereabouts of a natural person have been unknown for two years, an interested party may apply to the People’s Court to declare the natural person a missing person.
Article 41 The time when the whereabouts of a natural person is unknown shall be calculated from the date of loss of news about him or her. If a person’s whereabouts are unknown during the war, the period of missing person’s whereabouts shall be calculated from the date the war ends or the date the relevant agency determines that the person’s whereabouts are unknown.
Article 42 The property of a missing person shall be managed by his or her spouse, adult children, parents or other persons willing to serve as property custodians.
If there is a dispute over the custody and there is no person specified in the preceding paragraph, or the person prescribed in the preceding paragraph is incapable of custody, the person designated by the people’s court shall be the custody.
Article 43 The property custodian shall properly manage the property of the missing person and safeguard his property rights and interests.
The taxes, debts and other expenses payable by the missing person shall be paid by the property custodian from the missing person’s property.
If the property custodian causes property losses to a missing person intentionally or due to gross negligence, he shall be liable for compensation.
Article 44 If the property custodian fails to perform the custodial duties, infringes upon the property rights and interests of the missing person, or loses the ability to custodian, the interested party of the missing person may apply to the People’s Court to change the property custodian.
If the property custodian has legitimate reasons, he may apply to the People’s Court to change the property custodian.
If the people’s court changes the property custodian, the changed property custodian has the right to request the original property custodian to hand over the relevant property in a timely manner and report on the property management situation.
Article 45 If a missing person reappears, the people’s court shall revoke the missing person’s declaration upon application by the person or an interested party.
If a missing person reappears, he or she has the right to request the property custodian to hand over the relevant property in a timely manner and report on the property custodianship situation.
Article 46 If a natural person has any of the following circumstances, an interested party may apply to the People’s Court to declare the natural person dead:
(1) The whereabouts have been unknown for four years;
(2) Due to an accident, the whereabouts have been unknown for two years.
If the whereabouts of the natural person are unknown due to an accident and the relevant authorities prove that the natural person is unlikely to survive, the application for declaration of death is not subject to the two-year time limit.
Article 47 For the same natural person, if some interested parties apply to be declared dead and some interested parties apply to be declared missing, and if the conditions for declaration of death stipulated in this law are met, the people’s court shall declare the person dead.
Article 48 For a person who is declared dead, the date of death shall be deemed to be the date when the people’s court declares death; if the person is declared dead due to an accident and his whereabouts are unknown, the date of death shall be deemed to be the date of the accident.
Article 49 If a natural person is declared dead but is not dead, the validity of the civil legal acts performed by the natural person during the period when the natural person is declared dead shall not be affected.
Article 50 If a person who has been declared dead reappears, the people’s court shall revoke the death declaration upon application by the person or an interested party.
Article 51 The marital relationship of a person who is declared dead shall be terminated from the date of death. If the death declaration is revoked, the marital relationship will be automatically restored from the date of the revocation of the death declaration. However, this is excepted if the spouse remarries or declares in writing to the marriage registration authority that he is unwilling to resume the marriage.
Article 52 If a child of a person who is declared dead is adopted by others in accordance with the law during the period when the person is declared dead, after the death declaration is revoked, he shall not claim that the adoption was invalid on the grounds that he did not consent.
Article 53 A person whose death declaration has been revoked has the right to request the civil subject who obtained his property in accordance with Part 6 of this Law to return the property; if the return cannot be made, appropriate compensation shall be given.
If an interested party conceals the true situation, causing another person to be declared dead and obtains his/her property, in addition to returning the property, he/she shall also be liable for compensation for the resulting losses.
Section 4 Individual Industrial and Commercial Households and Rural Contracted Households
Article 54 A natural person engaged in industrial and commercial operations shall be an individual industrial and commercial household after being registered in accordance with the law. Individual industrial and commercial households can set up a font size.
Article 55 Members of rural collective economic organizations who have obtained rural land contract management rights in accordance with the law and engage in household contract management are considered rural contract management households.
Article 56 The debts of individual industrial and commercial households shall be borne by personal property if they are run by individuals; if they are run by families, they shall be borne by family property; if they are indistinguishable, they shall be borne by family property.
The debts of rural contract management households shall be borne by the property of the farmer household engaged in rural land contract management; if the property is actually operated by some members of the farmer household, the debts shall be borne by the property of that member.
Chapter 3 Legal Person
Section 1 General Provisions
Article 57 A legal person is an organization that has the capacity for civil rights and civil conduct, and independently enjoys civil rights and assumes civil obligations in accordance with the law.
Article 58 A legal person shall be established in accordance with the law.
A legal person shall have its own name, organizational structure, residence, property or funds. The specific conditions and procedures for the establishment of a legal person shall be in accordance with the provisions of laws and administrative regulations.
If the establishment of a legal person is subject to approval by relevant authorities according to laws or administrative regulations, such provisions shall apply.
Article 59 A legal person’s capacity for civil rights and civil conduct arises when the legal person is established and ceases when the legal person terminates.
Article 60 A legal person shall bear civil liability independently with all its property.
Article 61 In accordance with the provisions of the law or the articles of association of a legal person, the person responsible for engaging in civil activities on behalf of the legal person shall be the legal representative of the legal person.
If the legal representative engages in civil activities in the name of a legal person, the legal consequences shall be borne by the legal person.
Restrictions on the representation rights of the legal representative by the legal person’s articles of association or the legal person’s authority shall not conflict with bona fide counterparts.
Article 62 If the legal representative causes damage to others due to the performance of his duties, the legal person shall bear civil liability.
After a legal person assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or the legal person’s articles of association.
Article 63: A legal person shall be domiciled at the location of its main office. If legal person registration is required according to law, the location of the main office shall be registered as the domicile.
Article 64 If the registration matters change during the existence of a legal person, it shall apply to the registration authority for change registration in accordance with the law.
Article 65 If the actual situation of a legal person is inconsistent with the registered matters, it shall not confront its bona fide counterparty.
Article 66 The registration authority shall promptly publicize relevant information on legal person registration in accordance with the law.
Article 67 If a legal person merges, its rights and obligations shall be enjoyed and borne by the merged legal person.
If a legal person is divided, its rights and obligations shall be enjoyed jointly and severally by the divided legal person and shall bear joint and several debts, unless otherwise agreed upon by the creditor and debtor.
Article 68 If there is any of the following reasons and the liquidation or deregistration is completed in accordance with the law, the legal person shall be terminated:
(1) Dissolution of the corporation;
(2) The legal person is declared bankrupt;
(3) Other reasons stipulated by law.
If the termination of a legal person is subject to approval by relevant authorities according to laws or administrative regulations, such provisions shall prevail.
Article 69 A legal person shall be dissolved under any of the following circumstances:
(1) The period of existence specified in the legal person’s articles of association expires or other reasons for dissolution specified in the legal person’s articles of association occur;
(2) The legal person’s power body resolves to dissolve;
(3) Dissolution is required due to merger or division of legal persons;
(4) The legal person’s business license and registration certificate have been revoked according to law, ordered to close down, or revoked;
(5) Other situations stipulated by law.
Article 70 When a legal person is dissolved, except in the case of merger or division, the liquidation obligor shall promptly form a liquidation team to carry out liquidation.
The directors, directors and other members of the executive body or decision-making body of a legal person are the liquidation obligors. If laws and administrative regulations provide otherwise, such provisions shall prevail.
If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes damage, he shall bear civil liability; the competent authority or interested parties may apply to the people’s court to designate relevant personnel to form a liquidation team to conduct liquidation.
Article 71 The liquidation procedures of a legal person and the powers of the liquidation team shall be in accordance with the provisions of relevant laws; if there are no provisions, the relevant provisions of applicable company laws shall be referred to.
Article 72 During the liquidation period, the legal person shall continue to exist, but shall not engage in activities unrelated to the liquidation.
The remaining property after the liquidation of a legal person shall be dealt with in accordance with the provisions of the legal person’s articles of association or the resolution of the legal person’s authority. If the law provides otherwise, such provisions shall prevail.
The legal person shall be terminated when the liquidation is completed and the legal person deregistration is completed; if legal person registration is not required according to law, the legal person shall be terminated when the liquidation is completed.
Article 73 If a legal person is declared bankrupt, the legal person shall be terminated when bankruptcy liquidation is carried out in accordance with the law and deregistration of the legal person is completed.
Article 74 A legal person may establish branches in accordance with the law. If laws and administrative regulations stipulate that branches should be registered, such provisions shall prevail.
When a branch engages in civil activities in its own name, the civil liability incurred shall be borne by the legal person; it may also be borne by the property managed by the branch first. If the liability is insufficient, the legal person shall bear the liability.
Article 75 The legal consequences of civil activities undertaken by the founder to establish a legal person shall be borne by the legal person; if the legal person has not been established, the legal consequences shall be borne by the founder. If there are two or more founders, they shall enjoy joint creditor’s rights and bear joint and several debts.
When the founder establishes a legal person and engages in civil activities in his own name, the third party has the right to choose to request the legal person or the founder to bear the civil liabilities.
Section 2 For-profit Legal Person
Article 76 A legal person established for the purpose of obtaining profits and distributing them to shareholders and other investors is a for-profit legal person.
For-profit legal persons include limited liability companies, joint stock companies, and other corporate legal persons.
Article 77 A profit-making legal person is registered and established in accordance with the law.
Article 78 For a for-profit legal person established in accordance with the law, the registration authority shall issue a business license to the for-profit legal person. The date of issuance of the business license shall be the date of establishment of the for-profit legal person.
Article 79 To establish a profit-making legal person, the legal person’s articles of association shall be formulated in accordance with the law.
Article 80 A profit-making legal person shall establish an authority.
The authority exercises the authority to amend the legal person’s articles of association, elect or replace members of the executive agency and supervisory bodies, and perform other functions and powers stipulated in the legal person’s articles of association.
Article 81 A profit-making legal person shall establish an executive agency.
The executive agency exercises the authority to convene meetings of the legal person, decide on the legal person’s business plan and investment plan, decide on the establishment of the legal person’s internal management organization, and other powers stipulated in the legal person’s articles of association.
If the executive agency is the board of directors or executive director, the chairman, executive director or manager shall serve as the legal representative in accordance with the provisions of the legal person’s articles of association; if there is no board of directors or executive director, the principal person in charge specified in the legal person’s articles of association shall be the executive organ and legal representative.
Article 82 If a for-profit legal person has a board of supervisors or supervisors and other supervisory agencies, the supervisory agency shall perform inspections of the legal person’s finances, supervise the performance of the legal person’s duties by members of the executive agency and senior managers, and other powers stipulated in the legal person’s articles of association.
Article 83 The investor of a for-profit legal person shall not abuse the rights of the investor to harm the interests of the legal person or other investors; if the investor abuses the rights of the investor and causes losses to the legal person or other investors, he shall bear civil liability in accordance with the law.
Investors of a for-profit legal person shall not abuse the independent status of the legal person and the limited liability of the investor to harm the interests of the creditors of the legal person; those who abuse the independent status of the legal person and the limited liability of the investor to evade debts and seriously damage the interests of the creditors of the legal person shall bear joint and several liability for the debts of the legal person.
Article 84 The controlling investors, actual controllers, directors, supervisors, and senior managers of a profit-making legal person shall not use their affiliated relationships to harm the interests of the legal person; those who use their affiliated relationships to cause losses to the legal person shall bear liability for compensation.
Article 85 If the procedures for convening meetings or the voting methods used by the authority or executive body of a for-profit legal person to make resolutions violate laws, administrative regulations, or the articles of association of the legal person, or the content of the resolution violates the articles of association of the legal person, the investor of the for-profit legal person may request the People’s Court to revoke the decision. resolution. However, the civil legal relationship formed between a for-profit legal person and its bona fide counterparty based on this resolution will not be affected.
Article 86 When a profit-making legal person engages in business activities, it shall abide by business ethics, maintain transaction safety, accept supervision from the government and society, and assume social responsibilities.
Section 3 Non-Profit Legal Person
Article 87 A legal person that is established for public welfare purposes or other non-profit purposes and does not distribute the profits obtained to its investors, founders or members is a non-profit legal person.
Non-profit legal persons include public institutions, social groups, foundations, social service agencies, etc.
Article 88 A public institution that meets the qualifications of a legal person and is established to provide public welfare services to meet the needs of economic and social development shall, upon registration and establishment in accordance with the law, obtain the legal person status of a public institution; if it is not required to register as a legal person according to the law, it shall have the legal person status from the date of its establishment. Legal person status of public institutions.
Article 89 If a legal person of a public institution has a board of directors, the board of directors shall be its decision-making body unless otherwise provided by law. The legal representative of a public institution legal person is established in accordance with the provisions of laws, administrative regulations or the legal person’s articles of association.
Article 90 A social group that meets the qualifications of a legal person and is established based on the common will of its members for public welfare purposes or non-profit purposes such as the common interests of members shall obtain the status of a social group legal person upon registration and establishment in accordance with the law; if it is not required to register as a legal person according to the law, it shall be established from the date of establishment. From that date, it has the legal person status of a social organization.
Article 91 When establishing a social group legal person, the legal person’s articles of association shall be formulated in accordance with the law.
A social group legal person shall establish a general meeting of members or a representative assembly of members and other authority bodies.
Social group legal persons should establish executive bodies such as a board of directors. Responsible persons such as the chairman or president shall serve as the legal representative in accordance with the provisions of the legal person’s articles of association.
Article 92 Foundations, social service agencies, etc. that meet the qualifications of a legal person and are established with donated property for public welfare purposes shall obtain the qualification of a donating legal person after being registered and established in accordance with the law.
Religious activity venues established in accordance with the law and meeting the qualifications of legal persons can apply for legal person registration and obtain the status of donor legal persons. If laws and administrative regulations have provisions on religious activity venues, those provisions shall prevail.
Article 93 When establishing a donation legal person, the legal person’s articles of association shall be formulated in accordance with the law.
Donor legal persons should establish decision-making bodies such as a board of directors and a democratic management organization, as well as an executive agency. The chairman and other responsible persons shall serve as legal representatives in accordance with the provisions of the legal person’s articles of association.
Donor legal persons should establish supervisory bodies such as a board of supervisors.
Article 94 Donors have the right to inquire about the use and management of donated property from the donating legal person and make comments and suggestions. The donating legal person shall respond promptly and truthfully.
If the decision-making body, executive body or legal representative of a donor legal person makes a decision in a manner that violates laws, administrative regulations, or the legal person’s articles of association, or the content of the decision violates the legal person’s articles of association, the donor, other interested parties, or the competent authority may request the People’s Court to revoke the decision. However, the civil legal relationship formed between the donor legal person and the counterparty in good faith based on this decision will not be affected.
Article 95 When a non-profit legal person established for public welfare purposes is terminated, the remaining property shall not be distributed to the investors, founders or members. The remaining property shall be used for public welfare purposes in accordance with the provisions of the legal person’s articles of association or the resolution of the authority; if it cannot be disposed of in accordance with the provisions of the legal person’s articles of association or the resolution of the authority, the competent authority shall preside over the transfer to a legal person with the same or similar purpose and make an announcement to the public.
Section 4 Special Legal Person
Article 96 The legal persons of government agencies, legal persons of rural collective economic organizations, legal persons of cooperative economic organizations in urban and rural areas, and legal persons of grassroots mass autonomous organizations specified in this section are special legal persons.
Article 97: From the date of establishment, agencies with independent funds and statutory agencies that assume administrative functions shall have agency legal person status and may engage in civil activities necessary to perform their functions.
Article 98 If an agency legal person is revoked, the legal person shall be terminated, and its civil rights and obligations shall be enjoyed and borne by the successor agency legal person; if there is no successor agency legal person, they shall be enjoyed and borne by the agency legal person who made the decision to cancel.
Article 99 Rural collective economic organizations shall obtain legal person status in accordance with the law.
If laws and administrative regulations have provisions on rural collective economic organizations, those provisions shall prevail.
Article 100 Urban and rural cooperative economic organizations obtain legal person status in accordance with the law.
If laws and administrative regulations have provisions on cooperative economic organizations in urban and rural areas, those provisions shall prevail.
Article 101 Residents’ committees and villagers’ committees have the legal person status of grassroots mass autonomous organizations and may engage in civil activities necessary to perform their functions.
If a village collective economic organization has not been established, the villagers committee may act on behalf of the village collective economic organization in accordance with the law.
Chapter 4 Unincorporated Organizations
Article 102: An unincorporated organization is an organization that does not have legal personality but can engage in civil activities in its own name in accordance with the law.
Unincorporated organizations include sole proprietorships, partnerships, professional service organizations without legal personality, etc.
Article 103: Unincorporated organizations shall be registered in accordance with the provisions of the law.
If the establishment of an unincorporated organization is subject to approval by relevant authorities according to laws or administrative regulations, such provisions shall apply.
Article 104 If the property of an unincorporated organization is insufficient to pay off its debts, its investors or founders shall bear unlimited liability. If the law provides otherwise, such provisions shall prevail.
Article 105 An unincorporated organization may designate one or several persons to engage in civil activities on behalf of the organization.
Article 106: An unincorporated organization shall be dissolved under any of the following circumstances:
(1) The period of existence specified in the articles of association expires or other reasons for dissolution specified in the articles of association occur;
(2) The investor or founder decides to dissolve;
(3) Other situations stipulated by law.
Article 107 If an unincorporated organization is dissolved, it shall be liquidated in accordance with the law.
Article 108: In addition to the provisions of this chapter for unincorporated organizations, the relevant provisions of Section 1 of Chapter 3 of this Part shall apply by reference.
Chapter 5 Civil Rights
Article 109 The personal freedom and personal dignity of natural persons are protected by law.
Article 110 Natural persons enjoy the rights to life, body, health, name, portrait, reputation, honor, privacy, marital autonomy and other rights.
Legal persons and unincorporated organizations enjoy the right to name, reputation and honor.
Article 111 The personal information of natural persons shall be protected by law. Any organization or individual that needs to obtain other people’s personal information must obtain it in accordance with the law and ensure the security of the information. It must not illegally collect, use, process, or transmit other people’s personal information, and must not illegally buy, sell, provide, or disclose other people’s personal information.
Article 112 The personal rights of natural persons arising from marriage and family relationships shall be protected by law.
Article 113 The property rights of civil subjects shall be equally protected by law.
Article 114 Civil subjects enjoy property rights in accordance with the law.
Property rights are the right holder’s direct control and exclusive rights over specific things according to law, including ownership, usufruct rights and security rights.
Article 115 Property includes real estate and movable property. If the law stipulates that rights should be the object of property rights, such provisions shall apply.
Article 116 The types and contents of property rights shall be prescribed by law.
Article 117 Where real estate or movables are expropriated or requisitioned in accordance with the authority and procedures prescribed by law for the needs of public interests, fair and reasonable compensation shall be provided.
Article 118 Civil subjects shall enjoy creditor’s rights in accordance with the law.
Obligation is the right of the obligee to request a specific obligor to perform or refrain from performing certain acts due to contracts, torts, management without cause, unjust enrichment, and other provisions of the law.
Article 119 A contract established in accordance with the law is legally binding on the parties.
Article 120: If civil rights and interests are infringed, the infringed party has the right to request the infringer to bear infringement liability.
Article 121 In the absence of statutory or agreed obligations, a person who conducts management in order to avoid losses to the interests of others has the right to request the beneficiary to repay the necessary expenses incurred thereby.
Article 122: Because another person has obtained undue benefits without legal basis, the person who suffered the loss has the right to request the return of the unjust benefits.
Article 123 Civil subjects enjoy intellectual property rights in accordance with the law.
Intellectual property rights are the exclusive rights enjoyed by obligees in accordance with the law with respect to the following objects:
(1) Works;
(2) Inventions, utility models, and designs;
(3) Trademark;
(4) Geographical indications;
(5) Trade secrets;
(6) Integrated circuit layout design;
(7) New plant varieties;
(8) Other objects specified by law.
Article 124 Natural persons shall enjoy the right of inheritance in accordance with the law.
The legal private property of a natural person can be inherited in accordance with the law.
Article 125 Civil subjects shall enjoy equity and other investment rights in accordance with the law.
Article 126 Civil subjects shall enjoy other civil rights and interests stipulated by law.
Article 127 If the law has provisions on the protection of data and network virtual property, those provisions shall prevail.
Article 128 If the law has special provisions on the protection of the civil rights of minors, the elderly, the disabled, women, consumers, etc., those provisions shall prevail.
Article 129 Civil rights can be obtained based on civil legal acts, factual acts, events stipulated by law, or other methods stipulated by law.
Article 130 Civil subjects exercise their civil rights in accordance with their own wishes and in accordance with the law without interference.
Article 131 When a civil subject exercises its rights, it shall perform its obligations stipulated by law and agreed upon by the parties.
Article 132 Civil subjects shall not abuse civil rights to harm national interests, social public interests or the legitimate rights and interests of others.
Chapter 6 Civil Legal Actions
Section 1 General Provisions
Article 133 Civil legal acts are acts by which a civil subject establishes, changes, or terminates a civil legal relationship through expression of intention.
Article 134 A civil legal act may be established based on the unanimous expression of intention of two or more parties, or may be established based on the unilateral expression of intention.
If a legal person or unincorporated organization makes a resolution in accordance with the discussion methods and voting procedures stipulated in the law or its articles of association, the resolution is established.
Article 135 Civil legal acts may be in written form, oral form or other forms; if laws, administrative regulations stipulate or the parties agree to use a specific form, the specific form shall be used.
Article 136 A civil legal act shall take effect upon its establishment, unless otherwise provided by law or otherwise agreed upon by the parties.
The actor may not change or terminate the civil legal act without the consent of the other party or in accordance with the provisions of the law.
Section 2 Meaning
Article 137 An expression of intention made through dialogue shall take effect when the counterparty knows its content.
The expression of intention made in a non-conversational manner takes effect when it reaches the counterparty. An expression of intention in the form of a data message made in a non-conversational manner. If the counterparty designates a specific system to receive the data message, the data message will take effect when the data message enters the specific system; if the specific system is not designated, the counterparty knows or should know that the data message enters the system. It takes effect on the system. If the parties have any other agreement on the effective time of the expression of intention in the form of a data message, the agreement shall prevail.
Article 138 If there is no expression of intention by the counterparty, it shall take effect when the expression is completed. If the law provides otherwise, such provisions shall prevail.
Article 139 An expression of intention made in the form of an announcement shall take effect when the announcement is made.
Article 140 The actor may express his intention expressly or implicitly.
Silence can only be regarded as an expression of intention when there is a legal provision, an agreement between the parties, or it is consistent with the transaction habits between the parties.
Article 141 The perpetrator may withdraw his expression of intention. The notice of withdrawing the expression of intention shall arrive at the opposite party before the expression of intention reaches the counterparty or at the same time as the expression of intention.
Article 142 The interpretation of the counterparty’s expression of intention shall be based on the words and sentences used, combined with relevant provisions, the nature and purpose of the behavior, customs and the principle of good faith to determine the meaning of the expression of intention.
The interpretation of an expression of intention without a counterpart cannot be strictly limited to the words used, but should be combined with relevant provisions, the nature and purpose of the behavior, habits and the principle of good faith to determine the true meaning of the actor.
Section 3 Effectiveness of Civil Legal Acts
Article 143 Civil legal acts are valid if they meet the following conditions:
(1) The perpetrator has corresponding civil capacity;
(2) The meaning is true;
(3) Do not violate the mandatory provisions of laws and administrative regulations, and do not violate public order and good customs.
Article 144: Civil legal acts performed by persons without capacity for civil conduct are invalid.
Article 145 Civil legal acts performed by persons with limited capacity for civil conduct that are purely for profit or that are commensurate with their age, intelligence, and mental health are valid; other civil legal acts performed with the consent of the legal representative or Effective upon ratification.
The counterparty may urge the legal agent to ratify the decision within thirty days from the date of receipt of the notice. If the legal representative fails to make any representation, it shall be deemed as a refusal to ratify. Before a civil legal act is ratified, a bona fide counterparty has the right to revoke it. The withdrawal shall be made by means of notice.
Article 146: Civil legal acts performed by the actor and counterparty with false intentions are invalid.
The validity of civil legal acts concealed by false intentions shall be handled in accordance with relevant legal provisions.
Article 147 If a civil legal act is carried out based on a major misunderstanding, the actor has the right to request the people’s court or arbitration institution to cancel it.
Article 148 If one party uses fraudulent means to cause the other party to perform a civil legal act against its true intention, the party that has been defrauded has the right to request the people’s court or arbitration institution to cancel it.
Article 149 If a third party commits a fraudulent act, causing a party to perform a civil legal act against its true intention, and the other party knows or should know about the fraudulent act, the party who has been defrauded has the right to request the people’s court or arbitration institution be revoked.
Article 150 If one party or a third party uses coercion to cause the other party to perform a civil legal act against its true intention, the coerced party has the right to request the people’s court or arbitration institution to revoke it.
Article 151 If one party takes advantage of the other party’s crisis situation, lack of judgment, etc., resulting in a civil legal act that is unfair when established, the injured party has the right to request the people’s court or arbitration institution to annul it.
Article 152 The right of revocation shall be extinguished under any of the following circumstances:
(1) The party concerned fails to exercise the right to rescind within one year from the date when he knew or should have known the reasons for revocation, or within ninety days from the date when the party with major misunderstanding knew or should have known the reasons for revocation;
(2) The party is under duress and fails to exercise the right of revocation within one year from the date of termination of the coercion;
(3) After the party knows the reasons for revocation, he clearly expresses or shows by his own behavior that he has given up the right to rescind.
If the party concerned fails to exercise the right of revocation within five years from the date of the civil legal act, the right of revocation shall be extinguished.
Article 153 Civil legal acts that violate the mandatory provisions of laws and administrative regulations are invalid. However, this mandatory provision does not invalidate the civil legal act except where such mandatory provision does not render it invalid.
Civil legal actions that violate public order and good customs are invalid.
Article 154 A civil legal act in which the actor maliciously colludes with the counterparty and harms the legitimate rights and interests of others is invalid.
Article 155 A civil legal act that is invalid or revoked has no legal binding force from the beginning.
Article 156 If part of a civil legal act is invalid and does not affect the validity of other parts, the other parts shall remain valid.
Article 157 After a civil legal act is invalid, revoked or determined to be ineffective, the property obtained by the actor as a result of the act shall be returned; if it cannot be returned or is unnecessary, it shall be compensated at a discount. The party at fault shall compensate the other party for the resulting losses; if both parties are at fault, they shall each bear corresponding responsibilities. If the law provides otherwise, such provisions shall prevail.
Section 4 Conditions and deadlines for civil legal acts
Article 158 Civil legal acts may be subject to conditions, except those that cannot be subject to conditions due to their nature. A civil legal act with conditions for its effectiveness shall take effect when the conditions are fulfilled. Civil legal acts with conditions for rescission shall become invalid upon fulfillment of the conditions.
Article 159 In a conditional civil legal act, if the parties improperly prevent the fulfillment of the conditions for their own interests, the conditions will be deemed to have been fulfilled; if the parties improperly facilitated the fulfillment of the conditions, the conditions will be deemed not to have been fulfilled.
Article 160 A time limit may be attached to a civil legal act, except where a time limit cannot be attached due to its nature. Civil legal acts with an effective time limit shall take effect when the time limit expires. A civil legal act with a termination period shall become invalid upon expiration of the period.
Chapter 7 Agency
Section 1 General Provisions
Article 161 A civil subject may perform civil legal acts through an agent.
According to legal provisions, parties’ agreement or the nature of the civil legal act, civil legal acts that should be carried out by the person himself shall not be represented by an agent.
Article 162: Civil legal acts performed by an agent in the name of the principal within the scope of agency authority shall be effective against the principal.
Article 163: Agency includes principal agent and legal agent.
The authorized agent exercises agency power in accordance with the principal’s entrustment. The legal agent shall exercise the power of agency in accordance with the provisions of the law.
Article 164 If an agent fails to perform or does not fully perform his duties and causes damage to the principal, he shall bear civil liability.
If the agent and the counterparty collude maliciously and damage the legitimate rights and interests of the principal, the agent and the counterparty shall bear joint and several liability.
Section 2 Agency
Article 165 If the authorization for agency is in written form, the power of attorney shall state the name of the agent, matters of agency, authority and term, and shall be signed or sealed by the principal.
Article 166 If several persons are agents for the same agency matter, they shall jointly exercise the agency power, unless otherwise agreed by the parties.
Article 167 If the agent knows or should know that the agency matters are illegal but still performs agency acts, or the principal knows or should know that the agent’s agency acts are illegal but does not object, the principal and the agent shall be jointly and severally liable. responsibility.
Article 168 An agent shall not perform civil legal acts with himself in the name of the principal, unless the principal agrees or ratifies the act.
An agent shall not perform civil legal acts in the name of the principal with other persons for whom he or she is acting at the same time, unless both parties to the agent agree or ratify the act.
Article 169 If the agent needs to entrust a third party to act as agent, he must obtain the consent or ratification of the principal.
If the sub-agency is approved or ratified by the principal, the principal may directly instruct the entrusted third party regarding the agency affairs. The agent shall only be responsible for the selection and appointment of the third party and the instructions given to the third party.
If the agent is entrusted without the consent or ratification of the principal, the agent shall bear responsibility for the acts of the third party; however, in an emergency, the agent needs to entrust a third party to act in order to protect the interests of the principal. Except.
Article 170 Civil legal acts performed by persons who perform work tasks of a legal person or an unincorporated organization on matters within the scope of their duties and responsibilities in the name of a legal person or an unincorporated organization shall be effective against the legal person or unincorporated organization.
Any restrictions imposed by a legal person or unincorporated organization on the scope of authority of persons performing their work tasks shall not conflict with bona fide counterparts.
Article 171 If the actor does not have the authority of agency, exceeds the authority of agency, or after the authority of agency has been terminated, he still performs agency acts without ratification by the principal, it will not be effective against the principal.
The counterparty may urge the principal to ratify it within thirty days from the date of receipt of the notice. If the principal fails to make any representation, it shall be deemed as a refusal to ratify. Before the act performed by the actor is ratified, the counterparty in good faith has the right to revoke it. The withdrawal shall be made by means of notice.
If the act performed by the actor has not been ratified, the counterparty in good faith has the right to request the actor to perform the debt or to request compensation from the actor for the damage suffered. However, the scope of compensation shall not exceed the benefits that the counterparty can obtain when ratified by the agent.
If the counterparty knows or should know that the actor has no authority to act, the counterparty and the perpetrator shall bear liability according to their respective faults.
Article 172 If the actor has no agency authority, exceeds the agency authority, or continues to perform agency acts after the termination of the agency authority, and the counterparty has reason to believe that the actor has agency authority, the agency act is valid.
Section 3 Agency Termination
Article 173 If any of the following circumstances occurs, the agency shall be terminated:
(1) The agency term expires or the agency affairs are completed;
(2) The principal cancels the commission or the agent resigns the commission;
(3) The agent loses his capacity for civil conduct;
(4) The agent or principal dies;
(5) The legal person or unincorporated organization acting as agent or principal is terminated.
Article 174 After the death of the principal, if one of the following circumstances occurs, the agency act performed by the agent shall be valid:
(1) The agent does not know and should not know that the principal is dead;
(2) Recognition by the principal’s heirs;
(3) The authorization clearly states that the agency right shall terminate when the agency affairs are completed;
(4) The contract was implemented before the death of the principal, and the agency continues for the benefit of the principal’s heirs.
If the legal person or unincorporated organization as the principal is terminated, the provisions of the preceding paragraph shall apply.
Article 175 If any of the following circumstances occurs, the legal agency shall be terminated:
(1) The principal obtains or recovers full capacity for civil conduct;
(2) The agent loses his capacity for civil conduct;
(3) The agent or principal dies;
(4) Other situations stipulated by law.
Chapter 8 Civil Liability
Article 176 Civil subjects shall perform civil obligations and bear civil liability in accordance with legal provisions or in accordance with the agreement of the parties.
Article 177 Two or more persons shall bear their share of responsibilities in accordance with the law. If the magnitude of the responsibility can be determined, each shall bear corresponding responsibilities; if it is difficult to determine the magnitude of the liability, the responsibilities shall be equally borne.
Article 178 If two or more persons are jointly and severally liable in accordance with the law, the obligee has the right to request some or all of the jointly and severally liable persons to assume liability.
The liability share of the jointly and severally liable persons is determined based on the size of their respective responsibilities; if it is difficult to determine the size of the liability, the responsibilities will be shared equally. A jointly and severally liable person whose actual liability exceeds his/her share of liability shall have the right to recover compensation from other jointly and severally liable persons.
Joint and several liability shall be stipulated by law or agreed upon by the parties.
Article 179 The main ways to bear civil liability include:
(1) Stop the infringement;
(2) Eliminate obstacles;
(3) Eliminate danger;
(4) Return property;
(5) Restoration to original status;
(6) Repair, redo, and replacement;
(7) Continue to perform;
(8) Compensation for losses;
(9) Pay liquidated damages;
(10) Eliminate the impact and restore reputation;
(11) Apologize.
If the law provides for punitive damages, such provisions shall prevail.
The methods for bearing civil liability stipulated in this article may be applied individually or in combination.
Article 180 If a party is unable to perform its civil obligations due to force majeure, it shall not bear civil liability. If the law provides otherwise, such provisions shall prevail.
Force majeure is an objective situation that cannot be foreseen, avoided and cannot be overcome.
Article 181 If damage is caused due to legitimate defense, no civil liability shall be borne.
If legitimate defense exceeds the necessary limit and causes undue damage, the person who defends himself shall bear appropriate civil liability.
Article 182 If damage is caused due to emergency evacuation, the person who caused the danger shall bear civil liability.
If the danger is caused by natural causes, the emergency evacuation person shall not bear civil liability and may be given appropriate compensation.
If emergency evacuation measures are inappropriate or exceed necessary limits, causing undue damage, the emergency evacuation person shall bear appropriate civil liability.
Article 183: If one is harmed due to protecting the civil rights and interests of others, the infringer shall bear civil liability, and the beneficiary may provide appropriate compensation. If there is no infringer, the infringer has escaped or is unable to bear civil liability, and the victim requests compensation, the beneficiary shall provide appropriate compensation.
Article 184 If the recipient is harmed due to the voluntary emergency rescue act, the rescuer shall not bear civil liability.
Article 185 Anyone who infringes upon the name, portrait, reputation, honor of heroes and martyrs, etc., and harms the public interests of society, shall bear civil liability.
Article 186 If one party’s breach of contract damages the other party’s personal rights and property rights, the injured party has the right to choose to request that the other party bear liability for breach of contract or liability for tort.
Article 187 If a civil subject shall bear civil liability, administrative liability and criminal liability for the same act, bearing administrative liability or criminal liability shall not affect the bearing of civil liability; if the property of the civil subject is insufficient to pay, priority shall be given to the civil liability. responsibility.
Chapter 9 Limitation of Action
Article 188 The statute of limitations for petitioning the People’s Court for protection of civil rights is three years. If the law provides otherwise, such provisions shall prevail.
The statute of limitations shall be calculated from the date when the right holder knows or should know that the right has been damaged and the obligor knows. If the law provides otherwise, such provisions shall prevail. However, if more than 20 years have passed since the date when the rights were damaged, the People’s Court will not grant protection. If there are special circumstances, the People’s Court may decide to extend the time based on the application of the right holder.
Article 189 If the parties agree to perform the same debt in installments, the statute of limitations shall be calculated from the expiration date of the last installment.
Article 190 The statute of limitations for a person without capacity for civil conduct or a person with limited capacity for civil conduct to make a claim against his or her legal agent shall be calculated from the date of termination of the legal agent.
Article 191 The statute of limitations for the right to claim compensation for sexual assault by a minor shall be calculated from the date when the victim reaches the age of 18.
Article 192 When the statute of limitations expires, the obligor may raise a defense of non-performance of obligations.
After the expiration of the statute of limitations, if the obligor agrees to perform, he may not use the expiration of the statute of limitations as a defense; if the obligor has performed voluntarily, he may not request return.
Article 193 The People’s Court shall not take the initiative to apply the statute of limitations.
Article 194 During the last six months of the statute of limitations, if the right to claim cannot be exercised due to the following obstacles, the statute of limitations shall be suspended:
(1) Force majeure;
(2) A person without capacity for civil conduct or a person with limited capacity for civil conduct has no legal representative, or the legal representative dies, loses capacity for civil conduct, or loses agency power;
(3) No heir or estate administrator has been determined after the inheritance begins;
(4) The right holder is controlled by the obligor or other persons;
(5) Other obstacles that prevent the rights holder from exercising the right to request.
The statute of limitations period expires six months after the reason for suspending the statute of limitations is eliminated.
Article 195 If any of the following circumstances occurs, the statute of limitations is interrupted, and the period of statute of limitations shall be recalculated from the time of interruption or the termination of the relevant proceedings:
(1) The obligee makes a request for performance to the obligor;
(2) The obligor agrees to perform the obligation;
(3) The right holder files a lawsuit or applies for arbitration;
(4) Other circumstances that have the same effect as filing a lawsuit or applying for arbitration.
Article 196 The following claims are not subject to the statute of limitations:
(1) Request to stop the infringement, remove obstacles, and eliminate danger;
(2) The right holder of real property rights and registered movable property rights requests the return of property;
(3) Request for payment of alimony, alimony or support;
(4) Other claims to which the statute of limitations does not apply according to law.
Article 197 The period, calculation method, and reasons for suspension and interruption of the statute of limitations shall be prescribed by law, and any agreement between the parties shall be invalid.
The party’s prior waiver of the benefit of statute of limitations is invalid.
Article 198 If the law has provisions on the statute of limitations for arbitration, those provisions shall prevail; if there is no provision, the provisions on the statute of limitations for litigation shall apply.
Article 199 The duration of rights such as the right to rescind or terminate as stipulated by law or agreed upon by the parties shall, unless otherwise provided by law, be calculated from the date when the right holder knew or should have known that the right arose, and the relevant statute of limitations shall not apply. Suspension, Interruption and Extension Provisions. At the expiration of the period of existence, the rights such as the right of revocation and the right of rescission are extinguished.
Chapter 10 Period Calculation
Article 200 The period referred to in the Civil Code is calculated according to the year, month, day and hour of the Gregorian calendar.
Article 201 If a period is calculated based on year, month and day, the starting day shall not be included in the calculation and shall be calculated from the next day.
If the period is calculated on an hourly basis, it shall be calculated from the time stipulated by law or agreed upon by the parties.
Article 202 If the period is calculated based on years and months, the corresponding day of the expiration month shall be the last day of the period; if there is no corresponding day, the last day of the month shall be the last day of the period.
Article 203 If the last day of the period is a statutory holiday, the day after the end of the statutory holiday shall be the last day of the period.
The cut-off time on the last day of the period is 24:00; if there are business hours, the time when business activities are stopped is the cut-off time.
Article 204 The calculation method of the period shall be in accordance with the provisions of this Law, unless otherwise provided by law or otherwise agreed upon by the parties.
Part Two: Property Rights
Part I General Principles
Chapter 1 General Provisions
Article 205 This section regulates civil relations arising from the ownership and utilization of things.
Article 206 The state adheres to and improves basic socialist economic systems such as public ownership as the mainstay and the coexistence of various forms of ownership, distribution according to work as the mainstay and the coexistence of various distribution methods, and the socialist market economic system.
