General provisions of economic contracts

合同法英文翻译1999年3月15日第九届全国人民代表大会第二次会议通过了《中华人民共和国合同法》，将于1999年10月1日起实施，取代《中华人民共和国经济合同法》、《中华人民共和国涉外经济合同法》和《中华人民共和国技术合同法》。

同时，中国法制出版社出版发行了《中华人民共和国合同法》中英文对照本。

《合同法》英文本的翻译质量总体上来说不是很高，有不少不当和错误之处，以下是对《合同法》《总则》部分第一至十六条的英语译文的分析和研究，指出了其中的不当和错误之处，并给出了参考译文。

部分参考译文借鉴了网上论坛Chinese Contract)的译法，在此表示感谢。

Law Forum (网址:本文引用的国际立法包括联合国国际贸易法委员会第29届会议于1996年6月通过的《联合国贸易法委员会电子商业示范法》(UNCITRAL Model Law on Electronic Commerce，标识为UNCITRAL)，《联合国国际货物销售合同公约》(United Nations Convention on Contracts for the International Sale of Goods，标识为CISG)，《商事合同通则》(UNIDROIT Principles of International CommercialContracts，标识为UNIDROIT)。

, 原文:总则原译:General Provisions拟译:General Principles解释:(选词)“总则”和“一般规定”在英语文本中都译成了general provisions，应当有所区别。

, 原文:第一章一般规定原译:Chapter 1 General Provisions拟译:不变解释:如UNIDROIT: Chapter 1 General Provisions, 原文:第一条为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本法。

经济金融术语中英文对照D (2)E (3)F (3)G (5)J (8)K (10)L (11)M (12)N (13)P (13)Q (14)R (15)W (15)X (16)Y (18)Z (19)D打白条 issue IOU大额存单 certificate of deposit（CD）大额提现 withdraw deposits in large amounts大面积滑坡 wide-spread decline大一统的银行体制（all-in-one）mono-bank system呆账（请见“坏账”） bad loans呆账准备金 loan loss reserves（provisions）呆滞贷款 idle loans贷款沉淀 non-performing loans贷款分类 loan classification贷款限额管理 credit control;to impose credit ceiling贷款约束机制 credit disciplinary（constraint）mechanism代理国库 to act as fiscal agent代理金融机构贷款 make loans on behalf of other institutions 戴帽贷款 ear-marked loans倒逼机制 reversed transmission of the pressure for easing monetary condition道德风险 moral hazard地区差别 regional disparity第一产业 the primary industry第二产业 the secondary industry第三产业 the service industry;the tertiary industry 递延资产 deferrable assets订货不足 insufficient orders定期存款 time deposits定向募集 raising funds from targeted sources东道国（请见“母国”） host country独立核算 independent accounting短期国债 treasury bills对冲操作 sterilization operation;hedging对非金融部门债权 claims on non-financial sector多种所有制形式 diversified ownershipE恶性通货膨胀 hyperinflation二级市场 secondary marketF发行货币 to issue currency发行总股本 total stock issue法定准备金 required reserves;reserve requirement法人股 institutional shares法人股东 institutional shareholders法治 rule of law房地产投资 real estate investment放松银根 to ease monetary policy非现场稽核 off-site surveillance（or monitoring）非银行金融机构 non-bank financial institutions非赢利性机构 non-profit organizations分税制 assignment of central and local taxes;tax assignment system分业经营segregation of financial business （services）;division of business scope based on the type of financial institutions风险暴露（风险敞口） risk exposure风险管理 risk management风险意识 risk awareness风险资本比例 risk-weighted capital ratios风险资本标准 risk-based capital standard服务事业收入 public service charges;user's charges扶贫 poverty alleviation负增长 negative growth复式预算制double-entry budgeting;capital and current budgetary accountG改革试点 reform experimentation杠杆率 leverage ratio杠杆收购 leveraged buyout高息集资 to raise funds by offering high interest个人股 non-institutional shares根本扭转 fundamental turnaround（or reversal）公开市场操作 open market operations公款私存 deposit public funds in personal accounts公用事业 public utilities公有经济 the state-owned sector;the public sector公有制 public ownership工业成本利润率 profit-to-cost ratio工业增加值 industrial value added供大于求 supply exceeding demand;excessive supply鼓励措施 incentives股份合作企业 joint-equity cooperative enterprises股份制企业 joint-equity enterprises股份制银行 joint-equity banks固定资产贷款 fixed asset loans关税减免 tariff reduction and exemption关税减让 tariff concessions关税优惠 tariff incentives;preferential tariff treatment规范行为 to regularize（or standardize）…behavior规模效益 economies of scale国计民生 national interest and people's livelihood国家对个人其他支出 other government outlays to individuals 国家风险 country risk国际分工 international division of labor国际收支 balance of payments国有独资商业银行 wholly state-owned commercial banks国有经济（部门） the state-owned（or public）sector国有企业 state-owned enterprises（SOEs）国有制 state-ownership国有资产流失 erosion of state assets国债回购 government securities repurchase国债一级自营商 primary underwriters of government securities 过度竞争 excessive competition过度膨胀 excessive expansionH合理预期 rational expectation核心资本 core capital合资企业 joint-venture enterprises红利 dividend宏观经济运营良好 sound macroeconomic performance宏观经济基本状况 macroeconomic fundamentals宏观调控 macroeconomic management（or adjustment）宏观调控目标 macroeconomic objectives（or targets）坏账 bad debt还本付息 debt service换汇成本unit export cost;local currency cost of export earnings汇兑在途 funds in float汇兑支出 advance payment of remittance by the beneficiary's bank汇率并轨 unification of exchange rates活期存款 demand deposits汇率失调 exchange rate misalignment混合所有制 diversified（mixed）ownership货币政策态势 monetary policy stance货款拖欠 overdue obligations to suppliers过热J基本建设投资 investment in infrastructure基本经济要素 economic fundamentals基本适度 broadly appropriate基准利率 benchmark interest rate机关团体存款 deposits of non-profit institutions机会成本 opportunity cost激励机制 incentive mechanism积压严重 heavy stockpile;excessive inventory挤提存款 run on banks挤占挪用 unwarranted diversion of（financial）resources（from designated uses）技改投资 investment in technological upgrading技术密集型产品 technology-intensive product计划单列市 municipalities with independent planning status 计划经济 planned economy集体经济 the collective sector加大结构调整力度 to intensify structural adjustment加工贸易 processing trade加快态势 accelerating trend加强税收征管稽查 to enhance tax administration加权价 weighted average price价格放开 price liberalization价格形成机制 pricing mechanism减亏 to reduce losses简化手续 to cut red tape;to simplify（streamline）procedures 交投活跃 brisk trading缴存准备金 to deposit required reserves结构扭曲 structural distortion结构失调 structural imbalance结构性矛盾突出 acute structural imbalance结构优化 structural improvement（optimization）结汇、售汇 sale and purchase of foreign exchange金融脆弱 financial fragility金融动荡 financial turbulence金融风波 financial disturbance金融恐慌 financial panic金融危机 financial crisis金融压抑 financial repression金融衍生物 financial derivatives金融诈骗 financial fraud紧缩银根 to tighten monetary policy紧缩政策 austerity policies;tight financial policies经常账户可兑换 current account convertibility经济特区 special economic zones（SEZs）经济体制改革 economic reform经济增长方式的转变 change in the main source of economic growth（from investment expansion to efficiency gains）经济增长减速 economic slowdown;moderation in economic growth 经济制裁 economic sanction经营自主权 autonomy in management景气回升 recovery in business activity境外投资 overseas investment竞争加剧 intensifying competition局部性金融风波 localized（isolated）financial disturbance 迹象 signs of overheatingK开办人民币业务 to engage in RMB business可维持（可持续）经济增长 sustainable economic growth可变成本 variable cost可自由兑换货币 freely convertible currency控制现金投放 control currency issuance扣除物价因素 in real terms;on inflation-adjusted basis库存产品 inventory跨国银行业务 cross-border banking跨年度采购 cross-year procurement会计准则 accounting standardL来料加工 processing of imported materials for export离岸银行业务 off-shore banking（business）理顺外贸体制 to rationalize foreign trade regime利率杠杆的调节作用 the role of interest rates in resource allocation利润驱动 profit-driven利息回收率 interest collection ratio联行清算 inter-bank settlement连锁企业 franchise（businesses）;chain businesses良性循环 virtuous cycle两极分化growing income disparity;polarization in income distribution零售物价指数 retail price index（RPI）流动性比例 liquidity ratio流动资产周转率/流通速度 velocity of liquid assets流动资金贷款 working capital loans流通体制 distribution system流通网络 distribution network留购（租赁期满时承租人可购买租赁物） hire purchase垄断行业 monopolized industry（sector）乱集资 irregular（illegal）fund raising乱收费 irregular（illegal）charges乱摊派 unjustified（arbitrary）leviesM买方市场 buyer's market卖方市场 seller's market卖出回购证券 matched sale of repo贸易差额 trade balance民间信用 non-institutionalized credit免二减三 exemption of income tax for the first two years ofmaking profit and 50% tax reduction for thefollowing three years明补 explicit subsidy明亏 explicit loss名牌产品 brand products母国（请见“东道国”） home countryN内部控制 internal control内部审计 internal audit内地与香港 the mainland and Hong Kong内债 domestic debt扭亏为盈 to turn a loss-making enterprise into a profitable one扭曲金融分配 distorted allocation of financial resources 农副产品采购支出 outlays for agricultural procurement农村信用社 rural credit cooperatives（RCCs）P泡沫效应 bubble effect泡沫经济 bubble economy培育新的经济增长点 to tap new sources of economic growth 片面追求发展速度 excessive pursuit of growth平衡发展 balanced development瓶颈制约 bottleneck（constraints）平稳回升 steady recovery铺底流动资金 initial（start-up）working capital普遍回升 broad-based recovery配套改革 concomitant（supporting）reforms配套人民币资金 lQ企业办社会 enterprises burdened with social responsibilities 企业集团战略 corporate group strategy企业兼并重组 company merger and restructuring企业领导班子 enterprise management企业所得税 enterprise（corporate）income tax企业效益 corporate profitability企业资金违规流入股市 irregular flow of enterprise funds into the stock market欠税 tax arrears欠息 overdue interest强化税收征管 to strengthen tax administration强制措施 enforcement action翘尾因素 carryover effect切一刀 partial application清理收回贷款 clean up and recover loans（破产）清算 liquidation倾斜政策 preferential policy区别对待 differential treatment趋势加强 intensifying trend全球化 globalization权益回报率 returns on equity（ROE）缺乏后劲 unsustainable momentumR绕规模贷款 to circumvent credit ceiling人均国内生产总值 per capita GDP人均收入 per capita income人民币升值压力 upward pressure on the Renminbi（exchange rate）认缴资本 subscribed capital软贷款 soft loans软预算约束 soft budget constraint软着陆 soft landingocal currency funding of…W外部审计 external audit外国直接投资 foreign direct investment （FDI）外汇储备 foreign exchange reserves外汇调剂 foreign exchange swap外汇占款 the RMB counterpart of foreign exchange reserves;the RMB equivalent of offcial foreign exchange holdings外向型经济 export-oriented economy外债 external debt外资企业 foreign-funded enterprises完善现代企业制度 to improve the modern enterprise system 完税凭证 tax payment documentation违法经营 illegal business委托存款 entrusted deposits稳步增长 steady growth稳健的银行系统 a sound banking system稳中求进 to make progress while ensuring stability无纸交易 book-entry（or paperless/scriptless）transaction 物价监测 price monitoringX吸纳流动性 to absorb liquidity稀缺经济 scarcity economy洗钱 money laundering系统内调度 fund allocation within a bank系统性金融危机 systemic financial crisis下岗工人 laid-off employees下游企业 down-stream enterprises现场稽核 on-site examination现金滞留（居民手中） cash held outside the banking system 乡镇企业 township and village enterprises（TVEs）消费物价指数 consumer price index（CPI）消费税 excise（consumption）tax消灭财政赤字to balance the budget;to eliminate fiscal deficit销货款回笼 reflow of corporate sales income to the banking system销售平淡 lackluster sales协议外资金额 committed amount of foreign investment新经济增长点 new sources of economic growth新开工项目 new projects;newly started projects新增贷款 incremental credit; loan increment; credit growth; credit expansion新增就业位置 new jobs;new job opportunities信贷规模考核 review the compliance with credit ceilings信号失真 distorted signals信托投资公司 trust and investment companies信息不对称 information asymmetry信息反馈 feedback（information）信息共享系统 information sharing system信息披露 information disclosure信用扩张 credir expansion信用评级 credit rating姓“资”还是姓“社”pertaining to socialism or capitalism;socialist orcaptialist行政措施 administrative measures需求膨胀 demand expansion; excessive demand虚伪存款 window-dressing deposits削减冗员 to shed excess labor force寻租 rent seeking迅速反弹 quick reboundY养老基金 pension fund一刀切universal application;non-discretionary implementation一级市场 primary market应收未收利息 overdue interest银行网点 banking outlets赢利能力 profitability营业税 business tax硬贷款（商业贷款） commercial loans用地审批 to grant land use right有管理的浮动汇率 managed floating exchange rate证券投资 portfolio investment游资（热钱） hot money有市场的产品 marketable products有效供给 effective supply诱发新一轮经济扩张 trigger a new round of economic expansion 逾期贷款 overdue loans;past-due loans与国际惯例接轨to become compatible with internationally accepted与国际市场接轨 to integrate with the world market预算外支出（收入） off-budget （extra-budgetary） expenditure （revenue）预调 pre-emptive adjustment月环比 on a month-on-month basis; on a monthly basisZ再贷款 central bank lending在国际金融机构储备头寸 reserve position in international financial institutions在人行存款 deposits at （with） the central bank在途资金 fund in float增加农业投入 to increase investment in agriculture增势减缓 deceleration of growth;moderation of growthmomentum增收节支措施revenue-enhancing and expenditure control measures增长平稳 steady growth增值税 value-added tax（VAT）涨幅偏高 higher-than-desirable growth rate;excessive growth 账外账 concealed accounts折旧 depreciation整顿 retrenchment;consolidation政策工具 policy instrument政策性业务 policy-related operations政策性银行 policy banks政策组合 policy mix政府干预 government intervention证券交易清算 settlement of securities transactions证券业务占款 funding of securities purchase支付困难 payment difficulty支付能力 payment capacity直接调控方式向 to increase the reliance on indirect policy instruments间接调控方式转变职能转换 transformation of functions职业道德 professional ethics指令性措施 mandatory measures指令性计划 mandatory plan;administered plan制定和实施货币政策 to conduct monetary policy;to formulate and implement monetary policy滞后影响 lagged effect中介机构 intermediaries中央与地方财政 delineation of fiscal responsibilities分灶吃饭重点建设 key construction projects;key investment project周期谷底 bottom（trough）of business cycle周转速度 velocity主办银行 main bank主权风险 sovereign risk注册资本 registered capital逐步到位 to phase in;phased implementation逐步取消 to phase out抓大放小 to seize the big and free the small（to maintain close oversight on the large state-ownedenterprises and subject smaller ones to market competition）专款专用 use of funds as ear-marked转贷 on-lending转轨经济 transition economy转机 turnaround转折关头 turning point准财政赤字 quasi-fiscal deficit准货币 quasi-money资本不足 under-capitalized资本充足率 capital adequacy ratio资本利润率 return on capital资本账户可兑换 capital account convertibility资不抵债 insolvent;insolvency资产负债表 balance sheet资产负债率liability/asset ratio;ratio of liabilities to assets资产集中 asset concentration资产贡献率 asset contribution factor资产利润率 return on assets （ROA）资产质量 asset quality资产组合 asset portfolio资金成本 cost of funding;cost of capital;financing cost资金到位 fully funded （project）资金宽裕 to have sufficient funds资金利用率 fund utilization rate资金缺口 financing gap资金体外循环 financial disintermediation资金占压 funds tied up自筹投资项目 self-financed projects自有资金 equity fund综合国力 overall national strength（often measured by GDP）综合效益指标 overall efficiency indicator综合治理 comprehensive adjustment（retrenchment）;over-haul 总成交额 total contract value总交易量 total amount of transactions总成本 total cost最后贷款人 lender of last resort。

