民法通则 英文版 - 图文

General Principles of Civil Law of the People's Republic of China

[?19-150]

Adopted 12 April 1986 by the 4th Session of the 6th National People's Congress.

Chapter I — Fundamental Principles

Article_1

This Law is formulated in order to safeguard the legitimate rights and interests of

citizens and legal persons, to correctly regulate civil relations and to meet the requirements of the development of the construction of socialist modernisation, in accordance with the Constitution and actual conditions in China and drawing on the practical experience of civil activities.

Article_2

The Civil Law of the People's Republic of China regulates, on the basis of equality, the property and personal relationships between citizens, between legal persons and between citizens and legal persons.

Article_3

Parties concerned shall enjoy equality of position in their civil activities.

Article_4

Civil activities shall respect the principles of voluntary participation, equity, compensation at equal value and honesty and trustworthiness.

Article_5

The legitimate rights and interests of citizens and legal persons are protected by law and may not be violated by any organisation or individual.

Article_6

Civil activities must respect the law. Where the law has no provisions with regard to civil activities, they shall respect State policies.

Article_7

Civil activities shall respect social moral principles and shall not harm the common interests of society, damage State economic plans or disrupt social economic order.

Article_8

Unless otherwise stipulated by law, the laws of the People's Republic of China shall apply to civil activities carried out within the territory of the People's Republic of China.

Unless otherwise stipulated by law, the provisions of this Law with regard to citizens apply to foreign nationals and stateless persons within the territory of the People's Republic of China.

Chapter II — Citizens (Natural Persons)

Section 1: Civil Legal Capacity and Capacity for Civil Acts

Article_9

Commencing at the time of birth and ceasing at the time of death, citizens have civil legal capacity and, according to law, enjoy civil rights and bear civil obligations.

Article_10

The civil legal capacity of all citizens is equal.

Article_11

A citizen attains majority at the age of eighteen. He possesses full capacity for civil acts and may independently engage in civil activities. He is a person of full capacity for civil acts.

A citizen of sixteen or more years of age who has not attained the age of eighteen and whose main source of livelihood is income obtained from his own work is deemed to be a person of full capacity for civil acts.

Article_12

A minor of ten or more years of age is a person of limited capacity for civil acts and may engage in civil activities commensurate with his age and intellect. In other civil activities he is to be represented by his legal agent or obtain the consent of the legal agent.

A minor under the age of ten years is a person of no capacity for civil acts. Civil activities are to be carried out on his behalf by his legal agent.

Article_13

A person who is mentally unsound and incapable of discretion in his own actions has

no capacity for civil acts and shall be represented in his civil activities by his legal agent.

A person who is mentally unsound and not completely capable of discretion in his own actions is a person of limited capacity for civil acts and may engage in civil activities commensurate with his state of mental health. In other civil activities he shall be represented by his legal agent.

Article_14

The guardian of any person of limited or no capacity for civil acts is that person's legal agent.

Article_15

The place in which a citizen is registered as living shall be his domicile. Where a person's domicile and usual place of residence are not the same, his usual place of residence shall be deemed to be his domicile.

Section 2 : Guardianship

Article_16

The parents of a minor are the guardians of that minor.

If the parents of a minor are deceased or are incapable of guardianship, guardianship shall be undertaken by any of the following persons who are capable of guardianship: (i) grandparents (paternal or maternal); (ii) elder brothers, elder sisters;

(iii) other relatives or friends with a close relationship to the minor who are willing to accept the responsibility of guardianship, with the approval of the units of the minor's parents or of the neighbourhood or village committee of the locality in which the minor is domiciled.

In the event of a dispute with regard to guardianship, the units of the parents of the minor or the neighbourhood or village committee of the locality in which the minor is domiciled shall appoint a guardian from among the close relatives of the minor. If legal proceedings are instituted as a result of a disagreement with the appointment, the People's Court shall issue a ruling.

In the absence of guardians as stipulated above, the units of the minor's parents or the neighbourhood or village committee or department of civil administration of the

locality in which the minor is domiciled shall accept guardianship.

Article_17

In the case of a mentally ill person with no capacity for civil acts, guardianship shall be undertaken by any of the following persons: (i) spouse; (ii) parents;

(iii) children who have attained majority; (iv) other close relatives;

(v) other relatives or friends with a close relationship to the mentally ill person who are willing to accept guardianship and who have the consent of the mentally ill person's unit or of the neighbourhood or village committee of the locality in which the mentally ill person is domiciled.

In the event of a dispute with regard to guardianship, the unit of the mentally ill person or the neighbourhood or village committee of the locality in which the mentally ill person is domiciled shall appoint a guardian from among the close

relatives of the mentally ill person. If legal proceedings are instituted as a result of a disagreement with the appointment, the People's Court shall issue a ruling. In the absence of a guardian as stipulated above, the mentally ill person's unit or the neighbourhood or village committee or department of civil administration of the locality in which the mentally ill person is domiciled shall accept guardianship.

Article_18

A guardian shall carry out the duties of a guardian and protect the person, property and other legitimate rights and interests of his ward. A guardian may not dispose of a ward's property except in the interests of the ward.

A guardian is protected by law in his exercise, according to the law, of his guardianship rights.

Should a guardian not perform his guardianship duties or should he violate the legitimate rights and interests of his ward, he shall bear responsibility. Should a guardian cause loss to the property of a ward, such loss shall be compensated for. The People's Court may revoke a guardian's status in response to a petition by a relevant person or unit.

