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经济合同法
发布时间:2011-8-31 11:38:00||  点击:1860次||  文章分类:翻译案例||  发布人:翻译家(Fanyijia.com)


中华人民共和国经济合同法

Economic Contract Law of the People’s Republic of China

第一章 总则

Chapter Ⅰ General Provisions

  第一条 为保障社会主义市场经济的健康发展。保护经济合同当事人的合法权益,维护社会经济秩序,促进社会士义现代化建设,制定本法。

Article 1 This Law is formulated with a view to safeguarding the sound development of the socialist market economy, protecting the lawful rights and interests of the parties to economic contracts, maintaining the socio-economic order and promoting the progress of the socialist modernization drive.

  第二条 本法适用于中等民事主体的法人。其他经济组织,个体工商户、农村承包经营户相互之间.为实现一定经济目的,明确相互权利义务关系而订立的合同。

Article 2 This Law shall be applicable to contracts entered into between civil subjects of equal footing, that is, between legal persons or other economic organizations or self-employed industrial and commercial households or leaseholding farm households for the purpose of realizing certain economic goals and defining the rights and obligations of the parties.

  第三条 经济合同,除即时清结者外,应当采用书面形式,当事人协商同意的有关修改合同的文书、电报和图表,也是合同的组成部分。

Article 3 Economic contracts, except for those in which accounts are settled immediately, shall be in written form. Documents, telegrams and charts that relate to the modification of a contract and that are agreed upon by the parties through consultation shall also be integral parts of the contract.

  第四条 订立经济合同,必须遵守法律和行政法规。任何单位和个人不得利用合同进行违法活动,扰乱社会经济秩序,损害国家利益和社会公共利益,牟取非法收入。   

Article 4 In concluding an economic contract, the parties must comply with the laws, administrative rules and regulations. No unit or individual may make use of a contract to engage in illegal activities, disrupt the socio-economic order, damage the interests of the State or the public interest, and seek illegal incomes.

  第五条 订立经济合同,应当遵循平等互利、协商一致的原则。仟何一方不得把自己的意志强加给对方。任何单位和个人不得非法干预。

Article 5 In concluding an economic contract, the parties must follow the principles of equality and mutual benefit and agreement through consultation. No party may impose its own will on the other party, and no unit or individual may illegally interfere.

  第六条 经济合同依法成立,即具有法律约束力,当事人必须全面履行合同规定的义务,任何一方不得擅自变更或解除合同。

Article 6 As soon as an economic contract is established in accordance with the law, it shall have legally binding force, and the parties must fully perform their obligations as stipulated in the contract. Neither party may unilaterally modify or rescind the contract.

  第七条 下列经济合同为无效:

Article 7 The following economic contracts shall be void:

  一、违反法律和行政法规的合同;

(1) contracts violating the law, administrative rules and regulations;

  二、采取欺诈、胁迫等手段所签订的合同;

(2) contracts signed through the use of fraud, coercion or similar means;

  三、代理人超越代理权限签订的合同或以被代理人的名义同自己或者向自已所代理的其他人签订的合同;

(3) contracts signed by an agent beyond the scope of his power of agency, or contracts signed by an agent in the name of his principal with himself or with another person whom he represents; and

  四、违反国家利益成社会公共利益的经济合同。

(4) economic contracts violating the interests of the State or the public interest.

  无效的经济合同,从订立的时候起,就没有法律约束力。确认经济合同部分无效的,如果不影响其余部分的效力,其余部分仍然有效。

Economic contracts that are void from the time they are concluded shall have no legally binding force. If a part of an economic contract is confirmed to be void, without affecting the validity of the remainder, the remainder shall still be valid.

  经济合同的无效。中级人民法院或者仲裁机构确认。

The voidness of an economic contract shall be confirmed by the people’s courts or the arbitration agencies.

  第八条 购销、建设工程承包、加工承揽、货物运输、供用电、仓储保管、财产租赁、借款、财产保险以及其他经济合同,除法律另有规定的以外,均适用本法的规定。

Article 8 The provisions of this Law shall, except as otherwise provided in the laws, apply to all contracts for purchase and sale, construction projects, processing transportation of goods, supply and use of electricity, warehousing, lease of property, loans and property insurance and other economic contracts.

  第二章 经济合同的订立和履行

Chapter Ⅱ The Conclusion and Performanceof Economic Contracts

  第九条 当事人双方依法就经济合同的主要条款经过协商一致,经济合同就成立。   

Article 9 An economic contract is established once both parties have, in accordance with the law, reached agreement through consultation on the principal clauses of the contract.

  第十条 代订经济合同,必须事先取得委托人的委托证明,并根据授权范围以委托人的名义签订,才对委托人直接产生权利和义务。

Article 10 hen an economic contract is to be concluded through an agent, the agent must first obtain a proxy in writing from the principal and sign the contract in the name of the principal within the scope of his power of agency, before the contract directly gives rise to rights and obligations on the part of the principal.

  第十一条 国家根据需要向企业下达指定性计划,有关企业之间应当依照有关法律、行政法规规定的企业的权利和义务签订合同。

Article 11 In case the State issues a mandatory plan to enterprises according to needs, relevant enterprises shall conclude contracts between them in accordance with their rights and duties as stipulated by laws and administrative rules and regulations.

  第十二条 经济合同应具备以下主要条款:

Article 12 An economic contract shall contain the following principal clauses:

  一、标的(指货物、劳务、工程项目等);

(1) the object ( referring to goods, labour services, construction projects, ect. ) ;

  二、数量和质量;

(2) the quantity and quality;

  三、价款或者酬金;

(3) the price or remuneration;

  四、履行的期限、地点和方式;

(4) the time limit, place and method of performance; and

  五、违约责任。

(5) the liability for breach of contract.

  根据法律规定的或按经济合同性质必须具备的条款,以及当事人一方要求必须规定的条款,也是经济合同的主要条款。

An economic contract shall also include as its principal clauses those whose inclusion is stipulated by law or by virtue of the nature of the economic contract, or whose inclusion is considered as indispensable by either party to the contract.