联合国国际货物买卖合同公约原文|全文United Nations Convention On Contracts For The International Sale Of Goods, 1980 ( CISG )Lex MercatoriaMembership SalesBibliography C.M Germain Bibliography P. WinshipPace IICL CISG Freiburg CISGUNCITRALLM A-ZLM toc LM 19**United Nations Convention On Contracts For The International Sale Of Goods, 1980 ( CISG ) { 1 }PART I - Sphere of Application and General Provisions{ 7 }Chapter I - Sphere of Application{ 8 }Article 1{ 9 }Article 2{ 15 }Article 3{ 23 }Article 4{ 26 }Article 5{ 30 }Article 6{ 32 }Chapter II - General Provisions{ 34 }Article 7{ 35 }Article 8{ 38 }Article 9{ 42 }Article 10{ 45 }Article 11{ 49 }Article 12{ 51 }Article 13{ 53 }PART II - Formation of the Contract{ 55 }Article 14{ 56 }Article 15{ 59 }Article 16{ 62 }Article 17{ 67 }Article 18{ 69 }Article 19{ 73 }Article 20{ 77 }Article 21{ 80 }Article 22{ 83 }Article 23{ 85 }PART III - Sale of Goods{ 89 }Chapter I - General Provisions{ 90 }Article 25{ 91 }Article 26{ 93 }Article 27{ 95 }Article 28{ 97 }Article 29{ 99 }Chapter II - Obligations of the Seller{ 102 }Article 30{ 103 }Section I - Delivery of the goods and handing over of documents{ 105 } Article 31{ 106 }Article 32{ 111 }Article 33{ 115 }Article 34{ 120 }Section II - Conformity of the goods and third party claims{ 122 } Article 35{ 123 }Article 36{ 131 }Article 37{ 134 }Article 38{ 136 }Article 39{ 140 }Article 40{ 143 }Article 41{ 145 }Article 42{ 147 }Article 43{ 154 }Article 44{ 157 }Section III - Remedies for breach of contract by the seller{ 159 } Article 45{ 160 }Article 46{ 166 }Article 47{ 170 }Article 48{ 173 }Article 49{ 178 }Article 50{ 188 }Article 51{ 190 }Article 52{ 193 }Chapter III - Obligations of the Buyer{ 196 }Article 53{ 197 }Section I - Payment of the price{ 199 }Article 54{ 200 }Article 55{ 202 }Article 56{ 204 }Article 57{ 206 }Article 58{ 211 }Section II - Taking delivery{ 217 }Article 60{ 218 }Section III - Remedies for breach of contract by the buyer{ 222 }Article 61{ 223 }Article 62{ 229 }Article 63{ 231 }Article 64{ 234 }Article 65{ 243 }Chapter IV - Passing of Risk{ 246 }Article 66{ 247 }Article 67{ 249 }Article 68{ 252 }Article 69{ 254 }Article 70{ 258 }Chapter V - Provisions Common to the Obligations of the Seller and of the Buyer{ 260 } Section I - Anticipatory breach and instalment contracts{ 261 }Article 71{ 262 }Article 72{ 268 }Article 73{ 272 }Section II - Damages{ 276 }Article 74{ 277 }Article 75{ 279 }Article 76{ 281 }Article 77{ 284 }Section III - Interest{ 286 }Article 78{ 287 }Section IV - Exemptions{ 289 }Article 79{ 290 }Article 80{ 298 }Section V - Effects of avoidance{ 300 }Article 81{ 301 }Article 82{ 304 }Article 83{ 310 }Article 84{ 312 }Section VI - Preservation of the goods{ 317 }Article 85{ 318 }Article 86{ 320 }Article 87{ 323 }Article 88{ 325 }PART IV - Final Provisions{ 329 }Article 89{ 330 }Article 90{ 332 }Article 92{ 339 }Article 93{ 342 }Article 94{ 347 }Article 95{ 351 }Article 96{ 353 }Article 97{ 355 }Article 98{ 361 }Article 99{ 363 }Article 100{ 370 }Article 101{ 373 }United Nations Convention On Contracts For The International Sale Of Goods, 1980 ( CISG ){ 1 }THE STA TES PARTIES TO THIS CONVENTION,{ 2 }BEARING IN MIND the broad objectives in the resolutions adopted by the sixth special session of the General Assembly of the United Nations on the establishment of a New International Economic Order,{ 3 }CONSIDERING that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among States,{ 4 }BEING OF THE OPINION that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade,{ 5 }HA VE DECREED as follows:{ 6 }PART I - Sphere of Application and General Provisions{ 7 }Chapter I - Sphere of Application{ 8 }Article 1{ 9 }(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States:{ 10 }(a) when the States are Contracting States; or{ 11 }(b) when the rules of private international law lead to the application of the law of a Contracting State.(2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract.{ 13 }(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention. { 14 }Article 2{ 15 }This Convention does not apply to sales:{ 16 }(a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;{ 17 }(b) by auction;{ 18 }(c) on execution or otherwise by authority of law;{ 19 }(d) of stocks, shares, investment securities, negotiable instruments or money;{ 20 }(e) of ships, vessels, hovercraft or aircraft;{ 21 }(f) of electricity.{ 22 }Article 3{ 23 }(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.{ 24 }(2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services.{ 25 }Article 4{ 26 }This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:{ 27 }(a) the validity of the contract or of any of its provisions or of any usage;{ 28 }(b) the effect which the contract may have on the property in the goods sold.Article 5{ 30 }This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person.{ 31 }Article 6{ 32 }The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.{ 33 }Chapter II - General Provisions{ 34 }Article 7{ 35 }(1) In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.{ 36 }(2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.{ 37 }Article 8{ 38 }(1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was.{ 39 }(2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances.{ 40 }(3) In determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties.{ 41 }Article 9{ 42 }(1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves.{ 43 }(2) The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned.{ 44 }Article 10{ 45 }For the purposes of this Convention:{ 46 }(a) if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;{ 47 }(b) if a party does not have a place of business, reference is to be made to his habitual residence. { 48 }Article 11{ 49 }A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.{ 50 }Article 12{ 51 }Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect or this article.{ 52 }Article 13{ 53 }For the purposes of this Convention "writing" includes telegram and telex.{ 54 }PART II - Formation of the Contract{ 55 }Article 14{ 56 }(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.{ 57 }(2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal.Article 15{ 59 }(1) An offer becomes effective when it reaches the offeree.{ 60 }(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.{ 61 }Article 16{ 62 }(1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance.{ 63 }(2) However, an offer cannot be revoked:{ 64 }(a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or{ 65 }(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.{ 66 }Article 17{ 67 }An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror.{ 68 }Article 18{ 69 }(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.{ 70 }(2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.{ 71 }(3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph.{ 72 }Article 19(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.{ 74 }(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.{ 75 }(3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.{ 76 }Article 20{ 77 }(1) A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offer reaches the offeree.{ 78 }(2) Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows.{ 79 }Article 21{ 80 }(1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect.{ 81 }(2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect. { 82 }Article 22{ 83 }An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.{ 84 }Article 23A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convention.{ 86 }Article 24{ 87 }For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intention "reaches" the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual residence.{ 88 }PART III - Sale of Goods{ 89 }Chapter I - General Provisions{ 90 }Article 25{ 91 }A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result.{ 92 }Article 26{ 93 }A declaration of avoidance of the contract is effective only if made by notice to the other party. { 94 }Article 27{ 95 }Unless otherwise expressly provided in this Part of the Convention, if any notice, request or other communication is given or made by a party in accordance with this Part and by means appropriate in the circumstances, a delay or error in the transmission of the communication or its failure to arrive does not deprive that party of the right to rely on the communication.{ 96 }Article 28{ 97 }If, in accordance with the provisions of this Convention, one party is entitled to require performance of any obligation by the other party, a court is not bound to enter a judgement for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by this Convention.{ 98 }Article 29{ 99 }(1) A contract may be modified or terminated by the mere agreement of the parties.{ 100 }(2) A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.{ 101 }Chapter II - Obligations of the Seller{ 102 }Article 30{ 103 }The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention.{ 104 }Section I - Delivery of the goods and handing over of documents{ 105 }Article 31{ 106 }If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists:{ 107 }(a) if the contract of sale involves carriage of the goods - in handing the goods over to the first carrier for transmission to the buyer;{ 108 }(b) if, in cases not within the preceding subparagraph, the contract related to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place - in placing the goods at the buyer's disposal at that place;{ 109 }(c) in other cases - in placing the goods at the buyer's disposal at the place where the seller had his place of business at the time of the conclusion of the contract.{ 110 }Article 32{ 111 }(1) If the seller, in accordance with the contract or this Convention, hands the goods over to a carrier and if the goods are not clearly identified to the contract by markings on the goods, by shipping documents or otherwise, the seller must give the buyer notice of the consignment specifying the goods.{ 112 }(2) If the seller is bound to arrange for carriage of the goods, he must make such contracts as are necessary for carriage to the place fixed by means of transportation appropriate in the circumstances and according to the usual terms for such transportation.{ 113 }(3) If the seller is not bound to effect insurance in respect of the carriage of the goods, he must, at the buyer's request, provide him with all available information necessary to enable him to effectsuch insurance.{ 114 }Article 33{ 115 }The seller must deliver the goods:{ 116 }(a) if a date is fixed by or determinable from the contract, on that date;{ 117 }(b) if a period of time is fixed by or determinable from the contract, at any time within that period unless circumstances indicate that the buyer is to choose a date; or{ 118 }(c) in any other case, within a reasonable time after the conclusion of the contract.{ 119 }Article 34{ 120 }If the seller is bound to hand over documents relating to the goods, he must hand them over at the time and place and in the form required by the contract. If the seller has handed over documents before that time, he may, up to that time, cure any lack of conformity in the documents, if the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.{ 121 }Section II - Conformity of the goods and third party claims{ 122 }Article 35{ 123 }(1) The seller must deliver goods which are of the quantity, quality and description required by the contract and which are contained or packaged in the manner required by the contract.{ 124 }(2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they:{ 125 }(a) are fit for the purposes for which goods of the same description would ordinarily be used;{ 126 }(b) are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on the seller's skill and judgement;{ 127 }(c) possess the qualities of goods which the seller has held out to the buyer as a sample or model; { 128 }(d) are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner adequate to preserve and protect the goods.{ 129 }(3) The seller is not liable under subparagraphs (a) to (d) of the preceding paragraph for any lackof conformity of the goods if at the time of the conclusion of the contract the buyer knew or could not have been unaware of such lack of conformity.{ 130 }Article 36{ 131 }(1) The seller is liable in accordance with the contract and this Convention for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conformity becomes apparent only after that time.{ 132 }(2) The seller is also liable for any lack of conformity which occurs after the time indicated in the preceding paragraph and which is due to a breach of any of his obligations, including a breach of any guarantee that for a period of time the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified qualities or characteristics.{ 133 }Article 37{ 134 }If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or make up any deficiency in the quantity of the goods delivered, or deliver goods in replacement of any non-conforming goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.{ 135 }Article 38{ 136 }(1) The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in the circumstances.{ 137 }(2) If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination.{ 138 }(3) If the goods are redirected in transit or redispatched by the buyer without a reasonable opportunity for examination by him and at the time of the conclusion of the contract the seller knew or ought to have known of the possibility of such redirection or redispatch, examination may be deferred until after the goods have arrived at the new destination.{ 139 }Article 39{ 140 }(1) The buyer loses the right to rely on a lack of conformity of the goods if he does not give notice to the seller specifying the nature of the lack of conformity within a reasonable time after he has discovered it or ought to have discovered it.{ 141 }(2) In any event, the buyer loses the right to rely on a lack of conformity of the goods if he does not give the seller notice thereof at the latest within a period of two years from the date on whichthe goods were actually handed over to the buyer, unless this time-limit is inconsistent with a contractual period of guarantee.{ 142 }Article 40{ 143 }The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conformity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer.{ 144 }Article 41{ 145 }The seller must deliver goods which are free from any right or claim of a third party, unless the buyer agreed to take the goods subject to that right or claim. However, if such right or claim is based on industrial property or other intellectual property, the seller's obligation is governed by article 42.{ 146 }Article 42{ 147 }(1) The seller must deliver goods which are free from any right or claim of a third party based on industrial property or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not have been unaware, provided that the right or claim is based on industrial property or other intellectual property:{ 148 }(a) under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the parties at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State; or{ 149 }(b) in any other case, under the law of the State where the buyer has his place of business.{ 150 }(2) The obligation of the seller under the preceding paragraph does not extend to cases where: { 151 }(a) at the time of the conclusion of the contract the buyer knew or could not have been unaware of the right or claim; or{ 152 }(b) the right or claim results from the seller's compliance with technical drawings, designs, formulae or other such specifications furnished by the buyer.{ 153 }Article 43{ 154 }(1) The buyer loses the right to rely on the provisions of article 41 or article 42 if he does not give notice to the seller specifying the nature of the right or claim of the third party within a reasonable time after he has become aware or ought to have become aware of the right or claim.{ 155 }(2) The seller is not entitled to rely on the provisions of the preceding paragraph if he knew of theright or claim of the third party and the nature of it.{ 156 }Article 44{ 157 }Notwithstanding the provisions of paragraph (1) of article 39 and paragraph (1) of article 43, the buyer may reduce the price in accordance with article 50 or claim damages, except for loss of profit, if he has a reasonable excuse for his failure to give the required notice.{ 158 }Section III - Remedies for breach of contract by the seller{ 159 }Article 45{ 160 }(1) If the seller fails to perform any of his obligations under the contract or this Convention, the buyer may:{ 161 }(a) exercise the rights provided in articles 46 to 52;{ 162 }(b) claim damages as provided in articles 74 to 77.{ 163 }(2) The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies.{ 164 }(3) No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remedy for breach of contract.{ 165 }Article 46{ 166 }(1) The buyer may require performance by the seller of his obligations unless the buyer has resorted to a remedy which is inconsistent with this requirement.{ 167 }(2) If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity constitutes a fundamental breach of contract and a request for substitute goods is made either in conjunction with notice given under article 39 or within a reasonable time thereafter.{ 168 }(3) If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformity by repair, unless this is unreasonable having regard to all the circumstances. A request for repair must be made either in conjunction with notice given under article 39 or within a reasonable time thereafter.{ 169 }Article 47{ 170 }(1) The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations.。

