Part Five Possession
Chapter XX. Possession
Article 458
In the case of possession of immovable or movable property based on a contractual relationship, matters such as the use of the immovable or movable property, the benefits therefrom, and the default liability shall be subject to the agreement in the contract; where there is no agreement thereon in the contract or the agreement is unclear, the relevant provisions of laws shall be applied.
Article 459
Where damage is caused to the immovable or movable property by its possessor as a result of use of the property, a mala fide possessor shall be liable for compensation.
Article 460
Where an immovable or movable property is in the possession of another person, a person holding a right in the property may request the possessor to return the original property and its fruits and proceeds, provided that the necessary expenses incurred by a bona fide possessor for the maintenance of the immovable or movable
property shall be paid.
Article 461
Where the immovable or movable property in another person’s possession is destructed, damaged, or lost, and a person holding a right in the property requests for compensation, the possessor shall return to the right holder the amount of insurance payment, compensation or indemnity he has received for the property destructed, damaged, or lost; where the right holder has not been fully compensated, a possessor mala fide shall also compensate for the loss.
Article 462
Where an immovable or movable property is trespassed or converted, its possessor is entitled to request restitution. Where there is a nuisance against the possession, the possessor has the right to request the removal of the nuisance or the elimination of the danger. Where damage is caused as a result of the trespass, conversion, or nuisance, the possessor has the right to request compensatory damages in accordance with law.
The possessor’s right to request for restitution is extinguished if such a right has not been exercised within one year from the date the trespass or conversion occurs.
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Article 485
An acceptance may be withdrawn. The provisions of Article 141 of this Code shall apply to the withdrawal of an acceptance.
第四百八十五条 承诺可以撤回。承诺的撤回适用本法第一百四十一条的规定。
Article 486
Where an offeree makes an acceptance beyond the time limit for acceptance, or where the acceptance is made within the time limit for acceptance but it cannot reach the offeror in time under normal circumstances, such an acceptance constitutes a new offer unless the offeror timely notifies the offeree that the acceptance is effective.
第四百八十六条 受要约人超过承诺期限发出承诺，或者在承诺期限内发出承诺，按照通常情形不能及时到达要约人的，为新要约；但是，要约人及时通知受要约人该承诺有效的除外。
Article 487
Where an offeree makes an acceptance notice within the time limit for acceptance, if the notice would have reached the offeror in time under normal circumstances but reaches the offeror beyond the time limit for other reasons, the acceptance shall be effective unless the offeror timely notifies the offeree that the acceptance is not accepted as it exceeds the time limit for acceptance.
第四百八十七条 受要约人在承诺期限内发出承诺，按照通常情形能够及时到达要约人，但是因其他原因致使承诺到达要约人时超过承诺期限的，除要约人及时通知受要约人因承诺超过期限不接受该承诺外，该承诺有效。
Article 488
The content of an acceptance shall be consistent with the content of the offer. Where the offeree proposes in the acceptance any material alteration to the content of the offer, it shall constitute a new offer. An alteration concerning the object of the contract, the quantity, quality, price or remuneration, time period of performance, place and manner of performance, default liability, the methods of dispute resolution, or the like is a material alteration to the content of an offer.
第四百八十八条 承诺的内容应当与要约的内容一致。受要约人对要约的内容作出实质性变更的，为新要约。有关合同标的、数量、质量、价款或者报酬、履行期限、履行地点和方式、违约责任和解决争议方法等的变更，是对要约内容的实质性变更。
An acceptance may be withdrawn. The provisions of Article 141 of this Code shall apply to the withdrawal of an acceptance.
第四百八十五条 承诺可以撤回。承诺的撤回适用本法第一百四十一条的规定。
Article 486
Where an offeree makes an acceptance beyond the time limit for acceptance, or where the acceptance is made within the time limit for acceptance but it cannot reach the offeror in time under normal circumstances, such an acceptance constitutes a new offer unless the offeror timely notifies the offeree that the acceptance is effective.
第四百八十六条 受要约人超过承诺期限发出承诺，或者在承诺期限内发出承诺，按照通常情形不能及时到达要约人的，为新要约；但是，要约人及时通知受要约人该承诺有效的除外。
Article 487
Where an offeree makes an acceptance notice within the time limit for acceptance, if the notice would have reached the offeror in time under normal circumstances but reaches the offeror beyond the time limit for other reasons, the acceptance shall be effective unless the offeror timely notifies the offeree that the acceptance is not accepted as it exceeds the time limit for acceptance.