Article_19

An interested person may apply to the People's Court to have a mentally ill person declared a person of limited or no capacity for civil acts.

A person declared by the People's Court to be a person of limited or no capacity for civil acts may have limited or full capacity for civil acts proclaimed by the People's Court, depending on that person's state of recovery and on the basis of an application by the person himself or by an interested person.

Section 3: Declaration of Disappearance or Death

Article_20

If the whereabouts of a citizen remain unknown for a full two years, an interested party may apply to the People's Court to have the citizen declared a missing person. If the citizen's whereabouts are unknown during a period or war, the period for which his whereabouts are unknown shall be calculated from the date of conclusion of the war.

Article_21

The property of a missing person is to be administered by the person's spouse,

parents, adult children or other close relative or friend. In the event of a dispute with regard to administration, or in the absence of a person as stipulated above or where a person stipulated above is incapable of administering the property, the People's Court will appoint an administrator.

Taxes owed, debts and other moneys due by the missing person shall be paid by the administrator from the property of the missing person.

Article_22

If a person who has been declared missing reappears or if his whereabouts are

determined, the People's Court shall, upon application by the person himself or by an interested party, cancel the declaration of disappearance.

Article_23

Should any one of the following circumstances apply to a citizen, an interested party may apply to the People's Court to have the person declared dead: (i) the person's whereabouts are unknown for a full four years;

(ii) the person has remained without trace as a result of an accident for a full two

years from the date of the accident.

If disappearance occurs during a time of war, the period for which the person's

whereabouts are unknown shall be calculated from the date of conclusion of the war.

Article_24

If a person who has been declared dead reappears or if it is determined that the

person has not died, the People's Court shall, upon application by the person himself or by an interested party, cancel the declaration of death.

Civil law acts carried out by a person with capacity for civil acts during a period in which the person is declared dead are valid.

Article_25

A person, the declaration of whose death has been cancelled, has the right to request return of his property. Any citizen or organisation which has acquired the person's property in accordance with inheritance laws shall return the original property. If the original property no longer exists, appropriate compensation shall be made. Section 4: Individual Industrial and Commercial Households and Rural Contracting

Households

Article_26

A citizen who, within the scope permitted by the law and following examination, approval and registration according to the law, engages in industrial or commercial business is an individual industrial and commercial household may adopt a business name.

Article_27

A member of a collective rural economic organisation who, within the scope permitted by the law, engages in commodity business in accordance with the provisions of a contract is a rural contracting household.

Article_28

The legitimate rights and interests of individual industrial and commercial households and rural contracting households are protected by law.

Article_29

The debts of individual industrial and commercial households and rural contracting households shall, where such enterprises are individually operated, be undertaken

with the property of the individual. Where operation is by a household, they shall be undertaken with the property of the household.

Section 5: Partnership between Individuals

Article_30

Partnership between individuals refers to two or more citizens operating in partnership or working together in accordance with an agreement, with each contributing such things as funds, property and technology.

Article_31

The partners must conclude a written agreement on such matters as amount of capital contribution, distribution of profits, responsibility for debts, entry into and withdrawal from the partnership and termination of the partnership.

Article_32

Property invested by the partners shall be administered and utilized jointly by the partners.

Property accumulated through the business activities of a partnership is owned jointly by the partners.

Article_33

A partnership between individuals may adopt a business name and, following

examination, approval and registration according to the law, may engage in business within the scope approved and registered.

Article_34

The business activities of a partnership between individuals shall be decided jointly by the partners. The partners have both executive and supervisory rights.

The partners in a partnership may elect a managing partner. Civil liability for the business activities of the managing partner and other personnel is borne jointly by all the partners.

Article_35

Liability for the debts of a partnership shall be undertaken by the partners with their respective property, according to the proportion of their contributed capital. The partners shall undertake joint liability for the debts of a partnership, unless

otherwise stipulated by law. Any partner whose repayment of a debt of the

partnership exceeds his personal liability has the right to seek compensation from the other partners.

Chapter III — Legal Persons Section 1: General Provisions

Article_36

A legal person is an organisation which possesses civil legal capacity and capacity for civil acts and which, according to the law, independently enjoys civil rights and assumes civil obligations.

The civil legal capacity and capacity for civil acts of a legal person arise from the time of establishment of the legal person and cease to exist upon the termination of the legal person.

Article_37

A legal person must fulfil the following conditions: (i) it must be established in accordance with the law; (ii) it must possess the necessary property or funds;

(iii) it must have its own name, organisational structure and premises; (iv) it must be capable of independently bearing civil liability.

Article_38

A person who, in accordance with the law or the articles of association of the legal person, is responsible for representing the legal person in the exercise of its duties and functions is the legal representative of the legal person.

Article_39

The location of the main place of work of a legal person is the domicile of the legal person.

Article_40

Upon termination, a legal person shall carry out liquidation and cease activities which are beyond the scope of the liquidation.

Section 2: Corporations

Article_41

Enterprises under the ownership of the whole people or under collective ownership which have funds in conformity with State regulations, which have articles of association and an organisational structure and premises, and which are capable of independently assuming civil liability qualify for the status of a corporation following examination, approval and registration by their department in charge. Sino-foreign joint equity enterprises, Sino-foreign co-operative enterprises and enterprises with sole foreign investment established within Chinese territory which fulfil the conditions of a legal person shall acquire the status of a Chinese corporation following examination, approval and registration according to the law by the industrial and commercial administrative authorities.

