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Civil Code of the People's Republic of China

  1. 【Promulgation time】2020-5-28
  2. [Title] Civil Code of the People's Republic of China
  3. [issue number]
  4. 【Expiration time】
  5. [Promulgating unit] National People's Congress
  6. [Source of regulations] http://www.xinhuanet.com/politics/2020-05/28/c_1126046806.htm
  7. 【Full text of the regulations】
 

Civil Code of the People's Republic of China

National People's Congress

Order of the President of the People's Republic of China
No. XNUMX
《中华人民共和国民法典》已由中华人民共和国第十三届全国人民代表大会第三次会议于2020年5月28日通过,现予公布,自2021年1月1日起施行。
Xi Jinping, President of the People's Republic of China
Nov. 2020, 5
Civil Code of the People's Republic of China
(The 2020th National People's Congress on May 5, 28
Adopted at the third session of the Congress)
table of Contents
The first general rule
Chapter XNUMX Basic Provisions
Chapter II Natural Persons
Section XNUMX Capacity for Civil Rights and Capacity for Civil Conduct
Section XNUMX Guardianship
Section XNUMX Declaration of Missing and Declaration of Death
Section XNUMX Individual industrial and commercial households and rural contracted business households
Chapter III Legal Person
Section XNUMX General Provisions
Section XNUMX for-profit legal person
Section XNUMX Non-profit legal person
Section XNUMX Special Legal Person
Chapter IV Unincorporated Organizations
Chapter V Civil Rights
Chapter VI Civil Legal Actions
Section XNUMX General Provisions
The second part of meaning
Section XNUMX Effectiveness of Civil Legal Acts
Section XNUMX Conditions and Time Limits for Civil Legal Acts
Chapter VII Agency
Section XNUMX General Provisions
Section XNUMX Entrusted Agent
Section XNUMX Termination of Agency
Chapter VIII Civil Liability
Chapter IX Statute of Limitations
Chapter XNUMX Period Calculation
Title II Property Rights
Part XNUMX General Rules
Chapter XNUMX General Provisions
Chapter II Establishment, Alteration, Transfer and Destruction of Real Right
Section XNUMX Real Estate Registration
Section XNUMX Chattel Delivery
Section XNUMX Other Provisions
Chapter III Protection of Property Rights
Title II Title
Chapter IV General Provisions
Chapter V State Ownership and Collective Ownership, Private Ownership
Chapter VI Owner's Building Differential Ownership
Chapter XNUMX Adjacency Relations
Chapter XNUMX Total
Chapter IX Special Provisions on Acquisition of Ownership
Third Division Usufruct
Chapter XNUMX General Provisions
Chapter XI Land Contract Management Right
Chapter XNUMX Construction Land Use Right
Chapter XNUMX Right to Use Homestead
Chapter XNUMX Right of Residence
Chapter XV Easements
SECTION IV SECURITY RIGHTS
Chapter XNUMX General Provisions
Chapter XNUMX Mortgage
Section XNUMX General Mortgage
Section XNUMX Maximum Mortgage Right
Chapter XNUMX Pledge
Section XNUMX Chattel Pledge
Section XNUMX Pledge of Rights
Chapter XNUMX Liens
Fifth Division Possession
Chapter XNUMX Possession
The third contract
Part XNUMX General Rules
Chapter XNUMX General Provisions
Chapter II Conclusion of Contract
Chapter III Validity of Contracts
Chapter IV Performance of the Contract
Chapter V Preservation of Contracts
Chapter VI Modification and Assignment of Contracts
Chapter VII Termination of Rights and Obligations in the Contract
Chapter VIII Liability for breach of contract
Part II Typical Contract
Chapter IX Sales Contract
Chapter XNUMX Contracts for Electricity, Water, Gas and Heat
Chapter XI Gift Contract
Chapter XII Loan Contract
Chapter XIII Guarantee Contract
Section XNUMX General Provisions
Section XNUMX Guarantee Liability
Chapter XNUMX Lease Contract
Chapter XNUMX Financial Leasing Contract
Chapter XNUMX Factoring Contract
Chapter XNUMX Undertaking Contract
Chapter XNUMX Construction Project Contract
Chapter XNUMX Contract of Carriage
Section XNUMX General Provisions
Section XNUMX Passenger Transport Contract
Section XNUMX Freight Contract
Section XNUMX Multimodal Transport Contract
Chapter XNUMX Technical Contract
Section XNUMX General Provisions
Section XNUMX Technology Development Contract
Section XNUMX Technology Transfer Contract and Technology License Contract
Section XNUMX Technical Consulting Contract and Technical Service Contract
Chapter XNUMX Custody Contract
Chapter XNUMX Storage Contract
Chapter XNUMX Entrustment Contract
Chapter XNUMX Property Service Contract
Chapter XNUMX Disciplinary Contract
Chapter XNUMX Intermediary Contract
Chapter XNUMX Partnership Contract
Third Division Approved Contract
Chapter XNUMX Management Without Reason
Chapter XNUMX Unjust enrichment
Title IV Personality Rights
Chapter XNUMX General Provisions
CHAPTER II RIGHT TO LIFE, BODY AND HEALTH
Chapter III Name Right and Name Right
Chapter IV Portrait Rights
Chapter V Right of Reputation and Honor
Chapter VI Privacy and Personal Information Protection
Title XNUMX Marriage and Family
Chapter XNUMX General Provisions
Chapter XNUMX Marriage
Chapter XNUMX Family Relations
The first couple relationship
Section XNUMX Parent-child relationship and other close relatives
Chapter XNUMX Divorce
Chapter V Adoption
Section XNUMX Establishment of an Adoptive Relationship
Section XNUMX Effects of Adoption
Section XNUMX Dissolution of Adoptive Relationship
Title VI Inheritance
Chapter XNUMX General Provisions
Chapter II Legal Succession
Chapter III Testamentary Inheritance and Bequests
Chapter IV Disposal of Inheritance
Title VII Tort Liability
Chapter XNUMX General Provisions
Chapter II Damages Compensation
Chapter III Special Provisions on Subjects of Responsibility
Chapter XNUMX Product Liability
Chapter V Liability for Motor Vehicle Traffic Accidents
Chapter VI Medical Damage Liability
Chapter VII Environmental Pollution and Ecological Destruction Liability
Chapter VIII High Dangerous Liability
Chapter IX Liability for damage to animals raised
Chapter XNUMX Liability for Damage to Buildings and Objects
By-laws
The first general rule
Chapter XNUMX Basic Provisions
Article XNUMX [Legislative Purpose] In order to protect the legitimate rights and interests of civil subjects, adjust civil relations, maintain social and economic order, meet the requirements of the development of socialism with Chinese characteristics, and promote the core socialist values, this Law is formulated in accordance with the Constitution.
Article XNUMX [Scope of adjustment] The civil law adjusts the personal relationship and property relationship among equal subjects of natural persons, legal persons and unincorporated organizations.
Article XNUMX [Civil rights and interests are protected by law] The personal rights, property rights and other legitimate rights and interests of civil subjects are protected by law and shall not be violated by any organization or individual.
Article XNUMX [Principle of Equality] The legal status of civil subjects in civil activities shall be equal.
Article XNUMX [Principle of Voluntary] Civil subjects engaged in civil activities shall follow the principle of voluntariness and establish, modify, and terminate civil legal relations according to their own will.
Article XNUMX [Principle of Fairness] Civil subjects engaged in civil activities shall follow the principle of fairness and reasonably determine the rights and obligations of all parties.
Article XNUMX [Principle of Integrity] Civil subjects engaged in civil activities shall follow the principle of good faith, uphold honesty, and abide by their commitments.
Article XNUMX [Principles of abiding by law and public order and good customs] Civil subjects shall not violate the law or violate public order and good customs when engaging in civil activities.
Article XNUMX [Green Principles] Civil subjects engaging in civil activities shall be conducive to saving resources and protecting the ecological environment.
Article XNUMX [Applicable Laws] The handling of civil disputes shall be in accordance with the law; if there is no provision in the law, custom may be applied, but it must not violate public order and good customs.
Article XNUMX [Priority Application of Special Laws] Where other laws have special provisions on civil relations, such provisions shall be followed.
Article XNUMX [Scope of Validity] 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 be followed.
Chapter II Natural Persons
Section XNUMX Capacity for Civil Rights and Capacity for Civil Conduct
Article XNUMX [Start and End of Natural Person's Capacity for Civil Rights] A natural person has capacity for civil rights from the time of birth to the time of death, enjoys civil rights and assumes civil obligations in accordance with the law.
Article XNUMX [Equal capacity for civil rights of natural persons] All natural persons shall have equal capacity for civil rights.
Article XNUMX [Criteria for judging the time of birth and death of a natural person] The time of birth and death of a natural person shall be subject to the time recorded in the birth certificate or death certificate; if there is no birth certificate or death certificate, it shall be registered with household registration or other valid identity The recorded time shall prevail.If there is other evidence enough to overturn the time recorded above, the time proved by the evidence shall prevail.
Article XNUMX [Special Protection of Fetal Interests] If the protection of fetal interests such as inheritance, acceptance of gifts, etc. is involved, 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 XNUMX [Age Standards for Adults and Minors] A natural person over the age of XNUMX is an adult.A natural person under the age of XNUMX is a minor.
Article XNUMX [Full capacity for civil conduct] An adult is a person with full capacity for civil conduct and can independently carry out civil legal acts.
Minors over the age of XNUMX who rely on their own labor income as their main source of living shall be regarded as persons with full capacity for civil conduct.
Article XNUMX [Minors with limited capacity for civil conduct] Minors over the age of eight are persons with limited capacity for civil conduct, and the implementation of civil juristic acts shall be represented by their legal representatives or with the consent and ratification of their legal representatives; however, they may Independently implement civil juristic acts for pure benefit or civil juristic acts commensurate with their age and intelligence.
Article XNUMX [Minors with no capacity for civil conduct] A minor under the age of eight is a person without capacity for civil conduct, and his legal representative shall act on his behalf to carry out civil legal acts.
Article XNUMX [Adults without capacity for civil conduct] Adults who cannot identify their own actions as persons without capacity for civil conduct shall be represented by their legal representatives to carry out civil legal acts.
Where minors over the age of eight cannot identify their own behavior, the provisions of the preceding paragraph shall apply.
Article XNUMX [Adults with limited capacity for civil conduct] An adult who cannot fully identify his/her own behavior is a person with limited capacity for civil conduct, and the implementation of civil juristic acts shall be represented by his legal representative or with the consent and ratification of his legal representative; however, Can independently carry out civil legal acts for pure benefit or civil legal acts that are suitable for their intelligence and mental health.
Article XNUMX [Legal Agent] The guardian of a person with no capacity for civil conduct or a person with limited capacity for civil conduct is his legal representative.
Article XNUMX [Recognition and Restoration of Persons Without Capacity for Civil Conduct or Persons with Limited Capacity for Civil Conduct] An adult who cannot recognize or fully recognize his own behavior, his interested parties or relevant organizations may apply to the people's court for recognition of the adult A person is a person without capacity for civil conduct or a person with limited capacity for civil conduct.
If the people's court determines that the person has no capacity for civil conduct or has limited capacity for civil conduct, upon the application of the person, an interested party or a relevant organization, the people's court may, based on the state of his recovery of intelligence and mental health, determine that the adult is restored to a person with limited civil capacity. A person with capacity for conduct or a person with full capacity for civil conduct.
The relevant organizations stipulated in this article include: residents committees, village committees, schools, medical institutions, women's federations, disabled persons' federations, legally established organizations for the elderly, civil affairs departments, etc.
Article XNUMX [Natural Person's Residence] A natural person takes the residence registered in the household registration or other valid identity registration as the residence; if the habitual residence is inconsistent with the residence, the habitual residence shall be regarded as the residence.
Section XNUMX Guardianship
Article XNUMX [Legal Obligations between Parents and Children] Parents have the obligation to raise, educate and protect minor children.
Adult children have the duty to maintain, assist and protect their parents.
Article XNUMX [Guardians of Minors] Parents are the guardians of minor children.
Where the minor's parents have died or are incapable of guardianship, the following persons with guardianship capacity shall serve as guardians in order:
(XNUMX) grandparents, maternal grandparents;
(XNUMX) Brother and sister;
(XNUMX) Other individuals or organizations that are willing to serve as guardians, subject to the consent of the neighborhood committee, villagers committee or civil affairs department of the place where the minor lives.
Article XNUMX [Guardians of adults with no or limited capacity for civil conduct] For adults with no capacity for civil conduct or with limited capacity for civil conduct, the following persons with guardianship capacity shall serve as guardians in order:
(XNUMX) Spouse;
(XNUMX) parents and children;
(XNUMX) other close relatives;
(XNUMX) Other individuals or organizations that are willing to act as guardians, subject to the consent of the residents' committee, villagers' committee or civil affairs department of the place where the ward is domiciled.
Article XNUMX [Designated Guardian by Will] If the parents of the ward act as guardians, the guardian may be appointed through a will.
Article XNUMX [Determining the guardian by agreement] Persons legally qualified for guardianship may determine the guardian by agreement.The agreement determines that the guardian should respect the true wishes of the ward.
Article XNUMX [Guardian Dispute Resolution Procedure] If there is a dispute over the determination of the guardian, the residents' committee, villagers' committee or civil affairs department of the place where the ward is domiciled shall designate the guardian. If the parties concerned are not satisfied with the designation, they may apply to the people's court for the designation of the guardian. ; The parties concerned 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 guardians among those legally qualified for guardianship in accordance with the principle that is most beneficial to the ward.
Before the guardian is appointed in accordance with the provisions of paragraph XNUMX of this article, if the ward's personal rights, property rights and other legitimate rights and interests are in an unprotected state, the residents' committee, villagers' committee, relevant organization prescribed by law or the civil affairs department of the place where the ward is domiciled shall be responsible. Temporary guardian.
After the guardian is appointed, it shall not be changed without authorization; if it is changed without authorization, the designated guardian shall not be exempted from the responsibility.
Article XNUMX [Public Guardian] If there is no person legally qualified for guardianship, the guardian shall be served by the civil affairs department, and may also be served by the residents' committee or villagers' committee in the place where the ward is domiciled and qualified to perform guardianship duties.
Article XNUMX [Determined Guardianship] An adult with full capacity for civil conduct may negotiate in advance with his close relatives, other individuals or organizations willing to serve as guardians, and determine their guardians in writing, and in the event of their own loss or partial loss of civil rights The guardian shall perform the guardianship duties when the person is incapacitated.
Article XNUMX [Duties and Rights of Guardians and Temporary Living Care Measures] The duties of guardians are to represent the ward to carry out civil legal acts, and to 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.
A guardian who fails to perform guardianship duties or infringes upon the legal rights and interests of the ward shall bear legal responsibility.
Due to emergencies such as emergencies, the guardian is temporarily unable to perform guardianship duties, and the ward is living in an unattended state, the residents' committee, village committee or civil affairs department of the ward's domicile shall arrange necessary temporary living care for the ward. measure.
Article XNUMX [Principles and requirements for guardians to perform duties] Guardians shall perform guardianship duties in accordance with the principle that is most beneficial to the ward.The guardian shall not dispose of the property of the ward except to safeguard the interests of the ward.
The guardians of minors perform guardianship duties, and when making decisions related to the interests of the ward, they should respect the true wishes of the ward according to the ward's age and intellectual status.
When an adult's guardian performs guardianship duties, he should respect the ward's true wishes to the greatest extent possible, and guarantee and assist the ward to carry out civil legal acts that are commensurate with his intellectual and mental health.The guardian shall not interfere with the affairs that the ward has the ability to handle independently.
Article XNUMX [Revocation of Guardian Qualification] If the guardian falls under any of the following circumstances, the people's court shall, upon the application of the relevant individual or organization, revoke the guardian's qualification, arrange necessary temporary guardianship measures, and follow the principle of the most beneficial guardian in accordance with the law. Designated Guardian:
(XNUMX) Acts that seriously damage the physical and mental health of the ward;
(XNUMX) Being lazy in performing guardianship duties, or being unable to perform guardianship duties and refusing to entrust part or all of the guardianship duties to others, resulting in the ward being in a critical state;
(XNUMX) Carry out other acts that seriously infringe upon the legal rights and interests of the ward.
The relevant individuals and organizations specified in this article include: other persons legally qualified as guardians, residents' committees, villagers' committees, schools, medical institutions, women's federations, disabled persons' federations, minors protection organizations, legally established organizations for the elderly, Civil Affairs Department, etc.
Where individuals and organizations other than the civil affairs department specified in the preceding paragraph fail to apply to the people's court for revocation of guardianship in a timely manner, the civil affairs department shall apply to the people's court.
Article XNUMX [The obligation to bear guardianship is not exempted after the qualification of guardian is revoked] Parents, children, spouses, etc. who bear the guardianship, alimony, and maintenance of the ward according to law shall continue to perform their obligations after the qualification of guardian is revoked by the people's court. .
Article XNUMX [Restoration of Guardian Qualifications] After the parents or children of the ward have been revoked as guardians by the people's court, in addition to committing an intentional crime against the ward, if they really show repentance, upon their application, the people's court may On the premise of the guardian's true wishes, the guardian's qualifications shall be restored as the case may be, and the guardianship relationship between the guardian appointed by the people's court and the ward shall be terminated at the same time.
Article XNUMX [Circumstances of Termination of Custody Relationship] In any of the following circumstances, the guardianship relationship shall be terminated:
(XNUMX) The ward obtains or restores full capacity for civil conduct;
(XNUMX) The guardian loses the guardianship ability;
(XNUMX) The ward or guardian dies;
(XNUMX) 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 XNUMX Declaration of Missing and Declaration of Death
Article XNUMX [Conditions for Declaring Missing] Where a natural person has been missing for two years, an interested party may apply to the people's court for declaring the natural person as a missing person.
Article XNUMX [Calculation of the time when the whereabouts of a natural person is unknown] The time when the whereabouts of a natural person is unknown is calculated from the day when he loses information.Where the whereabouts are unknown during the war, the time of the whereabouts is unknown shall be counted from the date of the end of the war or the date when the whereabouts are determined by the relevant organs.
Article XNUMX [The property custodian of the missing person] The property of the missing person shall be managed by his spouse, adult children, parents or other persons who are willing to act as property custodians.
If there is a dispute over custody, and there is no person specified in the preceding paragraph, or the person specified in the preceding paragraph has no custody capacity, the person designated by the people's court shall be escrow.
Article XNUMX [Duties of Property Custodian] The property custodian shall properly manage the property of the missing person and safeguard their property rights and interests.
Taxes, debts and other expenses owed by the missing person are paid by the custodian from the property of the missing person.
If the property custodian causes the property loss of the missing person due to intentional or gross negligence, he shall be liable for compensation.
Article XNUMX [Change of property custodian] Where the property custodian fails to perform escrow duties, infringes upon the property rights and interests of the missing person, or loses the escrow capacity, the interested party of the missing person may apply to the people's court to change the property custodian .
If the property custodian has justifiable reasons, it may apply to the people's court to change the property custodian.
Where 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 the property escrow situation.
Article XNUMX [Revocation of the declaration of disappearance] When the missing person reappears, upon the application of the person or the interested party, the people's court shall revoke the declaration of disappearance.
The missing person reappears and has the right to request the property custodian to hand over the relevant property in a timely manner and report the property custody situation.
Article XNUMX [Conditions for declaring death] If a natural person falls under any of the following circumstances, an interested party may apply to the people's court for declaring the natural person dead:
(XNUMX) where the whereabouts are unknown for four years;
(XNUMX) Due to an accident, the whereabouts are unknown for two years.
If the whereabouts of the natural person is unknown due to an accident, and it has been proved by the relevant authorities that the natural person cannot survive, the application for declaration of death is not subject to the two-year time limit.
Article XNUMX [Priority application for declaration of death] For the same natural person, some interested parties apply for declaration of death, and some interested parties apply for declaration of disappearance, and if the conditions for declaration of death stipulated in this law are met, the people's court shall declare death.
Article XNUMX [Determination of the Death Date of the Person Declared Dead] For the person declared dead, the date of the people's court's decision to declare the death is regarded as the date of his death; if the whereabouts of the person declared dead is unknown, the accident occurred. the date of his death.
Article XNUMX [Validity of Civil Legal Acts During the Period of Declared Death] Where a natural person is declared dead but not dead, the validity of the civil legal acts performed by the natural person during the period of being declared dead shall not be affected.
Article XNUMX [Revocation of Death Declaration] The person who was declared dead reappears, and upon the application of the person or an interested party, the people's court shall revoke the death declaration.
Article XNUMX [Effects of Declaring Death and Revocation of Death Declaration on Marital Relationship] The marital relationship of the person who is declared dead shall be eliminated from the date of the declaration of death.If the declaration of death is revoked, the marriage relationship shall resume on its own from the date of the revocation of the declaration of death.However, his spouse remarrys or declares in writing to the marriage registration authority that he is not willing to resume.
Article XNUMX [Effect of Revocation of Death Declaration on Adoptive Relationship] If the child of the person who is declared dead is adopted by others according to law during the period of the declaration of death, after the declaration of death is withdrawn, he may not claim that he has not consented to the person himself. Adoption is void.
Article XNUMX [Return of Property after Revocation of Death Declaration] The person whose death declaration has been revoked has the right to request the civil subject who obtained his property in accordance with Part VI of this Law to return the property; if it cannot be returned, appropriate compensation shall be given.
If an interested party conceals the true situation, causing another person to be declared dead and obtain his property, in addition to returning the property, he shall also be liable for the loss caused thereby.
Section XNUMX Individual industrial and commercial households and rural contracted business households
Article XNUMX [Definition of Individual Industrial and Commercial Household] A natural person engaged in industrial and commercial operations and registered according to law is an individual industrial and commercial household.Individual industrial and commercial households can start a font size.
Article XNUMX [Definition of Rural Contract Management Households] Members of rural collective economic organizations who have legally obtained the right to contract management of rural land and engage in household contract management are called rural contract management households.
Article XNUMX [Debt Assurance Rules] For the debts of individual industrial and commercial households, if they are operated by individuals, they should be borne by their personal property; if they are operated by a family, they should be borne by their family property; if they cannot be distinguished, they should be borne by their family property.
The debts of the rural contracting households shall be borne by the property of the peasant household engaged in the contractual management of the rural land; in fact, if the household is operated by some members of the peasant household, it shall be borne by the property of that part of the members.
Chapter III Legal Person
Section XNUMX General Provisions
Article XNUMX [Definition of Legal Person] 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 XNUMX [Conditions for the establishment of a legal person] A legal person shall be established in accordance with the law.
A legal person shall have its own name, organizational structure, domicile, 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.
For the establishment of a legal person, if the laws and administrative regulations stipulate that it must be approved by the relevant authorities, such regulations shall be followed.
Article XNUMX [The Beginning and Ending of the Legal Person's Capacity for Civil Rights and Capacity for Civil Conduct] The capacity for civil rights and capacity for civil conduct of a legal person arises from the establishment of the legal person and disappears when the legal person terminates.
Article XNUMX [Assumption of Civil Liability by Legal Persons] A legal person shall independently bear civil liability with all its property.
Article XNUMX [Definition of Legal Representative and Legal Consequences of Actions] In accordance with the provisions of the law or the articles of association of the legal person, the person in charge of civil activities on behalf of the legal person shall be the legal representative of the legal person.
The legal consequences of civil activities undertaken by the legal representative in the name of a legal person shall be borne by the legal person.
The legal person's charter or the legal person's authority to restrict the representation of the legal representative shall not oppose the bona fide counterparty.
Article XNUMX [Assumption of Liability for Legal Representative's Duty Torts] 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, in accordance with the law or the articles of association of the legal person, it may seek compensation from the faulty legal representative.
Article XNUMX [Domicile of Legal Person] A legal person shall have its main office as its domicile.Where legal person registration is required according to law, the location of the main office shall be registered as the domicile.
Article XNUMX [Registration of Change of Legal Person] If the registered items change during the existence of the legal person, an application for change registration shall be filed with the registration authority in accordance with the law.
Article XNUMX [Legal Consequences of Inconsistency between the Actual Situation of the Legal Person and the Registered Items] If the actual condition of the legal person is inconsistent with the registered matters, it shall not confront a bona fide counterparty.
Article XNUMX [Publication of Registration Information] The registration authority shall publicize the relevant information of legal person registration in a timely manner in accordance with the law.
Article XNUMX [Enjoyment and Assumption of Rights and Obligations after Merger and Separation of Legal Persons] Where legal persons merge, their rights and obligations shall be enjoyed and undertaken by the merged legal person.
If a legal person is divided, its rights and obligations shall be jointly and severally obligated by the legal person after the division, unless otherwise agreed by the creditor and the debtor.
Article XNUMX [Causes for Termination of Legal Persons] If there are any of the following reasons and the liquidation and cancellation of registration are completed in accordance with the law, the legal person shall be terminated:
(XNUMX) Dissolution of the legal person;
(XNUMX) The legal person is declared bankrupt;
(XNUMX) Other reasons prescribed by law.
If the legal person is terminated, and the laws and administrative regulations stipulate that it must be approved by the relevant authorities, the regulations shall be followed.
Article XNUMX [Circumstances of Dissolution of Legal Persons] A legal person shall be dissolved under any of the following circumstances:
(XNUMX) The duration of the legal person's articles of association expires or other reasons for dissolution as stipulated in the legal person's articles of association occur;
(XNUMX) The authority of the legal person decides to dissolve;
(XNUMX) It needs to be dissolved due to the merger or division of legal persons;
(XNUMX) The legal person has its business license or registration certificate revoked in accordance with the law, and is ordered to close down or be revoked;
(XNUMX) Other circumstances prescribed by law.
Article XNUMX [Liquidation after Dissolution of Legal Person] When a legal person is dissolved, except in the case of merger or division, the liquidation obligor shall promptly form a liquidation group to carry out liquidation.
The members of executive bodies or decision-making bodies such as directors and directors of a legal person shall be liquidation obligors.Where laws and administrative regulations provide otherwise, such provisions shall be followed.
If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes damage, it 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 XNUMX [Applicable legal basis for liquidation] The liquidation procedures of a legal person and the functions and powers of the liquidation group shall be in accordance with the provisions of the relevant laws; if there are no provisions, the relevant provisions of the applicable company law shall be referred to.
Article XNUMX [Status of legal person during liquidation, disposal of residual property after liquidation and termination of legal person] The legal person shall exist during the liquidation period, but shall not engage in activities unrelated to liquidation.
The remaining property of a legal person after liquidation shall be dealt with in accordance with the provisions of the articles of association of the legal person or the resolutions of the legal person's authority.If the law provides otherwise, such provisions shall be followed.
When the liquidation is completed and the legal person deregistration is completed, the legal person shall be terminated; if the legal person registration is not required in accordance with the law, the legal person shall be terminated when the liquidation is completed.
Article XNUMX [Bankruptcy of a Legal Person] Where a legal person is declared bankrupt, the legal person shall be terminated when the bankruptcy liquidation is carried out according to the law and the cancellation of the legal person registration is completed.
Article XNUMX [Branch of a Legal Person and Its Responsibilities] A legal person may establish a branch in accordance with the law.Where laws and administrative regulations stipulate that branch offices should be registered, such provisions shall be followed.
A branch engages in civil activities in its own name, and the civil liability arising therefrom shall be borne by the legal person; it can also be borne by the property managed by the branch first, but if it is insufficient, the legal person shall bear it.
Article XNUMX [Legal Consequences of the Establishment of a Legal Person] The legal consequences of the civil activities undertaken by the founder for the establishment of a legal person shall be borne by the legal person; if the legal person is not established, the legal consequences shall be borne by the founder. Joint and several debts, joint and several debts.
The third party has the right to choose to request the legal person or the founder to bear the civil liability arising from the establishment of a legal person to engage in civil activities in its own name.
Section XNUMX for-profit legal person
Article XNUMX [Definition and Types of For-Profit Legal Persons] A legal person established for the purpose of obtaining profits and distributing them to shareholders and other capital contributors is a for-profit legal person.
Profitable legal persons include limited liability companies, joint stock companies and other corporate legal persons.
Article XNUMX [Establishment of a for-profit legal person] A for-profit legal person shall be registered and established in accordance with the law.
Article XNUMX [Business License of For-profit Legal Person] For a legally established for-profit legal person, the registration authority shall issue a business license for the for-profit legal person.The date of issuance of the business license is the date of establishment of the for-profit legal person.
Article XNUMX [Articles of a for-profit legal person] To establish a for-profit legal person, the articles of association of the legal person shall be formulated in accordance with the law.
Article XNUMX [Authority of a for-profit legal person] A for-profit legal person shall set up an authority.
The authority shall exercise the power to amend the articles of association of the legal person, elect or replace the members of the executive body and supervisory body, and other functions and powers stipulated in the articles of association of the legal person.
Article XNUMX [Executive body of a for-profit legal person] A for-profit legal person shall set up an executive body.
The executive body exercises the power to convene the meeting of the authority, decide the business plan and investment plan of the legal person, decide on the establishment of the internal management organization of the legal person, and other functions and powers stipulated in the articles of association of the legal person.
Where the executive body is the board of directors or executive directors, 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 directors, the principal person in charge stipulated in the legal person's articles of association shall be its executive body and legal representative.
Article XNUMX [Supervisory Organization of a Profit-making Legal Person] Where a for-profit legal person has set up a supervisory committee or a supervisory institution, the supervisory institution shall exercise the inspection of the legal person's finances in accordance with the law, supervise the members of the executive body and the senior management personnel in performing the duties of the legal person, and the legal person's charter. other powers.
Article XNUMX [Assumption of Liability of Investors for Abusing Rights] Investors of for-profit legal persons shall not abuse the rights of investors to damage the interests of the legal person or other investors; if the abuse of the rights of investors causes losses to the legal person or other investors, they shall bear the civil liability in accordance with the law. Responsibility.
The investor of a for-profit legal person shall not abuse the independent status of the legal person and the limited liability of the investor to damage the interests of the creditors of the legal person; whoever abuses the independent status of the legal person and the limited liability of the investor to avoid 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 XNUMX [Restrictions on Improper Use of Affiliate Relationships] The controlling investors, actual controllers, directors, supervisors and senior managers of a for-profit legal person shall not use their affiliate relationships to harm the interests of the legal person; if the use of the affiliate relationship causes losses to the legal person, they shall bear the responsibility Liability for compensation.
Article XNUMX [Revocation of Resolutions] Where the powers and executive bodies of a for-profit legal person make a resolution, the procedure for convening a meeting, or the voting method violates 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 resolution.However, the civil legal relationship formed by a for-profit legal person with a bona fide counterparty based on this resolution will not be affected.
Article XNUMX [Obligations to be performed by a for-profit legal person] A for-profit legal person engaging in business activities shall abide by business ethics, maintain transaction security, accept government and social supervision, and assume social responsibilities.
Section XNUMX Non-profit legal person
Article XNUMX [Definition and Types of Non-Profit Legal Persons] A legal person established for the purpose of public welfare or other non-profit purposes and does not distribute the profits obtained to investors, founders or members is a non-profit legal person.
Non-profit legal persons include institutions, social organizations, foundations, social service organizations, etc.
Article XNUMX [Acquisition of Legal Person Qualification for Institutions] A public institution that meets the requirements for a legal person and is established to meet the needs of economic and social development and to provide public welfare services shall be registered and established in accordance with the law and obtain the legal person status of public institutions; , From the date of its establishment, it has the status of a public institution legal person.
Article XNUMX [Organization and Legal Representative of Institutional Legal Person] If a legal person of a public institution has a council, the council shall be its decision-making body unless otherwise provided by law.The legal representative of a legal person of an institution shall be formed in accordance with the provisions of laws, administrative regulations or the articles of association of the legal person.
Article XNUMX [Acquisition of Social Organization Legal Person Status] A social group that meets the legal person conditions, based on the common will of its members, and is established for the purpose of public welfare or the common interests of members and other non-profit purposes, has been registered and established in accordance with the law and obtained the legal person status of a social group; Those who need to apply for legal person registration shall, from the date of establishment, have the status of a social organization as a legal person.
Article XNUMX [Articles and Organizational Structure of Social Organizations as Legal Persons] To establish a social organization as a legal person, the articles of association of the legal person shall be formulated in accordance with the law.
A social organization as a legal person shall set up an authority such as a general assembly or a representative assembly of members.
Social organizations as legal persons shall set up executive bodies such as councils.The chairman or the chairman and other responsible persons shall act as legal representatives in accordance with the provisions of the articles of association of the legal person.
Article XNUMX [Acquisition of Donor Legal Person Status] Foundations, social service organizations, etc., established by donating property for public welfare purposes that meet the qualifications for legal persons, have been registered and established in accordance with the law to obtain legal person status for donation.
Legally established religious activity sites that meet the qualifications for legal persons may apply for legal person registration and obtain the status of a donation legal person.Where laws and administrative regulations provide for sites of religious activities, such provisions shall be followed.
Article XNUMX [Articles and Organizations of Donor Legal Persons] To establish a donation legal person, the legal person articles of association shall be formulated in accordance with the law.
Donor legal persons shall set up decision-making bodies such as councils and democratic management organizations, and set up executive bodies.The chairman and other responsible persons shall act as legal representatives in accordance with the provisions of the articles of association of the legal person.
Donor legal persons shall set up supervisory bodies such as the board of supervisors.
Article XNUMX [Rights of Donors] Donors have the right to inquire about the use and management of the donated property from the donor legal person, and to put forward comments and suggestions, and the donor legal person shall reply in a timely and truthful manner.
If the decision-making body, executive body or legal representative of a legal person donating a donation violates laws, administrative regulations, or the articles of association of the legal person, or the content of the decision violates the articles of association of the legal person, the donor or other interested parties or the competent authority may request the people's court to revoke the decision.However, the civil legal relationship between the donor legal person and the bona fide counterparty based on the decision will not be affected.
Article XNUMX [Disposal of Residual Properties at the Time of Termination of Non-profit Legal Persons] When a non-profit legal person established for public welfare purposes terminates, the remaining property shall not be distributed to the contributors, founders or members.The remaining property shall be used for public welfare purposes in accordance with the provisions of the articles of association of the legal person or the resolutions of the authority; if it cannot be handled in accordance with the provisions of the articles of association of the legal person or the resolutions of the authority, the competent authority shall preside over it and transfer it to a legal person with the same or similar purpose, and announce it to the public.
Section XNUMX Special Legal Person
Article XNUMX [Types of Special Legal Persons] The legal persons of government agencies, rural collective economic organizations, urban and rural cooperative economic organizations, and grassroots mass autonomous organizations, as specified in this section, are special legal persons.
Article XNUMX [Acquisition of Legal Person Qualification for an Organ] An organ with independent funds and a statutory body that undertakes administrative functions shall, from the date of its establishment, have the status of a legal person as an organ, and may engage in civil activities necessary for the performance of its functions.
Article XNUMX [Enjoyment and Assumption of Rights and Obligations after the Termination of an Organ Legal Person] If an organ as a legal person is revoked, the legal person shall be terminated, and its civil rights and obligations shall be enjoyed and undertaken by the successor as an organ as a legal person; if there is no successor as an organ as a legal person, a decision of revocation shall be made The organ legal person enjoys and undertakes.
Article XNUMX [Rural collective economic organization legal person] A rural collective economic organization has obtained legal person status according to law.
Where laws and administrative regulations have provisions for rural collective economic organizations, such provisions shall be followed.
Article XNUMX [Cooperative Economic Organizations in Urban and Rural Areas as Legal Persons] Cooperative economic organizations in urban and rural areas shall obtain legal person status in accordance with the law.
Where laws and administrative regulations have provisions on cooperative economic organizations in urban and rural areas, such provisions shall be followed.
Article XNUMX [Basic-level mass self-governing organizations as legal persons] Residents' committees and villagers' committees have the legal person status of grass-roots mass self-governing organizations, and may engage in civil activities required to perform their functions.
Where a village collective economic organization has not been established, the villagers committee may perform the functions of the village collective economic organization in accordance with the law.
Chapter IV Unincorporated Organizations
Article XNUMX [Definition and Types of Unincorporated Organizations] An unincorporated organization is an organization that does not have the status of a legal person, but is capable of engaging in civil activities in its own name according to law.
Unincorporated organizations include sole proprietorships, partnerships, professional service organizations without legal personality, etc.
Article XNUMX [Procedures for the establishment of an unincorporated organization] An unincorporated organization shall be registered in accordance with the provisions of the law.
If the establishment of an unincorporated organization requires the approval of the relevant authorities as stipulated by laws and administrative regulations, such regulations shall be followed.
Article XNUMX [Unincorporated Organization's Debt Assumption] If the unincorporated organization's property is insufficient to pay off its debts, its contributors or founders shall bear unlimited liability.If the law provides otherwise, such provisions shall be followed.
Article XNUMX [Representatives of Unincorporated Organizations] An unincorporated organization may appoint one or more persons to represent the organization in civil activities.
Article XNUMX [Circumstances of Dissolution of Unincorporated Organizations] Under any of the following circumstances, the unincorporated organization shall be dissolved:
(XNUMX) The expiry of the period of existence stipulated in the articles of association or the occurrence of other reasons for dissolution stipulated in the articles of association;
(XNUMX) The investor or founder decides to dissolve;
(XNUMX) Other circumstances prescribed by law.
Article XNUMX [Liquidation of Unincorporated Organizations] If an unincorporated organization is dissolved, it shall be liquidated according to law.
Article XNUMX [Applicable by Reference] In addition to the provisions of this chapter, unincorporated organizations shall apply the relevant provisions of Section XNUMX of Chapter III of this volume by reference.
Chapter V Civil Rights
Article XNUMX [Personal freedom and personal dignity are protected by law] The personal freedom and personal dignity of natural persons are protected by law.
Article XNUMX [Personality Rights of Civil Subjects] Natural persons enjoy the rights to life, body, health, name, portrait, reputation, honor, privacy, and marriage autonomy.
Legal persons and unincorporated organizations enjoy the right to name, reputation and honor.
Article XNUMX [Personal information is protected by law] The personal information of natural persons is protected by law.If any organization or individual needs to obtain the personal information of others, it shall obtain and ensure the security of the information in accordance with the law, and shall not illegally collect, use, process, or transmit the personal information of others, and shall not illegally buy, sell, provide or disclose the personal information of others.
Article XNUMX [Personal rights arising from marriage, family relations, etc. are protected] The personal rights of natural persons arising from marriage and family relations are protected by law.
Article XNUMX [Equal Protection of Property Rights] The property rights of civil subjects shall be equally protected by law.
Article XNUMX [Definition and Types of Real Rights] Civil subjects enjoy real rights in accordance with the law.
Real right is the right that the right holder enjoys direct control and exclusive right to a specific thing according to law, including ownership, usufructuary right and security real right.
Article XNUMX [Objects of real right] include immovable property and movable property.If the law stipulates that rights are the object of real rights, the provisions shall be followed.
Article XNUMX [Principles of Statutory Property Rights] The types and contents of property rights shall be prescribed by law.
Article XNUMX [Expropriation and Requisition] For the needs of public interests, those who expropriate or requisition real or movable property in accordance with the authority and procedures prescribed by law shall be given fair and reasonable compensation.
Article XNUMX [Definition of Creditor's Rights] A civil subject shall enjoy creditor's rights in accordance with the law.
The creditor's right is the right of the obligee to request a specific obligor to do or not to do a certain action because of contract, tort, management without cause, unjust enrichment and other provisions of the law.
Article XNUMX [Binding force of contract] A legally established contract is legally binding on the parties.
Article XNUMX [Assumption of Tort Liability] Where civil rights and interests are infringed, the infringed has the right to request the infringer to bear the tort liability.
Article XNUMX [Management without cause] There is no statutory or agreed obligation, and 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 XNUMX [Unjust enrichment] Because others have no legal basis and obtain improper benefits, the person who suffers losses has the right to request the return of the improper benefits.
Article XNUMX [Definition of Intellectual Property Rights] Civil subjects enjoy intellectual property rights in accordance with the law.
Intellectual property rights are the exclusive rights enjoyed by the obligee in accordance with the law in respect of the following objects:
(XNUMX) Works;
(XNUMX) Inventions, utility models and designs;
(XNUMX) Trademarks;
(XNUMX) Geographical indications;
(XNUMX) commercial secrets;
(XNUMX) Layout design of integrated circuits;
(XNUMX) New plant varieties;
(XNUMX) Other objects prescribed by law.
Article XNUMX [Right of Inheritance] A natural person shall enjoy the right of inheritance in accordance with the law.
The legal private property of a natural person may be inherited according to law.
Article XNUMX [Investment Rights] Civil subjects shall enjoy equity and other investment rights in accordance with the law.
Article XNUMX [Other Civil Rights and Interests] Civil subjects enjoy other civil rights and interests prescribed by law.
Article XNUMX [Protection of Data and Network Virtual Property] Where the law provides for the protection of data and network virtual property, such regulations shall be followed.
Article XNUMX [Special Protection of Civil Rights] Where the law has special provisions on the protection of civil rights of minors, the elderly, the disabled, women, consumers, etc., such provisions shall be followed.
Article XNUMX [Methods of Obtaining Civil Rights] Civil rights may be obtained by civil juristic acts, de facto acts, events prescribed by law, or other means prescribed by law.
Article XNUMX [Exercise civil rights in accordance with the law according to one's own will] Civil subjects exercise civil rights in accordance with the law according to their own will, without interference.
Article XNUMX [Consistency of rights and obligations] When a civil subject exercises rights, it shall perform the obligations stipulated by law and agreed upon by the parties.
Article XNUMX [No Abuse of Civil Rights] Civil subjects shall not abuse civil rights to damage national interests, public interests or the legitimate rights and interests of others.
Chapter VI Civil Legal Actions
Section XNUMX General Provisions
Article XNUMX [Definition of Civil Legal Act] A civil legal act is an act of a civil subject establishing, changing, or terminating a civil legal relationship through an expression of will.
Article XNUMX [Establishment of a Civil Legal Act] A civil legal act may be established based on the unanimous expression of the will of two or more parties, or it may be established based on the expression of the will of one party.
If a legal person or an unincorporated organization makes a resolution in accordance with the deliberation methods and voting procedures prescribed by the law or bylaws, the act of making the resolution is established.
Article XNUMX [Forms of Civil Legal Acts] Civil legal acts may be in written, oral or other forms; if laws, administrative regulations or the parties agree to adopt a specific form, the specific form shall be adopted.
Article XNUMX [Effective time of civil juristic act] A civil juristic act shall take effect upon its establishment, unless otherwise provided by law or otherwise agreed by the parties.
The perpetrator shall not modify or rescind the civil juristic act without authorization or without the consent of the other party.
The second part of meaning
Article XNUMX [Effective time of the relative's declaration of intent] The declaration of intent made in the form of dialogue takes effect when the relative knows its content.
An expression of intent made in a non-dialogue manner takes effect when it reaches the opposite person.In a non-dialogue way of expressing intention in the form of a data message, if the counterparty designates a specific system to receive the data message, the data message will take effect when it enters the specific system; if the specific system is not specified, the counterparty knows or should know that the data message has entered. its system takes effect.If the parties have agreed otherwise on the effective time of the expression of intent in the form of data messages, such agreement shall be followed.
Article XNUMX [Effective time of no counterpart's declaration of intent] If there is no counterpart's declaration of intent, the declaration will take effect upon completion.If the law provides otherwise, such provisions shall be followed.
Article XNUMX [Effective time of the declaration of intent made by public announcement] The declaration of intent made by public announcement shall take effect when the public announcement is issued.
Article XNUMX [Method of Making Expression of Intent] The actor may expressly or implicitly make an expression of intention.
Silence can be regarded as an expression of intention only when there are legal provisions, agreements between the parties, or when it conforms to the transaction habits between the parties.
Article XNUMX [Withdrawal of Expression of Intention] The actor may withdraw the expression of intention.The notice of withdrawing the declaration of intent shall reach the counterparty before or at the same time as the declaration of intent.
Article XNUMX [Interpretation of Intentional Expressions] Where there is an interpretation of the intentional expression of the relative person, the meaning of the intentional expression shall be determined according to the words and sentences used, in combination with the relevant clauses, the nature and purpose of the act, the custom, and the principle of good faith.
The interpretation without the meaning of the opposite person cannot be completely limited by the words and phrases used, but should be combined with the relevant clauses, the nature and purpose of the behavior, the custom and the principle of good faith to determine the true meaning of the actor.
Section XNUMX Effectiveness of Civil Legal Acts
Article XNUMX [Conditions for Valid Civil Legal Acts] A civil legal act that meets the following conditions is valid:
(XNUMX) The perpetrator has the corresponding capacity for civil conduct;
(XNUMX) The intention is true;
(XNUMX) It does not violate the mandatory provisions of laws and administrative regulations, and does not violate public order and good customs.
Article XNUMX [Validity of a civil juristic act performed by a person without capacity for civil conduct] A civil juristic act performed by a person without capacity for civil conduct is invalid.
Article XNUMX [Restricting the Validity of Civil Legal Acts Performed by Persons with Capacity for Civil Conduct] Civil legal acts performed by persons with limited capacity for civil conduct for purely profiting interests or civil legal acts suitable for their age, intelligence and mental health Valid; other civil legal acts implemented are valid after the consent or ratification of the legal representative.
The counterparty may urge the legal representative to ratify it within XNUMX days from the date of receipt of the notice.If the legal representative fails to make a statement, it shall be deemed to have refused ratification.Before a civil legal act is ratified, the counterparty in good faith has the right to revoke it.The withdrawal shall be made by means of notice.
Article XNUMX [Effect of False Representation and Concealed Act] A civil juristic act performed by the perpetrator and the counterparty with a false representation of intent is invalid.
The effect of concealed civil legal acts with false intentions shall be dealt with in accordance with relevant laws and regulations.
Article XNUMX [Efficacy of Civil Legal Acts Implemented Based on Major Misunderstandings] For civil legal acts implemented based on major misunderstandings, the perpetrator has the right to request the people's court or arbitration institution to revoke it.
Article XNUMX [Effect of a civil juristic act carried out by fraudulent means] If one party uses fraudulent means to cause the other party to carry out a civil juristic act contrary to its true intention, the defrauded party has the right to request a people's court or an arbitration institution be revoked.
Article XNUMX [Effect of a civil juristic act defrauded by a third party] When a third party commits a fraudulent act, causing one party to commit a civil juristic act contrary to his true will, the other party knows or should have known the fraudulent act. If the fraudulent party has the right to request the people's court or arbitration institution to revoke it.
Article XNUMX [Effect of a civil juristic act carried out by means of coercion] Where a party or a third party uses coercion to cause the other party to carry out a civil juristic act contrary to its true will, the coerced party has the right to request a people's court Or the arbitration institution will revoke it.
Article XNUMX [Effectiveness of Unfair Civil Legal Acts] If one party takes advantage of the other party's state of distress, lack of judgment ability, etc., which makes the civil legal act appear unfair when it is established, the injured party has the right to request the people The court or arbitration institution shall revoke it.
Article XNUMX [Extinction of the Right of Revocation] In any of the following circumstances, the right of revocation shall be extinguished:
(XNUMX) The party concerned has not exercised the right of revocation within one year from the date when the party knew or should have known the reason for revocation, or within XNUMX days from the date when the party with a major misunderstanding knew or should have known the reason for revocation;
(XNUMX) The party concerned is coerced and fails to exercise the right of revocation within one year from the date of termination of the coercive act;
(XNUMX) The party concerned expressly waives the right of revocation after knowing the reason for the revocation, or by his own behavior.
If the party concerned fails to exercise the right of revocation within five years from the date of the occurrence of the civil legal act, the right of revocation shall be extinguished.