The state consolidates and develops the public economy and encourages, supports and guides the development of the non-public economy.
The state implements a socialist market economy and guarantees the equal legal status and development rights of all market entities.
Article 207 The property rights of the state, collectives, private individuals and the property rights of other right holders shall be equally protected by law and shall not be infringed upon by any organization or individual.
Article 208 The establishment, change, transfer and elimination of real estate rights shall be registered in accordance with legal provisions. The establishment and transfer of property rights in animals shall be delivered in accordance with legal provisions.
Chapter 2 Establishment, Change, Transfer and Extinction of Property Rights
Section 1 Real Estate Registration
Article 209 The establishment, change, transfer and elimination of real estate rights shall be effective if registered in accordance with the law; without registration, they shall not be effective, except as otherwise provided by law.
The ownership of natural resources that belong to the state according to law does not need to be registered.
Article 210 Real estate registration shall be handled by the registration agency where the real estate is located.
The state implements a unified registration system for real estate. The scope, registration agency and registration methods of unified registration shall be stipulated by laws and administrative regulations.
Article 211 When a party applies for registration, it shall provide necessary materials such as ownership certificate and real estate address and area according to different registration items.
Article 212 The registration agency shall perform the following duties:
(1) Check the ownership certificate and other necessary materials provided by the applicant;
(2) Ask the applicant about relevant registration matters;
(3) Register relevant matters truthfully and promptly;
(4) Other duties stipulated in laws and administrative regulations.
If the relevant circumstances of the real estate applied for registration require further proof, the registration agency may require the applicant to supplement the materials and conduct an on-site inspection if necessary.
Article 213 Registration agencies shall not engage in the following acts:
(1) Requesting an appraisal of the real estate;
(2) Repeated registration in the name of annual inspection, etc.;
(3) Other behaviors beyond the scope of registration responsibilities.
Article 214 The establishment, change, transfer and elimination of real estate rights, which must be registered in accordance with legal provisions, shall become effective when recorded in the real estate registration book.
Article 215 A contract concerning the establishment, modification, transfer and elimination of real estate rights concluded between the parties shall, unless otherwise provided by law or otherwise agreed upon by the parties, be effective upon the establishment of the contract; if the property rights have not been registered, It does not affect the validity of the contract.
Article 216 The real estate registration book is the basis for the ownership and content of property rights.
The real estate register is managed by the registration agency.
Article 217 The real estate ownership certificate is proof that the obligee enjoys the property rights of the real estate. The matters recorded in the real estate ownership certificate shall be consistent with those in the real estate registration book; if the records are inconsistent, the real estate registration book shall prevail unless there is evidence to prove that there is an error in the real estate registration book.
Article 218 Obligees and interested parties may apply to inquire or copy real estate registration materials, and the registration agency shall provide them.
Article 219: Interested parties shall not disclose or illegally use the real estate registration information of the obligee.
Article 220 If the obligee or interested party believes that the matters recorded in the real estate registration book are wrong, they may apply for correction of registration. If the right holder recorded in the real estate registration book agrees in writing to the correction or there is evidence to prove that the registration is indeed wrong, the registration agency shall make the correction.
If the right holder recorded in the real estate registration book does not agree to the correction, the interested party may apply for objection registration. If the registration agency registers the objection and the applicant does not file a lawsuit within fifteen days from the date of registration of the objection, the registration of the objection will become invalid. If the objection registration is improper and causes damage to the right holder, the right holder may request damages from the applicant.
Article 221 When parties sign a house purchase and sale agreement or other real estate property rights agreement, in order to ensure the realization of property rights in the future, they may apply to the registration agency for advance notice registration as agreed. After the notice is registered, if the real estate is disposed of without the consent of the right holder of the notice registration, it will not have any real rights effect.
After the advance notice is registered, if the creditor’s rights are extinguished or if no application for registration is made within 90 days from the date when real estate registration is possible, the advance notice registration will become invalid.
Article 222 If the party concerned provides false materials to apply for registration and causes damage to others, he shall be liable for compensation.
If registration errors cause damage to others, the registration agency shall be liable for compensation. After the registration agency compensates, it can recover compensation from the person who caused the registration error.
Article 223 Real estate registration fees are charged on a per-unit basis and shall not be charged in proportion to the area, volume or price of the real estate.
Section 2 Delivery of Chattels
Article 224 The establishment and transfer of property rights in animals shall be effective upon delivery, unless otherwise provided by law.
Article 225 The establishment, change, transfer and elimination of property rights in ships, aircraft, motor vehicles, etc., without registration, may not be opposed to bona fide third parties.
Article 226 If the right holder has already taken possession of the movable property before the establishment and transfer of the property right in the movable, the property right shall become effective when the civil legal act takes effect.
Article 227 Before the establishment and transfer of property rights in a movable, if a third party takes possession of the movable, the person with the obligation to deliver may request the third party to return the original property through the transfer in lieu of delivery.
Article 228 When the property rights of a movable are transferred, and the parties agree that the transferor will continue to possess the movable property, the property rights shall take effect when the agreement takes effect.
Section 3 Other Provisions
Article 229 If a property right is established, changed, transferred or eliminated due to a legal document issued by a people’s court, an arbitration institution or an expropriation decision made by the people’s government, it shall take effect when the legal document or expropriation decision takes effect.
Article 230 If property rights are acquired through inheritance, they shall be effective from the beginning of the inheritance.
Article 231 If property rights are established or eliminated due to factual acts such as legal construction or demolition of houses, they shall become effective when the factual acts are completed.
Article 232 If the disposal of real estate rights enjoyed in accordance with the provisions of this section requires registration in accordance with legal provisions, without registration, the real rights will not be effective.
Chapter 3 Protection of Property Rights
Article 233 If property rights are infringed, the right holder may resolve the matter through reconciliation, mediation, arbitration, litigation, etc.
Article 234 If a dispute arises over the ownership and content of property rights, interested parties may request confirmation of rights.
Article 235 If the right holder does not have the right to possess real estate or movable property, the obligee may request the return of the original property.
Article 236 If the property rights are interfered with or may be interfered with, the right holder may request that the obstruction be eliminated or the danger eliminated.
Article 237: If real estate or personal property is damaged, the obligee may request for repair, redoing, replacement or restoration to its original condition in accordance with the law.
Article 238 If property rights are infringed upon and cause damage to the right holder, the right holder may request compensation for damages in accordance with the law, and may also request to bear other civil liabilities in accordance with the law.
Article 239 The property rights protection methods stipulated in this chapter may be applied individually or in combination depending on the circumstances in which the rights are infringed.
Subtitle II Ownership
Chapter 4 General Provisions
Article 240 The owner shall have the right to possess, use, benefit from and dispose of his real estate or movable property in accordance with the law.
Article 241 The owner has the right to establish usufruct rights and security interests in his or her real estate or movable property. The usufruct holder and the security right holder shall not infringe the rights and interests of the owner when exercising their rights.
Article 242: No organization or individual can acquire ownership of real estate and movable property exclusively owned by the state as stipulated by law.
Article 243: To meet the needs of public interests, collective-owned land and houses of organizations, individuals and other real estate may be expropriated in accordance with the authority and procedures prescribed by law.
When collectively owned land is expropriated, land compensation fees, resettlement subsidies, and compensation fees for rural villagers’ houses, other ground attachments, and young crops must be paid in full and in a timely manner in accordance with the law, and social security fees for the land-expropriated farmers must be arranged to ensure the safety and security of the land-expropriated farmers. livelihood and safeguard the legitimate rights and interests of farmers whose land has been expropriated.
When the houses and other real estate of organizations and individuals are expropriated, compensation for the expropriation shall be provided in accordance with the law to safeguard the legitimate rights and interests of the expropriated persons; when personal residences are expropriated, the living conditions of the expropriated persons shall also be guaranteed.
No organization or individual may embezzle, misappropriate, privately distribute, withhold, or default in collecting compensation fees and other fees.
Article 244 The state implements special protection for cultivated land, strictly restricts the conversion of agricultural land into construction land, and controls the total amount of construction land. Collectively owned land shall not be expropriated in violation of the authority and procedures prescribed by law.
Article 245 Due to emergency needs such as emergency relief, disaster relief, epidemic prevention and control, etc., the real estate or movable properties of organizations and individuals may be expropriated in accordance with the authority and procedures prescribed by law. After the expropriated real estate or movable property is used, it shall be returned to the expropriated person. If the real estate or personal property of an organization or individual is requisitioned or is damaged or lost after requisition, compensation shall be provided.
Chapter 5 State Ownership, Collective Ownership, and Private Ownership
Article 246: Property that is owned by the state as stipulated by law belongs to the state, that is, to the whole people.
State-owned property is owned by the State Council on behalf of the state. If the law provides otherwise, such provisions shall prevail.
Article 247 Mineral deposits, water flows, and sea areas belong to the state.
Article 248: Uninhabited islands are owned by the state, and the State Council exercises ownership of uninhabited islands on behalf of the state.
Article 249: Urban land belongs to the state. The land in rural areas and urban suburbs that the law stipulates belongs to the state belongs to the state.
Article 250: Forests, mountains, grasslands, wastelands, tidal flats and other natural resources are owned by the state, except those that are collectively owned by law.
Article 251: Wild animal and plant resources that are owned by the state as stipulated by law shall be owned by the state.
Article 252 Radio spectrum resources belong to the state.
Article 253 Cultural relics that are owned by the state as stipulated by law shall be owned by the state.
Article 254 National defense assets belong to the state.
Infrastructure such as railways, highways, electric power facilities, telecommunications facilities, and oil and gas pipelines, which are owned by the state in accordance with the law, belong to the state.
Article 255 State organs shall have the right to possess, use and dispose of the real estate and movables directly under their control in accordance with the law and relevant provisions of the State Council.
Article 256 Public institutions organized by the state shall have the right to possess, use, profit from and dispose of the real estate and movable property directly under their control in accordance with the law and relevant provisions of the State Council.
Article 257 For enterprises funded by the state, the State Council and local people’s governments shall perform the investor’s duties on behalf of the state in accordance with laws and administrative regulations and enjoy the rights and interests of investors.
Article 258: State-owned property is protected by law, and any organization or individual is prohibited from misappropriating, looting, privately dividing, intercepting, or destroying it.
Article 259 Agencies and their staff that perform state-owned property management and supervision responsibilities shall strengthen the management and supervision of state-owned property in accordance with the law, promote the preservation and appreciation of state-owned property, and prevent losses to state-owned property; abuse of power, dereliction of duty, resulting in If state-owned property is damaged, legal liability shall be borne in accordance with the law.
Anyone who violates state-owned property management regulations, transfers at a low price, conspires to divide privately, guarantees without authorization, or otherwise causes losses to state-owned property during enterprise restructuring, mergers and divisions, related transactions, etc. shall bear legal liability in accordance with the law.
Article 260 Collectively owned real estate and movable properties include:
(1) Land and forests, mountains, grasslands, wastelands, and tidal flats that are collectively owned by law;
(2) Collectively owned buildings, production facilities, and farmland water conservancy facilities;
(3) Collectively owned educational, scientific, cultural, health, sports and other facilities;
(4) Other collectively owned real estate and movable properties.
Article 261 The real estate and movable property owned by farmers’ collectives shall be collectively owned by the members of the collective.
The following matters shall be decided by the members of the class in accordance with legal procedures:
(1) Land contracting plans and land contracting to organizations or individuals outside the collective;
(2) Adjustment of contracted land between individual land contract management rights holders;
(3) Methods for the use and distribution of land compensation fees and other expenses;
(4) Changes in ownership of collectively funded enterprises and other matters;
(5) Other matters stipulated by law.
Article 262: Ownership of collectively owned land, forests, mountains, grasslands, wasteland, tidal flats, etc. shall be exercised in accordance with the following provisions:
(1) If it is collectively owned by village farmers, the village collective economic organization or village committee shall exercise ownership on behalf of the collective in accordance with the law;
(2) If it is collectively owned by two or more farmers in the village, the collective economic organization or villager group in the village shall exercise ownership on behalf of the collective in accordance with the law;
(3) If it is collectively owned by township farmers, the township collective economic organization shall exercise ownership on behalf of the collective.
Article 263: The collective’s rights to possess, use, benefit from and dispose of real estate and movable property owned by urban collectives in accordance with the provisions of laws and administrative regulations.
Article 264 Rural collective economic organizations or villagers’ committees or villagers’ groups shall announce the status of collective property to members of the collective in accordance with laws, administrative regulations, charters, and village rules and regulations. Collective members have the right to inspect and copy relevant information.
Article 265: Collectively owned property is protected by law, and any organization or individual is prohibited from misappropriating, looting, privately dividing, or destroying it.
If a decision made by a rural collective economic organization, village committee or its leader infringes upon the legitimate rights and interests of collective members, the infringed collective members may request the people’s court to revoke the decision.
Article 266 Private individuals have ownership rights to their lawful income, houses, daily necessities, production tools, raw materials and other real and movable properties.
Article 267 Private legal property is protected by law, and any organization or individual is prohibited from appropriating, looting, or destroying it.
Article 268 The state, collectives and private individuals may invest in the establishment of limited liability companies, joint stock companies or other enterprises in accordance with the law. When real estate or movable property owned by the state, collectives, or private individuals is invested in an enterprise, the investor shall enjoy the rights and perform obligations such as asset income, major decision-making, and selection of managers according to the agreement or the proportion of capital contribution.
Article 269: For-profit legal persons have the right to possess, use, benefit from and dispose of their real estate and movable properties in accordance with laws, administrative regulations and articles of association.
For legal persons other than profit-making legal persons, the relevant laws, administrative regulations and articles of association shall apply to the rights to their real estate and movable assets.
Article 270: The real estate and movable property owned by social group legal persons and donor legal persons in accordance with the law shall be protected by law.
Chapter 6 Owner’s Differentiated Ownership of Buildings
Article 271 The owner shall have ownership of the exclusive parts such as residences and commercial buildings in the building, and shall have the right to share and jointly manage the common parts other than the exclusive parts.
Article 272 The owner shall have the right to possess, use, benefit from and dispose of the exclusive parts of his building. The owner shall not endanger the safety of the building or damage the legitimate rights and interests of other owners when exercising their rights.
Article 273 The owner shall enjoy rights and assume obligations for the common parts of the building other than the exclusive parts; he shall not refuse to perform his obligations on the grounds of giving up his rights.
When an owner transfers the residential or commercial buildings in the building, his rights to co-ownership and joint management of the shared parts are also transferred.
Article 274: Roads within building zones are owned by the owners, except for urban public roads. Green spaces within building zones belong to the owners, except those that belong to urban public green spaces or that are expressly owned by individuals. Other public places, public facilities and property service buildings within the building zone belong to the owners.
Article 275 Within the building area, the ownership of parking spaces and garages planned for parking cars shall be agreed upon by the parties through sale, donation, or leasing.
Parking spaces used for parking cars on roads or other sites shared by the owners belong to the owners.
Article 276 Within the building zone, parking spaces and garages planned for parking cars shall first meet the needs of the owners.
Article 277 Owners may establish an owners’ meeting and elect an owners’ committee. The specific conditions and procedures for the establishment of the owners’ meeting and the owners’ committee shall be in accordance with the provisions of laws and regulations.
Relevant departments of the local people’s government and residents’ committees shall provide guidance and assistance in establishing owners’ meetings and electing owners’ committees.
Article 278 The following matters shall be jointly decided by the owners:
(1) Formulate and modify the rules of procedure of the owners’ meeting;
(2) Formulate and modify management regulations;
(3) Elect the owners committee or replace the members of the owners committee;
(4) Select, hire and fire property service companies or other managers;
(5) Use of maintenance funds for buildings and ancillary facilities;
(6) Raise funds for the maintenance of buildings and ancillary facilities;
(7) Renovate and rebuild buildings and ancillary facilities;
(8) Change the use of the jointly owned part or use the jointly owned part to engage in business activities;
(9) Other major matters related to shared and joint management rights.
For matters decided jointly by the owners, the owners who account for more than two-thirds of the exclusive area and more than two-thirds of the total number of owners shall participate in the voting. Decisions on matters specified in Items 6 to 8 of the preceding paragraph shall be subject to the consent of more than three-quarters of the owners of the exclusive area who participate in the voting and more than three-quarters of the number of owners who participate in the voting. Decisions on other matters in the preceding paragraph shall be subject to the consent of more than half of the owners of the exclusive area who participate in the voting and more than half of the owners who participate in the voting.
Article 279: Owners shall not violate laws, regulations and management regulations by converting residences into commercial buildings. If an owner changes a residence into a commercial building, in addition to complying with laws, regulations and management regulations, the owner must obtain the unanimous consent of all interested owners.
Article 280 The decision of the owners’ meeting or the owners’ committee shall be legally binding on the owners.
If a decision made by the owners’ meeting or the owners’ committee infringes upon the legitimate rights and interests of the owners, the infringed owners may request the People’s Court to revoke the decision.
Article 281 The maintenance funds of the building and its ancillary facilities belong to the owners jointly. Upon mutual decision by the owners, it can be used for the repair, renewal and renovation of common parts such as elevators, roofs, exterior walls, and barrier-free facilities. The collection and use of maintenance funds for buildings and ancillary facilities should be announced regularly.
If it is necessary to repair a building and its ancillary facilities in an emergency, the owners’ meeting or owners’ committee may apply for the use of maintenance funds for the building and its ancillary facilities in accordance with the law.
Article 282 The income generated by the construction unit, property service company or other managers from the owner’s jointly owned part shall belong to the owner’s jointly owned part after deducting reasonable costs.
Article 283: If there is an agreement on the cost sharing, income distribution and other matters of the building and its ancillary facilities, the agreement shall be followed; if there is no agreement or the agreement is unclear, the proportion of the area occupied by the owner’s exclusive part shall be determined.
Article 284 Owners can manage the building and its ancillary facilities by themselves, or they can entrust a property service company or other manager to manage it.
The owner has the right to replace the property service company or other manager hired by the construction unit in accordance with the law.
Article 285 Property service enterprises or other managers shall manage the buildings and their ancillary facilities within the construction zone in accordance with the provisions of Part III of this Law on property service contracts upon entrustment by the owners, accept the supervision of the owners, and promptly provide Respond to inquiries from property owners regarding property services.
Property service companies or other managers shall implement emergency response measures and other management measures implemented by the government in accordance with the law, and actively cooperate in carrying out relevant work.
Article 286 Owners shall abide by laws, regulations and management protocols, and relevant behaviors shall comply with the requirements of conserving resources and protecting the ecological environment. For property service companies or other managers to implement emergency response measures and other management measures implemented by the government in accordance with the law, owners shall cooperate in accordance with the law.
The owners’ meeting or owners’ committee has the right to act in accordance with laws, regulations and management regulations against any behavior that harms the legitimate rights and interests of others, such as arbitrarily discarding garbage, emitting pollutants or noise, raising animals in violation of regulations, building illegally, encroaching on passages, refusing to pay property fees, etc. Request the perpetrator to stop the infringement, eliminate obstacles, eliminate danger, restore the original status, and compensate for losses.
If the owner or other actor refuses to perform relevant obligations, the relevant parties may report or complain to the relevant administrative departments, and the relevant administrative departments shall handle it in accordance with the law.
Article 287 Owners have the right to demand that construction units, property service companies or other managers and other owners bear civil liability for acts that infringe upon their legitimate rights and interests.
Chapter 7 Adjacent Relationship
Article 288 Neighboring rights holders of real estate shall correctly handle neighboring relationships in accordance with the principles of conducive production, convenience of life, solidarity and mutual assistance, fairness and reasonableness.
Article 289 If laws and regulations have provisions on the handling of adjacent relationships, those provisions shall prevail; if laws and regulations do not provide for them, local customs may be followed.
Article 290: Real estate rights holders shall provide necessary facilities for water and drainage for neighboring rights holders.
The utilization of natural flowing water shall be reasonably distributed among adjacent rights holders of the real estate. When discharging natural water, the natural flow direction should be respected.
Article 291: Real estate rights holders shall provide necessary conveniences to neighboring rights holders who must use their land due to traffic, etc.
Article 292 If the real estate owner must use adjacent land or buildings for construction or repair of buildings or laying of wires, cables, water pipes, heating and gas pipelines, etc., the owner of the land or building shall provide the necessary convenience.
Article 293 The construction of buildings shall not violate the relevant national engineering construction standards, and shall not hinder the ventilation, lighting and sunshine of adjacent buildings.
Article 294 Real estate rights holders shall not dispose of solid waste in violation of state regulations or emit air pollutants, water pollutants, soil pollutants, noise, optical radiation, electromagnetic radiation and other harmful substances.
Article 295: Real estate rights holders shall not endanger the safety of adjacent real estate by excavating land, constructing buildings, laying pipelines, installing equipment, etc.
Article 296 If a real estate owner uses adjacent real estate for water, drainage, traffic, laying pipelines, etc., he shall try to avoid causing damage to the adjacent real estate owner.
Chapter 8 Shared
Article 297 Real estate or movable property may be shared by two or more organizations or individuals. Common ownership includes tenancy in shares and tenancy in common.
Article 298: Co-owners shall have ownership rights to jointly owned real estate or movable property according to their shares.
Article 299 Co-owners jointly enjoy ownership of the jointly owned real estate or movable property.
Article 300: Co-owners manage jointly owned real estate or chattels in accordance with the agreement; if there is no agreement or the agreement is unclear, each co-owner has the right and obligation to manage it.
Article 301 To dispose of a jointly owned real estate or movable property and to make major repairs or change the nature or use of a jointly owned real estate or movable property, the consent of the co-owners who account for more than two-thirds of the share or all the joint owners must be obtained. However, unless otherwise agreed between the co-owners.
Article 302: If the co-owners have an agreement on the management expenses and other burdens of the common property, the agreement shall prevail; if there is no agreement or the agreement is unclear, the co-owners shall bear the costs according to their shares, and the co-owners shall bear the burden jointly.
Article 303 If the co-owners agree not to divide the jointly owned real estate or chattel in order to maintain the co-ownership relationship, the agreement shall be followed. However, if the co-owners have major reasons to divide, they may request division; if there is no agreement or the agreement is unclear, the agreement shall be followed. Co-owners can request partition at any time, and joint owners can request partition when the basis for joint ownership is lost or there are major reasons for partition. If the division causes damage to other co-owners, compensation shall be paid.
Article 304 The co-owners may negotiate to determine the method of division. If an agreement cannot be reached and the jointly owned real estate or movable property can be divided and the value will not be reduced due to division, the physical property shall be divided; if it is difficult to divide or the value will be reduced due to division, the price obtained by discount, auction or sale shall be divided.
If the real estate or movables obtained by a co-owner’s division is defective, the other co-owners shall share the losses.
Article 305: A co-owner may transfer his or her share of the jointly owned real estate or movable property. Other co-owners have the right of first refusal under the same conditions.
Article 306 If a co-owner transfers his or her share of the jointly owned real estate or movable property, he or she shall promptly notify the other co-owners of the transfer conditions. Other co-owners shall exercise their right of first refusal within a reasonable period.
If two or more other co-owners claim to exercise the right of preemption, they shall negotiate to determine their respective purchase proportions; if the negotiation fails, the right of preemption shall be exercised in accordance with the proportion of their respective co-ownership shares at the time of transfer.
Article 307: For claims and debts arising from jointly owned real estate or chattels, in terms of external relations, the co-owners enjoy joint claims and bear joint debts, but the law provides otherwise or the third party knows that the co-owners do not have joint claims and debts. Except for the internal relationship between co-owners, unless otherwise agreed by the co-owners, the co-owners shall enjoy the creditor’s rights and bear the debts according to their shares, and the co-owners shall jointly enjoy the creditor’s rights and bear the debts. A co-owner who repays debts in excess of his or her share shall have the right to seek repayment from other co-owners.
Article 308 If the co-owners do not agree that the shared real estate or movable property should be shared by shares or jointly owned, or the agreement is unclear, unless the co-owners have family relationships, etc., it will be deemed to be shared by shares.
Article 309: If there is no agreement or the agreement is unclear about the share of the jointly owned real estate or chattel enjoyed by the co-owners, it shall be determined based on the amount of capital contribution; if the amount of capital contribution cannot be determined, it shall be deemed to be enjoyed in equal shares.
Article 310 If two or more organizations or individuals jointly enjoy usufruct rights or security rights, the relevant provisions of this chapter shall apply with reference.
Chapter 9 Special Provisions on Acquisition of Ownership
Article 311 If the person without the right to distribute real estate or movable property transfers it to the transferee, the owner has the right to recover it; unless otherwise provided by law, if the following circumstances are met, the transferee shall obtain the real estate or movable property. ownership:
(1) The transferee acted in good faith when transferring the real estate or movable property;
(2) Transfer at a reasonable price;
(3) The transferred real estate or movable property that should be registered in accordance with legal provisions has been registered, or the transferred real estate or movable property that does not need to be registered has been delivered to the transferee.
If the transferee acquires the ownership of real estate or movable property in accordance with the provisions of the preceding paragraph, the original owner shall have the right to request compensation for damages from the person without the right to dispose of the property.
If the parties acquire other property rights in good faith, the provisions of the preceding two paragraphs shall apply with reference.
Article 312 The owner or other rights holder has the right to recover the lost property. If the lost property is possessed by another person through transfer, the obligee has the right to request damages from the person without the right to dispose of it, or to request the return of the original property from the transferee within two years from the date he knew or should have known the transferee; however, the transferee shall If a person purchases the lost property through auction or from a qualified operator, the obligee shall pay the fees paid by the transferee when requesting the return of the original property. After paying the fees to the assignee, the right holder has the right to recover compensation from the non-disposable right holder.
Article 313: After the transferee in good faith acquires the movable property, the original rights in the movable property are extinguished. However, this is excepted if the transferee in good faith knew or should have known about the right at the time of transfer.
Article 314 If a lost property is found, it shall be returned to the right holder. The person who finds it should promptly notify the right holder to collect it, or deliver it to the public security and other relevant departments.
Article 315: If the relevant departments receive the lost property and know the right holder, they shall promptly notify them to claim it; if they do not know it, they shall issue a claim announcement in a timely manner.
Article 316 The finder shall properly keep the lost property before it is delivered to the relevant departments, and the relevant departments shall take good care of the lost property before it is collected. Anyone who causes damage or loss of lost property due to intention or gross negligence shall bear civil liability.
Article 317 When collecting a lost property, the obligee shall pay the finder or the relevant department the necessary expenses for keeping the lost property and other expenses.
If the right holder offers a reward to find a lost property, he or she must perform his or her obligations as promised when collecting the lost property.
If the finder misappropriates the lost property, he has no right to claim the expenses incurred in keeping the lost property, nor does he have the right to require the obligee to perform his obligations as promised.
Article 318 If a lost property remains unclaimed within one year from the date of issuance of the announcement, it shall be owned by the state.
Article 319: If drifting objects are found, buried objects or hidden objects are found, the relevant provisions on found lost objects shall apply with reference to the relevant regulations. If the law provides otherwise, such provisions shall prevail.
Article 320 If the principal property is transferred, the accessory property shall be transferred along with the principal property, unless otherwise agreed upon by the parties.
Article 321 Natural fruits shall be obtained by the owner; if there is both an owner and a usufructuary right holder, the natural interest shall be obtained by the usufructuary right holder. The parties have agreed otherwise, in accordance with its agreement.
Legal interest shall be obtained in accordance with the agreement if there is an agreement between the parties; if there is no agreement or the agreement is unclear, the interest shall be obtained in accordance with transaction customs.
Article 322 The ownership of things resulting from processing, attachment, and mixing shall be governed by the agreement if there is an agreement; if there is no agreement or the agreement is unclear, the legal provisions shall apply; if there is no provision by law, the ownership of the thing shall be fully utilized. effectiveness and the principle of protecting innocent parties. If damage is caused to the other party due to one party’s fault or the ownership of the property, compensation or compensation shall be provided.
Part III Usufruct rights
Chapter 10 General Provisions
Article 323: The usufruct holder shall have the right to possess, use and benefit from the real estate or movable property owned by others in accordance with the law.
Article 324 Organizations and individuals may possess, use and benefit from natural resources owned by the state or owned by the state for collective use or collectively owned by law.
Article 325: The state implements a system of paid use of natural resources, except where otherwise provided by law.
Article 326: When exercising their rights, holders of usufruct rights shall abide by legal provisions on the protection and rational development and utilization of resources and the protection of the ecological environment. The owner shall not interfere with the usufruct holder’s exercise of rights.
Article 327 If the usufruct right is extinguished or the exercise of the usufruct right is affected due to the expropriation or expropriation of real estate or movable property, the holder of the usufruct right shall have the right to comply with Articles 243 and 244 of this Law. Obtain corresponding compensation according to the provisions of Article 15.
Article 328: The right to use sea areas obtained in accordance with the law shall be protected by law.
Article 329: Prospecting rights, mining rights, water abstraction rights and the right to use waters and tidal flats for farming and fishing obtained in accordance with the law shall be protected by law.
Chapter 11 Land Contract Management Rights
Article 330 Rural collective economic organizations implement a two-tier management system based on household contract management and combining unified management with decentralized management.
Farmland, forestland, grassland and other agricultural land owned collectively by farmers and owned by the state and used by farmers collectively shall be subject to a land contract management system in accordance with the law.
Article 331: Land contract management rights holders have the right to possess, use and benefit from their contracted farmland, forestland, grassland, etc. in accordance with the law, and have the right to engage in agricultural production such as planting, forestry, and animal husbandry.
Article 332 The contract period for cultivated land is thirty years. The contract period for grassland is thirty to fifty years. The contract period for forest land ranges from thirty to seventy years.
When the contract period specified in the preceding paragraph expires, the land contract management right holder shall continue to contract in accordance with the legal provisions on rural land contracting.
Article 333 The land contract management right is established when the land contract management right contract comes into effect.
The registration agency shall issue land contract management rights certificates, forest rights certificates and other certificates to the land contract management rights holders, and register them to confirm the land contract management rights.
Article 334 The holder of the land contract management right shall have the right to exchange or transfer the land contract management right in accordance with the provisions of the law. Contracted land shall not be used for non-agricultural construction without legal approval.
Article 335 If the land contract management rights are exchanged or transferred, the parties concerned may apply to the registration agency for registration; without registration, they may not confront a bona fide third party.
Article 336 The contractor shall not adjust the contracted location during the contract period.
If the contracted cultivated land and grassland need to be appropriately adjusted due to special circumstances such as natural disasters that severely damage the contracted land, this should be done in accordance with the legal provisions on rural land contracting.
Article 337 The contractor shall not take back the contracted land during the contract period. If the law provides otherwise, such provisions shall prevail.
Article 338 If the contracted land is expropriated, the holder of the land contract management right shall have the right to obtain corresponding compensation in accordance with the provisions of Article 243 of this Law.
Article 339 The holder of the land contract management right may decide independently to transfer the land management right to others by leasing, buying shares or other means in accordance with the law.
Article 340: Land management rights holders have the right to occupy rural land within the period agreed in the contract, independently carry out agricultural production and operations and obtain profits.
Article 341 Land management rights with a transfer period of more than five years shall be established when the transfer contract takes effect. The parties concerned may apply to the registration agency for registration of land management rights; without registration, they may not confront a bona fide third party.
Article 342: If rural land is contracted through bidding, auction, public negotiation, etc., and the ownership certificate is obtained after legal registration, the land management rights may be transferred by leasing, buying shares, mortgaging or other methods in accordance with the law.
Article 343: Where state-owned agricultural land is subject to contract management, the relevant provisions of this part shall apply with reference.
Chapter 12 Construction Land Use Rights
Article 344: Construction land use rights holders have the right to possess, use and benefit from state-owned land in accordance with the law, and have the right to use the land to construct buildings, structures and ancillary facilities.
Article 345 The right to use construction land can be established on the surface, above ground or underground of the land.
Article 346: The establishment of construction land use rights shall comply with the requirements of conserving resources and protecting the ecological environment, comply with the provisions of laws and administrative regulations on land use, and shall not damage the usufructuary rights that have been established.
Article 347 The right to use construction land can be established through transfer or allocation.
Commercial land for industry, commerce, tourism, entertainment, commercial housing, etc., and those with two or more intended land users for the same land, shall adopt public bidding methods such as bidding and auction to transfer the land.
Strictly restrict the establishment of construction land use rights through allocation.
Article 348: Where construction land use rights are established through bidding, auction, agreement or other transfer methods, the parties shall enter into a construction land use right transfer contract in written form.
Construction land use right transfer contracts generally include the following terms:
(1) Name and address of the party concerned;
(2) Land boundary, area, etc.;
(3) The space occupied by buildings, structures and their ancillary facilities;
(4) Land use and planning conditions;
(5) The term of construction land use rights;
(6) Transfer fees and other fees and their payment methods;
(7) Methods for resolving disputes.
Article 349: Where the right to use construction land is established, an application for registration of the right to use land for construction shall be made to the registration agency. The right to use construction land is established upon registration. The registration agency shall issue ownership certificates to the holders of construction land use rights.
Article 350: Construction land use rights holders shall make reasonable use of the land and shall not change the land use; if the land use needs to be changed, it must be approved by the relevant administrative departments in accordance with the law.
Article 351: Construction land use rights holders shall pay transfer fees and other fees in accordance with legal provisions and contract stipulations.
Article 352 The ownership of buildings, structures and ancillary facilities constructed by the construction land use right holder shall belong to the construction land use right holder, unless there is evidence to the contrary.
Article 353 The holder of the right to use construction land has the right to transfer, exchange, contribute capital, donate or mortgage the right to use construction land, except as otherwise provided by law.
Article 354 If the right to use construction land is transferred, exchanged, contributed, donated or mortgaged, the parties shall enter into a corresponding contract in writing. The term of use shall be agreed upon by the parties, but shall not exceed the remaining term of the construction land use right.
Article 355 If the right to use construction land is transferred, exchanged, invested or donated, an application for change registration shall be made to the registration agency.
Article 356: If the right to use construction land is transferred, exchanged, funded or donated, the buildings, structures and ancillary facilities attached to the land shall be disposed of together.
Article 357 If a building, structure and its ancillary facilities are transferred, exchanged, funded or donated, the construction land use rights within the scope occupied by the building, structure and ancillary facilities shall be disposed of together.
Article 358 Before the expiration of the right to use construction land, if the land needs to be recovered early due to public interests, compensation shall be provided for the houses and other real estate on the land in accordance with the provisions of Article 243 of this Law. and refund the corresponding transfer fee.
Article 359: When the term of the land use right for residential construction expires, it will be automatically renewed. The payment or reduction of renewal fees shall be handled in accordance with the provisions of laws and administrative regulations.
The renewal of non-residential construction land use rights after expiration shall be handled in accordance with legal provisions. If there is an agreement on the ownership of the houses and other real estate on the land, the agreement shall be followed; if there is no agreement or the agreement is unclear, the ownership shall be in accordance with the provisions of laws and administrative regulations.
Article 360: If the right to use construction land is extinguished, the transferor shall promptly handle deregistration. The registration agency shall withdraw the ownership certificate.
Article 361 If collectively owned land is used for construction, it shall be handled in accordance with the legal provisions on land management.
Chapter 13 Homestead Use Rights
Article 362: Homestead land use rights holders have the right to occupy and use collectively owned land in accordance with the law, and have the right to use the land to build residences and ancillary facilities in accordance with the law.
Article 363: The acquisition, exercise and transfer of homestead use rights shall be subject to land management laws and relevant national regulations.
Article 364: If the homestead is lost due to natural disasters or other reasons, the right to use the homestead shall be extinguished. For villagers who have lost their homesteads, their homesteads should be redistributed in accordance with the law.
Article 365: If the registered right to use homestead land is transferred or eliminated, the registration change or deregistration must be processed in a timely manner.
Chapter 14 Right of Residence
Article 366: The holder of the residence right has the right to enjoy the usufructuary right to occupy and use the residence of others in accordance with the contract to meet the needs of living and residence.
Article 367 To establish a right of residence, the parties concerned shall enter into a contract for the right of residence in writing.
Residency contracts generally include the following terms:
(1) The name or address of the party concerned;
(2) The location of the residence;
(3) Residence conditions and requirements;
(4) Duration of residence right;
(5) Methods for resolving disputes.
Article 368 The right of residence is established free of charge, unless otherwise agreed upon by the parties. If the right of residence is established, an application for registration of the right of residence shall be made to the registration agency. The right of residence is established upon registration.
Article 369: The right of residence shall not be transferred or inherited. Residences for which residence rights have been established shall not be rented out, unless otherwise agreed upon by the parties.
Article 370: When the term of the right of residence expires or the owner of the right of residence dies, the right of residence shall be extinguished. If the right of residence is extinguished, deregistration must be processed in a timely manner.
Article 371: Where the right of residence is established in the form of a will, the relevant provisions of this chapter shall apply with reference.
Chapter 15 Easements
Article 372 The easement holder has the right to use other people’s real estate in accordance with the contract to improve the benefits of his own real estate.
As mentioned in the preceding paragraph, other people’s real estate is called servitude land, and one’s own real estate is servitude land.
Article 373: To establish an easement, the parties shall enter into an easement contract in writing.
Easement contracts generally include the following provisions:
(1) The name or address of the party concerned;
(2) The location of the servitude land and the servitude land;
(3) Purpose and method of use;
(4) The term of the easement;
(5) Fees and payment methods;
(6) Methods for resolving disputes.
Article 374 An easement is established when the easement contract takes effect. If the parties request registration, they may apply to the registration agency for easement registration; without registration, they may not confront a bona fide third party.
Article 375: The holder of the servient land shall, in accordance with the contract, allow the easement holder to use its real estate and shall not hinder the easement holder from exercising his rights.
Article 376 The easement holder shall use the servitude land in accordance with the purpose and method of use stipulated in the contract, and try to minimize restrictions on the property rights of the servient land rights holder.
Article 377 The term of the easement shall be agreed upon by the parties; however, it shall not exceed the remaining term of usufructuary rights such as land contract management rights and construction land use rights.
Article 378 If a land owner enjoys an easement or a burden easement, and when establishing land contract management rights, homestead use rights and other usufruct rights, the usufruct right holder shall continue to enjoy or burden the land that has been established. Easement.
Article 379: Where usufructuary rights such as land contract management rights, construction land use rights, and homestead use rights have been established on the land, the land owner shall not establish easements without the consent of the usufruct owner.
Article 380 The easement shall not be transferred individually. When land contract management rights, construction land use rights, etc. are transferred, the easement shall be transferred together, unless otherwise agreed in the contract.
Article 381 An easement shall not be mortgaged alone. If the land management rights, construction land use rights, etc. are mortgaged, the easement will be transferred together when the mortgage rights are realized.
Article 382 When the servitude land and the land contract management rights, construction land use rights and other parts of the servitude land are transferred, if the transferred part involves an easement, the transferee shall also enjoy the easement.
Article 383: When the servient land and the land contract management rights, construction land use rights and other parts of the servient land are transferred, if the transferred part involves an easement, the easement shall be legally binding on the transferee.
Article 384 If the easement holder has any of the following circumstances, the servient land obligee has the right to terminate the easement contract and the easement will be extinguished:
(1) Violate legal provisions or contractual agreements and abuse easements;
(2) For paid use of servitude land, after the expiration of the agreed payment period, the fee has not been paid after two reminders within a reasonable period.