CONDITIONS OF CONTRACT FOR PLANT AND DESIGN-BUILD FIRST EDITION 1999General Conditions1 General Provisions1.1 DefinitionsIn the Conditions of Contract ("these Conditions"), which include Particular Conditions and these General Conditions, the following words and expressions shall have the meanings stated. Words indicating persons or parties include corporations and other legal entities, except where the1.1.2Parties and Persons1.1.2.1"Party" means the Employer or the Contractor, as the context requires.1.1.2.2 "Employer" means the person named as Employer in the Appendix to Tender and thelegal successors in title to this person.1.1.2.3 "Contractor" means the person(s) named as Contractor in the Letter of Tenderaccepted by the Employer and the legal successors in title to this person(s).1.1.2.4"Engineer" means the person appointed by the Employer to act as the Engineer forthe purposes of the Contract and named in the Appendix to Tender, or other personappointed from time to time by the Employer and notified to the Contractor underSub-Clause 3.4 [Replacement of the Engineer].1.1.2.5 "Contractor’s Representative" means the person named by the Contractor in theContract or appointed from time to time by the Contractor under Sub-Clause 4.3[Contractor's Representative], who acts on behalf of the Contractor.1.1.2.6"Employer’s Personnel" means the Engineer, the assistants referred to inSub-Clause 3.2 [Delegation by the Engineer] and all other staff, labour and otheremployees of the Engineer and of the Employer; and any other personnel notified tothe Contractor, by the Employer or the Engineer, as Employer's Personnel.1.1.2.7"Contractor’s Personnel" means the Contractor's Representative and all personnelwhom the Contractor utilises on Site, who may include the staff, labour and otheremployees of the Contractor and of each Subcontractor; and any other personnelassisting the Contractor in the execution of the Works.1.1.2.8 "Subcontractor" means any person named in the Contract as a Subcontractor, or anyperson appointed as a Subcontractor, for a part of the Works; and the legal successorsin title to each of these persons.1.1.2.9"DAB" means the person or three persons so named in the Contract, or otherperson(s) appointed under Sub-Clause 20.2 [Appointment of the DisputeAdjudication Board] or Sub-Clause 20.3 [Failure to Agree Dispute AdjudicationBoard].1.1.2.10"FIDIC" means the Fédération Internationale des Ingénieurs-Conseils, theinternational federation of consulting engineers.1.1.3Dates, Tests, Periods and Completion1.1.3.1"Base Date" means the date 28 days prior to the latest date for submission of the Tender.1.1.3.2"Commencement Date" means the date notified under Sub-Clause 8.1 [Commencementof Works].1.1.3.3"Time for Completion" means the time for completing the Works or a Section (as the casemay be) under Sub-Clause 8.2 [Time for Completion], as stated in the Appendix to Tender (with any extension under Sub-Clause 8.4 [Extension of Time for Completion]), calculated from the Commencement Date.1.1.3.4"Tests on Completion" means the tests which are specified in the Contract or agreed byboth Parties or instructed as a Variation, and which are carried out under Clause 9 [Tests on Completion] before the Works or a Section (as the case may be) are taken over by the Employer.1.1.3.5"Taking-Over Certificate" means a certificate issued under Clause 10 [Employer’s TakingOver].1.1.3.6"Tests after Completion" means the tests (if any) which are specified in the Contract andwhich are carried out under Clause 12 [Tests after Completion] after the Works or a Section (as the case may be) are taken over by the Employer.1.1.3.7"Defects Notification Period" means the period for notifying defects in the Works or aSection (as the case may be) under Sub-Clause 11.1 [Completion of Outstanding Work and Remedying Defects], as stated in the Appendix to Tender (with any extension under Sub-Clause 11.3 [Extension of Defects Notification Period]), calculated from the date on which the Works or Section is completed as certified under Sub-Clause 10.1 [Taking Over of the Works and Sections].1.1.3.8"Performance Certificate" means the certificate issued under Sub-Clause 11.9[Performance Certificate].1.1.3.9"day" means a calendar day and "year" means 365 days.1.1.4Money and Payments1.1.4.1"Accepted Contract Amount" means the amount accepted in the Letter of Acceptancefor the design, execution and completion of the Works and the remedying of anydefects.1.1.4.2"Contract Price" means the price defined in Sub-Clause 14.1 [The Contract Price], andincludes adjustments in accordance with the Contract.1.1.4.3"Cost" means all expenditure reasonably incurred (or to be incurred) by theContractor, whether on or off the Site, including overhead and similar charges, butdoes not include profit.1.1.4.4"Final Payment Certificate" means the payment certificate issued underSub-Clause 14.13 [Issue of Final Payment Certificate].1.1.4.5"Final Statement" means the Statement defined in Sub-Clause 14.11 [Application forFinal Payment Certificate].1.1.4.6"Foreign Currency" means a currency in which part (or all) of the Contract Price ispayable, but not the Local Currency.1.1.4.7 "Interim Payment Certificate" means a payment certificate issued under Clause 14[Contract Price and Payment], other than the Final Payment Certificate.1.1.4.8"Local Currency" means the currency of the Country.1.1.4.9"Payment Certificate" means a payment certificate issued under Clause 14 [ContractPrice and Payment].1.1.4.10"Provisional Sum" means a sum (if any) which is specified in the Contract as aProvisional Sum, for the execution of any part of the Works or for the supply of Plant,Materials or services under Sub-Clause 13.5 [Provisional Sums].1.1.4.11"Retention Money" means the accumulated Retention Moneys which the Employerretains under Sub-Clause 14.3 [Application for Interim Payment Certificates] and paysunder Sub-Clause 14.9 [Payment of Retention Money].1.1.4.12"Statement" means a Statement submitted by the Contractor as part of an application,under Clause 14 [Contract Price and Payment], for a payment certificate.1.1.5Works and Goods1.1.5.1"Contractor’s Equipment" means all apparatus, machinery, vehicles and other thingsrequired for the execution and completion of the Works and the remedying of any defects. However, Contractor's Equipment excludes Temporary Works, Employers Equipment (if any), Plant, Materials and any other things intended to form or forming part of the Permanent Works.1.1.5.2"Goods" means Contractor's Equipment, Materials, Plant and Temporary Works, or anyof them as appropriate.1.1.5.3"Materials" means things of all kinds (other than Plant) intended to form or forming partof the Permanent Works, including the supply-only Materials (if any) to be supplied by the Contractor under the Contract.1.1.5.4"Permanent Works" means the Permanent Works to be designed and executed by theContractor under the Contract.1.1.5.5"Plant" means the apparatus, machinery and vehicles intended to form or forming part ofthe Permanent Works.1.1.5.6"Section" means a part of the Works specified in the Appendix to Tender as a Section (ifany).1.1.5.7"Temporary Works" means all Temporary Works of every kind (other tha n Contractor’sEquipment) required on Site for the execution and completion of the Permanent Works and the remedying of any defects.1.1.5.8"Works" mean the Permanent Works and the Temporary Works, or either of them asappropriate.1.1.6Other Definitions1.1.6.1"Contractor’s Documents" means the calculations, computer programs and othersoftware, drawings, manuals, models and other documents of a technical nature supplied by the Contractor under the Contract; as described in Sub-Clause 5.2 [Contractor's Documents].1.1.6.2 "Country" means the Country in which the Site (or most of it) is located, where thePermanent Works are to be executed.1.1.6.3 "Employer’s Equipment" means the apparatus, machinery and vehicles (if any) madeavailable by the Employer for the use of the Contractor in the execution of the Works, asstated in the Employer's Requirements; but does not include Plant which has not beentaken over by the Employer.1.1.6.4"Force Majeure" is defined in Clause 19 [Force Majeure].1.1.6.5"Laws" means all national (or state) legislation, statutes, ordinances and other Laws, andregulations and by-Laws of any legally constituted public authority.1.1.6.6 "Performance Security" means the security (or securities, if any) under Sub-Clause 4.2[Performance Security].1.1.6.7"Site" means the places where the Permanent Works are to be executed and to whichPlant and Materials are to be delivered, and any other places as may be specified in theContract as forming part of the Site.1.1.6.8"Unforeseeable" means not reasonably foreseeable by an experienced Contractor by thedate for submission of the Tender.1.1.6.9"Variation" means any change to the Employer's Requirements or the Works, which isinstructed or approved as a Variation under Clause 13 [Variations and Adjustments].1.2 InterpretationIn the Contract, except where the context requires otherwise:(a) words indicating one gender include all genders;(b) words indicating the singular also include the plural and words indicating the plural alsoinclude the singular;(c) provisions including the word "agree", "agreed" or "agreement" require the agreement to berecorded in writing, and(d) "written" or "in writing" means hand-written, type-written, printed or electronically made, andresulting in a permanent record.The marginal words and other headings shall not be taken into consideration in the interpretation of these Conditions.1.3CommunicationsWherever these Conditions provide for the giving or issuing of approvals, certificates, consents, determinations, notices and requests, these communications shall be:(a) in writing and delivered by hand (against receipt), sent by mail or courier, or transmitted usingany of the agreed systems of electronic transmission as stated in the Appendix to Tender; and (b) delivered, sent or transmitted to the address for the recipient’s communications as stated in the(i)if the recipient gives notice of another address, communications shall thereafter be deliveredaccordingly; and(ii)if the recipient has not stated otherwise when requesting an approval or consent, it may be sent to the address from which the request was issued.Appendix to Tender. However:Approvals, certificates, consents and determinations shall not be unreasonably withheld or delayed. When a certificate is issued to a Party, the certifier shall send a copy to the other Party. When a notice is issued to a Party, by the other Party or the Engineer, a copy shall be sent to the Engineer or the other Party, as the case may be.。