  第十三条 经济合同用货币履行义务时,除法律或者行政法规另有规定的以外,必须用人民币计算和支付。

Article 13 Where the obligations under an economic contract are to be fulfilled in monetary terms, except as otherwise provided by laws or administrative rules and regulations, Renminbi must be used for computation and payment.

  除国家允许使用现金履行义务的以外,必须通过银行转帐或者票据结算。

Except for cases in which the State permits the use of cash to fulfil obligations, settlements must be made by means of transfer of bank accounts or bills.

  第十四条 当事人一方可向对方给付定金。经济合同履行后,定金应当收回,或者抵作价款。

Article 14 One party may pay a deposit to the other party. After the economic contract is performed, the deposit shall be returned or set off against the price.

  给付定金的一方不履行合同的,无权请求返还定金。接受定金的一方不履行合同的。应当双倍返还定金。

If the party that pays the deposit fails to perform the contract, it shall have no right to reclaim the deposit. If the party that receives the deposit fails to perform the contract, it shall return twice the amount of the deposit.

  第十五条 经济合同当事人一方要求保证的,可由保证人担保。被保证的当事人不履行合同的,按照担保约定由保证人履行或者承担连带责任.

Article 15 If one party to an economic contract requests a guaranty, such guaranty may be provided by a guarantor. Where the guaranteed party fails to perform the contract, the guarantor shall perform or be held with joint obligation in accordance with the agreement on the guaranty.

  第十六条 经济合同被确认无效后。当事人依据该所取得的财产,应返还给对方。有过错的一方应赔偿对方因此所受的损失;如果双方都有过错。各自承担相应的责任。

Article 16 After an economic contract has been confirmed to be void, the parties shall return to each other any property that they have acquired pursuant to the contract. If one party is at fault, it shall compensate the other party for losses incurred as a result thereof. If both parties are at fault, each party shall be commensurately liable.

违反国家利益或社会公共利益的同时,如果双方都是故意的,应追缴双方已经取得或者约定取得的财产,收归国库所有。

In the case of an economic contract which violates the interest of the State and the public interest, if both parties have acted wilfully, the property that they have acquired or are due to acquire by mutual agreement shall be recovered and turned over to the State Treasury.

如果只有一方是故意的,故意的一方应将从对方取得的财产返回对方;非故意的一方已经从对方取得或约定取得的财产,应收归国库所有。

If only one party has acted wilfully, the wilful party shall restore to the other party the property it has acquired from the latter; the party that has not acted wilfully shall turn over to the State Treasury and property it has acquired from the other party or is due to acquire by mutual agreement.

第十七条 购销合同(包括供应、采购、预购、购销结合及协作、调剂等合同)中产品数量、产品质量和包装质量、产品价格和交贷期限按以下规定执行:

Article 17 The terms reguarding the quantity, quality, packaging quality and prices of products and the time limit for their delivery in purchase and sale contracts ( including contracts for supply, procurement, forward purchase, combination and coordination in purchases and sales, and adjustment ) shall be implemented in accordance with the following provisions:

一、产品数量,由供需双方协商签订。产品数量的计量方法,按国家的规定执行,没有国家规定的,按供需双方满足的方法执行。

(1) The product quantity term shall be concluded between the supplying and purchasing parties through consultation. The method of measuring product quantity shall be governed by the provisions of the State; in the absence of such provisions, a method agreed upon by the supplying and purchasing parties shall be applied.

  二、产品质量要求和包装质量要求,有国家强制性标准或者行业强制性标准的,不得低于国家强制性标准或者行业强制性标准签订;没有国家强制性标准,也没有行业强制性标准的,由双方协商签订。

(2) The product quality and packaging quality requirements terms shall be concluded in accordance with the standard which may not be lower than the State mandatory standards or the trade mandatory standards if such standards exist; in the absence of such standards, the terms shall be concluded between the parties through consultation.

  供方必须对产品的质量和包装质量负责,提供据以验收的必要的技术资料成实样。

The supplying party must be responsible for the product quality and packaging quality and provide the technical data or samples necessary for inspection.

产品质量的验收、检疫方法,根据国务院批准的有关规定执行,没有规定的由当事人双方协商确定。

The methods of ascertaining product quality through inspection and quarantine shall be carried out in accordance with the relevant provisions approved by the State Council; in the absence of such provisions, the parties shall determine the methods through consultation.

三、产品的价格,除国家规定必须执行国家定价的以外.由当事人协商议定。

(3) The product price term shall, except where the State provides that the State-fixed prices must be followed, be determined by the parties through consultation.

  执行国家定价的,在合同规定的交付期限内国家价格调整时,按交付时的价格计价。逾期交货的,遇价格上涨时,按原价格执行;价格下降时,按新价格执行。逾期提货或者逾期付款的,遇价格上涨时,按新价格执行。

In cases where a product is to be supplied on the basis of the State-fixed price, if the said price is readjusted before the time limit for delivery as provided in the contract, the payment shall be calculated according to the price at the time of delivery. If the delivery is delayed and the price has risen, the original price shall be adopted; if the price has dropped, the new price shall be adopted. In the event of delay in taking delivery of goods or late payment, if the price has risen, the new price shall be adopted; if the price has dropped, the original price shall be adopted.

  四、交(提)货期限要按照合同规定履行。任何一方要求提前或延期交(提)货,应在事先达成协议,并按协议执行。

(4) The time limit for delivery ( or taking delivery ) of the goods shall be carried out in accordance with the stipulations in the contract. If any party requests advancement or extension of the time limit for delivery ( or taking delivery ) of the goods, it shall reach an agreement with the other party beforehand, and implement it accordingly.

  第十八条 建设工程承包合同,包括勘察、设计、建筑、安装,可以由一个总包单位与建设单位签订总包合同,也可以由几个承包单位与建设单位分别签订合同。

Article 18 In contracting for construction projects, including survey, design, building and installation, one general contractor may sign a general contract with the construction client, or several contractors may separately sign contracts with the construction client.

国家的重大建设工程项目承包合同,根据国家规定的程序和国家批准的投资计划、计划任务书等文件签订。

Contracts for major construction projects of the State shall be concluded in accordance with procedures prescribed by the State and investment plans, planned project descriptions and other documents approved by the State.