Article 385 If a registered easement is changed, transferred or eliminated, the change registration or deregistration shall be processed in a timely manner.
Part IV Security Interests
Chapter 16 General Provisions
Article 386: When the debtor fails to perform its due debts or the situation agreed by the parties to realize the security rights occurs, the security holder shall have priority in receiving payment for the secured property in accordance with the law, unless otherwise provided by law.
Article 387 If a creditor needs a guarantee to ensure the realization of its creditor’s rights in civil activities such as lending, buying and selling, it may establish security interests in accordance with the provisions of this Law and other laws.
If a third party provides a guarantee for the debtor to the creditor, it may require the debtor to provide a counter guarantee. Counter guarantee shall be governed by the provisions of this Law and other laws.
Article 388 To establish a security right, a security contract shall be concluded in accordance with the provisions of this Law and other laws. Guarantee contracts include mortgage contracts, pledge contracts and other contracts with guarantee functions. The guarantee contract is a subordinate contract to the main creditor’s rights and debts contract. If the principal creditor’s rights and debt contract is invalid, the guarantee contract shall be invalid, except as otherwise provided by law.
After the guarantee contract is confirmed to be invalid, if the debtor, guarantor and creditor are at fault, they shall each bear corresponding civil liability based on their faults.
Article 389 The scope of security for security rights includes the principal creditor’s right and its interest, liquidated damages, damages, costs of keeping the guaranteed property and realizing the security rights. The parties have agreed otherwise, in accordance with its agreement.
Article 390 During the guarantee period, if the guaranteed property is damaged, lost or expropriated, the holder of the guaranteed property may have priority in receiving compensation from the insurance money, compensation money or compensation money received. If the performance period for the guaranteed creditor’s rights has not expired, the insurance money, compensation money or compensation money, etc. may also be withdrawn.
Article 391 If a third party provides a guarantee and the creditor allows the debtor to transfer all or part of the debt without its written consent, the guarantor will no longer bear the corresponding guarantee liability.
Article 392 If the guaranteed creditor’s rights are guaranteed by both physical and human guarantees, and the debtor fails to perform the due debt or the circumstances agreed by the parties to realize the security rights occur, the creditor shall realize the creditor’s rights in accordance with the agreement; there is no agreement or agreement It is not clear that if the debtor himself provides a security for the property, the creditor shall first realize his claim on the security of the property; if a third party provides a security for the property, the creditor may realize his claim on the security of the property or request the guarantor to bear the guarantee liability. After the third party providing the guarantee assumes the guarantee liability, it has the right to recover from the debtor.
Article 393: If any of the following circumstances occurs, the security right will be extinguished:
(1) The principal creditor’s rights are extinguished;
(2) Realization of security rights;
(3) The creditor gives up its security rights;
(4) Other circumstances under which the security rights are extinguished as stipulated by law.
Chapter 17 Mortgage Rights
Section 1 General Mortgage Rights
Article 394 In order to guarantee the performance of debts, if the debtor or a third party does not transfer the possession of the property and mortgages the property to the creditor, and the debtor fails to perform the due debt or the circumstances agreed by the parties to realize the mortgage rights occur, the creditor shall have The right to receive compensation first for the property.
The debtor or third party specified in the preceding paragraph is the mortgagor, the creditor is the mortgagee, and the property providing guarantee is the mortgaged property.
Article 395 The following properties that the debtor or a third party has the right to dispose of may be mortgaged:
(1) Buildings and other land attachments;
(2) Construction land use rights;
(3) Right to use sea areas;
(4) Production equipment, raw materials, semi-finished products, and products;
(5) Buildings, ships, and aircraft under construction;
(6) Transportation tools;
(7) Other properties not prohibited from mortgage by laws and administrative regulations.
The mortgagor may mortgage the properties listed in the preceding paragraph together.
Article 396 Enterprises, individual industrial and commercial households, and agricultural producers and operators may mortgage existing and future production equipment, raw materials, semi-finished products, and products if the debtor fails to pay due debts or the realization of the mortgage rights as agreed by the parties occurs. In such circumstances, the creditor shall have the right to receive priority payment for the movable property at the time when the mortgaged property is determined.
Article 397 If a building is mortgaged, the construction land use rights within the area occupied by the building shall also be mortgaged. If the right to use construction land is mortgaged, the buildings on the land will also be mortgaged.
If the mortgagor fails to mortgage all properties in accordance with the provisions of the preceding paragraph, the unmortgaged properties shall be deemed to be mortgaged together.
Article 398 The construction land use rights of township and village enterprises shall not be mortgaged individually. If the factories and other buildings of township and village enterprises are mortgaged, the construction land use rights within the scope of their occupation shall also be mortgaged.
Article 399 The following properties shall not be mortgaged:
(1) Land ownership;
(2) The use rights of collectively-owned land such as homesteads, private land, private hills, etc., except those that can be mortgaged according to the law;
(3) Educational facilities, medical and health facilities and other public welfare facilities of schools, kindergartens, medical institutions and other non-profit legal persons established for public welfare purposes;
(4) Property whose ownership and use rights are unknown or in dispute;
(5) Property that has been sealed up, detained, or supervised in accordance with the law;
(6) Other properties that are not allowed to be mortgaged according to laws and administrative regulations.
Article 400 To establish a mortgage right, the parties shall enter into a mortgage contract in writing.
Mortgage contracts generally include the following terms:
(1) The type and amount of the guaranteed creditor’s rights;
(2) The time limit for the debtor to perform its debts;
(3) The name, quantity, etc. of the mortgaged property;
(4) Scope of guarantee.
Article 401: If the mortgagee agrees with the mortgagor before the expiration of the debt performance period that the mortgaged property will belong to the creditor if the debtor fails to pay the due debt, he can only receive priority in repayment of the mortgaged property in accordance with the law.
Article 402 If the property specified in Items 1 to 3 of Paragraph 1 of Article 395 of this Law or the building under construction specified in Item 5 of Article 395 of this Law is mortgaged, the mortgage registration shall be carried out. The mortgage right is established upon registration.
Article 403: If chattels are mortgaged, the mortgage right shall be established when the mortgage contract takes effect; without registration, the mortgage rights shall not be used against bona fide third parties.
Article 404 If a movable property is mortgaged, it shall not be opposed to a buyer who has paid a reasonable price and obtained the mortgaged property during normal business activities.
Article 405: If the mortgaged property has been leased and the possession has been transferred before the mortgage right is established, the original lease relationship will not be affected by the mortgage right.
Article 406 During the mortgage period, the mortgagor may transfer the mortgaged property. The parties have agreed otherwise, in accordance with its agreement. If the mortgaged property is transferred, the mortgage rights will not be affected.
If the mortgagor transfers the mortgaged property, it shall promptly notify the mortgagee. If the mortgagee can prove that the transfer of the mortgaged property may damage the mortgage rights, he may request the mortgagor to pay off the debt in advance or deposit the proceeds from the transfer to the mortgagee. The portion of the transfer price that exceeds the amount of the creditor’s rights belongs to the mortgagor, and the shortfall is paid off by the debtor.
Article 407 The mortgage right may not be separated from the creditor’s rights and transferred separately or used as a guarantee for other creditors’ rights. If a creditor’s right is transferred, the mortgage right guaranteeing the creditor’s right shall also be transferred, unless otherwise provided by law or otherwise agreed upon by the parties.
Article 408 If the mortgagor’s behavior is enough to reduce the value of the mortgaged property, the mortgagee has the right to request the mortgagor to stop his behavior; if the value of the mortgaged property is reduced, the mortgagee has the right to request the restoration of the value of the mortgaged property, or provide Guarantee corresponding to the reduced value. If the mortgagor does not restore the value of the mortgaged property or provide guarantee, the mortgagee has the right to request the debtor to pay off the debt in advance.
Article 409 The mortgagee may give up the mortgage right or the order of the mortgage right. The mortgagee and the mortgagor may agree to change the order of the mortgage rights and the amount of the guaranteed creditor’s rights, etc. However, changes in mortgage rights without the written consent of other mortgagees shall not have any adverse impact on other mortgagees.
If the debtor sets up a mortgage with his own property and the mortgagee gives up the mortgage right, the order of the mortgage right or changes the mortgage right, the other guarantors shall be exempted from the guarantee liability to the extent that the mortgagee loses the priority right to be repaid. However, other guarantors Except for those that promise to still provide guarantee.
Article 410 If the debtor fails to perform its due debts or the circumstances agreed by the parties to realize the mortgage rights occur, the mortgagee may agree with the mortgagor to receive priority payment by discounting the mortgaged property or using the proceeds from the auction or sale of the mortgaged property. If the agreement harms the interests of other creditors, the other creditors may request the People’s Court to revoke the agreement.
If the mortgagee and the mortgagor fail to reach an agreement on the method of realizing the mortgage right, the mortgagee may request the People’s Court to auction or sell the mortgaged property.
If the mortgaged property is discounted or sold, the market price shall be referred to.
Article 411 If a mortgage is established in accordance with the provisions of Article 396 of this Law, the mortgaged property shall be determined when one of the following circumstances occurs:
(1) The debt performance period expires and the creditor’s rights are not realized;
(2) The mortgagor is declared bankrupt or dissolved;
(3) The circumstances for realizing the mortgage right as agreed by the parties;
(4) Other circumstances that seriously affect the realization of creditor’s rights.
Article 412 If the debtor fails to perform the due debt or the circumstances agreed by the parties to realize the mortgage rights occur, causing the mortgaged property to be seized by the people’s court in accordance with the law, the mortgagee shall have the right to collect the natural rights of the mortgaged property from the date of seizure. interest or statutory interest, except where the mortgagee has not notified the person obligated to pay off the statutory interest.
The interest stipulated in the preceding paragraph shall first be used to offset the expenses for collecting the interest.
Article 413: After the mortgaged property is discounted, auctioned, or sold, the portion of the price exceeding the amount of the creditor’s rights shall belong to the mortgagor, and the shortfall shall be paid off by the debtor.
Article 414 If the same property is mortgaged to more than two creditors, the proceeds from the auction or sale of the mortgaged property shall be paid off in accordance with the following provisions:
(1) If the mortgage right has been registered, the order of payment shall be determined according to the time of registration;
(2) Mortgages that have been registered will be paid before those that have not been registered;
(3) If the mortgage right is not registered, it shall be paid off in proportion to the creditor’s rights.
For other registrable security rights, the order of repayment shall be subject to the provisions of the preceding paragraph.
Article 415: If both mortgage rights and pledge rights are established for the same property, the proceeds from the auction and sale of the property shall be settled in order according to the time of registration and delivery.
Article 416 The main claim guaranteed by a chattel mortgage is the price of the mortgaged property. If the mortgage registration is completed within ten days after the delivery of the subject matter, the mortgagee shall be paid in priority over other security rights holders of the buyer of the mortgaged property. Except for lien holders.
Article 417: After the construction land use rights are mortgaged, the newly added buildings on the land shall not be regarded as mortgaged properties. When the mortgage of the construction land use rights is realized, the newly added buildings on the land shall be disposed of together with the construction land use rights. However, the mortgagee has no priority in receiving payment from the price of the new building.
Article 418 If the use rights of collectively owned land are mortgaged in accordance with the law, after the mortgage rights are realized, the nature of the land ownership and the use of the land shall not be changed without legal procedures.
Article 419 The mortgagee shall exercise the mortgage right within the statute of limitations for the principal creditor’s right; if the mortgagee fails to exercise the right, the people’s court will not provide protection.
Section 2 Maximum Mortgage Rights
Article 420: In order to guarantee the performance of debts, if the debtor or a third party provides security property for claims that will occur continuously within a certain period, and the debtor fails to perform the due debts or the circumstances agreed by the parties to realize the mortgage rights occur, the mortgagee shall shall have the right to receive priority payment for the guaranteed property within the maximum amount of claims.
Claims that existed before the establishment of the maximum mortgage right may, with the consent of the parties concerned, be transferred to the scope of claims guaranteed by the maximum mortgage.
Article 421 Before the creditor’s rights guaranteed by the maximum mortgage amount are determined, if part of the creditor’s rights is transferred, the maximum mortgage right shall not be transferred, unless otherwise agreed by the parties.
Article 422 Before the maximum amount of mortgage-guaranteed claims is determined, the mortgagee and the mortgagor may change the period, scope of claims, and the maximum amount of claims through an agreement. However, the changes must not have an adverse impact on other mortgagees.
Article 423 If any of the following circumstances occurs, the mortgagee’s creditor’s rights shall be determined:
(1) The agreed period for determining the creditor’s rights expires;
(2) There is no agreement on the period for determining the creditor’s rights or the agreement is unclear, and the mortgagee or mortgagor requests the determination of the creditor’s rights after two years from the date of establishment of the maximum mortgage right;
(3) It is impossible for new claims to arise;
(4) The mortgagee knows or should know that the mortgaged property has been sealed up or detained;
(5) The debtor or mortgagor is declared bankrupt or dissolved;
(6) Other circumstances in which creditor’s rights are determined by law.
Article 424: In addition to the provisions of this section, the maximum amount of mortgage rights shall be subject to the relevant provisions of Section 1 of this Chapter.
Chapter 18 Pledge
Section 1 Chattel Pledge
Article 425: If the debtor or a third party pledges its movables to the creditor in order to guarantee the performance of the debt, and the debtor fails to perform the due debt or the circumstances agreed by the parties to realize the pledge occur, the creditor shall have the right to take possession of the movables. Priority for payment.
The debtor or third party specified in the preceding paragraph shall be the pledger, the creditor shall be the pledgee, and the movable property delivered shall be the pledged property.
Article 426: Chattels prohibited from transfer by laws and administrative regulations shall not be pledged.
Article 427: To establish a right of pledge, the parties concerned shall enter into a pledge contract in writing.
Pledge contracts generally include the following terms:
(1) The type and amount of the guaranteed creditor’s rights;
(2) The time limit for the debtor to perform its debts;
(3) The name, quantity, etc. of the pledged property;
(4) Scope of guarantee;
(5) Time and method of delivery of pledged property.
Article 428 If the pledgee agrees with the pledgor before the expiration of the debt performance period that the pledged property will belong to the creditor if the debtor fails to perform the due debt, he can only receive priority payment for the pledged property in accordance with the law.
Article 429 The right of pledge is established when the pledger delivers the pledged property.
Article 430 The pledgee has the right to collect the interest from the pledged property, unless otherwise agreed in the contract.
The interest stipulated in the preceding paragraph shall first be used to offset the expenses for collecting the interest.
Article 431 If the pledgee, during the existence of the pledge, uses or disposes of the pledged property without the consent of the pledgor, thereby causing damage to the pledgor, he shall be liable for compensation.
Article 432 The pledgee has the obligation to properly keep the pledged property; if the pledged property is damaged or lost due to poor storage, he shall be liable for compensation.
If the pledgee’s behavior may cause damage or loss of the pledged property, the pledger may request the pledgee to deposit the pledged property, or request to pay off the debt in advance and return the pledged property.
Article 433 If the pledged property may be damaged or its value significantly reduced due to reasons that cannot be attributed to the pledgee, which is enough to jeopardize the rights of the pledgee, the pledgee has the right to request the pledger to provide corresponding guarantee; If the pledgee fails to provide it, the pledgee may auction or sell the pledged property, and agree with the pledgor to use the proceeds from the auction or sale to pay off the debt in advance or deposit it.
Article 434 If the pledgee transfers the pledge without the consent of the pledgor during the existence of the pledge, causing damage or loss to the pledged property, he shall be liable for compensation.
Article 435 The pledgee may give up the pledge. If the debtor pledges his own property and the pledgee gives up the right to pledge, other guarantors shall be exempted from guarantee liability to the extent that the pledgee loses his priority rights to be repaid, except where other guarantors promise to continue to provide guarantees.
Article 436 If the debtor performs its debt or the pledger pays off the guaranteed creditor’s rights in advance, the pledgee shall return the pledged property.
If the debtor fails to perform its due debts or the circumstances agreed by the parties to realize the pledge occur, the pledgee may agree with the pledgor to discount the pledged property, or may receive priority payment from the proceeds from the auction or sale of the pledged property.
If the pledged property is discounted or sold, the market price shall be referred to.
Article 437 The pledger may request the pledgee to promptly exercise the pledge right after the expiration of the debt performance period; if the pledgee fails to exercise the pledged right, the pledger may request the People’s Court to auction or sell the pledged property.
The pledger requires the pledgee to exercise the pledge rights in a timely manner. If the pledgee fails to exercise his rights and causes damage to the pledger, the pledgee shall bear the liability for compensation.
Article 438 After the pledged property is discounted, auctioned, or sold, the portion of the price exceeding the amount of the creditor’s rights shall belong to the pledger, and the shortfall shall be paid off by the debtor.
Article 439 The pledger and the pledgee may agree to establish a maximum pledge right.
In addition to the relevant provisions of this section applying to the maximum amount of pledge rights, the relevant provisions of Section 2 of Chapter 17 of this Part shall apply by reference.
Section 2 Pledge of Rights
Article 440 The following rights that the debtor or a third party has the right to dispose of may be pledged:
(1) Money order, cashier’s check, check;
(2) Bonds and deposit certificates;
(3) Warehouse receipts and bills of lading;
(4) Transferable fund shares and equity;
(5) Transferable property rights in intellectual property rights such as exclusive rights to registered trademarks, patent rights, copyrights, etc.;
(6) Existing and future accounts receivable;
(7) Other property rights that may be pledged as stipulated by laws and administrative regulations.
Article 441 If a bill of exchange, promissory note, check, bond, deposit receipt, warehouse receipt, or bill of lading is pledged, the right to pledge shall be established when the certificate of title is delivered to the pledgee; if there is no certificate of title, the right to pledge shall be issued when the certificate of title is not provided. Established during quality registration. If the law provides otherwise, such provisions shall prevail.
Article 442 If the cashing date or delivery date of a bill of exchange, promissory note, check, bond, deposit receipt, warehouse receipt or bill of lading is earlier than the expiration of the principal claim, the pledgee may cash or deliver the goods and negotiate with the pledgor. The agreement stipulates that the price paid or the goods taken will be used to pay off debts or make deposits in advance.
Article 443: If fund shares or equity are pledged, the right to pledge shall be established when the pledge is registered.
After the fund shares and equity are pledged, they may not be transferred, except with the agreement between the pledger and the pledgee. The price received by the pledger from the transfer of fund shares or equity shall be paid off the debt in advance or deposited with the pledgee.
Article 444: If property rights in intellectual property rights such as registered trademark rights, patent rights, copyrights, etc. are pledged, the right to pledge shall be established when the pledge is registered.
After the property rights in intellectual property rights are pledged, the pledgor may not transfer or permit others to use them, except where the pledgor and the pledgee agree through negotiation. The price obtained by the pledgor from transferring or permitting others to use the property rights in the pledged intellectual property rights shall be paid off the debt in advance or deposited to the pledgee.
Article 445: If accounts receivable are pledged, the right to pledge shall be established when the pledge registration is processed.
After the accounts receivable are pledged, they may not be transferred, except with the agreement between the pledger and the pledgee. The price obtained by the pledger from the transfer of accounts receivable shall be paid off the debt in advance or deposited with the pledgee.
Article 446: In addition to the provisions of this section, the relevant provisions of Section 1 of this Chapter shall apply to the pledge of rights.
Chapter 19 Lien
Article 447 If the debtor fails to pay due debts, the creditor may lien the debtor’s movable property that has been legally possessed and has the right to receive priority payment for the movable property.
The creditor specified in the preceding paragraph is the lien holder, and the movable property in possession is the lien property.
Article 448: The movable property retained by the creditor shall belong to the same legal relationship as the creditor’s right, except for the lien between enterprises.
Article 449: Chattels that are not subject to lien as stipulated by law or agreed upon by the parties shall not be lien.
Article 450 If the lien property is divisible, the value of the lien property shall be equal to the amount of the debt.
Article 451: The lien holder has the obligation to properly keep the lien property; if the lien property is damaged or lost due to poor storage, he shall be liable for compensation.
Article 452 The lien holder has the right to collect the fruits of the lien property.
The interest stipulated in the preceding paragraph shall first be used to offset the expenses for collecting the interest.
Article 453 The lien holder and the debtor shall agree on the debt performance period after the lien property is retained; if there is no agreement or the agreement is unclear, the lien holder shall give the debtor a period of more than sixty days to perform the debt, but fresh and perishable property Exceptions include movable property that is difficult to keep. If the debtor fails to perform within the time limit, the lien holder may agree with the debtor to use the lien property as a discount, or may have priority in receiving payment from the proceeds from the auction or sale of the lien property.
If the lien property is discounted or sold, the market price shall be referred to.
Article 454 The debtor may request the lien holder to exercise the lien right after the expiration of the debt performance period; if the lien holder fails to exercise the lien right, the debtor may request the people’s court to auction or sell the lien property.
Article 455 After the lien property is discounted, auctioned, or sold, the portion of the price exceeding the amount of the creditor’s rights shall belong to the debtor, and the shortfall shall be paid off by the debtor.
Article 456: If a mortgage or pledge has been established on the same movable property, and the movable property is subject to a lien, the lien holder shall have priority in receiving payment.
Article 457: If the lien holder loses possession of the lien property or the lien holder accepts another guarantee provided by the debtor, the lien right shall be extinguished.
Title V Possession
Chapter 20 Possession
Article 458: For possession based on contractual relationships, etc., the use, income, liability for breach of contract, etc. of real estate or movable property shall be governed by the contract; if there is no stipulation in the contract or the stipulation is unclear, the relevant legal provisions shall apply.
Article 459: If the possessor causes damage to the real estate or movable property due to the use of the occupied real estate or movable property, the malicious possessor shall be liable for compensation.
Article 460: If real estate or movable property is occupied by the possessor, the obligee may request the return of the original property and its interest; however, the necessary expenses incurred by the possessor in good faith for maintaining the real estate or movable property shall be paid.
Article 461 If the occupied real estate or movable property is damaged or lost, and the obligee of the real estate or movable property requests compensation, the possessor shall return the insurance money, compensation money or compensation, etc. obtained due to the damage or loss to the obligee. ; If the right holder’s damage has not been adequately compensated, the malicious possessor shall also compensate for the loss.
Article 462: If the real estate or movable property in possession is encroached upon, the possessor shall have the right to request the return of the original property; for acts that impede possession, the possessor shall have the right to request that the obstruction be eliminated or the danger eliminated; if damage is caused by the occupation or obstruction, The possessor has the right to claim damages according to law.
If the possessor’s right to claim for the return of the original property is not exercised within one year from the date of the misappropriation, the right to claim will be extinguished.
Part Three Contract
Part I General Principles
Chapter 1 General Provisions
Article 463 This section regulates civil relations arising from contracts.
Article 464 A contract is an agreement between civil parties to establish, change, and terminate civil legal relations.
Agreements on status relationships such as marriage, adoption, guardianship, etc. shall be governed by the legal provisions on the status relationship; if there are no provisions, the provisions of this part may be applied based on their nature.
Article 465 A contract established in accordance with the law shall be protected by law.
A contract established in accordance with the law is only legally binding on the parties, unless otherwise provided by law.
Article 466 If the parties have a dispute over their understanding of a contract term, they shall determine the meaning of the disputed term in accordance with the provisions of Article 142, Paragraph 1 of this Law.
If the contract text is concluded in two or more languages and agreed to have the same effect, the words and phrases used in each text are presumed to have the same meaning. If the words and phrases used in each text are inconsistent, they shall be interpreted in accordance with the relevant terms, nature, purpose, and the principle of good faith of the contract.
Article 467: For contracts that are not expressly provided for in this Law or other laws, the provisions of the General Principles of this Part shall apply, and the provisions of this Part or other laws that are most similar to contracts may be applied by reference.
The laws of the People’s Republic of China shall apply to Sino-foreign joint venture contracts, Sino-foreign cooperative joint venture contracts, and Sino-foreign cooperative exploration and development contracts of natural resources performed within the territory of the People’s Republic of China.
Article 468: For any creditor-debt relationship that does not arise out of a contract, the legal provisions on the creditor-debt relationship shall apply; if there is no provision, the relevant provisions of the General Principles of this Part shall apply, except for those that cannot be applied due to their nature.
Chapter 2 Conclusion of Contract
Article 469 The parties may conclude a contract in written form, oral form or other forms.
Written forms are contracts, letters, telegrams, telexes, faxes and other forms that can tangibly express the content contained therein.
Data messages that can tangibly express the content through electronic data exchange, email, etc., and can be retrieved at any time, are deemed to be in written form.
Article 470 The content of a contract is agreed upon by the parties and generally includes the following terms:
(1) The name or address of the party concerned;
(2) Target;
(3) Quantity;
(4) Quality;
(5) Price or remuneration;
(6) Time limit, place and method of performance;
(7) Liability for breach of contract;
(8) Methods of resolving disputes.
The parties may conclude a contract by referring to the model texts of various types of contracts.
Article 471 The parties may conclude a contract by way of offer, acceptance or other means.
Article 472 An offer is an expression of intention to enter into a contract with another person. This expression of intention should meet the following conditions:
(1) The content is specifically determined;
(2) If it indicates acceptance by the offeror, the offeror will be bound by this expression of intention.
Article 473: An invitation to treat is an expression of hope that others will make an offer to oneself. Auction announcements, tender announcements, prospectuses, bond raising methods, fund prospectuses, commercial advertisements and publicity, sent price lists, etc. are invitations to offer.
If the content of commercial advertisements and publicity meets the conditions for an offer, it shall constitute an offer.
Article 474 The provisions of Article 137 of this Law shall apply to the time when the offer becomes effective.
Article 475 An offer may be withdrawn. The withdrawal of an offer shall be governed by the provisions of Article 141 of this Law.
Article 476 An offer may be revoked, except in one of the following circumstances:
(1) The offeror determines the commitment period or expresses in other ways that the offer is irrevocable;
(2) The offeree has reason to believe that the offer is irrevocable and has made reasonable preparations for the performance of the contract.
Article 477 If the expression of intention to revoke an offer is made in a dialogue manner, the content of the expression of intention should be known to the offeree before the offeree makes its acceptance; if the expression of intention to withdraw an offer is made in a non-dialogue manner, It should reach the offeree before the offeree makes his acceptance.
Article 478 The offer shall become invalid if any of the following circumstances occurs:
(1) The offer is rejected;
(2) The offer is revoked in accordance with the law;
(3) The commitment period expires and the offeree fails to make a commitment;
(4) The offeree makes substantial changes to the content of the offer.
Article 479: Acceptance is the offeree’s expression of intention to agree to the offer.
Article 480 Commitments shall be made in the form of notification; however, this shall not be the case where commitments can be made through conduct according to transaction customs or the offer.
Article 481 The acceptance shall reach the offeror within the time limit specified in the offer.
If the offer does not specify the acceptance period, the acceptance shall be reached in accordance with the following provisions:
(1) If the offer is made through dialogue, a commitment must be made immediately;
(2) If the offer is made in a non-dialogue manner, the acceptance should arrive within a reasonable period of time.
Article 482 If the offer is made by letter or telegram, the acceptance period shall be calculated from the date stated in the letter or the date of delivery of the telegram. If the letter does not contain a date, the date will be calculated from the postmark date of posting of the letter. If the offer is made by rapid communication methods such as telephone, fax, email, etc., the acceptance period shall begin to calculate when the offer reaches the offeree.
Article 483 A contract is formed when the commitment takes effect, unless otherwise provided by law or otherwise agreed upon by the parties.
Article 484 For commitments made in the form of notification, the provisions of Article 137 of this Law shall apply to the effective time.
If a commitment does not require notification, it shall take effect when the commitment is made in accordance with transaction customs or the requirements of the offer.
Article 485: Commitments can be withdrawn. The provisions of Article 141 of this Law shall apply to the withdrawal of commitments.
Article 486 If the offeree issues an acceptance beyond the acceptance period, or if it issues an acceptance within the acceptance period and cannot reach the offeror in time under normal circumstances, it is a new offer; however, the offeror shall promptly notify the offeree that the acceptance is valid. Except.
Article 487 If the offeree issues an acceptance within the acceptance period and can reach the offeror in time under normal circumstances, but due to other reasons the acceptance exceeds the acceptance period when it reaches the offeror, unless the offeror promptly notifies the offeree of the reason. Unless the promise is not accepted after the deadline, the promise is valid.
Article 488 The content of the commitment shall be consistent with the content of the offer. If the offeree makes substantial changes to the content of the offer, it is a new offer. Changes in the subject matter of the contract, quantity, quality, price or remuneration, performance period, place and method of performance, liability for breach of contract and dispute resolution methods, etc., are substantial changes to the content of the offer.
Article 489 If a promise is made to make non-substantive changes to the content of the offer, the promise shall be valid unless the offeror expresses objection in a timely manner or the offer indicates that no changes shall be made to the content of the offer, and the content of the contract shall be as stated in the promise. shall prevail.
Article 490: If the parties conclude a contract in the form of a contract, the contract shall be established when both parties sign, seal or fingerprint the contract. Before signing, sealing or fingerprinting, one party has performed its main obligations and the contract is established when the other party accepts it.
Laws and administrative regulations stipulate or the parties agree that a contract should be concluded in written form. If the parties do not use written form but one party has performed its main obligations and the other party accepts it, the contract is established.
Article 491: If the parties conclude a contract in the form of letters, data messages, etc. and require the signing of a confirmation letter, the contract shall be established when the confirmation letter is signed.
If the product or service information published by one party through the Internet or other information networks meets the offer conditions, the contract is established when the other party selects the product or service and successfully submits the order, unless otherwise agreed by the parties.
Article 492 The place where the commitment takes effect is the place where the contract is established.
If a contract is concluded in the form of a data message, the recipient’s principal place of business shall be the place where the contract is established; if there is no principal place of business, the recipient’s domicile shall be the place where the contract is established. The parties have agreed otherwise, in accordance with its agreement.
Article 493: If the parties conclude a contract in the form of a contract, the place where the last signature, seal or fingerprint is taken shall be the place where the contract is established, unless otherwise agreed by the parties.
Article 494: When the state issues state ordering tasks or directive tasks based on emergency rescue, disaster relief, epidemic prevention and control, or other needs, the relevant civil subjects shall enter into a contract in accordance with the rights and obligations stipulated in relevant laws and administrative regulations.
Parties that have the obligation to make offers in accordance with laws and administrative regulations shall make reasonable offers in a timely manner.
A party that is obligated to make a commitment in accordance with the provisions of laws and administrative regulations may not refuse the other party’s reasonable request to conclude a contract.
Article 495 Subscription letters, purchase orders, reservation letters, etc., in which the parties agree to conclude a contract within a certain period of time in the future, constitute an appointment contract.
If one party fails to perform its contractual obligations as stipulated in the appointment contract, the other party may request that it bear liability for breach of the appointment contract.
Article 496: Standard clauses are clauses that are drawn up in advance by the parties for repeated use and are not negotiated with the other party when entering into the contract.
If a contract is concluded using standard clauses, the party providing the standard clauses shall determine the rights and obligations between the parties in accordance with the principle of fairness, and use reasonable methods to remind the other party to pay attention to clauses that have a significant interest in the other party such as exempting or reducing its liability, and shall, in accordance with the other party’s requirements, explain the provision. If the party providing the standard terms fails to perform its obligation to provide reminders or explanations, causing the other party to fail to pay attention to or understand the terms that have a significant interest in it, the other party may claim that the terms do not become part of the contract.
Article 497 If any of the following circumstances occurs, the standard clause shall be invalid:
(1) There are invalid circumstances specified in Section 3 of Chapter 6 of Part 1 of this Law and Article 506 of this Law;
(2) The party providing the standard terms unreasonably exempts or reduces its responsibilities, aggravates the other party’s responsibilities, and restricts the other party’s main rights;
(3) The party providing the standard terms excludes the other party’s major rights.
Article 498 If there is a dispute over the understanding of standard terms, they shall be interpreted in accordance with common understanding. If there are more than two interpretations of the standard terms, the interpretation that is unfavorable to the party providing the standard terms shall be made. If the standard clauses and non-standard clauses are inconsistent, the non-standard clauses shall be adopted.
Article 499: If the reward holder declares in a public manner that it will pay a reward to a person who completes a specific act, the person who completes the act may request payment.
Article 500 If the parties involved in any of the following circumstances cause losses to the other party during the process of concluding a contract, they shall be liable for compensation:
(1) Negotiating in bad faith under the guise of entering into a contract;
(2) Deliberately concealing important facts related to the conclusion of the contract or providing false information;
(3) Any other behavior that violates the principle of good faith.
Article 501: Trade secrets or other information that should be kept confidential, which the parties know during the process of entering into the contract, shall not be leaked or used improperly regardless of whether the contract is established; the trade secrets or information shall be leaked or used improperly, causing losses to the other party. , should bear the liability for compensation.
Chapter 3 Validity of Contract
Article 502 A contract established in accordance with the law shall take effect from the time of its establishment, unless otherwise provided by law or otherwise agreed upon by the parties.
In accordance with the provisions of laws and administrative regulations, if the contract should be subject to approval and other procedures, the provisions shall be followed. If the failure to go through approval and other procedures affects the effectiveness of the contract, it will not affect the effectiveness of the contract’s obligations such as reporting for approval and the effectiveness of related clauses. If the party that should go through the application approval and other procedures fails to perform its obligations, the other party may request that it bear liability for violating such obligations.
In accordance with the provisions of laws and administrative regulations, if the modification, transfer, termination, etc. of a contract require approval and other procedures, the provisions of the preceding paragraph shall apply.
Article 503: If an agent without authority concludes a contract in the name of the principal, and the principal has begun to perform the contractual obligations or accepts performance from the counterparty, it shall be deemed to have ratified the contract.
Article 504 If the legal representative of a legal person or the person in charge of an unincorporated organization enters into a contract beyond his authority, unless the counterparty knows or should know that he has exceeded his authority, the representative act is valid, and the contract is valid for the legal person or unincorporated organization. take effect.
Article 505 The validity of a contract entered into by the parties beyond the business scope shall be determined in accordance with Section 3 of Chapter 6 of Part 1 of this Law and the relevant provisions of this Part. The invalidity of the contract shall not be confirmed solely on the basis of exceeding the business scope.
Article 506 The following exemption clauses in the contract are invalid:
(1) Causing personal injury to the other party;
(2) Causing property losses to the other party due to intention or gross negligence.
Article 507 If a contract does not take effect, is invalid, is revoked or terminated, the validity of the clauses in the contract regarding dispute resolution methods will not be affected.
Article 508 If this part does not provide for the validity of a contract, the relevant provisions of Chapter 6 of Part 1 of this Law shall apply.
Chapter 4 Performance of Contract
Article 509 The parties shall fully perform their obligations as agreed.
The parties shall abide by the principle of good faith and perform notification, assistance, confidentiality and other obligations in accordance with the nature, purpose and transaction habits of the contract.
During the performance of the contract, the parties shall avoid wasting resources, polluting the environment and damaging the ecology.
Article 510 After the contract comes into effect, if the parties have not agreed on quality, price or remuneration, place of performance, etc. or if the agreement is unclear, they may supplement it by agreement; if they cannot reach a supplementary agreement, it shall be determined in accordance with the relevant terms of the contract or transaction practices.
Article 511 If the parties’ agreement on the relevant contract content is not clear and cannot be determined based on the provisions of the preceding article, the following provisions shall apply:
(1) If the quality requirements are unclear, they shall be implemented in accordance with mandatory national standards; if there are no mandatory national standards, they shall be implemented in accordance with recommended national standards; if there are no recommended national standards, they shall be implemented in accordance with industry standards; if there are no national standards or industry standards, Perform to usual standards or to specific standards consistent with the purpose of the contract.
(2) If the price or remuneration is unclear, the performance shall be based on the market price at the place of performance when the contract is concluded; if the government fixed price or government-guided price shall be implemented according to law, the performance shall be performed in accordance with regulations.
(3) The place of performance is unclear. If the currency is paid, the performance shall be performed at the location of the party receiving the currency; if the real estate is delivered, the performance shall be performed at the location of the real estate; for other objects, the performance shall be performed at the location of the party performing the obligation.
(4) If the performance period is unclear, the debtor may perform at any time, and the creditor may also request performance at any time, but the other party must be given necessary preparation time.
(5) If the method of performance is unclear, the performance shall be performed in a manner conducive to achieving the purpose of the contract.
(6) If the burden of performance costs is unclear, the party performing the obligation shall bear it; any performance costs increased due to the creditor’s reasons shall be borne by the creditor.
Article 512: If the subject of an electronic contract concluded through the Internet or other information networks is the delivery of goods and the goods are delivered by express logistics, the time for the consignee to sign for receipt shall be the time of delivery. If the subject matter of the electronic contract is the provision of services, the time stated in the generated electronic voucher or physical voucher shall be the time of provision of services; if the time stated in the aforementioned voucher is not stated or the time stated is inconsistent with the actual time of provision of services, the time stated in the generated electronic voucher or physical voucher shall be the time of actual provision of services. shall prevail.
The subject matter of an electronic contract is delivered through online transmission. The time when the subject matter of the contract enters the specific system designated by the other party and can be retrieved and identified is the delivery time.
If the parties to an electronic contract otherwise agree on the method and time for delivering goods or providing services, such agreement shall prevail.
Article 513: If the government price or government guide price is implemented, when the government price is adjusted within the delivery period stipulated in the contract, the price at the time of delivery shall be used. If the subject matter is delivered overdue, if the price rises, the original price will apply; if the price drops, the new price will apply. If the subject matter is overdue for withdrawal or payment overdue, if the price rises, the new price will apply; if the price drops, the original price will apply.
Article 514: For debts whose content is the payment of money, unless otherwise provided by law or otherwise agreed upon by the parties, the creditor may request the debtor to perform the debt with the legal currency of the place of actual performance.
Article 515 If there are multiple subjects and the debtor only needs to perform one of them, the debtor shall have the right to choose; however, this shall not be the case unless otherwise provided by law, otherwise agreed upon by the parties, or based on other transaction practices.
If the party with the right to choose fails to make a choice within the agreed period or upon expiration of the performance period, or fails to make a choice within a reasonable period after being urged, the right to choose shall be transferred to the other party.
Article 516: When a party exercises its right of option, it shall notify the other party in a timely manner. When the notice reaches the other party, the subject matter shall be determined. Once the subject matter is determined, it cannot be changed, except with the consent of the other party.
If an optional subject matter cannot be performed, the party enjoying the right of option shall not choose the subject matter that cannot be performed, unless the inability to perform is caused by the other party.
Article 517 If there are two or more creditors and the subject matter is divisible and each of them enjoys the creditor’s rights according to his share, it is a debt in shares; if there are two or more debtors and the subject matter is divisible and each of them bears the debt according to his share, it is a debt in shares. .
If it is difficult to determine the shares of a creditor or a debtor, the shares shall be deemed to be the same.
Article 518 If there are two or more creditors, and some or all of the creditors can request the debtor to perform their debts, it is a joint and several debt; if there are two or more debtors, and the creditors can request some or all of the debtors to perform all their debts, it is a joint and several debt. .
Joint and several claims or joint and several debts shall be stipulated by law or agreed upon by the parties.
Article 519 If it is difficult to determine the shares between joint and several debtors, the shares shall be deemed to be the same.