烟台大学法学院法律硕士张川方中华人民共和国反垄断法Anti-Monopoly Law of the People’s Republic of China(Adopted at the 29th Meeting of the Standing Committee of the Tenth National People’s Congress on August 30, 2007)No.68 Order of the President of the PRCThe Anti-Monopoly Law of the People’s Republic of China, adopted at the 29th Meeting of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on August 30, 2007, is hereby promulgated and shall go into effect as of August 1st, 2008.Hu Jintao, President of the PRCAugust 30, 2007 C- I General ProvisionsArticle 1This Law is enacted for the purpose of(为了) preventing and restraining monopolistic conducts(垄断行为), protecting fair market competition, enhancing economic efficiency(经济运行效率), safeguarding the interests of consumers and the society as a whole(社会公共利益), and promoting the healthy development of socialist market economy. 2012-10-10 16:07:22Article 2This Law is applicable to monopolistic conducts in economic activities within the territory of the People’s Republic of China; and it is applicable to monopolistic conducts outside the territory of the People’s Republic of China, which serve to eliminate or restrict(产生排除、限制影响)competition on the domestic market of China.Article 3For the purposes of this Law(本法规定的), monopolistic conducts include:(1) monopoly agreements(垄断协议)reached between undertakings(经营者);(2) abuse of dominant market position(市场支配地位) by undertakings; and(3) concentration of undertakings(经营者集中)that lead, or may lead to(具有…的效果)elimination or restriction of competition.Article 4The State shall formulate and implement competition rules(竞争规则)which are compatible with(相适应的) the socialist market economy, in order to perfect macro-economic regulation(完善宏观调控) and build up a sound(健全)market network(市场体系) which operates in an integrated, open, competitive and orderly manner.Article 5Undertakings may, through fair competition and voluntary association(自愿联合), get themselves concentrated according to law, to expand the scale of their business operations(经营规模)and enhance their competitiveness on the market.Article 6Undertakings holding a dominant position on the market may not abuse(不得滥用)such position to eliminate or restrict competition.Article 7(1) With respect to the industries which are under the control of the State-owned economic sector(国有经济成份) and have a bearing on(关系到)the lifeline of the national economy(国民经济命脉)or national security(国家安全) and the industries which exercise monopoly over the production and sale of certain commodities(实行专营专卖) according to law, the State shall protect the lawful business operations of undertakings in these industries, and shall, in accordance with law, supervise and regulate their business operations(经营活动) and the prices of the commodities and services provided by them, in order to protect the consumers’ interests and facilitate technological advance(促进技术进步).(2) The undertakings mentioned in the preceding paragraph shall do business according to law(依法经营), be honest, faithful(诚实守信)and strictly self-disciplined(严格自律的), and subject themselves to public supervision, and they shall not harm the consumers’ interests by taking advantage of their position of control or monopolistic production and sale of certain commodities(专营专卖).Article 8Administrative organs or organizations authorized by laws or regulations to perform the function of(具有…职能) administering public affairs(公共事务) may not abuse their administrative powers(行政权力)to eliminate or restrict competition.Article 9(1) The State Council shall establish an anti-monopoly commission(反垄断委员会)to be in charge of(负责)organizing, coordinating and guiding anti-monopoly work and to perform the following duties:(a) studying and drafting(拟订)policies on competition;(b) organizing investigation and assessment of competition on the market as a whole(市场总体竞争状况) and publishing assessment reports(发布评估报告);(c) formulating and releasing anti-monopoly guidelines(发布反垄断指南);(d) coordinating administrative enforcement(行政执法工作)of the Anti-Monopoly Law; and(e) other duties as prescribed by the State Council.(2) The composition of and procedural rules(工作规则)for the anti-monopoly commission shall be specified by the State Council.Article 10(1) The authority responsible for enforcement of the Anti-Monopoly Law(反垄断执法)specified by the State Council (hereinafter referred to, in general, as以下统称the authority for enforcement of the Anti-Monopoly Law under the State Council) shall be in charge of such enforcement in accordance with the provisions of this Law.(2) The authority for enforcement of the Anti-Monopoly Law under the State Council may, in light of the need of work, empower(授权)the appropriate department(相应的机构)of the people’s governments of provinces, autonomous regions or municipalities directly under the Central Government to take charge of(负责) relevant enforcement of the Anti-Monopoly Law in accordance with the provisions of this Law.Article 11Trade associations(行业协会)shall tighten their self-discipline(加强行业自律), give guidance to the undertakings in their respective trades in lawful competition, and maintain the market order in competition(市场竞争秩序).Article 12(1) For the purposes of this Law, undertakings include natural persons, legal persons, and other organizations that engage in manufacturing or selling commodities(商品经营), or providing services.(2) For the purposes of this Law, a relevant market consists of the range of the commodities(商品范围) and the range of the regions(地域范围), in which undertakings compete with each other during a given period of time for specific commodities or services (hereinafter referred to, in general, as “commodities”).C-II Monopoly AgreementsArticle 13(1) Competing(具有竞争关系的)undertakings are prohibited from concluding the following monopoly agreements:(a) on fixing or changing(固定或变更)commodity prices;(b) on restricting the amount of commodities manufactured or marketed(销售的);(c) on splitting the sales market(销售市场) or the purchasing market(采购市场) for raw materials;(d) on restricting the purchase of new technologies or equipments, or restricting the development of(限制开发) new technologies or products;(e) on joint boycotting(联合抵制) of transactions; and(f) other monopoly agreements confirmed(认定的)by the authority for enforcement of the Anti-Monopoly Law under the State Council.(2) For the purposes of this Law, monopoly agreements include agreements, decisions and other concerted conducts(协同行为) designed to eliminate or restrict competition.Article 14Undertakings are prohibited from concluding the following monopoly agreements with their trading counterparts(交易相对人):(1) on fixing the prices of commodities(物价)resold to a third party(向第三人转售);(2) on restricting the lowest prices of commodities resold to a third party; and(3) other monopoly agreements confirmed by the authority for enforcement of the Anti-Monopoly Law(反垄断执法) under the State Council.Article 15(1) The provisions of Article 13 and 14 of this Law shall not be applicable to the agreements between undertakings, which they can prove to be concluded for any of the following purposes(属于下列情形之一的):(a) to improve technologies, or to engage in research and development(研究开发) of new products; or(b) to improve product quality, reduce cost, and enhance efficiency, to unify specifications(统一规格) and standards of products, or to implement specialized division of production(专业化分工);(c) to increase the efficiency(经营效率)and competitiveness of small and medium-sized undertakings;(d) to serve public interests(实现公共利益)in energy conservation(节约能源), environmental protection and disaster relief(救灾救助);(e) to mitigate sharp decrease(严重下降) in sales volumes(销售量) or obvious overproduction caused by economic depression;(f) to safeguard the legitimate interests in foreign trade and economic cooperation with foreign counterparts(对外经济合作); or(g) other purposes as prescribed by laws or the State Council.(2) In the cases(情形) as specified in Subparagraphs (a) through (e) of the preceding paragraph, where the provisions of Articles 13 and 14 of this Law are not applicable, the undertakings shall, in addition, prove that the agreements reached will not substantially restrict(严重限制)competition in the relevant market and that they can enable the consumers to share the benefits derived therefrom(由此产生的).Article 16Trade associations may not make arrangements(组织)for undertakings within their respective trades to engage in the monopolistic practices(垄断行为) prohibited by the provisions of this Chapter.C-III Abuse of Dominant Market PositionArticle 17(1) Undertakings holding dominant market positions are prohibited from doing the following by abusing their dominant market positions:(a) selling commodities at unfairly high prices(不公平的高价)or buying commodities at unfairly low prices;(b) selling commodities below cost(低于成本价) without justifiable reasons;(c) refusing to enter into transactions(进行交易) with their trading counterparts without justifiable reasons;(d) without justifiable reasons, allowing their trading counterparts(交易相对人)to make transactions exclusively with(只能与)themselves or with the undertakings designated by them;(e) without justifiable reasons, conducting tie-in sale of commodities(搭售商品) or adding other unreasonable trading conditions(交易条件) to transactions;(f) without justifiable reasons, applying differential prices and other transaction terms(等交易条件)among their trading counterparts who are on an equal footing(条件相同); or(g) other acts of abuse of dominant market positions confirmed by the authority for enforcement of the Anti-Monopoly Law under the State Council.(2) For the purposes of this Law, dominant market position means a market position held by an undertaking that is capable of controlling the prices or quantities of commodities or other transaction terms in a relevant market(在相关市场内), or preventing or exerting an influence on(影响)the access of other undertakings to the market.Article 18The dominant market position of an undertaking shall be determined on the basis of the following factors:(1) its share on a relevant market and the competitiveness(竞争状况) on the market;(2) its ability to control the sales market(销售市场) or the purchasing market for raw and semi-finished materials;(3) its financial strength(财力)and technical conditions(技术条件);(4) the extent to which other business mangers(经营者) depend on it in transactions;(5) the difficulty(难易程度) that other undertakings find in entering the relevant market; and(6) other factors related to the determination of the dominant market position held by an undertaking.Article 19(1) The conclusion that an undertaking holds a dominant market position may be deduced from(从…推定出) any of the following circumstances:(a) the market share of an undertaking accounts for half of the total in a relevant market;(b) the joint market share(合计市场份额) of two undertakings accounts for two-thirds of the total in a relevant market; or(c) the joint market share of three undertakings accounts for three-fourths of the total in a relevant market.(2) Under the circumstance specified in Subparagraph (b) or (c) of the preceding paragraph, if the market share of one of the undertakings(有的经营者) is less than one-tenths of the total, the undertaking shall not be considered to have a dominant market position.(3) Where an undertaking that is deduced to hold a dominant market position has evidence to the contrary(有相反情况), he shall not be considered(被认定) to hold a dominant market position.C-IV Concentration of UndertakingsArticle 20Concentration of undertakings means the following:(1) merger of undertakings;(2) control over other undertakings gained by an undertaking through acquiring their shares(取得股权) or assets; and(3) control over other undertakings or being capable of exerting a decisive influence(施加决定性影响)on the same gained by an undertaking through signing contracts or other means. 2012-10-11 19:04:40Article 21When their intended concentration reaches the threshold level(申报标准) as set by the State Council, undertakings shall declare in advance(事先申报)to the authority for enforcement of the Anti-Monopoly Law under the State Council; they shall not implement the concentration(实施集中)in the absence of such declaration.Article 22In any of the following circumstances, undertakings may dispense with(摒弃，省掉)declaration to the authority for enforcement of the Anti-Monopoly Law under the State Council:(1) one of the undertakings involved in the concentration owns 50 percent or more of the voting shares or assets of each of the other undertakings; or(2) an undertaking not involved in the concentration owns 50 percent or more of the voting(有表决权的) shares or assets of each of the undertakings involved in the concentration.Article 23(1) To declare concentration(申报集中)to the authority for enforcement of the Anti-Monopoly Law under the State Council, the undertakings shall submit the following documents and materials:(a) statement of declaration(申报书);(b) explanation of the impact to be exerted(即将施加的)by the concentration on competition in a relevant market;(c) concentration agreement;(d) the financial accounting report of each of the undertakings involved in the concentration in the previous fiscal year(上一会计年度), which is audited by a certified public accountant(注册会计师) firm; and(e) other documents and materials as specified by the authority for enforcement of the Anti-Monopoly Law under the State Council.(2) The statement of declaration shall clearly state the titles(名称)of the undertakings involved in the concentration, their domiciles, business scopes(经营范围), the anticipated date(预定日期)for concentration and other matters specified by the authority for enforcement of the Anti-Monopoly Law under the State Council.Article 24In case the documents or materials submitted by the undertakings are incomplete(不完备的), the undertakings concerned shall supplement(补交)the relevant documents or materials within the time limit prescribed by the authority for enforcement of the Anti-Monopoly Law under the State Council. If they fail to do so at the expiration of the time limit, they shall be deemed to have made no declaration.Article 25(1) The authority for enforcement of the Anti-Monopoly Law under the State Council shall, within 30 days from the date it receives the documents or materials submitted by the undertakings which conform to the provisions of Article 23 of this Law, make a preliminary review(初步审查)of the concentration and make a decision whether to conduct a further review, and notify the undertakings of its decision in writing. Before the authority for enforcement of the Anti-Monopoly Law under the State Council makes such a decision, the undertakings shall not implement the concentration.(2) Where the authority for enforcement of the Anti-Monopoly Law under the State Council decides not to conduct a further review or fails to make such a decision at the expiration of the time limit(逾期), the undertakings may implement the concentration.Article 26(1) Where the authority for enforcement of the Anti-Monopoly Law under the State Council decides to conduct a further review, it shall, within 90 days from the date of decision, complete the review, decide whether to prohibit the undertakings from concentrating(禁止经营者集中), and notify them of the decision in writing. Where a decision on prohibiting the undertakings from concentrating is made, the reasons for the decision shall be given. The undertakings shall not implement concentration during the period of review(审查期间).(2) Under any of the following circumstances, the authority for enforcement of the Anti-Monopoly Law under the State Council may extend the period for review as specified in thepreceding paragraph on condition that(经)it notifies the undertakings of the extension in writing, but the extension shall not exceed the maximum(最长不得超过) of 60 days:(a) the undertakings agree to(同意照办)the extension;(b) the documents or materials submitted by the undertakings are inaccurate and therefore need to be further verified; or(c) major changes have taken place(发生重大变化) after the undertakings made the declaration.(3) Where the authority for enforcement of the Anti-Monopoly Law under the State Council fails to make a decision at the expiration of the time limit(逾期), the undertakings may implement concentration.Article 27The following factors shall be taken into consideration in the review of concentration of undertakings:(1) the market shares of the undertakings involved in concentration in a relevant market and their power of control(控制力) over the market;(2) the degree of concentration(集中度) in a relevant market;(3) the impact of their concentration on access to the market(市场进入) and technological advance;(4) the impact of their concentration on consumers and other relevant undertakings;(5) the impact of their concentration on the development of the national economy(国民经济); and(6) other factors which the authority for enforcement of the Anti-Monopoly Law under the State Council deems necessary to be considered(认为应当考虑)in terms of its impact on market competition.Article 28If the concentration of undertakings leads, or may lead, to elimination or restriction of competition, the authority for enforcement of the Anti-Monopoly Law under the State Council shall make a decision to prohibit their concentration. However, if the undertakings concerned can prove that the advantages of such concentration to competition obviously outweigh(明显大于)the disadvantages, or that the concentration is in the public interests(符合社会公共利益), the authority for enforcement of the Anti-Monopoly Law under the State Council may decide not to prohibit their concentration.Article 29Where the authority for enforcement of the Anti-Monopoly Law under the State Council does not prohibit the concentration of undertakings, it may decide to impose additional restrictive conditions(附加限制性条件) for lessening the negative impact(不利影响)exerted by such concentration on competition.Article 30The authority for enforcement of the Anti-Monopoly Law under the State Council shall, in a timely manner, publish its decision on prohibition from the concentration of undertakings(禁止经营者集中)or its decision on imposing additional restrictive conditions on the implementation of such concentration.Article 31Where a foreign investor(外资)participates in the concentration of undertakings by merging and acquiring a domestic enterprise(境内企业)or by any other means, which involves national security, the matter shall be subject to review on national security(国家安全审查)as required by the relevant State regulations(国家有关规定), in addition to the review on the concentration of undertakings in accordance with the provisions of this Law.C-V Abuse of Administrative Power to Eliminate or Restrict CompetitionArticle 32Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs(管理公共事务) may not abuse their administrative powers to require, or require in disguised form(变相), units or individuals to deal in(经营), purchase or use only(限定)the commodities supplied by the undertakings designated by them.Article 33Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs may not abuse theiradministrative powers to impede(妨碍) the free flow(自由流通)of commodities between different regions by any of the following means:(1) setting discriminatory charge items(收费项目), implementing discriminatory charge rates(收费标准), or fixing discriminatory prices for non-local commodities(外地商品);(2) imposing technical specifications(技术要求) or test standards(检验标准)on non-local commodities, which are different from those on local commodities of similar types(同类), or taking discriminatory technical measures (技术措施)such as repeated test and repeated certification(重复认证), against non-local commodities to restrict the access of non-local commodities to the local market;(3) adopting a special practice of administrative licensing(专门的行政许可)for non-local commodities to restrict the access of non-local commodities to the local market;(4) erecting barriers(设置关卡)or adopting other means to prevent non-local commodities from coming in or local commodities from going out; or(5) other means designed(其它手段) to impede the free flow of commodities between regions. Article 34Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs may not abuse their administrative powers to exclude(排斥)non-local undertakings from participating, or restrict their participation, in local invitation and tendering(招标投标)by imposing discriminatory qualification requirements(资质要求) or assessment standards(评审标准), or by refusing to publish information according to law.Article 35Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs may not abuse their administrative powers to exclude or restrict non-local undertakings from making investment or establishing branch offices locally by treating them unequally(不平等待遇) as compared with the local undertakings, or by other means. Article 36Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs may not abuse their administrative powers to compel(强制) undertakings to engage in monopolistic conducts specified by this Law.Article 37Administrative organs may not abuse their administrative power to formulate regulations(制定规定)with content of eliminating or restricting competition.C-VI Investigation into Suspected Monopolistic ConductsArticle 38(1) The authority for enforcement of the Anti-Monopoly Law shall investigate suspected monopolistic conducts(涉嫌垄断行为) according to law.(2) All units and individuals shall have the right to report to the authority for enforcement of the Anti-Monopoly Law against(对)suspected monopolistic conducts. The latter shall keep the information confidential.(3) If the report is made in writing(举报采用书面形式) and relevant facts and evidence are provided, the authority for enforcement of the Anti-Monopoly Law shall conduct necessary investigation.Article 39(1) When conducting investigations into(调查)a suspected monopolistic conduct, the authority for enforcement of the Anti-Monopoly Law may take the following measures:(a) conducting inspections of the business places(营业场所) or relevant premises of the undertakings under investigation;(b) making inquiries of(询问)the undertakings under investigation, the interested parties, or other units or individuals involved, and requesting them to provide relevant explanations(说明有关情况); (c) consulting and duplicating the relevant documents and materials of the undertakings under investigation, the interested parties and other relevantunits and individuals, such as bills, certificates(单证), agreements, account books(会计账簿), business correspondence and electronic data;(d) sealing up or distraining relevant evidence; and(e) inquiring about(查询) the bank accounts(银行账户) of the undertakings under investigation.(2) To take the measures specified in the preceding paragraph, a written report shall be submitted for approval to the principal leading person(主要负责人) of the authority for enforcement of the Anti-Monopoly Law.Article 40(1) When the authority for enforcement of the Anti-Monopoly Law to conducts investigations into suspected monopolistic conducts, there shall be at least two law-enforcement officers(执法人员)who shall produce their law enforcement certificates.(2) The law-enforcement officers shall make written records(笔录)when conducting inquiries and investigations, which shall be signed by the persons inquired or investigated.Article 41The authority for enforcement of the Anti-Monopoly Law and its staff members are obligated to(有义务) keep confidential the commercial secrets they come to have access to(知悉的)in the course of law enforcement.Article 42The undertakings under investigation, the interested parties or other relevant units or individuals shall cooperate with the authority for enforcement of the Anti-Monopoly Law in performing their duties in accordance with law, and they shall not refuse or hinder(拒绝、阻碍)the investigation conducted by the authority for enforcement of the Anti-Monopoly Law.Article 43The undertakings under investigation and the interested parties(利害关系人)shall have the right to make statements. The authority for enforcement of the Anti-Monopoly Law shall verify the facts, justifications(理由)and evidence presented by the said undertakings or interested parties.Article 44If, after investigation into and verification of a suspected monopolistic conduct, the authority for enforcement of the Anti-Monopoly Law concludes that it constitutes a monopolistic conduct, the said authority shall make a decision on how to deal with it in accordance with law and may make the matter known to the public(向社会公布).Article 45(1) With respect to(对)the suspected monopolistic conduct which is under investigation by the authority for enforcement of the Anti-Monopoly Law, if the undertakings under investigation commit themselves to(承诺)adopt specific measures to eliminate the consequences of their conduct within a specified time limit(在一定期限之内)which is accepted by the said authority, the authority for enforcement of the Anti-Monopoly Law may decide to suspend the investigation. The decision shall clearly state the details(具体内容)of the undertakings’ commitments.(2) Where the authority for enforcement of the Anti-Monopoly Law decides to suspend an investigation, it shall oversee the fulfillment of the commitments(履行承诺)made by the undertakings. Where the undertakings fulfill their commitments, the authority for enforcement of the Anti-Monopoly Law may decide to terminate the investigation.(3) In any of the following circumstances, the authority for enforcement of the Anti-Monopoly Law shall resume the investigation:(a) the undertakings concerned fail to fulfill their commitments;(b) material changes(重大变化) have taken place in respect of the facts on which the decision to suspend the investigation was based; or(c) the decision to suspend the investigation was based on incomplete or untrue(不真实的)information provided by the undertakings concerned.C-VII Legal LiabilitiesArticle 46(1) Where an undertaking, in violation of the provisions of this Law, concludes and implements a monopoly agreement, the authority for enforcement of the Anti-Monopoly Law shall instruct it to discontinue the violation(责令停止违法行为), confiscate its unlawful gains, and in addition impose on it a fine of not less than one percent but not more than 10 percent of its sales amount(销售额)inthe previous year; if the monopoly agreement has not been implemented, it may be fined not more than RMB 500,000 yuan.(2) If an undertaking, on its own initiative(主动), reports to the authority for enforcement of the Anti-Monopoly Law about the monopoly agreement reached, and provides important evidence, the said authority may, at its discretion(酌情), mitigate or exempt the undertaking from punishment. (3) Where a trade association, in violation of the provisions of this Law, has arranged the undertakings in the trade to reach a monopoly agreement, the authority for enforcement of the Anti-Monopoly Law may impose on it a fine of not more than 500,000 yuan; if the circumstances are serious, the administrative authority for the registration of public organizations(社会团体登记管理机关) may cancel the registration of the trade association in accordance with law.Article 47Where an undertaking, in violation of the provisions of this Law, abuses its dominant market position, the authority for enforcement of the Anti-Monopoly Law shall instruct it to discontinue such violation, confiscate its unlawful gains, and in addition impose(并处)on it a fine of not less than one percent but not more than 10 percent of its sales amount in the previous year.Article 48Where the undertakings, in violation of the provisions of this Law, implement concentration, the authority for enforcement of the Anti-Monopoly Law under the State Council shall instruct them to discontinue such concentration, within a specified time limit(限期) dispose of their shares or assets and transfer the business(转让营业), and adopt other necessary measures to return to the state prior to the concentration, and it may impose on them a fine of not more than 500,000 yuan.Article 49To determine the specific amount of fines(具体罚款数额) prescribed in Article 46, 47 and 48, the authority for enforcement of the Anti-Monopoly Law shall consider such factors as the nature, extent and duration(持续的时间) of the violations.Article 50Where the monopolistic conduct of an undertaking has caused losses to another person, it shall bear the relevant civil liability(承担民事责任) according to law.Article 51(1) Where an administrative organ or an organization authorized by laws or regulations to perform the function of administering public affairs abuses its administrative powers to eliminate or restrict competition, the organ at a higher level shall instruct it to rectify; the person directly in charge and other persons directly responsible shall be given disciplinary sanctions(处分)in accordance with law. The authority for enforcement of the Anti-Monopoly Law may submit a proposal(提出建议)to the relevant organ at a higher level for handling the matter according to law. (2) Where laws or regulations provide for otherwise(另有规定) in respect of administrative organs or organizations authorized by laws or regulations to perform the function of administering public affairs abusing their administrative powers to eliminate or restrict competition, such provisions shall prevail.Article 52。