Article_42

A corporation shall operate within its approved and registered scope of business.

Article_43

A corporation shall assume civil liability for the business activities of its legal representatives or other employees.

Article_44

Separation, merger or other major changes to a corporation shall be registered with the original registering body and publicly announced.

Following separation or merger of a corporation, its rights and obligations shall be enjoyed and assumed by the subsequently formed legal person.

Article_45

A corporation shall terminate under any one of the following circumstances: (i) legal annulment; (ii) dissolution;

(iii) legal declaration of bankruptcy; (iv) other reasons.

Article_46

Should a corporation terminate, it shall carry out procedures with the original registering body for cancellation of its registration and shall make a public announcement.

Article_47

Upon dissolution of a corporation, a liquidation group shall be established to carry out liquidation. If a corporation has been annulled or declared bankrupt, the department in charge or People's Court shall organise the relevant bodies or personnel to form a liquidation group to carry out liquidation.

Article_48

A corporation under the ownership of the whole people shall assume civil liability with the property provided to it by the State for the purpose of business operations. A corporation under collective ownership shall assume civil liability with the property of the enterprise. Sino-foreign joint equity corporations, Sino-foreign co-operative corporations and corporations with sole foreign investment shall all assume civil liability with the property of the respective corporation, except where otherwise stipulated by the law.

Article_49

Should any one of the following circumstances apply to a corporation, it shall assume liability and, in addition, its legal representative may be subject to

administrative sanction or a fine; if a crime is constituted, criminal liability shall be investigated and determined according to the law:

(i) carrying out illegal business activities beyond the scope of subiness approved and registered by the registration body;

(ii) concealing the true facts from the registration or tax authorities, or practising fraud;

(iii) extracting funds or concealing assets for the purpose of evading debts; (iv) disposing of property without authorisation following dissolution, annulment or declaration of bankruptcy;

(v) failing to apply immediately for the registration and public announcement of a change or of termination, causing an interested party to sustain substantial loss; (vi) engaging in other activities prohibited by law, causing damage to State or common public interests.

Section 3: Organisations, Institutions and Associations as Legal Persons

Article_50

An organisation with independent funds shall have the status of a legal person from its date of establishment.

An institution or association which fulfils the criteria of a legal person and which is not required by law to register as a legal person shall acquire the status of a legal person from the date of its establishment. An institution or association which is required by law to complete procedures for registration as a legal person shall

acquire the status of a legal person following examination, approval and registration.

Section 4: Joint Operations

Article_51

In the case of a joint operation between enterprises or between an enterprise and an institution, forming a new economic entity which independently assumes civil liability and which fulfils the criteria of a legal person, such entity shall acquire the status of a legal person following examination, approval and registration by the authorities in charge.

Article_52

Where enterprises or an enterprise and an institution join for business purposes

without fulfilling the criteria of a legal person, each party to the joint operation shall, in accordance with its proportion of contributed funds or the provisions of an

agreement, assume civil liability with its respective property or with the property for operation and management. Where joint liability is to be borne according to law or the terms of an agreement, the parties shall assume joint liability.

Article_53

Where enterprises or an enterprise and an institution join for business purposes and operate independently in accordance with the provisions of a contract, their rights and duties are as stipulated by the contract and each shall assume civil liability.

Chapter IV — Civil Legal Acts and Agency

Section 1: Civil Legal Acts

Article_54

Civil legal acts are the legitimate actions of a citizen or legal person in establishing,

modifying or terminating civil rights and civil obligations.

Article_55

A civil legal act shall fulfil the following criteria:

(i) the actor shall possess the appropriate capacity for civil acts; (ii) the intention shall be shown to be genuine; (iii) it shall not violate the law or the public interest.

Article_56

A civil legal act may be in written, oral or other form. Where the law stipulates a particular form, this shall be complied with.

Article_57

A civil legal act is legally binding from the time it originates. An actor may not rescind or modify an act without reference to the law or without obtaining the consent of the other party.

Article_58

The following civil legal acts are not valid:

(i) those performed by a person without capacity for civil acts;

(ii) those which, according to the law, may not be performed independently by a person with limited capacity for civil acts;

(iii) those performed by way of one party cheating, coercing or taking advantage of the other party's precarious situation, thereby causing the other party to act against his true wishes;

(iv) those performed in collaboration and with ill intent, harming the interests of the State, collective or a third party;

(v) those which violate the law or interests of society;

(vi) economic contracts which contravene State planning directives; (vii) those which conceal illegal aims in a legal form.

Invalid civil legal acts shall have no binding force from the time of commencement

of the act.

Article_59

In the case of the following civil acts, one of the parties has the right to petition the People's Court or an arbitration organ to modify or rescind the act: (i) an act where the actor seriously misunderstands the content of the act; (ii) an act where there is a clear loss of fairness.

Civil legal acts which are rescinded are invalid from the time of commencement of the act.

Article_60

The partial invalidity of a civil legal act shall not affect the validity of other parts, which shall remain valid.

Article_61

After a civil act is confirmed invalid or is rescinded, the party concerned shall return the property obtained as a result of the act to the party which has suffered loss. The party at fault shall compensate the other party for any resulting loss. Where both parties are at fault, each shall undertake respective liability.

Where both parties collaborate with ill intent to harm State or collective interests or the interests of a third party, both parties shall be required to hand over the property they have acquired, ownership of which shall revert to the State or collective, or return it to the third party.

