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    Contract Law of the People's Republic of China

Contract Law of the People's Republic of China:(Specific Provisions)Chapter IX Purchase and Sale Contracts

2013-10-23 11:48:58 Release Author: Read Flow:3407次
 Article 130 A "purchase and sale contract" is a contract whereby the seller transfers its ownership over the targeted matter to the buyer and the buyer pays the price therefor.

Article 131 In addition to those clauses prescribed in Article 12 of this Law, a purchase and sale contract may also contain such clauses as method of packaging, inspection standards and method, mode of settlement, language used for the contract and their validity.

Article 132 The seller shall own the targeted matter for sale or have the right of disposal.

For a targeted matter the transfer of which is forbidden or restricted by laws or administrative regulations, the provisions therein shall govern.

Article 133 The ownership over a targeted matter is transferred upon the delivery of the targeted matter, unless the law provides otherwise or the parties stipulate otherwise.

Article 134 The parties may stipulate in a purchase and sale contract that the seller retains the ownership over the targeted matter if the buyer fails to pay the price or to perform other obligations.

Article 135 The seller shall perform its obligations of delivering the targeted matter or providing documents for taking delivery of the targeted matter and transferring the ownership over the targeted matter to the buyer.

Article 136 The seller shall hand over the related certificates and data to the buyer as contracted or according to trade practices in addition to the documents for taking delivery of the targeted matter.

Article 137 Where targeted matters involving intellectual property rights such as computer software are to be sold, unless the laws provide otherwise or the parties stipulate otherwise, the intellectual property rights of these targeted matters shall not belong to the buyer.

Article 138 The seller shall deliver the targeted matter within the stipulated time limit. Where a time limit is stipulated for the delivery, the seller may deliver the targeted matter at any time within the time limit.

Article 139 If the time limit for delivery is not stipulated or is unclearly stipulated, the provisions of Article 61 and sub-paragraph 4, Article 62 of this Law shall apply.

Article 140 If the buyer has already possessed the targeted matter before the contract is entered into, the time at which the contract becomes valid is the time of delivery.

Article 141 The seller shall deliver the targeted matter to the agreed place of delivery.

If the place of delivery is not stipulated or is unclearly stipulated by the parties and cannot be determined according to the provisions of Article 61 of this Law, the following provisions shall apply:

(1) If the targeted matter needs to be transported, the seller shall consign the targeted matter to the first carrier for its delivery to the buyer; and

(2) If the targeted matter does not need to be transported, and if the seller and the buyer know the location of the targeted matter when entering into the contract, the seller shall deliver the targeted matter at the said location of the targeted matter; if the location of the targeted matter is unknown, the seller shall deliver the targeted matter at the seller's place of business at the time when the contract is made.

Article 142 The risks of damage and loss of the targeted matter shall be borne by the seller prior to the delivery and by the buyer after the delivery, unless the laws provide otherwise or the parties stipulate otherwise.

Article 143 If the targeted matter is unable to be delivered within the agreed time limit because of the buyer, the buyer shall bear the risks of damage and loss of the targeted matter from the date of breaching the agreement.

Article 144 When the seller consigns its sold targeted matter to a carrier for transport, unless the parties stipulate otherwise, the risks of damage and loss of the targeted matter en route shall be borne by the buyer from the time when the contract is made.

Article 145 If the place of delivery is not stipulated or is unclearly stipulated by the parties, and if the targeted matter needs to be transported according to sub-paragraph 1, paragraph 2, Article 141 of this Law, the buyer shall bear the risks of damage and loss of the targeted matter when the seller consigns the targeted matter to the first carrier for transport.

Article 146 If the seller puts the targeted matter at the place of delivery as contracted or in accordance with the provisions of sub-paragraph 2, paragraph 2, Article 141 of this Law and if the buyer, in violation of the stipulation, does not take delivery of the targeted matter, the risks of damage and loss shall be borne by the buyer from the day on which the buyer violates the stipulations.

