Conclusion of Contract according to China Civil Law

The rules on conclusion of contract in China, based on the articles of the Civil Code of P.R.China
Article 469: The parties may enter into a contract in writing, orally, or in any other form.
Written form refers to the tangible representation of the contents contained in contracts, letters, telegrams, telegrams, faxes, and other forms.
A data message that can be tangibly expressed through electronic data interchange, email, or other means and can be accessed and used at any time is considered in written form.

Article 470: The contents of a contract shall be agreed upon by the parties and generally include the following clauses:
(1) The name and address of the parties involved;
(2) Subject matter;
(3) Quantity;
(4) Quality;
(5) Price or remuneration;
(6) Deadline, location, and method of performance;
(7) Liability for breach of contract;
(8) Methods for resolving disputes.
The parties may enter into a contract by referring to model texts of various types of contracts.
Article 471: The parties may conclude a contract by means of an offer, acceptance, or other means.
Article 472: An offer is an expression of intention to enter into a contract with another person, which shall meet the following conditions:
(1) Specific determination of content;
(2) The acceptance of the offeree indicates that the offeror is bound by the expression of intention.
Article 473: An invitation to make an offer is an expression of the desire for others to make an offer to oneself. Auction announcements, bidding announcements, prospectuses, bond fundraising methods, fund recruitment prospectuses, commercial advertisements and promotions, and price lists sent are invitations for tender offers.
If the content of commercial advertising and promotion meets the conditions of the offer, it constitutes an offer.
Article 474: The time when an offer becomes effective shall be subject to the provisions of Article 137 of this Law.
Article 475: An offer may be withdrawn. The withdrawal of an offer shall be subject to the provisions of Article 141 of this Law.
Article 476: An offer may be revoked, except in any of the following circumstances:
(1) The offeror explicitly states that the offer is irrevocable by determining the acceptance period or in other forms;
(2) The offeree has reason to believe that the offer is irrevocable and has made reasonable preparations for the performance of the contract.
Article 477: If the intention to revoke an offer is expressed through dialogue, the content of the intention shall be known to the offeree before the offeree makes the acceptance; If the intention to revoke an offer is expressed in a non conversational manner, it shall reach the offeree before the offeree makes acceptance.
Article 478: If any of the following circumstances occur, the offer shall become invalid:
(1) The offer has been rejected;
(2) The offer has been lawfully revoked;
(3) Upon the expiration of the commitment period, the offeree fails to make a commitment;
(4) The offeree makes substantial changes to the content of the offer.
Article 479: Acceptance is the expression of the offeree’s intention to agree to the offer.
Article 480: A commitment shall be made by notification; However, exceptions may be made based on trading practices or offers indicating that commitments can be made through actions.
Article 481: The acceptance shall reach the offeror within the time limit specified in the offer.
If the offer does not specify a deadline for acceptance, the acceptance shall arrive in accordance with the following provisions:
(1) If an offer is made through dialogue, a commitment should be made immediately;
(2) If the offer is made in a non conversational manner, the acceptance should arrive within a reasonable period of time.
Article 482: If 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 dispatch of the telegram. If the letter does not specify a date, it shall be counted from the postmark date on which the letter was posted. If the offer is made through fast communication methods such as telephone, fax, email, etc., the acceptance period shall be calculated from the time the offer reaches the offeree.
Article 483: The contract is formed when the commitment takes effect, except as otherwise provided by law or agreed upon by the parties.