Article_62

Conditions may be attached to civil legal acts. Civil legal acts with conditions attached become valid upon fulfilment of such conditions.

Section 2: Agency

Article_63

Citizens and legal persons may perform civil legal acts through an agent.

An agent shall, within the scope of his agency, perform civil legal acts in the name of the principal. The principal shall assume civil liability for the representing acts of the agent.

Civil legal acts which, according to law or express agreement between the interested parties, must be performed by the principal may not be performed by an agent.

Article_64

Agency includes agency by mandate, statutory agency and designated agency. An appointed agent shall execute his agency rights in accordance with the principal's appointment. A statutory agent shall execute his agency rights in accordance with the provisions of the law and a designated agent shall execute his agency rights as designated by the People's Court or designating unit.

Article_65

An appointment of agency for civil legal acts may be in written or oral form. Where required by law to be in written form, it shall be in written form.

An appointment of agency in writing shall clearly state the personal or business name of the agent, the matters subject to agency, the limitations and duration of agency and shall bear the signature or seal of the principal.

If the written appointment of agency is not clear, the principal shall undertake civil liability toward any third parties. The agent shall bear joint liability.

Article_66

Civil liability for acts performed without agency, beyond the scope of agency or after termination of agency rights shall only be assumed by the principal following

ratification by the principal. The actor shall assume civil liability for acts not ratified by the principal. Failure on the part of the principal to deny an act which he is aware of being performed in his name by another person shall be deemed to be consent. If an agent does not fulfil his duties and thereby causes the principal to suffer damage, he shall assume civil liability.

If an agent and a third party collaborate to harm the interests of the principal, the agent and the third party shall bear joint liability.

If a third party performs a civil act with an actor while aware that the actor is without agency rights, is exceeding his scope of authority or that such authority has

terminated, and thereby causes damage to another person, the third party and the actor shall bear joint liability.

Article_67

If an agent knows that the matters in which he is appointed to act as agent are illegal

and nevertheless carries out his agency activities or if a principal is aware that the actions of an agent are illegal and fails to object, the principal and agent shall bear joint liability.

Article_68

If, in the interests of a principal, an appointed agent finds it necessary to appoint a sub-agent, he shall obtain the prior permission of the principal. If he does not obtain the prior permission of the principal, he shall notify the principal promptly after the event. In the event that the principal does not agree, the agent shall bear civil liability for the acts of the sub-agent appointed by him, except where the sub-agent has been appointed under emergency conditions for the purpose of protecting the interests of the principal.

Article_69

Should any one of the following conditions exist, the appointed agency shall terminate:

(i) expiration of the period of agency or completion of the matters entrusted to the agent;

(ii) cancellation of the appointment by the principal or resignation from the appointment by the agent; (iii) death of the agent;

(iv) loss by the agent of capacity for civil acts;

(v) termination of the legal person constituting the principal or the agent.

Article_70

Should any one of the following conditions exist, the statutory agency or designated agency shall terminate:

(i) acquisition or resumption of capacity for civil acts by the principal; (ii) death of the principal or agent;

(iii) loss by the agent of capacity for civil acts;

(iv) cancellation of designated agency by the People's Court or designating unit; (v) dissolution, due to other reasons, of the guardianship relationship between a

principal and an agent.

Chapter V — Civil Rights

Section 1: Property Ownership and Related Property Rights

Article_71

Property ownership refers to the rights of an owner, according to the law, to possess, use, reap benefit from and dispose of his own property.

Article_72

The ownership property may not be acquired in violation of the provisions of the law. Where property is acquired in accordance with a contract or other legal means, ownership of the property shall pass from the time the property is handed over, unless otherwise stipulated by the law or by agreement between the interested parties.

Article_73

State property is owned by the whole people.

State property is sacred and inviolable. It is prohibited for any organisation or

individual to occupy, fraudulently seize, privately divide, withhold or damage State property.

Article_74

The property of a collective organisation of the working people is owned by the collective, including:

(i) land, forests, mountains, grasslands, wastelands, siltbanks, etc., stipulated by law as being owned by the collective;

(ii) property of collective economic organisations;

(iii) buildings, reservoirs, irrigation and water conservation installations and

educational, scientific, cultural, health and sports facilities, etc., which are owned by the collective;

(iv) other property owned by the collective.

Land owned by a collective shall, in accordance with the law, be owned collectively by the village peasants and managed and administered by an agricultural collective economic organisation such as the village agricultural production co-operative or by

the village citizens' committee. Land which is already owned by a township peasants' collective economic organisation may be collectively owned by the township peasants.

Property owned by a collective is protected by law. It is prohibited for any

organisation or individual to occupy, fraudulently seize, privately divide, damage or illegally seal up, detain, freeze or confiscate such property.

Article_75

The private property of a citizen includes lawful income, house, savings, daily

effects, cultural relics, books and library materials, forest trees, livestock and means of production which a citizen is permitted by law to own, and other lawful property. The lawful property of a citizen is protected by law. It is prohibited for any

organisation or individual to occupy, fraudulently seize, privately divide, damage or illegally seal up, detain, freeze or confiscate such property.

Article_76

Citizens enjoy the right of property inheritance in accordance with the law.

Article_77

The lawful property of associations, including that of religious associations, is protected by law.

Article_78

Property may be owned jointly by two or more citizens.