A joint debtor who actually bears a debt exceeding his or her share shall have the right to recover the excess from other joint debtors within the scope of their unfulfilled shares, and shall enjoy the rights of a creditor accordingly, but shall not harm the interests of the creditor. The defenses of other joint and several debtors against creditors may be asserted against the debtor.
If the joint and several debtors being recovered cannot fulfill their share, other joint and several debtors shall share proportionally within the corresponding range.
Article 520: If some joint debtors perform, offset debts or deposit subject matter, the debts of other debtors to creditors will be extinguished to the corresponding extent; the debtor may recover from other debtors in accordance with the provisions of the previous article.
If the debts of some joint and several debtors are forgiven by the creditors, the debts of other debtors to the creditors shall be extinguished within the scope of the share that the joint and several debtors should bear.
If some of the joint debtors’ debts and the creditor’s claims belong to the same person, the creditor’s claims against the other debtors will continue to exist after deducting the debtor’s share.
If a creditor delays payment to some joint and several debtors, it shall be effective against other joint and several debtors.
Article 521 If it is difficult to determine the shares among joint and several creditors, the shares shall be deemed to be the same.
The joint creditor who actually receives the creditor’s right shall return the debt to other joint creditors in proportion.
For joint and several claims, please refer to the relevant provisions on joint and several debts in this chapter.
Article 522 The parties agree that the debtor shall perform its debts to a third party. If the debtor fails to perform its debts to the third party or performs the debts inconsistently with the agreement, it shall bear liability for breach of contract to the creditor.
If the law stipulates or the parties agree that a third party may directly request the debtor to perform its debts to it, but the third party fails to expressly refuse within a reasonable period of time, the debtor fails to perform its debts to the third party or the performance of the debt does not comply with the agreement, the third party may request the debtor to perform its obligations to the third party. Bear liability for breach of contract; the debtor may assert its defense against the creditor against a third party.
Article 523 The parties agree that a third party will perform its debt to the creditor. If the third party fails to perform the debt or performs the debt inconsistently with the agreement, the debtor shall bear liability for breach of contract to the creditor.
Article 524 If the debtor fails to perform the debt and a third party has a legitimate interest in performing the debt, the third party has the right to perform the debt on his behalf; however, according to the nature of the debt, in accordance with the agreement of the parties, or in accordance with the provisions of the law, the debt can only be performed by the debtor. Except for performance.
After the creditor accepts the third party’s performance, its claim against the debtor is transferred to the third party, unless otherwise agreed between the debtor and the third party.
Article 525: If the parties owe each other debts and there is no order of performance, they shall be performed at the same time. One party has the right to refuse the other party’s request for performance before the other party performs. One party has the right to refuse the other party’s corresponding performance request when the other party’s performance of debts does not comply with the agreement.
Article 526: The parties owe each other debts, and there is an order of performance. If the party that should perform the debt first fails to perform, the party that performs later has the right to reject its request for performance. If the first-performing party’s performance of the debt does not comply with the agreement, the later-performing party has the right to reject its corresponding performance request.
Article 527 If the party that should perform its debt first has concrete evidence proving that the other party has any of the following circumstances, it may suspend performance:
(1) The operating conditions have seriously deteriorated;
(2) Transferring property and evacuating funds to avoid debts;
(3) Loss of business reputation;
(4) There are other circumstances in which the company has lost or may lose the ability to perform debts.
If a party suspends performance without definite evidence, it shall bear liability for breach of contract.
Article 528 If a party suspends performance in accordance with the provisions of the preceding article, it shall promptly notify the other party. If the other party provides appropriate guarantee, performance shall be resumed. After the suspension of performance, if the other party fails to restore its ability to perform within a reasonable period of time and fails to provide appropriate guarantees, it will be deemed to have demonstrated by its own behavior that it has failed to perform its major obligations. The party that suspended performance may terminate the contract and request the other party to bear liability for breach of contract.
Article 529: If the creditor fails to notify the debtor of division, merger or change of domicile, causing difficulties in the performance of the debt, the debtor may suspend performance or deposit the subject matter.
Article 530: The creditor may refuse the debtor’s early performance of the debt, except where early performance will not harm the interests of the creditor.
The debtor’s early performance of its debt will increase the costs incurred by the creditor, which shall be borne by the debtor.
Article 531 A creditor may refuse the debtor’s partial performance of its debt, except where partial performance does not harm the interests of the creditor.
The costs incurred by the creditor due to the debtor’s partial performance of the debt shall be borne by the debtor.
Article 532: After the contract comes into effect, the parties shall not fail to perform their contractual obligations due to changes in their names or names or changes in their legal representatives, persons in charge, and persons in charge.
Article 533 After the contract is established, if the basic conditions of the contract undergo major changes that were not foreseeable by the parties at the time of the conclusion of the contract and are not commercial risks, and the continued performance of the contract is obviously unfair to one of the parties, the party who will be adversely affected can renegotiate with the other party; if negotiation fails within a reasonable period, the parties may request the people’s court or arbitration institution to modify or terminate the contract.
The people’s court or arbitration institution shall change or terminate the contract in accordance with the principle of fairness in light of the actual circumstances of the case.
Article 534: If a party uses a contract to commit acts that endanger national interests or social public interests, the market supervision and management and other relevant administrative departments shall be responsible for supervising and handling them in accordance with the provisions of laws and administrative regulations.
Chapter 5 Preservation of Contract
Article 535 If the debtor’s failure to exercise its creditor’s rights or accessory rights related to the creditor affects the realization of the creditor’s due creditor’s rights, the creditor may request the People’s Court to exercise the debtor’s rights against the counterparty in its own name as a subrogator. , except where this right belongs exclusively to the debtor himself.
The scope of exercise of the right of subrogation is limited to the creditor’s due claims. The necessary expenses incurred by the creditor in exercising the right of subrogation shall be borne by the debtor.
The counterparty may assert its defense against the debtor against the creditor.
Article 536 Before the creditor’s claim expires, if the debtor’s claim or the subsidiary right related to the claim is about to expire, or the bankruptcy claim is not declared in a timely manner, or other circumstances affect the realization of the creditor’s claim, the creditor may subrogate. Request the debtor’s counterparty to perform to the debtor, declare to the bankruptcy administrator, or perform other necessary actions.
Article 537 If the people’s court determines that the right of subrogation is established, the counterparty of the debtor shall perform its obligations to the creditor. After the creditor accepts the performance, the corresponding rights and obligations between the creditor and the debtor, and between the debtor and the counterparty shall terminate. If the debtor’s creditor’s rights against the counterparty or the secondary rights related to the creditor’s rights are subject to preservation or enforcement measures, or the debtor becomes bankrupt, it shall be handled in accordance with the provisions of relevant laws.
Article 538 If a debtor disposes of property rights and interests without compensation by giving up its creditor’s rights, giving up creditor’s rights guarantee, transferring property for free, etc., or maliciously extends the time limit for the performance of its due creditor’s rights, thereby affecting the realization of the creditor’s creditor’s rights, the creditor may request the People’s Court An act to set aside the debtor.
Article 539: The debtor transfers property at an obviously unreasonable low price, transfers other people’s property at an obviously unreasonable high price, or provides guarantee for other people’s debts, which affects the realization of the creditor’s rights, and the debtor’s counterparty knows or should know In this case, the creditor may request the People’s Court to revoke the debtor’s behavior.
Article 540 The scope of exercise of the right of revocation is limited to the creditor’s claims. The necessary expenses incurred by the creditor in exercising the right of revocation shall be borne by the debtor.
Article 541 The right of revocation shall be exercised within one year from the date when the creditor knows or should know the reasons for revocation. If the right of revocation is not exercised within five years from the date of the debtor’s act, the right of revocation shall be extinguished.
Article 542 If the debtor’s actions affecting the realization of the creditor’s claims are revoked, they will have no legal binding force from the beginning.
Chapter 6 Changes and Transfers of Contracts
Article 543 The parties may modify the contract if they reach consensus through consultation.
Article 544 If the parties’ agreement on the content of the contract modification is unclear, it is presumed that the contract has not been modified.
Article 545 A creditor may transfer all or part of its creditor’s rights to a third party, except in one of the following circumstances:
(1) The creditor’s right cannot be transferred based on its nature;
(2) It shall not be transferred according to the agreement between the parties;
(3) Not transferable in accordance with legal provisions.
If the parties agree that non-monetary claims may not be transferred, they may not fight against a bona fide third party. If the parties agree that the monetary claim shall not be transferred, they shall not fight against a third party.
Article 546: If a creditor transfers his creditor’s rights without notifying the debtor, the transfer shall not be effective against the debtor.
The notice of transfer of creditor’s rights shall not be revoked except with the consent of the transferee.
Article 547: When a creditor transfers his creditor’s rights, the transferee shall obtain accessory rights related to the creditor’s rights, except where the accessory rights belong exclusively to the creditor himself.
The transferee’s acquisition of subordination rights will not be affected by the fact that the subordination rights have not gone through the transfer registration procedures or the possession has not been transferred.
Article 548: After the debtor receives the notice of transfer of creditor’s rights, the debtor may assert its defense against the transferor against the transferee.
Article 549 Under any of the following circumstances, the debtor may claim offset from the assignee:
(1) When the debtor receives a notice of transfer of creditor’s rights, the debtor has creditor’s rights against the transferor, and the debtor’s creditor’s rights mature before or at the same time as the transferred creditor’s rights;
(2) The debtor’s claims and the transferred claims are based on the same contract.
Article 550: The additional performance costs due to the transfer of creditor’s rights shall be borne by the transferor.
Article 551: If a debtor transfers all or part of its debt to a third party, it must obtain the consent of the creditor.
The debtor or a third party may urge the creditor to agree within a reasonable period of time. If the creditor fails to express its consent, it shall be deemed to be disagreement.
Article 552: If a third party agrees with the debtor to join the debt and notifies the creditor, or the third party expresses its willingness to join the debt to the creditor, but the creditor fails to expressly refuse within a reasonable period of time, the creditor may request the third party to join the debt if it is willing to assume the obligation. bear joint and several liabilities with the debtor within the scope of the debt.
Article 553: If a debtor transfers a debt, the new debtor may claim the original debtor’s defense against the creditor; if the original debtor has claims against the creditor, the new debtor may not claim offset against the creditor.
Article 554: If a debtor transfers a debt, the new debtor shall bear the secondary debt related to the main debt, except that the secondary debt belongs exclusively to the original debtor itself.
Article 555 A party may transfer its rights and obligations in the contract to a third party with the consent of the other party.
Article 556: If the rights and obligations of the contract are transferred together, the relevant provisions on the transfer of claims and debts shall apply.
Chapter 7 Termination of Contract Rights and Obligations
Article 557 If any of the following circumstances occurs, the creditor’s rights and debts shall be terminated:
(1) The debt has been fulfilled;
(2) Debts are offset against each other;
(3) The debtor deposits the subject matter in accordance with the law;
(4) Creditors forgive debts;
(5) The claims and debts belong to the same person;
(6) Other circumstances for termination as stipulated by law or agreed upon by the parties.
If the contract is terminated, the rights and obligations of the contract will be terminated.
Article 558: After the creditor’s rights and debts are terminated, the parties concerned shall abide by the principles of good faith and other principles, and perform obligations such as notification, assistance, confidentiality, and recycling of old items in accordance with transaction practices.
Article 559 When the creditor’s rights and debts are terminated, the creditor’s rights shall be extinguished at the same time, unless otherwise provided by law or otherwise agreed by the parties.
Article 560: If a debtor has several debts of the same type owed to the same creditor and the debtor’s payment is insufficient to repay all the debts, the debtor shall designate the debtor to perform the debts when repaying the debts, unless otherwise agreed by the parties.
If the debtor has not made a designation, priority shall be given to the performance of debts that have matured; if several debts are all due, priority shall be given to the debt that lacks guarantee to the creditor or the debt with the least guarantee; if there is no guarantee or the guarantee is equal, priority shall be given to the debt with a heavier burden on the debtor. Debts; if the burdens are the same, they will be performed in the order in which the debts mature; if they mature at the same time, they will be performed in accordance with the proportion of the debts.
Article 561 In addition to performing the main debt, the debtor shall also pay interest and related expenses for realizing the creditor’s rights. If the payment is not enough to pay off the entire debt, unless otherwise agreed by the parties, the debt shall be performed in the following order:
(1) Relevant expenses for realizing creditor’s rights;
(2) Interest;
(3) Principal debt.
Article 562 The parties may terminate the contract if they reach consensus through consultation.
The parties may agree on the reasons for one party to terminate the contract. When the reasons for rescinding the contract occur, the person with the right to terminate the contract can terminate the contract.
Article 563: The parties may terminate the contract under any of the following circumstances:
(1) The purpose of the contract cannot be achieved due to force majeure;
(2) Before the expiration of the performance period, one of the parties expressly expresses or shows by its own behavior that it will not perform its major obligations;
(3) One party delays the performance of a major debt and fails to perform within a reasonable period of time after being urged;
(4) One party delays the performance of its debts or commits other breaches of contract, resulting in the inability to achieve the purpose of the contract;
(5) Other situations stipulated by law.
For a non-scheduled contract with ongoing performance of debts as its content, the parties may terminate the contract at any time, but must notify the other party before a reasonable period of time.
Article 564 The law stipulates or the parties agree upon a time limit for the exercise of the right to terminate. If the party fails to exercise it upon expiration of the time limit, the right shall be extinguished.
If the law does not stipulate or the parties have not agreed on a time limit for the exercise of the right to terminate, and the person with the right to terminate does not exercise it within one year from the date when he knows or should know the reason for the termination, or fails to exercise it within a reasonable period after being urged by the other party, the right will be extinguished.
Article 565 If one party claims to terminate the contract in accordance with the law, it shall notify the other party. The contract is terminated when the notice reaches the other party; if the notice states that the debtor does not perform the debt within a certain period, the contract will be automatically terminated. If the debtor fails to perform the debt within the period, the contract will be terminated when the period specified in the notice expires. If the other party has objections to the termination of the contract, either party may request the people’s court or arbitration institution to confirm the effectiveness of the termination.
If one party directly claims to terminate the contract by filing a lawsuit or applying for arbitration without notifying the other party, and the people’s court or arbitration institution confirms the claim, the contract will be terminated when a copy of the complaint or arbitration application is served to the other party.
Article 566 After the contract is terminated, if the contract has not yet been performed, the performance shall be terminated; if the contract has been performed, the party may request restoration to the original status or take other remedial measures according to the performance situation and the nature of the contract, and shall have the right to request compensation for losses.
If a contract is terminated due to breach of contract, the party entitled to terminate the contract may request the breaching party to bear liability for breach of contract, unless otherwise agreed by the parties.
After the main contract is terminated, the guarantor shall still bear the civil liability to the debtor, unless otherwise agreed in the guarantee contract.
Article 567 The termination of the rights and obligations of the contract will not affect the validity of the settlement and liquidation clauses in the contract.
Article 568 If the parties owe each other debts, and the subject matter of the debts is of the same type and quality, either party may offset its own debts with the other party’s due debts; however, according to the nature of the debt, in accordance with the agreement of the parties or in accordance with the Exceptions are prohibited by law.
If a party claims set-off, it shall notify the other party. The notification takes effect when it reaches the other party. Offset may not be subject to conditions or time limits.
Article 569: If the parties owe each other debts, and the types and qualities of the subject matter are different, they may be offset by consensus through negotiation.
Article 570: If it is difficult to perform the debt under any of the following circumstances, the debtor may deposit the subject matter:
(1) The creditor refuses to accept payment without justifiable reasons;
(2) The whereabouts of the creditor are unknown;
(3) The creditor dies and no heir or estate administrator is determined, or the creditor loses his capacity for civil conduct and no guardian is determined;
(4) Other situations stipulated by law.
If the subject matter is not suitable for deposit or the deposit fee is too high, the debtor may auction or sell the subject matter in accordance with the law and deposit the proceeds.
Article 571 When the debtor delivers the subject matter or the proceeds from the auction or sale of the subject matter in accordance with the law to the depository department, the deposit is established.
If the deposit is established, the debtor shall be deemed to have delivered the subject matter within the scope of the deposit.
Article 572: After the subject matter is deposited, the debtor shall promptly notify the creditor or the creditor’s heir, estate administrator, guardian, or property custodian.
Article 573: After the subject matter is withdrawn for deposit, the risk of damage or loss shall be borne by the creditor. During the withdrawal period, the interest from the subject matter belongs to the creditor. Withdrawal and deposit fees are borne by the creditor.
Article 574: The creditor can collect the deposit at any time. However, if the creditor has due debts to the debtor, the depository department shall refuse the debtor to receive the deposited property at the request of the debtor before the creditor has performed the debt or provided a guarantee.
The creditor’s right to receive the deposit will be extinguished if it is not exercised within five years from the date of deposit. The deposit will be owned by the state after deducting the deposit fee. However, if the creditor fails to perform its due debt to the debtor, or if the creditor expresses in writing to the deposit department that it has given up its right to receive the deposit, the debtor shall have the right to take back the deposit after paying the withdrawal fees.
Article 575: If a creditor relieves part or all of the debtor’s debts, the creditor’s rights and debts shall be terminated in part or in full, unless the debtor refuses within a reasonable period of time.
Article 576: If the creditor’s rights and debts belong to the same person, the creditor’s rights and debts shall be terminated, except where the interests of a third party are harmed.
Chapter 8 Liability for breach of contract
Article 577 If a party fails to perform its contractual obligations or performs its contractual obligations inconsistently with the agreement, it shall bear liability for breach of contract such as continuing to perform, taking remedial measures, or compensating for losses.
Article 578 If one party expressly states or shows by its own behavior that it will not perform its contractual obligations, the other party may request it to bear liability for breach of contract before the expiration of the performance period.
Article 579 If one party fails to pay the price, remuneration, rent, interest, or fails to perform other monetary obligations, the other party may request payment.
Article 580 If one party fails to perform non-monetary obligations or the performance of non-monetary obligations does not comply with the agreement, the other party may request performance, except in one of the following circumstances:
(1) Impossible to perform legally or factually;
(2) The subject matter of the debt is not suitable for compulsory performance or the cost of performance is too high;
(3) The creditor fails to request performance within a reasonable period of time.
If one of the exceptions specified in the preceding paragraph makes it impossible to achieve the purpose of the contract, the people’s court or arbitration institution may terminate the rights and obligations of the contract at the request of the parties, but this will not affect the liability for breach of contract.
Article 581 If one party fails to perform its debts or the performance of the debts does not comply with the agreement and cannot be compulsorily performed due to the nature of the debt, the other party may request that it bear the costs of performance by a third party.
Article 582 If the performance does not comply with the agreement, the parties shall bear liability for breach of contract in accordance with the agreement. If there is no agreement on the liability for breach of contract or the agreement is unclear, and it cannot be determined according to the provisions of Article 510 of this Law, the injured party may reasonably choose to request the other party to bear the responsibility for repair, rework, or replacement based on the nature of the subject matter and the magnitude of the loss. , returns, reduction of price or remuneration and other breach of contract liabilities.
Article 583: If one party fails to perform its contractual obligations or performs its contractual obligations inconsistently with the agreement, if the other party has other losses after performing its obligations or taking remedial measures, it shall compensate for the losses.
Article 584 If one party fails to perform its contractual obligations or performs its contractual obligations inconsistently with the agreement, causing losses to the other party, the amount of compensation shall be equal to the losses caused by the breach of contract, including the benefits that can be obtained after the contract is performed; however, this shall not The losses that may be caused by the breach of contract exceed those that the breaching party foresees or should have foreseen when entering into the contract.
Article 585 The parties may agree that when one party breaches the contract, it shall pay a certain amount of liquidated damages to the other party based on the circumstances of the breach, and may also agree on a method for calculating the amount of compensation for losses arising from the breach of contract.
If the agreed liquidated damages are lower than the losses caused, the People’s Court or the arbitration institution may increase it at the request of the parties; if the agreed liquidated damages are excessively higher than the losses caused, the People’s Court or the arbitration institution may appropriately reduce it at the request of the parties.
If the parties agree on liquidated damages for delayed performance, the defaulting party shall also perform its debts after paying the liquidated damages.
Article 586 The parties may agree that one party shall pay a deposit to the other party as a guarantee for the creditor’s rights. The deposit contract is established when the deposit is actually delivered.
The amount of the deposit shall be agreed upon by the parties; however, it shall not exceed 20% of the subject amount of the main contract, and the excess shall not have the effect of a deposit. If the actual deposit amount is more or less than the agreed amount, it will be deemed to have changed the agreed deposit amount.
Article 587: If the debtor performs its debt, the deposit shall be used as payment or recovered. If the party who paid the deposit fails to perform its debts or performs the debt inconsistently with the agreement, resulting in the failure to achieve the purpose of the contract, it shall have no right to request the return of the deposit; if the party receiving the deposit fails to perform its debts or performs the debt inconsistently with the agreement, resulting in the failure to achieve the purpose of the contract, double the amount of the deposit shall be returned Deposit.
Article 588 If the parties agree on both liquidated damages and deposit, when one party breaches the contract, the other party may choose to apply the liquidated damages or deposit clauses.
If the deposit is insufficient to cover the losses caused by one party’s breach of contract, the other party may request compensation for losses exceeding the amount of the deposit.
Article 589: If the debtor performs the debt as agreed and the creditor refuses to accept it without justifiable reasons, the debtor may request the creditor to compensate for the increased expenses.
The debtor is not required to pay interest during the period of delay in collection by the creditor.
Article 590 If one of the parties is unable to perform the contract due to force majeure, it shall be partially or completely exempted from liability based on the impact of the force majeure, unless otherwise provided by law. If the contract cannot be performed due to force majeure, the other party shall be notified in a timely manner to mitigate possible losses to the other party, and proof shall be provided within a reasonable period.
If force majeure occurs after a party delays performance, its liability for breach of contract will not be exempted.
Article 591 After one party breaches the contract, the other party shall take appropriate measures to prevent the expansion of losses; if the failure to take appropriate measures causes the losses to expand, the other party shall not claim compensation for the expanded losses.
The reasonable expenses incurred by the parties to prevent the loss from expanding shall be borne by the breaching party.
Article 592: If both parties breach the contract, they shall each bear corresponding responsibilities.
If one party breaches the contract and causes losses to the other party, and the other party is at fault for the loss, the corresponding loss compensation amount can be reduced.
Article 593: If one party breaches the contract due to a third party, it shall bear liability for breach of contract to the other party in accordance with the law. Disputes between one party and a third party shall be handled in accordance with legal provisions or agreement.
Article 594 The statute of limitations for filing a lawsuit or applying for arbitration arising from disputes over international sales of goods contracts and technology import and export contracts is four years.
Part II Typical Contracts
Chapter 9 Sales Contract
Article 595 A sales contract is a contract in which the seller transfers the ownership of the subject matter to the buyer and the buyer pays the price.
Article 596 The contents of a sales contract generally include the name, quantity, quality, price, performance period, place and method of performance, packaging method, inspection standards and methods, settlement method, words used in the contract and their effectiveness. etc. terms.
Article 597 If the ownership of the subject matter cannot be transferred because the seller has not obtained the right of disposal, the buyer may terminate the contract and request the seller to bear liability for breach of contract.
The transfer of subject matter prohibited or restricted by laws or administrative regulations shall be governed by their provisions.
Article 598 The seller shall perform the obligation to deliver the subject matter to the buyer or deliver the documents for taking delivery of the subject matter, and transfer the ownership of the subject matter.
Article 599 The seller shall deliver to the buyer relevant documents and materials other than the documents for taking delivery of the subject matter in accordance with the agreement or transaction practices.
Article 600: When a subject matter with intellectual property rights is sold, unless otherwise provided by law or otherwise agreed by the parties, the intellectual property rights of the subject matter do not belong to the buyer.
Article 601 The seller shall deliver the subject matter according to the agreed time. If a delivery period is agreed upon, the seller may deliver at any time within the delivery period.
Article 602: If the parties have not agreed on the delivery period of the subject matter or the agreement is unclear, the provisions of Article 510 and Paragraph 4 of Article 511 of this Law shall apply.
Article 603 The seller shall deliver the subject matter at the agreed place.
If the parties have not agreed on the place of delivery or the agreement is unclear and cannot be determined in accordance with the provisions of Article 510 of this Law, the following provisions shall apply:
(1) If the subject matter needs to be transported, the seller shall deliver the subject matter to the first carrier for transportation to the buyer;
(2) The subject matter does not need to be transported. If the seller and the buyer know that the subject matter is at a certain place when they conclude the contract, the seller shall deliver the subject matter at that place; if the seller does not know that the subject matter is at a certain place, the seller shall deliver the subject matter at a certain place. The subject matter shall be delivered at the person’s place of business when the contract is concluded.
Article 604 The risk of damage or loss of the subject matter shall be borne by the seller before delivery of the subject matter and by the buyer after delivery, unless otherwise provided by law or otherwise agreed upon by the parties.
Article 605 If the subject matter is not delivered within the agreed time limit due to the buyer’s fault, the buyer shall bear the risk of damage or loss of the subject matter from the time of breach of the agreement.
Article 606: When the seller sells the subject matter en route for transportation by the carrier, unless otherwise agreed by the parties, the risk of damage or loss shall be borne by the buyer from the time the contract is established.
Article 607: After the seller transports the subject matter to the place designated by the buyer and delivers it to the carrier in accordance with the agreement, the risk of damage or loss of the subject matter shall be borne by the buyer.
The parties have not agreed on the delivery place or the agreement is unclear, and the subject matter needs to be transported in accordance with the provisions of Article 603, Paragraph 2, Item 1 of this Law. After the seller delivers the subject matter to the first carrier, the subject matter is damaged or damaged. The risk of loss is borne by the buyer.
Article 608 If the seller places the subject matter at the delivery place in accordance with the agreement or in accordance with the second item of paragraph 2 of Article 603 of this Law, and the buyer violates the agreement and fails to take delivery, the subject matter is damaged or lost. The risk shall be borne by the buyer from the time of breach of contract.
Article 609 If the seller fails to deliver documents and information related to the subject matter as agreed, this will not affect the transfer of the risk of damage or loss of the subject matter.
Article 610: If the subject matter cannot meet the quality requirements and thus cannot achieve the purpose of the contract, the buyer may refuse to accept the subject matter or terminate the contract. If the buyer refuses to accept the subject matter or terminates the contract, the risk of damage or loss of the subject matter shall be borne by the seller.
Article 611 If the risk of damage or loss of the subject matter is borne by the buyer, this does not affect the buyer’s right to demand that the seller bear liability for breach of contract because the seller’s performance of its obligations does not comply with the agreement.
Article 612 The seller has the obligation to ensure that a third party does not have any rights to the subject matter delivered, except as otherwise provided by law.
Article 613 If the buyer knows or should know that a third party has rights to the subject matter of the sale when concluding the contract, the seller shall not assume the obligations stipulated in the preceding article.
Article 614 If the buyer has definite evidence to prove that the third party has rights to the subject matter, it may suspend payment of the corresponding price, except where the seller provides appropriate guarantees.
Article 615 The seller shall deliver the subject matter in accordance with the agreed quality requirements. If the seller provides a description of the quality of the subject matter, the delivered subject matter shall comply with the quality requirements of the description.
Article 616 If the parties have not agreed on the quality requirements of the subject matter or the agreement is unclear, and it cannot be determined according to the provisions of Article 510 of this Law, Paragraph 1 of Article 511 of this Law shall apply. Provisions.
Article 617 If the subject matter delivered by the seller does not meet the quality requirements, the buyer may request to bear liability for breach of contract in accordance with the provisions of Articles 582 to 584 of this Law.
Article 618 The parties agree to reduce or exempt the seller from liability for defects in the subject matter. If the seller fails to notify the buyer of defects in the subject matter intentionally or due to gross negligence, the seller has no right to claim for reduction or exemption from liability.
Article 619 The seller shall deliver the subject matter in the agreed packaging method. If there is no agreement on the packaging method or the agreement is unclear, and it cannot be determined according to the provisions of Article 510 of this Law, it shall be packaged in a common way; if there is no common way, it shall be packaged in a way that is sufficient to protect the subject matter and is conducive to resource conservation, Packaging methods that protect the ecological environment.
Article 620 When receiving the subject matter, the buyer shall inspect it within the agreed inspection period. If there is no agreed inspection period, inspection shall be carried out in a timely manner.
Article 621: If the parties agree on an inspection period, the buyer shall notify the seller within the inspection period that the quantity or quality of the subject matter does not comply with the agreement. If the buyer fails to notify, the quantity or quality of the subject matter shall be deemed to comply with the agreement.
If the parties have not agreed on an inspection period, the buyer shall notify the seller within a reasonable period of time when it discovers or should discover that the quantity or quality of the subject matter does not meet the agreement. If the buyer fails to notify the seller within a reasonable period of time or fails to notify the seller within two years from the date of receipt of the subject matter, the quantity or quality of the subject matter shall be deemed to comply with the agreement; however, if there is a quality guarantee period for the subject matter, the quality guarantee period shall apply. The two-year guarantee period does not apply.
If the seller knows or should know that the subject matter provided does not conform to the agreement, the buyer is not subject to the notice time limit specified in the preceding two paragraphs.
Article 622: If the inspection period agreed upon by the parties is too short, and based on the nature of the subject matter and trading practices, it is difficult for the buyer to complete a comprehensive inspection within the inspection period, the period shall only be deemed as the buyer’s inspection of the appearance of the subject matter. Deadline for filing objections about defects.
If the agreed inspection period or quality assurance period is shorter than the period stipulated in laws and administrative regulations, the period stipulated in laws and administrative regulations shall prevail.
Article 623: If the parties have not agreed on the inspection period, and the delivery note, confirmation note, etc. signed by the buyer state the quantity, model, and specification of the subject matter, it is presumed that the buyer has inspected the quantity and appearance defects. , except where relevant evidence is sufficient to overturn it.
Article 624 If the seller delivers the subject matter to a third party in accordance with the instructions of the buyer, and the inspection standards agreed upon by the seller and the buyer are inconsistent with the inspection standards agreed upon by the buyer and the third party, the subject matter shall be deemed to have been sold. The inspection standards agreed between the buyer and the buyer shall prevail.
Article 625 If, in accordance with the provisions of laws, administrative regulations or the agreement of the parties, the subject matter should be recycled after the expiration of its effective useful life, the seller shall have the obligation to recycle the subject matter himself or by entrusting a third party to do so. .
Article 626 The buyer shall pay the price in accordance with the agreed amount and payment method. If there is no agreement on the amount of the price and the method of payment or the agreement is unclear, the provisions of Article 510 and Article 511 Paragraphs 2 and 5 of this Law shall apply.
Article 627 The buyer shall pay the price at the agreed place. If there is no agreement on the place of payment or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, the buyer shall pay at the seller’s place of business; however, it is agreed that the price shall be paid to deliver the subject matter or to deliver it for collection. If the subject matter document is conditioned, payment shall be made at the place where the subject matter is delivered or the document for withdrawing the subject matter is delivered.
Article 628 The buyer shall pay the price according to the agreed time. If there is no agreement on the payment time or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, the buyer shall pay at the same time as it receives the subject matter or documents for withdrawing the subject matter.
Article 629: If the seller delivers more than the subject matter, the buyer may accept or refuse to accept the excess. If the buyer accepts the overpayment, he shall pay the price according to the agreed price; if the buyer refuses to accept the overpayment, he shall promptly notify the seller.
Article 630: The interest generated before the delivery of the subject matter belongs to the seller; the interest generated after the delivery belongs to the buyer. However, unless otherwise agreed by the parties.
Article 631: If the contract is terminated because the principal object of the subject matter does not conform to the agreement, the effect of the termination shall extend to the accessory objects. If an accessory of the subject matter is terminated because it does not comply with the agreement, the effect of the rescission will not be as effective as that of the main item.
Article 632: The subject matter is several things, and if one of the things does not comply with the agreement, the buyer may cancel the said thing. However, if the separation of the thing from other things significantly damages the value of the subject matter, the buyer may terminate the contract for the several things.
Article 633 If the seller delivers the subject matter in batches, and the seller fails to deliver one batch of the subject matter or the delivery does not comply with the agreement, resulting in the failure of the batch of subject matter to achieve the purpose of the contract, the buyer may The subject matter is released.
If the seller fails to deliver one batch of subject matter or the delivery does not comply with the agreement, resulting in the subsequent delivery of other batches of subject matter being unable to achieve the purpose of the contract, the buyer may terminate the contract for that batch and other subsequent batches of subject matter.
If the buyer cancels one batch of subject matter, and that batch of subject matter is interdependent with other batches of subject matter, it can terminate the contract for each batch of subject matter that has been delivered or not yet delivered.
Article 634 If the buyer of installment payment fails to pay the due price by an amount reaching one-fifth of the total price, and fails to pay the due price within a reasonable period of time after being urged, the seller may request the buyer to pay the due price. pay the full price or terminate the contract.
If the seller terminates the contract, it may request the buyer to pay the usage fee of the subject matter.
Article 635: A party that buys or sells based on samples shall seal the samples and may explain the quality of the samples. The subject matter delivered by the seller shall be of the same quality as the sample and its description.
Article 636 If the buyer of a sale by sample does not know that the sample has hidden defects, even if the subject matter delivered is the same as the sample, the quality of the subject matter delivered by the seller shall still meet the usual standards for the same kind of goods.
Article 637 The parties to a trial sale may agree on the trial period of the subject matter. If there is no agreement on the trial period or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, it shall be determined by the seller.
Article 638 The buyer of a trial sale may purchase the subject matter during the trial period, or may refuse to purchase. If the trial period expires and the buyer does not indicate whether to purchase the subject matter, it shall be deemed to have been purchased.
If the buyer of a trial sale has paid part of the price during the trial period or has sold, leased, or established a security interest in the subject matter, he shall be deemed to have agreed to the purchase.
Article 639: If the parties to a trial sale do not agree on the usage fees for the subject matter or the agreement is unclear, the seller has no right to require the buyer to pay.
Article 640 The risk of damage or loss of the subject matter during the trial period shall be borne by the seller.
Article 641: The parties may stipulate in the sales contract that if the buyer fails to perform payment of the price or other obligations, the ownership of the subject matter shall belong to the seller.
The seller’s retained ownership of the subject matter shall not be used against bona fide third parties without registration.
Article 642 The parties agree that the seller shall retain the ownership of the subject matter of the contract. Before the ownership of the subject matter is transferred, if the buyer has any of the following circumstances and causes damage to the seller, unless otherwise agreed by the parties, the seller shall have Right to retrieve the subject matter:
(1) Failure to pay the price as agreed, and failure to pay within a reasonable period of time after being urged;
(2) Failure to complete specific conditions as agreed;
(3) Selling, pledging or otherwise improperly disposing of the subject matter.
The seller may negotiate with the buyer to retrieve the subject matter; if the negotiation fails, the seller may refer to the applicable security rights realization procedures.
Article 643: After the seller takes back the subject matter in accordance with the provisions of paragraph 1 of the preceding article, if the buyer eliminates the reasons for the seller to take back the subject matter within the reasonable redemption period agreed by the parties or designated by the seller, You can request the redemption of the subject matter.
If the buyer fails to redeem the subject matter within the redemption period, the seller may sell the subject matter to a third party at a reasonable price. If there is still a surplus from the sale price after deducting the unpaid price and necessary expenses by the buyer, the seller shall Return to the buyer; the shortfall shall be paid off by the buyer.
Article 644 The rights and obligations of the parties involved in bidding and bidding, as well as the bidding and bidding procedures, etc., shall be in accordance with the provisions of relevant laws and administrative regulations.
Article 645 The rights and obligations of the parties to the auction and the auction procedures shall be in accordance with the provisions of relevant laws and administrative regulations.
Article 646: If the law has provisions for other paid contracts, those provisions shall prevail; if there are no provisions, the relevant provisions of the sales contract shall apply by reference.
Article 647: If the parties agree on a barter transaction to transfer the ownership of the subject matter, the relevant provisions of the sales contract shall apply.
Chapter 10 Contracts for Supply and Use of Electricity, Water, Gas and Heat
Article 648 An electricity supply and use contract is a contract in which the power supplier supplies electricity to the electricity user and the electricity user pays the electricity fee.
Suppliers who supply electricity to the public shall not refuse the reasonable demands of electricity users to enter into contracts.
Article 649 The content of a power supply and use contract generally includes terms such as the method, quality, and time of power supply, the capacity, address, and nature of power consumption, the method of measurement, the price and settlement method of electricity charges, and the maintenance responsibilities of power supply and use facilities. .
Article 650: The place of performance of a power supply and use contract shall be as agreed upon by the parties; if the parties have not agreed or the agreement is unclear, the place where the property rights of the power supply facilities are divided shall be the place of performance.
Article 651 The power supplier shall supply power safely in accordance with the power supply quality standards and agreements stipulated by the state. If the power supplier fails to supply power safely in accordance with the power supply quality standards and agreements stipulated by the state and causes losses to the power user, he shall be liable for compensation.
Article 652: When the power supplier needs to interrupt the power supply due to planned maintenance, temporary maintenance of power supply facilities, power restrictions in accordance with the law, or illegal use of electricity by the power user, he shall notify the power user in advance in accordance with relevant national regulations; if no prior notification is given, If the electricity user interrupts the power supply and causes losses to the electricity user, he shall be liable for compensation.
Article 653: If power is cut off due to natural disasters or other reasons, the power supplier shall make timely repairs in accordance with relevant national regulations; if the power user fails to make timely repairs and causes losses to the power user, he shall bear liability for compensation.
Article 654: Electricity users shall pay electricity bills in a timely manner in accordance with relevant state regulations and the agreement between the parties. If the electricity user fails to pay the electricity bill overdue, he shall pay liquidated damages as agreed. If the electricity user still fails to pay the electricity bill and liquidated damages within a reasonable period of time after being reminded, the power supplier may suspend power supply in accordance with the procedures prescribed by the state.
If the power supplier suspends power supply in accordance with the provisions of the preceding paragraph, it shall notify the power user in advance.
Article 655: Electricity users shall use electricity safely, economically and in a planned manner in accordance with relevant national regulations and the parties’ agreement. If the electricity user fails to use electricity in accordance with relevant national regulations and the agreement between the parties, causing losses to the power supplier, he shall be liable for compensation.
Article 656 Contracts for water supply, gas supply and heat supply shall refer to the relevant provisions of power supply contracts.
Chapter 11 Donation Contract
Article 657 A donation contract is a contract in which the donor gives his property to the donee free of charge and the donee expresses his acceptance of the donation.
Article 658 The donor may revoke the donation before the rights to the donated property are transferred.
The provisions of the preceding paragraph shall not apply to notarized gift contracts or gift contracts that cannot be revoked in accordance with the law and have the nature of public welfare or moral obligations such as disaster relief, poverty alleviation, and assistance to the disabled.
Article 659: If the donated property requires registration or other procedures according to law, the relevant procedures must be completed.
Article 660: If the donor fails to deliver the donated property to a notarized donation contract or a donation contract that cannot be revoked according to law and has the nature of public welfare or moral obligations such as disaster relief, poverty alleviation, and assistance to the disabled, the donee may request delivery.
If the donated property that should be delivered in accordance with the provisions of the preceding paragraph is damaged or lost due to intentional or gross negligence of the donor, the donor shall bear liability for compensation.
Article 661: Donations may be accompanied by obligations.
If a gift comes with obligations, the recipient must perform the obligations as agreed.