Party A ：Party B ：apter 1， General ProvisionsThis contract is made by and concluded between the Chinese Hubei Yangtze Mining Works Co. Ltd and the US Carcell Drilling Co.， Inc. in accordance with the “ Law of the People’s Republic of China on Joint V entures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations， adhering to the principle of equality and mutual benefit and through friendly consultations. Both parties agree to jointly invest to set up a joint venture enterprise in Wuhan， Hubei Province of the People’s Republic of China. The terms and conditions both parties agreed upon are as follows.Chapter 2 Parties to the Joint VentureArticle 1Parties to this contract are as follows: XXXXXXX (hereinafter referred to as Party A )， registered with the Business Administration of XXXX Province of the Peopl e’s Republic of China， Its legal address is at XXXXXXXX.Legal representative:Position:Nationality:XXXXXXXX ( hereinafter referred to as Party B )， registered with theFlorida State Business Administration of the USA. Its legal address is at XXXXXXX.Legal representative:Name:Position:Nationality:Chapter 3 Incorporation of the Joint Venture CompanyArticle 2In accordance with the “ Law of the People’s Re public of China on Joint Ventures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations， both parties to the joint venture agree to set up a mining machinery joint venture limited liability company (hereinafter referred to as the venture company).Article 3The name of the joint venture is XXXXX Company.The name in English is XXXX Company.The legal address of the joint venture company is at Liberty Road，District of Wuchang ，Wuhan， China.Article 4All activities of the joint venture company shall be governed by the laws，decrees and pertinent rules and regulations of the People’s Republic of China.Article 5The organization form of the joint venture company is a limited liability company. Each party to the joint venture company is liable to the joint venture company within the limit of the capital subscribed by it. The profits， risks and losses of the joint venture company shall be shared by both parties to the joint venture in proportion to their contributions of the registered capital.Chapter 4 The Purpose， Scope and Scale of the Production and Business Article 6The purpose of the parties to the joint venture is in conformity with the wish of intensifying the economic cooperation and technical exchanges， to enhance business performance and ensure satisfactory benefits for each investor by improving the product quality， developing new products， and gaining competitive edge over the competition in the world market in quality and price through advanced and appropriate technology and scientific management.Article 7The productive and business scope of the joint venture company is to manufacture mining machineries， to provide maintenance service after the sale of the products， to research and develop new mining machinery. Article 8The production scale of the joint venture company are as follows:1. The production capacity is 50-ton dumpers eight thousand annually after the joint venture is put into operation.2. The production scale shall be increased up to ten thousand annually with the joint venture’s business expansion. The product varieties may be developed into 55-ton and 60-ton dumpers after the market study is conducted by the professionals of the both parties in due time.Chapter 5 The Amount of Investment and the Registered CapitalArticle 9The total amount of investment of the joint venture company is RMB two hundred million yuan only.Article 10Investment contributed by the parties is Chinese RMB yuan which will be the registered capital of the joint venture.Of which， Party A shall contribute one hundred and twenty million RMB，accounting for sixty percent; Party B shall contribute eighty million RMB yuan， accounting for forty percent.Article 11Both parties will contribute the following as their investment:Party A: Cash: forty million yuan;Machinery and equipment: fifteen million yuan;Premises: forty million yuan;Right to the use of the site: fifteen million yuan;Industrial property : five million yuan;Miscellaneous: five million yuan; totaling one hundred and twenty million yuan in all.Party B: Cash: fifty million yuan;Machinery and equipment: twenty million yuan;Industrial property: six million yuan;Miscellaneous: four million yuan， totaling eighty million yuan in all.Party B’s contribution shall be translated in accordance with the exchange rate between the US dollar and the Chinese RMB to be quoted on the date of the signing of this contract. The values of the assets other than cash shall come form the appraisal reports by recognized certified public accountants. Separate contracts shall be concluded with regard to the use of the industrial property rights contributed by the both parties as investment in the future joint venture company.Article 12The registered capital of the joint venture company shall be paid in four installments by both parties in proportion to the total of their investment.Each installments shall be in place on the same date， with percentage specified as follows:The first installment: sixty percent;The second installment: twenty percent;The third installment: ten percent;The fourth installment: ten percent.Article 13In case where any party to the joint venture intends to assign all or part of his investment to a third party， consent shall be obtained from the other party to the joint venture， and the approval from the examination and approval authority shall be required， too.Should one party to the joint venture assigns all or part of his investment， the other party shall have the first refusal.Chapter 6 Responsibilities of Each Parties to the Joint Venture Company Article 14Party A and Party B shall be respectively responsible for the following matters:Responsibilities of the Party A:Handling applications for approval， registration， business license and other matters concerning the incorporation of the joint venture company form relevant competent department in charge in China:Processing for applying the right to the use of a site to the authority in charge of land;Organizing the design and construction of the premises and other engineering facilities of the joint venture company;Providing cash， machinery and equipment and premises in accordance with the stipulations in Article 11;Assisting Party B for processing import Customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory;Assisting the joint venture company in purchasing or leasing equipment，materials， raw materials， articles for office use， means of transportation and communication facilities， etc.;Assisting the joint venture company in contacting and settling the access to such fundamental facilities as water， gas， electricity， roads，telecommunication， etc.;Assisting foreign employees in applying for the entry visa， work licenses and processing their traveling matters;Responsible for handling other matters entrusted by the joint venture company.Responsibilities of the Party BProviding cash， machinery and equipment， industrial property in accordance with the stipulations in Article 11， and responsible for shipping capital goods such as machines and equipment outside China，etc.;Training needed technical personnel for installing， testing and trial production of the equipment， as well as the technical personnel forproduction and inspection;Training the technical personnel and workers of the joint venture company;In case where Party B is the licenser， he should be responsible for the stable production of qualified products of the joint venture company in accordance with the designed capacity within the stipulated period; Responsible for other matters entrusted by the joint venture company. Chapter 7 Transfer of TechnologyArticle 15Both parties agree that a technology transfer agreement shall be entered into between the joint venture company and Party B ( or a third party ) so as to obtain advanced production technology needed for achieving the production and operation objectives and the production scale stipulated in Chapter 4 of the contract， including product design， technology of manufacturing， means of testing， material ingredient prescription，standard of quality and training of personnel， etc.Article 16Party B offers the following guarantees on the transfer of technology in manufacturing the diesel engine for the prospective mining dumpers.1. Party B guarantees that the overall technology such as the design，technology of manufacturing， technological process， testing and inspection of the products provided to the joint venture company must befull，precise and reliable to meet the requirement of the joint venture’s operation objectives and be able to attain the standard of production quality and production capacity stipulated in the contract;2. Party B guarantees that the technology stipulated in this contract and technology transfer agreement shall be fully transferred to the joint venture company， and pledge that the provided technology should be truly advanced among the same type of technology of Party B， the model，specifications and quality of the equipment are excellent;3. Party B shall work out a detailed list of the provided technology and technological services at various stages as stipulated in the technology transfer agreement to be an appendix to the contract， and furthermore， guarantee its performance;4. The drawings， technological specifications and other detailed information constitutes an integral part of the transferred technology，and shall be offered on time;5. Within the validity period of the technology transfer agreement，Party B shall provide the joint venture company with the improvement of the technology and technological materials in time， and shall not charge separate fees;6. Party B shall guarantee that the technological personnel and the workers in the joint venture company master all the technology transferred within the period stipulated in the technology transferagreement.Article 17In case where Party B fails to provide equipment and technology in accordance with the stipulations in this contract or in the technology transfer agreement or in case where any deceiving or concealing actions are discovered， Party B shall be responsible for compensating the direct losses to the joint venture company.Article 18The technology transfer fee shall be paid in royalties. The royalty rate shall be 3.5% of the net sales value of the products to be turned out. The term for royalty payment is the same as the term of the technology transfer agreement stipulated in Article 19 of this contract.Article 19The term of the technology transfer agreement between the joint venture company and Party B is eight years. Upon the expiration of the technology transfer agreement， the joint venture shall be in the position to use，research and develop the imported technology continuously.Chapter 8 Selling of ProductsArticle 20The products of the joint venture company will be sold both on the Chinese market and overseas markets， the export part accounting for 50%，50% for domestic market.Article 21Products may be sold on overseas markets through the following channels; The joint venture company may directly sell its products on the international market， which accounts for 60%.The joint venture company may sign sales contract with Chinese foreign trade companies， entrusting them to be the sales agencies or exclusive agencies， which accounts for 40%. The joint venture company may entrust Party B to sell its products， which accounts for 20%.Article 22The joint venture’s product to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive dealers， or may be sold by the joint venture company directly. Article 23In order to provide maintenance service to the products sold both in China and abroad， the joint venture company may set up sales branches for maintenance service both in China and abroad subject to the ratification by the relevant competent departments in charge.Article 24The trade mark of the joint venture’s product is “XX”.Chapter 9 The Board of DirectorsArticle 25The date of registration of the joint venture company shall be the dateof the establishment of the board of directors of the joint venture company.Article 26The board of directors is composed of eleven directors， of which seven shall be appointed by Party A， five by Party B. The chairman of the board shall be appointed by Party A， and vice-chairman by Party B. The term of office for directors， chairman， vice-chairman is four years， whose term of office may be renewed where continuously appointed by the relevant party.Article 27The highest authority of the joint venture company shall be its board of directors. It shall decide all major issues ( Note: The main contents shall be listed in light of the Article 36 of the Regulations for Implementation of the Joint Venture Law ) concerning the joint venture company. Unanimous approval shall be required before any decisions are made concerning substantial issues. As for other matters， approval by majority or simple majority shall be required.Article 28Chairman of the board is the legal representative of the joint venture company. Should chairman be unable to exercise his power and responsibilities for some reasons， he would authorize a vice-chairman or any other directors to represent the joint venture company temporarily.Article 29The board of directors shall convene at least one meeting once a year. The meeting shall be called and presided over by chairman of the board. Chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be filed. ( To be continued in Text A )New Words， Phrases and Expressions Incorporation n 公司的成立adhere to v. 遵照，根据mutual a. 相互的friendly consultation . 友好协商parties to this contract . 合同的双方，各方as follows 如下be registered with 在 ... 注册hereinafter referred to as 以下简称为limited liability company 有限责任公司be governed by 受 ... 的约束decrees and pertinent rules and regulations n. 法令和相关的条令与条例Each party to the joint venture is liable to the joint venture within thelimit of the capital subscribed by it.合资企业的各方在自己认缴的资本范围内对合资企业承担责任。

