As per the article 470 of China Civil Code, the content of a contract shall be agreed by parties, generally include the following:
- the name of the parties and their domiciles;
- the subject of the contract;
- quantity;
- quality
- the relevant price or reward;
- duration, place, ways of performance;
- the liability for breach of contract;
- the ways for dissolving disputes.
How to interpret a contract in which some clauses are unclear or ambiguous.
As per Article 511 of the China Civil Code:
Where the parties’ agreement on the contents of the relevant contract is unclear and cannot be determined according to the provisions of the preceding article, the following provisions shall apply:
(1) the quality requirements are not clear, in accordance with the mandatory national standards; If there is no mandatory national standard, it shall be implemented in accordance with the recommended national standard; If there is no recommended national standard, it shall be implemented in accordance with industry standards; If there is no national standard or industry standard, it shall be performed according to the usual standard or the specific standard that meets the purpose of the contract.
(2) If the price or remuneration is unclear, it shall be performed according to the market price at the place of performance when the contract is concluded; If government pricing or government-guided pricing should be implemented according to law, it shall be implemented in accordance with the provisions.
(3) Where the place of performance is not clear, if the payment is made in money, it shall be performed at the place where the party receiving the money is located; Where real estate is delivered, it shall be performed at the place where the real estate is located; Other targets shall be performed at the place where the party performing the obligation is located.
(4) If the time limit for performance is unclear, the debtor may perform at any time, and the creditor may also request performance at any time, but the other party shall be given necessary preparation time.
(5) If the method of performance is not clear, it shall be performed in a way conducive to the realization of the purpose of the contract.
(6) If the burden of performance expenses is unclear, it shall be borne by the party performing the obligation; The performance expenses increased due to the creditor’s reasons shall be borne by the creditor.