Article 147 The seller's failure to provide documents and data in relation to the targeted matter as contracted shall not affect the shift of the risks of damage and loss of the targeted matter.

Article 148 If the aim of a contract cannot be achieved owing to the fact that the quality of a targeted matter fails to meet the requirements, the buyer may refuse to accept the targeted matter or may dissolve the contract. In case the buyer refuses to accept the targeted matter or dissolves the contract, the risks of damage and loss of the targeted matter shall be borne by the seller.

Article 149 The responsibility of the buyer to bear the risks of damage and loss of a targeted matter shall not affect the buyer's right to demand that the seller bear the liability for breach of contract if the seller's discharge of debts fails to comply with the agreement.

Article 150 The seller has the obligation to guarantee that no third party shall claim rights against the buyer over the targeted matter delivered unless the law provides otherwise.

Article 151 If the buyer is aware or ought to be aware that a third party has rights over the targeted matter while entering into the contract, the seller shall not assume the obligations stipulated in Article 150 of this Law.

Article 152 Where a buyer has clear evidence to prove that a third party may probably claim rights over the targeted matter, the buyer may suspend the payment therefor, except in the case that the seller has provided an appropriate guarantee.

Article 153 The seller shall deliver the targeted matter in accordance with the contracted quality requirements. When the seller provides quality specifications of the targeted matter, the targeted matter delivered shall conform to the specified quality requirements.

Article 154 If the parties have not stipulated or have unclearly stipulated the quality requirements of the targeted matter, nor can they determine them pursuant to the provisions of Article 61 of this Law, the provisions of sub-paragraph 1 of Article 62 of this Law shall apply.

Article 155 If the targeted matter delivered by the seller fails to meet the quality requirements, the buyer may demand that the seller bear the liability for breach of contract pursuant to the provisions of Article 111 of this Law.

Article 156 The seller shall deliver the targeted matter in compliance with the contracted packaging method. If the parties have not stipulated or have unclearly stipulated the packaging method, nor can they determine it pursuant to the provisions of Article 61 of this Law, the targeted matter shall be packed in a general way, and in the absence of a general way, it shall be packed in a manner sufficient to protect the targeted matter.

Article 157 The buyer shall inspect the targeted matter after receiving it within the agreed period for inspection. If no period for inspection is stipulated, the buyer shall inspect the targeted matter in time.

Article 158 If the parties stipulate the period for inspection, the buyer shall, within the period for inspection, notify the seller of any unconformity of the targeted matter with the agreed quantity or quality. If the buyer is indolent to notify the seller thereof, the targeted matter shall be deemed in conformity with the agreed quantity or quality.

If the parties have not stipulated an inspection period, the buyer shall notify the seller of the unconformity of the targeted matter with the agreed quantity or quality within a reasonable period of time after it discovers or ought to discover the unconformity. If the seller fails to notify the seller within a reasonable period of time or within two years after the date of taking delivery of the targeted matter, the targeted matter shall be deemed in conformity with the agreed quantity or quality. However, in the event that there is a quality guarantee period for the targeted matter, the quality guarantee period shall apply instead of the provisions on the two-year limit.

If the seller is aware or ought to be aware of the unconformity of the targeted matter with the stipulation, the buyer shall not be limited by the informing time limit stipulated in the preceding paragraphs.

Article 159 The buyer shall effect the payment in accordance with the contracted price. If the parties have not stipulated or have unclearly stipulated the price, the provisions of Article 61 and sub-paragraph 2, Article 62 of this Law shall apply.

Article 160 The buyer shall effect the payment at the agreed place. If the parties have not stipulated or have unclearly stipulated the place of payment, nor can they determine it pursuant to the provisions of Article 61 of this Law, the buyer shall pay at the place of business of the seller or, if the delivery of the targeted matter or that of the document for taking delivery of the targeted matter is contracted as the precondition for the payment, the payment shall be effected at the place where the targeted matter or the document for taking delivery of the targeted matter is delivered.