Article 662 If the donated property is defective, the donor shall not be held responsible. If a gift is accompanied by an obligation and the donated property is defective, the donor shall bear the same liability as the seller within the limits of the obligation.
If the donor intentionally fails to disclose defects or guarantee that there are no defects, causing losses to the donee, he shall be liable for compensation.
Article 663 If the donee falls into any of the following circumstances, the donor may revoke the donation:
(1) Seriously infringes upon the legitimate rights and interests of the donor or the donor’s close relatives;
(2) Failure to fulfill the obligation to support the donor;
(3) Failure to perform the obligations stipulated in the donation contract.
The donor’s right of revocation shall be exercised within one year from the date when he knows or should know the reason for revocation.
Article 664 If the donor dies or loses his capacity for civil conduct due to the illegal behavior of the recipient, the donor’s heir or legal representative may revoke the donation.
The right of revocation by the donor’s heir or legal representative shall be exercised within six months from the date when he knows or should know the reason for revocation.
Article 665: If the person with the right to revoke revokes the donation, he may request the donee to return the donated property.
第六百六十六条 赠与人的经济状况显著恶化，严重影响其生产经营或者家庭生活的，可以不再履行赠与义务。
Chapter 12 Loan Contract
Article 667 A loan contract is a contract in which the borrower borrows money from the lender and returns the loan and pays interest when due.
Article 668: A loan contract shall be in written form, unless otherwise agreed upon for a loan between natural persons.
The content of a loan contract generally includes terms such as loan type, currency, purpose, amount, interest rate, term and repayment method.
Article 669: When entering into a loan contract, the borrower shall provide the true situation of business activities and financial status related to the loan as required by the lender.
Article 670: Interest on loans shall not be deducted from the principal in advance. If interest is deducted from the principal in advance, the loan shall be returned and interest calculated based on the actual borrowed amount.
Article 671 If the lender fails to provide the loan according to the agreed date and amount, causing losses to the borrower, it shall compensate for the losses.
If the borrower fails to collect the loan on the agreed date and amount, the borrower shall pay interest on the agreed date and amount.
Article 672 The lender may inspect and supervise the use of the loan as agreed. The borrower shall provide relevant financial accounting statements or other information to the lender on a regular basis as agreed.
Article 673: If the borrower fails to use the loan for the agreed purpose, the lender may stop issuing the loan, withdraw the loan in advance or terminate the contract.
Article 674 The borrower shall pay interest according to the agreed period. There is no agreement or the agreement is not clear about the period for payment of interest, and it cannot be determined according to the provisions of Article 510 of this Law. If the loan period is less than one year, it shall be paid when the loan is returned; if the loan period is more than one year, It shall be paid at the end of each year. If the remaining period is less than one year, it shall be paid when the loan is returned.
Article 675 The borrower shall repay the loan within the agreed time limit. If there is no agreement on the loan period or the agreement is unclear, and it cannot be determined according to the provisions of Article 510 of this Law, the borrower may return it at any time; the lender may urge the borrower to return it within a reasonable period of time.
Article 676 If the borrower fails to repay the loan within the agreed time limit, it shall pay overdue interest in accordance with the agreement or relevant national regulations.
Article 677 If the borrower returns the loan in advance, interest shall be calculated based on the actual loan period, unless otherwise agreed by the parties.
Article 678 The borrower may apply to the lender for an extension before the expiration of the repayment period; if the lender agrees, the extension can be made.
Article 679 A loan contract between natural persons is established when the lender provides the loan.
Article 680 Lending at high interest rates is prohibited, and the interest rate for borrowing must not violate relevant state regulations.
If the loan contract does not stipulate the payment of interest, it will be deemed that there is no interest.
If the loan contract does not clearly stipulate the payment of interest, and the parties cannot reach a supplementary agreement, the interest will be determined according to local or party transaction methods, transaction habits, market interest rates and other factors; if the loan is borrowed between natural persons, it will be deemed to have no interest.
Chapter 13 Guarantee Contract
Section 1 General Provisions
Article 681 A guarantee contract is a contract in which the guarantor and the creditor agree, in order to ensure the realization of the creditor’s rights, that the guarantor will perform the debt or assume liability when the debtor fails to perform the due debt or the circumstances agreed upon by the parties occur.
Article 682 A guarantee contract is a subordinate contract to the main creditor’s rights and debts contract. If the principal creditor’s rights and debts contract is invalid, the guarantee contract shall be invalid, unless otherwise provided by law.
After the guarantee contract is confirmed to be invalid, if the debtor, guarantor, or creditor is at fault, they shall each bear corresponding civil liability based on their faults.
Article 683: Institutional legal persons are not allowed to be guarantors, except for on-lending with the approval of the State Council for loans from foreign governments or international economic organizations.
Non-profit legal persons and unincorporated organizations with public welfare purposes shall not be guarantors.
Article 684 The contents of a guarantee contract generally include the type and amount of the guaranteed principal claim, the time limit for the debtor to perform the debt, the method, scope and period of the guarantee, etc.
Article 685 A guarantee contract may be a separate written contract, or it may be a guarantee clause in a principal creditor’s rights and debt contract.
If a third party unilaterally provides a guarantee to the creditor in writing and the creditor accepts it without raising any objection, the guarantee contract is established.
Article 686: The forms of guarantee include general guarantee and joint liability guarantee.
If the parties do not agree on the method of guarantee or the agreement is unclear in the guarantee contract, they shall bear the guarantee liability in accordance with the general guarantee.
Article 687 If the parties agree in the guarantee contract that when the debtor is unable to perform the debt, the guarantor shall bear the guarantee liability, this is a general guarantee.
The guarantor of a general guarantee has the right to refuse to assume guarantee liability to the creditor before the main contract dispute has been tried or arbitrated and the debtor’s property has been enforced in accordance with the law and the debt is still unable to be fulfilled, except in one of the following circumstances:
(1) The debtor’s whereabouts are unknown and there is no property available for execution;
(2) The People’s Court has accepted the debtor’s bankruptcy case;
(3) The creditor has evidence proving that the debtor’s property is insufficient to fulfill all debts or has lost the ability to perform debts;
(4) The guarantor expresses in writing a waiver of the rights stipulated in this paragraph.
Article 688 If the parties agree in the guarantee contract that the guarantor and the debtor shall bear joint and several liability for the debt, it is a joint liability guarantee.
When the debtor under a joint liability guarantee fails to perform the due debt or a situation stipulated by the parties occurs, the creditor may request the debtor to perform the debt or request the guarantor to assume the guarantee liability within the scope of its guarantee.
Article 689 The guarantor may require the debtor to provide a counter-guarantee.
Article 690: The guarantor and the creditor may negotiate and enter into a maximum guarantee contract, agreeing to provide guarantee for continuous claims within a certain period within the maximum amount of claims.
In addition to the provisions of this Chapter, the maximum amount of guarantee shall be subject to the relevant provisions of the maximum amount of mortgage in Part II of this Law.
Section 2 Guarantee Liability
Article 691 The scope of the guarantee includes the principal creditor’s rights and their interest, liquidated damages, damages and expenses for realizing the creditor’s rights. The parties have agreed otherwise, in accordance with its agreement.
Article 692 The guarantee period is the period during which the guarantor assumes the guarantee liability, and no suspension, interruption or extension will occur.
The creditor and the guarantor may agree on a guarantee period, but if the agreed guarantee period is earlier than the main debt performance period or expires at the same time as the main debt performance period, it will be deemed that there is no agreement; if there is no agreement or the agreement is unclear, the guarantee period will expire on the main debt performance period. six months from the date.
If the creditor and the debtor do not agree on the main debt performance period or the agreement is unclear, the guarantee period shall be calculated from the expiration of the grace period in which the creditor requests the debtor to perform the debt.
Article 693: If the creditor of a general guarantee fails to file a lawsuit or apply for arbitration against the debtor during the guarantee period, the guarantor shall no longer bear guarantee liability.
If the creditor under a joint liability guarantee fails to request the guarantor to bear the guarantee liability during the guarantee period, the guarantor shall no longer bear the guarantee liability.
Article 694: If the creditor of a general guarantee files a lawsuit or applies for arbitration against the debtor before the expiration of the guarantee period, the statute of limitations for the guaranteed debt shall begin to be calculated from the date when the guarantor’s right to refuse to assume guarantee liability is extinguished.
If the creditor of a joint liability guarantee requests the guarantor to assume the guarantee liability before the expiration of the guarantee period, the statute of limitations for the guaranteed debt will begin to be calculated from the date the creditor requests the guarantor to assume the guarantee liability.
Article 695: If the creditor and the debtor negotiate to change the content of the main creditor’s debt contract without the written consent of the guarantor, and if the debt is reduced, the guarantor will still bear the liability for the changed debt; if the debt is aggravated, the guarantor will not be responsible for the aggravated part. Warranty liability.
If the creditor and debtor change the performance period of the main creditor’s right and debt contract without the written consent of the guarantor, the guarantee period will not be affected.
Article 696: If a creditor transfers all or part of its creditor’s rights without notifying the guarantor, the transfer shall not be effective against the guarantor.
The guarantor and the creditor have agreed to prohibit the transfer of the creditor’s rights. If the creditor transfers the creditor’s rights without the written consent of the guarantor, the guarantor will no longer assume liability for the transferee.
Article 697: The creditor allows the debtor to transfer all or part of the debt without the written consent of the guarantor, and the guarantor will no longer assume liability for the debt transferred without its consent, unless otherwise agreed between the creditor and the guarantor.
If a third party joins the debt, the guarantor’s liability will not be affected.
Article 698: After the expiration of the main debt performance period, the guarantor of a general guarantee provides the creditor with the true status of the debtor’s property that can be executed. If the creditor abandons or neglects to exercise its rights and the property cannot be executed, the guarantor shall provide the creditor with the real situation. Guarantee liability will no longer be borne within the value of the property available for execution.
Article 699: If there are two or more guarantors for the same debt, the guarantor shall bear the guarantee liability according to the guarantee share agreed in the guarantee contract; if there is no guarantee share agreed upon, the creditor may request any guarantor to bear the guarantee liability within the scope of its guarantee. .
Article 700 After the guarantor assumes the guarantee liability, unless otherwise agreed by the parties, the guarantor shall have the right to recover compensation from the debtor within the scope of the guarantee liability and enjoy the rights of a creditor against the debtor, but shall not harm the interests of the creditor.
Article 701: The guarantor may assert the debtor’s defenses against the creditor. If the debtor gives up his defense, the guarantor still has the right to assert defense against the creditor.
Article 702: If the debtor enjoys the right of set-off or cancellation against the creditor, the guarantor may refuse to assume the guarantee liability within the corresponding scope.
Chapter 14 Lease Contract
Article 703 A lease contract is a contract in which the lessor delivers the leased property to the lessee for use and income, and the lessee pays rent.
Article 704 The contents of a lease contract generally include the name, quantity, purpose, lease term, rent and payment term and method, maintenance of the leased property, etc.
Article 705 The lease term shall not exceed twenty years. If it is more than twenty years old, the excess part will be invalid.
When the lease term expires, the parties may renew the lease contract; however, the agreed lease term shall not exceed twenty years from the date of renewal.
Article 706 If the parties fail to complete the registration and filing procedures for the lease contract in accordance with the laws and administrative regulations, the validity of the contract will not be affected.
Article 707 If the lease term is more than six months, it shall be in writing. If the parties fail to adopt a written form and cannot determine the lease term, it will be deemed to be an indefinite lease.
Article 708 The lessor shall deliver the leased property to the lessee in accordance with the agreement and keep the leased property consistent with the agreed use during the lease term.
Article 709 The lessee shall use the leased property in accordance with the agreed method. If there is no agreement on the use of the leased object or the agreement is unclear, and it cannot be determined according to the provisions of Article 510 of this Law, the use shall be based on the nature of the leased object.
Article 710 If the lessee uses the leased property in accordance with the agreed method or according to the nature of the leased property, causing damage to the leased property, he shall not be liable for compensation.
Article 711 If the lessee fails to use the leased property in accordance with the agreed method or in accordance with the nature of the leased property, causing losses to the leased property, the lessor may terminate the contract and request compensation for losses.
Article 712 The lessor shall perform the maintenance obligations of the leased property, unless otherwise agreed by the parties.
Article 713 When the leased property needs repair, the lessee may request the lessor to repair it within a reasonable period of time. If the lessor fails to fulfill its maintenance obligations, the lessee may repair it by itself, and the maintenance costs shall be borne by the lessor. If the maintenance of the leased property affects the lessee’s use, the rent shall be reduced accordingly or the lease term shall be extended.
If the leased property needs repair due to the lessee’s fault, the lessor shall not assume the maintenance obligations stipulated in the preceding paragraph.
Article 714 The lessee shall properly keep the leased property. If the leased property is damaged or lost due to poor storage, the lessee shall be liable for compensation.
Article 715 The lessee may, with the consent of the lessor, improve the leased property or add other properties.
If the lessee improves or adds other things to the leased property without the consent of the lessor, the lessor may request the lessee to restore it to its original condition or compensate for losses.
Article 716 The lessee may, with the consent of the lessor, sublease the leased property to a third party. If the lessee subleases, the lease contract between the lessee and the lessor shall continue to be valid; if a third party causes losses to the leased property, the lessee shall compensate for the losses.
If the lessee sublets without the lessor’s consent, the lessor may terminate the contract.
Article 717 If the lessee subleases the leased property to a third party with the lessor’s consent, and the sublease period exceeds the lessee’s remaining lease term, the excess agreement will not be legally binding on the lessor, but the lessor Unless otherwise agreed with the lessee.
Article 718 If the lessor knows or should know that the lessee is subletting, but does not raise an objection within six months, the lessor shall be deemed to have agreed to the subletting.
Article 719 If the lessee defaults on rent, the sub-lessee may pay the rent arrears and liquidated damages on behalf of the lessee, except where the sublease contract is not legally binding on the lessor.
The rent and liquidated damages paid by the sub-lessee on behalf of the sub-lessee can be used to offset the rent that the sub-lessee should pay to the lessee; if the amount of rent payable by the sub-lessee exceeds the amount, it can be recovered from the lessee.
Article 720 The income derived from the possession and use of the leased property during the lease term shall belong to the lessee, unless otherwise agreed by the parties.
Article 721 The lessee shall pay the rent according to the agreed period. There is no agreement or the agreement is not clear about the period for payment of rent, and it cannot be determined according to the provisions of Article 510 of this Law. If the lease period is less than one year, payment shall be made when the lease period expires; if the lease period is more than one year, payment shall be made It shall be paid at the end of each year. If the remaining term is less than one year, it shall be paid at the expiration of the lease term.
Article 722 If the lessee fails to pay or delays the payment of rent without justifiable reasons, the lessor may request the lessee to pay within a reasonable period; if the lessee fails to pay within the time limit, the lessor may terminate the contract.
Article 723: If a third party asserts rights and the lessee is unable to use or benefit from the leased property, the lessee may request a reduction in rent or not pay rent.
If a third party claims rights, the lessee shall promptly notify the lessor.
Article 724 If any of the following circumstances occurs and the leased property cannot be used due to reasons other than the lessee’s, the lessee may terminate the contract:
(1) The leased property is sealed or detained by judicial or administrative agencies in accordance with the law;
(2) There is a dispute over the ownership of the leased property;
(3) The leased property violates the mandatory provisions of laws and administrative regulations on conditions of use.
Article 725 If the ownership of the leased object changes during the lessee’s possession period in accordance with the lease contract, the validity of the lease contract will not be affected.
Article 726 If the lessor sells the leased house, it shall notify the lessee within a reasonable period before the sale, and the lessee shall have the right to preemptively purchase the house under the same conditions; however, if the co-owner of the house exercises the right of preemption or rents out the house, Exceptions are made where a person sells his or her house to a close relative.
After the lessor fulfills its notification obligation, if the lessee does not expressly express its intention to purchase within fifteen days, the lessee shall be deemed to have given up its right of first refusal.
Article 727 If the lessor entrusts an auctioneer to auction the leased house, it shall notify the lessee five days before the auction. If the lessee fails to participate in the auction, it will be deemed to have given up the right of first refusal.
Article 728 If the lessor fails to notify the lessee or there are other circumstances that hinder the lessee’s exercise of the right of first refusal, the lessee may request the lessor to bear compensation liability. However, the validity of the house sales contract concluded between the lessor and a third party will not be affected.
Article 729: If the leased property is partially or completely damaged or lost due to reasons not attributable to the lessee, the lessee may request a reduction in rent or not to pay the rent; due to partial or total damage or loss of the leased property, the lessee may If the purpose of the contract cannot be achieved, the lessee may terminate the contract.
Article 730 If the parties have not agreed on the lease term or the agreement is not clear, and it cannot be determined according to the provisions of Article 510 of this Law, it will be deemed to be an indefinite lease; the parties may terminate the contract at any time, but it shall be within a reasonable period of time. Notify the other party beforehand.
Article 731 If the leased property endangers the safety or health of the lessee, even if the lessee knows that the quality of the leased property is not up to standard when entering into the contract, the lessee may still terminate the contract at any time.
Article 732 If the lessee dies during the lease period of the house, the person or co-operator who lived with him or her during his lifetime may rent the house in accordance with the original lease contract.
Article 733 When the lease term expires, the lessee shall return the leased property. The returned leased property shall be in a state in which it was used according to the agreement or according to the nature of the leased property.
Article 734: When the lease term expires and the lessee continues to use the leased property and the lessor raises no objection, the original lease contract will continue to be valid, but the lease term will be indefinite.
Upon expiration of the lease term, the lessee shall have the priority to rent under the same conditions.
Chapter 15 Financial Lease Contract
Article 735 A financial lease contract is a contract in which the lessor purchases the leased object from the seller based on the lessee’s selection of the seller and the leased object, provides it to the lessee for use, and the lessee pays rent.
Article 736 The content of a financial lease contract generally includes the name, quantity, specifications, technical performance, inspection methods, lease term, rent composition, payment period and method, and currency of the leased object. Attribution and other terms.
The financial lease contract shall be in written form.
Article 737 A financial lease contract concluded by the parties with a fictitious leasehold property is invalid.
Article 738 In accordance with the provisions of laws and administrative regulations, administrative permission must be obtained for the operation and use of the leased property. The lessor’s failure to obtain administrative permission shall not affect the validity of the financial lease contract.
Article 739: In a sales contract concluded by the lessor based on the lessee’s selection of the seller and the leased property, the seller shall deliver the subject matter to the lessee in accordance with the agreement, and the lessee shall enjoy the rights of the buyer related to the receipt of the subject matter. s right.
Article 740 If the seller violates its obligation to deliver the subject matter to the lessee and any of the following circumstances occurs, the lessee may refuse to accept the subject matter delivered to it by the seller:
(1) The subject matter seriously fails to comply with the agreement;
(2) Failure to deliver the subject matter as agreed, and failure to deliver the subject matter within a reasonable period of time after being urged by the lessee or lessor.
If the lessee refuses to accept the subject matter, he shall promptly notify the lessor.
Article 741 The lessor, seller and lessee may agree that if the seller fails to perform its obligations under the sales contract, the lessee shall exercise the right to claim compensation. If the lessee exercises its right to claim compensation, the lessor shall provide assistance.
Article 742 The lessee’s right to claim against the seller shall not affect its obligation to pay rent. However, if the lessee relies on the lessor’s skills to determine the leased property or the lessor intervenes in the selection of the leased property, the lessee may request a reduction or exemption of the corresponding rent.
Article 743 If the lessor has one of the following circumstances, causing the lessee to fail to exercise its right to claim against the seller, the lessee has the right to request the lessor to bear corresponding responsibilities:
(1) Knowingly knowing that the leased property has quality defects and failing to inform the lessee;
(2) The lessee failed to provide necessary assistance in a timely manner when exercising its right to claim compensation.
If the lessor fails to exercise its claim rights which can only be exercised against the seller, causing losses to the lessee, the lessee has the right to request the lessor to bear compensation liability.
Article 744: In a sales contract concluded by the lessor based on the lessee’s selection of the seller and the leased property, the lessor shall not change the content of the contract related to the lessee without the consent of the lessee.
Article 745 The lessor’s ownership of the leased property may not be used against a bona fide third party without registration.
Article 746 The rent in a financial lease contract, unless otherwise agreed by the parties, shall be determined based on most or all of the cost of purchasing the leased object and the lessor’s reasonable profits.
Article 747 If the leased property does not comply with the agreement or does not meet the purpose of use, the lessor shall not be held liable. However, this is except where the lessee relies on the lessor’s skills to determine the leased property or the lessor intervenes in the selection of the leased property.
Article 748 The lessor shall ensure the lessee’s possession and use of the leased property.
If the lessor has any of the following circumstances, the lessee has the right to request compensation for losses:
(1) Taking back the leased property without justifiable reasons;
(2) Impeding or interfering with the lessee’s possession and use of the leased property without justifiable reasons;
(3) A third party claims rights to the leased property due to the lessor’s fault;
(4) Other circumstances that improperly affect the lessee’s possession and use of the leased property.
Article 749 If the leased property causes personal injury or property loss to a third party while the lessee is in possession of the leased property, the lessor shall not be held liable.
Article 750 The lessee shall properly keep and use the leased property.
The lessee shall perform maintenance obligations during the period of possession of the leased property.
Article 751: If the leased property is damaged or lost while the lessee is in possession of it, the lessor has the right to request the lessee to continue to pay rent, unless otherwise provided by law or otherwise agreed by the parties.
Article 752 The lessee shall pay the rent as agreed. If the lessee still fails to pay the rent within a reasonable period of time after being reminded, the lessor may request payment of all rent; it may also terminate the contract and take back the leased property.
Article 753 If the lessee transfers, mortgages, pledges, invests in shares or otherwise disposes of the leased property without the consent of the lessor, the lessor may terminate the financial lease contract.
Article 754 If any of the following circumstances occurs, the lessor or lessee may terminate the financial lease contract:
(1) The sales contract between the lessor and the seller is terminated, confirmed to be invalid or revoked, and the sales contract cannot be re-established;
(2) The leased property is damaged or lost due to reasons that are not attributable to the party concerned, and it cannot be repaired or a replacement can be determined;
(3) The purpose of the financial lease contract cannot be realized due to the seller’s reasons.
Article 755 If a financial lease contract is terminated due to the termination of the sales contract, confirmation of invalidity or revocation, and the seller and leased property are selected by the lessee, the lessor has the right to request the lessee to compensate for the corresponding losses; however, due to Exceptions are made where the sales contract is terminated, confirmed to be invalid or revoked due to the lessor’s reasons.
If the lessor’s losses have been compensated when the sales contract is terminated, confirmed to be invalid or revoked, the lessee will no longer bear the corresponding liability for compensation.
Article 756 If a financial lease contract is terminated due to accidental damage or loss of the leased object after it is delivered to the lessee, or other reasons that are not attributable to the parties, the lessor may request compensation from the lessee based on the depreciation of the leased object.
Article 757 The lessor and the lessee may agree on the ownership of the leased property upon expiration of the lease term; if there is no agreement on the ownership of the leased property or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, The ownership of the leased property belongs to the lessor.
Article 758 The parties agree that upon expiration of the lease term, the leased property shall be owned by the lessee. The lessee has paid most of the rent, but is unable to pay the remaining rent. The lessor therefore terminates the contract and takes back the leased property. The value of the recovered leased property exceeds the value of the leased property. If the rent and other fees are owed by the tenant, the tenant may request for corresponding refund.
The parties agree that upon expiration of the lease term, the leased property shall belong to the lessor. If the leased property is damaged, lost, or attached or mixed with other things, resulting in the lessee being unable to return it, the lessor shall have the right to request reasonable compensation from the lessee.
Article 759: If the parties agree that upon expiration of the lease term, the lessee only needs to pay a nominal price to the lessor, the ownership of the leased property shall be deemed to be vested in the lessee after the agreed rental obligations have been fulfilled.
第七百六十条 融资租赁合同无效，当事人就该情形下租赁物的归属有约定的，按照其约定；没有约定或者约定不明确的，租赁物应当返还出租人。但是，因承租人原因致使合同无效，出租人不请求返还或者返还后会显著降低租赁物效用的，租赁物的所有权归承租人，由承租人给予出租人合理补偿。
Chapter 16 Factoring Contract
Article 761 A factoring contract is when the creditor of accounts receivable transfers existing or future accounts receivable to the factor, and the factor provides financing, accounts receivable management, or collection and receivables. Contracts for services such as debt collection guarantees and payment guarantees.
Article 762 The content of a factoring contract generally includes terms such as business type, service scope, service period, basic transaction contract status, accounts receivable information, factoring financing or service remuneration and its payment method.
Factoring contracts should be in written form.
Article 763: If the creditor and debtor of accounts receivable fabricate accounts receivable as the subject of transfer and enter into a factoring contract with a factor, the debtor of accounts receivable shall not contest the guarantee on the grounds that the accounts receivable do not exist. factor, except where the factor is knowingly fictitious.
Article 764: When a factor issues a notice of transfer of accounts receivable to the debtor of the accounts receivable, the factor shall indicate the identity of the factor and attach necessary certificates.
Article 765: After the debtor of accounts receivable receives the notice of transfer of accounts receivable, if the creditor of accounts receivable and the debtor negotiate to change or terminate the basic transaction contract without justifiable reasons, which has an adverse impact on the factor, the creditor of accounts receivable shall The factor is ineffective.
Article 766 If the parties agree on factoring with recourse, the factor may claim from the creditor of the accounts receivable the return of the principal and interest of the factoring financing or the repurchase of the creditor’s rights in the accounts receivable, or the factor may claim against the creditor of the accounts receivable. The debtor asserts a claim on accounts receivable. When a factor asserts a claim on the accounts receivable from the debtor of the accounts receivable, if there is any remainder after deducting the principal, interest and related expenses of the factoring financing, the remainder shall be returned to the creditor of the accounts receivable.
Article 767 If the parties agree on non-recourse factoring, the factor shall claim the debtor’s claim on the accounts receivable, and the factor shall obtain the excess of the principal, interest and related expenses of the factoring financing. There is no need to pay back the receivables creditor.
Article 768: If a creditor of accounts receivable enters into multiple factoring contracts for the same account receivable, resulting in multiple factors claiming rights, the registered ones will obtain the accounts receivable before the unregistered ones; both If it has been registered, the accounts receivable will be obtained in the order of registration time; if neither has been registered, the account receivable will be obtained by the factor stated in the transfer notice that first reaches the debtor of the accounts receivable; if it is neither registered nor If no notification is given, accounts receivable shall be obtained in proportion to the factoring financing or service remuneration.
Article 769 If there are no provisions in this chapter, the relevant provisions on the transfer of creditor’s rights in Chapter 6 of this part shall apply.
Chapter 17 Contract
Article 770 A contract is a contract in which the contractor completes the work according to the client’s requirements, delivers the work results, and the client pays remuneration.
Contracting includes processing, customization, repair, copying, testing, inspection and other work.
Article 771 The contents of a contract generally include the subject matter, quantity, quality, remuneration, contract method, provision of materials, performance period, acceptance standards and methods, etc.
Article 772 The contractor shall complete the main work with its own equipment, technology and labor, unless otherwise agreed by the parties.
If the contractor entrusts the main work of the contract to a third party to complete, he shall be responsible to the ordering party for the results of the work completed by the third party; the ordering party may also terminate the contract without the consent of the ordering party.
Article 773 The contractor may entrust the auxiliary work of the contract to a third party to complete. If the contractor entrusts the auxiliary work to be completed by a third party, he shall be responsible to the ordering party for the results of the work completed by the third party.
Article 774 If the contractor provides materials, the materials shall be selected in accordance with the agreement and shall be inspected by the orderer.
Article 775 If the client provides materials, the materials shall be provided in accordance with the agreement. The contractor shall promptly inspect the materials provided by the orderer. If any materials are found to be inconsistent with the agreement, the contractor shall promptly notify the orderer to replace, make up for them, or take other remedial measures.
The contractor shall not replace the materials provided by the orderer without authorization, and shall not replace parts that do not require repair.
Article 776 If the contractor finds that the drawings or technical requirements provided by the orderer are unreasonable, he shall promptly notify the orderer. If the contractor suffers losses due to the client’s failure to respond or other reasons, the contractor shall compensate for the losses.
Article 777 If the client changes the requirements of the contracted work midway, causing losses to the contractor, he shall compensate for the losses.
Article 778 If the contracted work requires the assistance of the ordering party, the ordering party shall have the obligation to assist. If the ordering party fails to perform its assistance obligations and the contract work cannot be completed, the contractor may urge the ordering party to perform its obligations within a reasonable period and may extend the performance period; if the ordering party fails to perform within the time limit, the contractor may terminate the contract.
Article 779 During the period of work, the contractor shall accept necessary supervision and inspection by the ordering party. The ordering party shall not interfere with the contractor’s normal work due to supervision and inspection.
Article 780 After the contractor completes the work, he shall deliver the work results to the orderer and submit necessary technical information and relevant quality certificates. The orderer shall accept the work results.
Article 781 If the work results delivered by the contractor do not meet the quality requirements, the ordering party may reasonably choose to request the contractor to bear liability for breach of contract such as repairs, redoing, reduction of remuneration, compensation for losses, etc.
Article 782 The client shall pay remuneration according to the agreed time limit. If there is no agreement on the time limit for payment of remuneration or the agreement is unclear, and it cannot be determined according to the provisions of Article 510 of this Law, the ordering party shall pay when the contractor delivers the work results; if the work results are partially delivered, the ordering party shall Payment should be made accordingly.
Article 783 If the client fails to pay remuneration or material fees to the contractor, the contractor shall have the right of lien on the completed work results or the right to refuse delivery, unless otherwise agreed by the parties.
Article 784 The contractor shall properly keep the materials provided by the client and the completed work results. If damage or loss is caused by improper storage, he shall be liable for compensation.
Article 785 The contractor shall keep secrets in accordance with the ordering party’s requirements, and shall not retain copies or technical data without the ordering party’s permission.
Article 786 The joint contractor shall bear joint and several liability to the ordering party, unless otherwise agreed by the parties.
Article 787 The client may terminate the contract at any time before the contractor completes the work. If losses are caused to the contractor, he shall compensate for the losses.
Chapter 18 Construction Project Contract
Article 788 A construction project contract is a contract in which the contractor carries out the project construction and the contractor pays the price.
Construction project contracts include engineering survey, design, and construction contracts.
Article 789 A construction project contract shall be in written form.
Article 790: Bidding activities for construction projects shall be conducted openly, fairly and impartially in accordance with the provisions of relevant laws.
Article 791 The contractor may enter into a construction project contract with the general contractor, or enter into survey, design, and construction contract contracts with the surveyor, designer, and constructor respectively. The contractor shall not divide a construction project that should be completed by one contractor into several parts and award them to several contractors.
The general contractor or the survey, design or construction contractor may, with the consent of the contractor, assign part of its contracted work to a third party to complete. The third party shall be jointly and severally liable to the contractor with the general contractor or the survey, design, and construction contractor for the work results completed by it. The contractor shall not subcontract all the construction projects it has contracted to a third party or subcontract all the construction projects it has contracted to a third party in the name of subcontracting.
Contractors are prohibited from subcontracting projects to units that do not have the corresponding qualifications. Subcontracting units are prohibited from subcontracting the projects they contracted. The construction of the main structure of the construction project must be completed by the contractor himself.
Article 792 Major national construction project contracts shall be concluded in accordance with the procedures prescribed by the state and the investment plan, feasibility study report and other documents approved by the state.
Article 793: If the construction contract for a construction project is invalid, but if the construction project passes the inspection and acceptance, the contractor may be compensated at a discounted price according to the contract’s provisions on the project price.
If the construction contract of a construction project is invalid and the construction project fails to pass the inspection and acceptance, it shall be handled according to the following circumstances:
(1) If the repaired construction project passes the acceptance inspection, the contractor may request the contractor to bear the repair costs;
(2) If the repaired construction project fails to pass the acceptance inspection, the contractor has no right to request compensation with reference to the discounted price of the project as agreed in the contract.
If the contractor is at fault for losses caused by unqualified construction projects, he shall bear corresponding responsibilities.
Article 794 The content of a survey and design contract generally includes terms such as the time limit for submitting relevant basic information and budget estimates, quality requirements, costs, and other cooperation conditions.
Article 795 The content of a construction contract generally includes the scope of the project, the construction period, the start and completion time of intermediate projects, project quality, project cost, technical data delivery time, material and equipment supply responsibilities, appropriation and settlement, completion Terms such as acceptance, quality warranty scope and quality warranty period, mutual cooperation, etc.
Article 796: If a construction project is subject to supervision, the contractor shall enter into a supervision contract in writing with the supervisor. The rights, obligations and legal responsibilities of the contractor and the supervisor shall be in accordance with the provisions of the entrustment contract and other relevant laws and administrative regulations.
Article 797 The contractor may inspect the progress and quality of the work at any time without hindering the contractor’s normal operations.
Article 798 Before concealing a concealed project, the contractor shall notify the contractor for inspection. If the contractor fails to inspect in time, the contractor can postpone the project date and has the right to request compensation for losses caused by work stoppage, delay in work, etc.
Article 799: After the construction project is completed, the contractor shall conduct timely acceptance according to the construction drawings and instructions, the construction acceptance specifications and quality inspection standards issued by the state. If the acceptance is passed, the contractor shall pay the price as agreed and accept the construction project.
A construction project may not be delivered for use until it has passed the acceptance inspection upon completion; it shall not be delivered for use without acceptance inspection or if it fails to pass the acceptance inspection.
Article 800 If the quality of the survey or design does not meet the requirements or the survey or design documents are not submitted within the time limit and the construction period is delayed, causing losses to the contractor, the surveyor or designer shall continue to improve the survey and design, and reduce or waive the survey and design fees. fees and compensation for losses.
801. If the quality of the construction project does not meet the agreement due to the fault of the builder, the contractor has the right to request the builder to repair or rework or reconstruct the project free of charge within a reasonable period of time. If delivery is delayed due to repairs, rework, or reconstruction, the builder shall bear liability for breach of contract.
Article 802 If the construction project causes personal injury or property loss during the reasonable period of use due to the contractor’s fault, the contractor shall bear liability for compensation.
Article 803 If the contractor fails to provide raw materials, equipment, sites, funds, and technical information as per the agreed time and requirements, the contractor may postpone the project date and has the right to request compensation for losses caused by work stoppage, delay in work, etc.
Article 804 If the construction of the project is suspended or postponed midway due to the reasons of the contractor, the contractor shall take measures to make up for or reduce the losses and compensate the contractor for the suspension, delay in work, relocation of machinery and equipment, and material relocation caused by this. and component backlog and other losses and actual expenses.
Article 805 If the contractor changes the plan, provides inaccurate information, or fails to provide necessary survey and design working conditions within the time limit, resulting in the rework, suspension or design modification of the survey or design, the contractor shall follow the instructions of the surveyor, The incremental cost of the actual work consumed by the designer.
Article 806 If the contractor subcontracts the construction project or subcontracts illegally, the contractor may terminate the contract.
If the main building materials, building components and equipment provided by the contractor do not meet the mandatory standards or fail to perform its assistance obligations, resulting in the contractor being unable to perform construction, and if the contractor fails to perform the corresponding obligations within a reasonable period after being reminded, the contractor may terminate the contract.
After the contract is terminated, if the quality of the completed construction project is up to standard, the contractor shall pay the corresponding project price as agreed; if the quality of the completed construction project is unqualified, it shall be dealt with in accordance with the provisions of Article 793 of this Law.
Article 807 If the contractor fails to pay the price as agreed, the contractor may urge the contractor to pay the price within a reasonable period of time. If the contract developer fails to pay within the time limit, the contractor may agree with the contract developer to discount the project or request the people’s court to auction the project in accordance with the law, unless discount or auction is inappropriate due to the nature of the construction project. The price of the construction project will be paid first based on the discount or auction price of the project.
Article 808 If there are no provisions in this chapter, the relevant provisions of the contract shall apply.
Chapter 19 Transport Contract
Section 1 General Provisions
Article 809 A transportation contract is a contract in which the carrier transports passengers or goods from the place of departure to the agreed place, and the passengers, shippers or consignees pay the fare or transportation charges.
Article 810: Carriers engaged in public transportation shall not refuse ordinary and reasonable transportation requirements of passengers and shippers.
Article 811 The carrier shall safely transport passengers and cargo to the agreed place within the agreed time limit or within a reasonable time limit.
Article 812 The carrier shall transport passengers and goods to the agreed place according to the agreed or usual transportation route.
Article 813 Passengers, shippers or consignees shall pay the fare or transportation charges. If the carrier fails to follow the agreed route or usual route and increases the fare or transportation fee, the passenger, shipper or consignee may refuse to pay the increased fare or transportation fee.
Section 2 Passenger Transport Contract
Article 814 A passenger transport contract is established when the carrier issues a passenger ticket to the passenger, unless otherwise agreed upon by the parties or based on other transaction practices.
Article 815 Passengers shall travel according to the time, flight and seat number recorded on the valid ticket. If a passenger travels without a ticket, travels beyond the distance, travels in a skipped class, or travels with a discounted ticket that does not meet the conditions for price reduction, he/she must pay the fare, and the carrier may charge an additional fare in accordance with regulations; if the passenger fails to pay the fare, the carrier may Refusal to transport.
If a passenger under a real-name passenger transport contract loses his ticket, he can request the carrier to report the loss and reissue it, and the carrier is not allowed to charge the ticket price and other unreasonable fees again.
Article 816 If a passenger is unable to take the ticket at the time recorded on the ticket due to his or her own reasons, the passenger shall handle the refund or change procedures within the agreed time limit; if the procedure is overdue, the carrier may not refund the ticket price and no longer assumes the transportation obligation. .
Article 817 Passengers’ carry-on baggage must comply with the agreed limit and category requirements; if baggage exceeds the limit or violates category requirements, the luggage must be checked in.
Article 818 Passengers are not allowed to carry with them or carry in their luggage any dangerous or prohibited items that are flammable, explosive, toxic, corrosive, radioactive, or that may endanger the safety of people and property on the vehicle.
If a passenger violates the provisions of the preceding paragraph, the carrier may unload, destroy or deliver dangerous goods or prohibited goods to the relevant departments. If a passenger insists on carrying or carrying dangerous goods or prohibited items, the carrier shall refuse to transport them.
Article 819 The carrier shall strictly fulfill its obligations for safe transportation and promptly inform passengers of matters that should be paid attention to for safe transportation. Passengers should actively assist and cooperate with the reasonable arrangements made by the carrier for safe transportation.
Article 820 The carrier shall transport passengers according to the time, flight and seat number recorded on the valid passenger ticket. If the carrier delays transportation or has other circumstances that prevent normal transportation, it shall inform and remind passengers in a timely manner, take necessary resettlement measures, and arrange to change to other flights or refund tickets according to the passengers’ requirements; if the passenger’s losses are caused thereby, the carrier shall bear the responsibility Liability, except where the liability cannot be attributed to the carrier.
Article 821 If the carrier lowers the service standards without authorization, it shall refund the ticket or reduce the fare according to the passenger’s request; if the carrier raises the service standard, it shall not charge more fare.
Article 822 During the transportation process, the carrier shall try its best to rescue passengers who are suffering from acute illness, childbirth, or are in distress.