第四百八十七条 受要约人在承诺期限内发出承诺，按照通常情形能够及时到达要约人，但是因其他原因致使承诺到达要约人时超过承诺期限的，除要约人及时通知受要约人因承诺超过期限不接受该承诺外，该承诺有效。
Article 488
The content of an acceptance shall be consistent with the content of the offer. Where the offeree proposes in the acceptance any material alteration to the content of the offer, it shall constitute a new offer. An alteration concerning the object of the contract, the quantity, quality, price or remuneration, time period of performance, place and manner of performance, default liability, the methods of dispute resolution, or the like is a material alteration to the content of an offer.
第四百八十八条 承诺的内容应当与要约的内容一致。受要约人对要约的内容作出实质性变更的，为新要约。有关合同标的、数量、质量、价款或者报酬、履行期限、履行地点和方式、违约责任和解决争议方法等的变更，是对要约内容的实质性变更。
Article 481
An acceptance shall reach the offeror within the time limit specified in the offer.
Where no time limit for acceptance is specified in the offer, an acceptance shall reach the offeror in accordance with the following provisions:
(1) where an offer is made in a real-time communication, acceptance shall be made promptly; or
(2) where an offer is not made in a real-time communication, the acceptance notice shall reach the offeror within a reasonable period of time.
第四百八十一条 承诺应当在要约确定的期限内到达要约人。
要约没有确定承诺期限的，承诺应当依照下列规定到达：
（一）要约以对话方式作出的，应当即时作出承诺；
（二）要约以非对话方式作出的，承诺应当在合理期限内到达。
Article 482
Where an offer is made through a letter or a telegram, the time limit for acceptance shall be counted from the date shown on the letter or the date the telegram is handed in for dispatch or, if no such a date is shown on the letter, from the mailing date shown by the postmark of the letter. Where an offer is made by means of instantaneous communications such as telephone calls, facsimiles, or e-mails, the time limit for acceptance shall be counted from the moment the offer reaches the offeree.
第四百八十二条 要约以信件或者电报作出的，承诺期限自信件载明的日期或者电报交发之日开始计算。信件未载明 日期的，自投寄该信件的邮戳日期开始计算。要约以电话、传真、电子邮件等快速通讯方式作出的，承诺期限自要约到达受要约人时开始计算。
Article 483
A contract is formed at the time when an acceptance becomes effective, unless otherwise provided by law or agreed by the parties.
第四百八十三条 承诺生效时合同成立，但是法律另有规定或者当事人另有约定的除外。
Article 484
Where an acceptance is made by means of notice, the time when the acceptance becomes effective shall be governed by the provisions of Article 137 of this Code.
Where an acceptance notice is not required, the acceptance becomes effective when an act of acceptance is performed according to the parties’ course of dealing or as indicated by the offer.
第四百八十四条 以通知方式作出的承诺，生效的时间适用本法第一百三十七条的规定。
承诺不需要通知的，根据交易习惯或者要约的要求作出承诺的行为时生效。
An acceptance shall reach the offeror within the time limit specified in the offer.
Where no time limit for acceptance is specified in the offer, an acceptance shall reach the offeror in accordance with the following provisions:
(1) where an offer is made in a real-time communication, acceptance shall be made promptly; or
(2) where an offer is not made in a real-time communication, the acceptance notice shall reach the offeror within a reasonable period of time.
第四百八十一条 承诺应当在要约确定的期限内到达要约人。
要约没有确定承诺期限的，承诺应当依照下列规定到达：
（一）要约以对话方式作出的，应当即时作出承诺；
（二）要约以非对话方式作出的，承诺应当在合理期限内到达。
Article 482
Where an offer is made through a letter or a telegram, the time limit for acceptance shall be counted from the date shown on the letter or the date the telegram is handed in for dispatch or, if no such a date is shown on the letter, from the mailing date shown by the postmark of the letter. Where an offer is made by means of instantaneous communications such as telephone calls, facsimiles, or e-mails, the time limit for acceptance shall be counted from the moment the offer reaches the offeree.
第四百八十二条 要约以信件或者电报作出的，承诺期限自信件载明的日期或者电报交发之日开始计算。信件未载明 日期的，自投寄该信件的邮戳日期开始计算。要约以电话、传真、电子邮件等快速通讯方式作出的，承诺期限自要约到达受要约人时开始计算。
Article 483
A contract is formed at the time when an acceptance becomes effective, unless otherwise provided by law or agreed by the parties.
第四百八十三条 承诺生效时合同成立，但是法律另有规定或者当事人另有约定的除外。
Article 484
Where an acceptance is made by means of notice, the time when the acceptance becomes effective shall be governed by the provisions of Article 137 of this Code.
Where an acceptance notice is not required, the acceptance becomes effective when an act of acceptance is performed according to the parties’ course of dealing or as indicated by the offer.