  勘察、设计合同中,应规定双方提交勘察、设计基础资料、设计文件(包括概预算)的时间,设计的质量要求以及其他协作条件等条款。

Survey and design contracts shall provide the time for delivery of the basic survey or design data and design documents ( including an estimated budget ) by both parties, the quality requirements of the design, other conditions for coordination and other similar provisions.

  建筑、安装工程合同中,应明确规定工程范围、建设工期、中间交工工程开、竣工时间、工程质量、工程造价、技术资料交付时间、材料和设备供应责任、拨款和结算、交工验收、双方互相协作等条款。

Building and installation contracts shall expressly provide the scope of the project, the construction work period, the time for beginning and completing intermediate construction projects, the quality of the work, the costs of construction, the time for delivery of technical data, the responsibilities for the supply of materials and equipment, the allocations of funds and settlement of accounts, the inspection and acceptance of the projects upon completion, the mutual cooperation by the parties and other similar terms.

  建设工程的竣工验收,应以施工图纸及说明书、国家颁发的施工验收规范和质量检验标准为依据。

The inspection and acceptance of construction projects upon completion shall be carried out according to the blueprints and written instructions, and to the work testing norms and quality inspection standards issued by the state.

  第十九条 加工承揽合同,应根据定作方提出的品名、项目、质量要求和承揽方的加工、定作、修缮能力签订。除合同另有规定的以外,承揽方必须以自己的设备、技术和劳力,完成加工定作、修缮任务的主要部分,不经定作方向意,不得把接受的任务转比给第三方。定作方应当接受承揽方完成为物品或工作成果,并给付报酬。

Article 19 Processing contracts shall be concluded on the basis of the ordering party’s requirements as to the description of goods, the items and quality, and of the contractor’s capacity to process, make to order or repair. Except as otherwise provided in the contract, the contractor must use its own equipment, technology and labour force to complete the principal part of the tasks of processing, making to order and repairing and may not, without the consent of the ordering party, assign the accepted tasks to a third party. The ordering party shall accept the products and articles completed by the contractor and shall pay remuneration therefor.

  承揽方对定作方提供的原材料,应及付检验,发现不符合合同规定时,应立即涵印定作方调换或者补齐。承揽方对定作方是供的原材料不得擅自更换,对修理的物品不得偷换零件,违反的应承担赔偿责任。   

The contractor shall promptly inspect the raw and processed materials supplied by the ordering party and, if it discovers that they do not conform to the stipulations of the contract, it shall immediately notify the ordering party to replace them or supply what is lacking. The contractor may not, without permission, replace any raw and processed materials supplied by the ordering party and may not covertly exchange components of articles being repaired, and violators shall be liable for making compensation.

  承揽方修缮房屋或者加工成批非标准化物品,应接受定作方必要的检查和监督。但定作方不得妨碍承揽方的正常工作。承揽方承揽的复制、设计、翻译和物品性能测试、检验等任务,定作方要求保密的,应严格遵守。

When the contractor repairs a building or processes a batch of non-standardized articles, it shall accept necessary inspection and supervision by the ordering party, but the latter may not obstruct the contractor’s normal work. The contractor shall strictly comply with the ordering party’s request to keep confidential the duplications, designs translations, tests and inspections of the performance of certain articles, and other tasks contracted for by the contractor.

  定作方超过领取期限六个月不领取定作物,承揽方有权将定作物变卖,所得价款在扣除报酬、保管费用后,用定作方的名义存入银行。

If the ordering party does not take delivery of the ordered products within six months of the time limit for taking delivery, the contractor shall have the right to sell the ordered products and shall, after deducting its remuneration and storage fees from the money obtained from such sales, deposit the remainder in a bank in the name of the ordering party.

  第二十条 货物运输合同,由托运方和承运方协商签订。

Article 20 Contracts for the transportation of goods shall be concluded between the shipper and the carrier through consultation.

  凡涉及联运的,应明确规定双方或多方的责任和交接办法。

Any contract involving transshipment shall expressly provide the responsibilities of both or all parties and the freight delivery methods.

  托运的货物按照规定需要包装的,托运方必须按照国家主管机关规定的标准包装;没有统一规定包装标准的,应根据保证货物运输安全的原则进行包装,否则承运方有权绝拒绝承运。

If consigned goods, in accordance with stipulations, require packaging, the consignor must package the goods in accordance with the standards prescribed by the State authorities in charge; in the absence of uniform packaging standards, packaging shall be carried out in accordance with the principle of securing the safe transport of the goods, or else the shipper shall have the right to refuse to undertake the shipment.

  第二十一条 供用电合同,根据用电方需要和电力可供量签订。合同中应明确规定电力、电量、用电时间和违约责任等条款。

Article 21 Contracts for the supply and use of electricity shall be concluded in accordance with the needs of the electricity user and the electrical supply capacity. The contract shall expressly provide the electrical power, the amount of electricity, the period of use of electricity, the liability for breach of contract and other similar terms.

  第二十二条 仓储保管合同,根据存货方委托储存计划和保管方的仓储能量由双方协商签订。零星货物的储存,根据有关仓储规定签订。

Article 22 Warehousing contracts shall be concluded through consultation between the parties in accordance with the storing party’s plan for storage on consignment and the warehousing capacity of the safekeeping party.

  仓储保管合同中应明确规定储存货物的品名、规格、数没和保管方法,验收项目和验收方法。人库、出库手续,损耗标准和损耗的处理,费用负担和结算方法,违约责任条款。

The storage of odd-lot goods shall be contracted in accordance with the relevant provisions on storage. Warehousing and safekeeping contracts shall expressly provide the type, specifications and quantity of goods to be stored, and the method of safekeeping, the items to be inspected, the inspection methods, the procedures for depositing and withdrawing the goods from storage, the standards of loss and damage and the handling of loss or damage, the responsibility for expenses and the method of settling accounts, the liability for breach of contract and other similar terms.

保管方应按照合同规定的包装外观、货物品种、数量的质量,对入库货物进行验收,如果发现入库货物与合同规定不符。应及时通知存货方。

 The safekeeping party shall inspect the goods to be put into storage in accordance with the provisions of the contract concerning the packaging exterior and the type, quantity and quality of the goods, and, if it discovers that the goods to be put into storage do not conform to the provisions of the contract, it shall promptly notify the storing party.