Article XNUMX [Validity of Civil Legal Acts Violating Mandatory Provisions and Public Order and Good Customs] Civil legal acts that violate mandatory provisions of laws and administrative regulations are invalid.However, the mandatory provisions do not make the civil juristic act invalid.
Civil legal acts that violate public order and good customs are invalid.
Article XNUMX [Validity of Civil Legal Acts of Malicious Collusion] Civil legal acts in which the perpetrator and the counterparty maliciously collude and damage the lawful rights and interests of others are invalid.
Article XNUMX [Invalid or revoked civil juristic acts are invalid from the beginning] Invalid or revoked civil juristic acts are not legally binding from the beginning.
Article XNUMX [Partial invalidity of civil juristic acts] If a civil juristic act is partially invalid and does not affect the validity of other parts, the other parts are still valid.
Article XNUMX [Legal Consequences of Invalidation, Revocation or Determination of Non-effectiveness of Civil Legal Acts] After a civil legal act is invalid, revoked or determined to be ineffective, the property acquired by the actor due to the act shall be returned ; If it cannot be returned or there is no need to return it, it shall be compensated at a discount.The party at fault shall compensate the other party for the losses suffered thereby; if both parties are at fault, they shall each bear corresponding responsibilities.If the law provides otherwise, such provisions shall be followed.
Section XNUMX Civil Legal Acts
Article XNUMX [Conditional civil juristic acts] Civil juristic acts may be conditional, except for those that cannot be conditional according to their nature.A civil juristic act with conditions for entry into force shall take effect when the conditions are fulfilled.A civil juristic act with conditions for rescission becomes invalid when the conditions are fulfilled.
Article XNUMX [Fictitious when conditions are fulfilled and not fulfilled] For a civil juristic act with conditions, if the parties improperly prevent the fulfillment of the conditions for their own interests, the conditions shall be deemed fulfilled; The condition is not fulfilled.
Article XNUMX [Civil juristic acts with time limit] Civil juristic acts may have a time limit, except for those that cannot be given a time limit due to their nature.A civil juristic act with an effective time limit shall take effect when the time limit expires.A civil legal act with a termination period shall become invalid when the period expires.
Chapter VII Agency
Section XNUMX General Provisions
Article XNUMX [Applicable scope of agency] Civil subjects may carry out civil juristic acts through agents.
According to the legal provisions, the agreement of the parties or the nature of the civil juristic act, the civil juristic act that should be carried out by the person himself shall not be represented.
Article XNUMX [Effectiveness of Agency] The civil juristic act performed by the agent in the name of the principal within the authority of the agent shall be effective on the principal.
Article XNUMX [Types of Agency] Agency includes entrusted agency and legal agency.
The entrusted agent exercises the power of agency in accordance with the entrustment of the principal.The legal representative exercises the power of agency in accordance with the provisions of the law.
Article XNUMX [Legal Consequences of the Misconduct of the Agent] If the agent fails to perform or incompletely performs 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 XNUMX Entrusted Agent
Article XNUMX [Power of Attorney] Where the authorization of an agent is in writing, the power of attorney shall state the name of the agent, the matters to be represented, the authority and the time limit, and shall be signed or sealed by the principal.
Article XNUMX [Co-agent] If several persons are agents of the same agency, they shall jointly exercise the power of agency, unless otherwise agreed by the parties.
Article XNUMX [Illegal Agency and Its Legal Consequences] If the agent knows or should know that the agency matter is illegal and still carries out the agency act, or the principal knows or should know that the agent's agency act is illegal without expressing any objection, the agent shall be subject to the law. The agent and the agent shall be jointly and severally liable.
Article XNUMX [Prohibition of Self-Agency and Bilateral Representation and Exceptions] An agent shall not carry out civil juristic acts with himself in the name of the principal, unless the principal agrees or ratifies it.
An agent shall not carry out civil juristic acts in the name of the principal and other persons he represents at the same time, unless both parties to the agent agree or ratify.
Article XNUMX [Re-representation] If the agent needs to entrust a third person to act as an agent, the consent or ratification of the principal shall be obtained.
If the proxy is approved or ratified by the principal, the principal may directly instruct the third party to be entrusted with the agency affairs, and the agent is only responsible for the selection of the third party and the instructions to the third party.
If the agent is entrusted without the consent or ratification of the principal, the agent shall be liable for the actions of the third party who is entrusted; except.
Article XNUMX [Duty agency] A person who performs the work tasks of a legal person or an unincorporated organization shall, with regard to matters within the scope of his functions, conduct civil juristic acts in the name of a legal person or an unincorporated organization, and cause any damage to the legal person or unincorporated organization. potency.
Legal persons or unincorporated organizations restrict the scope of powers of those who perform their work tasks and must not oppose bona fide counterparties.
Article XNUMX [Unauthorized Agency] Where the actor does not have the power of agency, exceeds the power of agency, or terminates the power of agency, but still performs the act of agency, without ratification by the principal, it will not take effect on the principal.
The counterparty may urge the principal to ratify it within XNUMX days from the date of receipt of the notice.If the principal fails to make a statement, it shall be deemed to have refused to ratify.Before the act performed by the perpetrator is ratified, the counterparty in good faith has the right to revoke it.The withdrawal shall be made by means of notice.
If the acts committed by the perpetrator are not ratified, the counterparty in good faith has the right to request the perpetrator to perform the debt or to request the perpetrator to compensate for the damage suffered.However, the scope of compensation shall not exceed the benefits that the counterparty can obtain when the principal ratifies it.
Where the counterparty knows or should know that the actor has no right to act, the counterparty and the actor shall be liable according to their respective faults.
Article XNUMX If the actor has no power of agency, exceeds the power of agency, or terminates the power of agency, but still carries out the act of agency, and the counterparty has reason to believe that the actor has the power of agency, the act of agency is valid.
Section XNUMX Termination of Agency
Article XNUMX [Circumstances of Termination of Entrustment Agency] In any of the following circumstances, the entrustment agency shall be terminated:
(XNUMX) The term of agency expires or the agency affairs are completed;
(XNUMX) The principal cancels the entrustment or the agent resigns the entrustment;
(XNUMX) The agent loses the capacity for civil conduct;
(XNUMX) The agent or principal dies;
(XNUMX) The legal person or unincorporated organization acting as the agent or principal is terminated.
Article XNUMX [Exceptions to the Termination of Entrusted Agency] After the death of the principal, under any of the following circumstances, the act of entrusting the agent to carry out the act of agency is valid:
(XNUMX) The agent did not know and should not have known that the principal died;
(XNUMX) The principal's successor shall recognize it;
(XNUMX) It is specified in the authorization that the power of agency shall terminate upon the completion of the agency affairs;
(XNUMX) It has been implemented before the death of the principal, and continues to act for the benefit of the principal's heirs.
If the legal person or unincorporated organization serving as the principal terminates, the provisions of the preceding paragraph shall apply by reference.
Article XNUMX [Circumstances of Termination of Legal Agency] In any of the following circumstances, the legal agency shall be terminated:
(XNUMX) The principal obtains or recovers full capacity for civil conduct;
(XNUMX) The agent loses the capacity for civil conduct;
(XNUMX) The agent or principal dies;
(XNUMX) Other circumstances prescribed by law.
Chapter VIII Civil Liability
Article XNUMX [Civil Obligations and Responsibilities] Civil subjects perform civil obligations and bear civil liabilities in accordance with legal provisions or in accordance with the agreement of the parties.
Article XNUMX [Responsibility by Share] Two or more persons shall bear the responsibility by share in accordance with the law, and if the size of the responsibility can be determined, each shall bear the corresponding responsibility; if it is difficult to determine the size of the responsibility, they shall bear the responsibility equally.
Article XNUMX [Joint and several liability] Where two or more persons bear joint and several liability according to law, the right holder has the right to request some or all of the jointly and severally liable persons to bear the liability.
The share of liability of the joint and several persons shall be determined according to the size of their respective liability; if it is difficult to determine the size of the liability, the liability shall be assumed equally.Jointly and severally liable persons who actually bear more than their share of liability shall have the right to claim compensation from other jointly and severally liable persons.
Joint and several liability shall be stipulated by law or agreed by the parties.
Article XNUMX [Methods of Bearing Civil Liability] The methods of bearing civil liabilities mainly include:
(XNUMX) stop the infringement;
(XNUMX) to remove obstacles;
(XNUMX) Eliminate the danger;
(XNUMX) return property;
(XNUMX) Restoring the original state;
(XNUMX) Repair, rework and replacement;
(XNUMX) continue to perform;
(XNUMX) Compensation for losses;
(XNUMX) Pay liquidated damages;
(XNUMX) Eliminate influence and restore reputation;
(XNUMX) Apologize.
Where the law provides for punitive damages, such provisions shall be followed.
The methods of bearing civil liability provided for in this article may be applied individually or in combination.
Article XNUMX [Force Majeure] Where civil obligations cannot be performed due to force majeure, civil liability shall not be assumed.If the law provides otherwise, such provisions shall be followed.
Force majeure is an objective situation that cannot be foreseen, unavoidable and insurmountable.
Article XNUMX [Legal Defense] No civil liability shall be assumed for damage caused by justifiable defense.
If the self-defense exceeds the necessary limit and causes undue damage, the self-defense person shall bear appropriate civil liability.
Article XNUMX [Emergency Avoidance] If damage is caused by emergency avoidance, the person who caused the danger shall bear civil liability.
If the danger is caused by natural causes, the emergency shelter does not bear civil liability and may give appropriate compensation.
If the emergency hedging measures are inappropriate or exceed the necessary limits, causing undue damage, the emergency hedging party shall bear appropriate civil liability.
Article XNUMX [Measures for Assumption of Liability and Compensation for Damages Damaged by Protecting the Civil Rights and Interests of Others] If one suffers damages due to protecting the civil rights and interests of others, the infringer shall bear the civil liability, and the beneficiary may make 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 give appropriate compensation.
Article XNUMX [Emergency rescuer does not bear civil liability] If the assisted person is damaged due to the voluntary implementation of emergency rescue, the rescuer shall not bear civil liability.
Article XNUMX [Civil Liability for Infringing upon the Name, Portrait, Reputation, and Honor of Heroes and Martyrs] Anyone who infringes upon the names, portraits, reputation, and honor of heroes and martyrs, and damages the public interest, shall bear civil liability.
Article XNUMX [Competition of Liabilities] If the breach of contract by one party damages the personal rights and interests of the other party, the injured party has the right to choose to request it to bear the liability for breach of contract or tort.
Article XNUMX [Prioritize Civil Liability] Where a civil subject shall bear civil liability, administrative liability and criminal liability for the same act, the assumption of administrative liability or criminal liability shall not affect the bearing of civil liability; if the property of the civil subject is insufficient to pay , which is given priority to bear civil liability.
Chapter IX Statute of Limitations
Article XNUMX [Ordinary statute of limitations, longest rights protection period] The statute of limitations for applying to the people's court for protection of civil rights is three years.If the law provides otherwise, such provisions shall be followed.
The limitation period shall be calculated from the date when the obligee knows or should have known that the rights have been damaged and the obligor.If the law provides otherwise, such provisions shall be followed.However, if more than XNUMX years have elapsed since the date of damage to the rights, the people's court will not protect it, and in special circumstances, the people's court may decide to extend the rights based on the application of the right holder.
Article XNUMX [Litigation statute of limitations for debt performance in installments] If the parties agree to perform the same debt in installments, the statute of limitations shall be calculated from the date when the last period for performance expires.
Article XNUMX [Litigation statute of limitations for claims against legal representatives] The statute of limitations for a person without capacity for civil conduct or a person with limited capacity for civil conduct against his legal representative shall be calculated from the date of termination of the legal representative .
Article XNUMX [The statute of limitations for the right to claim compensation for minors who have suffered sexual assault] The statute of limitations for the right to claim damages for minors who have suffered sexual assault shall be calculated from the date when the victim reaches the age of XNUMX.
Article XNUMX [Legal Effects upon Expiration of the Statute of Limitation Period] When the period of limitation of action expires, the obligor may raise a defense of non-performance of obligations.
After the statute of limitations expires, if the obligor agrees to perform, he may not use the reason for the expiration of the statute of limitations as a defense; if the obligor has performed voluntarily, he may not request for return.
Article XNUMX [Citation of Statute of Limitation] The people's court shall not voluntarily apply the provisions of the statute of limitations.
Article XNUMX [Circumstances of Suspension of Statute of Limitation] Within the last six months of the period of limitation of action, if the right of claim cannot be exercised due to the following obstacles, the limitation of action shall be suspended:
(XNUMX) force majeure;
(XNUMX) 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 the right of agency;
(XNUMX) No successor or estate administrator has been determined after the succession begins;
(XNUMX) The obligee is controlled by the obligor or other persons;
(XNUMX) Other obstacles that prevent the right holder from exercising the right of claim.
The limitation period expires after six months from the day when the reason for the suspension of limitation is eliminated.
Article XNUMX [Circumstances in which the statute of limitations is interrupted] In any of the following circumstances, the statute of limitations shall be interrupted, and the statute of limitations shall be recalculated from the time of the interruption and the termination of the relevant procedures:
(XNUMX) The obligee makes a performance request to the obligor;
(XNUMX) The obligor agrees to perform the obligation;
(XNUMX) The right holder files a lawsuit or applies for arbitration;
(XNUMX) Other circumstances that have the same effect as filing a lawsuit or applying for arbitration.
Article XNUMX [Circumstances where the statute of limitations does not apply] The following claims do not apply the statute of limitations:
(XNUMX) Request to stop the infringement, remove the obstruction, and eliminate the danger;
(XNUMX) The obligee of the real property right and the registered movable property right requests the return of the property;
(XNUMX) requesting payment of alimony, alimony or alimony;
(XNUMX) Other claims for which the statute of limitations does not apply in accordance with the law.
Article XNUMX [Statutory statute of limitations, preemptive waiver of statute of limitations benefits invalid] The period, calculation method, and reasons for suspension and interruption of the statute of limitations shall be prescribed by law, and the agreement of the parties shall be invalid.
The party's advance waiver of the statute of limitations benefits is invalid.
Article XNUMX [Arbitration statute of limitations] If the law has provisions on the statute of limitations for arbitration, such provisions shall be followed; if there are no stipulations, the provisions on the statute of limitations for litigation shall apply.
Article XNUMX [Except for the period of exclusion] The duration of the right of revocation, the right of rescission and other rights stipulated by law or agreed by the parties, unless otherwise stipulated by law, shall be calculated from the date when the right holder knows or should know that the right arises. The provisions on suspension, interruption and extension of the statute of limitations do not apply.At the expiration of the duration, the rights of revocation and rescission will be extinguished.
Chapter XNUMX Period Calculation
Article XNUMX [Period Calculation Unit] The period referred to in the Civil Law shall be calculated in accordance with the calendar year, month, day and hour.
Article XNUMX [Counting from the Period] If the period is calculated according to the year, month, and day, the starting day is not included in the calculation, and the calculation starts from the next day.
If the period is calculated in hours, it shall be calculated from the time stipulated by law or agreed by the parties.
Article XNUMX [End of Period] If the period is calculated by year and month, the corresponding day of the expiry month shall be the last day of the period; if there is no corresponding day, the end of the month shall be the last day of the period.
Article XNUMX If the last day of the period is a statutory holiday, the day following 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 XNUMX:XNUMX; if there is business time, the time for cessation of business activities is the cut-off time.
Article XNUMX [Statutory or agreed period of time] The calculation method of the period shall be in accordance with the provisions of this Law, unless otherwise stipulated by law or otherwise agreed by the parties.
Title II Property Rights
Part XNUMX General Rules
Chapter XNUMX General Provisions
Article XNUMX [Adjustment Scope of the Property Rights Section] This section adjusts the civil relationship arising from the ownership and utilization of the property.
Article XNUMX [Basic Socialist Economic System and Socialist Market Economy] The state adheres to and improves public ownership as the main body, multiple ownership economies develop together, distribution according to work as the main body, and multiple distribution methods coexist. The socialist market economic system and other basic socialist economic systems.
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 players.
Article XNUMX [Principle of Equal Protection of Real Rights] The real rights of the state, collectives, and private individuals and the real rights of other rights holders shall be equally protected by law and shall not be violated by any organization or individual.
Article XNUMX [Principle of Publicity of Property Rights] The establishment, modification, transfer and elimination of real property rights shall be registered in accordance with the law.The establishment and transfer of movable property rights shall be delivered in accordance with the law.
Chapter II Establishment, Alteration, Transfer and Destruction of Real Right
Section XNUMX Real Estate Registration
Article XNUMX [Effect of registration of real estate rights] The establishment, modification, transfer and elimination of real estate rights shall become effective upon registration in accordance with the law; without registration, they shall not become effective, unless otherwise provided by law.
Natural resources that are legally owned by the state may not be registered in ownership.
Article XNUMX [Real estate registration agency and unified real estate registration] 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 of unified registration, registration agencies and registration methods shall be prescribed by laws and administrative regulations.
Article XNUMX [Application Materials for Real Estate Registration] When applying for registration, the party concerned shall provide necessary materials such as ownership certificate and real estate boundary and area according to different registration items.
Article XNUMX [Duties of Registration Authority] The registration authority shall perform the following duties:
(XNUMX) Check the ownership certificate and other necessary materials provided by the applicant;
(XNUMX) Inquiring the applicant about the relevant registration matters;
(XNUMX) Register relevant matters truthfully and in a timely manner;
(XNUMX) Other duties prescribed by laws and administrative regulations.
If the relevant information of the real estate applying for registration needs further proof, the registration agency may require the applicant to supplement materials, and may check on the spot if necessary.
Article XNUMX [Acts that Registration Organizations shall not engage in] Registration agencies shall not conduct the following acts:
(XNUMX) require an appraisal of the immovable property;
(XNUMX) Repeat registration in the name of annual inspection;
(XNUMX) Other acts beyond the scope of registration duties.
Article XNUMX [Effective Time of Changes in Real Estate Rights] The establishment, modification, assignment and elimination of real estate rights that should be registered in accordance with the law shall become effective when they are recorded in the real estate register.
Article XNUMX [Distinction between Contract Validity and Change of Real Right] When a contract concerning the establishment, modification, assignment and elimination of real property rights is concluded between the parties, unless otherwise stipulated by law or otherwise agreed by the parties, the contract shall be executed from the time the contract is established. Effective; if the registration of property rights is not completed, the validity of the contract will not be affected.
Article XNUMX [Effectiveness and management of the real estate register] The real estate register is the basis for the ownership and content of real rights.
The immovable property register is managed by a registration authority.
Article XNUMX [Relationship between the real estate register and the real estate ownership certificate] The real estate ownership certificate is the proof that the right holder enjoys the right to the real estate.The matters recorded in the real estate ownership certificate shall be consistent with the real estate registration book; if the records are inconsistent, the real estate registration book shall prevail unless there is evidence to prove that the real estate registration book is indeed wrong.
Article XNUMX [Inquiry and Reproduction of Real Estate Registration Materials] Right holders and interested parties may apply for inquiry and reproduction of real estate registration materials, and the registration agency shall provide them.
Article XNUMX [Reasonable use of real estate registration materials] Stakeholders shall not disclose or illegally use the real estate registration materials of the right holder.
Article XNUMX [Correction Registration and Objection Registration] If the right holder or interested party believes that the items recorded in the real estate register are wrong, they may apply for correction and registration.If the right holder recorded in the real estate register agrees in writing to make corrections or there is evidence to prove that the registration is indeed wrong, the registration agency shall make corrections.
If the obligee recorded in the real estate register does not agree to the correction, the interested party may apply for the registration of objection.If the registration agency has registered the objection, and the applicant does not file a lawsuit within XNUMX days from the date of the objection registration, the objection registration will be invalid.If the registration of the objection is improper, causing damage to the right holder, the right holder may request the applicant for damages.
Article XNUMX [Advance Registration] The parties sign an agreement on buying and selling houses or other real estate rights agreements, in order to ensure the realization of real rights in the future, they may apply to the registration agency for advance notice registration according to the agreement.After the advance notice registration, if the real estate is disposed of without the consent of the right holder of the advance notice registration, the real right will not take effect.
After the advance notice registration, if the creditor's right is extinguished or the registration is not applied for within XNUMX days from the date when the real estate registration can be carried out, the advance notice registration becomes invalid.
Article XNUMX [Compensation for Improper Real Estate Registration] If the party concerned provides false materials to apply for registration and causes damage to others, it shall be liable for compensation.
If the registration error causes 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 XNUMX [Fee for Real Estate Registration] The real estate registration fee shall be charged on a case-by-case basis, and shall not be charged in proportion to the area, volume or price of the real estate.
Section XNUMX Chattel Delivery
Article XNUMX [Effect of Delivery of Movable Property] The establishment and transfer of the right to movable property shall take effect upon delivery, unless otherwise provided by law.
Article XNUMX [Effect of Special Movable Property Registration] The establishment, alteration, transfer, and elimination of real rights in ships, aircraft, and motor vehicles, etc., without registration, shall not be against a bona fide third party.
Article XNUMX [Simple Delivery] If the right holder has possessed the movable property before the establishment and transfer of the movable property right, the real right will take effect when the civil legal act takes effect.
Article XNUMX [Instructing Delivery] If a third party possesses the movable property before the establishment and transfer of the movable property, the person who is obliged to deliver may transfer the right to request the third party to return the original property in lieu of delivery.
Article XNUMX [Revision of Possession] When the right of movable property is transferred, and the parties agree that the assignor will continue to possess the movable property, the real right shall take effect when the agreement takes effect.
Section XNUMX Other Provisions
Article XNUMX [Changes in real rights caused by legal documents or expropriation decisions] Where real rights are established, changed, transferred or eliminated due to legal documents issued by people's courts, arbitration institutions or expropriation decisions of the people's government, etc. The document or expropriation decision takes effect when it takes effect.
Article XNUMX [Acquisition of Real Right Through Inheritance] Where a real right is obtained through inheritance, it shall take effect from the beginning of the inheritance.
Article XNUMX [Changes in real rights due to factual acts] Where real rights are established or destroyed due to legal construction or demolition of houses, etc., they shall take effect when the factual acts are accomplished.
Article XNUMX [Disposal of real property rights not enjoyed by civil legal acts] If the disposal of real property rights enjoyed in accordance with the provisions of this section requires registration in accordance with the law, without registration, the real right will not take effect.
Chapter III Protection of Property Rights
Article XNUMX [Resolution methods for property rights disputes] Where property rights are infringed, the right holder may resolve the matter through reconciliation, mediation, arbitration, litigation, etc.
Article XNUMX [Right of Request for Confirmation of Real Right] If there is a dispute over the ownership or content of the real right, the interested party may request confirmation of the right.
Article XNUMX [Right to Request for Return of Original Property] Where the right holder does not have the right to possess immovable property or movable property, the right holder may request the return of the original property.
Article XNUMX [Request for Exclusion of Obstruction] If the property right is obstructed or may be obstructed, the obligee may request to remove the obstruction or eliminate the danger.
Article XNUMX [Right to Request for Restoration of Property Rights] If the immovable property or movable property is damaged, the obligee may request for repair, rework, replacement or restoration to the original state according to law.
Article XNUMX [Right to Claim Compensation for Damage to Real Right] If the property right is infringed and damage is caused to the obligee, the obligee may request compensation for the damage according to law, and may also request to bear other civil liabilities according to law.
Article XNUMX [Single and Combined Use of Property Rights Protection Methods] The property rights protection methods specified in this chapter may be applied individually, or may be applied in combination according to the circumstances in which the rights are infringed.
Title II Title
Chapter IV General Provisions
Article XNUMX [Definition of Ownership] The owner shall have the right to possess, use, benefit from, and dispose of his real or movable property in accordance with the law.
Article XNUMX [The owner establishes other real rights] The owner has the right to establish usufructuary rights and security real rights in his real or movable property.The usufructuary and the security right holder shall not damage the rights and interests of the owner when exercising their rights.
Article XNUMX [Exclusive State Ownership] The law stipulates that no organization or individual can acquire the ownership of real and movable properties that are exclusively owned by the state.
Article XNUMX [Expropriation] For the needs of public interests, collectively-owned land and organizations, individual houses 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 shall be paid in full and in time according to the law, and social security fees for the land-expropriated farmers shall be arranged to ensure the protection of the land-expropriated farmers. life, and safeguard the legitimate rights and interests of land-expropriated farmers.
For the expropriation of the houses and other real estates of organizations and individuals, compensation for expropriation shall be provided in accordance with the law, and the legitimate rights and interests of the expropriated shall be protected; in the case of expropriation of individual residences, the living conditions of the expropriated shall also be guaranteed.
No organization or individual may embezzle, embezzle, privately divide, withhold, or default on collection and compensation fees.
Article XNUMX [Cultivated land protection] 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 XNUMX [Expropriation] Due to emergency needs such as emergency rescue and disaster relief, epidemic prevention and control, the immovable property or movable property of an organization or individual may be requisitioned in accordance with the authority and procedures prescribed by law.After the requisitioned real or movable property is used, it shall be returned to the requisitionee.If the immovable or movable property of an organization or individual is requisitioned or damaged or lost after the requisition, compensation shall be given.
Chapter V State Ownership and Collective
Article XNUMX [Scope of State-owned Property, Nature of State-Owned Property and Exercise of State-Owned Property] Property that is owned by the state as stipulated by law shall be owned by the state, that is, owned by the whole people.
State-owned property is exercised by the State Council on behalf of the state.If the law provides otherwise, such provisions shall be followed.
Article XNUMX [State ownership of mineral deposits, water currents, and sea areas] Mineral deposits, water currents, and sea areas belong to the state.
Article XNUMX [State ownership of uninhabited islands] Uninhabited islands belong to the state, and the State Council exercises the ownership of uninhabited islands on behalf of the state.
Article XNUMX [Scope of State-owned Land] Land in cities is owned by the state.The law stipulates that land in rural and urban suburbs owned by the state is owned by the state.
Article XNUMX [State ownership of natural resources] Natural resources such as forests, mountains, grasslands, wasteland, and tidal flats are owned by the state, except for those that are collectively owned by law.
Article XNUMX [State ownership of wild animal and plant resources] According to the law, wild animal and plant resources are owned by the state and belong to the state.
Article XNUMX [State ownership of radio spectrum resources] Radio spectrum resources belong to the state.
Article XNUMX [State ownership of cultural relics] Cultural relics that are owned by the state according to the law, belong to the state.
Article XNUMX [State ownership of national defense assets and infrastructure] National defense assets belong to the state.
Infrastructures such as railways, highways, power facilities, telecommunication facilities and oil and gas pipelines, which are owned by the state in accordance with the law, belong to the state.
Article XNUMX [Real Rights of State Organs] State organs have the right to possess, use and dispose of the immovable and movable properties directly under their control.
Article XNUMX [Real rights of state-run institutions] State-run institutions shall enjoy the right to possess, use, and benefit from and dispose of the immovable and movable properties directly under their control.
Article XNUMX [Contributor System for State-Funded Enterprises] For state-funded enterprises, the State Council and local people's governments shall, in accordance with the provisions of laws and administrative regulations, respectively perform the duties of investors on behalf of the state, and enjoy the rights and interests of investors.
Article XNUMX [Protection of State-owned Property] State-owned property is protected by law, and any organization or individual is prohibited from occupying, looting, privately dividing, withholding, or destroying.
Article XNUMX [Legal Responsibilities for the Management of State-owned Property] Institutions and their staff members that perform their duties of management and supervision of state-owned property 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 loss of state-owned property ; Abuse of power, dereliction of duty, resulting in loss of state-owned property, shall bear legal responsibility according to law.
Whoever violates the regulations on the management of state-owned property, in the process of enterprise restructuring, merger and division, affiliated transactions, etc., transfers at a low price, conspires to divide privately, guarantees without authorization, or causes loss of state-owned property in other ways, shall bear legal responsibility according to law.
Article XNUMX [Scope of collective property] Collectively-owned immovables and movables include:
(XNUMX) Land and forests, mountains, grasslands, wasteland and tidal flats that are collectively owned by law;
(XNUMX) collectively-owned buildings, production facilities, and farmland water conservancy facilities;
(XNUMX) collectively owned educational, scientific, cultural, health, sports and other facilities;
(XNUMX) Other real and movable properties collectively owned.
Article XNUMX [The ownership of collectively owned property by farmers and collective decision on major matters] The real estate and movable property owned by farmers collectively belong to the collective ownership of the members of the collective.
The following matters shall be decided by members of this collective in accordance with legal procedures:
(XNUMX) The land contracting plan and contracting the land to organizations or individuals other than the collective;
(XNUMX) Adjustment of contracted land among individual holders of contractual management rights of land;
(XNUMX) The method of use and distribution of land compensation fees and other expenses;
(XNUMX) Changes in ownership of collectively-funded enterprises, etc.;
(XNUMX) Other matters prescribed by law.
Article XNUMX [Exercise of the ownership of collectively-owned real estate] The ownership of collectively-owned land and forests, mountains, grasslands, wasteland, tidal flats, etc. shall be exercised in accordance with the following provisions:
(XNUMX) If it is collectively owned by village farmers, the village collective economic organization or villagers committee shall exercise the ownership on behalf of the collective according to law;
(XNUMX) If they are collectively owned by two or more farmers in the village, the collective economic organization or villager group in the village shall exercise the ownership on behalf of the collective according to law;
(XNUMX) If it is collectively owned by township farmers, the township collective economic organization shall exercise the ownership on behalf of the collective.
Article XNUMX [Exercise of Property Rights Owned by Urban Collectives] The real and movable properties owned by urban collectives shall enjoy the rights to possess, use, benefit from and dispose of them in accordance with the provisions of laws and administrative regulations.
Article XNUMX [Collective members' right to know about collective property] Rural collective economic organizations or villagers' committees and villagers' groups shall announce the status of collective property to members of the collective in accordance with laws, administrative regulations, bylaws, and village regulations.Collective members have the right to view and copy relevant materials.
Article XNUMX [Protection of collectively-owned property and protection of the legitimate rights and interests of rural collective members] Collectively-owned property is protected by law, and any organization or individual is prohibited from occupying, looting, privately dividing, or destroying it.
If a decision made by a rural collective economic organization, villagers committee or its responsible person 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 XNUMX [Scope of Private Property] Private individuals have the ownership of their legal income, houses, daily necessities, production tools, raw materials and other immovable and movable properties.
Article XNUMX [Protection of Private Legal Property] Private legal property is protected by law, and any organization or individual is prohibited from occupying, looting, or destroying it.
Article XNUMX [The State, Collectives and Private Companies Contribute to the Establishment of Companies or Other Enterprises] The State, collectives and private individuals may, in accordance with the law, invest in the establishment of limited liability companies, joint stock limited companies or other enterprises.When real estate or movable property owned by the state, collectives and 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 investment.
Article XNUMX [Property rights of legal persons] For-profit legal persons shall enjoy the rights to possess, use, benefit from and dispose of their real and movable properties in accordance with laws, administrative regulations and articles of association.
Legal persons other than for-profit legal persons shall be subject to the provisions of relevant laws, administrative regulations and articles of association for their rights to their immovable and movable properties.
Article XNUMX [Protection of Legal Property of Social Organizations as Legal Persons and Donor Legal Persons] The immovable and movable properties legally owned by social organizations as legal persons and donation legal persons shall be protected by law.
Chapter VI Owner's Building Differential Ownership
Article XNUMX [Divided Ownership of Buildings] The owner shall have the ownership of the exclusive parts of the buildings such as residences and commercial buildings, and shall enjoy the rights of co-ownership and joint management of the common parts other than the exclusive parts.
Article XNUMX [The Owner's Rights and Obligations to the Exclusive Part] The owner shall have the right to possess, use, benefit from and dispose of the exclusive part of the building.The owner's exercise of rights shall not endanger the safety of the building, nor damage the legitimate rights and interests of other owners.
Article XNUMX [The Owner's Rights and Obligations to the Common Parts] The owner shall enjoy rights and undertake obligations to the common parts other than the exclusive part of the building; he shall not fail to perform his obligations on the grounds of giving up his rights.
When the owner transfers the residential and business houses in the building, the rights of co-ownership and co-management enjoyed by the owner of the common part shall be transferred together.
Article XNUMX [Ownership of the rights of roads, green spaces, etc. within the building zone] The roads within the building zone are owned by the owners, except those belonging to urban public roads.The green space within the building zoning is owned by the owners, except for the urban public green space or those expressly owned by individuals.Other public places, public facilities and property service rooms within the building division are owned by the owners.
Article XNUMX [Attribution of Parking Spaces and Garages] Within the building division, the ownership of the parking spaces and garages planned for parking cars shall be agreed upon by the parties through sales, gifts or leases.
The parking spaces used for parking cars on the roads or other sites shared by the owners are owned by the owners.
Article XNUMX [Primary Uses of Parking Spaces and Garages] Within the building division, the parking spaces and garages planned for parking cars shall first meet the needs of the owners.
Article XNUMX [Establishment, Guidance and Assistance of Owners' Self-Government Organizations] Owners may set up a general meeting of owners and elect a committee of owners.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.
The relevant departments of the local people's government and residents' committees shall provide guidance and assistance for the establishment of the owners' meeting and the election of the owners' committee.
Article XNUMX [Items jointly decided by the owners and voting] The following matters shall be jointly decided by the owners:
(XNUMX) To formulate and revise the rules of procedure of the owners' meeting;
(XNUMX) To formulate and revise management regulations;
(XNUMX) electing the owners' committee or replacing members of the owners' committee;
(XNUMX) Selecting and dismissing property service enterprises or other managers;
(XNUMX) Use the maintenance funds of the building and its ancillary facilities;
(XNUMX) Raising funds for the maintenance of buildings and their ancillary facilities;
(XNUMX) Reconstruction and reconstruction of buildings and their ancillary facilities;
(XNUMX) changing the purpose of the common part or using the common part to engage in business activities;
(XNUMX) Other major matters related to joint ownership and joint management rights.
For matters jointly decided by the owners, the owners whose area of ​​the exclusive part accounts for more than two-thirds and whose number of people account for more than two-thirds shall participate in the voting.Decisions on matters specified in Items XNUMX to XNUMX of the preceding paragraph shall be approved by the owners of more than three-quarters of the area of ​​the exclusive part participating in the voting and more than three-quarters of the owners participating in the voting.Decisions on other matters in the preceding paragraph shall be approved by the owners of more than half of the area of ​​the exclusive part participating in the voting and the owners of more than half of the number of people participating in the voting.
Article XNUMX [Conditions for Owners to Change Residential Purposes] Owners shall not violate laws, regulations and management stipulations to change the residences into commercial housing.If the owner changes the residence into a commercial building, in addition to complying with laws, regulations and management regulations, it shall obtain the unanimous consent of the interested owners.
Article XNUMX [Validity of Decisions of the Owners' General Meeting and Owners' Committee] Decisions of the owners' general meeting or the owners' committee are legally binding on the owners.
If a decision made by the owners' meeting or the owners' committee infringes upon the owner's legitimate rights and interests, the aggrieved owner may request the people's court to revoke the decision.
Article XNUMX [Attribution and Disposition of Maintenance Funds for Buildings and Ancillary Facilities] The maintenance funds for buildings and their ancillary facilities are jointly owned by the owners.It can be used for the maintenance, renovation and renovation of common parts such as elevators, roofs, exterior walls, and barrier-free facilities, as decided by the owners.The collection and use of maintenance funds for buildings and their ancillary facilities shall be regularly announced.
If the building and its ancillary facilities need to be repaired in an emergency, the owners' congress or the owners' committee may apply for the use of maintenance funds for the building and its ancillary facilities in accordance with the law.
Article XNUMX [Income distribution from the common part] The income generated by the construction unit, property service enterprise or other managers using the common part of the owner, after deducting reasonable costs, belongs to the common ownership of the owner.
Article XNUMX [Expense sharing and income distribution of buildings and their ancillary facilities] For matters such as cost sharing and income distribution of buildings and their ancillary facilities, if there is an agreement, follow the agreement; if there is no agreement or the agreement is unclear , according to the proportion of the owner's exclusive part of the area.
Article XNUMX [Administration of Buildings and Ancillary Facilities] The owner may manage the building and its ancillary facilities by himself, or he may entrust a property service enterprise or other managers to manage.
For property service enterprises or other managers hired by the construction unit, the owners have the right to replace them in accordance with the law.
Article XNUMX [Relationship between the owner and the property service enterprise or other managers] The property service enterprise or other managers shall, according to the entrustment of the owner, manage the buildings within the building zoning in accordance with the provisions on property service contracts in Part III of this Law The property and its ancillary facilities, accept the supervision of the owner, and promptly answer the owner's inquiries about the property services.
Property service enterprises or other managers shall implement emergency response measures and other management measures implemented by the government in accordance with the law, and actively cooperate with relevant work.
Article XNUMX [Relevant Obligations and Responsibilities of Owners] Owners shall abide by laws, regulations and management regulations, and relevant behaviors shall meet the requirements of saving resources and protecting the ecological environment.For property service enterprises or other managers to implement emergency response measures and other management measures implemented by the government in accordance with the law, the owner shall cooperate in accordance with the law.
The owners' meeting or the owners' committee shall have the right to act in accordance with laws, regulations and management statutes against acts that damage the legitimate rights and interests of others, such as arbitrarily discarding garbage, discharging pollutants or noise, raising animals in violation of regulations, building illegally, occupying passages, and refusing to pay property fees. Request the perpetrator to stop the infringement, remove the obstruction, eliminate the danger, restore the original state, and compensate for the loss.
If the owner or other actor refuses to perform the relevant obligations, the parties concerned may report or complain to the relevant administrative department, and the relevant administrative department shall handle it according to law.
Article XNUMX [Protection of Owners' Lawful Rights and Interests] Owners shall have the right to request them to bear civil liability for acts of construction units, property service enterprises or other managers and other owners who infringe upon their lawful rights and interests.
Chapter XNUMX Adjacency Relations
Article XNUMX [Principles for Handling Adjacent Relationships] Adjacent obligees of immovable property shall correctly handle adjacency relationships in accordance with the principles of favorable production, convenience for living, solidarity and mutual assistance, fairness and reasonableness.
Article XNUMX [Legal Basis for Handling Neighboring Relationships] Where laws and regulations have provisions for dealing with neighboring relationships, such provisions shall be followed; where there are no provisions in laws and regulations, local customs may be followed.
Article XNUMX [Water and Drainage Adjacent Relationship] The real estate obligee shall provide necessary convenience for the adjacent obligee to use water and drainage.
The utilization of natural running water should be reasonably distributed among the adjacent right holders of the real estate.For the discharge of natural flowing water, the natural flow direction shall be respected.
Article XNUMX [Traffic Adjacent Relationship] The real estate obligee shall provide necessary convenience to the adjacent obligee who must use their land due to the passage of the land.
Article XNUMX [Utilization of Adjacent Land] If the owner of the real estate must use the adjacent land or buildings for the construction or repair of buildings and the laying of electric wires, cables, water pipes, heating and gas pipelines, etc., the land or buildings shall be The right holder of the property shall provide necessary facilities.
Article XNUMX [Adjacent Ventilation, Lighting and Sunshine] Construction of buildings shall not violate the relevant national engineering construction standards, and shall not obstruct the ventilation, lighting and sunlight of adjacent buildings.
Article XNUMX [Infringement of immeasurable objects between adjacent real estates] The right holder of real estate shall not dispose of solid waste in violation of state regulations, and discharge air pollutants, water pollutants, soil pollutants, noise, light radiation, electromagnetic radiation, etc. harmful materials.
Article XNUMX [Maintaining the safety of adjacent real estate] The right holder of the real estate shall not endanger the safety of the adjacent real estate by excavating land, constructing buildings, laying pipelines, and installing equipment.
Article XNUMX [Using Adjacent Real Estate to Avoid Damage] If a real estate obligee utilizes adjacent real estate for water use, drainage, traffic, laying of pipelines, etc., he shall try his best to avoid causing damage to the adjacent real estate obligee.
Chapter XNUMX Total
Article XNUMX [Co-ownership and Types] Real or movable property may be jointly owned by two or more organizations and individuals.Co-ownership includes co-ownership by shares and co-ownership.
Article XNUMX [Co-ownership by shares] Co-owners by shares shall have ownership of the jointly owned real or movable property according to their shares.
Article XNUMX [Co-ownership] The co-owners jointly own the jointly owned real or movable property.
Article XNUMX [Co-owners' right to manage the co-owned property] The co-owners manage the jointly-owned real estate or movable property in accordance with the agreement; if there is no agreement or the agreement is not clear, each co-owner has the right and obligation to manage.
Article XNUMX [Disposal, Major Repair and Change of Nature and Use of Co-owned Property] Where the co-owned real or movable property is disposed of, and the co-owned real or movable property is to be significantly repaired, changed in nature or use, it shall be subject to a third of the share. Two or more co-owners by share or all co-owners agree, unless otherwise agreed between the co-owners.
Article XNUMX [Sharing of the Management Expenses of the Co-owned Property] If the co-owners have an agreement on the management fees and other burdens of the co-owned property, they shall follow the agreement; if there is no agreement or the agreement is not clear, the co-owners shall pay according to their share. , the co-owners share the burden.
Article XNUMX [Division of Co-owned Property] If the co-owners agree that the co-owned real or movable property shall not be divided in order to maintain the co-owned relationship, the agreement shall be followed. If the agreement is not clear, the co-owners by shares may request for division at any time, and the co-owners may request for division when the basis of the co-ownership is lost or there are major reasons for division.If the division causes damage to other co-owners, compensation shall be paid.
Article XNUMX [Division of Co-owned Property] The co-owners may negotiate to determine the division method.If an agreement cannot be reached, if the jointly owned real estate or movable property can be divided and the value will not be impaired due to the division, the real property shall be divided; if it is difficult to divide or the value will be impaired due to division, the price obtained by discount or auction or sale shall be divided.
If the real or movable property obtained by the co-owners is defective, the other co-owners shall share the losses.
Article XNUMX [Right to Dispose of Shares by Co-owners and Pre-emptive Rights of Other Co-owners] Co-owners by shares may transfer their share of co-owned real estate or movable property.Other co-owners have the right to pre-empt under the same conditions.
Article XNUMX [Method of Realizing the Right of Preemption] If a co-owner transfers his share of the co-owned real estate or movable property he enjoys, he shall promptly notify the other co-owners of the transfer conditions.The other co-owners shall exercise the right of first refusal within a reasonable period.
If two or more other co-owners claim to exercise the right of preemption, their respective purchase ratios shall be determined through negotiation; if the negotiation fails, the right of preemption shall be exercised in accordance with their respective share ratios at the time of transfer.
Article XNUMX [External and Internal Effects of Creditor's Rights and Debt Relationships Arising from Common Property] For creditor's rights and debts arising from jointly owned real or movable property, in terms of external relations, the co-owners shall enjoy joint and several creditor's rights and assume joint and several debts, but the legal Unless otherwise stipulated or the third party knows that the co-owners do not have a joint creditor-debt relationship; in the internal relationship of the 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 creditor's rights and assume debts.A co-owner who repays a debt in excess of his own share shall have the right to claim repayment from other co-owners.
Article XNUMX [Presumption of co-ownership by shares] If the co-owners do not agree on the co-owned real estate or movable property as co-ownership by shares or jointly, or the agreement is not clear, unless the co-owners have family relations, they shall be deemed to be co-owners by shares, etc. total.
Article XNUMX [Determination of the share of co-owners by share] If there is no agreement or the agreement is unclear, the share of the share of the co-owners in the jointly-owned real estate or movable property shall be determined according to the amount of capital contribution; if the amount of capital contribution cannot be determined, it shall be deemed as equal share.
Article XNUMX [Reference and Applicability of Co-owned Usufruct and Security Rights] Where two or more organizations and individuals jointly enjoy usufructuary rights and security rights, the relevant provisions of this chapter shall be applied by reference.
Chapter IX Special Provisions on Acquisition of Ownership
Article XNUMX [Acquisition in good faith] If the person without the right to dispose of it transfers the immovable property or movable property to the assignee, the owner has the right to recover it; unless otherwise provided by law, the assignee shall acquire the property if the following circumstances are met. Ownership of real or movable property:
(XNUMX) The assignee is in good faith when he assigns the immovable property or movable property;
(XNUMX) transfer at a reasonable price;
(XNUMX) The transferred immovable or movable property that should be registered in accordance with the law has been registered, and if registration is not required, it has been delivered to the assignee.
If the transferee obtains the ownership of the immovable property or movable property in accordance with the provisions of the preceding paragraph, the original owner has the right to request compensation for damages from the person without the right to dispose of it.
Where the parties obtain other property rights in good faith, the provisions of the preceding two paragraphs shall apply by reference.
Article XNUMX [Acquisition of Lost Items in Good Faith] The owner or other rights holders have the right to recover the lost items.If the lost property is occupied by another person through transfer, the right holder has the right to request compensation for damages from the person who has no right to dispose of, or request the transferee to return the original property within two years from the date when he knew or should have known the transferee; If the person purchases the lost property through auction or from a qualified operator, the right holder shall pay the fee paid by the assignee when requesting the return of the original property.After the right holder pays the fees to the assignee, he has the right to claim compensation from the person who has no right to dispose of.
Article XNUMX [Destruction of the original rights in chattels acquired in good faith] After the good-faith assignee acquires the chattels, the original rights in the chattels are extinguished.However, the bona fide assignee knew or should have known the right at the time of the assignment.
Article XNUMX [Return of Found and Lost Items] The found and lost items shall be returned to the obligee.The finder shall promptly notify the right holder to collect it, or send it to the public security and other relevant departments.
Article XNUMX [Handling of Lost Items Received by Relevant Departments] If the relevant departments receive the lost items and know the right holder, they shall promptly notify them to claim them;
Article XNUMX [Obligation of the finder and relevant departments to properly keep the lost property] Before the finder sends the lost property to the relevant department, the relevant department shall properly keep the lost property before the lost property is collected.If the lost property is damaged or lost due to intentional or gross negligence, civil liability shall be assumed.
Article XNUMX [The obligee shall fulfill his obligations when collecting the lost property] When the obligee collects the lost property, the obligee shall pay the finder or the relevant department the necessary expenses for keeping the lost property and other expenses.
Where the right holder offers a reward to find the lost property, he shall perform his obligations as promised when collecting the lost property.
If the finder encroaches on the lost property, he has no right to request the expenses for keeping the lost property and other expenses, nor the right to request the right holder to perform his obligations as promised.
Article XNUMX [Attribution of Lost and Items Unclaimed After the Announcement Period Expires] If the lost items are not claimed within one year from the date of the announcement of the collection, they shall belong to the state.
Article XNUMX [Finding Drift, Discovering Buried or Hidden Objects] Where drifting objects, buried objects or hidden objects are found, refer to the relevant provisions for finding lost objects.If the law provides otherwise, such provisions shall be followed.
Article XNUMX [Transfer of Ownership of Subsidiary Property] Where the principal property is transferred, the secondary property shall be transferred along with the principal property, unless otherwise agreed by the parties.
Article XNUMX [Attribution of natural fruits and statutory fruits] Natural fruits shall be obtained by the owner; if there is both the owner and the usufructuary, it shall be obtained by the usufructuary.The parties have agreed otherwise, in accordance with its agreement.
Statutory fruits, if the parties have an agreement, shall be obtained in accordance with the agreement; if there is no agreement or the agreement is not clear, it shall be obtained in accordance with the transaction custom.
Article XNUMX [Attribution of Attached Property] The attribution of property resulting from processing, attachment or mixing shall, if there is an agreement, follow the agreement; if there is no agreement or the agreement is not clear, follow the law; if the law does not stipulate It shall be determined in accordance with the principles of giving full play to the utility of the thing and protecting the parties without fault.If damage to the other party is caused by the fault of one party or the attribution of the determined property, compensation or compensation shall be made.
