Civil Code: Conclusion of Contracts

(These clauses are selected from The Civil Code of the People’s Republic of China translated and authored by Steve Li and Robert Zhang, international arbitration lawyers registered in Shanghai, China, and published by Kindle Unlimited. No reproduction is allowed unless authorized by the authors.)
 
Chapter II Conclusion of Contracts
Article 469 Contracts may be concluded in a written form, orally, or otherwise.
"Written" or "in writing" means a written contract, letter, telegram, telex, fax, or any form in which the contents are tangibly expressed.
Any electronic message that tangibly expresses its contents by means of electronic data interchange or e-mail and is accessible at any time shall be deemed in writing.
Article 470 The terms of a contract shall be agreed upon by the parties thereto and generally contain the following
(1) the names and domiciles of the parties;
(2) the subject;
(3) the quantity;
(4) the quality;
(5) the price or remuneration;
(6) the term, place, and manner of performance;
(7) liability for breach; and
(8) dispute resolution.
A contract may be concluded with reference to the model texts of various categories of contracts.
Article 471 A contract may be concluded by communication of offer and acceptance or otherwise.
Article 472 Offer means the offeror's manifestation of intention to enter into a contract with the offeree and shall:
(1) be specific and definite in its terms; and
(2) indicate that the offeror will be bound by the offer upon the acceptance by the offeree.
Article 473 Invitation to offer means the inviter's manifestation of intention to request the invitee to make an offer to the inviter. Any auction or bidding announcement, stock, bond or fund prospectus, commercial advertisement, promotional material, or mailed price list shall be an invitation to offer.
Any commercial advertisement or promotional material shall constitute an offer if it contains all the essential elements of an offer.
Article 474 The effective time of an offer shall be determined in accordance with Article 137 of this Code.
Article 475 An offer may be withdrawn subject to the provisions of Article 141 of this Code.
Article 476 An offer may be revoked unless:
(1) the offeror expressly manifests that the offer is irrevocable by specifying an acceptance period or otherwise; or
(2) the offeree reasonably believes that the offer is irrevocable and has made reasonable preparations for the performance of the contract.
Article 477 A manifestation of intention to revoke an offer shall be invalid unless it is communicated to the offeree before the offeree's acceptance of the offer if it is made in the form of a dialogue, or unless served on the offeree before the offeree's acceptance of the offer if it is made otherwise than in the form of a dialogue.
Article 478 An offer shall become invalid if:
(1) it is rejected;
(2) it is revoked according to law;
(3) the offeree fails to accept it before the expiration of the acceptance period; or
(4) the offeree substantially alters the terms of the offer.
Article 479 Acceptance means the offeree's manifestation of consent to the offer.
Article 480 Acceptance of an offer shall be made by notice unless it may be made by an act according to the customs of trade or the offer.
Article 481 Acceptance of an offer shall be invalid unless served on the offeror within the acceptance period specified in the offer.
For an offer that does not specify an acceptance period, the acceptance shall be made:
(1) promptly if the offer is made in the form of a dialogue; or
(2) within a reasonable period if the offer is made otherwise than in the form of a dialogue.
Article 482 For an offer made by letter or telegram, the acceptance period shall be counted from the date stated in the letter or the date on which the telegram is sent. Where no date is stated in the letter, the acceptance period shall be counted from the postmark date on which the letter is posted. For an offer made by telephone, fax, e-mail, or any other means of instant messaging, the acceptance period shall be counted from the time when the offer is served on the offeree.
Article 483 A contract is concluded when the acceptance becomes valid unless otherwise specified by law or agreed by the parties.
Article 484 The effective time of an acceptance made by notice shall be determined in accordance with Article 137 of this Code.
An acceptance for which a notice is not required shall become valid when the offeree performs an act that constitutes an acceptance according to the customs of trade or the requirements of the offer.
Article 485 An acceptance may be withdrawn subject to the provisions of Article 141 of this Code.
Article 486 An acceptance shall constitute a counter offer if it is made upon the expiration of the acceptance period or is made within the acceptance period but cannot be served on the offeror in a timely manner in normal cases unless the offeror promptly notifies the offeree that the acceptance is valid.
Article 487 An acceptance shall be valid if it is made within the acceptance period and may be served on the offeror in a timely manner in normal cases, but it is served on the offeror beyond the acceptance period for any other cause unless the offeror promptly notifies the offeree that the acceptance is rejected due to its delay in service.