中华人民共和国工矿产品购销合同条例英文Regulations on the Purchase and Sale of Industrial and Mining Products in the People's Republic of ChinaChapter I General ProvisionsArticle 1 These Regulations are formulated in accordance with the relevant provisions of the General Principles of the Civil Law of the People's Republic of China, the Contract Law of the People's Republic of China, and other relevant laws and regulations in order to regulate the purchase and sale of industrial and mining products, safeguard the legitimate rights and interests of the parties to the contract, promote the healthy development of the market economy, and strengthen economic construction.Article 2 Industrial and mining products referred to in these Regulations refer to the products produced in the process of industrial and mining activities, including but not limited to raw materials, semi-finished products, finished products, machinery, equipment, and other related products.Article 3 The purchase and sale of industrial and mining products shall be conducted in accordance with the principles ofvoluntariness, equality, fairness, openness, honesty, and good faith.Article 4 The parties' purchase and sale of industrial and mining products shall comply with the relevant laws and regulations of the People's Republic of China and international conventions, and shall not disrupt the normal market order or harm the legitimate rights and interests of others.Chapter II Formation of ContractArticle 5 When the parties conclude a contract for the purchase and sale of industrial and mining products, they shall clarify the subject matter, quantity, quality, price, delivery time, payment method, inspection and acceptance, and other important terms of the contract in a written form.Article 6 The parties shall negotiate on the terms of the contract in good faith, and may not deceive or coerce each other, or take advantage of the other party's ignorance or weakness to conclude the contract.Article 7 The contract for the purchase and sale of industrial and mining products shall be formed when the acceptance of the offer or the confirmation of the order is reached by the offeree or the seller.Article 8 If the parties wish to modify or terminate the contract, they shall reach an agreement through negotiation and shall not default or terminate the contract unilaterally without justifiable reasons.Chapter III Performance of ContractArticle 9 The buyer shall pay the purchase price of the industrial and mining products in accordance with the contract. The seller shall deliver the products in accordance with the contract.Article 10 The buyer shall inspect and accept the industrial and mining products in accordance with the contract. If the buyer finds that the products do not conform to the contract, he/she shall have the right to request the seller to make corrections or replacements.Article 11 If the seller fails to deliver the industrial and mining products in accordance with the contract, the buyer shall have the right to request the seller to deliver the products within a reasonable period; if the seller still fails to deliver the products within the reasonable period, the buyer may terminate the contract.Article 12 If the buyer fails to pay the purchase price of the industrial and mining products in accordance with the contract, the seller shall have the right to request the buyer to pay within a reasonable period; if the buyer still fails to pay within the reasonable period, the seller may terminate the contract.Chapter IV Liability for Breach of ContractArticle 13 If one party fails to perform its obligations under the contract or performs them incompletely, the other party shall have the right to request the defaulting party to perform its obligations, eliminate the impact of the breach, or compensate for the losses suffered.Article 14 If one party breaches the contract and causes losses to the other party, the defaulting party shall be liable for compensation according to law.Article 15 If one party breaches the contract and causes a dispute, the parties may seek mediation, arbitration, or litigation in accordance with the relevant laws and regulations of the People's Republic of China.Chapter V Supplementary ProvisionsArticle 16 These Regulations shall be interpreted by the Supreme People's Court of the People's Republic of China.Article 17 These Regulations shall come into force on the date of promulgation.（以上文章仅为模拟示范，如需真实相关信息，请查阅官方文件）。

