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Introduction

 

As mentioned in our first article on this topic, you know that the People’s Republic of China (PRC) has its own Civil Code 📕, entering into force on January 1st, 2021.

To continue reflecting on this change, let’s focus now on the implications of the PRC Civil Code on businesses.

As a business, you need to enter into agreements with your partners and clients, and hence formalize your contracts with them.

Part III of the Civil Code, with 525 articles, precisely deals about contracts, the topic of this article.

Let’s address here in this part 2 the general principles of concluding contracts.

 

1.Principles

 

Contracts are defined as agreements between civil subjects, establishing, modifying or terminating a civil legal relationship (article 464).

As such, they are submitted to the general principles that emerge more generally from the Civil code, namely:

👉 compliance with laws,

👉 good faith,

👉 fairness,

👉 confidentiality and protection of trade secrets,

👉 importance of trade practices,

👉 environmental concerns.

Lawfully concluded contracts being binding on the parties (article 465), special attention shall be paid to their drafting.

2.Conclusion of contracts 🖊️

 

A contract is concluded when an acceptance meets an offer or by other methods (article 471). It can be done in writing (tangible document or verified electronic data), oral or in some other form (article 469).

This gives a hint on the willingness to encompass contracts in a broad spectrum and stresses their important as a consequence.

The following provisions should generally be included in a contract (article 470):

👉 names and headquarters of the parties,

👉 subject matter,

👉 quantity,

👉 quality,

👉 price or remuneration,

👉 time limit, place and method of performance,

👉 liability for breach,

👉 dispute settlement method.

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A supplementary agreement can be concluded in case of absence or unclear provisions about quality, price or remuneration, or place of performance. Otherwise, the relevant terms of the contract or trading practices shall apply (article 510).

 

3.Focus on standard terms 📄

 

Standard terms are allowed, provided they are fair, and appropriate information is shared with the other party, especially for instance on the exclusion or mitigation of liability (article 496).

Unreasonable exemption or reduction of liability, or major rights limitation and liability increase for the other, are grounds for invalidity of standard terms (article 497).

 

4.Typical contracts 🔍

 

After detailing the general principles, the Civil Code addresses a range of typical contracts (from article 595 to 978), defining them and explaining their specificities: sales, loan, guarantee, construction, technology, warehousing, intermediary, partnerships, etc.

Conclusion

Due to its significance, the Contracts’ section of PRC Civil Code is an evidence of the emphasis placed on the subject area.

It tackles contracts in a comprehensive way, from conclusion to termination.

Next up, stay tuned for part 3, the last of our series on PRC Civil Code, focusing on contracts’ performance.

To know more about Chinese law developments, follow us!

Click here to read part 1 of our series https://www.linkedin.com/pulse/civil-code-peoples-republic-china-overview-shift-nicolas-coster.

#china #legal #costerassociates

Did you know that the People’s Republic of China now has its own Civil Code, effective from January 2021?

Read our full article here to know more about it:

 

https://www.linkedin.com/pulse/civil-code-peoples-republic-china-overview-shift-nicolas-coster/?trackingId=QI3HW3gy592NwSYES78ECg%3D%3D

 

 

 

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Interview of Nicolas Coster, French business lawyer specialized in foreign direct investment. In this interview, Nicolas Coster answers questions related to setting up a business in China.

 

To read the original article, please click on the following link:

 

http://www.created-in-china.com.cn/2020/09/09/setting-up-a-company-in-china-the-legal-perspective/