Third Division Usufruct
Chapter XNUMX General Provisions
Article XNUMX [Definition of usufructuary right] The usufruct holder shall have the right to possess, use and benefit from the immovable or movable property owned by others in accordance with the law.
Article XNUMX [Utilization rights of state-owned and collectively-owned natural resources] The natural resources owned by the state or owned by the state and used by the collectives and as stipulated by law are collectively owned, and organizations and individuals may possess, use and benefit from them according to law.
Article XNUMX [System for the use of natural resources] The state implements a system for the paid use of natural resources, except as otherwise provided by law.
Article XNUMX [Exercise of Usufruct Owner's Rights] In exercising their rights, the usufructuary owner shall abide by the provisions of the law on the protection and rational development and utilization of resources and the protection of the ecological environment.The owner shall not interfere with the exercise of the rights of the usufructuary.
Article XNUMX [The usufructuary is entitled to compensation due to expropriation or expropriation] If the usufructuary or movable property is expropriated or expropriated, the usufructuary rights are extinguished or the exercise of the usufructuary right is affected, the usufructuary owner shall have the right to Compensation shall be granted according to the provisions of Articles XNUMX and XNUMX of this Law.
Article XNUMX [Legal Protection of Sea Area Use Rights] The lawfully obtained sea area use rights shall be protected by law.
Article XNUMX [Legal Protection of Legal Prospecting Rights and Other Rights] Prospecting rights, mining rights, water abstraction rights and the rights to use waters and tidal flats for aquaculture and fishing that have been obtained in accordance with the law shall be protected by law.
Chapter XI Land Contract Management Right
Article XNUMX [Two-tier management system and land contract management system] Rural collective economic organizations implement a two-tier management system based on household contract management and combining unified and separate management.
The farmland, forest land, grassland and other land used for agriculture that are collectively owned by farmers and owned by the state and used collectively by farmers shall be subject to the land contract management system in accordance with the law.
Article XNUMX [Definition of the right to contracted management of land] The holder of the right to contracted management of land shall have the right to possess, use and profit from the arable land, forest land, grassland, etc. contracted for management according to law, and have the right to engage in planting, forestry, animal husbandry, etc. industry and other agricultural production.
Article XNUMX [Land Contract Period] The contract period for arable land is thirty years.The contract period for the grassland is XNUMX to XNUMX years.The contract period for the woodland is XNUMX to XNUMX years.
When the contract period specified in the preceding paragraph expires, the holder of the right to contract and management of land shall continue the contract in accordance with the legal provisions on rural land contracting.
Article XNUMX [Establishment and Registration of Land Contractual Management Right] The land contractual management right is established when the contract for the contracted land management right takes effect.
The registration agency shall issue the certificate of land contractual management right, forest tenure certificate and other certificates to the holder of the land contractual management right, and make a register to confirm the land contractual management right.
Article XNUMX [Exchange and Transfer of Land Contractual Management Right] The holder of the land contractual management right has the right to exchange or transfer the land contractual management right in accordance with the law.Without legal approval, the contracted land shall not be used for non-agricultural construction.
Article XNUMX [Registration of the exchange and transfer of land contractual management rights] For the exchange or transfer of land contractual management rights, the parties may apply to the registration agency for registration; without registration, they may not confront a bona fide third party.
Article XNUMX [Adjustment of Contracted Land] The developer shall not adjust the contracted land during the contract period.
In special circumstances such as serious damage to contracted land due to natural disasters, where it is necessary to properly adjust the contracted arable land and grassland, it shall be handled in accordance with the legal provisions on rural land contracting.
Article XNUMX [Recovery of Contracted Land] The developer shall not take back the contracted land during the contract period.If the law provides otherwise, such provisions shall be followed.
Article XNUMX [Compensation for Expropriation of Contracted Land] If the contracted land is expropriated, the holder of the contractual management right of the land shall have the right to obtain corresponding compensation in accordance with the provisions of Article XNUMX of this Law.
Article XNUMX [Transfer of Land Management Right] The holder of the land contractual management right may independently decide to transfer the land management right to others by lease, shareholding or other means.
Article XNUMX [Definition of Land Management Right] The holder of the land management right has the right to occupy the rural land within the time limit stipulated in the contract, carry out agricultural production and operation independently and obtain income.
Article XNUMX [Establishment and registration of land management rights] The land management rights with a circulation period of more than five years shall be established when the circulation contract becomes effective.The parties may apply to the registration agency for the registration of land management rights; without registration, they may not confront a bona fide third party.
Article XNUMX [Transfer of land management rights contracted by other methods] If rural land is contracted through bidding, auction, public negotiation, etc., and the ownership certificate is obtained through registration according to law, it may be leased, invested in shares, mortgaged or other methods according to law. Transfer of land management rights.
Article XNUMX [Reference and Application of Contracted Management of State-owned Agricultural Land] If the agricultural land owned by the state is subject to contracted management, the relevant provisions of this Part shall be applied by reference.
Chapter XNUMX Construction Land Use Right
Article XNUMX [Definition of the right to use construction land] The holder of the right to the use of construction land shall have the right to occupy, use and benefit from the land owned by the state in accordance with the law, and have the right to use the land to build buildings, structures and their ancillary facilities.
Article XNUMX [The Hierarchical Establishment of Construction Land Use Rights] Construction land use rights may be established on the surface, above or below the ground.
Article XNUMX [Principles for the establishment of construction land use rights] The establishment of construction land use rights shall meet the requirements of saving resources and protecting the ecological environment, abide by the provisions of laws and administrative regulations on land use, and shall not damage the benefits already established property rights.
Article XNUMX [Method of Establishment of Construction Land Use Rights] The establishment of construction land use rights may take the form of transfer or allocation.
Commercial land for industry, commerce, tourism, entertainment, and commercial housing, and if there are two or more intended land users on the same land, shall be sold by means of public bidding such as bidding and auction.
Strictly restrict the establishment of construction land use rights by means of allocation.
Article XNUMX [Construction Land Use Right Assignment Contract] If the construction land use right is established by means of bidding, auction, agreement, etc., the parties shall conclude a construction land use right assignment contract in writing.
The construction land use right assignment contract generally includes the following clauses:
(XNUMX) The names and domiciles of the parties;
(XNUMX) Land boundary and area, etc.;
(XNUMX) The space occupied by buildings, structures and their ancillary facilities;
(XNUMX) Land use and planning conditions;
(XNUMX) The term of the right to use the construction land;
(XNUMX) Expenses such as transfer fees and their payment methods;
(XNUMX) Methods of resolving disputes.
Article XNUMX [Registration of the right to use construction land] To establish the right to use construction land, an application for registration of the right to use construction land shall be applied to the registration agency.The right to use construction land is established at the time of registration.The registration agency shall issue the ownership certificate to the owner of the construction land use right.
Article XNUMX [Land Use Control System] The holder of the right to use the land for construction shall use the land reasonably and shall not change the land use; if it is necessary to change the land use, it shall be approved by the relevant administrative department in accordance with the law.
Article XNUMX [Obligation of the holder of the right to use the construction land to pay the transfer fee and other fees] The holder of the right to use the construction land shall pay the fee such as the transfer fee in accordance with the law and the contract.
Article XNUMX [Ownership of buildings and other facilities constructed by the holder of the right to use the construction land] The ownership of the buildings, structures and their ancillary facilities constructed by the holder of the right to the use of the construction land belongs to the holder of the right to use the construction land. Except as proved by evidence.
Article XNUMX [Method of Circulation of Construction Land Use Right] The construction land use right holder has the right to transfer, exchange, contribute, donate or mortgage the construction land use right, except as otherwise provided by law.
Article XNUMX [Contract Form and Term for Disposal of Construction Land Use Right] If the construction land use right is transferred, exchanged, invested, donated or mortgaged, the parties shall conclude 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 right to use the construction land.
Article XNUMX [Change registration after transfer of construction land use rights] If the construction land use rights are transferred, exchanged, invested or donated, an application shall be made to the registration agency for change registration.
Article XNUMX [Buildings and other facilities shall be disposed of together with the transfer of construction land use rights] Where the construction land use rights are transferred, exchanged, funded or donated, the buildings, structures and other structures attached to the land shall be Ancillary facilities will be punished together.
Article XNUMX [The right to use construction land is disposed of along with the transfer of buildings and other facilities] Where buildings, structures and their ancillary facilities are transferred, exchanged, funded or donated, the buildings, structures and their ancillary facilities shall be The right to use the construction land within the scope occupied by the facility shall be dealt with together.
Article XNUMX [Early Recovery of Construction Land Use Right and Compensation] Before the expiration of the term of construction land use right, if the land needs to be recovered in advance due to public interests, the land shall be recovered in accordance with the provisions of Article XNUMX of this Law. The houses and other real estate on the land shall be compensated and the corresponding transfer fee shall be returned.
Article XNUMX [Renewal of Construction Land Use Right] When the term of the residential construction land use right expires, it shall be automatically renewed.The payment or reduction or exemption of renewal fees shall be handled in accordance with the provisions of laws and administrative regulations.
The renewal of the right to use non-residential construction land after the expiration of the term shall be handled in accordance with the law.The ownership of houses and other real estate on the land, if there is an agreement, follow the agreement; if there is no agreement or the agreement is not clear, it shall be handled in accordance with the provisions of laws and administrative regulations.
Article XNUMX ​​[Deregistration of Construction Land Use Right] If the construction land use right is extinguished, the assignor shall cancel the registration in a timely manner.The registration agency shall withdraw the ownership certificate.
Article XNUMX [Law Application of Collectively Owned Land as Construction Land] Where collectively-owned land is used as construction land, it shall be handled in accordance with the legal provisions on land administration.
Chapter XNUMX Right to Use Homestead
Article XNUMX [Definition of the Right to Use Homestead] The holder of the right to use the homestead shall have the right to occupy and use the collectively-owned land in accordance with the law, and shall have the right to use the land to build residences and their ancillary facilities in accordance with the law.
Article XNUMX [Law Applicable to the Acquisition, Exercise and Transfer of Homestead Use Rights] The acquisition, exercise and transfer of homestead use rights shall be governed by the laws and relevant state regulations on land administration.
Article XNUMX [Destruction and Redistribution of Homestead] 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 according to law.
Article XNUMX [Modification and Cancellation of Homestead Use Right] Where the registered homestead use right is transferred or eliminated, the change registration or cancellation registration shall be handled in a timely manner.
Chapter XNUMX Right of Residence
Article XNUMX [Definition of the right of residence] The holder of the right of residence 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 living.
Article XNUMX [Residence Contract] To establish the right of residence, the parties shall conclude a right of residence contract in writing.
Residency contracts generally include the following terms:
(XNUMX) The names and domiciles of the parties;
(XNUMX) the location of the residence;
(XNUMX) Conditions and requirements for residence;
(XNUMX) the duration of the right of residence;
(XNUMX) Methods of resolving disputes.
Article XNUMX [Establishment of the right of residence] The right of residence is established free of charge, unless otherwise agreed by the parties.Where a right of residence is established, an application for registration of the right of residence shall be filed with the registration agency.The right of residence is established at the time of registration.
Article XNUMX [Assignment and inheritance of the right of residence and the establishment of the right of residence for lease of residence] The right of residence shall not be assigned or inherited.The residence for which the right of residence is established shall not be rented, unless otherwise agreed by the parties.
Article XNUMX [Destruction of the right of residence] If the term of the right of residence expires or the holder of the right of residence dies, the right of residence shall be extinguished.If the right of residence is extinguished, the cancellation registration shall be handled in a timely manner.
Article XNUMX [Reference and Application for Establishing the Right of Residence by Will] Where the right of residence is established by means of a will, the relevant provisions of this chapter shall be applied by reference.
Chapter XV Easements
Article XNUMX [Definition of Easement] The easement holder has the right to use the real estate of others in accordance with the contract to improve the benefits of his own real estate.
The immovable property of others referred to in the preceding paragraph is the land for servitude, and the immovable property of one's own is the land for servitude.
Article XNUMX [Easement Contract] To establish an easement, the parties shall conclude an easement contract in writing.
An easement contract generally includes the following terms:
(XNUMX) The names and domiciles of the parties;
(XNUMX) The location of the servile land and the servitude land;
(XNUMX) The purpose and method of use;
(XNUMX) the term of the easement;
(XNUMX) Fees and payment methods;
(XNUMX) Methods of resolving disputes.
Article XNUMX [Establishment and Registration of Easements] 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 XNUMX [Obligations of the owner of the servile land] The obligee of the servile land shall, in accordance with the contract, allow the easement holder to use his real estate, and shall not hinder the easement holder from exercising his rights.
Article XNUMX [Obligations of the easement holder] The easement holder shall use the servitude land in accordance with the purpose and method of use agreed upon in the contract, and minimize restrictions on the rights of persons entitled to the servitude land.
Article XNUMX [Term of easement] The term of easement shall be agreed upon by the parties; however, the term of the easement shall not exceed the remaining term of usufructuary rights such as the right to land contractual management and the right to use construction land.
Article XNUMX [Inheritance of Easement] Where the land owner has an easement or assumes an easement, and establishes usufructuary rights such as the right to land contractual management and the right to use homestead, the usufructuary shall continue to enjoy or bear the easement that has been established.
Article XNUMX [Restrictions on easement by prior usufructuary rights] If usufructuary rights such as land contractual management rights, construction land use rights, and homestead use rights have already been established on the land, no usufructuary rights have been established without usufructuary rights. It is agreed that the owner of the land shall not create easements.
Article XNUMX [Transfer of Easements] An easement may not be transferred separately.If the right to contracted management of land, the right to use construction land, etc. are transferred, the easement shall be transferred together, unless otherwise agreed in the contract.
Article XNUMX [Mortgage of Easements] An easement shall not be mortgaged separately.If the land management right, construction land use right, etc. are mortgaged, the easement will be transferred together when the mortgage right is realized.
Article XNUMX [The inseparability of easement over the land to be eased and the rights on the land to be eased] When the land to be eased and the right to contracted management of land, the right to use construction land and other parts of the land to be eased are transferred, the transferred part involves the easement If the right is granted, the assignee also enjoys the easement.
Article XNUMX [Inseparability of Easement to Conservation Land and the Rights on Conservative Land] When the conservatory land and the land contract management rights and construction land use rights on the conservatory land are partially transferred, the transferred part involves the easement The easement is legally binding on the assignee.
Article XNUMX [Statutory reasons for unilaterally rescinding the easement contract by the holder of the servitude] If the holder of the easement falls under any of the following circumstances, the holder of the holder of the servitude has the right to rescind the contract of easement, and the holder of the servitude shall have the right to rescind the contract of easement. wipe out:
(XNUMX) Violating legal provisions or contractual stipulations and abusing easements;
(XNUMX) To use the servitude land for a fee, and after the agreed payment period expires, the fee has not been paid after two reminders within a reasonable period.
Article XNUMX [Procedures for the modification, transfer or elimination of registered easements] If the registered easements are modified, transferred or eliminated, the modification registration or cancellation registration shall be handled in a timely manner.
SECTION IV SECURITY RIGHTS
Chapter XNUMX General Provisions
Article XNUMX [Definition of Security Interest] When the debtor fails to perform the due debts or the circumstances agreed upon by the parties to realize the security interest, the holder of the security interest shall have the right to have priority in repayment of the secured property in accordance with the law, but otherwise stipulated by the law. Except as provided.
Article XNUMX [Scope of application of security rights and counter-guarantee] If a creditor needs security in order to ensure the realization of its creditor's rights in civil activities such as lending and trading, it may establish security in accordance with the provisions of this Law and other laws right.
Where a third party provides security for the debtor to the creditor, the debtor may be required to provide a counter-guarantee.The provisions of this law and other laws apply to the counter-guarantee.
Article XNUMX [Guarantee Contract] To establish a security interest, 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 the subordinate contract of the main creditor's rights contract.If the principal creditor's rights contract is invalid, the guarantee contract is invalid, unless otherwise provided by law.
After the guarantee contract is confirmed to be invalid, if the debtor, guarantor and creditor are at fault, they shall bear corresponding civil liabilities according to their fault.
Article XNUMX [Guarantee Scope of Security Interest] The scope of guarantee of a security interest includes the main creditor's right and its interest, liquidated damages, damages, custody of the secured property and the cost of realizing the security interest.The parties have agreed otherwise, in accordance with its agreement.
Article XNUMX [Subrogation of Real Right of Guarantee and Deposit of Subrogation] During the guarantee period, if the guaranteed property is damaged, lost or expropriated, etc., the holder of the real right of guarantee may pay the insurance money, compensation money or compensation money obtained. Priority compensation.If the performance period of the secured creditor's rights has not expired, the insurance money, compensation money or compensation money, etc. may also be deposited.
Article XNUMX [Legal Consequences of Debt Transfer Without the Guarantor's Consent] If a third party provides 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 responsibility .
Article XNUMX [Implementation Rules of Security Right When Personal Security and Property Security Coexist] Where the secured creditor's right is both secured by property and by someone else, the debtor fails to perform the due debt or the parties agree to realize the security right If there is no agreement or the agreement is not clear, and the debtor himself provides security for the property, the creditor shall first realize the creditor's right for the security of the property; if a third party provides security for the property, the creditor may provide the security for the property. To realize the creditor's rights, the guarantor can also be requested to assume the guaranty responsibility.After the third party providing the guarantee assumes the responsibility for guarantee, it has the right to recover from the debtor.
Article XNUMX [Reason for the Determination of Security Interest] In any of the following circumstances, the security interest is extinguished:
(XNUMX) The main creditor's right is extinguished;
(XNUMX) Realization of the security interest;
(XNUMX) The creditor waives the security interest;
(XNUMX) Other circumstances under which the security interest is extinguished as stipulated by law.
Chapter XNUMX Mortgage
Section XNUMX General Mortgage
Article XNUMX [Definition of Mortgage Right] In order to guarantee the performance of the debt, if the debtor or a third party does not transfer the possession of the property and mortgages the property to the creditor, the debtor fails to perform the due debt or the realization of the mortgage as agreed by the parties occurs. In the case of rights, the creditor has the right to have priority in repayment with respect to the property.
The debtor or third party specified in the preceding paragraph is the mortgagor, the creditor is the mortgagee, and the property provided for security is the mortgaged property.
Article XNUMX [Scope of Mortgage Property] The following properties that the debtor or a third party has the right to dispose of may be mortgaged:
(XNUMX) buildings and other land attachments;
(XNUMX) the right to use construction land;
(XNUMX) the right to use the sea area;
(XNUMX) Production equipment, raw materials, semi-finished products, and products;
(XNUMX) Buildings, ships and aircraft under construction;
(XNUMX) means of transportation;
(XNUMX) Other properties that are not prohibited by laws and administrative regulations from being mortgaged.
The mortgagor may mortgage the properties listed in the preceding paragraph together.
Article XNUMX [Floating Mortgage] Enterprises, individual industrial and commercial households, and agricultural producers and operators may mortgage their existing and future production equipment, raw materials, semi-finished products, and products. In the case of the realization of the mortgage, the creditor has the right to have priority in repaying the movable property when the mortgaged property is determined.
Article XNUMX [Regulations on Simultaneous Mortgage of Buildings and Construction Land Use Right] If a building is mortgaged, the construction land use right within the scope occupied by the building shall be mortgaged together.If the right to use construction land is mortgaged, the buildings on the land shall be mortgaged together.
If the mortgagor fails to mortgage together in accordance with the provisions of the preceding paragraph, the unmortgaged property shall be deemed to be mortgaged together.
Article XNUMX [Restrictions on Mortgage of Construction Land Use Rights of Township and Village Enterprises] The construction land use rights of township and village enterprises may not be mortgaged separately.If the buildings such as the workshops of township and village enterprises are mortgaged, the right to use the construction land within the occupied area shall be mortgaged together.
Article XNUMX [Scope of Property Prohibited from Mortgage] The following properties shall not be mortgaged:
(XNUMX) Land ownership;
(XNUMX) The right to use the collectively-owned land such as homesteads, private plots, private hills, etc., except those that can be mortgaged as provided by law;
(XNUMX) Educational facilities, medical and health facilities, and other public welfare facilities of non-profit legal persons established for public welfare purposes, such as schools, kindergartens, and medical institutions;
(XNUMX) Property whose ownership and right of use are unclear or in dispute;
(XNUMX) Property that has been sealed up, detained or supervised according to law;
(XNUMX) Other properties that may not be mortgaged as stipulated by laws and administrative regulations.
Article XNUMX [Mortgage Contract] To establish a mortgage right, the parties shall conclude a mortgage contract in writing.
A mortgage contract generally includes the following terms:
(XNUMX) The type and amount of the secured creditor's right;
(XNUMX) the time limit for the debtor to perform the debt;
(XNUMX) The name, quantity, etc. of the mortgaged property;
(XNUMX) The scope of the guarantee.
Article XNUMX [Limited Mortgage] Where the mortgagee and the mortgagor agree with the mortgagor that the mortgaged property will be owned by the obligee when the debtor fails to perform the due debt before the expiration of the debt performance period, the mortgagee can only be paid first in accordance with the law.
Article XNUMX [Registration of Real Estate Mortgage] If the property specified in Item XNUMX to Item XNUMX of Paragraph XNUMX of Article XNUMX of this Law or the building under construction specified in Item XNUMX of this Law is mortgaged, the mortgage shall be processed. Mortgage registration.A mortgage is created at the time of registration.
Article XNUMX [Effect of Mortgage of Chattels] Where chattels are mortgaged, the right of mortgage shall be established when the mortgage contract takes effect; without registration, it shall not be against a bona fide third party.
Article XNUMX [The mortgage of chattels has no retroactive effect] Where chattels are mortgaged, they shall not be opposed to buyers who have paid a reasonable price and obtained the mortgaged property in normal business activities.
Article XNUMX [Relation between Mortgage Right and Leasehold Right] Where the mortgaged property has been leased and transferred before the mortgage right is established, the original lease relationship will not be affected by the mortgage right.
Article XNUMX [Disposal of Mortgage Property] 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 right will not be affected.
If the mortgagor transfers the mortgaged property, it shall promptly notify the mortgagor.If the mortgagee can prove that the transfer of the mortgaged property may damage the mortgage, he may request the mortgagor to pay off the debt or deposit the proceeds from the transfer to the mortgagee in advance.The part of the transferred price exceeding the amount of the creditor's rights shall be owned by the mortgagor, and the insufficient part shall be paid off by the debtor.
Article XNUMX [Subordination of Mortgage Disposal] The mortgage shall not be separated from the creditor's rights and transferred separately or used as the security for other creditor's rights.Where a creditor's right is transferred, the mortgage right securing the creditor's right shall be transferred together, unless the law provides otherwise or the parties agree otherwise.
Article XNUMX [Protection of Mortgage Right] 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 decreases, the mortgagee has the right to request the restoration of the mortgage the value of the property, or provide a guarantee corresponding to the reduced value.If the mortgagor does not restore the value of the mortgaged property or provide security, the mortgagee has the right to request the debtor to pay off the debt in advance.
Article XNUMX [Disposition of Mortgage Right and Its Sequence] The mortgagee may give up the mortgage or the sequence of the mortgage.The mortgagee and the mortgagor can agree to change the order of the mortgage and the amount of the secured creditor's rights.However, the change of the mortgage right without the written consent of the other mortgagee shall not have an adverse effect on the other mortgagee.
If the debtor sets a mortgage on his own property, and the mortgagee gives up the mortgage, the sequence of the mortgage or changes the mortgage, the other guarantors are exempted from the guaranty liability to the extent that the mortgagee loses the priority of the repayment rights, but the other guarantors The promise is still to provide guarantees.
Article XNUMX [Realization of Mortgage Right] If the debtor fails to perform the due debts or the situation of realizing the mortgage right occurs as agreed upon by the parties, the mortgagee may agree with the mortgagor to convert the mortgaged property into value or to auction or sell the mortgaged property for the proceeds. The price will be paid first.If the agreement damages the interests of other creditors, other creditors may request the people's court to revoke the agreement.
If the mortgagee and the mortgagor have not reached an agreement on the realization method of the mortgage, the mortgagee may request the people's court to auction or sell the mortgaged property.
If the mortgaged property is discounted or sold, reference shall be made to the market price.
Article XNUMX [Determination of Floating Mortgage Property] Where a mortgage is established in accordance with the provisions of Article XNUMX of this Law, the mortgaged property shall be determined when one of the following circumstances occurs:
(XNUMX) The debt performance period has expired and the creditor's rights have not been realized;
(XNUMX) The mortgagor is declared bankrupt or dissolved;
(XNUMX) The circumstances of realizing the mortgage right agreed by the parties;
(XNUMX) Other circumstances that seriously affect the realization of the creditor's rights.
Article XNUMX [Effect of the Mortgage Right on the Mortgage Property's Yields] If the debtor fails to perform the due debts or the circumstances agreed upon by the parties to realize the mortgage right occur, resulting in the mortgaged property being seized by the people's court in accordance with the law, from the date of seizure, the The mortgagee has the right to receive the natural or legal fruits of the mortgaged property, unless the mortgagee has not notified the legal obligor of the fruits to be paid off.
The fruits stipulated in the preceding paragraph shall first be used to offset the fees for collecting the fruits.
Article XNUMX [Handling after Mortgage Property Changes in Value] After the mortgaged property has been converted into value or auctioned or sold, the part of the price exceeding the amount of the creditor's rights shall belong to the mortgagor, and the insufficient part shall be paid off by the debtor.
Article XNUMX [Repayment Sequence of Several Mortgage Rights] Where the same property is mortgaged to two or more creditors, the proceeds from the auction or sale of the mortgaged property shall be repaid in accordance with the following provisions:
(XNUMX) If the mortgage right has been registered, the order of repayment shall be determined according to the time of registration;
(XNUMX) The mortgage rights that have been registered are paid before those that have not been registered;
(XNUMX) If the mortgage right is not registered, it shall be paid off in proportion to the creditor's right.
For other registrable security interests, the order of repayment shall refer to the provisions of the preceding paragraph.
Article XNUMX [Repayment Sequence of Mortgage Right and Pledge Right] Where both a mortgage right and a pledge right are established on the same property, the price of auction or sale of the property shall determine the repayment order according to the time of registration and delivery.
Article XNUMX [Priority of Mortgage Guarantee for Purchase Price of Movable Property] The main creditor's right of the mortgage guarantee of movable property 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 has priority over the purchaser of the mortgaged property. The person's other security interests are compensated, but the lien holder is excluded.
Article XNUMX [Effect of Mortgage Right on New Buildings] After the construction land use right is mortgaged, the new buildings on the land are not mortgaged properties.When the right to use the construction land realizes the mortgage, the newly added buildings on the land shall be disposed of together with the right to use the construction land.However, the mortgagee does not have the right to have priority in the payment of the proceeds from the newly added buildings.
Article XNUMX [Effect of the Implementation of the Mortgage of Collectively Owned Land Use Rights] Where the right to use collectively-owned land is mortgaged in accordance with the law, after the mortgage is realized, the nature of the land ownership and the use of the land may not be changed without legal procedures.
Article XNUMX [Period of Mortgage Right] The mortgagee shall exercise the mortgage right during the limitation period for the main claim; if it is not exercised, the people's court shall not protect it.
Section XNUMX Maximum Mortgage Right
Article XNUMX [Definition of Highest Mortgage Right] In order to guarantee the performance of the debt, if the debtor or a third party provides security property for the creditor's rights that will occur continuously within a certain period, the debtor fails to perform the due debt or the fulfillment agreed by the parties occurs. In the case of a mortgage, the mortgagee has the right to have priority in repaying the secured property within the limit of the maximum creditor's rights.
The creditor's rights that existed before the establishment of the maximum mortgage right can be transferred to the scope of the creditor's rights guaranteed by the maximum mortgage with the consent of the parties.
Article Four hundred and twenty-one [Assignment of Creditor’s Rights Guaranteed by the Maximum Mortgage Right] Before the determination of the creditor’s rights secured by the maximum mortgage, if part of the creditor’s rights are transferred, the maximum mortgage shall not be transferred, unless otherwise agreed by the parties.
Article XNUMX [Changes to the terms of the maximum mortgage contract] Before the maximum mortgage guarantee is determined, the mortgagee and the mortgagor may, by agreement, change the period for which the claims are determined, the scope of the claims, and the maximum amount of the claims.However, the changed content shall not adversely affect other mortgagees.
Article XNUMX [Determination of the creditor's rights guaranteed by the highest mortgage right] In one of the following circumstances, the creditor's rights of the mortgagee shall be determined:
(XNUMX) The agreed period for determining the creditor's rights expires;
(XNUMX) The period for determining the creditor's rights is not stipulated or the agreement is not clear, and the mortgagee or the mortgagor requests the confirmation of the creditor's rights after two years from the date of the establishment of the highest mortgage;
(XNUMX) It is impossible for new claims to arise;
(XNUMX) The mortgagee knew or should have known that the mortgaged property was sealed up or seized;
(XNUMX) The debtor or mortgagor is declared bankrupt or dissolved;
(XNUMX) Other circumstances stipulated by law for the determination of creditor's rights.
Article XNUMX [Law Applicability of the Maximum Mortgage Right] In addition to the provisions of this Section, the relevant provisions of Section XNUMX of this Chapter shall apply to the maximum mortgage.
Chapter XNUMX Pledge
Section XNUMX Chattel Pledge
Article XNUMX [Definition of Pledge of Movable Property] In order to secure the performance of a debt, if the debtor or a third party pledges its movable property to the creditor, the debtor fails to perform the due debt or the parties agree to realize the pledge. , the creditor has the right to have priority in repayment with respect to the movable property.
The debtor or the third party specified in the preceding paragraph is the pledgor, the creditor is the pledgee, and the delivered movable property is the pledged property.
Article XNUMX [Scope of movable property prohibited from pledge] The movable property prohibited from being transferred by laws and administrative regulations shall not be pledged.
Article XNUMX [Pledge Contract] To establish a pledge right, the parties shall conclude a pledge contract in writing.
A pledge contract generally includes the following terms:
(XNUMX) The type and amount of the secured creditor's right;
(XNUMX) the time limit for the debtor to perform the debt;
(XNUMX) The name and quantity of the pledged property;
(XNUMX) the scope of the guarantee;
(XNUMX) The time and method of delivery of the pledged property.
Article XNUMX [Liquid Pledge] Before the expiration of the debt performance period, the pledgee agrees with the pledgor that the pledged property shall be owned by the obligee when the debtor fails to perform the due debt, and the pledged property can only be paid first in accordance with the law.
Article XNUMX [Pledge Effective Time] The pledge is established when the pledgor delivers the pledged property.
Article XNUMX [Pledgee's Right to Receipt of Fruits and the Primary Purpose of Repayment of Fruits] The pledgee has the right to receive the fruits of the pledged property, except as otherwise stipulated in the contract.
The fruits stipulated in the preceding paragraph shall first be used to offset the fees for collecting the fruits.
Article XNUMX [Liability of the Pledgee to Use or Dispose of the Pledged Property Without Authorization] If the pledgee uses or disposes of the pledged property without the consent of the pledgor during the duration of the pledge, causing damage to the pledgor, should be liable for compensation.
Article XNUMX [Pledgee's Custody Obligation and Compensation Liability] The pledgee has the obligation to properly keep the pledged property; if the pledged property is damaged or lost due to poor custody, it shall be liable for compensation.
Where the pledgee's actions may cause damage or loss of the pledged property, the pledgor may request the pledgee to deposit the pledged property, or request to pay off the debts in advance and return the pledged property.
Article XNUMX [Protection of Pledged Right] Where the pledged property may be damaged or the value of the pledged property is significantly reduced due to reasons not attributable to the pledgee, which is enough to endanger the rights of the pledgee, the pledgee shall have the right to request the pledgor. Provide corresponding guarantees; if the pledgor does not provide, the pledgee may auction or sell the pledged property, and agree with the pledgor to repay the debt or deposit the proceeds from the auction or sale in advance.
Article XNUMX [Transfer of Liability] If the pledgee changes the pledge without the consent of the pledgor during the duration of the pledge, resulting in damage or loss of the pledged property, it shall be liable for compensation.
Article XNUMX [Waiver of Pledge Right] The pledgee may give up the pledge right.If the debtor pledges his own property and the pledgee waives the pledge, other guarantors are exempted from the guarantee liability to the extent that the pledgee loses the priority to be repaid, unless other guarantors promise to still provide guarantee.
Article XNUMX [Return of Pledged Property and Realization of Pledge Right] If the debtor performs the debt or the pledgor repays the guaranteed creditor's rights in advance, the pledgee shall return the pledged property.
If the debtor fails to perform the due debts or the parties agree to realize the pledge, the pledgee may negotiate with the pledgor to convert the pledged property in price, or may receive priority in repayment from the proceeds from auction or sale of the pledged property.
If the pledged property is discounted or sold, reference shall be made to the market price.
Article XNUMX [Timely exercise of pledge rights] The pledgor may request the pledgee to exercise the pledge right in time after the expiration of the debt performance period; if the pledgee does not exercise, the pledgor may request the people's court to auction or sell the pledge. pledged property.
The pledgor requests the pledgee to exercise the pledge right in a timely manner, and if the pledgor fails to exercise the right and causes damage to the pledgor, the pledgee shall be liable for compensation.
Article XNUMX [Handling after the pledged property has been converted into value] After the pledged property has been converted into value or auctioned or sold, the part of the price exceeding the amount of the creditor's rights shall belong to the pledgor, and the insufficient part shall be paid off by the debtor.
Article XNUMX [Highest amount of pledge rights] The pledgor and the pledgee may agree to establish the highest amount of pledge rights.
In addition to the relevant provisions of this section, the highest pledge right shall be subject to the relevant provisions of Section XNUMX of Chapter XNUMX of this volume by reference.
Section XNUMX Pledge of Rights
Article XNUMX [Scope of Pledge of Rights] The following rights that the debtor or third party has the right to dispose of may be pledged:
(XNUMX) money order, promissory note and check;
(XNUMX) Bonds and certificates of deposit;
(XNUMX) warehouse receipts and bills of lading;
(XNUMX) Transferable fund shares and equity;
(XNUMX) Property rights in intellectual property rights such as exclusive rights to registered trademarks, patent rights, and copyrights that can be transferred;
(XNUMX) Existing and future accounts receivable;
(XNUMX) Other property rights that may be pledged as stipulated by laws and administrative regulations.
Article XNUMX [Establishment of the pledge of securities pledged] If the pledge is made with bills of exchange, promissory notes, checks, bonds, deposit receipts, warehouse receipts, or bills of lading, the pledge shall be made when the certificate of title is delivered to the pledgee. Establishment; if there is no certificate of title, the pledge right shall be established when the registration of the pledge is completed.If the law provides otherwise, such provisions shall be followed.
Article XNUMX [Special Realization of Pledge of Securities Pledges] If the cashing date or delivery date of a draft, promissory note, check, bond, deposit receipt, warehouse receipt, or bill of lading is earlier than the principal creditor's right , the pledgee may cash or take delivery of the goods, and agree with the pledgor to repay the debt or deposit in advance the cashed price or the extracted goods.
Article XNUMX [Restrictions on the establishment and transfer of pledge rights with fund shares and equity pledges] Where fund shares and equity are pledged, the pledge rights shall be established when the pledge registration is completed.
After the fund shares and equity are pledged, they shall not be transferred, unless the pledgor and the pledgee agree through consultation.The proceeds from the transfer of fund shares and equity by the pledger shall be paid off or deposited in advance to the pledgee.
Article XNUMX [Restrictions on Establishment and Transfer of Pledge Rights Pledged with Property Rights in Intellectual Property Rights] Where the pledge rights are pledged with property rights in intellectual property rights such as exclusive rights to registered trademarks, patent rights, and copyrights, the pledge rights shall be established at the time of quality registration.
After the property right in the intellectual property rights is pledged, the pledgor shall not transfer or license others to use it, unless the pledgor and the pledgee agree through consultation.The price obtained by the pledgor transferring or permitting others to use the property rights in the pledged intellectual property rights shall be paid off or deposited to the pledgee in advance.
Article XNUMX [Establishment and Transfer Restriction of Pledge Right Pledged by Accounts Receivable] Where the pledge right is pledged by accounts receivable, the pledge right shall be established when the pledge registration is completed.
After the accounts receivable are pledged, they shall not be transferred, unless the pledgor and the pledgee agree through consultation.The proceeds from the transfer of accounts receivable by the pledgor shall be paid off or deposited to the pledgee in advance.
Article XNUMX [Law Application of Pledge of Rights] In addition to the provisions of this Section, the relevant provisions of Section XNUMX of this Chapter shall apply to the pledge of rights.
Chapter XNUMX Liens
Article XNUMX [Definition of Lien] If the debtor fails to perform its due debts, the creditor may lien on the movable property of the debtor that has been legally occupied, and has the right to receive preferential 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 XNUMX [Relationship between Lien Property and Creditor's Rights] The movable property held by the creditor shall have the same legal relationship as the creditor's right, except for the lien between enterprises.
Article XNUMX [Restriction on the scope of application of lien] The movable property that is not allowed to be lied as stipulated by law or agreed by the parties shall not be lien.
Article XNUMX [Special Provisions on Lien as Dividable Property] Where the lien property is divisible, the value of the lien property shall be equal to the amount of the debt.
Article XNUMX [Obligation of Custody of Lien Holder] The lien holder has the obligation to properly take care of the lien property; if the lien property is damaged or lost due to improper custody, he shall be liable for compensation.
Article XNUMX [The Lien Holder's Right to Receive Fruits] The lien holder has the right to receive the fruits of the lien property.
The fruits stipulated in the preceding paragraph shall first be used to offset the fees for collecting the fruits.
Article XNUMX [Debt Performance Period of Lien Debtor] The lien holder and the debtor shall agree on the debt performance period after the lien property; if there is no agreement or the agreement is unclear, the lien holder shall give the debtor more than XNUMX days to perform the debt performance. The term of the debt, except for movable property that is not easy to keep, such as fresh and perishable.If the debtor fails to perform within the time limit, the lien holder may negotiate with the debtor to convert the lien property into value, or may receive priority in repayment from the proceeds from auction or sale of the lien property.
If the lien property is discounted or sold, reference shall be made to the market price.
Article XNUMX [Right of Claim of Lien Debtor] The debtor may request the lien holder to exercise the lien right after the expiration of the debt performance period; if the lien holder does not exercise, the debtor may request the people's court to auction or sell the lien property.
Article XNUMX [Realization of Lien] After the lien property is converted into value or auctioned or sold, the part of the price exceeding the amount of the creditor's rights shall belong to the debtor, and the insufficient part shall be paid off by the debtor.
Article XNUMX [Principle of Ranking When Lien, Mortgage and Pledge Co-Occur] If a mortgage or pledge has been established on the same movable property, and the movable property is placed under a lien, the lien holder shall have priority to receive compensation.
Article XNUMX [Special Circumstances for Elimination of Lien] If the lien holder loses possession of the lien property or the lien holder accepts another guarantee provided by the debtor, the lien is extinguished.
Fifth Division Possession
Chapter XNUMX Possession
Article Four hundred and fifty-eight [Applicable Laws for the Right to Possession] For possession based on contractual relationships, etc., the use, income, and liability for breach of contract of immovable or movable properties shall be in accordance with the contract; relevant legal provisions.
Article XNUMX [Liability for Compensation for Damage to Possession Caused by Unauthorized Possession] Where the possessor uses the immovable property or movable property in his possession and causes damage to the immovable property or movable property, the malicious possessor shall be liable for compensation.
Article XNUMX [Right of claim for return of obligee and claim for expenses of the occupier] If the immovable or movable property is occupied by the occupier, the obligee may request the return of the original property and its fruits; however, payment shall be made to the occupier in good faith. Necessary expenses incurred in maintaining the immovable or movable property.
Article Four hundred and sixty-one [Right to Claim for Compensation for Damages of the Owner] If the real or movable property in possession is damaged or lost, and the owner of the real or movable property requests compensation, the possessor shall pay the insurance money and compensation for the damage or loss. The money or compensation shall be returned to the obligee; if the damages of the obligee are not sufficiently compensated, the malicious possessor shall also compensate the loss.
Article XNUMX [Right to Claim for Protection of Possession] If the real or movable property in possession is invaded, the possessor shall have the right to request the return of the original property; for acts that obstruct the possession, the possessor shall have the right to request the removal of the disturbance or the elimination of danger; If the damage is caused by the obstruction, the possessor has the right to request compensation for the damage in accordance with the law.
If the right of claim of the possessor to return the original property is not exercised within one year from the date of the misappropriation, the right of claim shall be extinguished.
The third contract
Part XNUMX General Rules
Chapter XNUMX General Provisions
Article XNUMX [Adjustment Scope of Contract Section] This section adjusts the civil relationship arising from the contract.
Article XNUMX [Definition of Contract and Legal Application of Identity Relationship Agreement] A contract is an agreement between civil subjects to establish, modify, and terminate a civil legal relationship.
Agreements on identity relationships such as marriage, adoption, guardianship, etc., shall be governed by the legal provisions on the identity relationship; if there are no stipulations, the provisions of this Part may be referred to and applied according to their nature.
Article XNUMX [Validity of Legally Formed Contracts] Legally formed contracts shall be protected by law.
A legally established contract is only legally binding on the parties, unless otherwise provided by law.
Article XNUMX [Interpretation of contract terms] If the parties have a dispute over the interpretation of the contract terms, the meaning of the disputed terms shall be determined in accordance with the provisions of the first paragraph of Article XNUMX of this Law.
If the contract text is concluded in two or more languages ​​and it is agreed that they have the same effect, the words and sentences used in each text are presumed to have the same meaning.If the words and sentences used in different texts are inconsistent, they should be interpreted according to the relevant terms, nature, purpose and principle of good faith of the contract.
Article XNUMX [Applicability of Law to Unnamed Contracts and Foreign-Related Contracts] For contracts that are not expressly stipulated in this Law or other laws, the provisions of the General Provisions of this Part shall apply, and the provisions of this Part or other laws that are most similar to the contract may be applied by reference. .
Chinese-foreign equity joint venture contracts, Chinese-foreign contractual joint venture contracts, and Chinese-foreign cooperative exploration and development of natural resources contracts performed within the territory of the People's Republic of China shall be governed by the laws of the People's Republic of China.
Article XNUMX [Law Application of Creditor's Rights and Debt Relationships Not Arising from a Contract] For a creditor's rights and debts relationship not arising from a contract, the legal provisions on the creditor's rights and debts relationship shall apply; if there are no provisions, the relevant provisions of the General Rules of this Part shall apply. , unless by its nature inapplicable.
Chapter II Conclusion of Contract
Article XNUMX [Contract conclusion form] The parties may conclude a contract in written, oral or other forms.
Written form is the form in which the content contained in the contract, letter, telegram, telex, fax, etc. can be tangibly expressed.
Data messages that can tangibly represent the contents and can be retrieved for inquiry at any time by means of electronic data interchange, e-mail, etc., are regarded as written forms.
Article XNUMX [Main Contract Terms and Model Text] The content of the contract is agreed upon by the parties, and generally includes the following clauses:
(XNUMX) The names and domiciles of the parties;
(XNUMX) the subject matter;
(XNUMX) Quantity;
(XNUMX) quality;
(XNUMX) price or remuneration;
(XNUMX) The time limit, place and method of performance;
(XNUMX) Liability for breach of contract;
(XNUMX) Methods of resolving disputes.
The parties may conclude contracts with reference to the model texts of various types of contracts.
Article XNUMX [Contract conclusion method] The parties may conclude a contract by means of offer, acceptance or other methods.
Article XNUMX [Definition and Elements of an Offer] An offer is an expression of intention to enter into a contract with others, and the expression of intention shall meet the following conditions:
(XNUMX) The specific content is determined;
(XNUMX) It is indicated that the offeror is bound by the offeror's acceptance.
Article XNUMX [Invitation to Offer] An invitation to offer is an expression of hope that others will make an offer to you.Auction announcements, tender announcements, prospectuses, bond offering methods, fund prospectuses, commercial advertisements and publicity, and sent price lists are invitations to offer.
If the content of commercial advertisements and publicity meets the conditions of the offer, it constitutes an offer.
Article XNUMX [Time for the Offer to Take Effect] The time for the offer to take effect shall be governed by the provisions of Article XNUMX of this Law.
Article XNUMX [Offer Withdrawal] An offer can be withdrawn.The withdrawal of an offer shall be governed by the provisions of Article XNUMX of this Law.
Article XNUMX [Circumstances in which an offer cannot be revoked] An offer may be revoked, except under one of the following circumstances:
(XNUMX) The offeror confirms the acceptance period or expressly expresses that the offer is irrevocable;
(XNUMX) The offeree has reason to believe that the offer is irrevocable and has made reasonable preparations for the performance of the contract.
Article XNUMX [Offer Cancellation] If the intention to revoke an offer is made through dialogue, the content of the intention expression shall be known to the offeree before the offeree accepts; It shall reach the offeree before the offeree makes an acceptance.
Article XNUMX [Invalidation of Offer] In any of the following circumstances, the offer shall become invalid:
(XNUMX) the offer is rejected;
(XNUMX) The offer is revoked according to law;
(XNUMX) The acceptance period expires and the offeree fails to make an acceptance;
(XNUMX) The offeree makes substantial changes to the content of the offer.
Article XNUMX [Definition of Acceptance] Acceptance is an expression of the offeree's intention to agree to the offer.
Article XNUMX [Method of acceptance] Acceptance shall be made in the form of notification; however, unless it is indicated that the acceptance can be made by behavior according to the transaction custom or the offer.
Article XNUMX [Term of Acceptance] The acceptance shall reach the offeror within the time limit determined by the offer.
If the offer does not specify a time limit for acceptance, the acceptance shall arrive in accordance with the following provisions:
(XNUMX) If the offer is made through dialogue, an acceptance shall be made immediately;
(XNUMX) If the offer is made in a non-dialogue manner, the acceptance shall arrive within a reasonable time limit.
Article XNUMX [Calculation method of acceptance period for an offer made by letter or telegram] Where an 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 specify the date, it shall be counted from the postmark date of posting the letter.If the offer is made by means of rapid communication such as telephone, fax, e-mail, etc., the acceptance period shall be calculated from the time when the offer reaches the offeree.
Article XNUMX [Contract Formation Time] A contract is formed when the commitment takes effect, unless otherwise provided by law or otherwise agreed by the parties.
Article XNUMX [Commitment Effective Time] For a commitment made by way of notification, the effective time shall be governed by the provisions of Article XNUMX of this Law.
If a promise does not require notification, it will take effect when the promise is made according to the trading habits or the requirements of the offer.
Article XNUMX [Withdrawal of Commitment] Commitment can be withdrawn.The withdrawal of commitment shall be governed by the provisions of Article XNUMX of this Law.
Article XNUMX [Delayed Acceptance] If the offeree issues an acceptance beyond the acceptance period, or makes an acceptance within the acceptance period, but cannot reach the offeror in time under normal circumstances, it shall be a new offer; however, the offeree shall notify the offeree in time. unless the promise is valid.
Article XNUMX [Undelayed Acceptance] If the offeree issues an acceptance within the acceptance period, and can reach the offeror in time under normal circumstances, but the acceptance reaches the offeror beyond the acceptance period due to other reasons, The acceptance is valid unless the offeror promptly informs the offeree that the acceptance will not be accepted because the acceptance exceeds the time limit.
Article XNUMX [Substantial changes to the content of the offer by acceptance] The content of the acceptance 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, time limit for performance, place and method of performance, liability for breach of contract and dispute resolution methods are substantial changes to the content of the offer.