Article 823 The carrier shall be liable for compensation for the casualties of passengers during transportation; however, unless the casualties are caused by the passengers’ own health or the carrier proves that the casualties were caused intentionally or by gross negligence of the passengers.
The provisions of the preceding paragraph shall apply to ticketless passengers who are free of charge in accordance with regulations, hold preferential tickets, or are permitted to board by the carrier.
Article 824 If the items carried by passengers are damaged or lost during transportation, and the carrier is at fault, he shall be liable for compensation.
If a passenger’s checked baggage is damaged or lost, the relevant regulations on cargo transportation shall apply.
Section 3 Freight Contract
Article 825 When handling the transportation of goods, the shipper shall accurately indicate to the carrier the name of the consignee or the consignee by instruction, the name, nature, weight, quantity of the goods, the place of receipt and other relevant goods. Transportation necessary.
If the carrier’s losses are caused by the shipper’s false declaration or omission of important information, the shipper shall be liable for compensation.
Article 826 If the transportation of goods requires approval, inspection and other procedures, the shipper shall submit the documents showing that the relevant procedures have been completed to the carrier.
Article 827 The shipper shall pack the goods in the agreed manner. If there is no agreement on the packaging method or the agreement is unclear, the provisions of Article 619 of this Law shall apply.
If the shipper violates the provisions of the preceding paragraph, the carrier may refuse transportation.
Article 828 If a shipper consigns flammable, explosive, toxic, corrosive, radioactive and other dangerous goods, he shall properly package the dangerous goods in accordance with the national regulations on the transportation of dangerous goods and make dangerous goods signs and signs. label, and submit written materials regarding the name, nature and precautions of the dangerous goods to the carrier.
If the shipper violates the provisions of the preceding paragraph, the carrier may refuse transportation or take corresponding measures to avoid losses, and the costs incurred shall be borne by the shipper.
Article 829 Before the carrier delivers the goods to the consignee, the shipper may require the carrier to suspend transportation, return the goods, change the place of arrival, or hand over the goods to another consignee, but shall compensate the carrier for any consequences suffered thereby. Loss.
Article 830 After the goods arrive, if the carrier knows the consignee, he shall notify the consignee in time, and the consignee shall pick up the goods in time. If the consignee picks up the goods after the due date, he shall pay storage fees and other expenses to the carrier.
Article 831 When picking up the goods, the consignee shall inspect the goods according to the agreed time limit. If there is no agreement on the time limit for inspecting the goods or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, the goods shall be inspected within a reasonable period. If the consignee does not raise any objection to the quantity, damage, etc. of the goods within the agreed period or within a reasonable period, it will be deemed as preliminary evidence that the carrier has delivered the goods in accordance with the records in the transport document.
Article 832 The carrier shall be liable for compensation for damage or loss of goods during transportation. However, the carrier will not be liable for compensation if it proves that the damage or loss of the goods was caused by force majeure, the natural nature of the goods themselves or reasonable loss, or the fault of the shipper or consignee.
Article 833 If the parties have agreed on the amount of compensation for damage or loss of goods, the amount shall be in accordance with the agreement; if there is no agreement or the agreement is unclear and cannot be determined in accordance with the provisions of Article 510 of this Law, the amount shall be in accordance with the amount delivered. Or the market price at the place of arrival of the goods when delivery should be calculated. If laws and administrative regulations have other provisions on the calculation method of compensation and the limit of compensation, those provisions shall prevail.
Article 834 If two or more carriers carry out combined transportation by the same mode of transportation, the carrier that has entered into a contract with the shipper shall bear responsibility for the entire transportation; if the loss occurs in a certain transportation section, the carrier that has entered into a contract with the shipper shall bear responsibility for the entire transportation process. The carrier and the carrier of this segment bear joint and several liability.
Article 835 If the goods are lost due to force majeure during transportation, if the freight has not been collected, the carrier shall not request payment of freight; if the freight has been collected, the shipper may request for return. If the law provides otherwise, such provisions shall prevail.
Article 836 If the shipper or consignee fails to pay the freight, storage fees or other fees, the carrier shall have the right of lien on the corresponding transported goods, unless otherwise agreed by the parties.
Article 837 If the consignee is unknown or the consignee refuses to accept the goods without justifiable reasons, the carrier may take delivery of the goods in accordance with the law.
Section 4 Multimodal Transport Contract
Article 838 The multimodal transport operator is responsible for performing or organizing the performance of the multimodal transport contract, and shall enjoy the rights of the carrier for the entire transportation and assume the obligations of the carrier.
Article 839 A multimodal transport operator may agree on mutual responsibilities with the segment carriers participating in the multimodal transport regarding the transportation in each segment of the multimodal transport contract; however, this agreement does not affect the multimodal transport operator’s Responsible for the entire transportation process.
Article 840 When a multimodal transport operator receives the goods delivered by the shipper, it shall issue a multimodal transport document. According to the requirements of the shipper, the multimodal transport document can be a negotiable document or a non-negotiable document.
841 If the multimodal transport operator suffers losses due to the consignor’s fault when consigning the goods, the shipper shall still be liable for compensation even if the shipper has transferred the multimodal transport documents.
Article 842 If the damage or loss of goods occurs in a certain transportation section of multimodal transport, the multimodal transport operator’s liability and liability limit shall be subject to the relevant legal provisions regulating the mode of transportation in that section; If the transportation section where the damage or loss occurs cannot be determined, the liability for compensation shall be borne in accordance with the provisions of this chapter.
Chapter 20 Technology Contract
Section 1 General Provisions
Article 843 A technology contract is a contract that establishes mutual rights and obligations between the parties regarding technology development, transfer, licensing, consultation or services.
Article 844 The conclusion of a technology contract shall be conducive to the protection of intellectual property rights and the advancement of science and technology, and promote the research and development, transformation, application and promotion of scientific and technological achievements.
Article 845 The content of a technology contract generally includes the name of the project, the content, scope and requirements of the subject matter, the plan, location and method of implementation, the confidentiality of technical information and materials, the ownership of technical achievements and the distribution method of income, Acceptance standards and methods, explanation of terms and terms, etc.
Technical background information related to the performance of the contract, feasibility study and technical evaluation reports, project mission statements and plans, technical standards, technical specifications, original design and process documents, and other technical documents may be used as components of the contract according to the agreement of the parties. part.
If a technology contract involves a patent, it shall indicate the name of the invention, the patent applicant and patentee, the application date, application number, patent number and the validity period of the patent right.
Article 846 The method of payment of the price, remuneration or royalties of a technology contract shall be agreed upon by the parties. It may be a lump sum payment, a lump sum payment or a lump sum payment or payment in installments. It may also be paid as a commission or as a commission payment plus an advance entry fee. Way.
If it is agreed that commission payment will be made, it can be based on the product price, the new output value, profit or product sales after the implementation of the patent and the use of technical secrets, or a certain percentage of the product sales, or it can be calculated according to other agreed methods. The proportion of commission payment can be fixed proportion, increasing proportion year by year or decreasing proportion year by year.
If there is an agreement on commission payment, the parties may agree on the method of reviewing relevant accounting accounts.
Article 847 If the right to use or transfer a job-related technical achievement belongs to a legal person or an unincorporated organization, the legal person or unincorporated organization may enter into a technology contract for the job-related technical achievement. When a legal person or an unincorporated organization enters into a technology contract to transfer job-related technical achievements, the person who completed the job-related technical achievements shall have priority in receiving the transfer under the same conditions.
Job technical achievements are technical achievements that are accomplished by performing the work tasks of a legal person or unincorporated organization, or mainly by utilizing the material and technical conditions of a legal person or unincorporated organization.
Article 848 The right to use and transfer non-job technical achievements belongs to the individual who completed the technical achievements. The individual who completed the technical achievements may enter into a technology contract for the non-job technical achievements.
Article 849: Individuals who have completed technological achievements shall have the right to indicate on relevant technical achievement documents that they are the completers of technological achievements and the right to obtain certificates of honor and awards.
Article 850 A technology contract that illegally monopolizes technology or infringes upon the technological achievements of others is invalid.
Section 2 Technology Development Contract
Article 851 A technology development contract is a contract entered into between the parties regarding the research and development of new technologies, new products, new processes, new varieties or new materials and their systems.
Technology development contracts include entrusted development contracts and cooperative development contracts.
Technology development contracts should be in writing.
Contracts concluded between parties regarding the implementation and transformation of scientific and technological achievements with practical value shall refer to the relevant provisions of applicable technology development contracts.
Article 852 The client of an entrusted development contract shall pay research and development funds and remuneration as agreed, provide technical information, put forward research and development requirements, complete collaboration matters, and accept research and development results.
Article 853 The researcher and developer under the entrusted development contract shall formulate and implement the research and development plan as agreed, reasonably use the research and development funds, complete the research and development work on schedule, deliver the research and development results, and provide relevant technical information and necessary technology. Provide guidance and help clients grasp research and development results.
Article 854 If a party to an entrusted development contract violates the agreement and causes stagnation, delay or failure in research and development work, he shall bear liability for breach of contract.
Article 855 The parties to a cooperative development contract shall make investments in accordance with the agreement, including investing in technology, participating in research and development work according to their division of labor, and cooperating in research and development work.
Article 856 If a party to a cooperative development contract violates the agreement and causes stagnation, delay or failure in the research and development work, he shall bear liability for breach of contract.
Article 857 If the technology that is the subject of a technology development contract has been disclosed by others, making the performance of the technology development contract meaningless, the parties may terminate the contract.
Article 858 During the performance of a technology development contract, if insurmountable technical difficulties arise, resulting in the failure or partial failure of research and development, the risk shall be agreed upon by the parties; if there is no agreement or the agreement is unclear, the risk shall be determined in accordance with Article 500 of this Law. If the provisions of Article 10 still cannot be determined, the risks shall be reasonably shared by the parties.
When one party discovers the circumstances stipulated in the preceding paragraph that may lead to the failure or partial failure of research and development, it shall promptly notify the other party and take appropriate measures to reduce the losses; if it fails to notify the other party in time and take appropriate measures, causing the losses to expand, it shall bear the responsibility for the expanded losses. responsibility.
Article 859 For inventions and creations developed through entrustment, unless otherwise provided by law or otherwise agreed upon by the parties, the right to apply for a patent belongs to the researcher and developer. If a research developer obtains a patent right, the client may implement the patent in accordance with the law.
If a research developer transfers the right to apply for a patent, the client shall have the priority to receive the transfer under the same conditions.
Article 860 For an invention-creation completed through cooperative development, the right to apply for a patent belongs to all parties involved in the joint development; if one party transfers its jointly owned right to apply for a patent, the other parties shall have the priority to receive the transfer under the same conditions. However, unless otherwise agreed by the parties.
If one party to a joint development declares to give up its shared right to apply for a patent, the other party may apply alone or jointly with the other parties, unless otherwise agreed by the parties. If the applicant obtains a patent right, the party that gives up the right to apply for the patent can exploit the patent free of charge.
If one party to the joint development does not agree to apply for a patent, the other party or other parties may not apply for a patent.
Article 861 The right to use, the right to transfer, and the method of distributing the proceeds from the technical secrets developed through entrustment or cooperative development shall be agreed upon by the parties; if there is no agreement or the agreement is unclear, the right to use or transfer the technical secrets developed through entrustment or cooperation shall be agreed upon by the parties. If the provisions are still uncertain, the parties shall have the right to use and transfer the same technical solution until the patent right is granted. However, the researcher and developer who commissioned the development shall not transfer the research and development results to a third party before delivering the research and development results to the client.
Section 3 Technology Transfer Contract and Technology Licensing Contract
Article 862 A technology transfer contract is a contract entered into by a legal rights holder who owns technology and transfers the relevant rights of existing specific patents, patent applications, and technical secrets to others.
A technology licensing contract is a contract entered into by the right holder who legally owns the technology and licenses the relevant rights to existing specific patents and technical secrets to others to implement and use.
Agreements in technology transfer contracts and technology licensing contracts regarding the provision of special equipment and raw materials for the implementation of technology or the provision of relevant technical consultation and technical services shall be an integral part of the contract.
Article 863 Technology transfer contracts include contracts such as the transfer of patent rights, the transfer of patent application rights, and the transfer of technical secrets.
Technology licensing contracts include patent implementation licenses, technology secret use licenses and other contracts.
Technology transfer contracts and technology licensing contracts shall be in writing.
Article 864 Technology transfer contracts and technology licensing contracts may stipulate the scope of implementing patents or using technical secrets, but they shall not restrict technological competition and technological development.
Article 865 A patent license contract is only valid during the duration of the patent right. If the validity period of the patent right expires or the patent right is declared invalid, the patentee shall not enter into a patent license contract with others for the patent.
Article 866 The licensor of a patent exploitation license contract shall permit the licensee to exploit the patent as agreed, deliver technical materials related to the exploitation of the patent, and provide necessary technical guidance.
Article 867 The licensee of a patent license contract shall implement the patent in accordance with the agreement, shall not license a third party other than the agreement to implement the patent, and shall pay royalties in accordance with the agreement.
Article 868 The assignor of a technology secret transfer contract and the licensor of a technology secret use license contract shall provide technical information and provide technical guidance as agreed, ensure the practicality and reliability of the technology, and assume confidentiality obligations.
The confidentiality obligations stipulated in the preceding paragraph shall not restrict the licensor from applying for a patent, unless otherwise agreed upon by the parties.
Article 869 The transferee of a technology secret transfer contract and the licensee of a technology secret use licensing contract shall use the technology as agreed, pay transfer fees and usage fees, and assume confidentiality obligations.
Article 870 The transferor of a technology transfer contract and the licensor of a technology licensing contract shall ensure that they are the legal owners of the technology provided, and that the technology provided is complete, correct, effective, and capable of achieving the agreed goals. .
Article 871 The transferee of a technology transfer contract and the licensee of a technology licensing contract shall, in accordance with the agreed scope and period, bear the obligation to keep confidential the undisclosed secret parts of the technology provided by the transferor or licensor. .
Article 872 If the licensor fails to license the technology as agreed, he shall return part or all of the royalties and bear liability for breach of contract; if the licensor implements the patent or uses the technical secret beyond the scope of the agreement, he shall violate the agreement and license a third party to implement the technology without authorization. Anyone who patents the patent or uses the technical secret shall cease the breach of contract and bear liability for breach of contract; anyone who violates the agreed confidentiality obligations shall bear liability for breach of contract.
If the transferor bears liability for breach of contract, the provisions of the preceding paragraph shall apply.
Article 873 If the licensee fails to pay the usage fee as agreed, he shall make up the usage fee and pay liquidated damages as agreed; if he fails to make up the usage fee or pay the liquidated damages as agreed, he shall cease to implement the patent or use the technical secrets, Return the technical data and bear liability for breach of contract; if the implementation of a patent or the use of technical secrets exceeds the agreed scope, and if a third party is permitted to implement the patent or use the technical secrets without the consent of the licensor, the breach of contract shall be discontinued and the liability for breach of contract shall be borne; If there is an agreed confidentiality obligation, the party shall bear liability for breach of contract.
The transferee shall be liable for breach of contract, and the provisions of the preceding paragraph shall apply.
Article 874 If the transferee or licensee exploits the patent or uses technical secrets to infringe upon the legitimate rights and interests of others as agreed, the transferor or licensor shall bear the liability, unless otherwise agreed by the parties.
Article 875 The parties may, in accordance with the principle of mutual benefit, stipulate in the contract the method for sharing the technical results resulting from the subsequent improvement of the patent or the use of technical secrets; if there is no agreement or the agreement is unclear, the parties shall stipulate in accordance with Article 510 of this Law If the stipulations are still uncertain, the other parties will not have the right to share the technical results of subsequent improvements by one party.
Article 876 The relevant provisions of this section shall apply with reference to the transfer and licensing of exclusive rights to layout designs of integrated circuits, new plant variety rights, computer software copyrights and other intellectual property rights.
Article 877 If laws or administrative regulations have other provisions on technology import and export contracts or patent or patent application contracts, those provisions shall prevail.
Section 4 Technical Consulting Contract and Technical Service Contract
Article 878 A technical consulting contract is a contract entered into by one party using technical knowledge to provide the other party with feasibility studies, technical predictions, special technical investigations, analysis and evaluation reports, etc. for specific technical projects.
A technical service contract is a contract entered into by one party using technical knowledge to solve specific technical problems for the other party. It does not include contract contracts and construction project contracts.
Article 879 The client of a technical consulting contract shall clarify the consulting issues as agreed, provide technical background materials and relevant technical information, accept the work results of the trustee, and pay remuneration.
Article 880 The trustee of a technical consulting contract shall complete the consulting report or answer questions within the agreed time limit, and the consulting report submitted shall meet the agreed requirements.
Article 881 If the client of a technical consulting contract fails to provide necessary information as agreed, affecting the progress and quality of the work, or refuses to accept the work results or accepts them after the deadline, the remuneration paid shall not be recovered, and the unpaid remuneration shall be paid.
If the trustee of a technical consulting contract fails to submit a consulting report on time or the consulting report submitted does not comply with the agreement, he shall be liable for breach of contract such as reduced or exempted remuneration.
The losses caused by the client of a technical consulting contract making decisions based on the trustee’s consulting reports and opinions that meet the agreed requirements shall be borne by the client, unless otherwise agreed by the parties.
Article 882 The client of a technical service contract shall provide working conditions as agreed, complete cooperation matters, accept work results and pay remuneration.
Article 883 The trustee of a technical service contract shall complete service projects as agreed, solve technical problems, ensure work quality, and impart knowledge to solve technical problems.
Article 884 If the client of a technical service contract fails to perform its contractual obligations or performs its contractual obligations inconsistently with the agreement, affecting the progress and quality of the work, or does not accept the work results or accepts them after the deadline, the remuneration paid shall not be recovered, and the unpaid remuneration shall not be recovered. should be paid.
If the trustee of a technical service contract fails to complete the service work as agreed, he shall be liable for breach of contract such as exemption of remuneration.
Article 885 During the performance of a technical consulting contract or technical service contract, new technological achievements completed by the trustee using the technical information and working conditions provided by the client shall belong to the trustee. New technological achievements completed by the client using the work results of the trustee belong to the client. The parties have agreed otherwise, in accordance with its agreement.
Article 886 If the technical consulting contract or technical service contract does not stipulate or the stipulation is unclear on the burden of the trustee’s expenses required to perform the work normally, the trustee shall bear the burden.
Article 887 If laws and administrative regulations have other provisions on technical intermediary contracts and technical training contracts, those provisions shall prevail.
Chapter 21 Custody Contract
Article 888 A custody contract is a contract in which the custodian takes custody of the deposited object delivered by the depositor and returns the object.
If the depositor goes to the custodian’s place to engage in shopping, dining, accommodation and other activities and stores the items in a designated place, it is deemed to be safekeeping, unless the parties agree otherwise or have other trading habits.
Article 889 The depositor shall pay the custody fee to the custodian as agreed.
If the parties have not agreed on the custody fee or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, the custody will be deemed to be free of charge.
Article 890 A custody contract shall be established when the custody object is delivered, unless otherwise agreed upon by the parties.
Article 891 When the depositor delivers the deposit to the custodian, the custodian shall issue a custody certificate, unless there are other trading habits.
Article 892 The custodian shall properly keep the deposited items.
The parties may agree on the place or method of storage. Except in emergencies or to protect the interests of the depositor, the storage location or method shall not be changed without authorization.
Article 893 If the deposit delivered by the depositor is defective or special custody measures are required based on the nature of the deposit, the depositor shall inform the custodian of the relevant situation. If the depositor fails to notify, resulting in losses to the deposited property, the depositary shall not be liable for compensation; if the depositary suffers losses as a result, the depositor shall be liable for compensation unless the depositary knew or should have known and failed to take remedial measures.
Article 894 The custodian shall not transfer the deposit to a third party for safekeeping, unless otherwise agreed upon by the parties.
If the custodian violates the provisions of the preceding paragraph and transfers the deposited items to a third party for safekeeping, causing losses to the deposited items, he shall be liable for compensation.
Article 895 The custodian shall not use or permit a third party to use the deposited property, unless otherwise agreed upon by the parties.
Article 896 If a third party claims rights over the deposited property, in addition to taking preservation or enforcement measures against the deposited property in accordance with the law, the custodian shall fulfill its obligation to return the deposited property to the depositor.
If a third party files a lawsuit against the custodian or applies for seizure of the deposited property, the custodian shall promptly notify the depositor.
Article 897 During the custody period, if the custody object is damaged or lost due to improper custody by the custodian, the custodian shall be liable for compensation. However, if the gratuitous custodian proves that he has no intention or gross negligence, he will not be liable for compensation.
Article 898 If the depositor deposits currency, securities or other valuables, he shall declare it to the custodian, and the custodian shall accept it or seal it; if the depositor fails to declare it and the item is damaged or lost, the custodian may Compensation will be made as general items.
Article 899 The depositor can collect the deposited items at any time.
If the parties have not agreed on the custody period or the agreement is unclear, the custodian may request the depositor to collect the deposited items at any time; if the custody period is agreed upon, the custodian may not request the depositor to collect the deposited items in advance without special reasons.
Article 900 If the custody period expires or the depositor takes possession of the deposited property in advance, the custodian shall return the original property and its interest to the depositor.
901 If the custodian keeps currency, it may return the currency of the same type and quantity; if it keeps other fungible items, it may return items of the same type, quality and quantity as agreed.
Article 902: In a paid custody contract, the depositor shall pay the custody fee to the custodian within the agreed period.
If the parties have not agreed on the payment period or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, payment shall be made at the same time as the deposit is received.
Article 903 If the depositor fails to pay the custody fee or other fees as agreed, the custodian shall have the right of lien on the deposited property, unless otherwise agreed by the parties.
Chapter 22 Warehousing Contract
Article 904 A warehousing contract is a contract in which the custodian stores the warehousing goods delivered by the depositor and the depositor pays storage fees.
Article 905 A warehousing contract shall be established when the custodian and the depositor express the same intention.
Article 906: Where flammable, explosive, toxic, corrosive, radioactive and other dangerous items or perishable items are stored, the depositor shall explain the nature of the items and provide relevant information.
If the depositor violates the provisions of the preceding paragraph, the custodian may reject the warehoused goods or take corresponding measures to avoid losses, and the costs incurred shall be borne by the depositor.
If the custodian stores dangerous items such as flammable, explosive, toxic, corrosive, radioactive, etc., he shall have corresponding storage conditions.
Article 907 The custodian shall inspect and accept the stored goods in accordance with the agreement. If the custodian discovers that the goods entering the warehouse are not in compliance with the agreement during acceptance, the custodian shall promptly notify the depositor. After the custodian accepts the goods, if the variety, quantity, and quality of the stored goods do not meet the agreement, the custodian shall bear the liability for compensation.
Article 908 When the depositor delivers the stored goods, the custodian shall issue the warehouse receipt, warehousing receipt and other vouchers.
Article 909 The custodian shall sign or seal the warehouse receipt. Warehouse receipt includes the following items:
(1) The name and address of the depositor;
(2) The variety, quantity, quality, packaging, number and marking of stored items;
(3) Loss standards for storage items;
(4) Storage place;
(5) Storage period;
(6) Storage fees;
(7) If the stored goods have been insured, the insurance amount, period and name of the insurer;
(8) The person, place and date of issue.
Article 910 The warehouse receipt is the voucher for withdrawing the warehoused goods. If the depositor or warehouse receipt holder endorses the warehouse receipt and the custodian signs or seals it, the right to withdraw the warehoused goods may be transferred.
Article 911 The custodian shall allow the depositor or warehouse receipt holder to inspect the warehoused goods or take samples at the request of the depositor or warehouse receipt holder.
Article 912 If the custodian discovers that the stored goods have deteriorated or are otherwise damaged, the custodian shall promptly notify the depositor or warehouse receipt holder.
Article 913: If the custodian discovers that the warehousing items have deteriorated or been otherwise damaged, endangering the safety and normal storage of other warehousing items, the custodian shall urge the depositor or warehouse receipt holder to make necessary dispositions. Due to the emergency, the custodian may make necessary arrangements; however, the depositor or warehouse receipt holder shall be notified of the situation in a timely manner afterwards.
Article 914 If the parties have not agreed on the storage period or the agreement is unclear, the depositor or warehouse receipt holder may withdraw the warehoused items at any time, and the custodian may also request the depositor or warehouse receipt holder to withdraw the warehoused items at any time. , but the necessary preparation time should be given.
Article 915 When the storage period expires, the depositor or warehouse receipt holder shall withdraw the stored goods based on the warehouse receipt, warehousing receipt, etc. If the depositor or warehouse receipt holder withdraws the goods after the due date, storage fees shall be charged; if the goods are withdrawn in advance, the storage fees shall not be reduced.
Article 916 If the storage period expires and the depositor or warehouse receipt holder does not withdraw the warehoused goods, the custodian may urge the depositor or warehouse receipt holder to withdraw the goods within a reasonable period; if the depositor fails to withdraw the goods within a reasonable period, the custodian may withdraw the warehoused goods.
Article 917 During the storage period, if the storage items are damaged or lost due to poor storage, the custodian shall be liable for compensation. The custodian shall not be liable for compensation if the warehousing items deteriorate or are damaged due to the natural nature of the warehousing items themselves, the packaging does not comply with the agreement, or the effective storage period has expired.
Article 918 If there is no provision in this chapter, the relevant provisions of the custody contract shall apply.
Chapter 23 Entrustment Contract
Article 919 An entrustment contract is a contract in which the principal and the trustee agree that the trustee will handle the principal’s affairs.
Article 920 The client may specifically entrust the trustee to handle one or several matters, or may generally entrust the trustee to handle all matters.
Nine hundred and twenty-one: The client shall prepay the fees for handling the entrusted affairs. The trustee shall repay the necessary expenses incurred by the trustee to handle the entrusted matters and pay interest thereon.
Article 922 The trustee shall handle the entrusted affairs in accordance with the instructions of the principal. If it is necessary to change the principal’s instructions, the principal’s consent must be obtained; if it is difficult to contact the principal due to an emergency, the trustee shall properly handle the entrusted affairs, but shall promptly report the situation to the principal afterwards.
Article 923 The trustee shall personally handle the entrusted affairs. With the consent of the principal, the trustee may sub-agent. If the entrustment is approved or ratified, the principal may directly instruct the entrusted third party regarding the entrusted matters, and the trustee shall only be responsible for the selection of the third party and the instructions given to the third party. If the entrustment is made without consent or ratification, the trustee shall bear responsibility for the actions of the third party to whom the entrustment is made; however, this shall not be the case in emergency situations where the trustee needs to entrust a third party in order to safeguard the interests of the principal.
Article 924 The trustee shall report on the handling of entrusted affairs in accordance with the requirements of the client. When the entrustment contract is terminated, the trustee shall report the results of the entrusted affairs.
Article 925: If the trustee concludes a contract with a third party in his own name and within the scope of authorization of the principal, and the third party is aware of the agency relationship between the trustee and the principal when the contract is concluded, the The contract directly binds the principal and the third party; however, unless there is definite evidence proving that the contract only binds the trustee and the third party.
Article 926: When the trustee concludes a contract with a third party in his own name, and the third party does not know the agency relationship between the trustee and the client, the trustee fails to perform its duties to the client due to the third party’s reasons. Obligation, the trustee shall disclose the third party to the principal, so that the principal can exercise the trustee’s rights against the third party. However, this does not apply if the third party would not have concluded the contract if he had known the principal when he entered into the contract with the trustee.
If the trustee fails to perform its obligations to the third party due to the principal’s fault, the trustee shall disclose the principal to the third party. Therefore, the third party may choose the trustee or the principal as the counterparty to assert its rights, but the third party shall not change the choice. Determined counterpart.
If the principal exercises the trustee’s rights against a third party, the third party may assert its defenses against the trustee against the principal. If a third party selects the principal as its counterparty, the principal may assert against the third party its defenses against the trustee and the trustee’s defenses against the third party.
Article 927 The property acquired by the trustee from handling the entrusted affairs shall be transferred to the client.
Article 928: When the trustee completes the entrusted affairs, the principal shall pay him remuneration in accordance with the agreement.
If the entrustment contract is terminated or the entrusted affairs cannot be completed due to reasons that are not attributable to the trustee, the principal shall pay corresponding remuneration to the trustee. The parties have agreed otherwise, in accordance with its agreement.
Article 929: In a paid entrustment contract, if the principal suffers losses due to the fault of the trustee, the principal may request compensation for the loss. In a gratuitous entrustment contract, if the principal suffers losses due to the trustee’s intention or gross negligence, the principal may request compensation for the loss.
If the trustee exceeds his authority and causes losses to the principal, he shall compensate for the losses.
Article 930: If a trustee suffers losses due to reasons that are not attributable to himself when handling entrusted matters, he may request compensation for the losses from the principal.
Nine hundred and thirty-one, the principal may, with the consent of the trustee, entrust a third party other than the trustee to handle the entrusted affairs. If the trustee suffers losses as a result, the trustee may request compensation for the losses from the principal.
Article 932 If two or more trustees jointly handle entrusted matters, they shall bear joint and several liability to the entrusting party.
Article 933 The principal or trustee may terminate the entrustment contract at any time. If the termination of the contract causes losses to the other party, except for reasons that cannot be attributed to the party, the party terminating the free entrustment contract shall compensate for the direct losses caused by improper termination time, and the party terminating the paid entrustment contract shall compensate the other party for the direct losses and the contract. Benefits that can be obtained after performance.
Article 934 If the principal dies or terminates or the trustee dies, loses the capacity for civil conduct or terminates, the entrustment contract shall be terminated; however, unless the parties agree otherwise or the nature of the entrusted matter is inappropriate for termination, the entrustment contract shall be terminated.
Article 935 If the termination of the entrustment contract will harm the interests of the principal due to the death of the principal or the declaration of bankruptcy or dissolution, the trustee shall continue to act before the principal’s heir, estate administrator or liquidator takes over the entrusted affairs. Handle delegated matters.
Article 936 If the entrustment contract is terminated due to the death of the trustee, loss of civil capacity, or declaration of bankruptcy or dissolution, the trustee’s heir, estate administrator, legal representative or liquidator shall promptly notify the client. If the termination of the entrustment contract will harm the interests of the principal, the trustee’s heir, estate administrator, legal representative or liquidator shall take necessary measures before the principal makes arrangements for the aftermath.
Chapter 24 Property Service Contract
Article 937 A property service contract is a contract in which the property service provider provides the owner with property services such as maintenance and repair of the building and its ancillary facilities, management and maintenance of environmental sanitation and related order within the property service area, and the owner pays the property fee. contract.
Property service providers include property service companies and other managers.
Article 938 The content of a property service contract generally includes terms such as service matters, service quality, service fee standards and collection methods, use of maintenance funds, management and use of service buildings, service period, service handover, etc.
The service commitment made publicly by the property service provider to benefit the owner is an integral part of the property service contract.
Property service contracts should be in writing.
Article 939 The preliminary property service contract concluded between the construction unit and the property service provider in accordance with the law, as well as the property service contract concluded between the owners’ committee and the property service provider selected by the owners’ meeting in accordance with the law, are legally binding on the owners.
Article 940: Before the expiration of the service period stipulated in the preliminary property service contract signed by the construction unit and the property service provider in accordance with the law, and the property service contract entered into by the owners’ committee or the owner and the new property service provider takes effect, the preliminary property service contract shall be terminated.
Nine hundred and forty-one, if the property service provider entrusts some special services within the property service area to a professional service organization or other third party, he shall be responsible to the owner for these special services.
The property service provider shall not entrust all the property services that it should provide to a third party, or divide all the property services and entrust them to a third party respectively.
Article 942 The property service provider shall, in accordance with the agreement and the nature of use of the property, properly repair, maintain, clean, green, operate and manage the owners’ common parts in the property service area, maintain the basic order in the property service area, and adopt reasonable measures. Measures shall be taken to protect the personal and property safety of owners.
For violations of relevant laws and regulations on public security, environmental protection, fire protection, etc. within the property service area, the property service provider shall promptly take reasonable measures to stop, report to the relevant administrative departments and assist in handling the violations.
Article 943 The property service provider shall regularly report the service matters, responsible personnel, quality requirements, charging items, charging standards, performance status, as well as the use of maintenance funds, the operation and income of the owners’ shared parts, etc. in a reasonable manner. Disclose to the owners and report to the owners’ meeting and owners’ committee.
Article 944 The owner shall pay property fees to the property service provider as agreed. If the property service provider has provided services in accordance with the agreement and relevant regulations, the owner shall not refuse to pay property fees on the grounds that he has not accepted or does not need to accept relevant property services.
If the owner violates the agreement and fails to pay property fees overdue, the property service provider may urge the owner to pay within a reasonable period; if the owner still fails to pay the property fee within a reasonable period of time, the property service provider may file a lawsuit or apply for arbitration.
Property service providers shall not use methods such as stopping power supply, water supply, heat supply, or gas supply to urge the payment of property fees.
Article 945 When an owner decorates a house, he shall inform the property service provider in advance, comply with the reasonable precautions prompted by the property service provider, and cooperate with him in conducting necessary on-site inspections.
If the owner transfers or leases the exclusive part of the property, establishes a right of residence, or changes the use of the jointly owned part in accordance with the law, the property service provider shall be informed of the relevant circumstances in a timely manner.
Article 946: If the owners jointly decide to dismiss the property service provider in accordance with legal procedures, they may terminate the property service contract. If it is decided to terminate the employment, the property service provider shall be notified in writing 60 days in advance, unless the contract stipulates otherwise in the notice period.
If the termination of the contract in accordance with the provisions of the preceding paragraph causes losses to the property service provider, the owner shall compensate for the losses unless the cause is not attributable to the owner.
Article 947 Before the expiration of the property service period, if the owners jointly decide to renew the contract in accordance with the law, they shall renew the property service contract with the original property service provider before the expiration of the contract period.
Before the expiration of the property service period, if the property service provider does not agree to renew the contract, he or she shall notify the owner or the owners committee in writing ninety days before the expiration of the contract period, unless the contract provides otherwise for the notice period.
Article 948 After the property service period expires, if the owner does not make a decision to renew or hire another property service person in accordance with the law, and the property service person continues to provide property services, the original property service contract will continue to be valid, but the service period will be indefinite.
The parties may terminate the indefinite property service contract at any time, but must notify the other party in writing 60 days in advance.
Article 949: When the property service contract is terminated, the original property service provider shall exit the property service area within the agreed period or within a reasonable period, and return the property service buildings, related facilities, relevant materials necessary for property services, etc. to the owner. The committee, the owner who decides to manage the property on its own, or its designated person, shall cooperate with the new property service provider in the handover work and truthfully inform the property use and management status.
If the original property service provider violates the provisions of the preceding paragraph, he shall not request the owner to pay the property fees after the property service contract is terminated; if the property service provider causes losses to the owner, he shall compensate for the losses.
Article 950 After the property service contract is terminated, the original property service person shall continue to handle property service matters and may request the owner to pay the property service until a new property service person selected by the owner or the owners’ meeting or the owner who decides to manage it on his own takes over. Property fees during the period.
Chapter 25 Brokerage Contract
Nine hundred and fifty-one: A brokerage contract is a contract in which the broker engages in trading activities for the client in his own name and the client pays remuneration.
Article 952 The expenses incurred by the broker in handling the entrusted affairs shall be borne by the broker, unless otherwise agreed upon by the parties.
Article 953: If the broker takes possession of the entrusted items, he shall properly keep the entrusted items.
Article 954 If the entrusted object is defective or perishable or deteriorates when delivered to the broker, the broker may dispose of the object with the consent of the client; if the client cannot be contacted in time, the broker may Reasonable sanctions.
Article 955 If the broker sells at a price lower than the price designated by the client or buys at a price higher than the price specified by the client, the broker shall obtain the consent of the client; without the consent of the client, the broker shall compensate for the difference. , the transaction takes effect on the principal.
If the broker sells at a price higher than the price designated by the client or buys at a price lower than the price designated by the client, the broker may increase the remuneration in accordance with the agreement; if there is no agreement or the agreement is unclear, it still cannot be carried out in accordance with the provisions of Article 510 of this Law. It is certain that the interest belongs to the principal.
If the principal has special instructions on the price, the broker shall not sell or buy in violation of the instructions.
Article 956: When a broker sells or buys commodities priced at market prices, the broker himself may act as the buyer or seller, unless the principal expresses a contrary intention.
If the broker falls under the circumstances specified in the preceding paragraph, it may still request the principal to pay remuneration.
Article 957: When the broker purchases the entrusted object in accordance with the agreement, the principal shall accept it in a timely manner. If the client refuses to accept the entrustment without justifiable reasons after being urged by the broker, the broker may deposit the entrusted items in accordance with the law.
If the entrusted item cannot be sold or the principal withdraws the sale, and the client fails to take back or dispose of the entrusted item after being urged by the broker, the broker may deposit the entrusted item in accordance with the law.
Article 958: If the agency concludes a contract with a third party, the agency directly has rights and assumes obligations under the contract.
If the third party fails to perform its obligations and causes damage to the client, the broker shall be liable for compensation, unless otherwise agreed between the broker and the client.
Article 959 If the broker completes or partially completes the entrusted affairs, the client shall pay corresponding remuneration to it. If the principal fails to pay the remuneration within the time limit, the broker shall have the right of lien on the entrusted property, unless otherwise agreed by the parties.
Article 960 If there are no provisions in this chapter, the relevant provisions of the entrustment contract shall apply.
Chapter 26 Intermediary Contract
Article 961 An intermediary contract is a contract in which the intermediary reports to the client the opportunity to conclude a contract or provides intermediary services for concluding a contract, and the client pays remuneration.
Article 962 The intermediary shall truthfully report to the client matters related to the conclusion of the contract.
If an intermediary deliberately conceals important facts related to the conclusion of a contract or provides false information and damages the interests of the client, it shall not request payment of remuneration and shall bear compensation liability.
Article 963: If an intermediary facilitates the establishment of a contract, the client shall pay remuneration in accordance with the agreement. If there is no agreement on the intermediary’s remuneration or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, it shall be reasonably determined based on the intermediary’s services. If an intermediary provides intermediary services for the conclusion of a contract and facilitates the establishment of the contract, the parties to the contract shall equally bear the remuneration of the intermediary.
If an intermediary facilitates the establishment of a contract, the costs of intermediary activities shall be borne by the intermediary.
Article 964 If the intermediary fails to facilitate the establishment of the contract, it shall not request payment of remuneration; however, it may request the client to pay the necessary expenses for engaging in intermediary activities in accordance with the agreement.
Article 965 If, after accepting the service of an intermediary, the client takes advantage of the trading opportunities or media services provided by the intermediary and directly concludes a contract without the intermediary, he shall pay remuneration to the intermediary.
Article 966 If there are no provisions in this chapter, the relevant provisions of the entrustment contract shall apply.
Chapter 27 Partnership Contract
Article 967 A partnership contract is an agreement entered into by two or more partners to share interests and risks for a common business purpose.
Article 968 Partners shall fulfill their capital contribution obligations in accordance with the agreed capital contribution method, amount and payment period.
Article 969: The partners’ capital contributions, the income obtained from partnership affairs in accordance with the law and other properties shall belong to the partnership property.
Before the partnership contract is terminated, the partners may not request the division of partnership property.
Article 970 If a partner makes a decision on partnership affairs, unless otherwise stipulated in the partnership contract, it shall be subject to the unanimous consent of all partners.