保管方验收后,如果发生货物品种、数量、质量不符合同规定,由保管方承担赔偿责任。

 If, after the safekeeping party has inspected the goods, a non-conformity between the type, quantity or quality of the goods and the provisions of the contract occurs, the safekeeping party shall be liable for making compensation.

  存货方应当向保管方提供必要的货物验收资料,否则,发生货物品种、数量、质量不符合同规定时,保管方不承担赔偿责任。

The storing party shall provide the safekeeping party with necessary data for inspection of the goods, or else the safekeeping party shall not be liable for making compensation should any non-conformity between the type, quantity or quality of the goods and the provisions of the contract occur.

  第二十三条 财产租赁合同,应时确规定租赁财产的名称、数量、用途、积赁期限、租金和租金交纳期限、租赁期间财产维修保养的责任、违约责任等条款。

Article 23 Contracts for the lease of property shall expressly provide the name, quantity and use of the leased property, the term of the lease, the rent and the time limit for payment of the rent, the responsibility for maintenance and keeping the property in good repair during the term of the lease, the liability for breach of contract and other similar terms.

  出租方应按照合同规定时间和标准,将出租的财产交给承租方使用。如果出租方将财产所有权转移给第三方时,租赁合同对财产新的所有方继续有效。   

The lessor shall, in accordance with the time and standards provided in the contract, turn over the leased property for the use of the lessee. If the lessor transfers the ownership of the property to a third party, the lease contract shall continue to be effective with respect to the new owner of the property.

  承租方因工作需要,可以把租赁物转让给第三方承租使用,但必须事先征提出租方的同意。

The lessee may, because of work requirements, assign the use of the leased property to a third party, but it must first obtain the consent of the lessor.

  租金的标准,国家有统一规定的,按统一规定签订;没有统一规定的,由当事人双方协商议定。

The term concerning rent standards shall be concluded in accordance with the State uniform provisions if such provisions exist. In the absence of such provisions, the rent shall be determined through consultation between the parties.

  第二十四条 借款合同应当遵守国务院有关规定。合同中,应明确规定贷款的数额、用途、期限、利率、结算办法和违约责任等条款。

Article 24 Loan contracts shall be concluded in accordance with relevant provisions of the State Council. The contract shall expressly provide the amount of the loan, the use, the term, the interest rate, the procedures for settling accounts, the liability for breach of contract and other similar terms.

第二十五条 财产保险合同,由投保人提出保险要求,经保险人同意承保,并就合同的条款达成协议后成立。

Article 25 Property insurance contracts shall be concluded after the insurant submits demands for insurance, the insurer agrees to undertake the insurance and an agreement has been reached on the terms of the contract between the two parties.

保险人应当及时向投保人签发保险单或者其他保险凭证。   

The insurer shall issue an insurance policy or other insurance certificates to the insurance without delay.

  保险合同中,应明确规定保险标的、座落地点(或运输工具及航超)、保险余额、保险责任、除外责任、赔偿办法、保险费缴付办法以及保险起迄期限等条款。

An insurance contract shall expressly provide the object of the insurance, the exact location ( or the means of transport and voyage ), the insured amount, the insured liability, the excluded liability, the method of paying compensation and insurance premiums, the beginning and end of the insured term and other similar terms.

  投入方法应当维护被保险财产的安全。保险方可以对被保险财产的安全情况进行检查,如发生不安全因素,应及时通知投保方加以消除。

The policy holder shall protect the safety of the insured property. The insurer may conduct safety inspections of the insured property, and, if it discovers unsafe aspects, it shall promptly notify the policy holder to eliminate them.

被保险财产的损失。应由第三人负责赔偿的,如果投保方向保险方提出要求,保险方可以按照合同规定先予赔偿,但投保方必须将追偿权转让给保险方,并协助保险方向第三者追偿。

When a third person should be responsible for paying compensation for losses with respect to the insured property, if the policy holder submits a claim against the insurer, the insurer may first make compensation in accordance with the provisions of the contract, but the policy holder must assign its right to recover compensation to the insurer and assist him in recovering the compensation from the third person.

第三章 经济合同的变更和解除

Chapter Ⅲ The Modification and Rescission of Economic Contracts

  第二十六条 凡发生下列情况之一者,允许变更解除经济合同:

Article 26 It shall be permissible to modify or rescind an economic contract if any of the following situations occurs:

  一、当事人双方经协商同意。并且不因此损害国家利益和社会公共利益;

(1) if both parties agree through consultation, and if such modification or rescission would not harm the interests of the State and the social public interests;

  二、由于不可抗力致使经济合同的全部义务不能履行;

(2) if force majeure makes it impossible to perform the entire obligations under the economic contract; or

  三、由于另一方在合同约定的期限内没有履行合同。

(3) if the other party to an economic contract fails to perform the contract within the time limit agreed upon in the contract.

属于前款第二项或第三项规定的情况的,当事人一方有权通知另一方解除合同。

In case of Item (2) of Item (3) of the preceding paragraph, one party shall have the right to notify the other party of the rescission of the economic contract.

因变更或解除经济合同使一方遭受损失的,除依法可以免除责任的以外。应由责任方负责赔偿。

If one party suffers losses due to modification or rescission of the economic contract, the party that is held responsible, except when it may be exempted from liability according to law, shall be liable for making compensation.

  当事人一方发生合并、分立时。由变更后的当事人承担或分别承担履行合同的义务和享受应有的权利。   

If one party is merged or divided, the party or parties resulting from the change shall assume or severally assume the obligation to perform the contract and shall enjoy its or their due rights under the contract.

   第二十七条 变更或解除经济合同的通知或协议,应当采取书面形式(包括文书、电报等)。

Article 27 The notice or agreement regarding the modification or rescission of an economic contract shall be in written from ( including a document, a telegram, ect. ).

除由于不可抗力致使经济合同的全部义务不能履行或者由于另一方在合同约定的期限内没有履行合同的情况以外,协议未达成之前,原经济合同仍然有效。

 Before an agreement is reached, the original economic contract shall continue to be effective, except that force majeure makes it impossible to perform the entire obligations of the economic contract or the other party to the economic contract fails to perform the contract within the time limit agreed upon in the contract.