Article XNUMX [Commitment to Insubstantial Changes to the Contents of an Offer] Where an acceptance is made to make insubstantial changes to the content of an offer, unless the offeror expresses objection in a timely manner or the offer expresses its commitment not to make any changes to the content of the offer, The commitment is valid, and the content of the contract is subject to the content of the commitment.
Article XNUMX [Contract Establishment Time] If the parties sign a contract in the form of a contract, the contract is established when both parties sign, seal or press fingerprints.Before signing, stamping or pressing fingerprints, one party has fulfilled 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 writing. The contract is established when the parties do not use the written form but one party has fulfilled its main obligations and the other party accepts it.
Article XNUMX [Contracts in the form of letters and data messages and the time for the establishment of network contracts] If the parties sign a contract in the form of letters or data messages and require the signing of a confirmation letter, the contract is established when the confirmation letter is signed.
If the information on goods or services released by one party through the Internet and other information networks meets the conditions of the offer, the contract is established when the other party selects the goods or services and submits the order successfully, unless otherwise agreed by the parties.
Article Four hundred and ninety-two [place of contract establishment] The place where the commitment takes effect is the place where the contract is established.
If the contract is concluded in the form of data message, the recipient's main place of business is the place where the contract is established; if there is no main place of business, the place of domicile is the place where the contract is established.The parties have agreed otherwise, in accordance with its agreement.
Article XNUMX [Place of Formation of a Written Contract] Where the parties conclude a contract in the form of a written contract, the place where the final signature, seal or fingerprints are placed shall be the place of establishment of the contract, unless otherwise agreed by the parties.
Article XNUMX [Contracting and Compulsory Offer and Compulsory Commitment Based on State Ordering Tasks and Mandatory Tasks] Where the state issues state ordering tasks or mandatory tasks according to emergency and disaster relief, epidemic prevention and control, or other needs, the relevant civil entities shall The contract shall be concluded in accordance with the rights and obligations stipulated in the relevant laws and administrative regulations.
The parties who are obliged to make an offer in accordance with the provisions of laws and administrative regulations shall make a reasonable offer in a timely manner.
The parties who have the obligation to make commitments in accordance with the provisions of laws and administrative regulations shall not refuse the other party's reasonable request to conclude a contract.
Article Four hundred and ninety-fifth [Pre-Order Contract] The subscription, order, reservation, etc., which the parties agree to conclude a contract within a certain period of time in the future, constitute an appointment contract.
If one of the parties fails to perform the contractual obligations stipulated in the reservation contract, the other party may request it to assume the liability for breach of the reservation contract.
Article XNUMX [Standard Clauses] Standard clauses are clauses drawn up in advance by the parties for repeated use and not negotiated with the other party when the contract is concluded.
Where standard terms are used to conclude a contract, the party providing the standard terms shall follow the principle of fairness to determine the rights and obligations between the parties, and take a reasonable approach to remind the other party to pay attention to the exemption or mitigation of its liabilities and other terms that have a major interest in the other party. requirements, and explain the terms.If the party providing the standard terms fails to perform the obligation of prompting or explaining, so that the other party does not pay attention to or understand the terms of which it has a major interest, the other party may claim that the terms do not become the content of the contract.
Article XNUMX [Circumstances of Invalid Standard Clause] Under any of the following circumstances, the standard clause is invalid:
(XNUMX) It has the invalid circumstance specified in Section XNUMX of Chapter VI of Part One of this Law and Article XNUMX of this Law;
(XNUMX) The party providing the standard terms unreasonably exempts or reduces its responsibility, aggravates the other party's responsibility, and restricts the other party's main rights;
(XNUMX) The party providing the standard terms excludes the main rights of the other party.
Article XNUMX [Interpretation of Standard Terms] If there is a dispute over the interpretation of standard terms, it shall be interpreted according to the usual understanding.If there are two or more interpretations of the standard terms, the interpretation that is not conducive to the party providing the standard terms shall be made.If the standard terms and non-standard terms are inconsistent, the non-standard terms shall be adopted.
Article Four hundred and ninety-ninth [Advertisement offering a reward] If the person offering the reward publicly declares that it will pay the person who completes a specific act, the person who completes the act may request the person to pay.
Article XNUMX [Liability for Negligence in Contracting] A party shall be liable for compensation if one of the following circumstances occurs in the process of concluding a contract, causing losses to the other party:
(XNUMX) negotiating in bad faith under the guise of entering into a contract;
(XNUMX) Deliberately concealing important facts related to the conclusion of the contract or providing false information;
(XNUMX) There are other acts that violate the principle of good faith.
Article XNUMX [Parties' confidentiality obligations] The commercial secrets or other information that should be kept confidential that the parties know during the conclusion of the contract shall not be disclosed or used improperly, regardless of whether the contract is established; , causing losses to the other party, shall be liable for compensation.
Chapter III Validity of Contracts
Article XNUMX [Contract Effective Time] A legally established contract shall become effective upon its establishment, unless otherwise provided by law or otherwise agreed by the parties.
In accordance with the provisions of laws and administrative regulations, if the contract should go through the formalities such as approval, the provisions shall be followed.Failure to go through the approval and other formalities affects the validity of the contract, and does not affect the performance of the contract for approval and other obligations and the validity of the relevant provisions.If the party who should go through the application for approval and other formalities fails to perform its obligations, the other party may request it to bear the responsibility for violating the obligations.
In accordance with the provisions of laws and administrative regulations, the provisions of the preceding paragraph shall apply if the approval and other formalities should be handled for the modification, transfer, cancellation, etc. of the contract.
Article XNUMX [Post-recognition of the contract of unauthorised agency by the principal] Where the unauthorised agent concludes a contract in the name of the principal, and the principal has already started to perform the contractual obligations or accepted the performance of the counterparty, it shall be deemed that the contract has been complied with. 's endorsement.
Article XNUMX [Validity of contracts concluded beyond their authority] A contract concluded beyond the authority by the legal representative of a legal person or the person in charge of an unincorporated organization shall be valid unless the counterparty knows or should know that the act of the representative is beyond authority. A contract is effective for a legal person or an unincorporated organization.
Article XNUMX [Validity of Contracts Entered Beyond the Business Scope] The validity of a contract concluded by the parties beyond the business scope shall be determined in accordance with the relevant provisions of Chapter XNUMX, Section XNUMX of Part I of this Law and this Part, and shall not be based solely on exceeding the business scope. The business scope confirms that the contract is invalid.
Article XNUMX [Validity of Exemption Clause] The following exemption clauses in the contract are invalid:
(XNUMX) causing personal injury to the other party;
(XNUMX) causing the other party's property damage due to intentional or gross negligence.
Article XNUMX [Validity of Dispute Resolution Clause] If the contract is ineffective, invalid, revoked or terminated, it shall not affect the validity of the clauses in the contract concerning the method of dispute resolution.
Article XNUMX [Contract Validity Citation Provisions] If this Part does not provide for the validity of a contract, the relevant provisions of Chapter VI of Part XNUMX of this Law shall apply.
Chapter IV Performance of the Contract
Article XNUMX [Principles of contract performance] The parties shall fully perform their obligations as agreed.
The parties shall follow the principle of good faith and perform obligations such as notification, assistance and confidentiality according to the nature, purpose and trading habits of the contract.
In the process of performing the contract, the parties should avoid wasting resources, polluting the environment and destroying the ecology.
Article XNUMX [Remedial measures not agreed in the contract or unclearly agreed upon] After the contract takes effect, if the parties have not agreed on the quality, price or remuneration, place of performance, etc., or the agreement is not clear, they may agree to supplement; if a supplementary agreement cannot be reached. , determined in accordance with the relevant terms of the contract or trading habits.
Article XNUMX [Performance when the contractual agreement is not clear] If the parties concerned have not clearly agreed on the content of the contract and cannot be determined according to the provisions of the preceding article, the following provisions shall apply:
(XNUMX) If the quality requirements are not clear, it shall be implemented in accordance with mandatory national standards; if there are no mandatory national standards, it shall be implemented in accordance with recommended national standards; if there are no recommended national standards, it shall be implemented in accordance with industry standards; To perform according to the usual standard or to a specific standard suitable for the purpose of the contract.
(XNUMX) If the price or remuneration is unclear, it shall be performed according to the market price at the place where the contract was performed; if the government-fixed price or government-guided price should be implemented according to law, it shall be performed in accordance with the regulations.
(XNUMX) The place of performance is not clear, if the currency is paid, the performance is performed at the place where the currency is received; if the immovable property is delivered, the performance is performed at the place where the immovable property is located; for other objects, the performance is performed at the place where the party performing the obligation is located.
(XNUMX) If the performance period is not clear, the debtor can perform at any time, and the creditor can also request performance at any time, but the other party shall be given necessary preparation time.
(XNUMX) If the method of performance is unclear, it shall be performed in a manner that is conducive to the realization of the purpose of the contract.
(XNUMX) If the burden of performance costs is unclear, the party performing the obligation shall bear the responsibility; the performance costs increased due to the creditor's reasons shall be borne by the creditor.
Article XNUMX [Delivery time of the subject matter of an electronic contract] If the subject matter of an electronic contract concluded through an information network such as the Internet is the delivery of goods and is delivered by express logistics, the time of receipt by the consignee shall be the time of delivery.If the subject 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 providing the service; if the aforementioned voucher does not specify the time or the stated time is inconsistent with the actual time of providing the service, the actual time of providing the service shall be used. prevail.
The subject matter of an electronic contract is delivered by online transmission, and 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 have agreed otherwise on the method and time of delivery of goods or provision of services, such agreement shall be followed.
Article XNUMX [Government-fixed, government-guided price] If the government-fixed or government-guided price is implemented, when the government price is adjusted within the delivery period agreed in the contract, it shall be priced at the price at the time of delivery.For overdue delivery of the subject matter, when the price increases, the original price shall be used; when the price falls, the new price shall be used.In case of overdue extraction of the subject matter or overdue payment, when the price rises, the new price shall be applied; when the price falls, the original price shall be applied.
Article XNUMX [Handling when the currency of performance is unclear in monetary debts] For debts whose content is the payment of money, unless otherwise stipulated by law or otherwise agreed by the parties, the creditor may request the debtor to use the actual place of performance. fiat currency.
Article XNUMX [Ownership and Transfer of Option in the Debt of Choice] If there are multiple subjects and the debtor only needs to perform one of them, the debtor has the right to choose; however, the law provides otherwise, the parties agree otherwise, or Except for other trading habits.
If the party with the right to choose fails to make a choice within the agreed time limit or when the performance time limit expires, and fails to make a choice within a reasonable time limit after being urged, the right of choice shall be transferred to the other party.
Article XNUMX [Methods of exercising the right of option] The party exercising the right of option shall notify the other party in a timely manner, and when the notification reaches the other party, the subject matter is determined.The subject matter shall not be changed after it is determined, except with the consent of the other party.
If the optional subject matter cannot be performed, the party with the right to choose shall not choose the non-performance subject matter, unless the non-performance is caused by the other party.
Article XNUMX [Debt by Shares] If there are two or more creditors, the subject matter can be divided, and each enjoys the creditor's rights according to the share, the creditor's rights shall be credited by share; the debtor shall be two or more, the subject matter can be divided, and each shall bear the debt according to the share. , which is debt per share.
If it is difficult to determine the share of creditors or debtors by share, the shares shall be deemed to be the same.
Article XNUMX [Joint and several debts] Where there are two or more creditors, and some or all of the creditors may request the debtor to perform the debt, it is a joint and several creditor's rights; if there are two or more debtors, the creditor may request some or all of the debtors to perform the entire debt. , for joint and several debts.
Joint and several creditor's rights or joint and several debts shall be stipulated by law or agreed by the parties.
Article XNUMX [Determination of Shares of Joint and Several Debtors and Right of Repayment] If it is difficult to determine the shares of joint and several debtors, the shares shall be deemed to be the same.
Joint and several debtors who have actually borne debts that exceed their own share have the right to recover from the excess part within the scope of other joint and several debtors' unfulfilled shares, and enjoy the rights of creditors accordingly, but must not damage the interests of creditors.The defense of other joint and several debtors against the creditor may be claimed against the debtor.
If the joint and several debtors to be recovered are unable to perform their share, the other joint and several debtors shall share proportionally within the corresponding scope.
Article XNUMX [Joint and several debts affecting others] If part of the joint debtor performs, sets off the debt or deposits the subject matter, the debts of the other debtors to the creditor shall be extinguished within the corresponding scope; the debtor may recover from the other debtors in accordance with the provisions of the preceding 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 eliminated within the scope of the share that the joint debtors should bear.
If the debts of some joint debtors and the creditors' rights belong to one person, after deducting the debtor's share, the creditors' rights to other debtors continue to exist.
If the creditor's payment to some joint and several debtors is delayed, it shall be effective for other joint and several debtors.
Article XNUMX [Internal Relationship of Joint and Several Creditors and Application of Law] If it is difficult to determine the shares of joint and several creditors, the shares shall be deemed to be the same.
The joint and several creditors who actually received the creditor's rights shall repay the other joint and several creditors in proportion.
For joint and several claims, the relevant provisions on joint and several debts in this chapter shall apply by reference.
Article XNUMX [Contract to be performed to a third party] If the parties agree that the debtor will perform the debt to the third party, and the debtor fails to perform the debt to the third party or the performance of the debt does not conform to the agreement, it shall be liable to the creditor for breach of contract.
If the law stipulates or the parties agree that the third party may directly request the debtor to perform the debt to it, the third party fails to expressly refuse within a reasonable time limit, the debtor fails to perform the debt to the third party or the performance of the debt does not conform to the agreement, the third party may request the debtor Bear the liability for breach of contract; the debtor may claim to a third party for the defense of the creditor.
Article XNUMX [Contract to be performed by a third party] If the parties agree that the third party will perform the debt to the creditor, and the third party fails to perform the debt or the performance of the debt does not comply with the agreement, the debtor shall bear the liability for breach of contract to the creditor.
Article XNUMX [Third Party Compensation Rules] If the debtor fails to perform the debt, and the third party has a legitimate interest in performing the debt, the third party has the right to perform the debt on its behalf; Except as provided by law that can only be performed by the debtor.
After the creditor accepts the performance of the third party, its claims against the debtor are transferred to the third party, unless the debtor and the third party agree otherwise.
Article XNUMX [Concurrent performance of defense] The parties have mutual debts, and if there is no order of performance, they shall perform simultaneously.A party has the right to refuse its performance request before the performance of the other party.One party has the right to refuse its corresponding performance request when the other party's performance of the debt does not conform to the agreement.
Article Five hundred and twenty-six [Right of Defense to Perform First] The parties owe debts to each other, and there is a sequence of performance. If the party that should perform the debt first fails to perform, the party that performs the debt later has the right to refuse its request for performance.If the performance of the debt by the first party does not conform to the agreement, the latter party has the right to refuse its corresponding performance request.
Article XNUMX [Right of Uneasy Defense] The party who should perform the debt first may suspend the performance if there is definite evidence to prove that the other party has one of the following circumstances:
(XNUMX) The operating conditions have deteriorated significantly;
(XNUMX) Transfer property and withdraw funds to avoid debts;
(XNUMX) Loss of business reputation;
(XNUMX) There are other circumstances in which the ability to perform debts has been lost or may be lost.
If the party suspends the performance without definite evidence, it shall bear the liability for breach of contract.
Article XNUMX [Exercising the Right of Uneasy Defense] If a party suspends performance in accordance with the provisions of the preceding article, it shall notify the other party in a timely manner.If the other party provides an appropriate guarantee, the performance shall be resumed.After the performance is suspended, if the other party fails to restore the ability to perform and does not provide appropriate guarantees within a reasonable period of time, it shall be deemed that it has demonstrated its non-performance of the main debt by its own behavior.
Article XNUMX [Handling when the debt performance is difficult due to the creditor] If the creditor divides, merges or changes the domicile without notifying the debtor, which makes it difficult to perform the debt, the debtor may suspend the performance or deposit the subject matter.
Article XNUMX [The debtor performs the debt in advance] The creditor may refuse the debtor to perform the debt in advance, unless the early performance does not damage the interests of the creditor.
The debtor shall bear the increased cost to the creditor when the debtor performs the debt in advance.
Article Five hundred and thirty-one [Debtor Partial Performance of Debt] The creditor may refuse the debtor's partial performance of the debt, unless the partial performance does not damage the interests of the creditor.
The debtor shall bear the additional expenses incurred by the debtor in partially fulfilling the debt to the creditor.
Article XNUMX [Influence of changes in the parties on the performance of the contract] After the contract takes effect, the parties shall not fail to perform their contractual obligations due to changes in their names or titles, or changes in their legal representatives, responsible persons, or undertakers.
Article XNUMX [Change of Circumstances] After the establishment of the contract, there has been a major change in the basic conditions of the contract that was not foreseen by the parties when the contract was concluded, and is not a commercial risk. The parties that are adversely affected may renegotiate with the other party; if the negotiation fails within a reasonable period of time, the parties may request the people's court or arbitration institution to modify or rescind the contract.
The people's court or arbitration institution shall, in light of the actual circumstances of the case, modify or terminate the contract in accordance with the principle of fairness.
Article XNUMX [Contract supervision] Where the parties use the contract to carry out acts that endanger national interests and public interests, 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 V Preservation of Contracts
Article Five hundred and thirty-five [Creditors' Subrogation Rights] If the debtor fails to exercise its creditor's rights or the subordinate rights related to the creditor's rights, which affects the realization of the creditor's due creditor's rights, the creditor may request the people's court to subrogate the debtor in its own name. rights against the counterparty, unless the rights are exclusive to the debtor itself.
The scope of the exercise of subrogation is limited to the creditor's due creditor's rights.The necessary expenses for the creditor to exercise the right of subrogation shall be borne by the debtor.
The counterparty's defense against the debtor can be claimed against the creditor.
Article XNUMX [Early Exercise of Creditor's Subrogation Right] Before the creditor's creditor's rights expire, the debtor's creditor's rights or the subordinate rights related to the creditor's rights are subject to the expiry of the limitation period or the failure to declare the bankruptcy creditor's rights in time, which affects the creditor's rights. If the creditor's right is realized, the creditor may subrogate to the debtor's counterparty and request it to perform to the debtor, declare to the bankruptcy administrator, or take other necessary actions.
Article XNUMX [Effect of the exercise of the creditor's right of subrogation] If the people's court determines that the right of subrogation is established, the debtor's counterparty shall perform its obligations to the creditor. Obligation ends.Where the debtor's claim against the counterparty or the subordinate rights related to the claim is subject to preservation or enforcement measures, or the debtor goes bankrupt, it shall be dealt with in accordance with the relevant laws.
Article XNUMX [Exercise of the creditor's right of revocation in the case of gratuitous disposal] The debtor disposes of property rights and interests for free by giving up its creditor's rights, giving up creditor's rights guarantee, transferring property for free, etc., or maliciously prolonging the performance period of its due creditor's rights, affecting the creditor If the creditor's right is realized, the creditor may request the people's court to revoke the debtor's act.
Article XNUMX [Exercise of Creditor's Right of Revocation in Transaction at Unreasonable Price] The debtor transfers property at an obviously unreasonable low price, transfers the property of another person at an obviously unreasonable high price, or provides guarantee for the debts of others, which affects the creditor. If the debtor's counterparty knows or should know of the situation, the creditor may request the people's court to revoke the debtor's act.
Article XNUMX [Exercise scope of the creditor's right of revocation and bear the necessary expenses] The scope of exercise of the revocation right shall be limited to the creditor's rights.The necessary expenses for the creditor to exercise the right of revocation shall be borne by the debtor.
Article Five hundred and forty-one [the creditor’s right to cancel the cancellation period] The right of cancellation shall be exercised within one year from the date when the creditor knows or should know the reason for cancellation.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 XNUMX [Effect of the exercise of the creditor's right of revocation] If the debtor's behavior affecting the realization of the creditor's creditor's rights is revoked, it will not be legally binding from the beginning.
Chapter VI Modification and Assignment of Contracts
Article Five hundred and forty-three [Agreement to modify the contract] The parties may agree to modify the contract.
Article XNUMX [Amendment is not clearly presumed to be unchanged] If the parties have not clearly agreed on the content of the contract modification, it shall be presumed to be unchanged.
Article Five hundred and forty-five [Assignment of Creditor's Rights] The creditor may assign all or part of the creditor's rights to a third party, except under any of the following circumstances:
(XNUMX) It shall not be assigned according to the nature of the creditor's rights;
(XNUMX) It shall not be assigned according to the agreement of the parties;
(XNUMX) It shall not be transferred in accordance with the law.
Where the parties agree that non-monetary claims shall not be transferred, they shall not confront a bona fide third party.Where the parties have agreed that monetary claims shall not be transferred, they shall not be against a third party.
Article Five hundred and forty-six [Notice of Assignment of Creditor's Rights] If the creditor transfers the creditor's rights without notifying the debtor, the assignment shall not take effect on the debtor.
The notice of assignment of creditor's rights shall not be revoked, except with the consent of the assignee.
Article Five hundred and forty-seven [Subordinate rights are changed together when the creditor's rights are transferred] If the creditor transfers the creditor's rights, the assignee obtains the subordinate rights related to the creditor's rights, except that the subordinate rights are exclusive to the creditor.
The transferee's acquisition of the subordinate rights will not be affected by the failure to go through the transfer registration procedures or the transfer of possession of the subordinate rights.
Article Five hundred and forty-eight [Debtor's right of defense when the creditor's rights are transferred] After the debtor receives the notice of the transfer of the creditor's rights, the debtor's defense against the transferor may be asserted against the transferee.
Article Five hundred and forty-nine [Debtor's set-off right when the creditor's rights are transferred] Under any of the following circumstances, the debtor may claim set-off against the assignee:
(XNUMX) When the debtor receives the notice of assignment of the creditor's rights, the debtor has the creditor's rights against the assignor, and the debtor's creditor's rights expire before the transferred creditor's rights or at the same time;
(XNUMX) The debtor's claim and the transferred claim are based on the same contract.
Article XNUMX [Bearing of the increased performance costs due to the assignment of the creditor's rights] The increase in the performance costs due to the assignment of the creditor's rights shall be borne by the assignor.
Article Five hundred and fifty-one [Debt Transfer] If the debtor transfers all or part of the debt to a third party, it shall obtain the consent of the creditor.
The debtor or a third party may urge the creditor to give consent within a reasonable period of time, and if the creditor fails to make an indication, it shall be deemed as disagreement.
Article Five hundred and fifty-two [Coexisting Debt Assumptions] If the third party and the debtor agree to join the debt and notify the creditor, or the third party expresses his willingness to join the debt to the creditor, but the creditor does not expressly refuse within a reasonable time limit, the creditor may request the third party. The three persons undertake joint and several debts with the debtor within the scope of the debts they are willing to undertake.
Article XNUMX [The new debtor's defense right when the debt is transferred] If the debtor transfers the debt, the new debtor may claim the original debtor's defense against the creditor; if the original debtor has a creditor's rights against the creditor, the new debtor may not claim set-off against the creditor.
Article XNUMX [Transfer of secondary debts when the debts are transferred] Where the debtor transfers the debts, the new debtor shall bear the secondary debts related to the primary debts, except that the secondary debts are exclusive to the original debtor.
Article XNUMX [Transfer of contractual rights and obligations together] With the consent of the other party, one party may assign its rights and obligations in the contract to a third party.
Article XNUMX [Law Applicable to Concurrent Transfer of Contractual Rights and Obligations] Where contractual rights and obligations are transferred together, the relevant provisions on assignment of creditor's rights and transfer of debts shall apply.
Chapter VII Termination of Rights and Obligations in the Contract
Article XNUMX [Circumstances of Termination of Claims and Debts] Under any of the following circumstances, the claims and debts shall be terminated:
(XNUMX) The debt has been fulfilled;
(XNUMX) The debts are set off against each other;
(XNUMX) The debtor deposits the subject matter according to law;
(XNUMX) The creditor releases the debt;
(XNUMX) The creditor's rights and debts belong to one person;
(XNUMX) Other circumstances stipulated by law or agreed upon by the parties to terminate.
When the contract is terminated, the rights and obligations of the contract are terminated.
Article XNUMX [Obligations after termination of creditor's rights and debts] After the creditor's rights and debts are terminated, the parties shall abide by the principles of good faith, and perform obligations such as notification, assistance, confidentiality, and recycling of old items in accordance with transaction habits.
Article Five hundred and fifty-ninth [Destruction of Subordinate Rights of Creditor's Rights] When the creditor's rights and debts are terminated, the subordinated rights of the creditor's rights shall be extinguished at the same time, unless the law provides otherwise or the parties agree otherwise.
Article XNUMX [Order of Repayment and Settlement of Debts] If the debtor has several debts of the same type to the same creditor, and the debtor's payment is insufficient to pay off all the debts, the debtor shall designate the debtor at the time of paying off, unless the parties agree otherwise. debts to be fulfilled.
If the debtor has not specified, the debts that are already due shall be performed first; if several debts are all due, the debts that are not guaranteed to the creditor or the least guaranteed shall be performed first; if there is no guarantee or the guarantees are equal, the debtor with the heavier burden shall be preferentially performed. Debts; if the burden is the same, they shall be performed in the order in which the debts mature; if the maturity time is the same, they shall be performed in proportion to the debts.
Article Five hundred and sixty-one [Expenses, Interests, and Sequence of Offset of Main Debt] The debtor shall pay interest and relevant expenses for realizing the creditor's rights in addition to the performance of the main debt. If the payment is insufficient to pay off all the debts, unless otherwise agreed by the parties In addition, it shall be performed in the following order:
(XNUMX) Relevant expenses for realizing the creditor's rights;
(XNUMX) Interest;
(XNUMX) The main debt.
Article Five hundred and sixty-two [Contract termination] The contract may be terminated if the parties reach an agreement through consultation.
The parties may agree on the reasons for one party to terminate the contract.When the reason for rescission of the contract occurs, the person with the right to rescind may rescind the contract.
Article XNUMX [Statutory rescission of a contract] In any of the following circumstances, the parties may rescind the contract:
(XNUMX) The purpose of the contract cannot be achieved due to force majeure;
(XNUMX) Before the expiry of the performance period, one of the parties expressly or by its own behavior indicates that it will not perform the main debt;
(XNUMX) One of the parties delays the performance of major debts, and fails to perform within a reasonable period after being urged;
(XNUMX) One of the parties delays the performance of debts or has other breaches of contract, which makes it impossible to achieve the purpose of the contract;
(XNUMX) Other circumstances prescribed by law.
For a non-term contract with continuous performance of the debt as the content, the parties may terminate the contract at any time, but they should notify the other party before a reasonable time limit.
Article XNUMX [Period for exercising the right of rescission] If the law stipulates or the parties agree on the time limit for exercising the right of rescission, if the parties do not exercise the right after the expiration of the time limit, the right will be extinguished.
If the law does not stipulate or the parties do not agree on the time limit for exercising the right of rescission, if the holder of the right of rescission does not exercise it within one year from the date when the holder of the right of rescission knows or should have known the reason for rescission, or does not exercise within a reasonable period of time after being urged by the other party, the right shall be extinguished.
Article XNUMX [Contract rescission procedure] If one party claims to rescind the contract according to 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 fails to perform the debt within a certain period, the contract is automatically terminated; if the debtor fails to perform the debt within the period, the contract is terminated when the period specified in the notice expires.If the other party has any objection to the rescission of the contract, either party may request the people's court or an arbitration institution to confirm the validity of the rescission.
If one party does not notify the other party and directly claims to terminate the contract in accordance with the law by filing a lawsuit or applying for arbitration, and the people's court or arbitration institution confirms the claim, the contract shall be terminated when the copy of the complaint or the copy of the arbitration application is served on the other party.
Article Five hundred and sixty-six [Effect of contract rescission] After the contract is rescinded, if the contract has not been performed, the performance shall be terminated; if it has been performed, the parties may request restoration of the original status or take other remedial measures according to the performance and the nature of the contract, and have the right to request compensation.
If the contract is rescinded due to breach of contract, the holder of the rescission right may request the breaching party to bear the breach of contract liability, unless otherwise agreed by the parties.
After the principal contract is terminated, the guarantor shall still bear the guaranty responsibility for the civil liability that the debtor should bear, unless otherwise stipulated in the guaranty contract.
Article XNUMX [Validity of settlement and settlement clauses after contract termination] The termination of the contractual rights and obligations shall not affect the validity of settlement and settlement clauses in the contract.
Article Five hundred and sixty-eight [Statutory Set-off of Debts] Where the parties owe debts to each other, and the subject matter of the debt is of the same type and quality, either party may set off its debt with the other party's due debt; however, according to the nature of the debt , except for those that cannot be set off according to the agreement of the parties or according to the law.
If a party claims set-off, it shall notify the other party.The notification takes effect when it reaches the other party.Offsets shall not be conditional or time-limited.
Article Five hundred and sixty-nine [Debt Set-off by Agreement] The parties owe debts to each other, and if the types and quality of the subject matter are different, they may also be set off after consultation.
Article XNUMX [Conditions for Deposit of Subject Matter] In one of the following circumstances, if it is difficult to perform the debt, the debtor may deposit the subject matter:
(XNUMX) The creditor refuses to accept it without justifiable reasons;
(XNUMX) The whereabouts of the creditors are unknown;
(XNUMX) The creditor dies and no heir or estate administrator has been determined, or the guardian has not been determined due to the loss of capacity for civil conduct;
(XNUMX) Other circumstances prescribed 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 XNUMX [Establishment of deposit and effect of deposit on debtor] The deposit is established 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.
If the deposit is established, it is deemed that the debtor has delivered the subject matter within the scope of its deposit.
Article XNUMX [Notice of Deposit] After the subject matter is deposited, the debtor shall promptly notify the creditor or the creditor's heir, estate administrator, guardian, and property custodian.
Article XNUMX [Effect of Deposit on Creditors] After the subject matter is deposited, the risk of damage and loss shall be borne by the creditor.During the deposit period, the fruits of the subject matter belong to the creditor.The deposit fee is borne by the creditor.
Article XNUMX [Acceptance of Deposits and Elimination of the Right to Acceptance] The creditor may receive the deposit at any time.However, if the creditor has a due debt to the debtor, before the creditor fails to perform the debt or provides a guarantee, the depository department shall refuse the depositor to receive the deposit at the request of the debtor.
The creditor's right to receive the deposit shall be extinguished if it is not exercised within five years from the date of deposit, and the deposit shall be owned by the state after deducting the deposit fee.However, if the creditor fails to perform the due debt to the debtor, or the creditor expresses in writing to the depository department that he will give up the right to receive the deposit, the debtor has the right to retrieve the deposit after paying the deposit fee.
Article Five hundred and seventy-five [Debt Relief] If the creditor releases part or all of the debtor's debts, the creditor's rights and debts are partially or completely terminated, unless the debtor refuses within a reasonable time limit.
Article XNUMX [Combination of creditor's rights and debts] If the creditor's rights and debts belong to one person, the creditor's rights and debts shall be terminated, unless the interests of the third party are damaged.
Chapter VIII Liability for breach of contract
Article XNUMX [Liability for breach of contract] If a party fails to perform its contractual obligations or does not perform contractual obligations in conformity with the agreement, it shall bear the breach of contract liabilities such as continuing to perform, taking remedial measures, or compensating for losses.
Article Five hundred and seventy-eight [Expected liability for breach of contract] If a party expressly or by its own conduct indicates that it will not perform its contractual obligations, the other party may request it to bear the liability for breach of contract before the expiration of the performance period.
Article XNUMX [Responsibility for the actual performance of monetary debts] If one party fails to pay the price, remuneration, rent, interest, or fails to perform other monetary debts, the other party may request payment.
Article XNUMX [Actual performance of non-monetary debts and liability for breach of contract] If one of the parties fails to perform the non-monetary debt or the non-monetary debt does not meet the agreement, the other party may request performance, except in one of the following circumstances:
(XNUMX) legally or in fact unable to perform;
(XNUMX) The subject matter of the debt is not suitable for compulsory performance or the performance fee is too high;
(XNUMX) The creditor fails to request performance within a reasonable time limit.
If there is one of the exceptions specified in the preceding paragraph, which makes it impossible to achieve the purpose of the contract, the people's court or arbitration institution may terminate the contractual rights and obligations at the request of the parties, but this does not affect the liability for breach of contract.
Article Five hundred and eighty-one [Substitute Performance] If one party fails to perform the debt or the performance of the debt does not conform to the agreement, and cannot be compulsorily performed due to the nature of the debt, the other party may request it to bear the cost of performing the debt in lieu of a third party.
Article XNUMX [Defective performance of breach of contract liability] If the performance does not conform to the agreement, it shall bear the breach of contract liability in accordance with the agreement of the parties.If there is no agreement on the liability for breach of contract or the agreement is not clear and cannot be determined according to the provisions of Article XNUMX of this Law, the injured party may reasonably choose to request the other party to undertake repair, rework or replacement according to the nature of the subject matter and the magnitude of the loss. , return, reduction of price or remuneration and other breach of contract liabilities.
Article XNUMX [Liability for damages due to breach of contract] If a party fails to perform its contractual obligations or does not perform contractual obligations in accordance with the agreement, and after performing its obligations or taking remedial measures, if the other party suffers other losses, it shall compensate for the losses.
Article XNUMX [Scope of Damages Compensation] If one party fails to perform the contractual obligations or the performance of the contractual obligations does not conform to the agreement, resulting in losses to the other party, the amount of compensation for losses shall be equal to the losses caused by the breach of contract, including the amount of damages that can be obtained after the performance of the contract. However, it shall not exceed the losses that the breaching party foresees or should have foreseen at the time of entering into the contract.
Article XNUMX [Limited damages] The parties may agree that when one party breaches the contract, it shall pay a certain amount of liquidated damages to the other party according to the circumstances of the breach, and may also agree on a method for calculating the amount of compensation for losses arising from the breach.
If the agreed liquidated damages are lower than the losses caused, the people's court or arbitration institution may increase them at the request of the parties; if the agreed liquidated damages are excessively higher than the losses caused, the people's courts or arbitration institutions may appropriately reduce the damages at the request of the parties.
If the parties agree on liquidated damages for delay in performance, the breaching party shall also perform the debt after paying the liquidated damages.
Article XNUMX [Deposit Guarantee] The parties may agree that one party pays the 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 XNUMX% of the amount of the subject matter of the main contract, and the excess shall not have the effect of the deposit.If the amount of deposit actually delivered is more or less than the agreed amount, it shall be deemed to have changed the agreed amount of deposit.
Article Five hundred and eighty-seven [Deposit Penalty] If the debtor performs the debt, the deposit shall be offset against the price or recovered.If the party who pays the deposit fails to perform the debt or the performance of the debt does not meet the stipulations, so that the purpose of the contract cannot be achieved, it has no right to request the return of the deposit; if the party receiving the deposit fails to perform the debt or the performance of the debt does not meet the stipulation, so that the purpose of the contract cannot be achieved, it shall be refunded twice. deposit.
Article Five hundred and eighty-eight [Liability when liquidated damages and deposits co-exist] If the parties agree on both liquidated damages and deposits, when one party breaches the contract, the other party may choose to apply the liquidated damages or the deposit clause.
If the deposit is not enough 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 Five hundred and eighty-ninth [Rejection of Acceptance and Delay in Acceptance] Where 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 the increased expenses.
While the creditor receives the delay, the debtor is not required to pay interest.
Article XNUMX [Force Majeure] If a party is unable to perform the contract due to force majeure, it shall be exempted from liability in part or in whole according to the influence of force majeure, unless otherwise provided by law.If the contract cannot be performed due to force majeure, the other party shall be notified in time to reduce the losses that may be caused to the other party, and proof shall be provided within a reasonable period of time.
If force majeure occurs after the party delays performance, its liability for breach of contract shall not be exempted.
Article Five hundred and ninety-one [Derogation Rules] After one party breaches the contract, the other party shall take appropriate measures to prevent the loss from expanding; if the loss is expanded due to failure to take appropriate measures, it shall not claim compensation for the expanded loss.
The reasonable expenses incurred by the parties to prevent the expansion of losses shall be borne by the breaching party.
Article Five hundred and ninety-two [Breach of contract and negligence by both parties] If both parties breach the contract, they shall each bear corresponding responsibilities.
If one party's breach of contract causes losses to the other party, and the other party is at fault for the occurrence of the losses, the corresponding amount of compensation for losses may be reduced.
Article XNUMX [Liability for breach of contract caused by a third party] Where one party breaches the contract due to a third party, it shall bear the 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 in accordance with the agreement.
Article XNUMX [Litigation and Arbitration Limitation for International Trade Contracts] The limitation period for filing a lawsuit or applying for arbitration due to disputes over an international sales contract and technology import and export contract is four years.
Part II Typical Contract
Chapter IX Sales Contract
Article XNUMX [Definition of a sales contract] A sales contract is a contract whereby the seller transfers the ownership of the subject matter to the buyer and the buyer pays the price.
Article XNUMX [Terms of a Sales Contract] The content of a sales contract generally includes the name, quantity, quality, price, performance period, place and method of performance, packaging method, inspection standard and method, settlement method, and contract usage. terms and their validity.
Article XNUMX [Effect of Disposal Without Right] If the ownership of the subject matter cannot be transferred because the seller has not obtained the right to dispose, the buyer may rescind the contract and request the seller to bear the liability for breach of contract.
Laws and administrative regulations prohibit or restrict the transfer of the subject matter, in accordance with their provisions.
Article XNUMX [Basic Obligations of the Seller] The seller shall perform the obligation to deliver the subject matter to the buyer or deliver the documents for extracting the subject matter, and transfer the ownership of the subject matter.
Article XNUMX [Seller's Obligation to Deliver Relevant Documents and Materials] The seller shall deliver to the buyer relevant documents and materials other than the documents for extracting the subject matter in accordance with the agreement or trading practice.
Article XNUMX [Attribution of Intellectual Property Rights] When selling a subject matter with intellectual property rights, unless otherwise stipulated by law or otherwise agreed by the parties, the intellectual property rights of the subject matter do not belong to the buyer.
Article XNUMX [Delivery time limit for subject matter] The seller shall deliver the subject matter at the agreed time.If a delivery period is agreed upon, the seller may deliver at any time within the delivery period.
Article XNUMX [Handling when the time limit for delivery of the subject matter is unknown] If the parties have not agreed on the time limit for delivery of the subject matter or the agreement is not clear, Article XNUMX and Item XNUMX of Article XNUMX of this Law shall apply. Provisions.
Article XNUMX [Location of Delivery of Subject Matter] The seller shall deliver the subject matter at the agreed place.
Where the parties have not agreed on the place of delivery or the agreement is not clear and cannot be determined according to the provisions of Article XNUMX of this Law, the following provisions shall apply:
(XNUMX) If the subject matter needs to be transported, the seller shall deliver the subject matter to the first carrier for delivery to the buyer;
(XNUMX) 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 the contract is concluded, the seller shall deliver the subject matter at that place; delivery of the subject matter at the place of business where the person entered into the contract.
Article XNUMX [Basic Rules for Risks of Damage and Loss of Subject Matter] The risk of damage or loss of the subject matter shall be borne by the seller before the subject matter is delivered, and shall be borne by the buyer after delivery, unless otherwise provided by law or Unless otherwise agreed by the parties.
Article XNUMX [Risk Burden of Delayed Delivery of Subject Matter] If the subject matter is not delivered within the agreed time limit due to the buyer's reasons, the buyer shall bear the risk of damage or loss of the subject matter from the time of breach of the agreement.
Article XNUMX [Risk Burden of Subject Matter in Road Sale and Purchase] If the seller sells the subject matter in transit that is to be transported by the carrier, unless otherwise agreed by the parties, the risk of damage and loss shall be borne by the buyer from the time the contract is established. people bear.
Article XNUMX [Risk burden of subject matter that needs to be transported] After the seller transports the subject matter to the place designated by the buyer and delivers it to the carrier as agreed, the risk of damage and loss of the subject matter shall be borne by the buyer.
If the parties have not agreed on the place of delivery or the agreement is not clear, and the subject matter needs to be transported according to the provisions of Article XNUMX, paragraph XNUMX, item XNUMX of this Law, after the seller delivers the subject matter to the first carrier, the subject matter is damaged, The risk of loss is borne by the buyer.
Article XNUMX [The buyer does not receive the risk burden of the subject matter] The seller places the subject matter at the place of delivery in accordance with the agreement or in accordance with the provisions of item XNUMX, paragraph XNUMX, Article XNUMX of this law, and the buyer If there is no collection in violation of the agreement, the risk of damage or loss of the subject matter shall be borne by the buyer from the time of breach of the agreement.
Article XNUMX [Non-delivery of documents and materials does not affect risk transfer] If the seller fails to deliver the documents and materials related to the subject matter as agreed, it will not affect the transfer of the risk of damage or loss of the subject matter.
Article XNUMX [Risk Burden of Seller's Fundamental Default] If the subject matter does not meet the quality requirements and thus the purpose of the contract cannot be achieved, the buyer may refuse to accept the subject matter or terminate the contract.If the buyer refuses to accept the subject matter or rescinds the contract, the risk of damage or loss of the subject matter shall be borne by the seller.
Article XNUMX [The relationship between the buyer's risk and the seller's liability for breach of contract] If the risk of damage or loss of the subject matter is borne by the buyer, it does not affect the buyer's request to The right to assume liability for breach of contract.
Article XNUMX [Guarantee Obligation for Seller's Rights Defects] The seller has the obligation to guarantee that the third party does not have any rights in the subject matter delivered, except as otherwise provided by law.
Article XNUMX [Exemption from Guarantee Obligations for Seller's Rights Defects] If the buyer knows or should know when the contract is concluded that a third party has rights to the subject matter of the sale, the seller shall not undertake the obligations specified in the preceding article.
Article XNUMX [The buyer's right to suspend payment of the price] If the buyer has definite evidence to prove that the third party has rights to the subject matter, it may suspend the payment of the corresponding price, unless the seller provides appropriate guarantees.
Article XNUMX [Quality Requirements for Subject Matter] 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 meet the quality requirements of the description.
Article XNUMX [Handling when the quality requirements of the subject matter are unclear] If the parties have not agreed on the quality requirements of the subject matter or the agreement is not clear and cannot be determined according to the provisions of Article XNUMX of this Law, this Law shall apply. Article XNUMX, Paragraph XNUMX.
Article XNUMX [Guarantee Liability for Quality Defects] If the subject matter delivered by the seller does not meet the quality requirements, the buyer may request a claim in accordance with the provisions of Articles XNUMX to XNUMX of this Law assume responsibility for breach of contract.
Article XNUMX [Exceptions to Mitigation or Exemption of Guarantee Liability for Defects] The parties agree to reduce or exempt the seller's liability for the defects of the subject matter, and if the seller fails to inform the buyer of the defects of the subject matter due to the seller's intentional or gross negligence, the seller shall No one has the right to claim mitigation or exemption from liability.
Article XNUMX [Object packaging method] The seller shall deliver the object according to the agreed packaging method.If there is no agreement on the packaging method or the agreement is not clear, and it cannot be determined according to the provisions of Article XNUMX of this Law, it shall be packaged in a general way; Packaging that protects the ecological environment.
Article XNUMX [Buyer's Inspection Obligation] When the buyer receives the subject matter, it shall inspect it within the agreed inspection period.If there is no stipulated inspection period, it shall be inspected in time.
Article XNUMX [The buyer's notification obligation] If the parties agree on an inspection period, the buyer shall notify the seller of the fact that the quantity or quality of the subject matter does not conform to the agreement within the inspection period.If the buyer fails to notify, it shall be deemed that the quantity or quality of the subject matter conforms to the agreement.
If the parties do not agree on the inspection period, the buyer shall notify the seller within a reasonable period of time when it finds or should find that the quantity or quality of the subject matter does not conform to 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, it shall be deemed that the quantity or quality of the subject matter conforms to the agreement; however, if there is a quality guarantee period for the subject matter, the quality shall apply. The guarantee period does not apply to the two-year rule.
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 time limit for notification specified in the preceding two paragraphs.
Article XNUMX [Handling when the inspection period is too short] If the inspection period agreed by the parties is too short, and according to the nature of the subject matter and trading habits, it is difficult for the buyer to complete the comprehensive inspection within the inspection period, the period shall only be regarded as The time limit for the buyer to raise objection to the appearance defects of the subject matter.
If the agreed inspection period or quality assurance period is shorter than the period prescribed by laws and administrative regulations, the period prescribed by laws and administrative regulations shall prevail.
Article XNUMX [Treatment when the inspection period is not agreed upon] If the parties have not agreed on the inspection period, and the delivery note and confirmation note signed by the buyer indicate the quantity, model, and specification of the subject matter, the buyer shall be presumed to be the buyer. Persons have inspected the quantity and appearance of defects, unless there is relevant evidence to be rebutted.
Article XNUMX [Inspection Standards in the Case of Performance to a Third Party] The seller delivers the subject matter to a third party according to the buyer's instructions, and the inspection standards agreed by the seller and the buyer are the same as those of the buyer and the buyer. If the inspection standards agreed by the third party are inconsistent, the inspection standards agreed by the seller and the buyer shall prevail.
Article XNUMX [Seller's Recycling Obligation] If the subject matter should be recycled after the expiration of the effective use period in accordance with the provisions of laws, administrative regulations or the agreement of the parties, the seller shall be obliged by himself or by entrusting a third party to recycle the subject matter. The obligation to recycle the subject matter.
Article XNUMX [Amount and Method of Payment by Buyer] The buyer shall pay the price in accordance with the agreed amount and method of payment.If there is no agreement on the amount and payment method or the agreement is not clear, the provisions of Article XNUMX and Items XNUMX and XNUMX of Article XNUMX of this Law shall apply.
Article XNUMX [The place where the buyer pays the price] The buyer shall pay the price at the agreed place.If the place of payment is not agreed or the agreement is not clear and cannot be determined according to the provisions of Article XNUMX of this Law, the buyer shall pay at the seller's place of business; If the subject matter document is conditional, payment shall be made at the place where the subject matter is delivered or the subject matter document is delivered.
Article XNUMX [The time when the buyer pays the price] 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 according to the provisions of Article XNUMX of this Law, the buyer shall pay at the same time as receiving the subject matter or taking the documents for the subject matter.
Article XNUMX [Handling of the over-delivered subject matter by the seller] Where the seller over-delivered the subject matter, the buyer may accept or refuse to accept the over-delivered part.If the buyer accepts the overpaid portion, it shall pay the price according to the agreed price; if the buyer refuses to accept the overpaid portion, it shall notify the seller in time.
Article XNUMX [Attribution of the fruits of the subject matter] The fruits of the subject matter before delivery shall be owned by the seller; the fruits generated after delivery shall be owned by the buyer.However, unless otherwise agreed by the parties.
Article Six hundred and thirty-one [Subject and contract termination] If the contract is terminated because the main object of the subject matter does not conform to the agreement, the effect of the rescission of the contract shall extend to the subordinate object.If the subject matter is rescinded because the subject matter does not conform to the agreement, the effect of rescission is not as effective as that of the main object.
Article XNUMX [Contract rescission when several things are sold at the same time] If the subject matter is several things, and one of the things does not conform to the agreement, the buyer may rescind that thing.However, if the value of the subject matter is significantly damaged due to the separation of the object from other objects, the buyer may rescind the contract for several objects.
Article XNUMX [Resolution of Contract for Delivery of Subject Matter in Batches] Where the seller delivers the subject matter in batches, the seller fails to deliver the subject matter in one batch or the delivery does not conform to the agreement, resulting in the failure to realize the contract for the batch of subject matter. For the purpose, the buyer may release the subject matter.