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Article 484: The time of effectiveness of a commitment made by notification shall be subject to the provisions of Article 137 of this Law.
A commitment that does not require notification shall take effect when it is made in accordance with trading customs or the requirements of the offer.
Article 485: A promise may be withdrawn. The withdrawal of commitments shall be subject to the provisions of Article 141 of this Law.
Article 486: If the offeree issues an acceptance beyond the acceptance period, or issues an acceptance within the acceptance period and cannot reach the offeror in a timely manner under normal circumstances, it shall be a new offer; However, except where the offeror promptly notifies the offeree that the acceptance is valid.
Article 487: If the offeree issues an acceptance within the acceptance period that would normally reach the offeror in a timely manner, but due to other reasons, the acceptance reaches the offeror beyond the acceptance period, the acceptance is valid unless the offeror promptly notifies the offeree that it does not accept the acceptance due to the acceptance exceeding the period.
Article 488: 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, quantity, quality, price or remuneration, performance period, performance location and method, breach of contract liability, and dispute resolution methods of the contract are substantive changes to the content of the offer.
Article 489: If an acceptance makes non substantial changes to the content of an offer, the acceptance shall be valid and the content of the contract shall prevail, unless the offeror promptly objects or the offer indicates that the acceptance shall not make any changes to the content of the offer.
Article 490: If the parties enter into a contract in the form of a written contract, the contract is formed when both parties sign, stamp, or fingerprint it. Before signing, stamping or fingerprinting, if one party has fulfilled its main obligations and the other party accepts, the contract is established.
According to laws and administrative regulations, or as agreed by the parties, a contract shall be concluded in writing. If one party has already fulfilled its main obligations and the other party accepts it, the contract shall be established.
Article 491: If a party enters into a contract in the form of a letter, electronic data message, or other forms and requires the signing of a confirmation letter, the contract shall be formed upon the signing of the confirmation letter.
If the information on goods or services released by one party through the Internet or other information networks meets the conditions for offer, the contract is formed when the other party selects the goods or services and submits the order successfully, unless otherwise agreed by the parties.
Article 492: The place where the commitment takes effect shall be the place where the contract is formed.
If a contract is concluded in the form of electronic messages, the recipient’s main place of business shall be the place where the contract is established; If there is no main place of business, the domicile shall be the place where the contract is established. If the parties have other agreements, they shall be followed.
Article 493: If the parties enter into a contract in the form of a written contract, the place where the contract is finally signed, sealed, or fingerprinted shall be the place of formation of the contract, unless otherwise agreed by the parties.
Article 494: If the state issues national order tasks or directive tasks based on emergency rescue and disaster relief, epidemic prevention and control, or other needs, relevant civil entities shall enter into contracts in accordance with the rights and obligations stipulated by relevant laws and administrative regulations.
The parties who have the obligation to make an offer in accordance with laws and administrative regulations shall promptly make a reasonable offer.
The parties who have the obligation to make commitments in accordance with laws and administrative regulations shall not refuse the other party’s reasonable request to enter into a contract.
Article 495: A subscription agreement, purchase agreement, pre order agreement, etc. that the parties agree to enter into a contract within a certain period of time in the future constitutes a pre order contract.
If one party fails to fulfill the contractual obligations stipulated in the reservation contract, the other party may request it to assume the breach of contract liability for the reservation contract.
Article 496: Standard terms are terms that the parties have drafted in advance for repeated use and have not negotiated with the other party at the time of contract formation.
If a contract is concluded using standard terms, the party providing the standard terms shall follow the principle of fairness to determine the rights and obligations between the parties, and take reasonable measures to remind the other party to pay attention to clauses that have a significant interest in the other party, such as exempting or reducing their responsibilities. According to the other party’s requirements, the party providing the standard terms shall explain the relevant clauses. If the party providing standard terms fails to fulfill their obligation to provide prompts or explanations, resulting in the other party not paying attention to or understanding the terms that have a significant interest in them, the other party may claim that the terms do not become part of the contract.
Article 497: In any of the following circumstances, the standard clause shall be invalid:
(1) Having invalid circumstances as stipulated in Chapter 6, Section 3 of Part 1 of this Law and Article 506 of this Law;
(2) The party providing standard terms unreasonably exempts or reduces its responsibility, increases the responsibility of the other party, or restricts the other party’s main rights;
(3) The party providing standard terms excludes the other party’s primary rights.
Article 498: If there is a dispute over the interpretation of standard terms, they shall be interpreted according to the usual understanding. If there are two or more interpretations of the standard terms, an interpretation that is unfavorable 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 499: If a bounty giver publicly declares to pay a reward to a person who completes a specific act, the person who completes the act may request payment.
Article 500: If any of the following circumstances occur during the process of concluding a contract and cause losses to the other party, the party shall be liable for compensation:
(1) Falsely entering into a contract and engaging in malicious negotiations;
(2) Intentionally concealing important facts related to the conclusion of a contract or providing false information;
(3) There are other behaviors that violate the principle of good faith.
Article 501: The parties shall not disclose or improperly use any trade secrets or other confidential information that they become aware of during the process of entering into a contract, regardless of whether the contract is established or not; If the trade secret or information is leaked or improperly used, causing losses to the other party, the party shall bear the liability for compensation

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About Jingzhan.Wang

An international Lawyer, based in China. (with phone nubmer: (+86)13920701735. Email: b.forest@163.com Providing full legal services for internaional coporations and individuals: contract disputes, international trade, international construction project, trans-regional investment, company merge and aquire, marine disputes, trademark, copyright, trans-naitional crime charge/denfense, and more. Our lawyers can speak both English and Chinese. We provide particular solutions for the disputes you're involving.

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