Co-ownership is divided into co-ownership according to share and

ownership-in-common. Co-owners by share enjoy rights and undertake obligations with regard to property in accordance with the proportion of their respective shares. Owners-in-common enjoy rights and undertake obligations with regard to the property owned in common.

Every co-owner of property co-owned by share has the right to demand the

separation or assignment of his portion. When selling a share, however, the other co-owners shall have a pre-emptive right of purchase on equal terms.

Article_79

Buried or hidden objects, the ownership of which is unclear, shall be handed over to the State. Units accepting such items shall commend or offer a material reward to the

unit or individual which hands in the item.

Lost articles, flotsam or lost domestic animals which are found shall be returned to the owner who shall compensate the finder for any costs incurred in doing so.

Article_80

Land owned by the State may, in accordance with the law, be used by a unit under ownership of the whole people or be designated for use by a collectively-owned unit. The State protects the right to utilize and reap benefit from the land. The unit utilizing the land is obliged to administer, protect and make reasonable use of the land.

The legal right of citizens and collectives to manage under contract land which is owned by a collective or owned by the State and utilized by a collective is protected by law. The rights and obligations of both parties to the contract shall be stipulated in the contract in accordance with the law.

Land may not be traded, leased, mortgaged or otherwise illegally transferred.

Article_81

Natural resources such as forests, mountains, grasslands, wastelands, siltbanks and waters which are owned by the State may, in accordance with the law, be utilized by a unit under the ownership of the whole people or be designated for use by a collectively-owned unit. The State protects the right to use and reap benefit from such resources. The unit utilizing the resource is obliged to administer, protect and make reasonable use of the resource.

Mineral resources owned by the State may, in accordance with the law, be exploited by a unit under the ownership of the whole people or by a collectively-owned unit. They may also, in accordance with the law, be extracted by a citizen. The state protects lawful mining rights.

The lawful rights of citizens and collectives to manage under contract

collectively-owned or State-owned, collectively-utilized forests, mountains,

grasslands, wastelands, siltbanks and waters are protected by law. The rights and obligations of both contracting parties shall be stipulated in the contract in accordance with the law.

State-owned mineral deposits and rivers and forest-land, mountains, grasslands, wastelands and siltbanks owned by the State and designated by law as being owned by a collective may not be illegally bought or sold, leased, mortgaged or otherwise illegally assigned.

Article_82

The lawful right of an enterprise under the ownership of the whole people to operate and manage property entrusted to it by the State to operate and manage shall be protected by law.

Article_83

Neighbours on real estate shall correctly resolve their relationships with regard to such matters as damming of water, drainage, access, ventilation and natural lighting in the spirit of facilitating production, making life easier, unity and mutual assistance and equality and fairness. Should one party obstruct or cause damage to his

neighbour, he shall cease the infringement, remove the obstacle and compensate for damage.

Section 2: Creditors' Rights

Article_84

Debt is the particular relationship involving rights and obligations created between parties in accordance with the stipulations of a contract or provisions of the law. The party which enjoys rights is the creditor and the party which bears obligations is the debtor.

A creditor has the right to demand that a debtor fulfils its obligations in accordance with the stipulations of a contract or provisions of the law.

Article_85

A contract is an agreement between interested parties which creates, modifies or terminates a civil relationship. A contract established in accordance with the law is protected by law.

Article_86

If a creditor comprises two or more parties, each shall enjoy rights in accordance with its stipulated share. If a debtor comprises two or more parties, each shall bear obligations in accordance with its stipulated share.

Article_87

If the number of creditors or the number of debtors is two or more, then, in accordance with the provisions of the law or agreement between the interested parties, each creditor enjoying joint rights has the right to demand fulfilment of

obligations by the debtor. Each debtor bearing joint liability shall be obliged to fully

discharge the debt. The party which has fulfilled the obligation has the right to demand that the other debtors under joint liability pay the portion they should bear.

Article_88

The parties to a contract shall fully discharge their obligations as stipulated by the contract.

If the contract stipulations concerning quality, duration, location or price are unclear and cannot be determined by reference to relevant articles in the contract and if the parties, moreover, are unable to reach agreement through discussion, the following provisions shall apply:

(i) If the quality requirements are unclear, the contract shall be performed in

accordance with State quality standards. In the absence of State quality standards, it shall be performed in accordance with usual standards.

(ii) If the term of performance is unclear, the debtor may fulfil its obligations to the creditor at any time. The creditor may also demand at any time that the debtor fulfil its obligations, but shall allow the other party the necessary preparatory time. (iii) If the place of performance is unclear and the payment of money is involved, performance shall be in the place in which the party receiving the payment is located. If the place of performance is unclear in other respects, performance shall be in the place in which the party fulfilling the obligation is located.

(iv) If the agreement with regard to price is unclear, the contract shall be performed in accordance with a price set by the State. In the absence of a State-set price, the contract shall be performed with reference to the market price or the price of a similar item or the standard of payment for a similar category of labour.

If a contract does not contain an agreement with regard to patent application rights, the party which accomplishes a discovery or invention shall enjoy the right to apply for patent.

If a contract does not contain an agreement with regard to rights to use scientific or technical results, the interested parties shall all enjoy such rights.

Article_89

In accordance with the provisions of the law or as agreed between the parties, the following methods may be adopted to guarantee the discharge of a debt:

(i) If a guarantor has guaranteed to a creditor the discharge by a debtor of a debt and the debtor fails to discharge such debt, the guarantor shall, in accordance with the

agreement, fulfil the obligation or bear joint liability. After it fulfils the obligation, the guarantor has the right to seek compensation from the debtor.