If the seller fails to deliver one of the batches of the subject matter or the delivery does not conform to the agreement, so that the delivery of the other batches of the subject matter cannot achieve the purpose of the contract, the buyer may release the batch and other batches of the subject matter.
If the buyer cancels one batch of the subject matter, and the batch of the subject matter is interdependent with other batches of the subject matter, he may cancel the delivered and undelivered batches of the subject matter.
Article XNUMX [Sales contract with installment payment] If the buyer who pays by installments fails to pay the due price and reaches one-fifth of the total price, and fails to pay the due price within a reasonable period after being urged, The seller may request the buyer to pay the full price or rescind the contract.
If the seller rescinds the contract, it may request the buyer to pay the royalties of the subject matter.
Article XNUMX [Contract of Sale by Sample] The parties to the sale by sample shall seal up the sample and may explain the quality of the sample.The subject matter delivered by the seller shall be of the same quality as the sample and its description.
Article XNUMX [Treatment of Hidden Defects in a Sale by Sample Contract] 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 remains the same. The usual criteria for conspecifics should be met.
Article XNUMX [Probationary Period of Trial Sale] The parties to the trial sale may agree on a trial period for the subject matter.If there is no agreement on the probationary period or the agreement is not clear, and it cannot be determined according to the provisions of Article XNUMX of this Law, the seller shall determine it.
Article XNUMX [Effect of trial sale] The buyer of the trial sale may purchase the subject matter during the trial period, or may refuse to purchase it.Upon expiration of the trial period, if the buyer fails to express whether or not to purchase the subject matter, it shall be deemed to have been purchased.
If the buyer of the 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, it is deemed to have agreed to purchase.
Article Six hundred and thirty-ninth [The burden of trial sales and royalties] If the parties to the trial sales do not agree on the royalties of the subject matter or the agreement is not clear, the seller has no right to request the buyer to pay.
Article XNUMX [Assumption of Risk of Loss of Subject Matter During Trial Period] The risk of damage or loss of the subject matter during the trial period shall be borne by the seller.
Article Six hundred and forty-one [Retention of Ownership] The parties may stipulate in the sales contract that if the buyer fails to perform the payment of the price or other obligations, the ownership of the subject matter belongs to the seller.
The seller's retained ownership of the subject matter shall not be opposed to a bona fide third party without registration.
Article XNUMX [Seller's Right of Recall] If the parties agree that the seller retains the ownership of the subject matter of the contract, and before the transfer of ownership of the subject matter, the buyer falls under any of the following circumstances, causing damage to the seller, unless the parties Unless otherwise agreed, the seller has the right to take back the subject matter:
(XNUMX) Failing to pay the price as agreed, and failing to pay within a reasonable period after being urged;
(XNUMX) Failure to fulfill specific conditions as agreed;
(XNUMX) Selling, pledging or taking other improper punishments for the subject matter.
The seller may negotiate with the buyer to retrieve the subject matter; if the negotiation fails, the procedure for the realization of the security interest can be referred to.
Article XNUMX [The buyer's right of redemption] After the seller retrieves the subject matter in accordance with the provisions of paragraph XNUMX of the preceding article, the buyer shall cancel the sale within a reasonable redemption period agreed upon by both parties or designated by the seller. For the reason of getting back the subject matter, the person may 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. Return to the buyer; the shortfall shall be paid by the buyer.
Article XNUMX [Tendering and Bidding Transactions] The rights and obligations of the parties involved in bidding and bidding transactions, as well as the bidding and bidding procedures, etc., shall be in accordance with the provisions of relevant laws and administrative regulations.
Article XNUMX [Auction] The rights and obligations of the parties to the auction and the auction procedures, etc., shall be in accordance with the provisions of relevant laws and administrative regulations.
Article XNUMX [Sales contracts are applicable to paid contracts] If the law has provisions for other paid contracts, the provisions shall be followed; if there are no provisions, the relevant provisions of the sales contracts shall be applied by reference.
Article XNUMX [Reciprocity Contract] Where the parties agree on a barter transaction to transfer the ownership of the subject matter, the relevant provisions of the sales contract shall be applied by reference.
Chapter XNUMX Contracts for Electricity, Water, Gas and Heat
Article XNUMX [Definition of Electricity Supply and Consumption Contract and Compulsory Contractual Obligations] A electricity supply and consumption contract is a contract in which the power supplier supplies electricity to the electricity consumer, and the electricity consumer pays the electricity fee.
The power supplier who supplies power to the public shall not refuse the reasonable request of the power user to conclude a contract.
Article XNUMX [Contents of electricity supply and consumption contracts] The content of electricity supply and consumption contracts generally includes the method, quality, time, capacity, address, nature of electricity consumption, measurement method, electricity price, electricity fee settlement method, supply and consumption. the maintenance responsibilities of electrical facilities, etc.
Article XNUMX [Performance place of electricity supply and use contract] The place of performance of the electricity supply and use contract shall be agreed by the parties; if the parties have not agreed or the agreement is not clear, the place where the property rights of the power supply facilities are demarcated shall be the place of performance.
Six hundred and fifty-one [Power Supply Provider's Obligation for Safe Power Supply] The power supply provider 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, causing losses to the power user, he shall be liable for compensation.
Article XNUMX [Obligation to notify the power supplier when the power supply is interrupted] When the power supplier needs to interrupt the power supply due to planned maintenance, temporary maintenance of power supply facilities, power restriction according to law, or illegal use of electricity by the power user, the power supplier shall follow the relevant national regulations. It is stipulated that the electricity consumer should be notified in advance; if the electricity supply is interrupted without prior notice to the electricity consumer, causing losses to the electricity consumer, they shall be liable for compensation.
Article XNUMX [The power supply provider's emergency repair obligation] When the power is cut off due to natural disasters or other reasons, the power supply provider shall repair it in a timely manner in accordance with relevant state regulations; if the emergency repair is not made in a timely manner, causing losses to the power user, it shall be liable for compensation.
Article XNUMX [Electricity User's Obligation to Pay Electricity Charges] Electricity users shall pay electricity charges in a timely manner in accordance with the relevant provisions of the state and the agreement of the parties.If the electricity consumer fails to pay the electricity fee within the time limit, it shall pay the penalty for breach of contract as agreed.If the electricity consumer still fails to pay the electricity fee and liquidated damages within a reasonable period of time after being urged, the power supplier may suspend the 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 XNUMX [Electricity User's Obligation to Safely Use Electricity] Electricity users shall use electricity safely, economically and plan in accordance with the relevant provisions of the state and the agreement of the parties.If the electricity user fails to use electricity in accordance with the relevant provisions of the state and the agreement of the parties, causing losses to the power supplier, he shall be liable for compensation.
Article XNUMX [Reference and application of water supply, gas supply and heat supply contracts] For water supply, gas supply and heat supply contracts, refer to the relevant provisions of electricity supply and consumption contracts.
Chapter XI Gift Contract
Article XNUMX [Definition of Gift Contract] A gift 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 gift.
Article XNUMX [The Donor's Right of Arbitrary Revocation and Its Restrictions] The donor may revoke the gift before the right of the donated property is transferred.
The provisions of the preceding paragraph shall not apply to a notarized gift contract or a gift contract of the nature of public welfare or moral obligation such as disaster relief, poverty alleviation, and assistance to the disabled that cannot be revoked according to law.
Article XNUMX [Handling the relevant legal formalities for donated property] If the donated property needs to go through registration or other formalities according to law, the relevant formalities shall be completed.
Article XNUMX [The Done's Right to Claim for Delivery and the Donor's Liability for Compensation] A notarized donation contract or a donation contract with the nature of public welfare or moral obligations such as disaster relief, poverty alleviation, and disability assistance that cannot be revoked according to law, the donor shall not. If the donated property is delivered, the recipient 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 the intention or gross negligence of the donor, the donor shall be liable for compensation.
Article Six hundred and sixty-one [Gift Contract with Obligations] A gift may be accompanied by obligations.
If the gift is accompanied by obligations, the recipient shall perform the obligations as agreed.
Article XNUMX [The Donor's Defects Guarantee Liability] If the donated property is defective, the donor shall not be liable.In the case of a gift with obligations, if the gifted property is defective, the donor shall bear the same responsibilities as the seller within the limits of the obligations.
If the donor intentionally fails to notify the defect or guarantee that it is free of defects, causing losses to the donee, it shall be liable for compensation.
Article XNUMX [The Donor's Statutory Revocation Right and its Exercise Period] If the donee falls under any of the following circumstances, the donor may revoke the gift:
(XNUMX) Seriously infringing upon the legitimate rights and interests of the donor or the donor's close relatives;
(XNUMX) Failure to perform the obligation to support the donor;
(XNUMX) Failure to perform the obligations stipulated in the gift contract.
The donor's right of revocation shall be exercised within one year from the date when he knows or should have known the reason for the revocation.
Article XNUMX [Right of Revocation of the Donor's Heir or Legal Representative] If the donor's illegal act causes the donor to die or lose the capacity for civil conduct, the donor's heir or legal representative may revoke the gift.
The right of revocation of the heir or the legal representative of the donor shall be exercised within six months from the date of knowing or should have known the reason for revocation.
Article XNUMX [Legal Consequences of Revocation of Gifts] Where the holder of the revocation right revokes the gift, he may request the donee to return the donated property.
Article XNUMX [Defense of Donor's Poverty] If the economic situation of the donor has deteriorated significantly, which seriously affects his production, operation or family life, he may no longer perform the gift obligation.
Chapter XII Loan Contract
Article XNUMX [Definition of Loan Contract] A loan contract is a contract in which the borrower borrows money from the lender and repays the loan and pays interest when the loan is due.
Article XNUMX [Form and Contents of the Loan Contract] The loan contract shall be in written form, unless it is otherwise agreed upon on the loan between natural persons.
The content of the loan contract generally includes terms such as the type of loan, currency, purpose, amount, interest rate, term and repayment method.
Article XNUMX [The borrower shall provide the true information obligation] When entering into a loan contract, the borrower shall provide the true information on the business activities and financial situation related to the loan in accordance with the requirements of the lender.
Article XNUMX [Loan interest shall not be deducted in advance] The loan interest shall not be deducted from the principal in advance.If the interest is deducted from the principal in advance, the loan shall be repaid according to the actual loan amount and the interest shall be calculated.
Article XNUMX [Consequences of the lender failing to provide the loan as agreed and the borrower failing to collect the loan as agreed] If the lender fails to provide the loan on 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, it shall pay the interest on the agreed date and amount.
Article XNUMX [Lender's right to supervise and inspect] The lender may inspect and supervise the use of the loan as agreed.The borrower shall regularly provide the lender with relevant financial accounting statements or other materials as agreed.
Article XNUMX [The Borrower's Responsibility for Failure to Use the Loan for the Purpose of the Agreement] If the borrower fails to use the loan for the purpose of the loan as agreed, the lender may stop issuing the loan, withdraw the loan in advance, or terminate the contract.
Article XNUMX [Term for Borrower to Pay Interest] The borrower shall pay the interest according to the agreed time limit.There is no stipulation on the time limit for paying interest or the stipulation is not clear, and it cannot be determined according to the provisions of Article XNUMX of this Law. If the loan period is less than one year, it shall be paid when the loan is repaid; if the loan period is more than one year, the loan shall be paid. It should be paid at the expiration of one year, and if the remaining period is less than one year, it should be paid when the loan is repaid.
Article XNUMX [Deadline for the borrower to repay the loan] The borrower shall repay the loan within the agreed time limit.If there is no agreement on the loan period or the agreement is not clear and still cannot be determined according to the provisions of Article XNUMX of this Law, the borrower may repay the loan at any time; the lender may urge the borrower to repay within a reasonable time limit.
Article XNUMX [The Borrower's Responsibility for Overdue Repayment of Loans] 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 state regulations.
Article XNUMX [The Borrower Returns the Loan Early] If the borrower repays the loan early, the interest shall be calculated according to the actual loan period unless otherwise agreed by the parties.
Article XNUMX [Lending extension] The borrower may apply to the lender for extension before the repayment period expires; if the lender agrees, it may be extended.
Article Six hundred and seventy-ninth [Time of establishment of a loan contract between natural persons] A loan contract between natural persons shall be established when the lender provides the loan.
Article XNUMX [Prohibition of loan at high interest and determination of loan interest] Lending at high interest is prohibited, and the interest rate of borrowing shall not violate relevant state regulations.
If the loan contract does not stipulate the payment of interest, it shall 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 shall be determined according to the local or the parties' transaction methods, transaction habits, market interest rates, and other factors; loans between natural persons shall be deemed to have no interest.
Chapter XIII Guarantee Contract
Section XNUMX General Provisions
Article XNUMX [Definition of Guarantee Contract] A guaranty contract is a contract in which the guarantor and the creditor agree that, in order to guarantee the realization of the creditor's rights, the guarantor will perform the debt or assume responsibility when the debtor fails to perform the due debt or the circumstances agreed upon by the parties occur.
Article XNUMX [Subordination of a Guarantee Contract and Legal Consequences of Invalidating a Guarantee Contract] A guarantee contract is a subordinate contract of the main creditor's rights contract.If the principal creditor's rights contract is invalid, the guarantee contract is invalid, unless otherwise provided by law.
After the guarantee contract is confirmed to be invalid, if the debtor, guarantor and creditor are at fault, they shall bear corresponding civil liabilities according to their fault.
Article XNUMX [Scope of Subjects Not Allowed to Serve as Guarantor] An agency or legal person shall not be a guarantor, except for on-lending using loans from foreign governments or international economic organizations with the approval of the State Council.
Non-profit legal persons and unincorporated organizations for the purpose of public welfare shall not be guarantors.
Article XNUMX [Content of Guarantee Contract] The content of a guarantee contract generally includes the type and amount of the main creditor's right to be guaranteed, the time limit for the debtor to perform the debt, and the method, scope and duration of the guarantee.
Article XNUMX [Form of Guarantee Contract] The guarantee contract may be a separate written contract, or it may be a guarantee clause in the main creditor's rights contract.
If the third party unilaterally makes a guarantee to the creditor in writing, and the creditor accepts it without raising any objection, the guarantee contract is established.
Article XNUMX [Guarantee Method] The methods of guarantee include general guarantee and joint and several liability guarantee.
If the parties do not agree on the method of guarantee in the guarantee contract or the agreement is not clear, they shall bear the guarantee liability in accordance with the general guarantee.
Article XNUMX [General guarantor's right to first plead defense] If the parties agree in the guaranty contract that when the debtor cannot perform the debt, the guarantor shall bear the guaranty responsibility, it is a general guaranty.
The guarantor of general guaranty has the right to refuse to assume guaranty liability to the creditor before the main contract disputes have not been tried or arbitrated, and the debtor's property has been enforced in accordance with the law and still cannot perform the debt, except in one of the following circumstances:
(XNUMX) The whereabouts of the debtor are unknown and there is no property available for execution;
(XNUMX) The people's court has accepted the debtor's bankruptcy case;
(XNUMX) The creditor has evidence to prove that the debtor's property is insufficient to perform all the debts or loses the ability to perform the debts;
(XNUMX) The guarantor expressly waives the rights stipulated in this paragraph in writing.
Article XNUMX [Joint and Several Liability Guarantee] If the parties agree in the guarantee contract that the guarantor and the debtor shall bear joint and several liability for the debt, it shall be a joint and several liability guarantee.
When the debtor of the joint liability guarantee fails to perform the due debt or the circumstances agreed by the parties occur, the creditor may request the debtor to perform the debt, or request the guarantor to assume the guarantee responsibility within the scope of its guarantee.
Article XNUMX [Counter-guarantee] The guarantor may request the debtor to provide a counter-guarantee.
Article XNUMX [Maximum Guarantee Contract] The guarantor and the creditor may negotiate and conclude a maximum guarantee contract, agreeing to provide guarantees for consecutively occurring claims within a certain period within the limit of the maximum amount of claims.
In addition to the provisions of this chapter, the maximum amount of guarantee shall be applied with reference to the relevant provisions of the maximum amount of mortgage rights in Part II of this Law.
Section XNUMX Guarantee Liability
Article XNUMX [Scope of Guarantee] The scope of guarantee includes the main creditor's right and its interest, liquidated damages, damages, and the cost of realizing the creditor's right.The parties have agreed otherwise, in accordance with its agreement.
Article XNUMX [Guarantee Period] The guarantee period is the period during which the guarantor is determined to assume the guarantee responsibility, and no suspension, interruption or extension will occur.
The creditor and the guarantor may agree on the 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 is deemed that there is no agreement; if there is no agreement or the agreement is unclear, the guarantee period expires 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 not clear, the guarantee period shall be calculated from the date when the grace period for the creditor to request the debtor to perform the debt expires.
Article XNUMX [Exemption of Guarantee Liability] If the creditor of the general guarantee fails to file a lawsuit against the debtor or apply for arbitration during the guarantee period, the guarantor shall no longer bear the guarantee responsibility.
If the creditor of the joint liability guarantee fails to request the guarantor to assume the guarantee responsibility during the guarantee period, the guarantor will no longer bear the guarantee responsibility.
Article XNUMX [Litigation Limitation for Guarantee Debt] If the creditor of a general guarantee files a lawsuit against the debtor or applies for arbitration before the expiry of the guarantee period, the litigation for the guarantee debt shall be counted from the date when the guarantor's right to refuse to assume the guarantee liability is extinguished. aging.
If the creditor of the joint liability guarantee requests the guarantor to assume the guarantee responsibility before the expiry of the guarantee period, the statute of limitations for the guarantee debt shall be calculated from the date when the creditor requests the guarantor to assume the guarantee responsibility.
Article XNUMX [Influence of Change of Main Contract on Guarantee Liability] If the creditor and the debtor negotiate to change the content of the main creditor's rights contract without the written consent of the guarantor to reduce the debt, the guarantor still bears the guarantee responsibility for the changed debt; aggravating the debt , the guarantor shall not be liable for the aggravated part.
If the creditor and the debtor change the performance period of the main creditor-debt contract without the written consent of the guarantor, the guarantee period will not be affected.
Article XNUMX [Effects of Assignment of Creditor's Rights on Guarantee Liability] If the creditor transfers all or part of the creditor's rights without notifying the guarantor, the transfer shall not take effect on the guarantor.
The guarantor and the creditor agree 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 shall no longer bear the guaranty responsibility to the assignee.
Article XNUMX [Effect of Debt Assumption on Guarantee Liability] The creditor, without the written consent of the guarantor, allows the debtor to transfer all or part of the debt. Except as agreed.
If a third party joins the debt, the guarantor's guaranty responsibility will not be affected.
Article XNUMX [Exemption of General Guarantor's Guarantee Liability] The guarantor of the general guarantee shall provide the creditor with the real information of the debtor's enforceable property after the expiration of the main debt performance period. If it is executed, the guarantor will no longer bear the guaranty responsibility within the scope of the value of the property available for execution.
Article Six hundred and ninety-nine [Joint Guarantee] If there are two or more guarantors for the same debt, the guarantor shall bear the guarantee responsibility according to the guarantee share agreed in the guarantee contract; if there is no agreed guarantee share, the creditor may request any one of the guarantors to be within the scope of its guarantee guarantee responsibility within.
Article XNUMX [Guarantor's Right of Repayment] After the guarantor assumes the guaranty responsibility, unless otherwise agreed by the parties, it has the right to recover from the debtor within the scope of its guaranty responsibility, and enjoys the rights of the creditor against the debtor, but shall not damage the interests of the creditor.
Article XNUMX [Guarantor's right of defense] The guarantor may claim the debtor's defense against the creditor.If the debtor gives up the defense, the guarantor still has the right to claim defense against the creditor.
Article XNUMX [Guarantor's Right to Refuse to Perform] Where the debtor has the right of set-off or the right of cancellation to the creditor, the guarantor may refuse to assume the guaranty responsibility within the corresponding scope.
Chapter XNUMX Lease Contract
Article XNUMX [Definition of lease contract] A lease contract is a contract whereby the lessor delivers the leased property to the lessee for use and income, and the lessee pays the rent.
Article XNUMX [Main Contents of a Lease Contract] The content of a lease contract generally includes terms such as the name, quantity, use, lease term, rent and payment term and method, and maintenance of the leased object.
Article XNUMX [Maximum Lease Term] The lease term shall not exceed twenty years.For more than XNUMX years, the excess part is 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 XNUMX [The effect of the registration and filing procedures of the lease contract on the validity of the contract] If the parties fail to go through the registration and filing procedures of the lease contract in accordance with laws and administrative regulations, the validity of the contract will not be affected.
Article XNUMX [Form of lease contract] 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 shall be regarded as an indefinite lease.
Article XNUMX [The lessor’s obligation to deliver the leased object and the obligation to be rentable] The lessor shall deliver the leased object to the lessee as agreed, and keep the leased object in compliance with the agreed purpose within the lease term.
Article XNUMX [The Lessee's Obligation to Use the Leased Property as Agreed] The lessee shall use the leased property in accordance with the agreed method.If there is no agreement on the use method of the leased property or the agreement is not clear, and it cannot be determined according to the provisions of Article XNUMX of this Law, it shall be used according to the nature of the leased property.
Article XNUMX [The Lessee’s Obligation of Exemption for Using the Lease as Agreed] The lessee shall not be liable for compensation if the lessee uses the leased object in accordance with the agreed method or according to the nature of the leased object, resulting in damage to the leased object.
Article XNUMX [Liability of the lessor for failing to use the leased object as agreed] If the lessee fails to use the leased object in accordance with the agreed method or according to the nature of the leased object, resulting in losses to the leased object, the lessor may terminate the contract and Request compensation for damages.
Article XNUMX [The Lessor's Maintenance Obligations] The lessor shall perform the maintenance obligations of the leased property, unless otherwise agreed by the parties.
Article XNUMX [Legal Consequences of Lessor's Failure to Perform Maintenance Obligations] The lessee may request the lessor to repair within a reasonable period of time when the leased property needs to be repaired.If the lessor fails to perform the maintenance obligation, the lessee can repair it by itself, and the maintenance cost shall be borne by the lessor.If the lessee's use is affected by the maintenance of the leased property, the rent shall be reduced or the lease term shall be extended accordingly.
If the leased property needs to be repaired due to the fault of the lessee, the lessor shall not undertake the maintenance obligations stipulated in the preceding paragraph.
Article XNUMX [The lessee's obligation to keep the leased property properly] The lessee shall keep the leased property properly. If the leased property is damaged or lost due to poor custody, it shall be liable for compensation.
Article XNUMX [The lessee improves or adds other things to the leased property] The lessee may, with the consent of the lessor, improve or add other things to the leased property.
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 state or compensate for the loss.
Article Seven hundred and sixteen [The lessee subleases the leased object] The lessee may sublease the leased object to a third party with the consent of the lessor.If the lessee subleases, the lease contract between the lessee and the lessor continues to be valid; if a third party causes damage to the leased property, the lessee shall compensate for the loss.
If the lessee sublet without the consent of the lessor, the lessor may rescind the contract.
Article XNUMX [Effect of Sublease Period Exceeding the Lessee's Remaining Lease Period] The lessee subleases the leased property to a third party with the consent of the lessor. The agreement is not legally binding on the lessor, unless the lessor and the lessee agree otherwise.
Article XNUMX [Presumption that the lessor agrees to sublease] If the lessor knows or should know that the lessee is subletting, but does not raise any objection within six months, it shall be deemed that the lessor agrees to the subletting.
Article XNUMX [Sub-lessee's right of subrogation] If the lessee is in arrears of rent, the sub-lessee may pay the arrears of rent and liquidated damages on behalf of the lessee, but the sublease contract is not legally binding on the lessor Except for strength.
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 rent exceeds the amount of the rent payable, it can be recovered from the lessee.
Article XNUMX [Attribution of income from leased property] The income obtained from the possession and use of the leased property during the lease term shall belong to the lessee, unless otherwise agreed by the parties.
Seven hundred and twenty-one [Rent Payment Period] The lessee shall pay the rent according to the agreed period.There is no agreement on the period for paying rent or the agreement is not clear, and it cannot be determined according to the provisions of Article XNUMX of this Law. If the lease term is less than one year, the payment shall be made when the lease term expires; if the lease term is more than one year, it shall be paid. Payment shall be made at the expiration of each year, and if the remaining term is less than one year, payment shall be made at the expiration of the lease term.
Article XNUMX [Legal Consequences of the Lessee's Violation of the Obligation to Pay Rent] 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; The lessor can terminate the contract.
Article XNUMX [Guarantee Liability for Defects in the Lessor's Rights] If the lessee cannot use or benefit from the leased property due to the assertion of rights by a third party, the lessee may request a reduction in the rent or not pay the rent.
Where a third party claims rights, the lessee shall promptly notify the lessor.
Article XNUMX [The lessee may terminate the contract if the non-lessee constitutes a fundamental breach of contract] Under one of the following circumstances, the lessee may terminate the contract if the leased item cannot be used for reasons other than the lessee:
(XNUMX) The leased property is sealed up or seized by judicial organs or administrative organs according to law;
(XNUMX) There is a dispute over the ownership of the leased property;
(XNUMX) The leased property violates the mandatory provisions of laws and administrative regulations on the conditions of use.
Article XNUMX [Change of ownership does not break the lease] If the ownership of the leased object changes within the period of possession by the lessee in accordance with the lease contract, the validity of the lease contract will not be affected.
Article Seven hundred and twenty-six [House Lessee's Right of Preemption] If the lessor sells the leased house, it shall notify the lessee within a reasonable period of time before the sale, and the lessee shall have the right to purchase first on the same conditions; Except when the co-owner exercises the right of first refusal or the lessor sells the house to a close relative.
After the lessor fulfills the obligation of notification, if the lessee fails to expressly indicate the purchase within XNUMX days, the lessee shall be deemed to have waived the right of preemption.
Article Seven hundred and twenty-seven [Preemptive right of the lessee in the case of entrusted auction] If the lessor entrusts the auctioneer to auction the leased house, it shall notify the lessee five days before the auction.If the lessee does not participate in the auction, it is deemed to have waived the right of first refusal.
Article XNUMX [Legal Consequences of Infringement of the Lessee's Right of Preemption] If the lessor fails to notify the lessee or there are other circumstances that hinder the lessee from exercising the right of preemption, the lessee may request the lessor to bear the liability for compensation.However, the validity of the house sales contract concluded between the lessor and the third party is not affected.
Article XNUMX [Legal Consequences of Damage or Loss of Leases Not attributable to the Lessee] If the leased items are partially or completely damaged or lost due to reasons not attributable to the lessee, the lessee may request a reduction in the amount of the leased items. The lessee may terminate the contract if the purpose of the contract cannot be achieved due to partial or complete damage or loss of the leased property.
Article XNUMX [Legal Consequences When the Lease Term Is Not Agreed or the Agreement Is Ambiguous] If the parties do not agree on the lease term or the agreement is not clear, and still cannot be determined according to the provisions of Article XNUMX of this Law, it shall be deemed that the lease term is not determined. Fixed-term lease; the parties may terminate the contract at any time, but they should notify the other party before a reasonable period of time.
Seven hundred and thirty-one [the lessee's right to rescind the leased property when the quality of the leased property is unqualified] If the leased property endangers the safety or health of the lessee, even if the lessee clearly knows that the quality of the leased property is unqualified when the contract is concluded, the lessee can still release the leased property at any time. contract.
Article XNUMX [Handling of the lease relationship in the event of the death of the lessee of the house] If the lessee dies within the term of the house lease, the person or joint operator who lived with him before his death may lease the house in accordance with the original lease contract.
Article XNUMX [The lessee returns the leased property upon expiration of the lease term] When the lease term expires, the lessee shall return the leased property.The leased property returned shall be in the state after being used as agreed or according to the nature of the leased property.
Article Seven hundred and thirty-four [The lessee continues to use the leased property and the lessee's priority lease right at the expiration of the lease term] If the lease term expires and the lessee continues to use the leased property, and the lessor does not raise any objection, the original lease contract shall continue to be valid. However, the lease term is indefinite.
When the lease term expires, the lessee of the house shall have the priority to lease on the same conditions.
Chapter XNUMX Financial Leasing Contract
Article XNUMX [Definition of Financial Leasing Contract] A financial leasing contract is a contract whereby the lessor purchases the leased property from the seller according to the lessee's choice of the seller and the leased property, provides it to the lessee for use, and the lessee pays the rent. .
Article XNUMX [Content and Form of Financial Leasing Contract] The contents of a financial leasing contract generally include the name, quantity, specification, technical performance, inspection method, lease term, rental composition and payment term and method, currency and currency of the leased object. species, the ownership of the leased property when the lease term expires, etc.
The financial leasing contract shall be in written form.
Article XNUMX [Invalid Financial Leasing Contract] A financial leasing contract concluded by the parties in the form of fictitious leased property is invalid.
Article Seven hundred and thirty-eight [The effect of the operating license of the leased property on the validity of the contract] According to the provisions of laws and administrative regulations, if an administrative license should be obtained for the operation and use of the leased property, the lessor's failure to obtain the administrative license will not affect the validity of the financial lease contract. .
Article XNUMX [Delivery of Financial Leasing Subject Matter] In a sales contract concluded by the lessor according to the lessee's choice of the seller and the leased item, the seller shall deliver the subject matter to the lessee in accordance with the agreement, and the lessee shall enjoy and receive the subject matter. the buyer's rights in relation to the subject matter.
Article XNUMX [Conditions for Lessee Refusal to Accept Subject Matter] If the seller violates the obligation to deliver the subject matter to the lessee, and under any of the following circumstances, the lessee may refuse to accept the subject matter delivered by the seller to him :
(XNUMX) The subject matter is seriously inconsistent with the agreement;
(XNUMX) Failing to deliver the subject matter as agreed, and failing to deliver within a reasonable period after being urged by the lessee or the lessor.
If the lessee refuses to accept the subject matter, it shall promptly notify the lessor.
Seven hundred and forty-one [the lessee exercising the right of claim] The lessor, the seller and the lessee may agree that if the seller fails to perform the obligations of the sales contract, the lessee shall exercise the right to claim.If the lessee exercises the right to claim, the lessor shall assist.
Article XNUMX [The lessee’s exercise of the right to claim does not affect the obligation to pay rent] The lessee’s exercise of the right to claim against the seller does 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 XNUMX [Responsibility for Failure to Claim Claims] If the lessor has one of the following circumstances, causing the lessee to fail to exercise the right to claim against the seller, the lessee has the right to request the lessor to assume the corresponding liability:
(XNUMX) failing to inform the lessee of the quality defect of the leased property;
(XNUMX) The lessee fails to provide necessary assistance in a timely manner when exercising the right to claim.
If the lessor neglects to exercise the right to claim which can only be exercised against the seller and causes losses to the lessee, the lessee has the right to request the lessor to bear the compensation liability.
Article Seven hundred and forty-four [The lessor shall not change the content of the sales contract without authorization] The lessor shall not change the sales contract made by the lessor based on the lessee's choice of the seller and the leased item. content of the contract.
Article Seven hundred and forty-fifth [Ownership of the leased property] The lessor's ownership of the leased property shall not be opposed to a bona fide third party without registration.
Article XNUMX [Determination of rent in a financial lease contract] Unless otherwise agreed by the parties, the rent in a financial lease contract shall be determined on the basis of most or all of the cost of purchasing the leased property and the lessor's reasonable profit.
Article Seven hundred and forty-seven [Guarantee Liability for Quality Defects of Lease Items] The lessor shall not be liable if the leased item does not conform to the agreement or does not meet the purpose of use.However, the lessee relies on the lessor's skills to determine the leased object or the lessor intervenes in the selection of the leased object.
Article Seven hundred and forty-eight [The lessor guarantees the lessee to possess and use the leased property] The lessor shall guarantee the lessee's possession and use of the leased property.
If the lessor falls under any of the following circumstances, the lessee has the right to request compensation for losses:
(XNUMX) Take back the leased property without justifiable reasons;
(XNUMX) obstructing or interfering with the lessee's possession and use of the leased property without justifiable reasons;
(XNUMX) A third party claims rights against the leased property due to the reasons of the lessor;
(XNUMX) Other circumstances that improperly affect the lessee's possession and use of the leased property.
Article Seven hundred and forty-nine [Assumption of Liability for Damage Caused by the Lease Property] During the period when the lessee possesses the leased property, if the leased property causes personal injury or property loss to a third party, the lessor shall not be liable.
Article XNUMX [The Lessee's Obligations for Safekeeping, Use and Maintenance of the Leased Property] The lessee shall properly keep and use the leased property.
The lessee shall perform the maintenance obligations during the period of possession of the leased property.
Seven hundred and fifty-one [Effects of Damage and Loss of the Lease on the Obligation to Pay the Rent] If the lease is damaged or lost during the period when the lessee is in possession of the lease, the lessor has the right to request the lessee to continue to pay the rent, but the law provides otherwise Or unless otherwise agreed by the parties.
Article XNUMX [The Lessee's Obligation to Pay Rent] The lessee shall pay the rent as agreed.If the lessee fails to pay the rent within a reasonable period after being urged, the lessor may request to pay the full rent; it may also terminate the contract and take back the leased property.
Article XNUMX [The lessor rescinds the financial lease contract] If the lessee transfers, mortgages, pledges, invests in, or disposes of the leased property in other ways without the consent of the lessor, the lessor may rescind the financial lease contract.
Article Seven hundred and fifty-four [the lessor or lessee rescinds the financial lease contract] In any of the following circumstances, the lessor or lessee may rescind the financial lease contract:
(XNUMX) The sales contract concluded between the lessor and the seller is rescinded, confirmed to be invalid or revoked, and the sales contract cannot be re-concluded;
(XNUMX) The leased property is damaged or lost due to reasons not attributable to the parties, and cannot be repaired or a substitute can be determined;
(XNUMX) The purpose of the financial leasing contract cannot be realized due to the seller's reasons.
Article XNUMX [The lessee shall bear the liability for compensation] If the financial leasing contract is terminated due to the rescission of the sales contract, confirmation of invalidity or cancellation, and the seller and the leased item are selected by the lessee, the lessor has the right to request the lessee Compensation for the corresponding losses; however, unless the sales contract is rescinded, 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 rescinded, confirmed invalid or revoked, the lessee will no longer be liable for the corresponding compensation.
Article XNUMX [Accidental Destruction and Loss of Leases] If a financial leasing contract is terminated due to accidental damage or loss of the leased object after delivery to the lessee for reasons not attributable to the parties, the lessor may request the lessee to determine the depreciation of the leased object according to the depreciation conditions of the leased object. give compensation.
Article Seven hundred and fifty-seven [Attribution of the leased property upon expiration of the lease term] The lessor and the lessee may agree on the ownership of the leased property upon expiration of the lease term; If the provisions of the article are still uncertain, the ownership of the leased property shall belong to the lessor.
Article XNUMX [Return of the value of the leased property and non-return of the leased property] The parties agree that the leased property shall be owned by the lessee at the expiration of the lease term, and the lessee has paid most of the rent but is unable to pay the remaining rent. For the leased property, if the value of the recovered leased property exceeds the rent and other expenses owed by the lessee, the lessee may request a corresponding return.
The parties agree that the leased property shall be owned by the lessor at the expiration of the lease term. If the lessee cannot return the leased object due to damage, loss or attachment or mixing with other objects, the lessor shall have the right to request the lessee to make reasonable compensation.
Article XNUMX [Ownership of the leased property after payment of a nominal price] If the parties agree that upon the expiration of the lease term, the lessee only needs to pay a nominal price to the lessor, it shall be deemed that the ownership of the leased property shall be vested in the leased property after the performance of the agreed rental obligation. lessee.
Article XNUMX [Invalid Financial Leasing Contract Attribution of Leases] If the financial lease contract is invalid, and the parties have an agreement on the ownership of the leased object under the circumstances, the agreement shall be followed; if there is no agreement or the agreement is unclear, the leased object shall be returned to the leased people.However, if the contract is invalid due to the reasons of the lessee, and the lessor does not request the return or the utility of the leased object will be significantly reduced after the return, the ownership of the leased object shall belong to the lessee, and the lessee shall give the lessor reasonable compensation.
Chapter XNUMX Factoring Contract
Article Seven hundred and sixty-one [definition of factoring contract] a factoring contract is an account receivable creditor who transfers existing or will have accounts receivable to a factoring party, and the factoring party provides financing and accounts receivable. Contracts for services such as payment management or collection, and payment guarantee for debtors of accounts receivable.
Article XNUMX [Content and form of factoring contract] The content of a factoring contract generally includes business type, service scope, service period, basic transaction contract information, account receivable information, factoring financing or service remuneration and terms of payment, etc.
The factoring contract shall be in writing.
Article XNUMX [Legal Consequences of Fictitious Accounts Receivable] Where the creditor of the account receivable and the debtor make up the account receivable as the subject of assignment, and enter into a factoring contract with the factoring party, the debtor of the account receivable shall not The account receivable does not exist against the factor, unless the factor knowingly fictitious.
Article Seven hundred and sixty-four [Factors reveal their identity obligations] If a factoring party issues a notice of account receivable transfer to an account receivable debtor, it shall indicate the identity of the factoring party and attach necessary certificates.
Article XNUMX [The effect of changing or terminating the underlying transaction contract without justifiable reasons on the factoring party] After the debtor of the accounts receivable receives the notice of assignment of the accounts receivable, the creditor of the accounts receivable and the debtor have no justified reasons. If the negotiation to change or terminate the underlying transaction contract has an adverse impact on the factor, it will not take effect on the factor.
Article Seven hundred and sixty-six [Factoring with recourse] If the parties agree to have recourse factoring, the factoring party may claim from the creditors of the accounts receivable to return the principal and interest of the factoring financing or to repurchase the creditor's rights of the accounts receivable , and may also claim the creditor's rights of the accounts receivable against the debtor of the accounts receivable.If the factoring party claims the creditor's rights of the accounts receivable against the debtor of the accounts receivable, after deducting the principal and interest of the factoring financing and related expenses, the remainder shall be returned to the creditor of the accounts receivable.
Article XNUMX [Non-recourse factoring] Where the parties agree on factoring without recourse, the factoring party shall claim the accounts receivable creditor's rights against the debtor of the accounts receivable, and the factoring party obtains more than factoring financing. The principal, interest and related expenses are not required to be returned to the creditors of the accounts receivable.
Article Seven hundred and sixty-eight [Repayment Sequence of Multiple Factoring] If an account receivable creditor enters into multiple factoring contracts for the same account receivable, resulting in multiple factoring claims, the registered one shall take precedence over the unregistered one. If both of them have been registered, the accounts receivable will be obtained in the order of registration time; if none of them have been registered, the factoring party specified in the transfer notice that first arrives at the debtor of the accounts receivable will obtain the accounts receivable. Accounts receivable; if neither registration nor notification is made, accounts receivable shall be obtained according to the proportion of factoring financing or service remuneration.
Article Seven hundred and sixty-nine [Applicable provisions on assignment of creditor's rights] If there is no provision in this chapter, the relevant provisions on transfer of creditor's rights in Chapter VI of this Part shall apply.
Chapter XNUMX Undertaking Contract
Article XNUMX [Definition of Contract and Main Types of Contract] A contract is a contract in which the contractor completes the work according to the requirements of the orderer, delivers the work results, and the orderer pays remuneration.
The contract includes processing, custom-made, repair, reproduction, testing, inspection and other work.
Article Seven hundred and seventy-one [Main Contents of Contracts] The contents of contracts generally include the subject matter, quantity, quality, remuneration, method of contract, provision of materials, performance period, acceptance standards and methods, etc.
Article Seven hundred and seventy-two [main performer of the contract work] The contractor shall use its own equipment, technology and labor to complete the main work, unless otherwise agreed by the parties.
If the contractor entrusts the main work undertaken by it to a third party to complete, it shall be responsible to the orderer for the work results completed by the third party; without the consent of the orderer, the orderer may also terminate the contract.
Article Seven hundred and seventy-three [Transfer of Auxiliary Work Undertaking] The contractor may hand over the auxiliary work it undertakes to a third person for completion.Where the contractor entrusts the auxiliary work it undertakes to a third party to complete, it shall be responsible to the ordering party for the work results completed by the third party.
Article Seven hundred and seventy-four [Obligations of the contractor when providing materials] If the contractor provides materials, it shall select the materials as agreed and accept the inspection of the orderer.
Article XNUMX [Obligations of both parties when the ordering party provides materials] If the ordering party provides materials, it shall provide the materials in accordance with the agreement.The contractor shall inspect the materials provided by the orderer in a timely manner, and if it finds that it does not conform to the agreement, it shall promptly notify the orderer to replace, supplement or take other remedial measures.
The contractor shall not replace the materials provided by the orderer without authorization, and shall not replace the parts that do not require repair.
Article XNUMX [Obligations of both parties when the orderer's requirements are unreasonable] If the contractor finds that the drawings or technical requirements provided by the orderer are unreasonable, it shall promptly notify the orderer.If the contractor suffers losses due to reasons such as the orderer's slack in answering, it shall compensate for the losses.
Article Seven hundred and seventy-seven [Legal Consequences of Change of Work Requirements by the Orderer] If the orderer changes the requirements for contract work in the middle, causing losses to the contractor, it shall compensate for the losses.
Article Seven hundred and seventy-eight [Obligation of the orderer to assist] If the contracting work requires the assistance of the orderer, the orderer has the obligation to assist.If the orderer fails to perform the obligation of assistance and the contract work cannot be completed, the contractor may urge the orderer to perform the obligation within a reasonable time limit, and may extend the time limit for performance; if the orderer fails to perform within the time limit, the contractor may terminate the contract.
Article Seven hundred and seventy-nine [Supervision and Inspection by the Orderer] The contractor shall accept the necessary supervision and inspection by the orderer during the work period.The orderer shall not obstruct the normal work of the contractor due to supervision and inspection.
Article XNUMX [Contractor's Work Results Delivery] When the contractor completes the work, it shall deliver the work results to the orderer, and submit the necessary technical materials and relevant quality certificates.The orderer shall accept the work results.
Article XNUMX [Liability for breach of contract when work results do not meet quality requirements] 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 undertake repairs, rework, reduction of remuneration, and compensation. Liability for breach of contract such as losses.
Article Seven hundred and eighty-two [Time Limit for Payment of Remuneration by the Orderer] The orderer shall pay the remuneration within the agreed time limit.If the time limit for payment of remuneration is not agreed or the agreement is not clear, and it cannot be determined according to the provisions of Article XNUMX of this Law, the orderer shall pay when the contractor delivers the work results; if the work results are partially delivered, the orderer shall pay. should be paid accordingly.
Article Seven hundred and eighty-three [the rights of the contractor when the orderer fails to perform the payment obligation] If the orderer fails to pay the contractor remuneration or material fees and other prices, the contractor shall have the right to lien on the completed work results or have the right to refuse it. delivery, unless otherwise agreed by the parties.
Article Seven hundred and eighty-four [Contractor's Custody Obligation] The contractor shall properly keep the materials provided by the orderer and the completed work results, and shall be liable for damages or losses due to improper custody.
Article XNUMX [Contractor's Confidentiality Obligation] The contractor shall keep secrets as required by the orderer, and shall not retain copies or technical materials without the orderer's permission.
Article XNUMX [Joint and several liability of joint contractors] The joint contractors shall bear joint and several liability to the ordering party, unless otherwise agreed by the parties.
Article Seven hundred and eighty-seven [Right to rescind arbitrarily by the ordering party] The ordering party may terminate the contract at any time before the contractor completes the work, and if losses are caused to the contractor, he shall compensate for the losses.
Chapter XNUMX Construction Project Contract
Article XNUMX [Definition and Types of Construction Project Contracts] A construction project contract is a contract in which the contractor conducts the project construction and the developer pays the price.
Construction engineering contracts include engineering survey, design and construction contracts.
Article XNUMX [Form of Construction Project Contract] A construction project contract shall be in written form.
Article XNUMX [Principles of Bidding and Bidding Activities for Construction Projects] Bidding and bidding activities for construction projects shall be conducted openly, fairly and impartially in accordance with the provisions of relevant laws.
Article Seven hundred and ninety-one [Contracting, contracting, and subcontracting of construction projects] The developer may conclude a construction project contract with the general contractor, and may also enter into a survey, design, and construction contract with the surveyor, designer, and constructor respectively. .The developer shall not divide the construction project that should be completed by one contractor into several parts and issue the contract to several contractors.
The general contractor or the survey, design and construction contractor may, with the consent of the developer, entrust part of the work contracted by himself to a third party for completion.The third party and the general contractor or the survey, design and construction contractor shall be jointly and severally liable to the developer for their completed work results.The contractor shall not subcontract all the construction projects contracted by it to a third party or subcontract all the construction projects contracted by it to a third party in the name of subcontracting after dismantling it.
Contractors are prohibited from subcontracting projects to units that do not have the corresponding qualifications.Subcontracting units are prohibited from subcontracting their contracted projects.The construction of the main structure of the construction project must be completed by the contractor himself.
Article Seven hundred and ninety-two [Conclusion of a major national construction project contract] A major national construction project contract 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 XNUMX [Treatment of Invalid Construction Project Contract and Unqualified Acceptance] If the construction project construction contract is invalid, but the construction project has passed the acceptance inspection, the contractor may be compensated at a discount with reference to the contract on the project price.
If the construction contract of a construction project is invalid and the acceptance of the construction project is unqualified, it shall be dealt with according to the following circumstances:
(XNUMX) If the repaired construction project is qualified, the developer may request the contractor to bear the repair costs;
(XNUMX) If the repaired construction project is unqualified, the contractor shall not have the right to request for discount compensation with reference to the contract on the project price.
If the developer is at fault for the loss caused by the unqualified construction project, he shall bear the corresponding responsibility.
Article Seven hundred and ninety-four [Contents of survey and design contracts] The contents of survey and design contracts generally include terms such as the time limit for submitting relevant basic materials and budget estimates, quality requirements, fees, and other cooperation conditions.
Article Seven hundred and ninety-five [Contents of construction contracts] The contents of construction contracts generally include the scope of the project, the construction period, the start and completion time of the intermediate project, the quality of the project, the cost of the project, the delivery time of technical materials, and the responsibility for the supply of materials and equipment. , appropriation and settlement, completion acceptance, quality assurance scope and quality assurance period, mutual cooperation and other terms.
Article Seven hundred and ninety-six [Construction Project Supervision] If the construction project is to be supervised, the contract developer shall enter into a written supervision contract with the supervisor.The rights, obligations and legal responsibilities of the developer and the supervisor shall be in accordance with the provisions of the entrustment contract and other relevant laws and administrative regulations.
Article Seven hundred and ninety-seven [The Employer's Inspection Right] The Employer may inspect the progress and quality of the work at any time without prejudice to the normal operation of the contractor.
Article Seven hundred and ninety-eight [Concealed Projects] Before concealed projects are concealed, the contractor shall notify the developer to inspect.If the Employer fails to check in time, the Contractor may postpone the date of the project and has the right to request compensation for losses such as suspension of work and idle work.
Article Seven hundred and ninety-nine [Completion acceptance of construction project] After the construction project is completed, the developer shall conduct the acceptance inspection in a timely manner in accordance with the construction drawings and instructions, the construction acceptance specifications and quality inspection standards issued by the state.If the acceptance is qualified, the developer shall pay the price according to the agreement and accept the construction project.
A construction project can be delivered for use only after it has passed the acceptance inspection upon completion;
Article XNUMX [Responsibilities of the surveyor and designer for survey and design] If the quality of survey and design does not meet the requirements or the survey and design documents are not submitted within the time limit and the construction period is delayed, resulting in losses to the developer, the surveyor or designer shall continue to Improve survey and design, reduce or exempt survey and design fees and compensate for losses.
Article XNUMX [Civil liability of the constructor for the quality of the construction project] If the quality of the construction project does not conform to the agreement due to the reasons of the constructor, the developer has the right to request the constructor to repair or rework or rebuild without compensation within a reasonable period.After repair, rework, or reconstruction, resulting in overdue delivery, the constructor shall be liable for breach of contract.