中华人民共和国劳动合同法Labor Contract Law of the People’s Republic of China（2007年6月29日第十届全国人民代表大会常务委员会第二十八次会议通过）(Adopted at the 28th Session of Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on June 29, 2007)目录（Content）第一章总则Chapter I General Provisions第二章劳动合同的订立Chapter II Formation of Labor Contracts第三章劳动合同的履行和变更Chapter III Fulfillment and Change of Labor Contracts第四章劳动合同的解除和终止Chapter IV Dissolution and Termination of Labor Contracts第五章特别规定Chapter V Special Provisions第一节集体合同Section 1 Collective Contract第二节劳务派遣Section 2 Worker Dispatch第三节非全日制用工Section 3 Part-time Employment第六章监督检查Chapter VI Supervision and Inspection第七章法律责任Chapter VII Legal Liabilities第八章附则Chapter VIII Supplementary Provisions第一章总则Chapter I General Provisions第一条为了完善劳动合同制度，明确劳动合同双方当事人的权利和义务，保护劳动者的合法权益，构建和发展和谐稳定的劳动关系，制定本法。

合同编通则解释第16条**英文部分**Article 16 of the General Provisions of Contract Codification interprets the validity and enforceability of contracts. According to this provision, a contract shall be deemed valid and enforceable if it is freely entered into by parties with legal capacity, expresses their true intentions, does not violate any mandatory provisions of laws or administrative regulations, and does not harm the public interest or the legitimate rights and interests of others. The provision further clarifies that contracts entered into by parties in violation of mandatory provisions of laws or administrative regulations may be deemed invalid or voidable depending on the severity of the violation. Additionally, if a contract contains unclear or ambiguous terms, they shall be interpreted in accordance with the relevant provisions of contract law, taking into account the purpose and spirit of the contract, as well as the principles of good faith and fairness.**中文翻译部分**《合同编通则》第16条对合同的效力和可执行性进行了解释。

1。

General Provisions一般规定Contract 合同Contract Agreement 合同协议书1。

6Letter of Acceptance 中标函1.1。

3（a。

业主对承包商正式接受函,签字；b.双方商定的其他内容，双方签字)Letter of Tender 投标函（承包商的报价函）Specification 规范Drawings 图纸Schedules 明细表Tender 投标书(a。

投标函;b。

投标者填写的各类明细表，投标保函等）Appendix to Tender 投标函附录Bill of Quantities 工程量表Daywork Schedule 计日工表Parties and Persons 合同双方和人员Engineer 工程师（natural/legal)（监理）DAB 争端裁决委员会（投标函附录列出)FIDIC 国际咨询工程联合会(International Federation of Consulting Engineers）Dates 日期Tests 检验Periods 期间Completion 竣工Base Date 基准日期（提交投标书截止日期之前的第28天当天；与调价有关）Commencement Date 开工日期（工程师通知开工的日期）Time for Completion 竣工日期（指时间段,从开工日期开始计算）Tests on Completion 竣工检验Taking-over Certificate 接收证书（证明工程按照合同实质竣工，进入缺陷通知期)Tests after Completion 竣工后检验Defects Notification Period 缺陷通知期维修期Performance Certificate 履约证书Money and Payments 款项和支付Accepted Contract Amount 中标合同金额(中标的承包商的投标价格，名义合同价格）Contract Prise 合同价格（a. b。

总则General Provisions合资协议的总则一般都作如下类似规定：In accordance with the Law of the People’s Republic of China onChinese-foreign Equity Joint Ventures and other applicable Chinese laws, Party A and Party B, under the principle of equality and mutual benefit and through friendly negotiation, agree to establish an equity joint venture company in the People’s Republic of China (the PRC), hereby enter into this joint venture contract.ORThe parties, adhering to the principles of equality and mutual benefit and after friendly consultations, agree to jointly establish and invest in an equity joint venture in accordance with the law of China on Chinese-Foreign Equity Joint Ventures(the “Joint Venture Law”), the Regulations for the Implementation of the Law of the Peop le’s Republic of China on Chinese-Foreign Equity Joint Ventures(the “Joint Venture Regulations”) and other applicable laws and regulations of China, all on the terms and subject to the conditions set forth herein.合资目的和经营范围Purpose and Scope of BusinessThe intention of the parties in entering this Agreement is to strengthen economic and technological cooperation by using advanced technology and know-how to produce products and to export such products. By adopting efficient management and administration, the parties shall produce shoring products of international quality standards and thus allow the parties to achieve satisfactory economic benefits.ORThe Joint Venture Company is established in order to strengthen economic and technological cooperation by using advanced technology and know-how to produce products and to export such products.The business scope of the Joint Venture Company is to合资公司的设立 Establishment of Joint VentureThe Company will take the form of Limited Liability Company. Each Party is liable to the Company only up to the limit of the capital subscribed by it. The profits, risks and losses of the Company shall be shared by the Parties to theCompany in proportion to their respective contributions to the registered capital.The name of the Company is:The legal address of the Company:投资总额，注册资本,出资额，出资方式Total investment, Registered Capital, Contributions and The Way of PaymentThe total amount of contributions by the Parties, which belongs to theregistered capital of the Company, is US$ ,among which, Party Acontributes US$, accounting for 55% of the registered capital; Party Bcontributes US$, accounting for 45% of the registered capital.The total amount of investment of the Company is .Party A shall make their contributions to the registered capital of the Company prior to its registration; Party B shall make its contributions within three months as from its registration.Any Party shall not transfer its share of the registered capital of the Company in part or whole to a third party without the prior consent of the other Party and the approval of competent authority for examination and approval. Should one Party transfer all or part of its shares, the other Party shall have the preemptive right..。

目录联合国国际货物销售合同公约（CISG）United Nations Convention on Contracts for the International Sale of Goods (1980)[CISG]第一部分适用范围和总则Part I Sphere of Application and General Provisions第一章适用范围Chapter I Sphere of Application第二章总则Chapter II General Provisions第二部分合同的订立PART II Formation of the Contract第三部分货物销售PART III Sale of Goods第一章总则Chapter I General Provisions第二章卖方的义务Chapter II Obligations of the Seller第一节交付货物和移交单据Section I. Delivery of the goods and handing over of documents第二节货物相符与第三方要求Section II. Conformity of the goods and third party claims第三节卖方违反合同的补救办法Section III. Remedies for breach of contract by the seller第三章买方的义务Chapter III Obligations of the Buyer第一节支付价款Section I. Payment of the price第二节收取货物Section II. Taking delivery第三节买方违反合同的补救办法Section III. Remedies for breach of contract by the buyer第四章风险移转Chapter IV Passing of Risk第五章卖方和买方义务的一般规定Chapter V Provisions Common to the Obligations of the Seller and ofthe Buyer第一节预期违反合同和分批交货合同Section I. Anticipatory breach and installment contracts第二节损害赔偿Section II. Damages第三节利息Section III. Interest第四节免责Section IV. Exemptions第五节宣告合同无效的效果Section V. Effects of avoidance第六节保全货物Section VI. Preservation of the goods第四部分最后条款PART IV Final Provision联合国国际货物销售合同公约（CISG）United Nations Convention on Contracts for the International Sale ofGoods(1980) [CISG]（1980年4月11日订于维也纳）本公约各缔约国，铭记联合国大会第六届特别会议通过的关于建立新的国际经济秩序的各项决议的广泛目标，考虑到在平等互利基础上发展国际贸易是促进各国间友好关系的一个重要因素，认为采用照顾到不同的社会、经济和法律制度的国际货物销售合同统一规则，将有助于减少国际贸易的法律障碍，促进国际贸易的发展，兹协议如下：THE STATES PARTIES TO THIS CONVENTION,BEARING IN MIND the broad objectives in the resolutions adopted by the sixth special session of the General Assembly of the United Nations on the establishment of a New International Economic Order,CONSIDERING that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among States, BEING OF THE OPINION that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade,HAVE AGREED as follows:第一部分适用范围和总则Part I Sphere of Application and General Provisions第一章适用范围Chapter I Sphere of Application第一条Article 1(1)本公约适用于营业地在不同国家的当事人之间所订立的货物销售合同：(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States:(a)如果这些国家是缔约国；或(a) when the States are Contracting States; or(b)如果国际私法规则导致适用某一缔约国的法律。