  第二十八条 经济合同订立后,不得因承办人或法定代表人的变动而变更或解除

Article 28 After an economic contract is concluded, it may not be modified or rescinded due to replacement of the person who has undertaken to conclude the contract or of the legal representative.

  第四章 违反经济合同的责任

 Chapter Ⅳ Liability for Breach of Contracts

第二十九条 由于当事人一方的过错,造成经济合同不能履行或者不能完全履行或者不能完全履行,由有过错的一方承担违约责任;如属双方的过错,根据实际情况,由双方分别承担各自应负的违约责任。

Article 29 If, due to the fault of one party, an economic contract cannot be performed or cannot be fully performed, the party at fault shall be liable for breach of the contract; if both parties are at fault, in accordance with the actual conditions, each party shall be commensurately liable for breach of the contract that is due to its fault.

由于失职、渎职或其它违法行为造成重大事故或严重损失的直接责任者个人,应追究经济、行政责任直至刑事责任。

If an individual is directly responsible for dereliction of duty, malfeasance or other unlawful conduct that gives rise to a major accident or severe losses, he shall be investigated for economic and administrative responsibility, and even criminal responsibility.

  第三十条 当事人-方由于不可抗力的原因不能履行经济合同的。应及时向对方通报不能履行或者需要延期履行、部分履行经济合同的理由在取得有关证明以后,允许延期履行、部分履行或不履行、并可根据情况部分全邻免予承担违约责任。

Article 30 If a party cannot perform an economic contract due to force majeure, it shall promptly notify the other party of the reason for its inability of performance or for its needs of a defered performance or partial performance of the economic contract. After it has obtained a relevant certificate, it shall be permitted to extend the time for performance, to perform partly or not to perform, and it may, in accordance with the circumstances, be partly or completely exempted from liability for breach of contract.

  第三十条 当事人一方违反经济合同时,应向对方支付违约金。如果由于违约已给对方造成的损失超过违约金的,还应进行赔偿,补偿违约金不足的部分。对方要求继续履行合同的,应继续履行。

Article 31 If a party breaches an economic contract, it shall pay damages for the breach to the other party. If the breach of contract has already caused the other party to suffer losses that exceed the amount of the damages, the breaching party shall make compensation for the amount exceeding the breach of contract damages. If the other party demands continued performance of the contract, the breaching party shall continue to perform.

  第三十一条 违约金、赔偿金应在明确责任后十天内偿付。否则按逾期付款处理。

Article 32 Breach of contract damages and compensatory damages shall be paid within ten days after liability is clearly established, or else the matter shall be handled as an overdue payment.

  第三十二条 违反购销合同的责任:

Article 33 Liability for breach of a purchase and sale contract.

  一、供方的责任:

(1) Liability of the supplying party:

  1.产品的品种、规格、数量、质量和包装质量不符合合同规定,或未按合同规定日期交货,应偿付违约金,赔偿金。

a. If the type, specifications, quantity, quality or packaging of the product does not conform to the provisions of the contract, or if delivery is not made on the date prescribed in the contract, it shall pay breach of contract damages and compensatory damages.

  2.产品错发到货地点或接货单位(人),除按合同规定负责运到规定的到货地点或接货单位(人)外,并承担因此而多支付的运杂费;如果造成逾期交货,偿付逾期交货的违约金。   

b. If the goods are sent to the wrong destination or receiving unit ( or individual ), in addition to transporting the goods to the destination or receiving unit ( or individual ) prescribed in the contract, it shall also be liable for paying any extra freight and miscellaneous charges incurred as a result thereof; if the error causes overdue delivery, it shall pay breach of contract damages for overdue delivery.

  二、需方的责任:

(2) Liability of the purchasing party:

  1.中途退货应偿付违约金、赔偿金。

a. If it cancels an order during the contract term, it shall pay breach of contract damages and compensatory damages.

  2.未按合同规定日期付款或提货、应偿付违约金。

b. If it fails to make payment or take delivery on the date prescribed in the contract, it shall pay breach of contract damages.

  3.错填或临时变更到货地点,承担由此而多支出的费用。

c. If it erroneously writes out or at the last moment changes the destination of the goods, it shall be liable for any extra expenses incurred as a result thereof.

  第三十三条 违反建设工程承包合同的责任

Article 34 Liability for breach of a construction project contract.

  一、承包方的责任:

1.Liability of the contractor:

  1.因勘察设计质量低劣成未按期提交勘察设计文件拖延工期造成损失,由勘察设计单位继续完善设计,并减收或免收勘察设计费,直至赔偿损失。

a.If, due to the inferior quality of survey and design work or because survey and design documents are not submitted in time, the work period is prolonged and losses are caused thereby, the survey and design unit shall continue to complete the designs and shall reduce or forfeit its survey and design fees and shall even make compensation for the losses.

  2.工程质量不符合合同规定。发包方有权要求限期无偿修理或者返工、改建,经过修理或者返工、改建后,造成逾期交付的,承包方偿付逾期的违约金。

b.If the construction quality does not conform to the stipulations of the contract, the party awarding the contract shall have the right to demand that the project be repaired or remedied and reconstructed within a fixed time and without extra payment, and if such repair or remedy and reconstruction causes overdue delivery of the project, the contractor shall pay breach of contract damages for overdue performance.

  3.工程交付时间不符合合同的规定,偿付逾期的违约金。

c. If the time the project is delivered does not conform to the stipulations of the contract, the contractor shall pay breach of contract damages for overdue performance.

  二、发包方的责任:

(2) Liability of the party awarding the contract:

  1.因勘察未按合同规定的时间和要求提供原材料、设备、场地、资金、技术资料等,除工程日期得以顺延外,还应偿付承包方因此造成停工、窝工的实际损失。

a. If the raw and processed materials, equipment, site, funds, technical data, ect., are not supplied according to the time or requirements stipulated in the contract, in addition to accepting a delay in the work deadline, it shall also reimburse the contractor for actual losses from work stoppages and idling of the labour force as a result thereof.