Article XNUMX [Quality Assurance Liability within the Reasonable Use Period] If the construction project causes personal injury and property loss within the reasonable use period due to the contractor's reasons, the contractor shall be liable for compensation.
Article XNUMX [The Employer's Liability for Breach of Contract for Failure to Provide Relevant Materials at the Agreed Time and Requirements] If the Employer fails to provide the raw materials, equipment, site, funds, and technical materials in accordance with the agreed time and requirements, the contractor may postpone the project date, and has the right to request compensation for losses such as work stoppage and slack.
Article XNUMX [Construction of the project is suspended or delayed due to the employer shall be liable] If the construction of the project is suspended or postponed in the middle of the project due to the reasons of the developer, the developer shall take measures to make up or reduce the loss and compensate the contractor Losses and actual expenses such as downtime, layoffs, reverse transportation, relocation of machinery and equipment, and backlog of materials and components caused by people.
Article XNUMX [Responsible for the rework, stoppage or modification of the survey or design caused by the employer] Because the developer changes the plan, the information provided is inaccurate, or the necessary survey and design work is not provided within the time limit For the rework, stoppage or modification of the survey or design caused by the conditions, the Employer shall pay additional fees according to the actual workload consumed by the surveyor and designer.
Article XNUMX [Provisions on Contract Termination and Consequences Handling] If the contractor subcontracts or illegally subcontracts the construction project, the contract developer may terminate the contract.
If the main building materials, building components and equipment provided by the developer do not meet the mandatory standards or fail to perform the obligation of assistance, which makes the contractor unable to carry out construction, and fails to perform the corresponding obligations within a reasonable period of time after being urged, the contractor may terminate the contract.
After the contract is terminated, if the quality of the completed construction project is up to standard, the developer shall pay the corresponding project price as agreed; if the quality of the completed construction project is not up to standard, it shall be dealt with with reference to the provisions of Article XNUMX of this Law.
Article XNUMX [The Employer's Liability for Failure to Pay the Project Price] If the Employer fails to pay the price as agreed, the Contractor may urge the Employer to pay the price within a reasonable period.If the developer fails to pay within the time limit, in addition to the fact that the construction project is not suitable for discount or auction according to the nature of the construction project, the contractor may agree with the developer to discount the project, or request the people's court to auction the project according to law.The price of the construction project shall be paid preferentially to the price of the project discount or auction.
Article Eight hundred and eight [Applicable to the contract of acceptance] If there is no provision in this chapter, the relevant provisions of the contract of acceptance shall apply.
Chapter XNUMX Contract of Carriage
Section XNUMX General Provisions
Article XNUMX [Definition of Contract of Carriage] A contract of carriage is a contract whereby the carrier transports passengers or goods from the place of departure to the agreed place, and the passenger, the shipper or the consignee pays the fare or transportation costs.
Article XNUMX [Compulsory Contracting Obligations of Carriers] Carriers engaged in public transportation shall not refuse the usual and reasonable transportation requirements of passengers and shippers.
Article Eight hundred and eleven [Carrier's Obligations for Safe Transport] The carrier shall transport passengers and goods safely to the agreed place within the agreed time limit or within a reasonable time limit.
Article XNUMX [Reasonable transportation obligations of the carrier] The carrier shall transport passengers and goods to the agreed place according to the agreed or usual transportation route.
Article Eight hundred and thirteenth [Payment of fares or transportation charges] Passengers, shippers or consignees shall pay the fares or transportation charges.If the carrier fails to increase the fare or transportation cost according to the agreed route or the usual route, the passenger, the shipper or the consignee may refuse to pay the increased part of the fare or transportation cost.
Section XNUMX Passenger Transport Contract
Article XNUMX [Time of establishment of passenger transport contract] A passenger transport contract is established when the carrier issues a ticket to the passenger, unless the parties have agreed otherwise or have other transaction habits.
Article XNUMX [General Provisions on Passengers' Travel Obligations] Passengers shall ride in accordance with the time, frequency and seat number recorded on the valid ticket.Passengers who ride without a ticket, over-ride, skip class, or ride with a discounted ticket that does not meet the conditions for reduced fares shall pay the fare, and the carrier may charge additional fare according to regulations; if the passenger does not pay the fare, the carrier may refuse to transport.
If a passenger in a real-name passenger transport contract loses a ticket, he may request the carrier to report the loss and make a replacement, and the carrier shall not charge the ticket price and other unreasonable fees again.
Article XNUMX [Passenger's Refund or Change of Boarding Procedures] If a passenger cannot travel at the time recorded on the ticket due to his own reasons, he shall go through the refund or change formalities within the agreed time limit; if it is overdue, the carrier may No refunds and no more transportation obligations.
Article XNUMX [Luggage Carrying and Checking Requirements] Passengers' carry-on luggage shall meet the agreed limit and category requirements; if the luggage exceeds the limit or violates the category requirements, the luggage shall be checked in.
Article XNUMX [Passengers are prohibited from carrying dangerous and prohibited items] Passengers are not allowed to carry or carry in their luggage flammable, explosive, toxic, corrosive, radioactive and may endanger personal and property safety on the means of transport dangerous or prohibited items.
If the passenger violates the provisions of the preceding paragraph, the carrier may unload, destroy or deliver the dangerous or prohibited items to the relevant departments.If a passenger insists on carrying or entraining dangerous or prohibited items, the carrier shall refuse to carry them.
Article Eight hundred and nineteen [Carrier's obligation to inform and passenger's assistance obligation] The carrier shall strictly perform the obligation of safe transportation, and promptly inform the passengers of the matters that should be paid attention to in safe transportation.Passengers shall actively assist and cooperate with the reasonable arrangements made by the carrier for safe transportation.
Article Eight hundred and twentieth [Carrier's obligation to transport according to the agreement] The carrier shall transport passengers according to the time, frequency and seat number recorded on the valid ticket.If the carrier delays transportation or has other circumstances that cannot be carried out normally, it shall inform and remind the passenger in a timely manner, take necessary resettlement measures, and arrange to change to another flight or refund the ticket according to the passenger's request; the carrier shall be responsible for the loss of the passenger caused by this. liability, unless the carrier is not attributable.
Eight hundred and twenty-one [Consequences of the carrier lowering or improving the service standard without authorization] If the carrier lowers the service standard without authorization, it shall refund the ticket or reduce the ticket fee according to the request of the passenger; if the service standard is improved, no additional ticket fee shall be charged.
Article Eight hundred and twenty-two [Carrier's Rescuing Obligation] The carrier shall try its best to rescue passengers who are suffering from acute illness, childbirth, or distress during transportation.
Article Eight hundred and twenty-three [Passenger Personal Injury Liability] The carrier shall be liable for the passenger's injury or death during transportation; however, the injury or death is caused by the passenger's own health or the carrier proves that the injury was caused by the passenger's intentional or gross negligence except.
The provisions of the preceding paragraph are applicable to passengers who are free of tickets, hold preferential tickets, or travel without a ticket with the permission of the carrier.
Article Eight hundred and twenty-four [Liability for Damage and Loss of Passenger's Carry-On Items] If the passenger's carry-on item is damaged or lost during transportation, and the carrier is at fault, it shall be liable for compensation.
If the luggage checked by a passenger is damaged or lost, the relevant regulations on the carriage of goods shall apply.
Section XNUMX Freight Contract
Article Eight hundred and twenty-fifth [Shipper's obligation to declare truthfully] When handling cargo transportation, the shipper shall accurately indicate to the carrier the name of the consignee or the consignee according to the instructions, the name, nature, weight and quantity of the goods. , the place of receipt, etc., if necessary for the transportation of goods.
If the carrier's loss is caused by the shipper's false declaration or omission of important information, the shipper shall be liable for compensation.
Article Eight hundred and twenty-six [Shipper's Obligation to Submit Relevant Documents] If the transportation of goods needs to go through procedures such as approval, inspection, etc., the shipper shall submit the documents after completing the relevant procedures to the carrier.
Article Eight hundred and twenty-seven [Shipper's Goods Packaging Obligations] The shipper shall pack the goods in the agreed manner.If there is no agreement on the packaging method or the agreement is not clear, the provisions of Article XNUMX of this Law shall apply.
If the shipper violates the provisions of the preceding paragraph, the carrier may refuse to transport.
Article Eight hundred and twenty-eight [Transportation of Dangerous Goods] If the shipper consigns flammable, explosive, toxic, corrosive, radioactive and other dangerous goods, it shall properly package the dangerous goods in accordance with the national regulations on the transportation of dangerous goods, Dangerous goods signs and labels shall be issued, and written materials concerning the name, nature and precautions of dangerous goods shall be submitted to the carrier.
If the shipper violates the provisions of the preceding paragraph, the carrier may refuse to transport or take corresponding measures to avoid the occurrence of losses, and the costs incurred shall be borne by the shipper.
Article Eight hundred and twenty-nine [Shipper's right to change or rescind the contract of carriage] Before the carrier delivers the goods to the consignee, the shipper may request the carrier to suspend the transportation, return the goods, change the place of arrival or hand over the goods to other consignees. The cargo owner, but should compensate the carrier for the losses suffered as a result.
Article Eight hundred and thirty [delivery] After the delivery of the goods, if the carrier knows the consignee, it shall notify the consignee in time, and the consignee shall pick up the goods in time.If the consignee picks up the goods overdue, it shall pay the carrier fees such as storage fees.
Eight hundred and thirty-one [Consignee Inspection of Goods] The consignee shall inspect the goods within the agreed time limit when picking up the goods.If there is no agreement on the time limit for inspection of the goods or the agreement is not clear, and it cannot be determined according to the provisions of Article XNUMX of this Law, the goods shall be inspected within a reasonable time limit.If the consignee has not raised any objection to the quantity or damage of the goods within the agreed time limit or within a reasonable time limit, it shall be regarded as prima facie evidence that the carrier has delivered the goods in accordance with the records of the transport document.
Article Eight hundred and thirty-two [Liability for damage and loss of goods during transportation] The carrier shall be liable for damages and loss of goods during transportation.However, the carrier shall not be liable for compensation if it proves that the damage or loss of the goods was caused by force majeure, the natural nature or reasonable wear and tear of the goods, and the fault of the shipper and the consignee.
Article Eight hundred and thirty-three [Determining the amount of compensation for goods] The amount of compensation for damage or loss of goods shall be agreed upon by the parties; if there is no agreement or the agreement is not clear, the amount of compensation shall remain in accordance with the provisions of Article XNUMX of this Law. If it cannot be determined, it shall be calculated according to the market price of the place where the goods arrive at the time of delivery or should be delivered.Where laws and administrative regulations have other provisions on the calculation method of the compensation amount and the limit of compensation, such provisions shall be followed.
Article Eight hundred and thirty-four [Successive transportation] If two or more carriers carry out combined transportation in the same mode of transportation, the carrier that has concluded a contract with the shipper shall be liable for the entire transportation; if the loss occurs in a certain transportation section, it shall be jointly The carrier who entered into the contract and the carrier of the segment shall be jointly and severally liable.
Article Eight hundred and thirty-five [Treatment of freight charges for goods lost due to force majeure] If the goods are lost due to force majeure during transportation, and the freight has not been collected, the carrier shall not request payment of freight; if the freight has been collected, the shipper may request return.If the law provides otherwise, such provisions shall be followed.
Article Eight hundred and thirty-six [Carrier's Lien] If the shipper or the consignee does not pay the freight, storage fees or other expenses, the carrier shall have a lien on the corresponding transported goods, unless otherwise agreed by the parties.
Article Eight hundred and thirty-seven [Carrier to deposit the goods] If the consignee is unknown or the consignee refuses to accept the goods without justifiable reasons, the carrier may deposit the goods in accordance with the law.
Section XNUMX Multimodal Transport Contract
Article Eight hundred and thirty-eight [The multimodal transport operator shall be responsible for performing or organizing the performance of the contract] The multimodal transport operator is responsible for performing or organizing the performance of the multimodal transport contract, enjoys the rights of the carrier and assumes the obligations of the carrier for the entire transportation .
Article Eight hundred and thirty-ninth [Multimodal transport contract liability system] The multimodal transport operator may agree on mutual responsibilities with the carriers of each section participating in the multimodal transport contract for each section of the multimodal transport contract; however, the The agreement does not affect the obligations of the multimodal transport operator for the entire transport.
Article Eight hundred and forty [Multimodal Transport Documents] When a multimodal transport operator receives the goods delivered by the shipper, it shall issue a multimodal transport document.Multimodal transport documents can be negotiable or non-negotiable according to the requirements of the shipper.
Eight hundred and forty-one [shipper bears fault liability] If the multimodal transport operator suffers losses due to the fault of the shipper when consigning the goods, the shipper shall still be liable for compensation even if the shipper has transferred the multimodal transport documents.
Article Eight hundred and forty-two [Law Application of Multimodal Transport Operator's Compensation Liability] If the damage or loss of goods occurs in a certain transport section of multimodal transport, the multimodal transport operator's liability for compensation and the limit of liability shall apply Adjust the relevant legal provisions on the mode of transportation in this section; if the transportation section in which the damage or loss of the goods occurs cannot be determined, the liability for compensation shall be assumed in accordance with the provisions of this chapter.
Chapter XNUMX Technical Contract
Section XNUMX General Provisions
Article Eight hundred and forty-three [Definition of Technology Contract] A technology contract is a contract concluded by the parties regarding the development, transfer, license, consultation or service of technology to establish mutual rights and obligations.
Article Eight hundred and forty-four [Purpose of concluding a technology contract] The conclusion of a technology contract shall be conducive to the protection of intellectual property rights and the advancement of science and technology, and to promote the research and development, transformation, application and promotion of scientific and technological achievements.
Article Eight hundred and forty-fifth [Main Terms of Technical Contract] The content of technical contract generally includes the name of the project, the content, scope and requirements of the subject matter, the plan, place and method of performance, the confidentiality of technical information and materials, and the ownership of technical achievements. and distribution of benefits, acceptance criteria and methods, terms and terminology, etc.
The technical background information, feasibility demonstration and technical evaluation report, project assignments and plans, technical standards, technical specifications, original design and process documents, and other technical documents related to the performance of the contract may be part of the contract according to the agreement of the parties. part.
Where a technology contract involves a patent, the name of the invention-creation, the patent applicant and the patentee, the date of application, the application number, the patent number, and the validity period of the patent right shall be indicated.
Article Eight hundred and forty-six [Technical contract price, remuneration and royalties] The payment method of the technology contract price, remuneration or royalties shall be agreed upon by the parties, and may be paid in one lump sum, one lump sum payment, one lump sum or installment payment, or it may be paid in installments. The way of commission payment or commission payment with additional upfront entry fee.
If commission payment is agreed, it may be based on a certain percentage of the product price, the new output value, profit or product sales after the implementation of patents and the use of technical secrets, or it may be calculated in other ways as agreed.The proportion of commission payment can be fixed, increasing year by year, or decreasing year by year.
Where it is agreed to pay a commission, the parties may agree on the method of checking the relevant accounting accounts.
Article Eight hundred and forty-seven [Ownership of property rights of job technology achievements] Where the right to use and transfer the job technology achievement belongs to a legal person or an unincorporated organization, the legal person or unincorporated organization may conclude a technology contract on the job technology achievement.When a legal person or an unincorporated organization concludes a technology contract to transfer job-related technical achievements, the person who completes the job-related technical achievements shall have the priority to transfer on the same conditions.
Job technical achievements are technical achievements accomplished by performing the tasks of a legal person or an unincorporated organization, or mainly using the material and technical conditions of a legal person or an unincorporated organization.
Article Eight hundred and forty-eight [Ownership of property rights of non-job technical achievements] The right to use and transfer the non-job technical achievements belongs to the individual who has completed the technical achievement, and the individual who has completed the technical achievement may conclude a technical contract for the non-job technical achievement .
Article Eight hundred and forty-nine [Attribution of Personal Rights of Technological Achievements] Individuals who complete technological achievements shall have the right to indicate that they are the completers of technological achievements and the right to obtain honorary certificates and awards on the relevant technological achievement documents.
Article Eight hundred and fifty [Invalidation of Technology Contract] A technology contract that illegally monopolizes technology or infringes upon the technological achievements of others is invalid.
Section XNUMX Technology Development Contract
Eight hundred and fifty-one [Definition and Contract Form of Technology Development Contract] A technology development contract is a contract concluded between the parties concerning 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.
The technology development contract shall be in written form.
The contract between the parties concerning the transformation of scientific and technological achievements with practical value shall refer to the relevant provisions of the applicable technology development contract.
Article Eight hundred and fifty-two [Obligations of the client in an entrusted development contract] The client of an entrusted development contract shall pay the research and development expenses and remuneration as agreed, provide technical materials, put forward research and development requirements, complete cooperation matters, and accept the research and development results.
Article Eight hundred and fifty-three [Obligations of the researcher and developer in the commissioned development contract] The researcher and developer of the commissioned development contract shall formulate and implement the research and development plan according to the agreement, use the research and development funds reasonably, complete the research and development work on time, and deliver the research and development results. , Provide relevant technical information and necessary technical guidance to help the client master the research and development results.
Article Eight hundred and fifty-four [Liability for Breach of Entrusted Development Contract] If the parties to the entrusted development contract violate the stipulations and cause the stagnation, delay or failure of the research and development work, they shall be liable for breach of contract.
Article Eight hundred and fifty-five [Main Obligations of the Parties to the Cooperative Development Contract] The parties to the cooperative development contract shall make investments in accordance with the agreement, including investment in technology, participate in the research and development work by division of labor, and cooperate with the research and development work.
Article Eight hundred and fifty-six [Liability for Breach of Cooperative Development Contract] If the parties to the cooperative development contract violate the agreement and cause the stagnation, delay or failure of the research and development work, they shall bear the liability for breach of contract.
Article Eight hundred and fifty-seven [Revocation of a technology development contract] 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 cancel the contract.
Article Eight hundred and fifty-eight [Risk Burden and Notification Obligation in Technology Development Contract] In the course of the performance of the technology development contract, due to insurmountable technical difficulties, the research and development fails or partially fails, the risk shall be agreed upon by the parties; If the agreement is not clear and cannot be determined according to the provisions of Article XNUMX of this Law, the risks shall be reasonably shared by the parties.
When one party discovers the circumstances specified in the preceding paragraph that may lead to the failure or partial failure of research and development, it shall notify the other party in a timely manner and take appropriate measures to reduce losses; if it fails to notify and take appropriate measures in a timely manner, resulting in increased losses, it shall bear the increased losses Responsibility.
Article Eight hundred and fifty-nine [Attribution of technical achievements in a contract for entrusted development] For invention-creations completed through entrusted development, unless otherwise provided by law or otherwise agreed by the parties, the right to apply for a patent belongs to the researcher and developer.If the researcher and developer obtains the patent right, the client may implement the patent according to law.
Where a research and development developer assigns the right to apply for a patent, the client shall have the priority to be assigned on the same conditions.
Article XNUMX [Attribution of Technical Achievements in Cooperative Development Contracts] For invention-creations developed through cooperative development, the right to apply for a patent belongs to the parties to the cooperative development; if one party assigns its co-owned right to apply for a patent, the other parties shall enjoy the same rights. The right of priority to be assigned.However, unless otherwise agreed by the parties.
If one of the parties to the cooperative development declares to give up its shared right to apply for a patent, unless otherwise agreed by the parties, the other party may apply separately or jointly by the other parties.If the applicant obtains the patent right, the party who gives up the right to apply for the patent may implement the patent for free.
If one of the parties to the cooperative development does not agree to apply for a patent, the other party or other parties may not apply for a patent.
Eight hundred and sixty-one [Attribution and Sharing of Technological Secret Achievements] The right to use, transfer, and distribution of technological secret achievements entrusted or jointly developed shall be agreed upon by the parties; If the provisions of Article XNUMX of the Law are still uncertain, before the patent right of the same technical solution is granted, the parties have the right to use and transfer.However, the researcher and developer who entrusted development shall not transfer the research and development results to a third party before delivering the research and development results to the client.
Section XNUMX Technology Transfer Contract and Technology License Contract
Article XNUMX [Definition of Technology Transfer Contract and Technology Licensing Contract] A technology transfer contract is a contract concluded by the right holder who legally owns the technology and assigns the relevant rights of existing specific patents, patent applications and technical secrets to others. .
A technology licensing contract is a contract signed by the right holder who legally owns the technology to license the relevant rights of existing specific patents and technical secrets to others for implementation and use.
The stipulations in the technology transfer contract and the technology license contract on the provision of special equipment and raw materials for implementing the technology or the provision of relevant technical consultation and technical services are part of the contract.
Article Eight hundred and sixty-three [Types and Forms of Technology Transfer Contracts and Technology Licensing Contracts] Technology transfer contracts include contracts for the transfer of patent rights, the transfer of patent application rights, and the transfer of technical secrets.
Technology licensing contracts include contracts such as patent implementation licenses and technical secret use licenses.
Technology transfer contracts and technology licensing contracts shall be in written form.
Article Eight hundred and sixty-four [Restrictive Clauses in Technology Transfer Contracts and Technology License Contracts] Technology transfer contracts and technology license contracts may stipulate the scope of the exploitation of patents or the use of technical secrets, but shall not restrict technological competition and technological development.
Article Eight hundred and sixty-five [Restrictions on Patent Exploitation License Contract] The patent exploitation license contract is only valid during the duration of the patent right.When 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 regarding the patent.
Article Eight hundred and sixty-six [Main obligations of the licensor of a patent exploitation license contract] The licensor of a patent exploitation license contract shall license the licensee to exploit the patent as agreed, deliver the technical materials related to the exploitation of the patent, and provide necessary technical guidance.
Article Eight hundred and sixty-seven [Main Obligations of the Licensee of the Patent Exploitation License Contract] The licensee of the patent exploitation license contract shall implement the patent as agreed, and shall not license a third party other than the agreement to implement the patent, and pay royalties as agreed .
Article Eight hundred and sixty-eight [Main obligations of the assignor and the licensor of technical secrets] The assignor of the technical secret transfer contract and the licensor of the technical secret use license contract shall provide technical materials, provide technical guidance, and ensure the technical Practicality, reliability, and commitment to confidentiality.
The confidentiality obligation stipulated in the preceding paragraph does not restrict the licensor from applying for a patent, unless otherwise agreed by the parties.
Article Eight hundred and sixty-nine [Main obligations of the assignee and licensee of technical secrets] The assignee of the technical secret transfer contract and the licensee of the technical secret license contract shall use the technology according to the agreement, and pay the transfer fee and royalties. , undertake the obligation of confidentiality.
Article Eight hundred and seventy [Guarantee obligations of the assignor of a technology transfer contract and the licensor of a technology license contract] The assignor of a technology transfer contract and the licensor of a technology license contract shall guarantee that they are the legal owner of the provided technology, and Ensure that the provided technology is complete, error-free, effective, and able to achieve the agreed goals.
Article Eight hundred and seventy-one [The transferee of the technology transfer contract and the licensee of the technology license contract confidentiality obligations] The transferee of the technology transfer contract and the licensee of the technology license contract shall, in accordance with the agreed scope and time limit, make The undisclosed secret part of the technology provided by the licensor and the licensor shall bear the obligation of confidentiality.
Article Eight hundred and seventy-two [Licensor and assignor's liability for breach of contract] If the licensor fails to license the technology as agreed, it shall return part or all of the royalties and shall be liable for breach of contract; the exploitation of patents or the use of technical secrets exceeds the agreed scope If it violates the agreement and licenses a third party to implement the patent or use the technical secret without authorization, the breach of contract shall be stopped and the breach of contract shall be assumed; the breach of contract shall be assumed if the breach of the contracted confidentiality obligation shall be assumed.
The assignor shall be liable for breach of contract, and the provisions of the preceding paragraph shall apply with reference.
Article Eight hundred and seventy-three [Liability of the licensee and the assignee for breach of contract] If the licensee fails to pay the royalties as agreed, it shall make up the royalties and pay the liquidated damages as agreed; If the implementation of the patent or the use of the technical secret exceeds the agreed scope, the third party shall be licensed to implement the patent or use the technical secret without the consent of the licensor. If the breach of contract is violated, the breach of contract shall be borne.
The assignee shall bear the liability for breach of contract, and the provisions of the preceding paragraph shall apply by reference.
Article Eight hundred and seventy-four [Infringement Liability of Assignee and Licensee] If the assignee or licensee exploits patents or uses technical secrets as agreed to infringe upon the lawful rights and interests of others, the assignor or licensor shall be liable, but Unless otherwise agreed by the parties.
Article Eight hundred and seventy-five [Attribution and Sharing of Subsequent Technological Achievements] The parties may, in accordance with the principle of mutual benefit, agree in the contract on the sharing method of the subsequent improvement of technological achievements by implementing patents and using technical secrets; If the provisions of Article XNUMX of this Law are still uncertain, the other parties have no right to share the technical achievements of one party's subsequent improvement.
Article XNUMX [Transfer and Licensing of Other Intellectual Property Rights] For the transfer and licensing of other intellectual property rights such as the exclusive rights to layout designs of integrated circuits, the rights of new plant varieties, and the copyrights of computer software, the relevant provisions of this section shall apply.
Article Eight hundred and seventy-seven [Applicable Laws to Technology Import and Export Contracts or Patent and Patent Application Contracts] Where laws and administrative regulations have other provisions on technology import and export contracts or patent and patent application contracts, such provisions shall prevail.
Section XNUMX Technical Consulting Contract and Technical Service Contract
Article Eight hundred and seventy-eight [Definition of technical consulting contract and technical service contract] A technical consulting contract is concluded by one party using technical knowledge to provide the other party with feasibility studies, technical forecasts, special technical investigations, analysis and evaluation reports, etc. for specific technical projects. Contracts.
A technical service contract is a contract concluded by one party to solve specific technical problems for the other party with technical knowledge, excluding contracting contracts and construction engineering contracts.
Article Eight hundred and seventy-ninth [Obligations of the client in a technical consulting contract] The client of a technical consulting contract shall clarify the consulting issues as agreed, provide technical background materials and relevant technical materials, accept the work results of the trustee, and pay remuneration.
Article Eight hundred and eighty [Obligations of the trustee of a technical consulting contract] The trustee of a technical consulting contract shall complete a consulting report or answer questions within the agreed time limit, and the consulting report submitted shall meet the agreed requirements.
Article Eight hundred and eighty-one [Liability for Breach of Technical Consulting Contract] If the client of the technical consulting contract fails to provide the necessary materials as agreed, which affects the progress and quality of the work, and does not accept or overdue the acceptance of the work results, the remuneration paid shall not be recovered. , the unpaid remuneration shall be paid.
If the trustee of the technical consulting contract fails to submit the consulting report on time or the consulting report submitted does not conform to the agreement, it shall be liable for breach of contract such as reducing or exempting remuneration.
The loss caused by the client making a decision in accordance with the consulting report and opinions of the client that meets the agreed requirements shall be borne by the client, unless otherwise agreed by the parties.
Article Eight hundred and eighty-two [Obligations of the Client in a Technical Service Contract] The client in a technical service contract shall provide working conditions, complete cooperation matters, accept the work results and pay remuneration as agreed.
Article Eight hundred and eighty-three [Obligations of the trustee of a technical service contract] The trustee of a technical service contract shall complete the service items as agreed, solve technical problems, ensure the quality of work, and impart knowledge to solve technical problems.
Article Eight hundred and eighty-four [Liability for Breach of Technical Service Contract] If the client of the technical service contract fails to perform the contractual obligations or the performance of the contractual obligations does not meet the stipulations, which affects the progress and quality of the work, and does not accept or overdue the acceptance of the work results, the remuneration paid Not recoverable, unpaid remuneration should be paid.
If the trustee of the technical service contract fails to complete the service work as agreed, it shall be liable for breach of contract such as exemption of remuneration.
Article Eight hundred and eighty-fifth [Attribution of innovative technological achievements] During the performance of technical consulting contracts and technical service contracts, new technological achievements completed by the trustee using the technical materials and working conditions provided by the client belong to the trustee.New technological achievements completed by the client using the work results of the client belong to the client.The parties have agreed otherwise, in accordance with its agreement.
Article Eight hundred and eighty-six [Barrier of Work Expenses] If the technical consultation contract and technical service contract do not stipulate or the stipulation is not clear on the burden of expenses required by the trustee to carry out the work normally, the trustee shall bear the burden.
Article Eight hundred and eighty-seven [Applicable Laws to Technical Intermediary Contracts and Technical Training Contracts] Where laws and administrative regulations provide otherwise for technical intermediary contracts and technical training contracts, such provisions shall be followed.
Chapter XNUMX Custody Contract
Article Eight hundred and eighty-eight [Definition of Custody Contract] Custody contract is a contract whereby the custodian keeps the custodial object delivered by the depositor and returns the object.
If the depositor goes to the depositary to engage in shopping, dining, accommodation and other activities, and stores the items in the designated place, it shall be regarded as safekeeping, unless the parties agree otherwise or have other transaction habits.
Article Eight hundred and eighty-nine [Custody fee] The depositor shall pay the depository fee to the custodian as agreed.
If the parties do not agree on the storage fee or the agreement is not clear, and it cannot be determined according to the provisions of Article XNUMX of this Law, it shall be deemed as free storage.
Article Eight hundred and ninetieth [Time for the establishment of the custody contract] The custody contract shall be established when the custody item is delivered, unless otherwise agreed by the parties.
Article Eight hundred and ninety-one [Obligation of Custodian to Issue Custody Certificate] Where the depositor delivers the custody to the custodian, the custodian shall issue a custody certificate, unless there are other transaction habits.
Article Eight hundred and ninety-two [The Custodian's Obligation to Safely Keep] The custodian shall properly keep the custody.
The parties may agree on the place or method of storage.Except in emergencies or to safeguard the interests of the depositor, the place or method of storage shall not be changed without authorization.
Article Eight hundred and ninety-third [Obligation to inform the depositor] If the deposit delivered by the depositor is defective or needs to take special storage measures according to the nature of the deposit, the depositor shall notify the depositary of the relevant situation.If the depositor fails to notify the depositor, and the deposit suffers losses, the depositor shall not be liable for compensation; if the depositary suffers losses as a result, the depositor shall be liable for compensation unless the depositary knows or should know and fails to take remedial measures.
Article Eight hundred and ninety-four [Obligation of the custodian to keep the custody in person] The custodian shall not transfer the custody to a third party for custody, unless otherwise agreed by the parties.
If the custodian violates the provisions of the preceding paragraph and transfers the custody to a third party for custody, resulting in loss of the custody, it shall be liable for compensation.
Article Eight hundred and ninety-five [Obligation of the custodian not to use or permit others to use the custody] The custodian shall not use or permit a third party to use the custody, unless otherwise agreed by the parties.
Article Eight hundred and ninety-six [Obligations of the custodian to return the deposit and notify the depositor] If a third party claims a right to the deposit, in addition to taking preservation or enforcement measures for the deposit in accordance with the law, the depositary shall perform the return to the depositor. Obligation to keep things.
Where a third party files a lawsuit against the custodian or applies for seizure of the deposit, the custodian shall promptly notify the depositor.
Article Eight hundred and ninety-seven [Compensation Liability of Custodian] During the custody period, if the custody item is damaged or lost due to improper custody by the Custodian, the Custodian shall be liable for compensation.However, if the gratis custodian proves that he has no intention or gross negligence, he shall not be liable for compensation.
Article Eight hundred and ninety-eight [Depositee's Declaration Obligation] If the depositor deposits currency, negotiable securities or other valuables, it shall declare to the custodian, and the custodian shall accept or seal it up; if the depositor fails to declare, the item is damaged, After the loss, the custodian can make compensation according to the general items.
Article Eight hundred and ninety-nine [Acquisition of Deposits] The depositor may receive the deposit at any time.
If the parties do not agree on the storage period or the agreement is not clear, the depositary may request the depositor to collect the deposit at any time; if the storage period is agreed, the depositary shall not request the depositor to collect the deposit in advance without special reasons.
Article XNUMX [Return of Deposit and Its Fruits] If the storage period expires or the depositor has received the deposit in advance, the depositor shall return the original and its fruit to the depositor.
Article XNUMX [Consumption Custody Contract] If the custodian keeps currency, it may return the same type and quantity of currency; if it keeps other substitutes, it may return the same type, quality and quantity of items as agreed.
Article XNUMX [Delivery Fee Payment Period] In a paid custody contract, the depositor shall pay the custody fee to the custodian within the agreed time limit.
If the parties do not agree on the payment period or the agreement is not clear, and cannot be determined according to the provisions of Article XNUMX of this Law, the payment shall be made at the same time as receiving the deposit.
Article XNUMX [The custodian's lien] If the depositor fails to pay the custodial fee or other fees as agreed, the custodian shall have a lien on the deposit, unless otherwise agreed by the parties.
Chapter XNUMX Storage Contract
Article XNUMX [Definition of warehousing contract] A warehousing contract is a contract in which the custodian stores the warehousing goods delivered by the depositor and the depositor pays the storage fee.
Article XNUMX [Time for the establishment of the warehousing contract] The warehousing contract shall be established when the custodian and the stockholder agree.
Article XNUMX [Storage of Dangerous Items and Perishable Items] Where inflammable, 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 refuse to accept the stored goods, or may take corresponding measures to avoid the occurrence of losses, and the thus incurred expenses shall be borne by the depositor.
Custodians who store flammable, explosive, toxic, corrosive, radioactive and other dangerous items shall have corresponding custody conditions.
Article XNUMX [Acceptance Obligations of Custodians and Compensation for Damages] Custodians shall inspect and inspect the warehoused goods in accordance with the agreement.If the custodian finds that the warehoused goods are not in conformity with the agreement during the inspection and acceptance, it shall notify the depositor in a timely manner.After acceptance by the custodian, if the variety, quantity and quality of the stored goods do not conform to the agreement, the custodian shall be liable for compensation.
Article XNUMX [Obligation of the custodian to issue a warehouse receipt and storage receipt] When the depositor delivers the warehouse goods, the custodian shall issue the warehouse receipt, storage receipt and other certificates.
Article XNUMX [Warehouse Receipt] The custodian shall sign or seal the warehouse receipt.The warehouse receipt includes the following items:
(XNUMX) The name and domicile of the depositor;
(XNUMX) The variety, quantity, quality, packaging and the number and marking of the stored goods;
(XNUMX) The loss standard of the stored goods;
(XNUMX) Storage place;
(XNUMX) the storage period;
(XNUMX) Storage fees;
(XNUMX) If the stored goods have been insured, the insurance amount, period and the name of the insurer;
(XNUMX) Fill in the person, place and date.
Article XNUMX [Nature and Transfer of Warehouse Receipts] Warehouse receipts are certificates for extracting stored goods.If the stockholder or the holder of the warehouse receipt endorses the warehouse receipt and has the signature or seal of the custodian, the right to withdraw the warehouse goods may be transferred.
Article XNUMX [The depositor or the holder of the warehouse receipt has the right to inspect the warehoused goods or take samples] The custodian shall, at the request of the depositor or the holder of the warehouse receipt, agree to inspect the warehoused goods or take samples.
Article XNUMX [Obligation to notify the custodian of danger] If the custodian finds that the stored goods are deteriorated or otherwise damaged, it shall promptly notify the depositor or the holder of the warehouse receipt.
Article XNUMX [The custodian's duty to remind the custodian and the right of emergency disposal] If the custodian finds that the warehoused goods are deteriorated or otherwise damaged, jeopardizing the safety and normal storage of other warehoused goods, the custodian shall urge the depositor or the warehouse receipt holder. Someone takes the necessary action.In case of emergency, the custodian may make necessary dispositions; however, the depositor or the holder of the warehouse receipt shall be promptly notified of the situation afterwards.
Article XNUMX [Withdrawal of stored goods when the storage period is not clear] If the parties do not agree on the storage period or the agreement is not clear, the depositor or the holder of the warehouse receipt may withdraw the stored goods at any time, and the custodian may also request the storage at any time. The person or the holder of the warehouse receipt can pick up the warehouse goods, but the necessary preparation time shall be given.
Article XNUMX [Withdrawal of warehousing goods upon expiration of storage period] When the storage period expires, the depositor or the holder of the warehouse receipt shall withdraw the warehouse goods with the warehouse receipt, warehousing receipt, etc.If the depositor or the holder of the warehouse receipt withdraws within the time limit, an additional storage fee shall be charged; if the deposit is withdrawn in advance, the storage fee shall not be reduced.
Article XNUMX [Withdrawal of warehoused goods overdue] If the storage period expires and the depositor or the holder of the warehouse receipt does not withdraw the warehoused goods, the custodian may urge him to withdraw within a reasonable period; Inventory storage.
Article XNUMX [The custodian's liability for damages] During the storage period, the custodian shall be liable for damages or loss of the stored goods due to improper storage.The custodian shall not be liable for compensation for the deterioration or damage of the warehoused goods due to the natural nature of the warehoused goods, the packaging does not conform to the agreement or the expiration of the effective storage period.
Article XNUMX [Applicable to Custody Contracts] If there are no provisions in this chapter, the relevant provisions of the custody contracts shall apply.
Chapter XNUMX Entrustment Contract
Article XNUMX [Definition of Entrustment Contract] An entrustment contract is a contract agreed upon by the principal and the trustee, whereby the trustee shall handle the affairs of the principal.
Article XNUMX [Delegation Authority] The principal may specifically entrust the trustee to handle one or several affairs, or may entrust the trustee to handle all affairs in general.
Article Nine hundred and twenty-one [Prepayment and Advance Payment of Entrustment Fees] The client shall prepay the fees for handling the entrusted affairs.For the necessary expenses advanced by the trustee for handling the entrusted affairs, the trustor shall repay the expenses and pay the interest.
Article Nine hundred and twenty-two [The trustee shall handle the entrusted affairs according to the instructions of the principal] The trustee shall handle the entrusted affairs according to the instructions of the principal.If it is necessary to change the instructions of the client, the consent of the client shall be obtained; if it is difficult to get in touch with the client due to the emergency, the trustee shall properly handle the entrusted affairs, but shall report the situation to the client in a timely manner afterwards.
Article XNUMX [The trustee handles the entrusted affairs in person] The trustee shall handle the entrusted affairs in person.With the consent of the principal, the trustee may sub-entrust.If the sub-entrustment is approved or ratified, the principal may directly instruct the sub-entrusted third party on the entrusted affairs, and the trustee is only responsible for the selection of the third party and the instructions to the third party.If the sub-entrustment is not approved or ratified, the trustee shall be liable for the actions of the third party who is sub-entrusted; however, in an emergency, the trustee needs to sub-entrust the third party in order to safeguard the interests of the client.
Article Nine hundred and twenty-four [Reporting obligations of the trustee] The trustee shall report the handling of the entrusted affairs according to the requirements of the trustor.When the entrustment contract is terminated, the trustee shall report the result of the entrusted affairs.
Article Nine hundred and twenty-five [The right to intervene by the client] The trustee concludes a contract with a third party in his own name and within the scope of the client's authorization, and the third party knows when the contract is concluded between the trustee and the client. If there is an agency relationship, the contract directly binds the principal and the third party; however, unless there is definite evidence that the contract only binds the trustee and the third party.
Article Nine hundred and twenty-six [The client's rights to the third party and the third party's right to choose] When the trustee concludes a contract with a third party in his own name, the third party does not know the relationship between the trustee and the client. In the case of agency relationship, the trustee fails to perform its obligations to the client due to the third party, and the trustee shall disclose the third party to the client, so that the client can exercise the trustee's rights to the third party.However, when the third party concludes the contract with the trustee, if he knows the trustor, he will not conclude the contract.
The trustee fails to perform its obligations to the third party due to the client's reasons, and the trustee shall disclose the client to the third party, so that the third party can choose the trustee or the client as the counterparty to claim its rights, but the third party may not change the election. relative person.
If the client exercises the trustee's rights against the third party, the third party may claim its defense against the trustee to the client.If the third party selects the client as its counterpart, the client may assert to the third party its defense against the trustee and the trustee's defense against the third party.
Article Nine hundred and twenty-seven [Transfer of interests by the trustee] The property obtained by the trustee in handling the entrusted affairs shall be handed over to the trustor.
Article Nine hundred and twenty-eight [The client pays remuneration] When the entrusted person completes the entrusted affairs, the client shall pay him the remuneration according to the agreement.
If the entrustment contract is rescinded or the entrustment affairs cannot be completed due to reasons not attributable to the trustee, the trustor shall pay the trustee corresponding remuneration.The parties have agreed otherwise, in accordance with its agreement.
Article Nine hundred and twenty-nine [The trustee's compensation liability] In a paid entrustment contract, if the trustee's fault causes the loss of the trustee, the trustor may request compensation for the loss.In a gratuitous entrustment contract, if the principal's loss is caused by the agent's intentional or gross negligence, the principal may request compensation for the loss.
If the trustee exceeds the authority and causes losses to the principal, the loss shall be compensated.
Article XNUMX [Compensation Liability of the Client] When the entrusted person handles the entrusted affairs and suffers losses due to reasons that are not attributable to himself, he may request compensation from the client for the losses.
Article Nine hundred and thirty-one [The principal entrusts another person to handle affairs] The principal may, with the consent of the principal, entrust a third party other than the principal to handle the entrusted affairs.Therefore, if losses are caused to the trustee, the trustee may request compensation for the losses from the trustor.
Article Nine hundred and thirty-two [Joint Entrustment] If two or more trustees jointly handle the entrusted affairs, they shall be jointly and severally liable to the trustors.
Article Nine hundred and thirty-three [Revocation of Entrustment Contract] The client or the trustee may rescind the entrustment contract at any time.If the other party's losses are caused by the termination of the contract, except for the reasons not attributable to the party, the party rescinding the gratuitous entrustment contract shall compensate for the direct losses caused by the improper termination time, and the party rescinding the paid entrustment contract shall compensate the other party for the direct losses and the contract. The benefits that can be obtained after performance.
Article Nine hundred and thirty-four [Termination of Entrustment Contract] The entrustment contract shall be terminated if the principal dies, terminates, or the entrusted person dies, loses capacity for civil conduct, or terminates; however, unless the parties have agreed otherwise or it is not appropriate to terminate due to the nature of the entrusted affairs .
Article Nine hundred and thirty-five [The trustee continues to handle the entrusted affairs] If the termination of the entrustment contract will damage the interests of the trustor due to the death of the trustor or the declaration of bankruptcy or dissolution, the trustee's heir, estate administrator or liquidator shall bear the responsibility. Before entrusting the affairs, the trustee shall continue to handle the entrusted affairs.
Article Nine hundred and thirty-six [Obligations of the trustee's heirs, etc.] If the trustee dies, loses capacity for civil conduct, or is declared bankrupt or dissolved, resulting in the termination of the entrustment contract, the trustee's heir, estate administrator, or legal representative Or the liquidator shall promptly notify the client.If the termination of the entrustment contract will damage the interests of the client, the heir, the administrator of the estate, the legal representative or the liquidator of the trustee shall take necessary measures before the client makes the aftermath.
Chapter XNUMX Property Service Contract
Article Nine hundred and thirty-seven [Definition of property service contract] A property service contract is a property service provider providing property owners with property services such as maintenance and maintenance of buildings and their ancillary facilities, environmental sanitation and related order management and maintenance within the property service area. , The owner pays the property fee contract.
Property service providers include property service companies and other managers.
Article Nine hundred and thirty-eight [Content and form of property service contract] The content of a property service contract generally includes service items, service quality, service fee standards and collection methods, use of maintenance funds, management and use of service rooms, service terms, terms of service delivery, etc.
The service commitments made publicly by the property service providers in favor of the owners are an integral part of the property service contracts.
The property service contract shall be in written form.
Article XNUMX [Validity of Property Service Contracts] The preliminary property service contracts concluded between the construction unit and the property service providers in accordance with the law, and the property service contracts concluded by the owners' committee and the property service providers legally selected by the owners' meeting, shall have the right to the owners. Legally binding.
Article Nine hundred and forty [Statutory Termination Conditions of Preliminary Property Service Contract] Before the expiration of the service period stipulated in the preliminary property service contract concluded between the construction unit and the property service provider in accordance with the law, the property service contract concluded by the owner's committee or the property owner and the new property service provider shall take effect. , the previous property service contract is terminated.
Nine hundred and forty-one [Conditions and Restrictive Clauses for Submission of Property Services] Where a property service provider entrusts some special service matters within the property service area to a professional service organization or other third party, it shall The service matters are the responsibility of the owner.
A property service provider shall not entrust all the property services that it should provide to a third party, or dismantle all the property services and sub-entrust it to a third party respectively.
Article Nine hundred and forty-two [General Obligations of Property Service Providers] The property service provider shall, in accordance with the agreement and the nature of the use of the property, properly repair, maintain, clean, green, and operate and manage the common parts of the property owners within the property service area, and maintain property services. The basic order in the area, take reasonable measures to protect the owner's personal and property safety.
For behaviors that violate relevant laws and regulations on public security, environmental protection, fire protection, etc. in the property service area, the property service provider shall take reasonable measures to stop it, report to the relevant administrative department, and assist in handling.
Article Nine hundred and forty-three [Obligation to Disclose Information of Property Service Providers] The property service provider shall regularly report the service matters, responsible personnel, quality requirements, charging items, charging standards, performance, and the use of maintenance funds, and the owner's shared part. The operation and income situation shall be disclosed to the owners in a reasonable manner and reported to the owners' meeting and the owners' committee.
Article Nine hundred and forty-four [Obligation of Owner to Pay Property Fee] The owner shall pay the property fee 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 the property fee on the grounds that he has not accepted or does not need to accept the relevant property services.
If the owner violates the agreement and fails to pay the property fee within the time limit, the property service provider may urge him to pay within a reasonable time limit; if the payment is still not made within the reasonable time limit, the property service provider may file a lawsuit or apply for arbitration.
The property service provider shall not urge the payment of property fees by means of stopping the power supply, water supply, heat supply, gas supply, etc.
Article Nine hundred and forty-fifth [Obligation of the owner to inform and assist] If the owner is decorating and renovating the house, he shall notify the property service provider in advance, abide by the reasonable precautions prompted by the property service provider, and cooperate with him to conduct necessary on-site inspections.
If the owner transfers or leases the exclusive part of the property, establishes the right of residence, or changes the use of the common part according to law, he shall promptly inform the property service provider of the relevant situation.
Article Nine hundred and forty-six [Right to Arbitrarily Rescind the Owner's Contract] If the owner jointly decides to dismiss the property service provider in accordance with legal procedures, the property service contract may be terminated.If it is decided to dismiss, the property service provider shall be notified in writing XNUMX days in advance, unless the contract stipulates otherwise on 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, except for reasons not attributable to the owner.
Article Nine hundred and forty-seven [Renewal of Property Service Contract] Before the expiration of the property service term, if the owners jointly decide to renew the employment according to law, they shall renew the property service contract with the original property service provider before the expiration of the contract term.
Before the expiration of the property service period, if the property service provider does not agree to renew the employment, it shall notify the owner or the owner's committee in writing XNUMX days before the expiration of the contract period, unless the contract stipulates otherwise on the notice period.
Article Nine hundred and forty-eight [Irregular property service contract] After the property service period expires, the owner does not make a decision to renew or hire another property service provider in accordance with the law, and the property service provider continues to provide property services, the original property service contract continues to be valid, However, the service period is irregular.
The parties may terminate the indefinite property service contract at any time, but they shall notify the other party in writing XNUMX days in advance.