公众责任保险（1994版）条款Public Liability Insurance (1994 Version) Clause1. Scope of coverWithin the period of insurance and the scope set forth in the schedule of this insurance policy, if any third party is suffered from bodily injury or death or property loss due to accidents happened during operation of the business of the insured within its business scope, and according to law the insured shall bear the liability for economic indemnity, the insurer shall be liable for such indemnity in accordance with the following clauses.The insurer shall compensate for any legal cost paid by the insured due to the reasons mentioned above, as well as any other expenses of the insured agreed by the insurer in advance in written form.The amount of indemnity for each insured event shall be subject to the amount ought to be compensated by the insured as determined by local court or relevant governmental department according to current laws. However, in no case such amount shall exceed the indemnity limit for each insured event set forth in the schedule of this insurance policy. Within the insurance period, under the clauses of this insurance policy, the maximum indemnity liability for the abovementioned economic indemnity shall not exceed the aggregate limit of indemnity set forth in the schedule of this insurance policy.Definitions:Accident:refers to any sudden event that is unexpected and out of control of the insurer, causing property losses or bodily injury or death.2. ExclusionsThe insurer shall not bear the following liabilities for indemnity:Contractual liabilities that shall be borne by the insured, except for the liability of economic indemnity that shall still be borne by the insured without the contract;Any liabilities for the bodily injury or death or property loss suffered by any person serving the insured;Any liabilities for the loss of the following properties:Properties owned by, under the custody of or controlled by the insured or its representative or employee;Any articles, lands, houses or buildings used and occupied by the insured or its representative or employee for business purpose.Any liabilities for losses or injuries caused by:Livestock, bicycle, vehicle, locomotive, vessel, airplane, elevator, lift, moving staircase, crane, hoister or other lifting devices that is owned by, occupied by the insured or used in the insured’s name but not set forth in the schedule of this insurance policy;Fire, earthquake, explosion, flood and smoke;Air, land, water pollution and other pollutions;Defective sanitary installation, poisoning of any kind, or any unclean or harmful food or drink; Medical measures or suggestions made or accepted by the insured.Any liabilities for damages of land, properties, buildings due to quake, movement or weakening of support;Any liabilities due to direct or indirect results of war, act similar to war, act of hostility, armedconflict, terrorist activity, rebellion or coup;Any liabilities due to direct or indirect results of strike, riot, civil turbulence or malicious act; Intentional act or gross negligence of the insured or its representative;Any directly or indirect liabilities due to nuclear fission, nuclear fusion, nuclear weapon, nuclear material, nuclear radiation and radioactive pollution;Penalty, fine or punitive indemnity;The deductible that shall be borne by the insured as agreed in the schedule of the insurance policy and relevant clauses.3. Claims settlementIn case of occurrence of any event or litigation covered under this insurance policy:Unless agreed by the insurer in writing, the insurer shall not be bound by any commitments, offers, agreements, payments or indemnities made by the insured or its representative. If necessary, the insurer shall have the right to take over the debates or claims of any litigation in the name of the insured;The insurer shall have the right to, in the name of the insured, make claims to any liable party for the benefits of the insurer at its own account. Unless agreed by the insurer in writing, the insured shall not accept any payment or indemnity arrangements made by the reliable party for the relevant losses, or waive any right of claim towards such reliable party, otherwise, the so-caused consequence shall be borne by the insured;In the process of the litigation or claim settlement, the insurer shall have the right to handle any litigation or resolve any claims on its own discretion, and the insured shall have the obligation to provide the insurer with all and any necessary materials and assistance;The limitation period of actions of claiming for indemnity by the insured against the insurer is two years since the date when the insured know or should have known the occurrence of the insured event.4. The obligation of the insuredThe insured and its representative shall strictly fulfill the following obligations:If the insurer, prior to the conclusion of an insurance contract, inquire about the subject matter of the insurance or person to be insured, the insurance applicant should make a full and accurate disclosure. The insurer shall have the right to terminate the insurance contract, in the case that the insurance applicant intentionally or gross negligently fails to perform such obligation of making a full and accurate disclosure specified in the preceding paragraph to the extent that it would materially affect the insurer's decision whether or not to underwrite the insurance or whether or not to increase the premium rate.The contractual cancellation right under the preceding paragraph shall be extinguished if not exercised for thirty (30) days, commencing on date when the insurer knows the grounds of termination. And the insurer can not cancel the contract, if the contract has been established for more than two years; in case of occurrence of insured event, the insurer shall bear obligation for payment of insurance benefits.If any applicant intentionally fails to perform its obligation of making a full and accurate disclosure, the insurer shall bear no obligation for making any payment of the insurance benefits, or for returning the premiums paid, for the occurrence of the insured event which occurred prior to the termination of the contract.If an applicant gross negligently fails to perform its obligation of making a full and accurate disclosure and this materially affects the occurrence of an insured event, the insurer shall bear no obligation for making any payment of the insurance benefits for any insured event occurring before the termination of the contract, but may return the premiums paid.If the insurer has known the information that the insured fails to make a full and accurate disclosure, theinsurer can not terminate the contract; in case of occurrence of the insured event, the insurer shall bear the obligation for payment of the insurance benefits.The insured or its representative should pay the premium on time in accordance with the agreement specified in the schedule of the insurance policy and the endorsement;The insured shall engage reliable, serious and qualified staff and make shall all its buildings, roads, plants, machines, fitments and other devices are in good condition and available for use. Moreover, the insured shall be subject to any laws and regulations issued by local government, immediately repair any found defects, and take provisional preventive measures to avoid happening of the insured event;In case of occurrence of any event covered under this insurance policy, the insured or its representative shall:Inform the insurer in time and report the course, cause and degree of damage in written form within seven days or within a term prolonged agreed by the insurer in writing;Not change or repair its buildings, roads, plants, machines, fitments and other devices unless inspected and agreed by the insurer;Inform the insurer in writing when any litigation is expected and delivery the court summons or other legal documents to the insurer immediately upon receipt of the same;Provide all evidences, materials and bills as the basis for claims.5. General provisions(1) Policy cancellationThis policy may be canceled at any time at the request of the insurance applicant in writing or at the option of the insurer by giving a fifteen (15) days prior notice to the insured. In the former case the insurer shall retain a premium calculated on short term rate basis for the time the policy has been in force, while in the latter case such premium shall be calculated on pro rata daily basis.(2) Claim fraudThe insurer shall have the right to cancel the insurance contract and refuse to return the premiums paid, if the insured claims that an insured event that doesn’t exist has occurred and submits a claim for payment of the insurance benefits.If the insurance applicant or the insured intentionally causes the occurrence of an insured event, the insurer shall have the right to cancel the insurance contract, bear no obligation for indemnity or payment of the insurance benefits and decline to return the premiums paid.If the insurance applicant or the insured, following the occurrence of an insured event, provides forged and altered relevant evidence, information or other proofs, falsifies the cause of the occurrence of the insured event or overstates the extent of the loss, the insurer shall bear no obligation for indemnity or payment of the insurance benefits for the portion which is falsified or overstated.The insurance applicant or the insured shall refund or indemnify the insurer for any payments or expenses which were made or incurred by the insurer due to the commission of any act stipulated in the foregoing three paragraphs of this Article by the insurance applicant or the insured.(3) Reasonable inspectionThe insured shall observe all the laws, rules and regulations prescribed by the public security and fire departments of the State with respect to fire prevention, safety, production, operations, labor protection, and use of the special equipment, enhance the management, and take reasonable predictive measures to avoid or reduce the occurrence of the insured event.The representative of the insurer shall at any suitable time be entitled to attend the site and inspect orexamine the risk exposure of the property insured. For this purpose, the insured shall provide full assistance and all details and information required by the insurer as may be necessary for the assessment of the risk. The above mentioned inspection or examination shall in no circumstances be held as any admission to the insured by the insurer. The insurance applicant and the insured shall seriously implement any written suggestions provided by the insurer to eliminate risks and latent problems.In the event that the insurance applicant or the insured fails to abide by the foregoing agreements and due to which the insured event has occurred, the insurer shall bear no obligation for indemnity; the insurer is not liable for indemnity for any expanding losses due to the insurance applicant or the insured’s breach of the foregoing agreeme nts.(4) Duplicated insuranceShould any loss, damage, expenses or liability recoverable under the policy be also covered by any other insurance, the insurer shall only be liable to pay or contribute its proportion of the claim irrespective as to whether the other insurance is arranged by the Insured or others on his behalf, or whether any indemnification is obtainable under such other insurance.(5) SubrogationIn the event that the losses within the insurance liability shall be indemnified by related responsible party, the insurer may from the date when the insurer pay indemnity of insurance compensation to the insured, within the scope of indemnity, subrogate the insured’s right against related responsible party for compensation, and the insured should provide the insurer with necessary documents and knowing information.If the insured has already obtained insurance compensation from the responsible party, the insurer shall pay the amount after deducting such obtained amount.If the insured waives the right of claiming for indemnity against the responsible party after the occurrence of the insured event and before the insurer making the indemnity, the insurer is not liable for indemnity; If the insured, without the insurer's consent, waives the right of claiming for indemnity against the responsible party after indemnity is made by the insurer, the waiver of the insured shall be regarded as invalid; The insurer may deduct or request the insured to refund the corresponding amount if the insurer is not able to exercise the right of claiming for indemnity by subrogation due to the insured’s intentional misconduct or gross negligence.(6) Disputes settlementDisputes arising from the execution and performance of the policy shall be settled through negotiation between the parties hereto. Should no settlement be reached, the case in dispute shall be submitted to the arbitration institution specified in the policy. Where no arbitration institution is specified in the policy or no arbitration agreement is reached after disputes, either party hereinto may bring litigation to the People’s Court with jurisdiction.Any dispute with regard to the policy should apply the law of P.R.China (excluding Hongkong, Macao and Taiwan).。

证券法中英文对照2020证券法是我国的一部重要法律，对于规范证券市场的运作、保护投资者权益具有重要意义。

以下是2020年的证券法中英文对照：证券法 Securities Law.第一章总则 Chapter I General Provisions.第一条为了规范证券市场的秩序，保护投资者的合法权益，维护国家经济安全，促进经济社会发展，制定本法。

Article 1 This Law is enacted for the purpose of regulating the order ofthe securities market, protecting the legitimate rights and interests of investors, safeguarding the economic securityof the State, and promoting economic and social development.第二条本法所称证券，是指股票、债券、基金份额和其他可以公开发行并在证券交易所或者其他证券交易场所上市交易的有价证券。

Article 2 For purposes of this Law, "securities" means stocks, bonds, fund shares, and other negotiable securities that can be publicly issued and listed for trading on asecurities exchange or other securities trading places.第三条证券市场是指证券发行、交易和服务活动进行的场所。

Article 3 The securities market refers to the place where securities issuance, trading, and service activities are conducted.第四条证券交易所是经国务院证券监督管理机构批准设立，依法举办证券交易的非营利性法人组织。

《联合国国际货物买卖合同公约》中英文对照United Nations Convention on Contracts for the International Sale of Goods(1980) [CISG]《联合国国际货物买卖合同公约》共分为四个部分：（1）适用范围；（2）合同的成立；（3）货物买卖；（4）最后条款。

全文共101条。

公约的主要内容包括以下四个方面：1.公约的基本原则。

建立国际经济新秩序的原则、平等互利原则与兼顾不同社会、经济和法律制度的原则。

这些基本原则是执行、解释和修订公约的依据，也是处理国际货物买卖关系和发展国际贸易关系的准绳。

2.适用范围。

第一，公约只适用于国际货物买卖合同，即营业地在不同国家的双方当事人之间所订立的货物买卖合同，但对某些货物的国际买卖不能适用该公约作了明确规定。

第二，公约适用于当事人在缔约国内有营业地的合同，但如果根据适用于“合同”的冲突规范，该“合同”应适用某一缔约国的法律，在这种情况下也应适用“销售合同公约”，而不管合同当事人在该缔约国有无营业所。

对此规定，缔约国在批准或者加入时可以声明保留。

第三，双方当事人可以在合同中明确规定不适用该公约。

（适用范围不允许缔约国保留）3.合同的订立。

包括合同的形式和发价（要约）与接受（承诺）的法律效力。

4.买方和卖方的权利义务。

第一，卖方责任主要表现为三项义务：交付货物；移交一切与货物有关的单据；移转货物的所有权。

第二，买方的责任主要表现为两项义务：支付货物价款；收取货物。

第三，详细规定卖方和买方违反合同时的补救办法。

第四，规定了风险转移的几种情况。

第五，明确了根本违反合同和预期违反合同的含义以及当这种情况发生时，当事人双方所应履行的义务。

第六，对免责根据的条件作了明确的规定。

补充：CISG 联合国国际货物销售合同公约(the United Nations Convention on Contracts for the International Sale of Goods)。

总则GENERAL PRINCIPLES第一章一般规定Chapter One: General Provisions第一条为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本法。

Article 1 PurposeThis Law is formulated in order to protect the lawful rights and interests of contract parties, to safeguard social and economic order, and to promote socialist modernization.第二条本法所称合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。

婚姻、收养、监护等有关身份关系的协议，适用其他法律的规定。

Article 2 Definition of Contract; ExclusionsFor purposes of this Law, a contract is an agreement between natural persons, legal persons or other organizations with equal standing, for the purpose of establishing, altering, or discharging a relationship of civil rights and obligations.An agreement concerning any personal relationship such as marriage, adoption, guardianship, etc. shall be governed by other applicable laws.第三条合同当事人的法律地位平等，一方不得将自己的意志强加给另一方。

FIDIC红皮书1999(中英文对照)Fédération Internationale Des Ingénieurs-Conseils通用条件General Conditions1.一般规定General Provisions1.1 定义Definitions在包括专用条件和本通用条件的合同条件（“本合同条件”）中，以下措辞和用语的含义如下所述。

除非上下文中另有要求，指当事人和当事各方的词包括公司和其它法律实体。

In the Conditions of Contract ("these Conditions"), which include Particular Conditions and these General Conditions, the following words and expressions shall have the meanings stated. Words indicating persons or parties include corporations and other legal entities, except where the context requires otherwise.1.1.1 合同1.1.1 The Contract1.1.1.1“合同(Contract)”指合同协议书、中标函、投标函、本合同条件、规范、图纸、资料表、以及在合同协议书或中标函中列明的其它进一步的文件(如有时)。

1.1.1.1 "Contract" means the Contract Agreement, the Letter of Acceptance, the Letter of Tender, these Conditions, the Specification, the Drawings, the Schedules, and the further documents (if any) which are listed in the Contract Agreement or in the Letter of Acceptance.1.1.1.2“合同协议书(Contract Agreement)”指第1.6款【合同协议】中所说明的合同协议(如有时)。