  2.工程中途停建、缓建,应采取措施弥补或减少损失,同时赔偿承包方由此而造成的停工、窝工、倒运、机械设备调迁、材料和构件积压等损失和实际费用。

b. If construction is stopped or postponed in the course of the work, it shall adopt measures to offset or reduce the losses and at the same time compensate the contractor for losses and actual expenses incurred as a result thereof due to work stoppages, idling of the labour force, changes in transportation, transfers of machinery and equipment, overstocking of materials and components, etc.

  3.由于变更计划,提供的资料不准确。或未按期提供必须的勘察、设计工作条件而造成勘察、设计的返工、停工成修改设计,按承包方实际消耗的工作量增付费用。   

c. If the plans are modified, the data supplied are not accurate or the conditions for survey and design work are not provided in good time and, as a result thereof, the survey and design work has to be redone or stopped, or the design revised, it shall pay additional expenses for the amount of work actually expended by the contractor.

  4.工程未经验收,提前使用,发现质量问题,自己承担责任。

d. If problems of quality are discovered in the project it has put into use without having first examined and accepted, it shall be held solely responsible.

  5.超过合同规定日期验收或付工程费,偿付逾期的违约金。

e. If it exceeds the deadline stipulated in the contract for examination and acceptance or for paying the construction fees, it shall pay breach of contract damages for overdue performance.

  第三十四条 违反加工承揽合同的责任

Article 35 Liability for breach of a processing contract.

  一、承揽方的责任:

(1) Liability of the contracting party:

  1.由于保管不善,致使定作方提供的材料和物品损坏、丢失的,负责赔偿。

a. If due to improper storage the materials or articles supplied by the ordering party are damaged, lost or destroyed, it shall be liable for making compensation.

  2.未按合同规定的质量、数量完成定作方交付的工作,应无偿进行修理、补足数量或者酌减报酬。 如果工作成果有重大缺陷,还应承担赔偿责任。

b. If the quality or quantity of work delivered to the ordering party does not conform to the prescriptions of the contract, it shall, without charge, undertake to make repairs or supplement the quantity or, depending on the circumstances, reduce remuneration. If the results of the work have a serious defect, it shall also be liable for making compensation.

  二、定作方的责任:

(2) Liability of the ordering party:

  1.未按时、按质、按量向承揽方提供原材料,造成工作延期的,负责赔偿损失。

a. If it does not provide the contracting party with raw and processed materials on time or of the requisite quality or quantity and thereby causes a prolonging of the work period, it shall be liable for making compensation for any losses.

  2.超过规定期限领取定作或修理的物品,应向承揽方给付逾期保管费。

b. If it exceeds the deadline stipulated for taking delivery of the articles ordered or repaired, it shall pay a storage fee to the contracting party for the overdue period.

  3.超过合同规定期限付款,偿付逾期的违约金。

c. If it exceeds the deadline for making payment stipulated in the contract, it shall pay breach of contract damages for overdue payment.

  第三十五条 违反货物运输合同的责任

Article 36 Liability for breach of a freight transportation contract.

  一、承运方的责任: 1.不按运输合同规定的时间和要求配车(船)发运的,偿付托运方违约金。

 (1) Liability of the shipper:a. If it fails to arrange for a vehicle ( or ship ) for shipment in accordance with the time or requirements of the transportation contract, it shall pay to the consignor breach of contract damages.

  2.货物错运到货地点或接货人,应无偿运至合同规定的到货地点或接货人。如果货物运到逾期,偿付逾期交货的违约金。

b. If the goods are sent to the wrong destination or receiving person, it shall transport them free of charge to the destination or receiving person stipulated in the contract. If the goods are delivered after the stipulated time, it shall pay breach of contract damages for overdue delivery.

  3.运输过程中货物丢失、短少、变质、污染、损坏、按货物实际损失(包括包装资、运杂费)赔偿

c. If the goods are lost or destroyed, suffer a shortage, deteriorate or are contaminated or damaged in the course of transportation, it shall pay compensation for the actual loss to the goods ( including packaging expenses and freight and miscellaneous expenses ).

  4.联运的货物发生丢失、短少、变质、污染、损坏应由承运方承相赔偿责任的,由终点阶段的承运方按照规定赔偿,再由终点阶段的承运方向负有责任的其他承运方赔偿。

d. If destruction, loss, shortage, deterioration or contamination of or damage to the goods for which the shipper is liable for making compensation occurs during through transshipment, the shipper for the fainal stage of transport shall make compensation as stipulated and then the shipper for the final stage may pursue reimbursement from any other responsible shipper.

  5.在符合法律和合规定条件下的运输,由于下列原因造成货物丢失、短少、变质、污染、损坏的,承运方不承担违约责任:

e. If, during transportation that is in conformity with the law and the provisions of the contract, destruction, loss, shortage, deterioration or contamination of or damage to the goods is caused by any of the following reasons, the shipper shall not be held liable for breach of contract:

  ①不可抗力;

(ⅰ) force majeure;

  ②货物本身的自然性质;

(ⅱ) the natural characteristics of the goods;

  ③货物的合理扣耗;

(ⅲ) reasonable loss and damage of the goods; or

  ④托运方或收货方本身的过错。

(ⅳ) the fault of the consignor or the recipient of the goods.

  二、托运方的责任:

(2) Liability of the consignor:

  1.未按运输合同规定的时间和要求提供托运的货物。偿付承运方违约金。

a. If it does not provide the consigned goods in accordance with the time and requirements stipulated in the contract, it shall pay to the shipper breach of contract damages.

  2.由于在普通货物中夹带、匿报危险货物,错报笨重货物重量等而招致用具断裂、货物摔损、吊机倾翻、爆炸、腐蚀等事故,承担赔偿责任。

b. If it smuggles or conceals dangerous goods among ordinary goods or incorrectly declares the weight of heavy goods, etc., thus causing lifting equipment to break, the goods to be broken or damaged, cranes to be overturned, or an explosion, corrosion or other similar accident to occur, it shall be liable for paying compensation.

  3.由于货物包装缺陷产生契损,致使其他货物或运输工具、机械设备被污染腐蚀、 损坏,造成人身伤亡的,承担赔偿责任。

c. If defective packaging produces damage and thus causes other goods or means of transport, machinery or equipment to be contaminated, corroded or damaged or causes human casualties, it shall be liable for paying compensation.