Article Nine hundred and forty-nine [Transfer Obligations and Legal Responsibilities of Property Service Providers] When the property service contract is terminated, the original property service provider shall withdraw from the property service area within the agreed time limit or within a reasonable time limit, and transfer the property service room, related facilities, The relevant materials necessary for the property service shall be returned to the owners' committee, the owner who decides to manage it by himself or the person designated by it, cooperate with the new property service person to do the handover work, and truthfully inform the use and management of the property.
If the original property service provider violates the provisions of the preceding paragraph, it shall not request the owner to pay the property fee after the termination of the property service contract; if it causes losses to the owner, it shall compensate the loss.
Article XNUMX [Post-contract obligations of the property service provider] After the property service contract is terminated, the original property service provider shall continue to handle the property before the owner or the new property service provider selected by the owners' meeting or the owner who decides to manage the property by himself takes over. Service matters, and can request the owner to pay the property fee for the period.
Chapter XNUMX Disciplinary Contract
Article Nine hundred and fifty-one [definition of brokerage contract] A brokerage contract is a contract whereby the broker engages in trade activities for the client in his own name, and the client pays remuneration.
Article Nine hundred and fifty-two [Obligation of the broker to bear the expenses] The broker's expenses for handling the entrusted affairs shall be borne by the broker, unless otherwise agreed by the parties.
Article Nine hundred and fifty-three [Obligation of Custody of the Broker] If the broker possesses the entrusted object, it shall properly keep the entrusted object.
Article Nine hundred and fifty-four [Obligation of the broker to dispose of the entrusted object] If the entrusted object is defective or perishable or deteriorated when it is delivered to the broker, the broker may dispose of the thing with the consent of the entrusting agent; If the person gets in touch in a timely manner, the broker may take reasonable punishment.
Article Nine hundred and fifty-five [Obligation of the broker to buy and sell at the price specified by the client] If the broker sells at a price lower than the price specified by the client or buys at a price higher than the price specified by the client, the consent of the client shall be obtained; If the broker compensates the difference without the consent of the client, the transaction will be effective for the client.
If the broker sells at a price higher than the price specified by the client or buys at a price lower than the price specified by the client, the broker may increase the remuneration according to the agreement; determined, the interest belongs to the principal.
If the client has a special instruction on the price, the broker shall not sell or buy in violation of the instruction.
Article Nine hundred and fifty-six [Broker's Intervention Right] When a broker sells or buys commodities with market prices, unless the client expresses the opposite intention, the broker can act as the buyer or sell it. people.
If the broker falls under the circumstances specified in the preceding paragraph, it may still request the client to pay remuneration.
Article Nine hundred and fifty-seven [The client receives, retrieves and disposes of the entrusted object in a timely manner, and the agent deposits the entrusted object] If the agent purchases the entrusted object as agreed, the client shall receive it in a timely manner.If the client refuses to accept it without justifiable reasons after being urged by the broker, the broker may deposit the entrusted object according to law.
If the entrusted object cannot be sold or the consignor withdraws from the sale, and the agent does not retrieve or dispose of the entrusted object after being urged by the broker, the broker may deposit the entrusted object in accordance with the law.
Article Nine hundred and fifty-eight [Direct performance obligations of brokers] Where a broker concludes a contract with a third party, the broker directly enjoys rights and assumes obligations in the contract.
If a third party fails to perform its obligations and causes damage to the client, the broker shall be liable for compensation, unless the broker and the client have agreed otherwise.
Article Nine hundred and fifty-nine [Broker's Right to Claim Remuneration and Lien] If the broker completes or partially completes the entrusted affairs, the entruster shall pay him the corresponding remuneration.If the client fails to pay the remuneration within the time limit, the broker shall have a lien on the entrusted object, unless otherwise agreed by the parties.
Article Nine hundred and sixty [Refer to the applicable entrustment contract] If there is no provision in this chapter, the relevant provisions of the entrustment contract shall be applied by reference.
Chapter XNUMX Intermediary Contract
Article Nine hundred and sixty-one [definition of intermediary contract] 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 the conclusion of the contract, and the client pays remuneration.
Article Nine hundred and sixty-two [Intermediary Reporting Obligations] The intermediary shall truthfully report matters concerning the conclusion of the contract to the client.
If the intermediary intentionally conceals important facts related to the conclusion of the contract or provides false information, which damages the interests of the client, it shall not request payment of remuneration and shall be liable for compensation.
Article Nine hundred and sixty-three [Intermediary Remuneration Claim] If the intermediary facilitates the establishment of the contract, the client shall pay the remuneration as agreed.If there is no agreement on the remuneration of the intermediary or the agreement is not clear, and it cannot be determined according to the provisions of Article XNUMX of this Law, it shall be reasonably determined according to the labor services of the intermediary.If the contract is established because the intermediary provides the intermediary service for the conclusion 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 cost of intermediary activities shall be borne by the intermediary.
Article Nine hundred and sixty-four [Intermediary's Right to Claim Necessary Expenses] If the intermediary fails to facilitate the establishment of the contract, it shall not request payment of remuneration; however, it may request the principal to pay the necessary expenses for engaging in intermediary activities according to the agreement.
Article Nine hundred and sixty-five [Consequences of the client concluding a contract with a third party in private] After accepting the services of the intermediary, the client shall use the trading opportunities or intermediary services provided by the intermediary to directly conclude a contract without the intermediary, and shall Pay intermediaries.
Article Nine hundred and sixty-six [Refer to the applicable entrustment contract] If there is no provision in this chapter, the relevant provisions of the entrustment contract shall be applied by reference.
Chapter XNUMX Partnership Contract
Article Nine hundred and sixty-seven [Definition of Partnership Contract] A partnership contract is an agreement concluded by two or more partners to share benefits and risks for common business purposes.
Article Nine hundred and sixty-eight [Partners perform capital contribution obligations] Partners shall perform their capital contribution obligations in accordance with the agreed capital contribution method, amount and payment period.
Article Nine hundred and sixty-nine [Partnership property] The capital contribution of the partners, the income and other property legally obtained from the partnership affairs, shall belong to the partnership property.
Before the termination of the partnership contract, the partners may not request to divide the partnership property.
Article Nine hundred and seventy [Execution of Partnership Affairs] Where partners make decisions on partnership affairs, unless otherwise stipulated in the partnership contract, the unanimous consent of all partners shall be obtained.
Partnership affairs are jointly performed by all partners.According to the agreement of the partnership contract or the decision of all the partners, one or more partners may be entrusted to execute the partnership affairs; the other partners will no longer execute the partnership affairs, but have the right to supervise the execution.
If the partners execute partnership affairs separately, the executive partner may raise objections to the affairs executed by other partners; after raising objections, the other partners shall suspend the execution of the affairs.
Article Nine hundred and seventy-one [Remuneration for executing partnership affairs] A partner shall not request payment of remuneration for the execution of partnership affairs, except as otherwise stipulated in the partnership contract.
Article Nine hundred and seventy-two [Partnership's profit distribution and loss sharing] The partnership's profit distribution and loss sharing shall be handled in accordance with the stipulations of 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; , the partners shall distribute and share according to the paid-in capital contribution ratio; if the capital contribution ratio cannot be determined, the partners shall equally distribute and share.
Article XNUMX [Joint and several liability of partners and right of recourse] Partners shall be jointly and severally liable for partnership debts.A partner who pays off the partnership debts in excess of the share he should bear shall have the right to seek repayment from other partners.
Article Nine hundred and seventy-four [Partners transfer their share of property] Unless otherwise stipulated in the partnership contract, if a partner transfers all or part of his property share to a person other than the partner, the unanimous consent of the other partners must be obtained.
Article Nine hundred and seventy-five [Partners' Rights Subrogation] A partner's creditor shall not subrogate to exercise the rights enjoyed by the partner in accordance with the provisions of this chapter and in the partnership contract, except for the right to request the distribution of benefits enjoyed by the partner.
Article Nine hundred and seventy-six [Partnership period] If the partners have not agreed on the partnership period or the agreement is not clear, and cannot be determined according to the provisions of Article XNUMX of this Law, it shall be regarded as an indefinite partnership.
When the partnership term expires, the partners continue to execute the partnership affairs, and if other partners do not raise objections, the original partnership contract continues to be valid, but the partnership term is indefinite.
A partner may terminate the indefinite partnership contract at any time, but shall notify other partners before a reasonable period of time.
Article Nine hundred and seventy-seven [Termination of Partnership Contract] Where a partner dies, loses capacity for civil conduct, or terminates, the partnership contract shall be terminated; however, unless it is otherwise stipulated in the partnership contract or it is inappropriate to terminate due to the nature of the partnership affairs.
Article Nine hundred and seventy-eight [Order of Distribution of Residual Property of Partnership] After the partnership contract is terminated, if there is any remaining partnership property after payment of expenses arising from the termination and repayment of partnership debts, the provisions of Article XNUMX of this Law shall apply. to allocate.
Third Division Approved Contract
Chapter XNUMX Management Without Reason
Article Nine hundred and seventy-ninth [definition of management without cause] If the administrator has no statutory or agreed obligation, 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 affairs; If people suffer losses due to management affairs, they may request the beneficiaries to make appropriate compensation.
If the management affairs do not conform to the true will of the beneficiary, the administrator does not enjoy the rights specified in the preceding paragraph; however, unless the true will of the beneficiary violates the law or violates public order and good customs.
Article XNUMX [Applicable law when the beneficiary enjoys management interests] The management affairs of the administrator do not fall under the circumstances stipulated in the preceding article, but if the beneficiary enjoys the management interest, the beneficiary shall undertake the preceding article to the administrator within the scope of the interests obtained. the obligations set out in paragraph XNUMX.
Article Nine hundred and eighty-one [Administrator's Obligations of Appropriate Management] When the administrator manages the affairs of others, it shall adopt methods that are beneficial to the beneficiaries.If the interruption of management is unfavorable to the beneficiary, it shall not be interrupted without justifiable reasons.
Article Nine hundred and eighty-two [Administrator Notification Obligation] If the administrator manages the affairs of others and can notify the beneficiary, it shall promptly notify the beneficiary.If the affairs of management do not need to be handled urgently, the instructions of the beneficiary shall be awaited.
Article Nine hundred and eighty-three [Administrator's reporting and delivery obligations] After the management is over, the administrator shall report the management affairs to the beneficiary.The property obtained by the administrator in the management of affairs shall be handed over to the beneficiary in a timely manner.
Article Nine hundred and eighty-four [Legal effects of ratification by beneficiaries] If the management affairs of the administrator are ratified by the beneficiaries afterwards, the relevant provisions of the entrustment contract shall apply from the time when the management affairs begin, unless the administrator expresses his intentions otherwise.
Chapter XNUMX Unjust enrichment
Article Nine hundred and eighty-fifth [Definition of Unjust Enrichment] Where the beneficiary has no legal basis to obtain improper benefits, the person who suffers losses may request the beneficiary to return the benefits, except in one of the following circumstances:
(XNUMX) Payments made for the performance of moral obligations;
(XNUMX) Repayment before the maturity of the debt;
(XNUMX) Repayment of debts with the knowledge that there is no obligation to pay.
Article Nine hundred and eighty-six [Exemption from the obligation to return the beneficiary in good faith] 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, the beneficiary shall not be obliged to return the benefit.
Article Nine hundred and eighty-seven [Obligation to return the beneficiary in bad faith] If the beneficiary knows or should know that the benefits obtained have no legal basis, the person who suffers losses may request the beneficiary to return the benefits and compensate for the losses according to law.
Article Nine hundred and eighty-eight [Obligation to return the third party] Where the beneficiary has transferred the benefits obtained to a third party for free, the person who suffers losses may request the third party to undertake the obligation of return within the corresponding scope.
Title IV Personality Rights
Chapter XNUMX General Provisions
Article Nine hundred and eighty-nine [Scope of Adjustment of Personality Rights Section] This section adjusts the civil relations arising from the enjoyment and protection of personality rights.
Article XNUMX [Definition of Personality Rights] Personality rights are the rights of life, body, health, name, name, portrait, reputation, honor, privacy and other rights enjoyed by civil subjects.
In addition to the personality rights specified in the preceding paragraph, natural persons enjoy other personality rights and interests based on personal freedom and personal dignity.
Article Nine hundred and ninety-one [The personality rights of civil subjects are not infringed] The personality rights of civil subjects are protected by law, and no organization or individual may infringe.
Article Nine hundred and ninety-two [Prohibition of Personality Rights] Personality rights may not be abandoned, transferred or inherited.
Article Nine hundred and ninety-three [Permitted Use of Personality Marks] Civil subjects may permit others to use their own names, titles, portraits, etc., except those that are not permitted according to legal provisions or their nature.
Article XNUMX [Protection of Personal Interests of the Deceased] If the name, portrait, reputation, honor, privacy, remains, etc. of the deceased are violated, the spouse, children, and parents have the right to request the perpetrator to bear civil liability according to law; the deceased has no spouse , children and their parents have died, other close relatives have the right to request the perpetrator to bear civil liability according to law.
Article Nine hundred and ninety-five [Right to Request for Personality Rights] Where personality rights are violated, 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 stop infringement, remove obstacles, eliminate danger, eliminate influence, restore reputation, and make an apology.
Article Nine hundred and ninety-six [Agglomeration of Claims for Compensation for Mental Damage] Due to the breach of contract of one party, the personality rights of the other party are damaged and serious mental damage is caused, and if the injured party chooses to request it to bear the responsibility for breach of contract, it does not affect the spirit of the injured party's request. penalty for damages.
Article Nine hundred and ninety-seven [Prohibition of Personality Rights Acts] If a civil subject has evidence to prove that the perpetrator is committing or is about to commit an illegal act infringing on his personality right, and failing to stop it in time will cause irreparable damage to his legitimate rights and interests, he has the right to Apply to the people's court in accordance with the law to take measures to order the perpetrator to stop the relevant behavior.
Article Nine hundred and ninety-eight [Main factors to be considered in the determination of personality tort liability] When determining that the perpetrator bears civil liability for infringing on personality rights other than the right to life, the right to the body, and the right to health, consideration shall be given to the occupation, The scope of influence, the degree of fault, as well as the purpose, method, consequences and other factors of the behavior.
Article Nine hundred and ninety-nine [Rational Use of Personality Rights] Where news reports, public opinion supervision, etc. are carried out for the public interest, the name, title, portrait, personal information, etc. of the civil subject may be reasonably used; shall bear civil liability in accordance with the law.
Article XNUMX [Assumption of Civil Liability for Elimination of Influence, Restoration of Reputation, Apology, etc.] Where an actor undertakes civil liability for elimination of influence, restoration of reputation, apology, etc. due to infringement of personality rights, it shall be determined in accordance with the specific method of the behavior and the scope of influence caused quite.
Where the perpetrator refuses to assume the civil liability as prescribed in the preceding paragraph, the people's court may take measures such as publishing an announcement on newspapers, the Internet and other media or publishing effective judgment documents, etc., and the costs incurred shall be borne by the perpetrator.
Article XNUMX [Law Application of Identity Rights] The protection of the identity rights of natural persons arising from marriage and family relations shall be governed by the relevant provisions of Parts XNUMX and XNUMX of this Law and other laws; Its nature refers to the relevant provisions on the protection of personality rights in this part.
CHAPTER II RIGHT TO LIFE, BODY AND HEALTH
Article XNUMX [Right to Life] A natural person enjoys the right to life.The safety and dignity of life of natural persons shall be protected by law.No organization or individual may infringe upon the right to life of others.
Article XNUMX [Right of Body] A natural person enjoys the right of body.The physical integrity and freedom of movement of natural persons are protected by law.No organization or individual may infringe upon the physical rights of others.
Article XNUMX [Right to Health] 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 upon the right to health of others.
Article XNUMX [Statutory Rescue Obligations] Where a natural person's rights to life, body, and health are infringed, or are in other critical situations, organizations or individuals with statutory rescue obligations shall provide rescue in a timely manner.
Article XNUMX [Human body donation] Persons with full capacity for civil conduct have the right to make their own decision to donate their human cells, human tissues, human organs, and remains in accordance with the law.No organization or individual may force, deceive, or induce donations.
If a person with full capacity for civil conduct agrees to donate in accordance with the provisions of the preceding paragraph, it shall be in writing, and a will may also be made.
If the natural person did not agree to donate before he died, after the death of the natural person, his spouse, adult children, and parents can jointly decide to donate, and the decision to donate should be in writing.
Article XNUMX [Prohibition of Human Body Trading] It is prohibited to buy or sell human cells, human tissues, human organs, or remains in any form.
Transactions in violation of the preceding paragraph are invalid.
Article XNUMX [Human Clinical Trials] If it is necessary to conduct clinical trials in order to develop new drugs, medical devices, or new prevention and treatment methods, it shall be approved by the relevant competent department in accordance with the law and approved by the ethics committee. Or the guardian of the subject informs the details of the purpose, use and possible risks of the trial, and obtains their written consent.
For clinical trials, no trial fees shall be charged to the subjects.
Article XNUMX [Obligations when engaging in medical and scientific research activities related to human genes, human embryos, etc.] Those engaged in medical and scientific research activities related to human genes, human embryos, etc. shall abide by laws, administrative regulations and relevant state regulations. It must not endanger human health, violate ethics, or harm public interests.
Article XNUMX [Sexual harassment] Where sexual harassment is performed against others by means of words, text, images, physical behavior, etc. against the will of others, the victim has the right to request the perpetrator to bear civil liability according to law.
Organs, enterprises, schools and other units shall take reasonable measures such as prevention, acceptance of complaints, investigation and disposal, etc., to prevent and stop the use of power and affiliation to carry out sexual harassment.
Article XNUMX [Infringement on freedom of movement and illegal body search] Where the freedom of movement of others is deprived or restricted by means of illegal detention, or the body of others is illegally searched, the victim has the right to request the perpetrator to bear civil liability according to law.
Chapter III Name Right and Name Right
Article XNUMX [Right to Name] A natural person has the right to a name, and has the right to decide, use, change or permit others to use his name in accordance with the law, but must not violate public order and good customs.
Article XNUMX [Name Right] Legal persons and unincorporated organizations have the right to name, and have the right to decide, use, change, transfer or permit others to use their name according to law.
Article XNUMX [The right to name or name shall not be illegally infringed] No organization or individual may infringe upon another's right to name or name by means of interference, misappropriation, or counterfeiting.
Article XNUMX [Choose Surname for a Natural Person] A natural person shall follow his father's or mother's surname, but under any of the following circumstances, a surname may be chosen in addition to the father's and mother's surname:
(XNUMX) Select the surname of the blood relatives of other immediate elders;
(XNUMX) The surname of the supporter is chosen because it is supported by someone other than the legal supporter;
(XNUMX) There are other legitimate reasons that do not violate public order and good customs.
The surnames of natural persons of ethnic minorities may follow the cultural traditions and customs of their own ethnic groups.
Article XNUMX [The registration of names and titles and their changes do not affect the validity of previous civil legal acts] Where a natural person decides or changes his name, or a legal person or an unincorporated organization decides, changes or transfers his name, he shall report to the relevant authorities in accordance with the law. Go through the registration formalities, unless otherwise provided by law.
If a civil subject changes his or her name, the civil juristic act implemented before the change is legally binding on him.
Article XNUMX [Protection of pseudonyms, stage names, etc.] Pseudonyms, stage names, net names, translated names, font sizes, names and abbreviations of names, etc., which have a certain social reputation and are used by others enough to cause public confusion, refer to the applicable names relevant provisions on the protection of rights and name rights.
Chapter IV Portrait Rights
Article XNUMX [Portrait Right] A natural person has the right to portrait, and has the right to make, use, publish or permit others to use his portrait in accordance with the law.
A portrait is an identifiable external image of a specific natural person reflected on a certain carrier by means of video, sculpture, painting, etc.
Article XNUMX [Negative Powers of Portrait Rights] No organization or individual may infringe on the portrait rights of others by smearing, defacing, or using information technology means to forge.Without the consent of the owner of the portrait right, the portrait of the owner of the portrait right shall not be produced, used or published, except as otherwise provided by the law.
Without the consent of the owner of the portrait right, the owner of the portrait work shall not use or publicize the portrait of the owner of the portrait right by publishing, copying, distributing, renting, exhibiting, etc.
Article XNUMX [Reasonable use of portrait rights] The following acts may be reasonably implemented without the consent of the portrait rights holder:
(XNUMX) For personal study, art appreciation, classroom teaching or scientific research, use the public portrait of the person who has the right to portrait within the necessary scope;
(XNUMX) In order to carry out news reporting, it is inevitable to produce, use and publish the portrait of the person who has the right to portrait;
(XNUMX) In order to perform their duties in accordance with the law, state organs produce, use, and publish the portraits of persons with portrait rights within the necessary scope;
(XNUMX) In order to display a specific public environment, it is unavoidable to make, use, and publish the portrait of the person with the right to portrait;
(XNUMX) Other acts of producing, using, and disclosing the portrait of a portrait right holder in order to safeguard the public interest or the legitimate rights and interests of the portrait right holder.
Article XNUMX [Interpretation Rules for the Portrait License Use Contract] If the parties have disputes over the interpretation of the portrait use clauses in the portrait license use contract, an explanation shall be made in favor of the portrait rights holder.
Article XNUMX [Right to rescind the portrait license use contract] If the parties have not agreed on the portrait license use period or the agreement is not clear, either party may terminate the portrait license use contract at any time, but shall notify the other party before a reasonable time limit.
The parties have a clear agreement on the time limit for the license to use the portrait, and if the owner of the portrait right has a legitimate reason, the contract for the license to use the portrait may be terminated, but the other party should be notified before a reasonable time limit.If the loss of the other party is caused by the termination of the contract, the loss shall be compensated except for the reasons not attributable to the owner of the portrait right.
Article XNUMX [Applicability of Name License and Voice Protection] For the licensed use of names, etc., refer to the relevant provisions on the licensed use of portraits.
For the protection of natural persons' voices, refer to the relevant provisions on the protection of portrait rights.
Chapter V Right of Reputation and Honor
Article XNUMX [Right of Reputation] Civil subjects enjoy the right of reputation.No organization or individual may infringe on the right of reputation of others by means of insulting, slandering, etc.
Reputation is a social evaluation of the character, prestige, talent and credit of civil subjects.
Article XNUMX [Restriction of Reputation Rights] Where the perpetrator conducts news reports, public opinion supervision, etc. for the public interest, and affects the reputation of others, he shall not bear civil liability, except in one of the following circumstances:
(XNUMX) Fabricating or distorting facts;
(XNUMX) Failing to fulfill the obligation of reasonable verification of the seriously inaccurate content provided by others;
(XNUMX) Using insulting remarks to denigrate the reputation of others.
Article XNUMX [Determining Factors for Reasonable Verification Obligation] To determine whether an actor has fulfilled the reasonable verification obligation specified in Item XNUMX of the preceding article, the following factors shall be considered:
(XNUMX) The credibility of the source of the content;
(XNUMX) Whether necessary investigations have been carried out on the content that is obviously likely to cause disputes;
(XNUMX) The time limit of the content;
(XNUMX) The relevance of the content to public order and good customs;
(XNUMX) The possibility that the victim's reputation will be degraded;
(XNUMX) Verification capability and verification cost.
Article XNUMX [Works Infringing the Right of Reputation] If the literary or artistic works published by the perpetrator take real people or specific people as the description object, contain insulting or slanderous content, and infringe on the right of reputation of others, the victim has the right to request according to law The actor bears civil liability.
The literary and artistic works published by the perpetrator do not take a specific person as the description object, and only if the circumstances are similar to the specific person's situation, they shall not bear civil liability.
Article XNUMX [Remedy for Incorrect Media Report Contents Infringing the Right of Reputation] Where a civil subject has evidence to prove that the content reported by newspapers, networks and other media is inaccurate and infringes upon its right of reputation, it shall have the right to request the media to make corrections or delete it in a timely manner. and other necessary measures.
Article XNUMX [Credit Evaluation] 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.Credit appraisers shall verify in a timely manner, and if the verification is true, they shall take necessary measures in a timely manner.
Article XNUMX [Law Applicable to the Relationship between Civil Subjects and Credit Information Processors] The relationship between civil subjects and credit information processors such as credit reporting agencies shall be governed by the provisions of this Section on the protection of personal information and other laws , the relevant provisions of administrative regulations.
Article XNUMX [Right to Honor] Civil subjects enjoy the right to honor.No organization or individual may unlawfully deprive others of the honorary title, nor slander or degrade the honor of others.
If the honorary title obtained should be recorded but there is no record, the civil subject may request the record; if the record of the honorary title obtained is wrong, the civil subject may request for correction.
Chapter VI Privacy and Personal Information Protection
Article XNUMX [Privacy Rights] Natural persons have the right to privacy.No organization or individual may infringe on the privacy of others by means of spying, intrusion, disclosure, disclosure, etc.
Privacy is the tranquility of the private life of a natural person and the private space, private activities, and private information that are unwilling to be known to others.
Article XNUMX [Privacy Infringement Acts] Except as otherwise provided by law or with the express consent of the rights holder, no organization or individual may carry out the following acts:
(XNUMX) Intruding on the tranquility of the private life of others by means of phone calls, text messages, instant messaging tools, emails, leaflets, etc.;
(XNUMX) Entering, filming, and peeping at other people's residences, hotel rooms and other private spaces;
(XNUMX) Filming, peeping, eavesdropping, and publicizing the private activities of others;
(XNUMX) Photographing and peeping at the private parts of other people's bodies;
(XNUMX) Handling the private information of others;
(XNUMX) Infringe on the privacy rights of others in other ways.
Article XNUMX [Definition of Personal Information] The personal information of natural persons is 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, e-mail, health information, whereabouts information, etc.
The private information in the personal information shall be subject to the provisions on privacy rights; if there is no provision, the provisions on the protection of personal information shall apply.
Article XNUMX [Principles and Conditions of Personal Information Processing] 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:
(XNUMX) Obtain the consent of the natural person or his guardian, except as otherwise provided by laws and administrative regulations;
(XNUMX) Rules for disclosing information processing;
(XNUMX) expressly state the purpose, method and scope of processing information;

(XNUMX) It does not violate the provisions of laws, administrative regulations and the agreement of both parties.
The processing of personal information includes the collection, storage, use, processing, transmission, provision, disclosure, etc. of personal information.
Article XNUMX [Reason for Exemption from Handling Personal Information] When processing personal information, under any of the following circumstances, the perpetrator shall not bear civil liability:
(XNUMX) Acts reasonably carried out within the scope of the consent of the natural person or his guardian;
(XNUMX) Reasonably handle the information disclosed by the natural person or other information that has been legally disclosed, unless the natural person expressly refuses or the processing of the information infringes upon his significant interests;
(XNUMX) Other acts reasonably carried out in order to safeguard the public interest or the legitimate rights and interests of the natural person.
Article XNUMX [Rights of Personal Information Subjects] Natural persons may consult or copy their personal information from information processors in accordance with the law; if any errors are found in the information, they have the right to raise objections and request necessary measures such as corrections to be taken in a timely manner.
If a natural person finds that an information processor violates the provisions of laws, administrative regulations or the agreement of both parties to handle his personal information, he has the right to request the information processor to delete it in a timely manner.
Article XNUMX [Information processor's obligation to ensure information security] An information processor shall not disclose or tamper with the personal information it collects and stores; Except where a specific individual cannot be identified and cannot be recovered.
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, or loss; where personal information leakage, tampering, or loss occurs or may occur, remedial measures shall be taken in a timely manner, and follow Provisions are made to inform natural persons and report to the relevant competent authorities.
Article XNUMX [State Organs, Statutory Institutions Undertaking Administrative Functions and Their Staff Confidentiality Obligations] State organs, statutory institutions undertaking administrative functions and their staff members shall have information on the privacy and confidentiality of natural persons that they know in the course of performing their duties. Personal information shall be kept confidential and shall not be disclosed or illegally provided to others.Title XNUMX Marriage and Family
Chapter XNUMX General Provisions
Article XNUMX [Adjustment Scope of Marriage and Family Section] This section adjusts civil relations arising from marriage and family.
Article XNUMX [Basic Principles] 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 XNUMX [Prohibition of Marriage and Family] Arranged marriages, buying and selling marriages and other acts that interfere with the freedom of marriage are prohibited.It is forbidden to ask for property through marriage.
Bigamy is forbidden.People who are married are forbidden to live with others.
Domestic violence is prohibited.Abuse and abandonment among family members is prohibited.
Article XNUMX [Promotional Provisions on Marriage and Family] Families shall establish a good family style, promote family virtues, and attach importance to the construction of family civilization.
Husbands and wives should be loyal to each other, respect each other, and love each other; family members should respect the old and love the young, help each other, and maintain an equal, harmonious and civilized marriage and family relationship.
Article XNUMX [Basic Principles of Adoption] Adoption shall follow the principle that is most beneficial to the adoptee, and protect the lawful rights and interests of the adoptee and the adopter.
The sale and purchase of minors in the name of adoption is prohibited.
Article XNUMX [Relatives, close relatives and family members] Relatives include spouses, blood relatives and in-laws.
Spouse, parents, children, siblings, grandparents, grandparents, grandchildren, and grandchildren are close relatives.
Spouse, parents, children and other close relatives living together are family members.
Chapter XNUMX Marriage
Article XNUMX [Marriage voluntarily] The marriage shall be completely voluntary by both the man and the woman, and it is prohibited for either party to force the other, or any organization or individual to interfere.
Article XNUMX [Legal Age of Marriage] The age of marriage shall not be earlier than twenty-two for men and twenty-two for women.
Article One thousand and forty-eight [Circumstances where marriage is prohibited] Marriage of lineal blood relatives or collateral blood relatives within three generations is prohibited.
Article XNUMX [Marriage Registration] Both men and women who wish to marry shall apply for marriage registration at the marriage registration authority in person.Those who comply with the provisions of this law shall be registered and a marriage certificate shall be issued.The completion of the marriage registration means the establishment of the marriage relationship.If the marriage registration has not been completed, the registration shall be made up.
Article XNUMX After marriage is registered, the woman can become a member of the man's family, and the man can become a member of the woman's family.
Article XNUMX [Circumstances of Invalid Marriage] In any of the following circumstances, the marriage shall be invalid:
(XNUMX) Bigamy;
(XNUMX) There is a kinship relationship that prohibits marriage;
(XNUMX) Not reaching the legal age for marriage.
Article XNUMX [Coerced marriage] In the case of a coerced marriage, the coerced party may request the people's court to revoke the marriage.
A request for annulment of marriage shall be filed within one year from the date of termination of the coercive act.
Where a party whose personal freedom has been illegally restricted requests to revoke the marriage, it shall be filed within one year from the date of restoration of personal freedom.
Article XNUMX [Cancellable Marriage Concealing Illness] If one party suffers from a serious disease, it shall truthfully inform the other party before marriage registration; if it is not informed, the other party may request the people's court to revoke the marriage.
A request for revocation of a marriage shall be filed within one year from the date when the cause of the revocation is known or should be known.
Article XNUMX [Legal Consequences of Invalidation and Revocation of Marriage] An invalid or revoked marriage is not legally binding from the beginning, and the parties do not have the rights and obligations of husband and wife.The property acquired during the cohabitation period shall be dealt with by the parties; if the agreement fails, the people's court shall make a judgment based on the principle of taking care of the innocent party.The property disposal of invalid marriages caused by bigamy shall not infringe upon the property rights and interests of parties to legal marriages.The provisions of this Law concerning parents and children shall apply to the children born to the parties.
If the marriage is invalid or revoked, the innocent party has the right to claim damages.
Chapter XNUMX Family Relations
The first couple relationship
Article XNUMX [Equal Status of Husband and Wife] Husband and wife have equal status in marriage and family.
Article XNUMX [Right to Name of Husband and Wife] Both husband and wife have the right to use their own names.
Article XNUMX [Freedom of Husband and Wife to Participate in Various Activities] 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.
Article XNUMX [Equal rights and obligations of husband and wife to raise, educate and protect children] Both husband and wife shall equally enjoy the right to raise, educate and protect minor children, and jointly undertake the obligations to support, educate and protect minor children .
Article XNUMX [Obligation of Husband and Wife to Support Mutual Support] Husband and wife have the obligation to support each other.
The party in need of maintenance has the right to demand the payment of maintenance fees when the other party fails to perform the maintenance obligations.
Article XNUMX [Right of agency in daily family affairs] A civil legal act performed by one of the spouses due to the needs of the daily life of the family shall be effective for both spouses, unless otherwise agreed upon by one of the spouses and the counterparty.
The limitation between husband and wife on the scope of civil legal acts that one party can implement shall not be against the bona fide counterparty.
Article XNUMX [Mutual Inheritance Right of Husband and Wife] Husband and wife have the right to inherit inheritance from each other.
Article XNUMX [Common property of husband and wife] The following property acquired by the husband and wife during the existence of the marriage relationship shall be the joint property of the husband and wife and shall be jointly owned by the husband and wife:
(XNUMX) Wages, bonuses and labor remuneration;
(XNUMX) Income from production, operation and investment;
(XNUMX) the benefits of intellectual property rights;
(XNUMX) Inherited or donated property, except as provided in Item XNUMX of Article XNUMX of this Law;
(XNUMX) Other properties that should be jointly owned.
Husbands and wives have equal rights to deal with common property.
Article XNUMX [Personal Property of Husband and Wife] The following property shall be the personal property of one spouse:
(XNUMX) Premarital property of one party;
(XNUMX) Compensation or compensation received by one party for personal injury;
(XNUMX) Property determined in the will or gift contract to belong to only one party;
(XNUMX) Daily necessities for the exclusive use of one party;
(XNUMX) Other properties that should belong to one party.
Article XNUMX [Joint Debts of Husband and Wife] Debts borne by both husband and wife jointly signed by the husband and wife or by one of the husband and wife after the fact that they express their common will, and the debts borne by one husband and wife for the daily needs of the family in his own name during the existence of the marriage relationship. Debt is a joint debt of husband and wife.
Debts borne by one spouse in their own name beyond the daily needs of the family during the marriage relationship are not considered joint debts of the husband and wife; however, the creditor can prove that the debt is used for the joint life, production and operation of the husband and wife, or is based on the common will of the husband and wife. except.
Article XNUMX [Marriage agreement on property system] Both men and women may agree that the property acquired during the marriage relationship and the property before marriage shall be individually owned, jointly owned or partially owned separately or partially owned jointly.The agreement shall be made in writing.If there is no agreement or the agreement is not clear, the provisions of Articles XNUMX and XNUMX of this Law shall apply.
The agreement between husband and wife on the property acquired during the marriage relationship and the property before marriage shall be legally binding on both parties.
The husband and wife agree that the property acquired during the marriage relationship shall be owned by each other, and the debts borne by the husband or wife to the outside world, if the counterparty knows the agreement, shall be paid off with the personal property of the husband or wife.
Article XNUMX [Division of the Common Property of Husband and Wife During the Subsistence of the Marriage Relationship] During the subsistence of the marital relationship, under any of the following circumstances, one of the husband and wife may apply to the people's court for the division of the common property:
(XNUMX) One party has concealed, transferred, sold, damaged, squandered the joint property of the husband and wife, or forged joint debts of the husband and wife, etc., which seriously damaged the interests of the joint property of the husband and wife;
(XNUMX) The person who is legally obligated to support one party suffers from a serious illness and needs medical treatment, and the other party does not agree to pay the relevant medical expenses.
Section XNUMX Parent-Child Relations and Others
Article XNUMX [Parents' Support Obligations and Children's Support Obligations] Where parents fail to fulfill their support obligations, minor children or adult children who cannot live independently have the right to require parents to pay child support.
Parents whose adult children do not perform their maintenance obligations, lack the ability to work, or have difficulties in living, have the right to require their adult children to pay alimony.
Article XNUMX [Parents' Rights and Obligations to educate and protect minor children] Parents have the rights and obligations to educate and protect minor children.Where minor children cause damage to others, the parents shall bear civil liability in accordance with the law.
Article XNUMX [Children shall respect their parents' marital rights] Children shall respect their parents' marital rights, and shall not interfere with their parents' divorce, remarriage, and life after marriage.Children's maintenance obligations to their parents are not terminated due to changes in the parents' marital relationship.
Article XNUMX [Parents and Children Mutual Inheritance Rights] Parents and children have the right to inherit inheritance from each other.
Article XNUMX [Rights of children born out of wedlock] Children born out of wedlock enjoy the same rights as children born in wedlock, and no organization or individual may harm or discriminate against them.
A biological father or biological mother who does not directly raise a child born out of wedlock shall bear the maintenance fee for the minor child or the adult child who cannot live independently.
Article XNUMX [Rights and obligations between stepparents and stepchildren] There shall be no abuse or discrimination between stepparents and stepchildren.
The relationship of rights and obligations between stepfathers or stepmothers and stepchildren who are raised and educated by them shall be governed by the provisions of this Law on the relationship between parents and children.
Article XNUMX [Law of Objection to Parent-Child Relationship] If there is an objection to the parent-child relationship and there are legitimate reasons, the father or mother may file a lawsuit with the people's court, requesting 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 XNUMX [Obligation to support and support between grandparents and grandchildren] Grandparents and grandparents who can afford it shall have the obligation to support minor grandchildren or grandchildren whose parents have died or whose parents are unable to support them.
Grandchildren and grandchildren who can afford it have the obligation to support grandparents and grandparents whose children have died or whose children are unable to support them.
Article XNUMX [Brothers and Sisters' Support Obligations] Brothers and sisters who can afford it shall have the obligation to support minor brothers and sisters whose parents have died or whose parents are unable to support them.
Brothers and sisters who can afford to be raised by their brothers and sisters have the obligation to support them who lack the ability to work and the source of life.
Chapter XNUMX Divorce
Article XNUMX [Divorce by agreement] If both husband and wife divorce voluntarily, they shall sign a written divorce agreement and apply for divorce registration at the marriage registration authority in person.
The divorce agreement shall specify the intention of both parties to divorce voluntarily and the consensus opinions on matters such as child support, property and debt disposal.
Article XNUMX [Divorce Cooling-off Period] Within XNUMX days from the date of receipt of the application for divorce registration by the marriage registration authority, if either party is unwilling to divorce, the application for divorce registration may be withdrawn from the marriage registration authority.
Within XNUMX 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 the issuance of a divorce certificate; if no application is made, the application for divorce registration shall be deemed to have been withdrawn.
Article XNUMX [Divorce Registration] If the marriage registration authority finds out that the two parties are indeed divorced voluntarily and has reached an agreement on matters such as child support, property and debt disposal, it shall register and issue a divorce certificate.
Article XNUMX [Litigation for Divorce] If one of the husband and wife requests for divorce, the relevant organization may conduct mediation or directly file a divorce lawsuit with the people's court.
When trying a divorce case, the people's court shall conduct mediation; if the relationship has indeed broken down and the mediation is invalid, the divorce shall be granted.
In one of the following circumstances, if mediation is invalid, divorce shall be granted:
(XNUMX) Bigamy or cohabitation with others;
(XNUMX) committing domestic violence or abusing or abandoning family members;
(XNUMX) Having bad habits such as gambling and drug use that persist after repeated teachings;
(XNUMX) Separated for two years due to emotional discord;
(XNUMX) Other circumstances that lead to the breakdown of the relationship between the husband and wife.
If one party is declared missing and the other party files divorce proceedings, the divorce shall be granted.
After the people's court decides not to allow divorce, if the two parties have been separated for one year, and one party files a divorce lawsuit again, the divorce shall be granted.
Article XNUMX [Date of dissolution of marriage relationship] After the divorce registration is completed, or the divorce judgment or mediation letter takes effect, the marriage relationship is dissolved.
Article XNUMX [Protection of Military Marriage] When the spouse of an active serviceman requests a divorce, the consent of the serviceman shall be obtained, unless the serviceman is at fault.
Article XNUMX [Restrictions on the right of the man to file for divorce] During the woman's pregnancy, within one year after giving birth, or within six months after the termination of pregnancy, the man may not file for divorce; however, if the woman files for divorce or the people's court considers it necessary Except for accepting the husband's request for divorce.
Article XNUMX [Remarriage Registration] After divorce, if both the man and the woman voluntarily restore the marriage relationship, they should go to the marriage registration authority to re-register the marriage.
Article XNUMX [Parent-Child Relationship After Divorce] The relationship between parents and children shall not be eliminated due to the divorce of parents.After a divorce, the children are still the children of both parents regardless of whether they are directly raised by the parent or the mother.
After divorce, parents still have the rights and obligations to raise, educate and protect their children.
After a divorce, children under the age of two shall be directly raised by their mothers.For a child who has reached the age of two, if the two parents fail to reach an agreement on the maintenance issue, 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.Where the child has reached the age of eight, his true wishes shall be respected.
Article XNUMX [Barrier of Child Support After Divorce] After divorce, if the child is directly supported by one party, the other party shall bear part or all of the child support.The amount of the cost and the length of the period shall be agreed upon by both parties; if the agreement fails, the judgment shall be made by the people's court.
The agreement or judgment stipulated in the preceding paragraph shall not prevent the child from making reasonable demands to either parent in excess of the amount originally set in the agreement or judgment when necessary.
Article XNUMX [Parents' Right to Visit] After divorce, the parent who does not directly raise the child shall have the right to visit the child, and the other party 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 fails, the judgment shall be made by the people's court.
If a parent or mother visits a child and is not conducive to the physical and mental health of the child, the people's court shall suspend the visit according to law; after the reason for the suspension disappears, the visit shall be resumed.
Article XNUMX [Disposal of the joint property of husband and wife during divorce] In the case of divorce, the joint property of husband and wife shall be dealt with by both parties; Judgment in principle on the rights and interests of the parties.
The rights and interests enjoyed by the husband or wife in the family land contract management shall be protected in accordance with the law.
Article XNUMX [Economic Compensation for Divorce] Where one spouse has more obligations due to raising children, caring for the elderly, assisting the other party in work, etc., they have the right to request compensation from the other party at the time of divorce, and the other party shall make compensation.The specific measures shall be agreed upon by both parties; if the agreement fails, a judgment shall be made by the people's court.
Article XNUMX [Repayment of Joint Debt of Husband and Wife at the Time of Divorce] At the time of divorce, the joint debt of husband and wife shall be repaid jointly.If the common property is insufficient to pay off or the property is owned by each other, the two parties shall agree to pay off; if the agreement fails, the people's court shall make a judgment.
Article XNUMX [Economic Assistance for Divorce] In the event of divorce, if one party has difficulties in living, the other party who can afford it shall provide appropriate assistance.The specific measures shall be agreed upon by both parties; if the agreement fails, a judgment shall be made by the people's court.
Article XNUMX [Compensation for Divorce Damages] Where one of the following circumstances leads to divorce, the innocent party has the right to request compensation for damages:
(XNUMX) Bigamy;
(XNUMX) cohabiting with others;
(XNUMX) committing domestic violence;
(XNUMX) Abusing or abandoning family members;
(XNUMX) There are other major faults.
Article XNUMX [Legal Consequences of One Party's Infringement on the Common Property of the Husband and Wife] Where one of the spouses conceals, transfers, sells, destroys or squanders the common property of the husband and wife, or forges the common debt of the husband and wife in an attempt to encroach upon the property of the other party, the husband and wife shall be divided in the divorce. In the case of property, the party may be divided or not divided.After the divorce, if the other party discovers that the above-mentioned behavior has been committed, it may file a lawsuit in the people's court, requesting to divide the common property of the husband and wife again.
Chapter V Adoption
Section XNUMX Establishment of an Adoptive Relationship
Article XNUMX [Scope of Adoptees] The following minors may be adopted:
(XNUMX) Orphans who have lost their parents;
(XNUMX) Minors whose biological parents cannot be found;
(XNUMX) Children whose biological parents have special difficulties and are unable to raise them.
Article XNUMX [Scope of Placement for Adoption] The following individuals and organizations may be placed out for adoption:
(XNUMX) The guardian of the orphan;
(XNUMX) Child welfare institutions;
(XNUMX) The biological parents who have special difficulties and are unable to raise their children.
Article One thousand and ninety-five [Special Provisions for Guardians Sending Minors for Adoption] If the parents of a minor do not have full capacity for civil conduct and may seriously endanger the minor, the guardian of the minor may foster care.
Article XNUMX [Special Provisions for Guardians Sending Orphans for Adoption] When a guardian sends an orphan for adoption, the consent of the person with the obligation to support shall be obtained.If a person with a parenting obligation does not agree to put up for adoption, or the guardian is unwilling to continue to perform guardianship duties, a separate guardian shall be determined in accordance with the provisions of Part One of this Law.
Article XNUMX [Birth parents put up for adoption] When a child is put up for adoption by a biological parent, both parties shall jointly put the child up for adoption.If one of the biological parents is unknown or cannot be found, it may be unilaterally placed for adoption.
Article XNUMX [Conditions for Adopters] An adopter shall meet the following conditions at the same time:
(XNUMX) No children or only one child;
(XNUMX) Have the ability to raise, educate and protect the adoptee;
(XNUMX) Not suffering from diseases that medically believe that children should not be adopted;
(XNUMX) There is no illegal or criminal record that is not conducive to the healthy growth of the adopted person;
(XNUMX) At least XNUMX years old.
Article XNUMX [Special Provisions on Adoption of Children of Collateral Blood Relatives of the Same Generation within Three Generations] Adoption of children of collateral blood relatives of the same generation within three generations may not be exempted from Article XNUMX Item XNUMX, Item XNUMX of Article XNUMX of this Law. The restrictions set forth in Article XNUMX, Paragraph XNUMX and Article XNUMX.
Overseas Chinese who adopt children who are collateral relatives of the same generation within three generations may not be subject to the restrictions set forth in Paragraph XNUMX of Article XNUMX of this Law.
Article XNUMX [Number of Adopted Children] An adopter without children may 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 may not be subject to the restrictions set forth in the preceding paragraph and the first paragraph of Article XNUMX of this Law.
Article XNUMX [Joint Adoption] When a spouse adopts a child, the husband and wife shall jointly adopt the child.
Article XNUMX [Adoption of a child of the opposite sex by a person without a spouse] Where 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 XNUMX years old.
Article XNUMX [Special Provisions on the Adoption of Stepchildren by Stepparents] A stepfather or stepmother may adopt a stepchild with the consent of the stepchild's biological parents, and may not be exempted from Article XNUMX (XNUMX) of this Law. Article XNUMX, Paragraph XNUMX, Article XNUMX, and Article XNUMX Paragraph XNUMX.
Article XNUMX [Adoption and placement for adoption voluntarily] The adoption by the adopter and the placement of the adopter for adoption shall be voluntary.To adopt a minor over the age of eight, the consent of the adoptee shall be obtained.
Article XNUMX [Adoption registration, adoption announcement, adoption agreement, adoption notarization, adoption assessment] Adoption shall be registered with the civil affairs department of the people's government at or above the county level.An adoption relationship is established from the date of registration.
In the case of adopting a minor whose biological parents cannot be found, the civil affairs department that handles the registration shall make an announcement before the registration.
If the parties to an adoptive relationship are willing to sign an adoption agreement, they may sign an adoption agreement.
If the parties to the adoption relationship or one of the parties requests notarization of adoption, they shall apply for notarization of adoption.
The civil affairs department of the people's government at or above the county level shall conduct adoption assessments in accordance with the law.
Article XNUMX [Adoptee's Household Registration] After the adoption relationship is established, the public security organ shall conduct household registration for the adoptee in accordance with relevant state regulations.
Article XNUMX [Support] An orphan or a child whose biological parents are unable to support may be raised by relatives or friends of the biological parents; the relationship between the supporter and the dependent does not apply to the provisions of this chapter.
Article XNUMX [Maintenance Priority] If one spouse dies and the other spouse puts up a minor child for adoption, the parents of the deceased party have the priority to support them.
Article XNUMX [Foreign-related Adoption] Foreigners may adopt children in the People's Republic of China in accordance with the law.