Partnership affairs are performed jointly by all partners. According to the stipulations in the partnership contract or the decision of all partners, one or several partners may be entrusted to perform partnership affairs; other partners will no longer perform partnership affairs, but have the right to supervise the execution.
If partners perform partnership affairs separately, the executive partner may raise objections to the affairs performed by other partners; after raising objections, the other partners shall suspend the execution of the affairs.
Article 971 A partner shall not request payment of remuneration for performing partnership affairs, except as otherwise stipulated in the partnership contract.
Article 972 The profit distribution and loss sharing of a partnership shall be handled in accordance with the stipulations in the partnership contract; if there is no stipulation in the partnership contract or the stipulation is unclear, it shall be decided by the partners through negotiation; if the negotiation fails, the partnership shall be determined by the partners according to the proportion of their actual capital contribution. Distribution and sharing; if the proportion of capital contribution cannot be determined, it shall be distributed and shared equally among the partners.
Article 973: Partners shall bear joint and several liability for partnership debts. A partner who pays off a partnership debt in excess of his or her share shall have the right to seek repayment from the other partners.
Article 974 Unless otherwise stipulated in the partnership contract, if a partner transfers all or part of his property share to a person other than a partner, he must obtain the unanimous consent of the other partners.
Article 975 A partner’s creditors shall not exercise the rights enjoyed by a partner in accordance with the provisions of this chapter and the partnership contract by subrogation, except for the partner’s right to claim for distribution of interests.
Article 976 If the partners have not agreed on the term of partnership or the agreement is unclear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, it shall be deemed to be an indefinite partnership.
When the partnership term expires, if the partners continue to perform partnership affairs and the other partners raise no objections, the original partnership contract will continue to be valid, but the partnership term will be indefinite.
A partner may terminate the indefinite partnership contract at any time, but must notify the other partners within a reasonable period of time.
Article 977 If a partner dies, loses capacity for civil conduct, or terminates, the partnership contract shall be terminated; however, unless otherwise stipulated in the partnership contract or it is inappropriate to terminate based on the nature of partnership affairs.
Article 978 After the partnership contract is terminated, any remaining partnership property after paying the expenses incurred due to the termination and settling the partnership debts shall be distributed in accordance with the provisions of Article 972 of this Law.
Part III Quasi-contract
Chapter 28 No-Cause Management
Article 979 If the administrator has no legal or agreed obligations and manages the affairs of others in order to avoid losses to the interests of others, he may request the beneficiary to repay the necessary expenses incurred for the management of the affairs; the administrator suffers losses due to the management of the affairs. Yes, you can request the beneficiary to provide appropriate compensation.
If the management of affairs does not conform to the true intention of the beneficiary, the administrator shall not enjoy the rights stipulated in the preceding paragraph; however, this shall not be the case where the true intention of the beneficiary violates the law or violates public order and good customs.
Article 980: If the administrator’s management of affairs does not fall within the circumstances specified in the preceding article, but the beneficiary enjoys management benefits, the beneficiary shall bear the obligations stipulated in paragraph 1 of the preceding article to the administrator within the scope of the benefits obtained.
Article 981 When a manager manages the affairs of others, he shall adopt methods that are beneficial to the beneficiaries. If the interruption of management is detrimental to the beneficiaries, it shall not be interrupted without justifiable reasons.
Article 982: If the administrator manages the affairs of others and is able to notify the beneficiaries, he shall notify the beneficiaries in a timely manner. If the administrative matters do not require urgent processing, the beneficiary’s instructions should be awaited.
Article 983 After the management is completed, the administrator shall report the management affairs to the beneficiaries. The property acquired by the administrator from the management of affairs shall be transferred to the beneficiaries in a timely manner.
Article 984 If the administrator’s management of affairs is subsequently ratified by the beneficiary, the relevant provisions of the entrustment contract shall apply from the beginning of the management affairs, unless the administrator expresses otherwise.
Chapter 29 Unjust Enrichment
Article 985: If the beneficiary obtains undue benefits without legal basis, the person who suffered the loss may request the beneficiary to return the obtained benefits, except in one of the following circumstances:
(1) Payments made to fulfill moral obligations;
(2) Repayment of debts before maturity;
(3) Debt settlement with full knowledge that there is no obligation to pay.
Article 986 If the beneficiary does not know and should not know that the benefit obtained has no legal basis, and the benefit obtained no longer exists, he shall not be obliged to return the benefit.
Article 987 If the beneficiary knows or should know that the benefit obtained has no legal basis, the person who suffered the loss may request the beneficiary to return the benefit obtained and compensate for the loss in accordance with the law.
Article 988 If the beneficiary has transferred the obtained benefits to a third party free of charge, the person who suffered the loss may request the third party to bear the obligation of return within the corresponding scope.
Part Four: Personal Rights
Chapter 1 General Provisions
Article 989 This section regulates civil relations arising from the enjoyment and protection of personality rights.
Article 990: Personality rights are the rights to life, body, health, name, portrait, reputation, honor, privacy and other rights enjoyed by civil subjects.
In addition to the personality rights stipulated in the preceding paragraph, natural persons enjoy other personality rights and interests based on personal freedom and personal dignity.
Article 991 The personality rights of civil subjects are protected by law and may not be infringed upon by any organization or individual.
Article 992 Personal rights may not be given up, transferred or inherited.
Article 993: Civil subjects may license their names, titles, portraits, etc. to others for use, except where permission is not allowed in accordance with legal provisions or based on their nature.
Article 994: If the name, portrait, reputation, honor, privacy, remains, etc. of the deceased are infringed upon, his spouse, children, and parents have the right to request the perpetrator to bear civil liability in accordance with the law; the deceased has no spouse, children, and his parents are dead. , other close relatives have the right to request the perpetrator to bear civil liability in accordance with the law.
Article 995: If personality rights are infringed upon, the victim has the right to request the perpetrator to bear civil liability in accordance with the provisions of this Law and other laws. The statute of limitations does not apply to the victim’s right to request to stop the infringement, remove obstacles, eliminate danger, eliminate influence, restore reputation, and make an apology.
Article 996 If one party’s breach of contract damages the other party’s personality rights and causes serious mental damage, and the injured party chooses to request that it bear liability for breach of contract, this will not affect the injured party’s request for compensation for mental damage.
Article 997 If a civil subject has evidence to prove that the perpetrator is committing or is about to commit an illegal act that infringes upon his or her personality rights, and failure to stop it in a timely manner will cause irreparable damage to his or her legitimate rights and interests, he or she has the right to apply to the People’s Court for action in accordance with the law. Measures to order the perpetrator to stop the relevant behavior.
Article 998 To determine that an actor bears civil liability for infringement of personality rights other than the rights to life, body, and health, the occupation, scope of influence, and degree of fault of the actor and the victim shall be considered, as well as the purpose and purpose of the behavior. methods, consequences and other factors.
Article 999: Those who carry out news reporting, public opinion supervision and other activities for the public interest may reasonably use the names, names, portraits, personal information, etc. of civil subjects; if the use is unreasonable and infringes upon the personality rights of civil subjects, they shall bear civil liability in accordance with the law. responsibility.
Article 1000 If an actor bears civil liability for infringement of personality rights, such as eliminating the impact, restoring reputation, making an apology, etc., it shall be commensurate with the specific manner of the act and the scope of the impact caused.
If an actor refuses to bear the civil liability stipulated in the preceding paragraph, the people’s court may enforce the case by publishing announcements in newspapers, periodicals, the Internet and other media, or publishing effective judgment documents, and the costs incurred shall be borne by the actor.
Article 1001: The protection of the identity rights of natural persons arising from marriage and family relationships shall be governed by the relevant provisions of Parts 1 and 5 of this Law and other laws; if there is no provision, the personality rights of this Part may be applied by reference according to their nature. relevant provisions on rights protection.
Chapter 2 Right to life, body and health
Article 1002: Natural persons enjoy the right to life. The life safety and dignity of natural persons are protected by law. No organization or individual may infringe on the right to life of others.
Article 1003. Natural persons enjoy the right to the body. The physical integrity and freedom of movement of natural persons are protected by law. No organization or individual may infringe on the physical rights of others.
Article 1004. Natural persons enjoy the right to health. The physical and mental health of natural persons is protected by law. No organization or individual may infringe on the right to health of others.
Article 1005: If a natural person’s right to life, body, or health is infringed upon or is in other critical situations, organizations or individuals with statutory rescue obligations shall provide timely rescue.
Article 1006: Persons with full capacity for civil conduct have the right to decide independently in accordance with the law to donate their human cells, tissues, organs and remains free of charge. No organization or individual may force, deceive, or induce them to donate.
If a person with full capacity for civil conduct agrees to make a donation in accordance with the provisions of the preceding paragraph, he shall do so in writing or may make a will.
If a natural person did not express his disapproval of donation during his lifetime, after the death of the natural person, his spouse, adult children, and parents may jointly decide to donate, and the decision to donate must be in writing.
Article 1007 prohibits the sale and purchase of human cells, human tissues, human organs, and remains in any form.
Buying and selling behavior that violates the provisions of the preceding paragraph is invalid.
Article 1008. In order to develop new drugs, medical devices or develop new prevention and treatment methods, clinical trials must be approved by the relevant competent authorities and reviewed and approved by the ethics committee in accordance with the law. The guardian shall be informed of the details of the purpose, use and possible risks of the test, and shall obtain his or her written consent.
When conducting clinical trials, trial fees shall not be charged to subjects.
Article 1009: Medical and scientific research activities related to human genes, human embryos, etc. must abide by laws, administrative regulations and relevant national regulations, and must not endanger human health, violate ethics and morals, or harm public interests.
Article 1010: If someone violates another person’s will and sexually harasses another person through words, texts, images, physical behaviors, etc., the victim has the right to request the perpetrator to bear civil liability in accordance with the law.
Agencies, enterprises, schools and other units should take reasonable measures to prevent, accept complaints, investigate and deal with, and prevent and stop the use of authority, affiliation, etc. to commit sexual harassment.
Article 1011: If someone deprives or restricts another person’s freedom of movement through illegal detention or other methods, or illegally searches someone else’s body, the victim has the right to request the perpetrator to bear civil liability in accordance with the law.
Chapter 3 Name Rights and Name Rights
Article 1012: Natural persons enjoy the right of name and have the right to decide, use, change or permit others to use their names in accordance with the law, but they must not violate public order and good customs.
Article 1013: Legal persons and unincorporated organizations enjoy the right to name and have the right to decide, use, change, transfer or permit others to use their names in accordance with the law.
Article 1014. No organization or individual may infringe upon the name or title rights of others through interference, misappropriation, counterfeiting, or other means.
Article 1015 A natural person shall take his father’s or mother’s surname. However, under any of the following circumstances, he may choose a surname other than his father’s or mother’s surname:
(1) Select the surnames of other direct elders and blood relatives;
(2) The surname of the supporter is chosen because he is supported by someone other than the legal supporter;
(3) There are other legitimate reasons that do not violate public order and good customs.
The surnames of natural persons from ethnic minorities can follow the cultural traditions and customs of their own ethnic groups.
Article 1016. If a natural person decides or changes his name, or a legal person or non-legal person organization decides, changes or transfers his name, he shall go through the registration formalities with the relevant authorities in accordance with the law, unless otherwise provided by law.
If a civil subject changes its name or designation, the civil legal acts performed before the change shall be legally binding on it.
Article 1017. Pen names, stage names, screen names, translated names, trade names, names and abbreviations of names, etc. that have a certain social reputation and are used by others enough to cause public confusion shall be governed by the relevant provisions on the protection of name rights and name rights. .
Chapter 4 Image Rights
Article 1018: Natural persons enjoy the right of portrait and have the right to make, use, disclose or permit others to use their portrait in accordance with the law.
A portrait is an identifiable external image of a specific natural person reflected on a certain carrier through images, sculptures, paintings, etc.
Article 1019 No organization or individual may infringe on the portrait rights of others by defaming, defacing, or using information technology means to forge or otherwise infringe. Without the consent of the portrait right holder, the portrait of the portrait right holder shall not be produced, used, or disclosed, unless otherwise provided by law.
Without the consent of the portrait right holder, the right holder of the portrait work shall not use or disclose the portrait of the portrait right holder in any manner such as publishing, copying, distributing, renting, or exhibiting.
Article 1020 Anyone who reasonably performs the following acts may do so without the consent of the portrait right holder:
(1) Use the public portrait of the portrait owner within the necessary scope for personal study, art appreciation, classroom teaching or scientific research;
(2) For the purpose of news reporting, it is unavoidable to produce, use, and disclose the portrait of the person with the right to portrait;
(3) In order to perform their duties in accordance with the law, state agencies produce, use and disclose the portrait of the person with the right to the portrait within the necessary scope;
(4) In order to display a specific public environment, it is inevitable to produce, use and disclose the portrait of the portrait owner;
(5) Other acts of producing, using, and disclosing the portrait of the portrait right holder in order to safeguard public interests or the legitimate rights and interests of the portrait right holder.
Article 1021. If the parties have a dispute over the understanding of the portrait use terms in the portrait license contract, an interpretation that is favorable to the portrait right holder shall be made.
Article 1022 If the parties have not agreed on the term of the portrait license or the agreement is unclear, either party may terminate the portrait license contract at any time, but must notify the other party before a reasonable period of time.
If the parties have a clear agreement on the term of the portrait license, and the portrait right holder has legitimate reasons, he may terminate the portrait license contract, but the other party must be notified before a reasonable period of time. If the other party suffers losses due to the termination of the contract, the loss shall be compensated unless there are reasons that cannot be attributed to the portrait right holder.
Article 1023. Regarding the permitted use of names, etc., reference shall be made to the relevant provisions on the permitted use of portraits.
For the protection of natural persons’ voices, refer to the relevant provisions on the protection of portrait rights.
Chapter 5 Right of Reputation and Right of Honor
Article 1024: Civil subjects enjoy the right of reputation. No organization or individual may infringe on the reputation rights of others by insulting, slandering, etc.
Reputation is the social evaluation of a civil subject’s moral character, reputation, talent, credit, etc.
Article 1025: If an actor carries out news reporting, public opinion supervision and other activities for the public interest and affects the reputation of others, he shall not bear civil liability, except for one of the following circumstances:
(1) Fabricating or distorting facts;
(2) Failure to perform reasonable verification obligations on seriously inaccurate content provided by others;
(3) Use insulting words to disparage the reputation of others.
Article 1026 To determine whether the perpetrator has fulfilled the reasonable verification obligations stipulated in Paragraph 2 of the preceding article, the following factors shall be considered:
(1) The credibility of the content source;
(2) Whether necessary investigations have been conducted on content that may obviously cause controversy;
(3) Time limit of content;
(4) The relevance of the content to public order and good customs;
(5) The possibility of the victim’s reputation being disgraced;
(6) Verification capabilities and verification costs.
Article 1027. If the literary or artistic works published by an actor describe real people, true events or specific people, contain insulting or slanderous content, and infringe on the reputation rights of others, the victim has the right to request that the actor bear civil liability in accordance with the law. .
If the perpetrator publishes literary or artistic works that do not describe a specific person, but only contain plots similar to the circumstances of that specific person, he shall not bear civil liability.
Article 1,028 If a civil subject has evidence proving that the content reported by newspapers, periodicals, the Internet and other media is untrue and infringes upon its right of reputation, it has the right to request the media to take necessary measures such as correction or deletion in a timely manner.
Article 1,029 Civil subjects may inquire about their own credit evaluation in accordance with the law; if they find that the credit evaluation is inappropriate, they have the right to raise objections and request necessary measures such as correction and deletion. The credit appraiser shall conduct timely verification, and if the verification is true, necessary measures shall be taken in a timely manner.
Article 1030: The relationship between civil subjects and credit information processors such as credit reporting agencies shall be governed by the provisions of this Part concerning the protection of personal information and the relevant provisions of other laws and administrative regulations.
Article 1031: Civil subjects enjoy the right of honor. No organization or individual may illegally deprive others of their honorary titles, or slander or disparage the honor of others.
If the honorary title obtained should be recorded but is not recorded, the civil subject may request to record it; if the honorary title obtained is recorded incorrectly, the civil subject may request for correction.
Chapter 6 Privacy and Personal Information Protection
Article 1032. Natural persons have the right to privacy. No organization or individual may infringe on the privacy rights of others through spying, intrusion, leakage, disclosure, etc.
Privacy refers to a natural person’s private life peace and private space, private activities, and private information that he does not want others to know.
Article 1033 Unless otherwise provided by law or with the explicit consent of the right holder, no organization or individual may commit the following acts:
(1) Intruding on the privacy and tranquility of others through phone calls, text messages, instant messaging tools, emails, leaflets, etc.;
(2) Entering, filming, and peeping into other people’s homes, hotel rooms, and other private spaces;
(3) Photographing, peeping, eavesdropping, and publishing other people’s private activities;
(4) Photographing or peeping at the private parts of other people’s bodies;
(5) Processing other people’s private information;
(6) Infringe on the privacy rights of others in other ways.
Article 1034. Personal information of natural persons shall be protected by law.
Personal information is a variety of information recorded electronically or in other ways that can identify a specific natural person alone or in combination with other information, including the natural person’s name, date of birth, ID number, biometric information, address, phone number, email address, health information, whereabouts information, etc.
For private information in personal information, the provisions on privacy rights shall apply; if there is no provision, the provisions on personal information protection shall apply.
Article 1035 When processing personal information, the principles of legality, legitimacy and necessity shall be followed, excessive processing shall not be allowed, and the following conditions shall be met:
(1) Obtain the consent of the natural person or his guardian, unless otherwise provided by laws and administrative regulations;
(2) Rules for disclosing information;
(3) Clearly state the purpose, method and scope of processing information;
(4) Does not violate the provisions of laws, administrative regulations and the agreements of both parties.
The processing of personal information includes the collection, storage, use, processing, transmission, provision, disclosure, etc. of personal information.
Article 1036: Where personal information is processed under any of the following circumstances, the perpetrator shall not bear civil liability:
(1) Acts reasonably performed within the scope of the consent of the natural person or his guardian;
(2) Reasonably process the information disclosed by the natural person himself or other information that has been legally disclosed, unless the natural person explicitly refuses or the processing of the information infringes upon his or her major interests;
(3) Other acts reasonably performed to safeguard public interests or the legitimate rights and interests of the natural person.
Article 1,037 Natural persons may consult or copy their personal information from information processors in accordance with the law; if they find errors in the information, they have the right to raise objections and request timely corrections and other necessary measures.
If a natural person discovers that an information processor handles his or her personal information in violation of laws, administrative regulations or the agreement between the parties, he or she has the right to request the information processor to delete it promptly.
Article 1038 Information processors shall not disclose or tamper with the personal information they collect or store; they shall not illegally provide personal information to others without the consent of a natural person, except where the specific individual cannot be identified after processing and cannot be restored.
Information processors shall take technical measures and other necessary measures to ensure the security of the personal information they collect and store and prevent information leakage, tampering, and loss; if personal information leakage, tampering, or loss occurs or is likely to occur, remedial measures shall be taken promptly and in accordance with Provides for notification to natural persons and reporting to the relevant competent authorities.
Article 1039: State agencies, statutory agencies with administrative functions and their staff shall keep confidential the privacy and personal information of natural persons that they learn in the course of performing their duties, and shall not disclose or illegally provide it to others.
Part Five: Marriage and Family
Chapter 1 General Provisions
Article 1040 This section regulates civil relations arising from marriage and family.
Article 1041: Marriage and family are protected by the state.
Implement the marriage system of freedom of marriage, monogamy, and equality between men and women.
Protect the legitimate rights and interests of women, minors, the elderly, and the disabled.
Article 1042 prohibits arranged marriages, purchased marriages and other acts that interfere with the freedom of marriage. It is forbidden to ask for property through marriage.
Bigamy is prohibited. People who are married are forbidden to live with others.
Domestic violence is prohibited. Abuse and abandonment among family members are prohibited.
Article 1043. Families should establish good family traditions, promote family virtues, and pay attention to the construction of family civilization.
Husband and wife should be loyal to each other, respect each other, and care for each other; family members should respect the elderly, love the young, help each other, and maintain an equal, harmonious, and civilized marriage and family relationship.
Article 1044: Adoption shall follow the principle that is most beneficial to the adoptee and protect the legitimate rights and interests of the adoptee and the adopter.
It is prohibited to buy or sell minors in the name of adoption.
Article 1045 Relatives include spouses, blood relatives and relatives by marriage.
Spouses, parents, children, brothers and sisters, grandparents, grandchildren, and grandchildren are close relatives.
Spouses, parents, children and other close relatives living together are family members.
Chapter 2 Marriage
Article 1046: Marriage must be completely voluntary for both men and women. It is prohibited for either party to force the other party, and it is prohibited for any organization or individual to interfere.
Article 1047: The age of marriage shall not be earlier than 22 years old for men and 20 years old for women.
Article 1048: Direct blood relatives or collateral blood relatives within three generations are prohibited from marrying.
Article 1,049 Both men and women who wish to get married shall apply for marriage registration in person at the marriage registration authority. If the marriage complies with the provisions of this law, it will be registered and a marriage certificate will be issued. Completion of marriage registration establishes the marriage relationship. If the marriage has not been registered, it must be re-registered.
Article 1050 After the marriage is registered, according to the agreement between the man and the woman, the woman can become a member of the man’s family, and the man can become a member of the woman’s family.
Article 1051: A marriage is invalid if any of the following circumstances occurs:
(1) Bigamy;
(2) There is a kinship relationship that prohibits marriage;
(3) Not reaching the legal age for marriage.
Article 1052: In the event of a marriage due to coercion, the coerced party may apply to the People’s Court to annul the marriage.
A request to annul a marriage must be made within one year from the date of termination of the coercive act.
If a party whose personal freedom has been illegally restricted requests to annul the marriage, the request must be made within one year from the date of restoration of personal freedom.
Article 1053. If one party suffers from a serious illness, he or she must truthfully inform the other party before registering the marriage; if the other party fails to truthfully inform the other party, the other party may apply to the People’s Court to annul the marriage.
A request for annulment of a marriage must be made within one year from the date when the person knows or should know the reasons for the annulment.
Article 1054. An invalid or revoked marriage has no legal binding force from the beginning, and the parties do not have the rights and obligations of husband and wife. Property acquired during cohabitation shall be dealt with by agreement between the parties; if agreement cannot be reached, the People’s Court shall make a judgment based on the principle of taking care of the non-fault party. The property disposal of an invalid marriage caused by bigamy shall not infringe upon the property rights of the parties to a legitimate marriage. For children born to the parties concerned, the provisions of this Law on parents and children shall apply.
If a marriage is invalid or annulled, the innocent party has the right to claim damages.
Chapter 3 Family Relations
Chapter 1 Husband and wife relationship
Article 1055. Husband and wife have equal status in marriage and family.
Article 1056. Both husband and wife have the right to use their own names.
Article 1057 Both husband and wife have the freedom to participate in production, work, study and social activities, and one party may not restrict or interfere with the other party.
Article 1058: Both husband and wife equally enjoy the rights to raise, educate and protect their minor children, and jointly bear the obligations to raise, educate and protect their minor children.
Article 1059: Husband and wife have the obligation to support each other.
The party in need of support has the right to require the other party to pay support when the other party fails to fulfill his obligation to support.
Article 1060: Civil legal acts performed by one spouse for the daily needs of the family shall be effective for both spouses, unless otherwise agreed between one spouse and the other party.
Limitations between husband and wife on the scope of civil legal actions that one party can perform shall not be used against bona fide counterparts.
Article 1061: Husband and wife have the right to inherit each other’s inheritance.
Article 1062. The following properties acquired by a husband and wife during the marriage relationship shall be the joint property of the husband and wife and shall be owned jointly by the husband and wife:
(1) Wages, bonuses, and labor remuneration;
(2) Income from production, operation, and investment;
(3) Income from intellectual property rights;
(4) Property inherited or donated, except as provided for in Paragraph 3 of Article 1063 of this Law;
(5) Other property that should be jointly owned.
Husband and wife have equal rights to handle joint property.
Article 1063. The following properties shall be the personal property of one spouse:
(1) One party’s pre-marital property;
(2) Compensation or compensation received by one party due to personal injury;
(3) Property determined to belong to only one party in the will or gift contract;
(4) Daily necessities dedicated to one party;
(5) Other property that should belong to one party.
Article 1064: Debts borne by both spouses with a joint signature or a later ratification by one spouse, as well as debts borne by one spouse in his or her own name for the daily needs of the family during the marriage, are jointly owned by the spouses. debt.
Debts borne by one spouse in his or her own name beyond the daily needs of the family during the marriage are not joint debts of the couple; however, the creditor can prove that the debt is used for the couple’s common life, joint production and operation, or is based on the common intention of both spouses. except.
Article 1065: Both men and women may agree that the property acquired during the marriage and the property before marriage shall be owned separately or jointly, or may be partly owned separately and partly jointly owned. The agreement shall be made in writing. If there is no agreement or the agreement is unclear, the provisions of Articles 1062 and 1063 of this Law shall apply.
The agreement between husband and wife regarding the property acquired during the marriage and the property before marriage is legally binding on both parties.
The husband and wife agree that the property acquired during the marriage shall be owned by each other. If the other party knows the agreement, the debts borne by the husband or wife shall be paid off with the personal property of the husband or wife.
Article 1,066 During the existence of the marriage, if one of the following circumstances occurs, one spouse may apply to the People’s Court for the division of common property:
(1) One party has concealed, transferred, sold, destroyed, squandered the joint property of husband and wife, or forged joint debts of husband and wife, or other behavior that seriously harmed the interests of joint property of husband and wife;
(2) One party has a legal obligation to support a person who suffers from a serious illness and needs medical treatment, and the other party does not agree to pay the relevant medical expenses.
Section 2 Relationship between parents and children and other close relatives
Article 1067: If parents fail to fulfill their child support obligations, minor children or adult children who cannot live independently have the right to demand child support from their parents.
Parents whose adult children fail to fulfill their support obligations, who lack the ability to work or have difficulties in living have the right to require their adult children to pay alimony.
Article 1,068 Parents have the right and obligation to educate and protect their minor children. If a minor child causes harm to others, the parents shall bear civil liability in accordance with the law.
Article 1,069 Children should respect their parents’ marital rights and shall not interfere with their parents’ divorce, remarriage, or life after marriage. Children’s support obligations to their parents do not terminate due to changes in their parents’ marital relationship.
Article 1,070 Parents and children have the right to inherit inheritance from each other.
Article 1071: Children born out of wedlock have the same rights as children born in wedlock, and no organization or individual may harm or discriminate against them.
The biological father or mother who does not directly raise children born out of wedlock shall bear the maintenance fees for minor children or adult children who cannot live independently.
Article 1072. Stepparents and stepchildren shall not be abused or discriminated against.
The provisions of this Law on the relationship between parents and children shall apply to the rights and obligations between a stepfather or stepmother and the stepchildren raised and educated by him.
Article 1,073 If there is any objection to the parent-child relationship and there are legitimate reasons, the father or mother may file a lawsuit with the People’s Court to request confirmation or denial of the parent-child relationship.
If there is any objection to the parent-child relationship and there are legitimate reasons, the adult child may file a lawsuit with the People’s Court to request confirmation of the parent-child relationship.
Article 1,074 Grandparents who can afford it have the obligation to support minor grandchildren whose parents have died or whose parents are unable to raise them.
Grandchildren who can afford it have the obligation to support grandparents whose children have died or whose children are unable to support them.
Article 1,075 A brother or sister who is able to afford it has the obligation to support a minor brother or sister whose parents have died or whose parents are unable to support them.
Brothers and sisters who are able to afford it and are raised by their brothers and sisters have the obligation to support their brothers and sisters who lack the ability to work and lack a source of income.
Chapter 4 Divorce
Article 1,076 If both spouses voluntarily divorce, they shall sign a written divorce agreement and apply for divorce registration in person at the marriage registration authority.
The divorce agreement should state the intention of both parties to divorce voluntarily and the consensus on matters such as child support, property and debt settlement.
Article 1077 If either party is unwilling to divorce within thirty days from the date the marriage registration authority receives the application for divorce registration, he or she may withdraw the application for divorce registration from the marriage registration authority.
Within thirty days after the expiration of the time limit specified in the preceding paragraph, both parties shall apply in person to the marriage registration authority for issuance of a divorce certificate; if they fail to apply, the application for divorce registration shall be deemed to have been withdrawn.
Article 1078: If the marriage registration agency finds out that the parties are indeed voluntarily divorcing and have reached consensus on matters such as child support, property, and debt settlement, the marriage registration agency shall register the marriage and issue a divorce certificate.
Article 1,079 If one spouse requests a divorce, the relevant organization may mediate or directly file a divorce lawsuit with the People’s Court.
When hearing a divorce case, the People’s Court shall conduct mediation; if the relationship has truly broken down and mediation is ineffective, the divorce shall be granted.
If mediation fails under any of the following circumstances, divorce shall be granted:
(1) Bigamy or cohabitation with others;
(2) Commit domestic violence or abuse or abandon family members;
(3) Have bad habits such as gambling and drug abuse and refuse to change despite repeated admonitions;
(4) Separated for more than two years due to emotional discord;
(5) Other circumstances that lead to the breakdown of the relationship between husband and wife.
If one party is declared missing and the other party files for divorce, the divorce shall be granted.
After the people’s court has ruled that divorce is not allowed, and the two parties have lived apart for one year, and one party files a divorce lawsuit again, the divorce shall be granted.
Article 1080: The marriage relationship is dissolved when the divorce registration is completed, or when the divorce judgment or mediation document takes effect.
Article 1081 If a spouse of an active-duty military member requests a divorce, he or she must obtain the consent of the military member, unless one of the military personnel has a major fault.
Article 1,082 The man shall not file for divorce while the woman is pregnant, within one year after giving birth, or within six months after the termination of pregnancy; however, this shall not apply unless the woman files for divorce or the people’s court deems it necessary to accept the man’s request for divorce.
Article 1083. After divorce, if both men and women voluntarily resume their marriage, they must go to the marriage registration authority to re-register their marriage.
Article 1,084 The relationship between parents and children shall not be eliminated by the divorce of the parents. After divorce, children are still the children of both parents, regardless of whether they are directly raised by one parent.
After divorce, parents still have the rights and obligations to raise, educate, and protect their children.
After divorce, children under the age of two shall be directly raised by their mother. If the parents cannot reach an agreement on the custody of a child who has reached the age of two, the people’s court shall make a judgment based on the specific circumstances of both parties and in accordance with the principle that is most beneficial to the minor child. If a child is over eight years old, his true wishes should be respected.
Article 1085. After divorce, if a child is directly raised by one party, the other party shall bear part or all of the child support. The amount of expenses to be paid and the length of the period shall be agreed upon by both parties; if the agreement cannot be reached, the People’s Court shall make a decision.
The agreement or judgment stipulated in the preceding paragraph shall not prevent the children from making reasonable demands to either parent that exceed the amount originally determined in the agreement or judgment when necessary.
Article 1086 After divorce, the parent who does not directly support the children has the right to visit the children, and the other parent has the obligation to assist.
The method and time for exercising the right to visit shall be agreed upon by the parties; if the agreement cannot be reached, the People’s Court shall make a decision.
If a parent’s visit to a child is not conducive to the child’s physical and mental health, the people’s court shall suspend the visit in accordance with the law; after the reasons for the suspension disappear, the visit shall be resumed.
Article 1,087 When divorcing, the joint property of the husband and wife shall be handled by agreement between the two parties; if an agreement cannot be reached, the people’s court shall make a judgment based on the specific circumstances of the property and in accordance with the principle of taking into account the rights and interests of the children, the woman and the non-fault party.
The rights and interests enjoyed by husband or wife in family land contract management shall be protected in accordance with the law.
Article 1,088 If one spouse has greater responsibilities due to raising children, taking care of the elderly, assisting the other spouse in work, etc., the spouse shall have the right to request compensation from the other spouse upon divorce, and the other spouse shall provide compensation. The specific measures shall be agreed upon by both parties; if agreement cannot be reached, the People’s Court shall make a decision.
Article 1089. In the event of divorce, the joint debts of husband and wife shall be repaid jointly. If the common property is insufficient to repay or the property belongs to each party, the parties shall agree to repay the repayment; if the agreement fails, the People’s Court shall make a judgment.
Article 1090: During divorce, if one party is in difficulty, the other party who can afford it should provide appropriate assistance. The specific measures shall be agreed upon by both parties; if agreement cannot be reached, the People’s Court shall make a decision.
Article 1091: If one of the following circumstances leads to divorce, the party without fault has the right to claim damages:
(1) Bigamy;
(2) Living with others;
(3) Commit domestic violence;
(4) Abuse and abandon family members;
(5) There are other major faults.
Article 1,092 If one spouse hides, transfers, sells, destroys, or squanders the joint property of the spouses, or forges joint debts of the spouses in an attempt to appropriate the property of the other spouse, when the joint property of the spouses is divided upon divorce, the spouse may receive a smaller share or No distinction. After divorce, if the other party discovers the above-mentioned behavior, he or she may file a lawsuit with the People’s Court to request another division of the joint property of the husband and wife.
Chapter 5 Adoption
Section 1 Establishment of Adoptive Relationship
Article 1093 The following minors may be adopted:
(1) Orphans who have lost their parents;
(2) Minors whose biological parents cannot be found;
(3) Children whose biological parents have special difficulties and are unable to raise them.
Article 1,094 The following individuals and organizations can serve as foster care givers:
(1) Guardian of orphans;
(2) Child welfare agencies;
(3) Biological parents who have special difficulties and are unable to raise their children.
Article 1095: If a minor’s parents do not have full capacity for civil conduct and may seriously endanger the minor, the minor’s guardian may place the minor for adoption.
Article 1096: When a guardian places an orphan for adoption, he or she must obtain the consent of the person who has the obligation to support him. If the person with the obligation to support does not agree to place the child for adoption and the guardian is unwilling to continue to perform the guardianship duties, another guardian shall be determined in accordance with the provisions of Part One of this Law.
Article 1097: The biological parents who place their children for adoption shall jointly place their children for adoption. If one of the biological parents is unknown or cannot be found, the child can be placed for adoption unilaterally.
Article 1,098 The adopter shall meet the following conditions at the same time:
(1) No children or only one child;
(2) Have the ability to raise, educate and protect the adoptee;
(3) Not suffering from any disease that medically deems it inappropriate to adopt a child;
(4) No illegal or criminal records that are detrimental to the healthy growth of the adoptee;
(5) Aged 30 or above.
Article 1099: The adoption of children who are collateral blood relatives within three generations of the same generation is not exempt from the provisions of Paragraph 3 of Article 1093, Paragraph 3 of Article 1094 and Paragraph 1000 of this Law. Restrictions provided for in Article 102.
Overseas Chinese who adopt children of collateral blood relatives within three generations are not subject to the restrictions set forth in Paragraph 1 of Article 1098 of this Law.
Article 1100 An adopter without children can adopt two children; an adopter with children can only adopt one child.
Adoption of orphans, disabled minors, or minors raised by child welfare institutions whose biological parents cannot be found is not subject to the restrictions set forth in the preceding paragraph and Paragraph 1 of Article 1098 of this Law.
Article 1101. If a spouse adopts a child, the couple shall adopt it jointly.
Article 1102. If a person without a spouse adopts a child of the opposite sex, the age difference between the adopter and the adoptee shall be more than forty years.
Article 1103 A stepfather or stepmother may adopt a stepchild with the consent of the stepchild’s biological parents, and shall not be subject to the provisions of Paragraph 3 of Article 1093 and Article 1094 of this Law. The restrictions set forth in Paragraph 3, Article 1098 and Article 1100, Paragraph 1.
Article 1104: Adoption by the adopter and placement by the person for adoption shall be voluntary by both parties. When adopting a minor over eight years old, the adoptee’s consent must be obtained.
Article 1,105 Adoption must be registered with the civil affairs department of the people’s government at or above the county level. The adoption relationship is established from the date of registration.
If a minor whose biological parents cannot be found is adopted for adoption, the civil affairs department that handles the registration shall make an announcement before registration.
If the parties involved in the adoption relationship are willing to sign an adoption agreement, they may sign an adoption agreement.
If all parties or one party to the adoption relationship requires adoption notarization, adoption notarization shall be carried out.
The civil affairs departments of the people’s governments at or above the county level shall conduct adoption assessments in accordance with the law.
Article 1,106 After the adoption relationship is established, the public security organs shall handle household registration for the adoptee in accordance with relevant national regulations.
Article 1107 Orphans or children whose biological parents are unable to raise them may be raised by relatives or friends of their biological parents; the provisions of this chapter do not apply to the relationship between the caregiver and the dependent.
Article 1108. If one spouse dies and the other spouse places a minor child for adoption, the parents of the deceased spouse have priority in raising the child.
Article 1,109 Foreigners may adopt children in the People’s Republic of China in accordance with the law.
Foreigners adopting children in the People’s Republic of China must obtain approval from the competent authorities of the country where they are located in accordance with the laws of that country. The adopter shall provide proof of age, marriage, occupation, property, health, whether he has received criminal punishment, etc. issued by the competent authority of the country where he/she is located, sign a written agreement with the adopter, and submit the document in person to the province, autonomous region, or province. Register with the civil affairs department of the people’s government of the municipality directly under the Central Government.
The certification materials specified in the preceding paragraph shall be authenticated by the diplomatic agency of the country where the adopter is located or an institution authorized by the diplomatic agency, and authenticated by the embassy or consulate of the People’s Republic of China in that country, unless otherwise stipulated by the state.
Article 1110. If the adopter or the person placing the child for adoption requests that the secret of the adoption be kept, others shall respect his wishes and shall not disclose the secret.
Section 2 Effect of Adoption
Article 1111 From the date of establishment of the adoption relationship, the rights and obligations of adoptive parents and their adopted children shall be governed by the provisions of this law on the relationship between parents and children; the rights and obligations of adopted children and close relatives of their adoptive parents shall apply relationship, the provisions of this Law on the close relative relationship between children and parents shall apply.
The rights and obligations between adopted children and their biological parents and other close relatives are eliminated by the establishment of the adoption relationship.
Article 1112 An adopted child may take the surname of his or her adoptive father or mother, or may retain the original surname upon consensus reached by the parties concerned.
Article 1,113 Any adoption act that violates the provisions of Part I of this Law regarding the invalidity of civil legal acts shall be invalid.
An invalid adoption has no legal binding force from the beginning.
Section 3 Dissolution of Adoptive Relationship
Article 1114 The adopter shall not terminate the adoption relationship before the adoptee reaches adulthood, except where the adopter and the person placing the child for adoption have agreed to terminate the relationship. If the adopted child is over eight years old, his or her consent must be obtained.
If the adopter fails to fulfill his obligation to support the minor and commits abuse, abandonment or other acts that infringe upon the legitimate rights and interests of the minor adopted child, the adopter has the right to request the termination of the adoption relationship between the adoptive parents and the adopted child. If the person placing the child for adoption and the adopter cannot reach an agreement to terminate the adoption relationship, they may file a lawsuit in the People’s Court.
Article 1115. If the relationship between adoptive parents and their adult adopted children deteriorates and they are unable to live together, they may terminate the adoption relationship by agreement. If an agreement cannot be reached, a lawsuit may be filed in the People’s Court.