  4.在托运方专用线或在港、站公用专张、专用铁道自装的货物,在到站卸货时,发现货物损坏、短少,在车辆施封完好或无异状的情况下,应赔偿收货人的损失。

d. If the goods have been loaded by the consignor at its own special-purpose loading point or at a public special-purpose loading point at a harbour or station or at a special-purpose railway loading point, and if damage or shortage is found upon checking the goods at the unloading point, in circumstances where the vehicle was perfectly sealed or there are no abnormal conditions, the consignor shall compensate the receiving party for the losses.

  5.罐装发运货物,因未随车附带规格质量证明或化验报告,造成收货方无法卸货时。偿付承运方卸车等存费及违约金。

e. If goods transported in a tank car are not accompanied by the certificate of specifications and quality or the laboratory test report, preventing the recipient of the goods from being able to unload the goods, the consignor shall reimburse the shipper for delayed unloading and storage charges as well as breach of contract damages.

  第三十六条 违反供用电合同的责任

Article 37 Liability for breach of a contract for the supply and use of electricity.

  一、供电方的责任:

(1) Liability of the supplier of electricity:

  供电方要按照国家规定的供电标准对合同规定安全供电,因故限电,应事先通知用电方。如无正当理由限电或由于供电方的责任断电,应赔偿用电方由此而造成的损失。

The supplier of electricity must supply electricity in a safe manner in accordance with power supply standards stipulated by the State and with the stipulations of the contract. If it has cause to restrict electricity, it shall notify the user in advance. In the absence of a proper reason for restricting the use of electricity or if electricity is cut off due to the fault of the supplier of electricity, it shall compensate the user for the losses caused thereby.

  二、用电方的责任:

(2) Liability of the user of electricity:

  用电方要根据合同规定用电,因特殊用 电时,应事先通知供电方。如无正当理由超负荷用电或不按规定时间用电,应偿付违约金。

The user must use electricity in accordance with the provisions of the contract. If, due to special circumstances, it needs to use more electricity or cannot use electricity at the specified time, it shall notify the supplier in advance. If in the absence of a proper reason for the overload of electricity or for not using electricity at the stipulated time, it shall pay breach of contract damages.

  违反用水合同、供用气合同的责任,可参照本条规定处理。

The liability for breach of a contract for the supply and use of water or of a contract for the supply and use of gas may be handled with reference to the provisions of this Article.

  第三十七条 违反仓储保管合同的责任

Article 38 Liability for breach of a warehousing contract.

  一、保管方的责任:

(1) Liability of the safekeeping party:

  1.货物在储存期间。由于保管不善而发生货物丢失、短少、变质、污染、损坏的,负责赔偿损失。如属包装不符合合同规定或超过有效储存期而造成货物损坏、变质的,不负赔偿责任。

a. If improper safekeeping during the period of storage of the goods causes destruction, shortage, deterioration or contamination of or damage to the goods, it shall be liable for paying compensation for the losses. If the goods are damaged or deteriorate due to the packaging not conforming to the stipulations of the contract or due to the valid storage period being exceeded, it shall not be liable for paying compensation.

  2.对危险物品和易腐货物,不按规定操作或妥善保管,造成毁损的,负责赔偿损失。

b. If dangerous articles or perishable goods are not handled according to stipulations or are not carefully stored, and are thereby damaged, it shall be liable for paying compensation for the losses.

  3.由于保管方的责任,造成退仓或不能入库时,应按合同规定赔偿存货方运资和支付违约金。

c. If the goods are withdrawn from the warehouse or cannot be deposited in storage due to the fault of the safekeeping party, it shall make compensation for the storing party’s transportation expenses and pay breach of contract damages in accordance with the provisions of the contract.

  4.由保管方负责发运的货物,不能按期发货,赔偿存货方逾期交货的损失,错发到货地点,除按合同规定无偿运到规定的到货地点外,并赔偿存偿方因此而造成的实际损失。

d. In cases where it is the responsibility of the safekeeping party to transport the goods and it fails to ship them on time, it shall compensate the storing party for losses due to overdue delivery; if it sends them to the wrong destination, in addition to transporting the goods without charge to the destination as stipulated in the contract, it shall also compensate the storing party for the actual losses caused thereby.

  二、存货方责任:

1.Liability of the storing party:

  1.易燃产、易爆、有毒等危险物品和易腐物品,必须在合同中注明,并提供必要的资料,否则造成货物毁损或人身伤亡,承担赔偿责任直至刑事责任。

a. Flammable, explosive, poisonous and other dangerous articles and perishable articles must be noted in the contract, and the necessary data must be provided. Otherwise, if any damage to goods or human casualties are caused thereby, it shall be liable for paying compensation and may even be subject to criminal liability.

  2.超议定储存量储存或逾期不提时,除交纳保管费外,还应偿付约金。

b. If the weight stored exceeds that agreed upon or the goods are not picked up on time, in addition to the payment of storage fees, it shall also pay breach of contract damages.

  第三十八条 违反财产租赁合同的责任

Article 39 Liability for breach of a contract for the lease of property.

  一、承担方的责任:

1.liability of the lessee:

  1.由于使用保管或维修保养不当,造成租用财产损坏、丢失的,负责修复或贻偿。

a. If improper use and safekeeping of the leased property or failure to maintain and keep it in good repair causes damage to or destruction of the property, it shall be responsible for restoration of the property or payment of compensation.

  2.擅自拆改房屋、设备、机具等财产,负责赔偿由此而造成的损失。

b. If it dismantles or alters a house, equipment, machine tools or other property without permission, it shall be liable for making compensation for the losses caused thereby.

  3.擅自将租赁财产转租或进行非法活动,出租方有权解除合同。

c. If it sublets the leased property without permission or carries out illegal activities, the lessor shall have the right to rescind the contract.

  4.逾期不还租赁财产,除补交租金外,还应偿付违约金。   

d. If the leased property is not returned at the specified time, in addition to paying the supplemental rent, it shall also pay breach of contract damages.

二、出租方的责任:

2.Liability of the lessor:

  1.未按合同规定的时间提供出租财产,应偿付违约金。

a. If it does not provide the leased property at the time stipulated in the contract, it shall pay breach of contract damages.