The adoption of a child by a foreigner in the People's Republic of China shall be examined and approved by the competent authority of the country where he or she is located in accordance with the laws of that country.The adopter shall provide the certification materials on his age, marriage, occupation, property, health, whether he has received criminal punishment, etc. issued by the competent authority of the country where he is located, and sign a written agreement with the person who places him for adoption, and personally report to the province, autonomous region, Registration 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 authority of the adopter’s country or an institution authorized by the diplomatic authority, and authenticated by the embassy and consulate of the People’s Republic of China in that country, unless otherwise stipulated by the state.
Article XNUMX [Adoption Confidentiality Obligations] If the adopter or the person placing out for adoption requests to keep the adoption secret, others shall respect their wishes and shall not disclose it.
Section XNUMX Effects of Adoption
Article XNUMX [Effectiveness of Adoption] From the date of establishment of the adoptive relationship, the rights and obligations between adoptive parents and adopted children shall be governed by the provisions of this Law on the relationship between parents and children; adopted children and adoptive parents' close relatives The relationship of rights and obligations between children shall be governed by the provisions of this Law on the relationship between children and their close relatives.
The relationship of rights and obligations between adopted children and biological parents and other close relatives is eliminated when the adoption relationship is established.
Article XNUMX [Adopted Child's Surname] An adopted child may follow the surname of the adoptive father or mother, and may retain the original surname after consultation between the parties.
Article XNUMX [Invalid Adoption Acts] Under the circumstance specified in Title XNUMX of this Law regarding invalidity of civil legal acts, or an adoption act that violates the provisions of this Title, the adoption shall be invalid.
A void adoption is not legally binding from the start.
Section XNUMX Dissolution of Adoptive Relationship
Article XNUMX [Resolution by agreement of the parties and termination due to illegal acts] The adopter shall not terminate the adoptive relationship before the adoptee reaches adulthood, unless the adopter and the person placing out for adoption agree to terminate the relationship.If the adopted child is over eight years old, the consent of the person shall be obtained.
If the adopter fails to perform the duty of support, or acts infringing upon the lawful rights and interests of the minor adopted child, such as abuse, abandonment, etc., the person sending out for adoption has the right to request the termination of the adoptive relationship between the adoptive parents and the adopted child.If the person sending for adoption or the adopter cannot reach an agreement to terminate the adoptive relationship, they may file a lawsuit in the people's court.
Article XNUMX [Relationship Deterioration and Termination by Agreement] If the relationship between the adoptive parent and the adult adopted child deteriorates and they cannot live together, the adoptive relationship may be terminated by agreement.If an agreement cannot be reached, a lawsuit may be filed in the people's court.
Article XNUMX [Registration of Termination of Adoption Relationship] If the parties agree to terminate the adoption relationship, they shall go to the civil affairs department for registration of termination of the adoption relationship.
Article XNUMX [Effect of status after the adoption is terminated] After the adoption 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 eliminated. The obligatory relationship recovers on its own.However, whether the rights and obligations between adult adopted children and biological parents and other close relatives can be restored can be determined through negotiation.
Article XNUMX [Effect of property after termination of adoption relationship] After the adoption relationship is terminated, adult adopted children raised by adoptive parents shall pay living expenses to adoptive parents who lack the ability to work and lack of source of living.If the adoptive relationship is terminated because the adopted child abuses or abandons the adoptive parents after they reach adulthood, the adoptive parents may request the adopted child to compensate for the maintenance expenses paid during the adoption period.
If the biological parents request to terminate the adoptive relationship, the adoptive parents may request the biological parents to make appropriate compensation for the alimony paid during the adoption period;
Title VI Inheritance
Chapter XNUMX General Provisions
Article XNUMX [Adjustment Scope of Inheritance Section] This section adjusts civil relations arising from inheritance.
Article XNUMX [The right of inheritance is protected by the state] The state protects the right of inheritance of natural persons.
Article XNUMX [Inheritance Start Time and Presumption of Death Sequence] Inheritance begins when the deceased dies.
If several people with mutual inheritance relationship died in the same event, and it is difficult to determine the time of death, it is presumed that the person without other heirs died first.There are other heirs, and those of different generations are presumed to die first; those of the same age are presumed to die at the same time, and they do not inherit each other.
Article XNUMX [Definition of Legacy] Legacy is the legal personal property left over from the death of a natural person.
Inheritance that cannot be inherited in accordance with the provisions of the law or according to its nature shall not be inherited.
Article XNUMX [Validity of Legal Succession, Testamentary Succession, Legacy and Legacy Support Agreement] After the succession begins, it shall be handled in accordance with the statutory succession; if there is a will, it shall be handled according to the testamentary succession or bequest; if there is a bequest support agreement, Follow the agreement.
Article XNUMX [Acceptance and Relinquishment of Inheritance] After the succession begins, if the heir renounces the inheritance, he shall make a written indication of renunciation of the inheritance before the estate is disposed of; if there is no indication, it shall be deemed to accept the inheritance.
The legatee shall, within XNUMX days after knowing the bequest, make an indication of accepting or abandoning the bequest; if no indication is made at the expiration date, it shall be deemed to have given up the bequest.
Article XNUMX [Loss and Restoration of the Right of Inheritance] If an heir commits any of the following acts, the right of inheritance shall be lost:
(XNUMX) Intentionally killing the deceased;
(XNUMX) Killing other heirs in order to compete for inheritance;
(XNUMX) The circumstances of abandoning the deceased, or mistreatment of the deceased are serious;
(XNUMX) Forging, tampering, concealing or destroying a will, where the circumstances are serious;
(XNUMX) Compelling or hindering the deceased to establish, alter or withdraw a will by means of fraud or coercion, and the circumstances are serious.
If the heir has acted in items XNUMX to XNUMX of the preceding paragraph, and has indeed shown repentance, and the deceased expresses forgiveness or lists him as an heir in his will afterwards, the heir will not lose the right to inherit.
If the legatee commits the acts specified in the first paragraph of this article, he loses the right to be legacies.
Chapter II Legal Succession
Article XNUMX [Men and women enjoy equal rights of inheritance] Men and women are equal in the right of inheritance.
Article XNUMX [Scope and Order of Succession of Legal Heirs] The estate shall be inherited in the following order:
(XNUMX) First order: spouse, children, parents;
(XNUMX) Second order: siblings, grandparents, maternal grandparents.
After the succession begins, it shall be inherited by the first-order heirs, and the second-order heirs shall not inherit; if there is no first-order successor, the second-order heirs shall inherit.
The term "children" as used in this section includes children born in wedlock, children born out of wedlock, adopted children and stepchildren with a relationship of support.
The term "parents" in this section includes biological parents, adoptive parents, and step-parents with a supporting relationship.
The term "brothers and sisters" in this section includes brothers and sisters of the same parent, half-brothers or half-brothers, adoptive brothers and sisters, and step-brothers and sisters with a supporting relationship.
Article XNUMX [Subrogation] If the children of the deceased die before the deceased, the descendants of the children of the deceased shall inherit by blood relatives.
If the siblings of the deceased die before the deceased, the children of the deceased's siblings shall inherit by subrogation.
Subrogation heirs generally can only inherit the share of the estate that the subrogated heir is entitled to inherit.
Article XNUMX [Inheritance rights of widowed daughter-in-law and widowed son-in-law] Where a widowed daughter-in-law has fulfilled the main maintenance obligations to her parents-in-law and a widowed son-in-law to her parents-in-law, they shall be the first-order heirs.
Article XNUMX [Principles of inheritance distribution] The share of inheritance of 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 care of when distributing the inheritance.
For the heirs who have fulfilled their main support obligations or live with the deceased, they may share more when distributing the inheritance.
If an heir who has the ability to support and has the conditions to support him fails to fulfill his obligation of support, the inheritance shall not be divided or a small part should be distributed when distributing the inheritance.
Heirs agreed to agree, can also be unequal.
Article One thousand one hundred and thirty-one [Distribution of Inheritance Rights as Appropriate] Appropriate inheritance may be distributed to persons other than the heirs who depend on the deceased for support, or those other than the heirs who support the deceased more.
Article XNUMX [Methods of Handling Inheritance] The heirs should negotiate and handle inheritance issues in the spirit of mutual understanding, mutual accommodation, harmony and unity.The time, method and share of estate division shall be determined by the heirs through negotiation; if the negotiation fails, the people's mediation committee may mediate or file a lawsuit in the people's court.
Chapter III Testamentary Inheritance and Bequests
Article XNUMX [Disposal of Personal Property by Will] A natural person may make a will to dispose of personal property in accordance with the provisions of this Law, and may designate an executor.
A natural person may make a will to designate personal property to be inherited by one or more of the legal heirs.
A natural person may make a will to donate personal property to an organization or individual other than the state, collective or legal heir.
A natural person may establish a testamentary trust in accordance with the law.
Article XNUMX [Self-written will] A self-written will shall be written and signed by the testator, and the year, month, and day shall be indicated.
Article XNUMX [Writing Wills] A written will shall be witnessed by two or more witnesses, one of whom shall write on his behalf, and shall be signed by the testator, the scrivener and other witnesses, and the year shall be indicated. ,Month Day.
Article XNUMX [Printing a Will] The printing of a will shall be witnessed by two or more witnesses.The testator and witnesses shall sign each page of the will, indicating the year, month and day.
Article XNUMX [Audiorecording and video recording will] A will made in the form of audio and video recording shall be witnessed by two or more witnesses.Wills and witnesses shall record their names or likenesses, as well as the year, month and day in the audio and video recordings.
Article XNUMX [Oral Will] A testator may make an oral will under critical circumstances.An oral will shall be witnessed by two or more witnesses.After the critical situation is eliminated, if the testator can make a will in writing or in the form of audio and video recording, the oral will made is invalid.
Article XNUMX [Notarized Will] A notarized will shall be handled by the testator through a notary public.
Article XNUMX [Restrictive Provisions on the Qualifications of Witnesses of Wills] The following persons cannot serve as witnesses of a will:
(XNUMX) Persons without capacity for civil conduct, persons with limited capacity for civil conduct, and other persons who do not have the capacity to witness;
(XNUMX) heirs and legatees;
(XNUMX) A person who has an interest relationship with the heir and the legatee.
Article XNUMX [Must keep a copy] A will shall retain a necessary share of the estate for the heir who lacks the ability to work and has no source of living.
Article XNUMX [Withdrawal and modification of a will and the order of validity of a will] A testator may withdraw or modify his own will.
After making a will, if the testator performs a civil juristic act contrary to the content of the will, it is regarded as the withdrawal of the relevant content of the will.
If there are several wills, in case of conflicting contents, the last will shall prevail.
Article XNUMX [Substantive Elements of a Will] A will made by a person with no 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 by fraud or coercion is invalid.
A forged will is invalid.
If the will has been tampered with, the tampered content is invalid.
Article XNUMX [Testament with Obligations] Where there are obligations attached to a testamentary inheritance or bequest, the heir or the legatee shall perform the obligations.If there is no justifiable reason for failing to perform the obligations, the people's court may cancel the right to accept part of the inheritance attached to the obligation upon the request of the interested party or the relevant organization.
Chapter IV Disposal of Inheritance
Article XNUMX [Election and Appointment of the Administrator of the Estate] After the succession begins, the executor shall be the administrator of the estate; if there is no executor, the heir shall promptly elect the administrator of the estate; if the heir is not elected, the heirs shall act jointly. The administrator of the estate; if there is no heir or all the heirs give up the inheritance, the civil affairs department or the village committee of the deceased's former domicile shall serve as the administrator of the estate.
Article XNUMX [Designation of a Heritage Administrator] If there is a dispute over the determination of an estate administrator, an interested party may apply to the people's court for the appointment of an estate administrator.
Article XNUMX [Duties of the estate administrator] The estate administrator shall perform the following duties:
(XNUMX) Clearing up the estate and making a list of the estate;
(XNUMX) report the status of the estate to the heir;
(XNUMX) Take necessary measures to prevent damage and loss of heritage;
(XNUMX) Handling the claims and debts of the deceased;
(XNUMX) Divide the estate according to the will or in accordance with the law;
(XNUMX) Carry out other necessary acts related to the management of the estate.
Article XNUMX [Civil Liability of the Estate Administrator for Failure to Perform Duties] The estate administrator shall perform his duties in accordance with the law, and shall bear civil liability if damage is caused to heirs, legatees, or creditors due to intentional or gross negligence.
Article XNUMX [Remuneration of the administrator of the estate] The administrator of the estate may obtain remuneration in accordance with the law or in accordance with the agreement.
Article XNUMX [Notice after the Inheritance Begins] After the inheritance begins, the heir who knows the death of the deceased shall promptly notify the other heirs and executors.If no one among the heirs knew of the death of the deceased or knew of the death of the deceased and could not notify the deceased, the residents' committee or the villagers' committee of the unit or domicile of the deceased was responsible for notification.
Article XNUMX [Keeping of the estate] The person who has the estate shall properly keep the estate, and no organization or individual may embezzle or scramble for it.
Article XNUMX [Transfer of Inheritance] After the succession begins, if the heir dies before the division of the estate and does not give up the inheritance, the inheritance that the heir should inherit shall be transferred to the heir, unless otherwise arranged in the will.
Article XNUMX [Determination of Inheritance] For property jointly owned by husband and wife, unless there is an agreement, when the estate is divided, half of the jointly owned property shall first be distributed to the spouse, and the rest shall be the heirs. legacy.
If the inheritance is in the common property of the family, when the inheritance is divided, the property of others shall be divided first.
Article XNUMX [Scope of Application of Legal Inheritance] In any of the following circumstances, the relevant part of the estate shall be handled in accordance with legal inheritance:
(XNUMX) The testamentary heir renounces the inheritance or the legatee renounces the inheritance;
(XNUMX) The testamentary heir loses the right of inheritance or the legatee loses the right to be inherited;
(XNUMX) The testator or legatee dies or terminates before the testator;
(XNUMX) The estate involved in the invalid part of the will;
(XNUMX) The estate that is not disposed of in a will.
Article XNUMX [Reserved share of the fetus] When the inheritance is divided, the inheritance share of the fetus shall be retained.The fetus is dead when it is delivered, and the reserved share is handled in accordance with the legal inheritance.
Article XNUMX [Principles and methods of estate division] The division of estate shall be beneficial to production and living needs, and shall not damage the utility of the estate.
Inheritance that is not suitable for division may be dealt with by means of discount, appropriate compensation or co-ownership.
Article XNUMX [Right to Dispose of Inherited Property at the Time of Remarriage] If one spouse dies and the other remarrys, he/she has the right to dispose of the inherited property, and no organization or individual may interfere.
Article XNUMX [Agreement on Legacy and Support] 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 undertakes the obligation of the natural life and death, and enjoys the right to be bequeathed.
Article XNUMX [Obligations at the time of estate division] When dividing the estate, the taxes and debts that the decedent shall pay according to law shall be paid; however, the necessary estate shall be reserved for the heir who lacks the ability to work and has no source of living.
Article XNUMX [Attribution of Uninherited Inheritance] Inheritance that is neither inherited nor bequeathed shall be owned by the state and used for public welfare undertakings; if the deceased was a member of a collective ownership organization before his death, it shall belong to the collective ownership organization. all.
Article XNUMX [Principles for the repayment of taxes and debts of the deceased] The heir shall pay off the taxes and debts that the deceased should pay according to law within the limit of the actual value of the inheritance.The part exceeding the actual value of the estate shall not be repaid by the heir voluntarily.
If the heir abandons the inheritance, he may not be liable for the repayment of the taxes and debts that the deceased should pay according to law.
Article XNUMX [The principle of paying off the taxes and debts of the decedent has priority over the execution of the legacy] The execution of the legacy shall not prevent the payment of the taxes and debts that the legatee should pay according to law.
Article XNUMX [There is both statutory inheritance and testamentary inheritance, and the settlement of taxes and debts at the time of bequest] If there is both statutory inheritance, testamentary inheritance, and bequest, the statutory heir shall pay off the deceased's payment according to law. Taxes and debts; the portion exceeding the actual value of the legal inheritance shall be paid off by the testamentary heir and the legatee in proportion to the income obtained.
Title VII Tort Liability
Chapter XNUMX General Provisions
Article XNUMX [The Adjustment Scope of the Tort Liability Section] This section adjusts the civil relationship arising from the infringement of civil rights and interests.
Article XNUMX [Principle of Fault Liability] Where the perpetrator infringes upon the civil rights and interests of others by fault and causes damage, he shall bear tort liability.
If the perpetrator is presumed to be at fault according to the law, and he cannot prove that he is not at fault, he shall bear tort liability.
Article XNUMX [Principle of No-Fault Liability] Where the perpetrator causes damage to the civil rights and interests of others, regardless of whether the perpetrator is at fault or not, if the law stipulates that he shall bear tort liability, such provisions shall be followed.
Article XNUMX [Methods of Bearing Liability for Endangering the Personal and Property Safety of Others] If the tortious act endangers the personal and property safety of others, the infringed shall have the right to request the infringer to undertake the torts such as cessation of the infringement, removal of obstacles, elimination of danger, etc. Responsibility.
Article XNUMX [Joint Tort] Where two or more persons jointly commit an infringing act and cause damage to others, they shall bear joint and several liability.
Article XNUMX Whoever instigates or helps others to commit an infringement shall bear joint and several liability with the perpetrator.
A person who instigates or helps a person without capacity for civil conduct or a person with limited capacity for civil conduct to commit a tort shall bear tort liability; if the guardian of the person without capacity for civil conduct or person with limited capacity for civil conduct fails to perform his duties of guardianship, he shall bear corresponding responsibility .
Article XNUMX [Common Dangerous Acts] Where two or more persons commit acts that endanger the personal and property safety of others, and the acts of one or more persons cause damage to others, and the specific infringer can be identified, the infringer shall bear the responsibility; If the specific infringer cannot be identified, the perpetrator shall bear joint and several liability.
Article XNUMX [Joint and several liability for separate torts] Where two or more persons commit tortious acts separately and cause the same damage, and each person's tortious act is sufficient to cause all damages, the perpetrators shall bear joint and several liability.
Article XNUMX [Responsible for separate torts] If two or more persons commit tortious acts and cause the same damage, if the size of the liability can be determined, each of them shall bear the corresponding liability; if it is difficult to determine the size of the liability, they shall bear the liability equally.
Article XNUMX [Compensation of Negligence] Where the infringed is at fault for the occurrence or expansion of the same damage, the liability of the infringer may be reduced.
Article XNUMX [Victim Intentionally] The perpetrator shall not be held liable if the damage was intentionally caused by the victim.
Article XNUMX [Third party fault] If the damage is caused by a third party, the third party shall bear the tort liability.
Article One thousand one hundred and seventy-six [self-willing risk] If one voluntarily participates in a cultural and sports activity with a certain risk and suffers damage due to the actions of other participants, the victim shall not request other participants to bear the tort liability; Unless the damage occurred intentionally or with gross negligence.
The responsibilities of event organizers shall be governed by the provisions of Articles XNUMX to XNUMX of this Law.
Article XNUMX [Self-help behavior] If the lawful rights and interests are infringed, the situation is urgent and the protection of state organs cannot be obtained in time, and if no immediate measures are taken, the lawful rights and interests will be irreparably damaged, the victim may protect himself. Reasonable measures such as detaining the property of the infringer shall be taken within the necessary scope of the legitimate rights and interests; however, the relevant state organs shall be immediately requested to deal with it.
If the measures taken by the victim inappropriately cause damage to others, they shall bear tort liability.
Article XNUMX [Special Provisions for Preferential Application] If this Law and other laws provide otherwise for the circumstances of not assuming responsibility or reducing liability, such provisions shall prevail.
Chapter II Damages Compensation
Article XNUMX [Scope of Compensation for Personal Injury] Where personal injury is caused by infringing others, the reasonable expenses for treatment and rehabilitation, such as medical expenses, nursing expenses, transportation expenses, nutrition expenses, and hospital meal subsidies, shall be compensated. and reduced income due to lost work.If a disability is caused, the auxiliary device fee and disability compensation shall also be compensated; if the death is caused, the funeral expenses and the death compensation shall also be compensated.
Article XNUMX [Determining the Compensation for Death in the Same Amount] Where multiple deaths are caused by the same tortious act, the compensation for death may be determined in the same amount.
Article XNUMX [Determination of the subject of the claim right when the infringed person dies] If the infringed person dies, his close relatives have the right to request the infringer to bear the tort liability.If the infringed person is an organization, if the organization is divided or merged, the organization that inherits the rights has the right to request the infringer to bear the tort 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 the infringer to compensate the expenses, unless the infringer has already paid the expenses.
Article XNUMX [Determination of the Amount of Compensation for Property Loss Caused by Infringement of Personal Rights and Interests] Where property losses are caused by infringing on the personal rights and interests of others, compensation shall be made according to the losses suffered by the infringed party or the benefits obtained by the infringer; It is difficult to determine the losses suffered by the person and the benefits obtained by the infringer, and if the infringed and the infringer disagree on the amount of compensation and file a lawsuit with the people's court, the people's court will determine the amount of compensation based on the actual situation.
Article XNUMX [Compensation for Mental Damage] Where serious mental damage is caused by infringing on the personal rights and interests of a natural person, the infringed has the right to request compensation for mental damage.
If serious mental damage is caused by intentional or gross negligence infringing on a specific object of personal significance to a natural person, the infringed has the right to request compensation for mental damage.
Article XNUMX [Method of calculating property damage] If the property of others is infringed upon, the property damage shall be calculated according to the market price at the time of the loss or other reasonable methods.
Article XNUMX [Punitive Compensation for Infringement of Intellectual Property Rights] Where the intellectual property rights of others are intentionally infringed, and the circumstances are serious, the infringed party has the right to request corresponding punitive compensation.
Article XNUMX [Principle of Fair Responsibility] If neither the victim nor the perpetrator is at fault for the damage, both parties shall share the loss in accordance with the law.
Article XNUMX [Method of Payment of Compensation Fees] After the damage occurs, the parties may negotiate the method of payment of the compensation fees.If the negotiation is inconsistent, the compensation fee shall be paid in one lump sum; if it is really difficult to make one lump sum payment, it can be paid in installments, but the infringed party has the right to request for the provision of corresponding guarantees.
Chapter III Special Provisions on Subjects of Responsibility
Article XNUMX [Guardian Liability] Where a person without civil capacity or limited capacity for civil conduct causes damage to others, the guardian shall bear tort liability.If the guardian fulfills his duty of guardianship, his tort liability can be mitigated.
If a person with property without capacity for civil conduct or a person with limited capacity for civil conduct causes damage to others, the compensation fee shall be paid from his own property; for the insufficient part, the guardian shall compensate.
Article XNUMX [Entrusted guardianship responsibility] If a person without civil capacity or limited capacity for civil conduct causes damage to others, and the guardian entrusts the guardianship responsibility to another person, the guardian shall bear the tort liability; if the trustee is at fault, the guardian shall bear the tort liability. bear the corresponding responsibilities.
Article XNUMX [Loss of Consciousness Tort Liability] If a person with full capacity for civil conduct is temporarily unaware of his actions or loses control and causes damage to others and is at fault, he shall bear tort liability; The situation compensates the victim appropriately.
A person with full capacity for civil conduct shall bear tort liability if he is temporarily unconscious of his own behavior or loses control due to drunkenness, abuse of narcotic drugs or psychotropic drugs, causing damage to others.
Article XNUMX [Liability of Employers and Responsibilities of Labor Dispatching Units and Labor Employers] Where a staff member of the employing unit causes damage to others due to the performance of work tasks, the employing unit shall bear the tort liability.After the employer assumes the tort liability, it can recover compensation from the staff who have intentional or gross negligence.
During the labor dispatch period, if the dispatched staff causes damage to others due to the performance of their work tasks, the employing unit that accepts the labor dispatch shall bear the tort liability; if the labor dispatch unit is at fault, it shall bear the corresponding liability.
Article XNUMX [Tort Liability in Individual Labor Service Relationships] When a labor service relationship is formed between individuals, if the party providing the labor service causes damage to others due to the labor service, the party receiving the labor service shall bear the tort liability.After the party accepting the labor service bears the tort liability, it may seek compensation from the party providing the labor service with intentional or gross negligence.If the party providing the labor service suffers damage due to the labor service, it shall bear the corresponding responsibility according to the respective faults of both parties.
During the period of providing labor services, if the party providing labor services is damaged due to the actions of a third party, the party providing labor services has the right to request the third party to bear the tort liability, and also has the right to request the party accepting labor services to make compensation.After the party receiving the labor service is compensated, it can claim compensation from the third party.
Article XNUMX [Tort Liability in the Contracting Relationship] If the contractor causes damage to a third party or himself in the process of completing the work, the ordering party shall not bear the tort liability.However, if the order maker is at fault for the order, instruction or selection, he shall bear corresponding responsibilities.
Article XNUMX [Network Tort Liability] Network users and network service providers who use the network to infringe upon the civil rights and interests of others shall bear tort liability.If the law provides otherwise, such provisions shall be followed.
Article XNUMX [Network Service Providers' Infringement Remedies and Liability] If network users use network services to commit infringements, the right holder has the right to notify network service providers to take necessary measures such as deletion, blocking, and disconnection. measure.The notice shall include prima facie evidence of infringement and the real identity information of the right holder.
After receiving the notice, the network service provider shall promptly forward the notice to the relevant network user, and take necessary measures according to the preliminary evidence of infringement and the type of service; if the necessary measures are not taken in time, the network user shall be liable for the enlarged part of the damage. joint liability.
If the right holder causes damage to network users or network service providers due to erroneous notification, it shall bear tort liability.If the law provides otherwise, such provisions shall be followed.
Article XNUMX [Non-infringement statement] After receiving the forwarded notice, the network user may submit a statement of no infringement to the network service provider.The statement should include prima facie evidence that there is no infringement and the real identity information of the network user.
After receiving the statement, the network service provider shall forward the statement to the right holder who issued the notification, and inform him that he or she can file a complaint with the relevant department or file a lawsuit with the people's court.If the network service provider does not receive a notice that the right holder has complained or filed a lawsuit within a reasonable period of time after the forwarding statement reaches the right holder, it shall terminate the measures taken in a timely manner.
Article XNUMX [Joint and Several Liability of Network Service Providers] If a network service provider knows or should know that a network user has infringed upon the civil rights and interests of others by using its network services, and fails to take necessary measures, it shall be jointly and severally liable with the network user. .
Article XNUMX [Responsibilities of the Security Guarantee] Operators and managers of hotels, shopping malls, banks, stations, airports, stadiums, entertainment venues, and other business places, public places, or organizers of mass activities , who fail to fulfill their security obligations and cause damage to others, shall bear tort liability.
If damage to others is caused by the actions of a third party, the third party shall bear the tort liability; if the operator, manager or organizer fails to fulfill the obligation of safety protection, he shall bear the corresponding supplementary liability.After the operator, manager or organizer assumes supplementary responsibility, it may seek compensation from a third party.
Article XNUMX [Educational Institution's Presumed Liability for Fault] Where 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, those who can prove that they have fulfilled their educational and management duties shall not be liable for infringement.
Article XNUMX [Fault Liability of Educational Institutions] Where 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 duties of education and management, it shall bear tort liability .
Article XNUMX [Assignment of liability in the event of infringement by a third party in an educational institution] A person without capacity for civil conduct or a person with limited capacity for civil conduct is subject to any kindergarten, school or other educational institution while studying or living in a kindergarten, school or other educational institution. If a third party other than an educational institution is personally injured, the third party shall bear the tort liability; if the kindergarten, school or other educational institution fails to perform its management duties, it shall bear the corresponding supplementary liability.After the kindergarten, school or other educational institution assumes supplementary responsibility, it may seek compensation from a third party.
Chapter XNUMX Product Liability
Article XNUMX [Product Producer Liability] If damage is caused to others due to defects in the product, the producer shall bear tort liability.
Article XNUMX [The channels for the infringed party to claim compensation for damages and the right of the first indemnifier to claim compensation] If the damage to others is caused by the defect of the product, the infringed party may request compensation from the manufacturer of the product, or from the manufacturer of the product. Seller claims compensation.
If the product defect is caused by the producer, the seller shall have the right to claim compensation from the producer after compensation.If the product is defective due to the fault of the seller, the producer shall have the right to claim compensation from the seller after making compensation.
Article XNUMX [The producer and seller's right of recourse against the faulty third party] If the product is defective due to the fault of the transporter, warehousing or other third party and causes damage to others, the producer of the product shall , The seller has the right to claim compensation from a third party after making compensation.
Article XNUMX [Ways of assuming responsibility for endangering the personal and property safety of others] If the product defect endangers the personal or property safety of others, the infringed shall have the right to request the producer and seller to undertake the cessation of infringement, removal of obstacles, and elimination of Dangerous and other tort liability.
Article XNUMX [Remedial measures and tort liability for defects found after circulation] If a product is found to be defective after it is put into circulation, the manufacturer and seller shall promptly take remedial measures such as stopping sales, warning, and recalling; If remedial measures are taken or the remedial measures are ineffective and the damage is expanded, the tort liability shall also be borne for the expanded damage.
Where recall measures are taken in accordance with the provisions of the preceding paragraph, the manufacturer and seller shall bear the necessary expenses incurred by the infringed party.
Article XNUMX [Product Liability Punitive Compensation] If the product is produced or sold even though it is known that the product is defective, or effective remedial measures are not taken in accordance with the provisions of the preceding article, resulting in death or serious damage to the health of others, the infringed shall have the right to request corresponding damages. punitive damages.
Chapter V Liability for Motor Vehicle Traffic Accidents
Article XNUMX [Law Applicability of Liability for Motor Vehicle Traffic Accidents] Where a motor vehicle causes a traffic accident and causes damage, it shall be liable for compensation in accordance with the Road Traffic Safety Law and the relevant provisions of this Law.
Article XNUMX [Tort liability when the owner, manager and user of a motor vehicle are inconsistent] When the owner, manager and user of the motor vehicle are not the same person due to leasing, borrowing, etc., if a traffic accident occurs If the damage is the responsibility of the motor vehicle, the user of the motor vehicle shall be liable for compensation; if the owner or manager of the motor vehicle is at fault for the occurrence of the damage, he shall bear the corresponding liability for compensation.
Article XNUMX [Tort Liability for Motor Vehicles Transferred and Delivered But Not Registered] The motor vehicle has been transferred and delivered by the parties through sale or other means but has not been registered, and a traffic accident causes damage, which belongs to the motor vehicle. If the motor vehicle party is responsible, the transferee shall be liable for compensation.
Article XNUMX [Tort Liability of Affiliated Motor Vehicles] If a motor vehicle engaged in road transportation business activities in the form of affiliation, if a traffic accident occurs and causes damage, the responsibility of the motor vehicle party shall be borne by the affiliation and the affiliated person joint liability.
Article XNUMX [Tort liability for driving another person's motor vehicle without permission] If a traffic accident occurs and damage is caused by driving another person's motor vehicle without permission, the motor vehicle user shall be liable for compensation ; If the owner or manager of the motor vehicle is at fault for the occurrence of the damage, he shall bear the corresponding liability for compensation, except as otherwise provided in this chapter.
Article XNUMX [Compensation Order of Subjects Responsible for Traffic Accidents] If a motor vehicle traffic accident causes damage and falls under the responsibility of the motor vehicle, the insurer who underwrites the compulsory motor vehicle insurance shall firstly cover the liability limit of the compulsory insurance. The insurer who underwrites the commercial motor vehicle insurance shall make compensation in accordance with the stipulations in the insurance contract; if there is still insufficient or no commercial motor vehicle insurance, the infringer shall compensate.
Article XNUMX [Infringement Liability for Assembled Vehicles or Scrap Vehicles] If a motor vehicle that has been assembled or has reached the scrapping standard is transferred by sale or other means, and a traffic accident causes damage, the assignor and the assignee shall be jointly and severally borne. Responsibility.
Article XNUMX [Tort liability for theft, robbery or robbery of a motor vehicle] If a motor vehicle stolen, robbed or robbed causes damage in a traffic accident, the thief, robber or robber shall be liable for compensation.If the thief, robber or snatcher and the user of the motor vehicle are not the same person, and the damage caused by a traffic accident is the responsibility of the motor vehicle, the thief, robber or snatcher and the motor vehicle user shall bear joint and several liability.
Where the insurer advances the rescue expenses within the liability limit of the compulsory motor vehicle insurance, it has the right to claim compensation from the person responsible for the traffic accident.
Article XNUMX [Hit-and-Flee Liability and Relief for Victims] If a motor vehicle driver escapes after a traffic accident, and the motor vehicle participates in compulsory insurance, the insurer shall pay the insurance within the liability limit of compulsory motor vehicle insurance. Compensation; if the motor vehicle is unknown, the motor vehicle has not participated in the compulsory insurance or the rescue expenses exceed the liability limit of the compulsory motor vehicle insurance, and it is necessary to pay the rescue and funeral expenses for the personal injury or death of the infringed person, the social assistance fund for road traffic accidents shall pay in advance.After the social assistance fund for road traffic accidents is paid in advance, its management agency has the right to claim compensation from the person responsible for the traffic accident.
Article XNUMX [Responsibility for a good-willed ride] If a traffic accident occurs on a non-operating motor vehicle and causes damage to a gratuitous passenger, if the liability of the motor vehicle belongs to the party of the motor vehicle, its liability for compensation shall be reduced, but the user of the motor vehicle has the right to Except intentional or gross negligence.
Chapter VI Medical Damage Liability
Article XNUMX [Principles and Subjects of Liability for Medical Damages] If a patient suffers damage in the course of diagnosis and treatment, and the medical institution or its medical staff is at fault, the medical institution shall be liable for compensation.
Article XNUMX [Medical staff's duty to explain and patients' right to informed consent] Medical staff shall explain their illness and medical measures to patients during diagnosis and treatment activities.If surgery, special examination, or special treatment is required, medical personnel should promptly explain the medical risks, alternative medical plans, etc. to the patient, and obtain their explicit consent; if it is impossible or inappropriate to explain to the patient, they should explain to the patient's close relatives, and obtain its express consent.
If medical personnel fail to fulfill their obligations in the preceding paragraph and cause damage to patients, the medical institution shall be liable for compensation.
Article XNUMX [Special Provisions on Informed Consent in Emergency Situations] If the opinion of the patient or his close relatives cannot be obtained due to emergency situations such as rescuing a dying patient, the person in charge of the medical institution or the authorized person in charge shall approve it. Corresponding medical measures can be implemented immediately.
Article XNUMX [Definition of the fault of medical personnel in diagnosis and treatment activities] If medical personnel fail to fulfill their obligations of diagnosis and treatment corresponding to the medical level at the time in diagnosis and treatment activities, and cause damage to patients, the medical institution shall be liable for compensation.
Article XNUMX [Circumstances in which the medical institution is presumed to be at fault] Where a patient suffers damage during the diagnosis and treatment activities, and one of the following circumstances occurs, the medical institution is presumed to be at fault:
(XNUMX) Violation of laws, administrative regulations, rules and other provisions of relevant medical norms;
(XNUMX) concealing or refusing to provide medical records related to disputes;
(XNUMX) Losing, forging, tampering with or illegally destroying medical records.
Article XNUMX [Defects in medicines, disinfection products, medical devices, or tort liability for substandard blood transfusion] Damage to patients is caused by defects in drugs, disinfection products, medical devices, or substandard blood transfusion. , Patients can claim compensation from drug marketing authorization holders, manufacturers, blood supply institutions, and medical institutions.Where a patient requests compensation from a medical institution, the medical institution shall have the right to seek compensation from the responsible drug marketing authorization holder, manufacturer, and blood supply institution after making compensation.
Article XNUMX [Medical Institution Exemption from Liability] If a patient suffers damage in the course of diagnosis and treatment activities, and falls under any of the following circumstances, the medical institution shall not be liable for compensation:
(XNUMX) The patient or his close relatives do not cooperate with the medical institution to conduct diagnosis and treatment that conforms to the diagnosis and treatment standards;
(XNUMX) Medical personnel have fulfilled their reasonable duty of diagnosis and treatment in emergency situations such as rescuing patients in critical condition;
(XNUMX) It is difficult to diagnose and treat due to the medical level at that time.
In the case of item XNUMX of the preceding paragraph, if the medical institution or its medical staff is also at fault, it shall bear the corresponding liability for compensation.
Article XNUMX [Obligations of medical institutions to medical records and rights of patients to medical records] Medical institutions and their medical staff shall fill in and properly keep hospital records, doctor's orders, inspection reports, surgery and anesthesia as required. Records, pathological data, nursing records and other medical records.
If a patient requests to consult or copy the medical records specified in the preceding paragraph, the medical institution shall provide it in a timely manner.
Article XNUMX [Patient Privacy and Personal Information Protection] Medical institutions and their medical staff shall keep patients' privacy and personal information confidential.Those who disclose patients' privacy and personal information, or disclose their medical records without their consent, shall bear tort liability.
Article XNUMX [Prohibition of Excessive Inspections in Violations] Medical institutions and their medical staff shall not conduct unnecessary inspections in violation of the diagnosis and treatment norms.
Article XNUMX [Protecting the Lawful Rights and Interests of Medical Institutions and Their Medical Staff] The lawful rights and interests of medical institutions and their medical staff are protected by law.
Anyone who interferes with the medical order, obstructs the work and life of medical staff, or infringes upon the legitimate rights and interests of medical staff, shall bear legal responsibility according to law.
Chapter VII Environmental Pollution and Ecological Destruction Liability
Article XNUMX [Tort Liability for Damage Caused by Environmental Pollution and Ecological Destruction] Where damage to others is caused by environmental pollution or ecological destruction, the infringer shall bear tort liability.
Article XNUMX [Responsibility of Proof of Tort of Environmental Pollution and Ecological Destruction] If a dispute arises due to environmental pollution or ecological damage, the perpetrator shall be liable for the circumstances under which the law stipulates that it does not assume responsibility or mitigates the responsibility, and that there is no relationship between the act and the damage. There is a causal relationship and bear the burden of proof.
Article XNUMX [Determination of the extent of liability of two or more infringers] Where two or more infringers pollute the environment and damage the ecology, the extent of their liability shall be determined according to the type, concentration, and discharge amount of the pollutants that damage the ecology. factors such as the manner, scope, and extent of the behavior, as well as the effect of the behavior on the consequences of the damage.
Article XNUMX [Punitive Compensation for Infringement of Environmental Pollution and Ecological Destruction] Where the infringer violates the law and intentionally pollutes the environment and destroys the ecology, causing serious consequences, the infringed shall have the right to request corresponding punitive damages.
Article XNUMX [Tort Liability for Environmental Pollution and Ecology Destruction Due to the Fault of a Third Party] Where the environment is polluted or the ecology is damaged due to the fault of a third party, the infringed may request compensation from the infringer, or may Claim compensation from a third party.After the infringer has made compensation, he has the right to seek compensation from a third party.
Article XNUMX [Liability for Restoration of Ecological Environment] Where damage to the ecological environment is caused in violation of state regulations, and the ecological environment can be restored, the state-provided organ or legal organization has the right to request the infringer to bear the restoration responsibility within a reasonable period of time. .If the infringer fails to repair within the time limit, the state-specified organ or the organization stipulated by the law may repair it by itself or by entrusting others, and the required expenses shall be borne by the infringer.
Article XNUMX [Scope of Compensation in a Public Interest Litigation] Where damage to the ecological environment is caused in violation of state regulations, the state-provided organ or legal organization has the right to request the infringer to compensate the following losses and expenses:
(XNUMX) Losses caused by the loss of service functions during the period from the damage to the ecological environment to the completion of restoration;
(XNUMX) Losses caused by permanent damage to ecological environment functions;
(XNUMX) Expenses for the investigation, appraisal and assessment of ecological environment damage;
(XNUMX) Expenses for removing pollution and restoring the ecological environment;
(XNUMX) Reasonable expenses incurred to prevent the occurrence and expansion of damage.
Chapter VIII High Dangerous Liability
Article XNUMX [General Provisions on Highly Dangerous Liability] Those who engage in highly dangerous operations and cause damage to others shall bear tort liability.
Article XNUMX [Liability for Damage Caused by Civilian Nuclear Facilities or Nuclear Materials] Where a nuclear accident occurs at a civil nuclear facility or the nuclear materials transported into and out of the nuclear facility, causing damage to others, the operator of the civil nuclear facility shall be liable for the infringement However, if it can be proved that the damage was caused by war, armed conflict, riot, etc., or the victim intentionally caused it, no liability shall be assumed.
Article XNUMX [Liability for Damage Caused by Civil Aircraft] Where a civil aircraft causes damage to others, the operator of the civil aircraft shall bear tort liability; however, if it can be proved that the damage was caused intentionally by the victim, no liability shall be assumed.
Article XNUMX [Liability for Possession or Use of Highly Dangerous Substances to Cause Harm] Possession or use of highly dangerous substances such as flammable, explosive, highly toxic, highly radioactive, highly corrosive, highly pathogenic, etc., causing damage to others However, if it can be proved that the damage was caused by the victim intentionally or due to force majeure, the owner or user shall not be liable.If the infringed party has gross negligence in the occurrence of the damage, the liability of the possessor or user may be reduced.
Article XNUMX [Liability for damage caused by engaging in high-altitude, high-pressure, underground excavation activities or using high-speed rail transportation tools] If engaging in high-altitude, high-pressure, underground excavation activities or using high-speed rail transportation tools and causing damage to others, the operator shall bear the responsibility Tort liability; however, it is not liable if it can be proved that the damage was caused by the victim intentionally or due to force majeure.If the infringed party has gross negligence in the occurrence of the damage, the liability of the operator can be reduced.
One thousand two hundred and forty-one [Liability for Damage Caused by Loss or Abandonment of Highly Dangerous Objects] If the loss or abandonment of highly dangerous objects causes damage to others, the owner shall bear the tort liability.If the owner entrusts the highly dangerous objects to others for management, the administrator shall bear the tort liability; if the owner is at fault, he shall bear joint and several liability with the administrator.
Article XNUMX [Liability for Damage Caused by Illegal Possession of Highly Dangerous Objects] Where the illegal possession of highly dangerous objects causes damage to others, the illegal possessor shall bear the tort liability.If the owner and manager cannot prove that they have exercised a high duty of care to prevent illegal possession, they shall be jointly and severally liable with the illegal occupier.
Article XNUMX [Responsibility for Safety Guarantee of Highly Hazardous Places] Where the administrator can prove that he has taken sufficient safety measures and fulfilled his duty of warning if he enters into the highly hazardous activity area or in the storage area of ​​highly hazardous objects without permission and is damaged. , the liability may be mitigated or not.
Article XNUMX [Limits of Compensation for Highly Risky Liability] Where a person undertakes highly dangerous liability and the limit of compensation is stipulated by law, such provisions shall be followed, except where the perpetrator has intentional or gross negligence.
Chapter IX Liability for damage to animals raised
Article XNUMX [General Provisions on Liability for Damage Caused by Breeding Animals] If the bred animals cause damage to others, the animal breeder or manager shall bear the tort liability; however, it can be proved that the damage was caused by the infringed person intentionally or If it is caused by gross negligence, the liability may not be assumed or mitigated.
Article XNUMX [Liability for Damage Caused by Failure to Take Safety Measures for Animals in Violation of Regulations] Where a violation of management regulations causes damage to others by failing to take safety measures for animals, the animal breeder or manager shall bear tort liability; however, Liability can be mitigated if it can be proved that the damage was intentionally caused by the infringed party.
Article XNUMX [Liability for Dangerous Animals Prohibited to Breed] If dangerous animals such as feral dogs that are prohibited from breeding cause damage to others, the animal breeder or manager shall bear the tort liability.
Article XNUMX [Zoo's Liability for Animal Harm] If a zoo's animals cause 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 XNUMX [Liability for Damage caused by Abandoned or Escaped Animals] If an abandoned or escaped animal causes damage to others during the period of abandonment or escape, the original breeder or manager of the animal shall bear the tort liability.
Article XNUMX [Liability for animal damage due to the fault of a third party] If the fault of a third party causes an animal to cause damage to another person, the infringed person may request compensation from the animal breeder or manager, or may Claim compensation from a third party.After making compensation, the animal breeder or manager has the right to claim compensation from a third party.
Article XNUMX [Obligations to be fulfilled in keeping animals] Animals should be kept in compliance with laws and regulations, respect social morality, and must not interfere with the lives of others.
Chapter XNUMX Liability for Damage to Buildings and Objects
Article XNUMX [Liability for Damage Caused by Collapse or Collapse of Buildings, Structures or Other Facilities] Where the collapse or collapse of buildings, structures or other facilities causes damage to others, the construction unit and the construction unit shall be jointly and severally liable, but Unless the construction unit and the construction unit can prove that there is no quality defect.After the construction unit or the construction unit has compensated, if there are other responsible persons, they have the right to claim compensation from the other responsible persons.
If a building, structure or other facility collapses or collapses and causes damage to others due to the reasons of the owner, manager, user or third party, the owner, manager, user or third party shall bear the tort liability.
Article XNUMX [Liability for damage caused by buildings, structures or other facilities and their shelving or hanging objects falling off or falling] Buildings, structures or other facilities and their shelving or hanging objects fall off or fall off. If the owner, manager or user cannot prove that he is not at fault, he shall bear tort liability.After the owner, manager or user makes compensation, if there are other responsible persons, they have the right to claim compensation from the other responsible persons.
Article XNUMX [Unidentified Throwing Objects and Falling Objects Damage Liability] Throwing objects from buildings is prohibited.If an item is thrown from a building or an item falling from a building causes damage to others, the infringer shall bear the tort liability according to law; if it is difficult to determine the specific infringer after investigation, unless it can prove that he is not the infringer, the infringer may be responsible for the damage. Compensation for building users.After the user of the building that may cause damage has made compensation, he has the right to claim compensation from the infringer.
Property service enterprises and other building managers shall take necessary safety protection measures to prevent the occurrence of the situations specified in the preceding paragraph; if the necessary safety protection measures are not taken, they shall bear the tort liability for failing to perform their safety protection obligations in accordance with the law.
In the event of the circumstances specified in the first paragraph of this article, the public security and other organs shall investigate in a timely manner in accordance with the law to find out the responsible person.
Article XNUMX [Liability for Damage Caused by Collapse, Rolling or Sliding of Stacked Objects] Where the stacking object collapses, tumbles or slides and causes damage to others, and the stacker cannot prove that he is not at fault, he shall bear tort liability.
Article XNUMX [Liability for damage caused by stacking, dumping, or scattering articles that obstruct passage on public roads] Where the stacking, dumping, or scattering of articles that obstruct passage on public roads causes damage to others, the perpetrator shall be liable for the infringement Responsibility.Where public road managers cannot prove that they have fulfilled their obligations of cleaning, protection, and warning, they shall bear corresponding responsibilities.
Article XNUMX [Tort liability for damage caused by tree breakage, dumping, or falling fruit] If damage to others is caused by tree breaking, dumping, or falling fruit, etc., the owner or manager of the tree cannot prove that he is not at fault , should bear the tort liability.
Article XNUMX [Liability for damage caused by construction in public places or roads and liability for damage caused by underground facilities such as manholes] Excavating, repairing and installing underground facilities in public places or roads causes damage to others, and the constructor cannot prove that he has Those who set up obvious signs and take security measures shall be liable for infringement.
If the 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.
By-laws
Article XNUMX [Meaning of legal terms] "above", "below", "within" and "expiration" referred to in the Civil Law include this number; ”, excluding this number.
Article 2021 [Effective Date and Repeal of the Old Law] This Law shall come into force on January 1, 1. 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, People's Republic of China The Property Law of the People's 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 shall be repealed at the same time.
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