(ii) A debtor or third party may provide certain assets as security. If the debtor fails to discharge its debt, the creditor shall have the right to receive priority in payment by, according to the provisions of the law, converting the security to its value or by selling the secured assets.

(iii) One party may, within the scope stipulated by law, pay a deposit to the other party. Following discharge of the debt by the debtor, the deposit shall be deducted from the price or refunded. If the party which paid the deposit fails to discharge the debt, it shall have no right to demand the refund of the deposit. If the party which accepted the deposit fails to fulfil its obligations, it shall repay double the original deposit amount.

(iv) If one party possesses, in accordance with a contract, the property of another party and the other party fails to pay the sum of money agreed in the contract within the time agreed, the party in possession of the property shall have the right to retain the property and, according to law, to receive priority in payment by converting the property to its value or by selling the property.

Article_90

Lawful creditor-debtor relationships are protected by law.

Article_91

If one party to a contract assigns, in full or in part, its rights and obligations under the contract to a third party, it must obtain the agreement of the other party to the contract and may not seek to make a profit. Any contract which, according to the law, had to be approved by the State must be re-approved by the original approving body, except where otherwise stipulated by law or the provisions of the contract.

Article_92

If improper benefits are obtained without legal basis and damage is caused to another party, the illegally gained profits must be returned to the party which suffered such damage.

Article_93

If a party undertakes management or a service without a legal or agreed obligation in order to avoid harm to the interests of another party, it shall have the right to demand from the benefiting party compensation for the necessary expenses incurred thereby.

Section 3: Intellectual Property Rights

Article_94

Citizens and legal persons enjoy rights of authorship (copyright). According to law, they have such rights as those to sign, issue, publish and be remunerated.

Article_95

Patent rights obtained according to the law by citizens or legal persons are protected by law.

Article_96

The exclusive right to use a trademark obtained, according to the law, by a legal person, individual industrial and commercial household or a partnership between individuals is protected by law.

Article_97

Citizens enjoy the right of discovery with regard to their own discoveries. A

discoverer has the right to apply for and obtain a certificate of discovery, a monetary award or other award.

Citizens have the right, with regard to their own inventions or other scientific and technical achievements, to apply for and obtain a certificate of honour, monetary award or other award.

Section 4: Personal Rights

Article_98

Citizens enjoy the right to life and to health.

Article_99

Citizens enjoy the right to a name and have the right to determine, use and, in

accordance with regulations, to change their own names. It is prohibited for a person to interfere with, fraudulently use or to pass himself off under another citizen's name. Legal persons, individual industrial and commercial households and partnerships between individuals enjoy the right to a business name. Corporations, individual industrial and commercial households and partnerships between individuals have the right to use and, in accordance with the law, to transfer their own business names.

Article_100

Citizens enjoy the right of portrait. A citizen's portrait may not be used for the purpose of obtaining a profit without the permission of the citizen himself.

Article_101

Citizens and legal persons enjoy the right of reputation. The human dignity of citizens is protected by law. It is prohibited to harm the reputation of a citizen or legal person by such means as insult or libel.

Article_102

Citizens and legal persons enjoy the right to honour. It is prohibited to illegally strip a citizen or legal person of an honorary title.

Article_103

Citizens enjoy the right of freedom of choice in marriage. Mercenary marriages, arranged marriages and other actions which interfere with freedom in marriage are prohibited.

Article_104

Marriage, the home, old people and mothers and children are protected by law. The legitimate rights and interests of disabled persons are protected by law.

Article_105

Women enjoy civil rights equal to those of men.

Chapter VI — Civil Liability Section 1: General Provisions

Article_106

A citizen or legal person who violates a contract or fails to fulfil other obligations shall assume civil liability.

A citizen or legal person who through his own fault infringes upon State or collective property or upon another person, or who harms another person, shall assume civil liability.

If he is not at fault but the law stipulates that he shall assume civil liability, he shall

assume such liability.

Article_107

If a contract is unable to be performed or damage caused to another person for

reasons of force majeure, civil liability is not borne unless otherwise stipulated by the law.

Article_108

Debts shall be fully discharged. If a debtor is temporarily unable to repay a debt he may, with the consent of the creditor or as a result of a ruling by the People's Court, repay the debt in instalments. If he is capable of repaying the debt but refuses to do so, the People's Court shall issue a verdict to enforce the repayment.

Article_109

If a person suffers damage as a result of preventing or stopping an infringement upon State or collective property or upon the property or body of another person, the person committing the infringement shall be liable to compensate. The beneficiary may also provide appropriate compensation.

Article_110

If it is necessary to investigate and determine administrative liability with regard to a citizen or legal person bearing civil liability, such administrative liability shall be investigated and determined. If a criminal offence is constituted, the criminal liability of the citizen or of the legal representative of the legal person shall be investigated and determined.

Section 2: Civil Liability for Breach of Contract

Article_111

If one party fails to fulfil its contractual obligations or if the performance of such contractual obligations fails to comply with the agreed conditions, the other party shall have the right to demand performance or to take remedial measures and shall also have the right to claim damages.

Article_112

The liability for damages of a party in breach of contract shall correspond to the loss sustained as a result by the other party.