Article 488 An acceptance shall mirror the terms of the offer. An acceptance shall constitute a counter offer if it contains any material alteration of the terms of the offer. Any alteration of the subject matter, quantity, quality, price or remuneration, performance period, place or manner of performance, liability for breach, or dispute resolution under the contract shall constitute a material alteration of the terms of the offer.
Article 489 An acceptance containing immaterial alterations of the terms of the offer shall be valid and prevail over the offer as the terms of the contract unless the offeror promptly rejects the alterations or the offer indicates that the acceptance shall not contain any alteration of the terms of the offer.
Article 490 A contract shall be concluded if it is made in writing and signed by, or affixed thereto the seals or fingerprints of the parties to the contract. A contract shall be concluded if either party has performed its principal obligation under the contract and the other party has accepted the performance before they sign or affix their seals or fingerprints to the contract.
A contract shall be concluded if it is not made in writing but either party has performed its principal obligation under the contract and the other party has accepted the performance, notwithstanding that the contract should have been made in writing as required by laws and administrative regulations or as agreed by the parties.
Article 491 A contract in the form of a letter or electronic message shall be concluded upon the execution of a written confirmation of the contract if required by the parties to the contract.
A contract shall be concluded if the information on cargo or services released by either party through the Internet or other information networks constitutes an offer and an order for such cargo or services is successfully submitted by the other party unless otherwise agreed by the parties.
Article 492 The place where an acceptance becomes valid shall be the place of conclusion of the contract.
Where a contract is concluded by electronic message, the recipient's principal place of business, or its domicile in the absence of a principal place of business, shall be the place of conclusion of the contract unless otherwise agreed by the parties.
Article 493 Where a written contract is concluded, the place where the last party signs or affixes its seal or fingerprint to the contract shall be the place of conclusion of the contract unless otherwise agreed by the parties.
Article 494 Where the State issues national procurement orders or mandatory tasks, where necessary, in case of emergency rescue, disaster relief, or prevention and control of epidemic spreading, the interested parties shall enter into contracts governing their rights and obligations in accordance with laws and administrative regulations.
Any party obligated to make an offer in accordance with laws and administrative regulations shall make a reasonable offer in a timely manner.
Any party obligated to accept an offer in accordance with laws and administrative regulations shall not reject the reasonable offer of the other party to enter into a contract.
Article 495 Any subscription, order, or reservation under which the parties agree to enter into a contract within a certain period in the future shall constitute a pre-contract.
In case of either party's failure to perform its obligation under a pre-contract to enter into a contract as agreed, the party may be held liable for breach of the pre-contract.
Article 496 Standard term means any term prepared in advance by either party for repeated use and included in a contract without consulting the other party.
Where a contract containing any standard term is entered into, the party providing the standard term shall determine the rights and obligations of each of the parties on a fair basis, reasonably alert the other party to the standard term which may have a material effect on the other party, including but not limited to the term on the exemption of or limitation on the liabilities of the party providing the standard term, and explain such term upon the request of the other party. Where the party providing any standard term fails to perform the obligation of alert or explanation, which results in the other party's failure to pay attention to or understand any standard term which may have a material effect on it, the other party shall be entitled to claim that such term be severed from the contract.
Article 497 A standard term shall be invalid if
(1) it is invalid under the provisions of Section 3 of Chapter VI, TITLE ONE, or Article 506, of this Code;
(2) the party providing the standard term unreasonably exempts or limits its liabilities, or increases the liabilities or restricts the material rights of the other party; or
(3) the party providing the standard term excludes the material rights of the other party.
Article 498 In case of any dispute over the interpretation of a standard term, such term shall be interpreted in its common sense. Where any standard term may be interpreted in two or more senses, the interpretation which works against the interests of the party providing the standard term shall prevail. In case of any discrepancy between a standard term and a non-standard term, the non-standard term shall prevail.
Article 499 Where a public offer is made to pay a reward to any person who completes a specific act, the person who has completed the act shall be entitled to claim the reward from the offeror.
Article 500 In case of damage to or loss of either party in the process of concluding a contract, the other party shall be held liable if the other party:
(1) maliciously enters into negotiation under the pretext of concluding a contract;
(2) deliberately conceals any material fact related to the conclusion of the contract or provides any false information; or
(3) acts against the principle of good faith in any other manner.
Article 501 Either party shall not disclose or improperly use the trade secrets or any other confidential information of the other party obtained in the process of entering into a contract, regardless of whether the contract is concluded, and shall be held liable for damage to or loss of the other party due to its disclosure or improper use of such information.