  2.未按合同规定质量提供出租财产,负责赔偿由此而靠造成的损失。

b. If it does not provide the leased property in accordance with the quality stipulated in the contract, it shall be liable for paying compensation for the losses caused thereby.

  3.未按合同规定提供有关设备、附件等,致使承租方不能如期正常使用的,除按规定如数补齐外,还应偿付约金。

c. If it does not supply related equipment, accessories, etc., in accordance with the provisions of the contract and thereby cause the lessee to be unable to make timely and regular use of the leased property, in addition to supplying what is necessary in accordance with stipulations, it shall also pay breach of contract damages.

  4.出租船舶、车辆等大型工具,如因出租方操作不当或服务人员的过失,造成租赁逾期,按合同或有关规定偿还承租方违约金。

d. In the leasing of vessels, vehicles and other large-scale instruments, if improper handling by the lessor or the negligence of service personnel causes the period of the lease to be prolonged, it shall pay the lessee breach of contract damages in accordance with the contract or other relevant stipulations.

  第三十九条 违反借款合同的责任

Article 39 Liability for breach of a loan contract.

  一、贷款方的责任:

(1) Liability of the lender:

  贷款方不按合同规定及时贷款,应偿付违约金。

If the lender does not make a loan in a timely manner in accordance with the provisions of the contract, it shall pay breach of contract damages.

  二、借款方的责任:

(2) Liability of the borrower:

  借款方不按合同规定归还贷款的。应当承担违约责任。并加付利息。

If the borrower does not repay the loan in accordance with the provisions of the contract, it shall bear the liability for breach of contract and pay the additional interest.

  借款方不按合同规定使用政策性贷款,应当加付利息;贷款方有权提前收回一部或全部贷款。

If the borrower does not utilize the loan granted for policy consideration in accordance with the provisions of the contract, it shall pay additional interest; and the lender shall have the right to recall part or all of the loan ahead of schedule.

  第四十条 违反财产保险合同的责任

Article 41 Liability for breach of a property insurance contract.

  一、保险方的责任:

(1) Liability of the insurer:

对于保险事故造成的损失,在保险金额的范围内承担赔偿责任。

It shall be liable for paying indemnity for the losses caused by an insured accident within the scope of the insured amount.

被保险方为了避免或减少保险责任范围内的损失而进行的施救、保护、整理、诉讼所支出的合理费用,根据合同规定偿约。如果不及时偿付。应承担违约责任。

The reasonable expenses paid by the policy holder in order to avoid or reduce the losses within the scope of the insured liability by means of rescue, protection, repair or litigation shall be reimbursed in accordance with the provisions of the contract. If it does not indemnify the policy holder in a tmiely manner, it shall be liable for breach or contract.

  二、投保方的责任:

(2) Liability of the policy holder:

  投保方如隐瞒被保险财产的真实情况,保险方有权解除合同或不负赔偿责任。   

If the policy holder conceals the actual circumstances of the insured property, the insurer shall have the right to rescind the contract or shall not be liable for making indemnity.

  投保方对被保险的财产发现有危险情况,不采取措施消除,同由此发生事故造成的损失由自己负责,保险方不负赔偿责任。

If the policy holder discovers dangerous circumstances regarding the insured property and does not adopt measures to eliminate them, it shall be held solely liable for any losses from an accident caused thereby, and the insurer shall not be liable for making indemnity therefor.

  第五章 经济合同纠纷的调整和仲裁

 Chapter Ⅴ Mediation and Arbitration of Economic Contract Disputes

  第四十一条 经济合同发生纠纷时,当事人可以通过协商或者调解解决。

Article 41 If a dispute over an economic contract develops, the parties may settle the dispute through consultation or mediation.

当事人不愿通过协商、调解解决或者协商、调解不成的,可以依据合同中的仲裁条款或者事后达成的书面仲裁协议,向仲裁机构中请仲裁。

 If the parties are reluctant to settle the dispute through consultation or mediation or they fail in settling the dispute thereby, they may apply to an arbitration agency for arbitration in accordance with the arbitral clause in the contract or in accordance with the written arbitration agreement reached between them subsequently.

当事人没有在经济合同中订立仲裁条款,事后又没有达成书面仲裁协议的,可以向人民法院起诉。

 If there is no arbitral clause concluded between the parties in the contract and no written arbitration agreement is reached subsequently, the parties may bring a lawsuit in the people’s court.

  仲裁作出裁决,由仲裁机构制作仲裁裁决书。对仲裁机构的仲裁裁决。当事人应当履行。当事人一方在规定的限期内不履行仲裁机构的仲裁裁决的,另一方可以申请人民法院强制执行。

In the case of a decision made after arbitration, the arbitration agency shall issue an arbitration award. And the parties concerned shall enforce such arbitration award. If either party fails to enforce within the time limit the arbitration award made by the arbitration agency, the other party may apply to the people’s court for compulsory enforcement.

  第四十二条 经济合同争议中请仲裁的期限为二年,自当事人知道或者应当知道其权利被侵害之日起计算。

Article 42 The term for application for arbitration of disputes over an economic contract shall be two years, which shall be counted from the date the party knows or should have known of the infringement of its rights.

  第六章 经济合同的管理

 Chapter Ⅵ Administration of Economic Contracts

  第四十三条 县级以上各级人民政府工商行政管理部门和其他有关主管部门。依据法律、行政法规规定的职责,负责对经济合同的监督。

Article 43 Administrative departments for industry and commerce of the people’s governments at or above the county level and other competent departments shall, in accordance with their respective functions and duties stipulated by the laws, administrative rules and regulations, be responsible for the supervision over the performance of economic contracts.

  第四十四条 对利用经济合同危害国家利益、社会公共利益的违法行为,由县级以上各级人民政府工商行政管理部门和其他有关主管部门依据法律、行政法规规定的职责负责处理;构成犯罪的,依法追究刑事责任。

Article 44 Anyone who takes advantage of an economic contract to engage in illegal acts impairing the interests of the State and the social public interests shall be dealt with by the administrative departments for industry and commerce of the people’s governments at or above the county level and other relevant competent departments in accordance with their respective functions and duties as stipulated by the laws, administrative rules and regulations. If such an act constitutes a crime, the offender shall be investigated for criminal liability according to law.




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