Article 1116. If the parties agree to terminate the adoption relationship, they shall go to the civil affairs department to register the termination of the adoption relationship.
Article 1117 After the adoption relationship is terminated, the rights and obligations between the adopted child and the adoptive parents and other close relatives will be eliminated, and the rights and obligations between the adopted child and the biological parents and other close relatives will be restored automatically. However, whether the rights and obligations between the adult adopted children and their biological parents and other close relatives are restored can be determined through negotiation.
Article 1,118 After the adoption relationship is terminated, adult adopted children raised by adoptive parents shall be paid living expenses to the adoptive parents who lack the ability to work and lack a source of income. If the adoption relationship is terminated because the adopted child abuses or abandons the adoptive parents when they become adults, the adoptive parents may require the adopted children to compensate for the support expenses incurred during the adoption period.
If the biological parents request to terminate the adoption relationship, the adoptive parents may require the biological parents to appropriately compensate for the support expenses incurred during the adoption period; however, this does not apply if the adoption relationship is terminated due to the adoptive parents’ abuse or abandonment of their adopted children.
Part Six: Inheritance
Chapter 1 General Provisions
Article 1119 This section regulates civil relations arising from inheritance.
Article 1120 The state protects the inheritance rights of natural persons.
Article 1121. Inheritance begins at the death of the deceased.
If several persons who are related to each other die in the same incident and it is difficult to determine the time of death, the person without other heirs is presumed to have died first. If there are other heirs, if they are of different generations, the elder is presumed to die first; if they are of the same generation, they are presumed to die at the same time, and no inheritance will occur.
Article 1,122 Inheritance is the legal personal property left behind by a natural person upon his or her death.
Inheritance that cannot be inherited in accordance with the provisions of the law or due to its nature shall not be inherited.
Article 1123. After the inheritance begins, it shall be handled in accordance with legal inheritance; if there is a will, it shall be handled in accordance with testamentary inheritance or legacy; if there is a legacy and support agreement, it shall be handled in accordance with the agreement.
Article 1124 After the inheritance begins, if the heir renounces the inheritance, he shall make a written statement of renunciation of the inheritance before the estate is disposed of; if there is no expression, the inheritance shall be deemed to have been accepted.
The legatee shall, within sixty days after becoming aware of the legacy, make an expression of acceptance or renunciation of the legacy; if no expression is made within the expiration date, the legatee shall be deemed to have renounced the legacy.
Article 1125 If an heir commits any of the following acts, he will lose the right to inherit:
(1) Intentionally killing the deceased;
(2) Killing other heirs to compete for inheritance;
(3) Abandoning the decedent or seriously abusing the decedent;
(4) Forging, tampering with, concealing or destroying wills, if the circumstances are serious;
(5) Using fraud or coercion to force or prevent the deceased from establishing, changing or withdrawing a will, the circumstances are serious.
If an heir commits the acts in Items 3 to 5 of the preceding paragraph and truly shows repentance, and the deceased expresses forgiveness or later lists him or her as the heir in the will, the heir shall not lose the right to inherit.
If the legatee commits any act specified in paragraph 1 of this article, he shall lose the right to receive the legatee.
Chapter 2 Legal Inheritance
Article 1126: The right of inheritance is equal between men and women.
Article 1,127 The inheritance shall be in the following order:
(1) First order: spouse, children, parents;
(2) Second order: brothers and sisters, grandparents, maternal grandparents.
After the inheritance begins, the first-order heir will inherit, and the second-order heir will not inherit; if there is no first-order heir, the second-order heir will inherit.
Children referred to in this section include legitimate children, illegitimate children, adopted children and dependent stepchildren.
The term “parents” in this article includes biological parents, adoptive parents and step-parents who have a supportive relationship.
The term “brothers and sisters” as used in this article includes brothers and sisters of the same parents, half-brothers and half-brothers, adopted brothers and sisters, and step-brothers and sisters with dependent relationships.
Article 1128. If the decedent’s children die before the decedent, the direct descendants of the decedent’s children shall inherit by substitution.
If the decedent’s brothers and sisters die before the decedent, the children of the decedent’s brothers and sisters shall inherit on behalf of the decedent.
Subrogated heirs generally can only inherit the share of the estate that the subrogated heir is entitled to inherit.
Article 1129. A widowed daughter-in-law who has fulfilled her main support obligations to her parents-in-law and a widowed son-in-law to his parents-in-law shall be the first-order heirs.
Article 1130 The shares of inheritance inherited by heirs in the same order shall generally be equal.
Heirs who have special difficulties in life and lack the ability to work should be taken into consideration when distributing inheritance.
Heirs who have performed the main support obligations for the decedent or who live with the decedent may receive more shares when distributing the inheritance.
If an heir who has the ability and conditions to support fails to fulfill his obligation to support, heirs who have the ability and conditions to support shall receive no or less share when distributing the inheritance.
Heirs agreed to agree, can also be unequal.
Article 1131 Appropriate inheritance may be distributed to people other than heirs who rely on the decedent for support, or to people other than heirs who support the decedent more.
Article 1,132 Heirs shall negotiate and resolve inheritance issues in the spirit of mutual understanding, mutual accommodation, harmony and unity. The time, method and shares of inheritance division shall be determined by the heirs through negotiation; if the negotiation fails, the people’s mediation committee may mediate or file a lawsuit with the people’s court.
Chapter 3 Testamentary Inheritance and Bequests
Article 1133 A natural person may make a will to dispose of personal property in accordance with the provisions of this Law, and may appoint an executor.
A natural person can make a will to designate one or more legal heirs to inherit personal property.
A natural person may make a will to donate personal property to the state, collectives or organizations or individuals other than legal heirs.
A natural person can establish a testamentary trust in accordance with the law.
Article 1134 A self-written will shall be written and signed by the testator, and the year, month and day shall be indicated.
Article 1135 A will written on behalf of a person must be witnessed by two or more witnesses, and one of them should write it on behalf of the person. It should also be signed by the testator, the agent and other witnesses, and the year, month and day should be indicated.
Article 1136. The printing of a will must be witnessed by two or more witnesses. The testator and witnesses should sign each page of the will and indicate the year, month, and day.
Article 1,137 A will made in the form of audio and video recording must be witnessed by more than two witnesses. The testator and witnesses shall record their names or portraits, as well as the year, month and day in the audio and video recording.
Article 1138. In critical circumstances, a testator may make an oral will. An oral will must be witnessed by at least two witnesses. After the critical situation is eliminated, if the testator is able to make a will in writing or in the form of audio and video recordings, the oral will will be invalid.
Article 1,139 The notarization of a will shall be handled by the testator through a notary institution.
Article 1140 The following persons cannot serve as witnesses of the will:
(1) Persons without capacity for civil conduct, persons with limited capacity for civil conduct, and other persons who do not have the ability to witness;
(2) Heirs and legatees;
(3) Persons who have an interest in the heirs or legatees.
Article 1141 A will should reserve the necessary share of the inheritance for heirs who lack the ability to work and have no source of income.
Article 1,142 A testator may revoke or change his or her will.
After making a will, if the testator performs civil legal actions contrary to the contents of the will, it will be deemed to have revoked the relevant contents of the will.
If there are several wills and their contents are conflicting, the last will shall prevail.
Article 1143 A will made by a person without capacity for civil conduct or a person with limited capacity for civil conduct is invalid.
A will must express the true intention of the testator, and a will made under fraud or coercion is invalid.
A forged will is invalid.
If the will is tampered with, the tampered content will be invalid.
Article 1144. If there are obligations attached to testamentary inheritance or legacy, the heir or legatee shall perform the obligations. If there is no justifiable reason for failure to perform obligations, upon request by an interested party or relevant organization, the people’s court may cancel the right to accept the portion of the inheritance with obligations attached.
Chapter 4 Disposal of Estate
Article 1145 After the inheritance begins, the executor shall be the estate administrator; if there is no executor, the heirs shall promptly elect an estate administrator; if the heirs have not been elected, the heirs shall jointly serve as estate administrators; if there is no heir or If all the heirs give up the inheritance, the civil affairs department or the village committee of the deceased’s place of residence shall serve as the estate administrator.
Article 1,146 If there is a dispute over the determination of the estate administrator, the interested party may apply to the People’s Court for the appointment of an estate administrator.
Article 1147 The estate administrator shall perform the following duties:
(1) Clean up the heritage and prepare a heritage inventory;
(2) Report the inheritance status to the heirs;
(3) Take necessary measures to prevent damage or loss of heritage;
(4) Handling the claims and debts of the deceased;
(5) Divide the estate in accordance with the will or in accordance with legal provisions;
(6) Carry out other necessary actions related to the management of heritage.
Article 1,148 The estate administrator shall perform his duties in accordance with the law, and shall bear civil liability if he causes damage to heirs, legatees or creditors intentionally or due to gross negligence.
Article 1,149 The estate administrator may receive remuneration in accordance with legal provisions or in accordance with the agreement.
Article 1150 After the inheritance begins, the heir who knows of the death of the deceased should promptly notify other heirs and the executor. If no one of the heirs is aware of the decedent’s death or is aware of the decedent’s death but is unable to notify the deceased, the residents’ committee or village committee of the deceased’s unit or residence shall be responsible for the notification.
Article 1151: Those who have inheritance should properly keep the inheritance, and no organization or individual may embezzle or compete for it.
Article 1,152 After the inheritance begins, if the heir dies before the inheritance is divided and does not give up the inheritance, the inheritance that the heir should inherit shall be transferred to his heirs, unless otherwise arranged in the will.
Article 1153. Unless there is an agreement on the property jointly owned by husband and wife, when the inheritance is divided, half of the jointly owned property shall first be divided into the possession of the spouse, and the remainder shall be the inheritance of the decedent.
If the inheritance is among the common property of the family, when the inheritance is divided, the property of others should be divided first.
Article 1154. In any of the following circumstances, the relevant part of the inheritance shall be handled in accordance with legal inheritance:
(1) The heir to the will renounces the inheritance or the legatee renounces the inheritance;
(2) The heir to the testament loses the right to inherit or the legatee loses the right to receive a legacy;
(3) The testamentary heir or legatee dies or terminates before the testator;
(4) The inheritance involved in the invalid part of the will;
(5) Inheritance that has not been disposed of by the will.
Article 1155 When the inheritance is divided, the unborn child’s inheritance share shall be retained. The fetus is dead when it is delivered, and the retained share shall be handled according to legal inheritance.
Article 1,156 The division of inheritance shall be conducive to production and living needs and shall not damage the utility of the inheritance.
Inheritance that is not suitable for division can be dealt with by discounting, appropriate compensation or joint ownership.
Article 1157. If one spouse dies and the other spouse remarries, he or she shall have the right to dispose of the inherited property, and no organization or individual may interfere.
Article 1158 A natural person may sign a legacy and support agreement with an organization or individual other than the heir. According to the agreement, the organization or individual assumes the obligation to support, support and bury the natural person during life and death, and enjoys the right to receive bequests.
Article 1159 When dividing the inheritance, the taxes and debts that the deceased should pay according to law shall be paid off; however, necessary inheritance shall be reserved for heirs who lack the ability to work and have no source of income.
Article 1,160 The inheritance that no one inherits or bequeathed shall be owned by the state and used for public welfare undertakings; if the deceased was a member of a collective ownership organization during his lifetime, it shall be owned by the collective ownership organization to which he belongs.
Article 1161 The heir shall pay off the taxes and debts that the deceased should pay according to law to the extent of the actual value of the inheritance received. This does not apply to the amount that exceeds the actual value of the estate and is voluntarily repaid by the heirs.
If the heir gives up the inheritance, he will not be liable for the taxes and debts that the deceased should pay according to law.
Article 1,162 The execution of a bequest shall not hinder the payment of taxes and debts that the legatee shall pay in accordance with the law.
Article 1163. If there is both legal inheritance and testamentary inheritance and legacy, the legal heir shall pay off the taxes and debts that the deceased should pay according to law; the excess of the actual value of the legally inherited inheritance shall be paid by the testamentary heir and the legatee. The person shall pay off the inheritance in proportion to his income.
Part Seven: Tort Liability
Chapter 1 General Provisions
Article 1,164 This section regulates civil relations arising from infringement of civil rights and interests.
Article 1165 If an actor causes damage due to wrongful infringement of the civil rights and interests of others, he shall bear tort liability.
According to legal provisions, it is presumed that the actor is at fault, but if he cannot prove that he is not at fault, he shall bear tort liability.
Article 1,166 If an actor causes damage to the civil rights and interests of others, regardless of whether the actor is at fault or not, and the law stipulates that he should bear tort liability, such provisions shall apply.
Article 1167: If an infringement endangers the personal or property safety of others, the infringed party has the right to request the infringer to bear tort liability such as ceasing the infringement, removing obstacles, and eliminating danger.
Article 1168 If two or more persons jointly commit an infringement act and cause damage to others, they shall bear joint and several liability.
Article 1169. Anyone who instigates or helps others to commit infringement shall bear joint and several liability with the perpetrator.
Anyone who instigates or assists a person without capacity for civil conduct or a person with limited capacity for civil conduct to commit infringement shall bear tort liability; if the guardian of the person without capacity for civil conduct or a person with limited capacity for civil conduct fails to perform his guardianship duties, he shall bear corresponding liability .
Article 1170: Two or more people commit acts that endanger the personal or property safety of others. If the behavior of one or more of them causes damage to others, and the specific infringer can be identified, the infringer shall bear the liability; if the specific infringer cannot be identified, , the perpetrator shall be jointly and severally liable.
Article 1171: If two or more persons commit infringement acts separately and cause the same damage, and each person’s infringement act is sufficient to cause all the damage, the perpetrators shall bear joint and several liability.
Article 1172: If two or more persons commit tortious acts separately and cause the same damage, and the degree of liability can be determined, each shall bear the corresponding liability; if it is difficult to determine the degree of liability, the liability shall be equally borne.
Article 1173 If the infringed party is at fault for the occurrence or expansion of the same damage, the liability of the infringer may be reduced.
Article 1174 If the damage is caused intentionally by the victim, the perpetrator shall not be held liable.
Article 1175 If the damage is caused by a third party, the third party shall bear tort liability.
Article 1176: If someone voluntarily participates in cultural and sports activities that involve certain risks and is harmed due to the actions of other participants, the victim shall not request the other participants to bear tort liability; however, the other participants willfully cause the damage. Or with the exception of gross negligence.
The responsibilities of event organizers shall be governed by the provisions of Articles 1198 to 1201 of this Law.
Article 1177: If the legitimate rights and interests are infringed, the situation is urgent and the protection of state agencies cannot be obtained in time, and failure to take immediate measures will cause irreparable damage to the legitimate rights and interests, the victim may, when necessary to protect his legitimate rights and interests, Reasonable measures such as detaining the property of the infringer shall be taken within the scope; however, the relevant state authorities shall be immediately requested to handle the matter.
If the victim takes inappropriate measures that cause damage to others, he shall bear tort liability.
Article 1178 If this Law and other laws have other provisions on the circumstances of non-liability or reduction of liability, such provisions shall prevail.
Chapter 2 Damages
Article 1179: Anyone who infringes upon others and causes personal damage shall be compensated for reasonable expenses such as medical expenses, nursing expenses, transportation expenses, nutrition expenses, hospitalization food subsidies, etc. for treatment and recovery, as well as the loss of income due to missed work. . If disability is caused, the cost of assistive devices and disability compensation shall also be compensated; if death is caused, funeral expenses and death compensation shall also be compensated.
Article 1180: If the same infringement causes the death of multiple people, the death compensation may be determined in the same amount.
Article 1181 If the person who was infringed dies, his close relatives have the right to request the infringer to bear tort liability. If the infringed person is an organization, and the organization is divided or merged, the organization that inherits the rights has the right to request the infringer to bear infringement liability.
If the infringed person dies, the person who paid the infringed person’s medical expenses, funeral expenses and other reasonable expenses has the right to request compensation from the infringer, except where the infringer has already paid the expenses.
Article 1182. If the personal rights and interests of others are infringed upon and property losses are caused, compensation shall be based on the losses suffered by the infringed party or the benefits obtained by the infringer; the losses suffered by the infringed party and the benefits obtained by the infringer are difficult to It is determined that if the infringer and the infringer disagree on the amount of compensation and file a lawsuit with the People’s Court, the People’s Court shall determine the amount of compensation based on the actual situation.
Article 1,183 If the personal rights and interests of a natural person are infringed upon and cause serious mental damage, the person who has been infringed shall have the right to request compensation for mental damage.
If serious mental damage is caused due to intentional or gross negligence infringement of specific objects of personal significance to a natural person, the person who has been infringed has the right to request compensation for mental damage.
Article 1,184 If another person’s property is infringed upon, the property loss shall be calculated according to the market price at the time of the loss or other reasonable methods.
Article 1185: If the intellectual property rights of others are intentionally infringed and the circumstances are serious, the infringed party has the right to request corresponding punitive damages.
Article 1,186 If neither the victim nor the perpetrator is at fault for the damage, the losses shall be shared by both parties in accordance with the provisions of the law.
Article 1,187 After damage occurs, the parties may negotiate the method of payment of compensation. If the negotiation is inconsistent, the compensation fee shall be paid in one lump sum; if it is really difficult to pay in one lump sum, it can be paid in installments, but the infringed party has the right to request corresponding guarantees.
Chapter 3 Special Provisions on Responsible Subjects
Article 1,188 If a person without capacity for civil conduct or a person with limited capacity for civil conduct causes damage to others, the guardian shall bear tort liability. If a guardian fulfills his guardianship duties, his tort liability may be reduced.
If a property-owning person without capacity for civil conduct or a person with limited capacity for civil conduct causes damage to others, the compensation shall be paid from his/her property; any shortfall shall be compensated by the guardian.
Article 1189: If a person without capacity for civil conduct or a person with limited capacity for civil conduct causes harm to others and the guardian entrusts the guardianship duties to others, the guardian shall bear tort liability; if the trustee is at fault, he shall bear corresponding liability.
Article 1190 If a person with full capacity for civil conduct is at fault for temporarily losing consciousness or losing control of his or her behavior and causing damage to others, he shall bear tort liability; if he is not at fault, the victim shall be appropriately compensated according to the economic status of the perpetrator. .
If a person with full capacity for civil conduct causes damage to others due to being temporarily unconscious or losing control of his own behavior due to drunkenness, abuse of narcotic drugs or psychotropic drugs, he shall bear tort liability.
Article 1191 If an employer’s staff causes damage to others due to performing work tasks, the employer shall bear tort liability. After the employer assumes tort liability, it may seek compensation from the staff member who committed intentional or gross negligence.
During the labor dispatch period, if the dispatched staff causes damage to others due to performing work tasks, the employer that accepts the labor dispatch shall bear tort liability; if the labor dispatch unit is at fault, it shall bear the corresponding liability.
Article 1192: A labor relationship is formed between individuals, and if the party providing the labor services causes damage to another person due to the labor services, the party receiving the labor services shall bear tort liability. After the party receiving labor services assumes tort liability, it may seek compensation from the party providing labor services intentionally or with gross negligence. If the party providing services suffers damage due to the services, both parties shall bear corresponding responsibilities based on their respective faults.
During the provision of labor services, if the party providing the labor services is damaged due to the behavior of a third party, the party providing the labor services has the right to request the third party to bear tort liability, and also has the right to request compensation from the party receiving the labor services. After the party receiving the labor service is compensated, it can recover compensation from the third party.
Article 1193 If the contractor causes damage to a third party or damages himself in the course of completing the work, the client shall not bear tort liability. However, if the orderer makes any mistakes in ordering, instructions or selection, he shall bear corresponding responsibilities.
Article 1,194 Internet users and network service providers who use the Internet to infringe upon the civil rights and interests of others shall bear infringement liability. If the law provides otherwise, such provisions shall prevail.
Article 1195: If an Internet user uses Internet services to commit infringing acts, the rights holder has the right to notify the Internet service provider to take necessary measures such as deletion, blocking, and disconnection. The notification shall include preliminary evidence of infringement and the true identity information of the right holder.
After receiving the notice, the network service provider shall promptly forward the notice to the relevant network users and take necessary measures based on the preliminary evidence of infringement and the type of service; if necessary measures are not taken in a timely manner, the network user shall be responsible for the expanded part of the damage. Joint and several liability.
If the right holder causes damage to network users or network service providers due to wrong notification, he shall bear infringement liability. If the law provides otherwise, such provisions shall prevail.
Article 1,196 After receiving the forwarded notice, network users may submit a statement to the network service provider stating that there is no infringement. The statement should include preliminary evidence that there is no infringement and the true identity information of the network user.
After receiving the statement, the network service provider shall forward the statement to the rights holder who issued the notice and inform them that they can complain to the relevant departments or file a lawsuit with the People’s Court. If the network service provider fails to receive notice of a complaint or lawsuit from the right holder within a reasonable period after the transfer statement reaches the right holder, it shall promptly terminate the measures taken.
Article 1197 If a network service provider knows or should know that a network user is using its network services to infringe the civil rights of others and fails to take necessary measures, it shall bear joint and several liability with the network user.
Article 1198 Operators and managers of hotels, shopping malls, banks, stations, airports, stadiums, entertainment venues and other business premises and public places or organizers of mass activities fail to fulfill their safety guarantee obligations , who causes damage to others, shall bear tort liability.
If damage is caused to others due to the behavior of a third party, the third party shall bear tort liability; if the operator, manager or organizer fails to fulfill the safety guarantee obligations, the third party shall bear corresponding supplementary liability. After the operator, manager or organizer assumes supplementary liability, it may recover compensation from the third party.
Article 1199. If a person without capacity for civil conduct suffers personal injury while studying or living in a kindergarten, school or other educational institution, the kindergarten, school or other educational institution shall bear tort liability; however, if it can be proven that all educational institutions have done their best, , management responsibilities, shall not bear infringement liability.
Article 1,200 If a person with limited capacity for civil conduct suffers personal injury while studying or living in a school or other educational institution, and the school or other educational institution fails to perform its education and management duties, he shall bear tort liability.
Article 1201. If a person without capacity for civil conduct or a person with limited capacity for civil conduct is physically harmed by a third party other than a kindergarten, school or other educational institution while studying or living in a kindergarten, school or other educational institution, he or she shall be punished by The third party shall bear infringement liability; if kindergartens, schools or other educational institutions fail to fulfill their management responsibilities, they shall bear corresponding supplementary liability. After a kindergarten, school or other educational institution assumes supplementary liability, it may recover compensation from a third party.
Chapter 4 Product Liability
Article 1,202 If a defective product causes damage to others, the producer shall bear tort liability.
Article 1,203 If a defective product causes damage to others, the infringed party may request compensation from the manufacturer of the product or the seller of the product.
If product defects are caused by the manufacturer, the seller has the right to recover compensation from the manufacturer after making compensation. If a product is defective due to the fault of the seller, the manufacturer has the right to recover compensation from the seller after making compensation.
Article 1,204 If a product is defective due to the fault of a third party such as a transporter or a warehouse, causing damage to others, the producer or seller of the product shall have the right to recover compensation from the third party after making compensation.
Article 1,205 If product defects endanger the personal or property safety of others, the infringed party has the right to request the manufacturer or seller to bear tort liability such as ceasing the infringement, removing obstacles, and eliminating dangers.
Article 1,206 If a product is found to be defective after it is put into circulation, the manufacturer or seller shall promptly take remedial measures such as stopping sales, warnings, and recalls; if remedial measures are not taken in a timely manner or the remedial measures are ineffective, resulting in increased damage, the manufacturer or seller shall be liable to Expanded damage should also bear tort liability.
If recall measures are taken in accordance with the provisions of the preceding paragraph, the manufacturer or seller shall bear the necessary expenses incurred by the infringed party.
Article 1,207 If a product is knowingly known to be defective and still produces or sells it, or fails to take effective remedial measures in accordance with the provisions of the preceding article, causing death or serious damage to the health of others, the infringed party has the right to request corresponding punitive damages.
Chapter 5 Liability for Motor Vehicle Traffic Accidents
Article 1,208 If a motor vehicle is involved in a traffic accident and causes damage, it shall be liable for compensation in accordance with the relevant provisions of the road traffic safety laws and this law.
Article 1,209 When the owner, manager, and user of a motor vehicle are not the same person due to leasing, borrowing, etc., and a traffic accident causes damage that is the responsibility of the motor vehicle party, the user of the motor vehicle shall bear the compensation. Responsibility; if the owner or manager of the motor vehicle is at fault for the occurrence of damage, he shall bear the corresponding liability for compensation.
Article 1,210 If a motor vehicle has been transferred and delivered between the parties through sale or other means but has not been registered, and a traffic accident causes damage that is the responsibility of one party to the motor vehicle, the transferee shall bear the liability for compensation.
Article 1,211 If a motor vehicle engaged in road transport business activities in the form of an affiliation is involved in a traffic accident and causes damage that is the responsibility of one party to the motor vehicle, the sponsor and the affiliated person shall bear joint and several liability.
Article 1,212 If a traffic accident occurs when driving another person’s motor vehicle without permission and the damage is caused by the party to whom the motor vehicle is responsible, the user of the motor vehicle shall bear the liability for compensation; the owner and manager of the motor vehicle shall be responsible for the damage. If there is any fault, the corresponding liability for compensation shall be borne, except as otherwise provided in this chapter.
Article 1,213 If a traffic accident involving a motor vehicle causes damage that is attributable to one party to the motor vehicle, the insurer that underwrites the compulsory motor vehicle insurance shall first compensate within the liability limit of the compulsory insurance; any shortfall shall be compensated by the underwriter The insurer of motor vehicle commercial insurance shall pay compensation in accordance with the provisions of the insurance contract; if it is still insufficient or there is no motor vehicle commercial insurance, the infringer shall compensate.
Article 1,214 If a motor vehicle that has been assembled or has reached scrapping standards is transferred by sale or other means, and a traffic accident causes damage, the transferor and the transferee shall bear joint liability.
Article 1,215 If a traffic accident causes damage to a motor vehicle that has been stolen, robbed, or snatched, the person who stole, robbed, or snatched the vehicle shall be liable for compensation. If the thief, robber or snatcher and the user of the motor vehicle are not the same person, and a traffic accident causes damage that is the responsibility of one party to the motor vehicle, the thief, robber or snatcher and the user of the motor vehicle shall bear joint and several liability.
If the insurer advances rescue expenses within the liability limit of compulsory motor vehicle insurance, it has the right to recover compensation from the person responsible for the traffic accident.
Article 1,216 If a motor vehicle driver escapes after a traffic accident and the motor vehicle is covered by compulsory insurance, the insurer shall compensate the driver within the liability limit of the compulsory motor vehicle insurance; if the motor vehicle is unknown, the motor vehicle is not If you participate in compulsory insurance or the rescue expenses exceed the liability limit of compulsory motor vehicle insurance, and you need to pay the rescue, funeral and other expenses for the personal injury or death of the infringed person, the road traffic accident social assistance fund will advance the payment. After the road traffic accident social assistance fund is advanced, its management agency has the right to recover compensation from the person responsible for the traffic accident.
Article 1,217 If a traffic accident involving a non-commercial motor vehicle causes damage to a passenger without compensation, and the liability of the motor vehicle party is attributable to it, its liability for compensation shall be reduced, except where the user of the motor vehicle has intentional or gross negligence.
Chapter 6 Liability for Medical Damage
Article 1,218 If a patient is harmed during diagnosis and treatment activities and the medical institution or its medical staff is at fault, the medical institution shall bear the liability for compensation.
Article 1,219 Medical personnel shall explain the condition and medical measures to patients during diagnosis and treatment activities. If surgery, special examination, or special treatment is required, medical staff should promptly explain the medical risks, alternative medical plans, etc. to the patient in detail, and obtain their explicit consent; if it is impossible or inappropriate to explain to the patient, they should explain it to the patient’s close relatives, and obtain their explicit consent.
If medical personnel fail to fulfill their obligations in the preceding paragraph and cause harm to patients, the medical institution shall bear liability for compensation.
Article 1,220 If due to emergencies such as rescuing a dying patient, the opinions of the patient or his close relatives cannot be obtained, corresponding medical measures may be implemented immediately with the approval of the person in charge of the medical institution or the authorized person in charge.
Article 1,221 If medical personnel fail to fulfill their diagnosis and treatment obligations corresponding to the current medical level during diagnosis and treatment activities, causing harm to patients, the medical institution shall bear liability for compensation.
Article 1,222 If a patient is harmed during diagnosis and treatment activities and any of the following circumstances occurs, the medical institution is presumed to be at fault:
(1) Violate laws, administrative regulations, rules and other regulations related to diagnosis and treatment;
(2) Conceal or refuse to provide medical records related to the dispute;
(3) Loss, forgery, tampering or illegal destruction of medical records.
Article 1,223 If a patient is harmed due to defects in drugs, disinfection products, medical equipment, or the transfusion of unqualified blood, the patient may request compensation from the drug marketing authorization holder, manufacturer, or blood provider. You can also request compensation from medical institutions. If a patient requests compensation from a medical institution, after the medical institution makes compensation, it has the right to seek compensation from the responsible drug marketing authorization holder, manufacturer, and blood provider.
Article 1,224 If a patient is harmed during diagnosis and treatment activities and any of the following circumstances occurs, the medical institution shall not be liable for compensation:
(1) The patient or his close relatives fail to cooperate with the medical institution in conducting diagnosis and treatment that conforms to the diagnosis and treatment standards;
(2) Medical personnel have fulfilled their reasonable diagnosis and treatment obligations in emergency situations such as rescuing life-threatening patients;
(3) Diagnosis and treatment were difficult due to the medical level at that time.
In the case of Paragraph 1 of the preceding paragraph, if the medical institution or its medical personnel are also at fault, they shall bear corresponding liability for compensation.
Article 1,225 Medical institutions and their medical staff shall fill in and properly keep hospital records, medical orders, inspection reports, surgical and anesthesia records, pathology data, nursing records and other medical records in accordance with regulations.
If a patient requests to review or copy the medical records specified in the preceding paragraph, the medical institution shall provide them in a timely manner.
Article 1,226 Medical institutions and their medical staff shall keep patients’ privacy and personal information confidential. Anyone who discloses a patient’s privacy and personal information, or discloses his or her medical records without the patient’s consent, shall bear tort liability.
Article 1,227 Medical institutions and their medical staff shall not conduct unnecessary examinations in violation of diagnosis and treatment regulations.
Article 1,228 The legitimate rights and interests of medical institutions and their medical personnel shall be protected by law.
Anyone who interferes with medical order, hinders the work and life of medical personnel, or infringes upon the legitimate rights and interests of medical personnel shall bear legal responsibility in accordance with the law.
Chapter 7 Responsibility for Environmental Pollution and Ecological Damage
Article 1,229 If the infringer causes damage to others by polluting the environment or destroying the ecology, the infringer shall bear tort liability.
Article 1,230 If a dispute arises due to environmental pollution or ecological damage, the perpetrator shall bear the burden of proof for the circumstances stipulated in the law that exclude liability or reduce liability and that there is no causal relationship between the act and the damage.
Article 1,231 If two or more infringers pollute the environment and damage the ecology, the degree of liability shall be based on the type, concentration, and discharge volume of the pollutants, the method, scope, and extent of the damage to the ecology, and the impact of the behavior on the damage. The role of consequences and other factors are determined.
Article 1,232 If an infringer violates legal provisions and intentionally pollutes the environment or damages the ecology, causing serious consequences, the infringed party shall have the right to request corresponding punitive damages.
Article 1,233 If the environment is polluted or the ecology is damaged due to the fault of a third party, the infringed party may request compensation from the infringer or the third party. After the infringer makes compensation, he has the right to recover compensation from the third party.
Article 1,234 If a violation of state regulations causes damage to the ecological environment, and the ecological environment can be repaired, the state-stipulated agencies or legally-stipulated organizations have the right to request the infringer to assume responsibility for repairs within a reasonable period of time. If the infringer fails to make repairs within the time limit, the state-stipulated agencies or the organizations prescribed by law may make repairs on their own or entrust others to make repairs, and the necessary expenses shall be borne by the infringer.
Article 1,235 If a violation of state regulations causes damage to the ecological environment, the state-stipulated agencies or legally-stipulated organizations have the right to request the infringer to compensate for the following losses and expenses:
(1) Losses caused by loss of service functions between the damage to the ecological environment and the completion of restoration;
(2) Losses caused by permanent damage to ecological and environmental functions;
(3) Costs for ecological environmental damage investigation, identification and assessment, etc.;
(4) Costs for cleaning up pollution and restoring the ecological environment;
(5) Reasonable expenses incurred to prevent the occurrence and expansion of damage.
Chapter 8 Highly Hazard Liability
Article 1,236 Anyone who engages in highly dangerous operations and causes damage to others shall bear tort liability.
Article 1,237 If a nuclear accident occurs in a civilian nuclear facility or in nuclear materials transported in and out of a nuclear facility, causing damage to others, the operating unit of the civilian nuclear facility shall bear tort liability; however, if it can be proven that the damage was caused by war, We will not be held responsible for armed conflicts, riots, or other situations caused intentionally by the victim.
Article 1,238 If a civil aircraft causes damage to others, the operator of the civil aircraft shall bear tort liability; however, if it can be proven that the damage was caused intentionally by the victim, he shall not be liable.
Article 1,239 If the possession or use of highly dangerous substances such as flammable, explosive, highly toxic, highly radioactive, highly corrosive, or highly pathogenic causes damage to others, the possessor or user shall bear tort liability. ; However, if it can be proven that the damage was caused intentionally or by force majeure, the victim will not be held liable. If the infringed party is grossly negligent in causing the damage, the liability of the possessor or user may be reduced.
Article 1,240 If the operator engages in high-altitude, high-pressure, or underground excavation activities or uses high-speed rail transportation to cause damage to others, the operator shall bear tort liability; however, if it can be proven that the damage was caused intentionally by the victim or due to force majeure, the operator shall not Take responsibility. If the infringed party is grossly negligent in causing the damage, the operator’s liability may be reduced.
Article 1,241 If a highly dangerous object is lost or abandoned and causes damage to others, the owner shall bear tort liability. If the owner hands over highly dangerous goods to others for management, the manager shall bear tort liability; if the owner is at fault, he shall bear joint and several liability with the manager.
Article 1,242 If the illegal possession of highly dangerous objects causes damage to others, the illegal possessor shall bear tort liability. If the owner or manager cannot prove that he has exercised a high degree of care in preventing illegal possession, he shall bear joint and several liability with the illegal possessor.
Article 1,243 If the manager enters a highly hazardous activity area or a highly hazardous material storage area without permission and is damaged, and the manager can prove that sufficient safety measures have been taken and sufficient warning obligations have been fulfilled, the liability may be reduced or not assumed.
Article 1,244 If the law stipulates the limit of compensation for high-risk liability, such provisions shall apply, except where the perpetrator has intentional intent or gross negligence.
Chapter 9 Liability for Damage to Raised Animals
Article 1,245 If the raised animals cause damage to others, the animal breeder or manager shall bear tort liability; however, if it can be proven that the damage was caused intentionally or by gross negligence of the infringed party, the liability may be waived or reduced. responsibility.
Article 1,246 If a person violates management regulations and fails to take safety measures for animals and causes damage to others, the animal keeper or manager shall bear tort liability; however, if it can be proven that the damage was intentionally caused by the infringed person, he or she may Reduced responsibility.
Article 1,247 If dangerous animals such as violent dogs that are prohibited from being raised cause harm to others, the animal breeder or manager shall bear tort liability.
Article 1,248 If a zoo animal causes damage to others, the zoo shall bear tort liability; however, if it can prove that it has fulfilled its management duties, it shall not bear tort liability.
Article 1,249 If an abandoned or escaped animal causes damage to others during the period of abandonment or escape, the original owner or manager of the animal shall bear tort liability.
Article 1,250 If an animal causes damage to another person due to the fault of a third party, the person who has been infringed may request compensation from the animal breeder or manager, or from the third party. After making compensation, the animal breeder or manager has the right to recover compensation from the third party.
Article 1251: Raising animals must abide by laws and regulations, respect social ethics, and must not interfere with the lives of others.
Chapter 10 Liability for Damage to Buildings and Objects
Article 1,252 If a building, structure or other facility collapses or collapses and causes damage to others, the construction unit and the construction unit shall bear joint and several liability, except where the construction unit and the construction unit can prove that there are no quality defects. After the construction unit or construction unit has made compensation, if there are other responsible persons, it has the right to recover compensation from other responsible persons.
If the collapse or collapse of a building, structure or other facility causes damage to others due to the fault of the owner, manager, user or third party, the owner, manager, user or third party shall bear tort liability.
Article 1,253 If a building, structure or other facility and its resting or hanging objects fall off or fall causing damage to others, and the owner, manager or user cannot prove that they are not at fault, they shall bear tort liability. . After the owner, manager or user makes compensation, if there are other responsible persons, the owner, manager or user shall have the right to recover compensation from the other responsible persons.
Article 1254 Throwing objects from buildings is prohibited. If objects are thrown from a building or objects fall from a building and cause damage to others, the infringer shall bear the tort liability in accordance with the law; if it is difficult to determine the specific infringer after investigation, unless he can prove that he is not the infringer, the infringer shall bear the liability for the infringement in accordance with the law. Building users are compensated. After the building users who may cause harm have compensated, they have the right to recover compensation from the infringer.
Property service companies and other building managers shall take necessary safety guarantee measures to prevent the occurrence of the situations specified in the preceding paragraph; if they fail to take necessary safety guarantee measures, they shall bear tort liability for failure to perform safety guarantee obligations in accordance with the law.
If the situation stipulated in paragraph 1 of this article occurs, the public security and other organs shall promptly investigate and identify the person responsible in accordance with the law.
Article 1,255 If a stacked object collapses, rolls, or slides and causes damage to others, and the person who stacked the pile cannot prove that he is not at fault, he shall bear tort liability.
Article 1,256 If any object that obstructs traffic is piled, dumped, or scattered on a public road and causes damage to others, the perpetrator shall bear tort liability. If public road managers cannot prove that they have fulfilled their obligations such as cleaning, protection, and warning, they shall bear corresponding responsibilities.
Article 1,257 If the owner or manager of the forest causes damage to others due to breaking, toppling, or falling fruit, and the owner or manager of the forest cannot prove that he is not at fault, he shall bear tort liability.
Article 1,258 If the excavation, repair and installation of underground facilities in public places or roads cause damage to others, and the builder cannot prove that obvious signs have been set up and safety measures have been taken, he shall bear tort liability.
If underground facilities such as manholes cause damage to others and the manager cannot prove that he has fulfilled his management duties, he shall bear tort liability.
Supplementary Provisions
Article 1,259 The terms “above”, “below”, “within” and “expiry” in the Civil Code include the original number; the terms “less than”, “exceed” and “beyond” do not include the original number. .
Article 1,260 This law shall come into effect on January 1, 2021. “Marriage Law of the People’s Republic of China”, “Succession Law of the People’s Republic of China”, “General Principles of the Civil Law of the People’s Republic of China”, “Adoption Law of the People’s Republic of China”, “Guarantee Law of the People’s Republic of China”, “Contract Law of the People’s Republic of China”, ” The Property Law of the Republic of China, the Tort Liability Law of the People’s Republic of China, and the General Principles of the Civil Law of the People’s Republic of China are abolished at the same time.