Article 161 The buyer shall effect the payment at the agreed time. If the time for payment is not stipulated or not clearly stipulated, nor can it be determined pursuant to the provisions of Article 61 of this Law, the buyer shall pay at the same time as it takes delivery of the targeted matter or receives the document for taking delivery of the targeted matter.

Article 162 If the seller delivers extra targeted matter, the buyer may accept or refuse to accept the extra part. If the buyer accepts the extra, it shall pay for the extra at the price contracted. If the buyer refuses to accept the extra, the buyer shall promptly notify the seller.

Article 163 Any accrued interest generated by the targeted matter shall belong to the seller before delivery and to the buyer after the delivery.

Article 164 If a contract is dissolved due to the unconformity of the principal targeted matter with the contracted requirements, the effect of the dissolution shall extend to the accessory matters. If the contract is dissolved due to the unconformity of the accessory matters with the contracted requirements, the effect of the dissolution shall not extend to the principal targeted matter.

Article 165 If a targeted matter is composed of several objects and one of them fails to meet the contracted requirements, the buyer may dissolve the part of the contract in connection with that object. If the separation of that object from the other objects affects markedly the value of the targeted matter, the party concerned may dissolve the contract in connection with the several objects.

Article 166 For the targeted matter to be delivered by batches, if the seller leaves one batch of the targeted matter not delivered, or delivered in a manner not in conformity with the agreement, so that the aim of the contract in connection with that batch of the targeted matter cannot be attained, the buyer may dissolve what is in connection with that batch of the targeted matter.

If the seller leaves one batch of the targeted matter not delivered, or delivered in a manner not in conformity with the agreement, so that the subsequent delivery of the remaining batches of the targeted matter cannot attain the aim contracted, the buyer may dissolve what is in connection with that batch and the remaining batches of the targeted matter.

If the buyer has dissolved the part of the contract in connection with one of the batches of the targeted matter and if that batch and the remaining batches of the targeted matter are interdependent on each other, the buyer may dissolve the part in connection with all the batches whether already or not yet delivered.

Article 167 If a buyer effects payment by installments and the unpaid installments amount to one-fifth of the total price, the seller may demand that the buyer pay the total sum or may dissolve the contract.

The seller deciding to dissolve the contract may request demand that the buyer pay a fee for the use of the targeted matter.

Article 168 The parties to a sale transaction by sample shall seal up the sample and may make specifications of its quality. The targeted matter delivered by the seller shall be identical in quality with the sample and its specifications.

Article 169 If the buyer to a sale transaction by sample is unaware of the sample's hidden defects, even if the targeted matter delivered is identical with the sample, the quality of the targeted matter delivered by the seller shall still conform to the common standards for the same category of objects.

Article 170 The parties to a sale transaction on trial use may stipulate a period for trial use of the targeted matter. If the period for trial use is not stipulated or not clearly stipulated by the parties, nor can it be determined pursuant to the provisions of Article 61 of this Law, it shall be determined by the seller.

Article 171 The buyer to a sale transaction on trial use may purchase or refuse to purchase the targeted matter within the period for trial use. If, on the expiry of the period for trial use, the buyer makes no indication as to whether to purchase or not, the targeted matter shall be deemed as purchased.

Article 172 The rights and obligations of the parties to a sale transaction by bid and tender, as well as the procedures for bid and tender, shall be governed by the provisions of the relevant laws and administrative regulations.

Article 173 The rights and obligations of the parties to an auction, as well as the auction procedures, shall be governed by the provisions of the relevant laws and administrative regulations.

Article 174 Any other non-gratuitous contract shall comply with laws containing relevant provisions and in the absence of such provisions, shall be handled with reference to the provisions governing purchase and sale contracts.

Article 175 The parties that agree to transfer the ownership of the targeted matters by barter trade shall handle the case with reference to the provisions governing purchase and sale contracts.

 

 

 

 


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