The parties may agree in the contract that if one party breaches the contract it shall pay a fixed amount to the other party as a default payment. The parties may also

agree in the contract on a method of calculation of damages for breach of contract.

Article_113

In the case of breach of a contract by both parties to the contract, each party shall bear its respective civil liability.

Article_114

If one party suffers damage as a result of breach of contract by the other party, it shall take immediate measures to prevent the damage from extending. If it fails to take immediate measures and the damage does extend, it shall have no right to claim compensation for the additional damage.

Article_115

Modification or termination of a contract shall not affect the rights of the parties to claim damages.

Article_116

If a party is unable to fulfil its contractual obligations as a result of the actions of a higher authority it shall, as agreed in the contract, compensate the other party or adopt other remedial measures, following which the higher authority shall be responsible for handling the loss it will consequently have sustained.

Section 3: Civil Liability for Infringement of Rights

Article_117

If State or collective property or the property of another person is seized, it shall be returned. If the property is unable to be returned, monetary compensation of an equivalent value shall be paid.

If State or collective property or the property of another person is damaged, such property shall be restored to its original state or monetary compensation of an equivalent value paid.

Should the victim sustain further serious damage as a result, the infringing person shall also pay compensation for such damage.

Article_118

If a citizen's or legal person's right of authorship (copyright), patent right, right to the exclusive use of a trademark, right of discovery, right of invention or other right pertaining to scientific or technical achievements is infringed upon in the form of

plagiary, falsification or imitation, the citizen or legal person shall have the right to demand that the infringement be stopped, the effects of the infringement eliminated and damage compensated for.

Article_119

In the case of violation of a citizen's person causing bodily injury, compensation shall be paid for medical costs, reduced income due to time off work and the living allowance of a disabled person, etc. If death is caused, costs such as the funeral expenses of the deceased and the necessary living costs of those who were dependants of the deceased prior to his death shall be paid.

Article_120

If a citizen's right to a name, right of portrait, right of reputation or right of honour is infringed upon, he shall have the right to demand that the infringement be stopped, that his reputation be restored, that the effects of the infringement be eliminated and an apology made. He may also claim damages.

If a legal person's right to a business name, right of reputation or right of honour is infringed upon, the provisions of the preceding paragraph shall apply.

Article_121

If a State organ or an employee of a State organ in the execution of his duties violates the legitimate rights or interests of a citizen or legal person and causes damage to be sustained, civil liability shall be assumed.

Article_122

If damage is caused to another person's property or body as a result of a substandard product, the manufacturer and the seller of the product shall assume civil liability in accordance with the law. If responsibility lies with a carrier or storer, the manufacturer and seller shall have the right to claim damages.

Article_123

Civil liability shall be assumed if harm is caused to another person in the course of work which involves a high degree of danger to the surrounding environment, such as the operation of high-altitude, high-pressure, inflammable, explosive, poisonous, radioactive or high-speed transport tools. If it can be proved that the harm was deliberately caused by the victim, civil liability shall not be borne.

Article_124

If State provisions on environmental protection and prevention of pollution are violated, resulting in pollution of the environment and harm to another person, civil liability shall be assumed according to the law.

Article_125

If holes are dug or underground installations repaired or installed in a public place, roadside or thoroughfare without installing clear signs and adopting safety measures, resulting in damage to another person, the construction workers shall assume civil liability.

Article_126

If a building or other installation or an object placed on or suspended from a building collapses, comes loose or falls, causing damage to another person, the owner or manager shall assume civil liability unless it can be proven that he was not personally at fault.

Article_127

If a domestic animal causes damage to another person, the owner or keeper of the animal shall bear civil liability. If the damage results from the fault of the victim, the owner or keeper of the animal shall not bear civil liability. If the damage results from the fault of a third person, the third person shall bear civil liability.

Article_128

Civil liability shall not be borne for damage caused in self-defence. If self-defence exceeds the necessary limits, causing unnecessary damage, then appropriate civil liability shall be assumed.

Article_129

If damage is caused in the course of the urgent avoidance of danger, the person who caused the situation of danger shall assume civil liability. If the danger arose from natural causes, the person urgently avoiding the danger shall not bear civil liability, or shall bear appropriate civil liability. If a person urgently avoiding danger takes inappropriate or excessive measures to do so, causing unnecessary damage, he shall bear appropriate civil liability.

Article_130

If two or more persons jointly infringe upon another person's rights, thereby causing him damage, they shall bear joint liability.

Article_131

If the victim is also at fault with regard to damages caused, the infringing person's civil liability may be reduced.

Article_132

If none of the interested parties is at fault with regard to damages caused, the civil liability may be divided among them in accordance with the actual circumstances.

Article_133

If a person with limited or no capacity for civil acts causes damage to another person, his guardian shall assume civil liability. If the guardian has full discharged his guardianship responsibilities his civil liability may be reduced appropriately. If a person with limited or no capacity for civil acts who owns property causes damage to another person, compensation shall be paid from the person's own property. Any shortfull shall be paid, as appropriate, by the guardian unless the guardian is a unit.

Section 4: Methods of Assuming Civil Liability

Article_134

The main methods of assuming civil liability are: (i) stopping the infringement; (ii) removing the obstacle; (iii) eliminating the danger; (iv) returning the property;

(v) restoring to original condition or state; (vi) repairing, reconstructing or replacing; (vii) compensating for damage; (viii) making a default payment;

(ix) eradicating effects, restoring reputation;

(x) making an apology.

The above methods of assuming civil liability may be applied individually or in combination.

When trying a case, the People's Court may, in addition to applying the above provisions, issue a reprimand, order the signing of a statement of repentance, take possession of the property involved in any illegal activities and of any illegally obtained income and may also impose a fine or detain the person concerned in accordance with the provisions of the law.

Chapter VII — Limitation of Actions

Article_135

The period of limitation of actions on a request to the People's Court for the protection of civil rights is two years, unless otherwise stipulated by the law.

Article_136

In the following cases, the period of limitation of actions shall be one year: (i) demand for compensation for bodily harm; (ii) sale of a substandard item not declared to be such; (iii) delay in or refusal of a payment of rent; (iv) loss of or damage to a deposited article.

Article_137

The period of limitation of actions shall be calculated from the time it was known, or should have been known, that a right was infringed upon. If more than twenty years have passed, however, since the date of the infringement of the right, the People's Court shall offer no protection. The People's Court may, under special circumstances, extend the period of limitation of actions.

Article_138

If an interested party is willing to perform its obligations after the period of

limitation of actions has been exceeded, it shall not be restricted by the limitation of actions.

Article_139

If, within the final six months of the period of limitation of actions, the right to request protection of civil rights is unable to be exercised due to reasons of force majeure or other obstacles, the limitation of actions shall be suspended. Calculation of the period of limitation of actions shall continue from the date on which the reason for the suspension of the limitation of actions is eliminated.

Article_140

The limitation of actions shall be interrupted if legal proceedings are commenced or if an interested party demands or agrees to fulfilment of its obligations. Calculation of the period of limitation of actions shall commence anew from the time of interruption.

Article_141

Other provisions of the law on the limitation of actions shall apply in accordance with statutory rules and regulations.

Chapter VIII — Application of the Law to Civil Relations Involving Foreigners

Article_142

The application of the law to civil relations involving foreigners shall be determined by the provisions of this Chapter.

Where the provisions of an international treaty which the People's Republic of China has concluded or has acceded to differ from civil laws of the People's Republic of China, the provisions of the international treaty shall apply, with the exception of those articles to which the People's Republic of China has declared its reservation. Where the law of the People's Republic of China and international treaties concluded or acceded to by the People's Republic of China do not contain provisions in relation to civil matters involving foreigners, international practice may be applied.

Article_143

In the case of a citizen of the People's Republic of China who has settled in a foreign country, the law of the country in which he has settled may be applied with regard to his capacity for civil acts.

Article_144

With regard to the ownership of real estate, the law of the place in which the real estate is located shall be applied.

Article_145

Unless otherwise stipulated by law, the parties to a contract involving foreigners may choose the law applicable to the handling of disputes arising from the contract. If the parties to a contract involving foreigners have not made a choice, the law of the country of closest connection to the contract shall be applied.

Article_146

With regard to compensation for damages resulting from an infringement of rights, the law of the place in which the infringement occurred shall be applied. If both

parties are nationals of the same country or domiciled in the same country, the law of their own country or of their place of domicile may also be applied.

Acts which occur outside the territory of the People's Republic of China and which the law of the People's Republic of China does not recognise as acts of infringement of rights shall not be dealt with as such.

Article_147

With regard to a marriage between a citizen of the People's Republic of China and a foreign national, the law of the place in which the marriage is concluded shall be applied. With regard to divorce, the law of the place in which the court handling the case is located shall be applied.

Article_148

With regard to the support of dependants, the law of the country of closest connection to the dependant shall be applied.

Article_149

With regard to the legal inheritance of property, the law of the place in which the deceased was domiciled at the time of the death shall be applied to personal property, while the law of the place in which real estate is situated shall be applied to such real estate.

Article_150

Where this Chapter provides for the application of the law of a foreign country or of international practice, this must not be contrary to the public interest of the People's Republic of China.

Chapter IX — Supplementary Principles

Article_151

The people's congress of a minority nationality autonomous area may, in accordance with the principles of the provisions of this Law, and incorporating the special

characteristics of the local minorities, formulate adaptive or supplementary articles or regulations. Those formulated by the people's congress of a minority nationality

autonomous region shall, in accordance with the provisions of the law, be reported to the Standing Committee of the National People's Congress for approval or for filing. Articles or regulations formulated by the people's congress of an autonomous prefecture or county shall be reported to the standing committee of the people's congress of the relevant province or autonomous region for approval.

Article_152

Enterprises under the ownership of the whole people which, before this Law came into force, were approved for establishment by the competent authorities at

provincial, autonomous region, centrally administered municipality or higher level and which are already registered with the industrial and commercial administrative authorities shall have the status of a legal person without having to re-register themselves as a legal person.

Article_153

The term \be foreseen, avoided or overcome.

Article_154

Periods of time referred to in the Civil Law are calculated in terms of the hours, days, months and years of the Gregorian calendar.

Where a period is to be calculated by hour, the time shall be calculated from the time specified. Where a period is specified to be calculated in terms of days, years or months, the day of commencement shall not be included. The calculation shall start from the following day.

Where the final day of a period falls on a Sunday or other statutory holiday, the day after the holiday shall be deemed to be the final day of the period.

Closing time on the final day of a period shall be midnight (2400 hours). Where business hours apply, closing time shall be the time at which business activities cease.

Article_155

The terms \Civil Law include the number itself. The terms \\Article_156 This Law shall come into force on 1 January 1987.

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