第四百八十四条 以通知方式作出的承诺，生效的时间适用本法第一百三十七条的规定。
承诺不需要通知的，根据交易习惯或者要约的要求作出承诺的行为时生效。
Article 476
An offer may be revoked, unless under any of the following circumstances:
(1) the offeror has explicitly indicated that the offer is irrevocable by specifying a time limit for acceptance or in any other manner; or
(2) the offeree has reasons to believe that the offer is irrevocable and the offeree has made reasonable preparations to perform the contract.
第四百七十六条 要约可以撤销，但是有下列情形之一的除外：
（一）要约人以确定承诺期限或者其他形式明示要约不可撤销；
（二）受要约人有理由认为要约是不可撤销的，并已经为履行合同做了合理准备工作。
Article 477
Where an expression of intent to revoke an offer is made in a real-time communication, the content of such expression of intent shall be known to the offeree before the offeree makes an acceptance; where an expression of intent to revoke an offer is not made in a real-time communication, it shall reach the offeree before the offeree makes an acceptance.
第四百七十七条 撤销要约的意思表示以对话方式作出的，该意思表示的内容应当在受要约人作出承诺之前为受要约人所知道；撤销要约的意思表示以非对话方式作出的，应当在受要约人作出承诺之前到达受要约人。
Article 478
An offer becomes invalid under any of the following circumstances:
(1) the offer is rejected;
(2) the offer is revoked in accordance with law;
(3) the offeree makes no acceptance prior to expiration of the time limit for acceptance; or
(4) the offeree materially alters the content of the offer.
第四百七十八条 有下列情形之一的，要约失效：
（一）要约被拒绝；
（二）要约被依法撤销；
（三）承诺期限届满，受要约人未作出承诺；
（四）受要约人对要约的内容作出实质性变更。
Article 479
An acceptance is an expression of intent of the offeree to accept an offer.
第四百七十九条 承诺是受要约人同意要约的意思表示。
Article 480
An acceptance shall be made by means of notice, except that an acceptance may be made by performing an act according to the parties’ course of dealing or as indicated in the offer.
第四百八十条 承诺应当以通知的方式作出；但是，根据交易习惯或者要约表明可以通过行为作出承诺的除外。
An offer may be revoked, unless under any of the following circumstances:
(1) the offeror has explicitly indicated that the offer is irrevocable by specifying a time limit for acceptance or in any other manner; or
(2) the offeree has reasons to believe that the offer is irrevocable and the offeree has made reasonable preparations to perform the contract.
第四百七十六条 要约可以撤销，但是有下列情形之一的除外：
（一）要约人以确定承诺期限或者其他形式明示要约不可撤销；
（二）受要约人有理由认为要约是不可撤销的，并已经为履行合同做了合理准备工作。
Article 477
Where an expression of intent to revoke an offer is made in a real-time communication, the content of such expression of intent shall be known to the offeree before the offeree makes an acceptance; where an expression of intent to revoke an offer is not made in a real-time communication, it shall reach the offeree before the offeree makes an acceptance.
第四百七十七条 撤销要约的意思表示以对话方式作出的，该意思表示的内容应当在受要约人作出承诺之前为受要约人所知道；撤销要约的意思表示以非对话方式作出的，应当在受要约人作出承诺之前到达受要约人。
Article 478
An offer becomes invalid under any of the following circumstances:
(1) the offer is rejected;
(2) the offer is revoked in accordance with law;
(3) the offeree makes no acceptance prior to expiration of the time limit for acceptance; or
(4) the offeree materially alters the content of the offer.
第四百七十八条 有下列情形之一的，要约失效：
（一）要约被拒绝；
（二）要约被依法撤销；
（三）承诺期限届满，受要约人未作出承诺；
（四）受要约人对要约的内容作出实质性变更。
Article 479
An acceptance is an expression of intent of the offeree to accept an offer.
第四百七十九条 承诺是受要约人同意要约的意思表示。
Article 480
An acceptance shall be made by means of notice, except that an acceptance may be made by performing an act according to the parties’ course of dealing or as indicated in the offer.
第四百八十条 承诺应当以通知的方式作出；但是，根据交易习惯或者要约表明可以通过行为作出承诺的除外。
Article 470
The content of a contract shall be agreed by the parties and generally includes the following clauses:
(1) name or designation and domicile of each party;
(2) objects;
(3) quantity;
(4) quality;
(5) price or remuneration;
(6) time period, place, and manner of performance;
(7) default liability; and
(8) dispute resolution.
The parties may conclude a contract with reference to the various types of model contracts.
Article 471
The parties may conclude a contract by making an offer and acceptance or other means.
Article 472
An offer is an expression of intent to conclude a contract with another person, and the expression of intent shall conform to the following conditions:
(1) the content shall be specific and definite; and
(2) it is indicated therein that the offeror is to be bound by his expression of intent upon acceptance thereof by an offeree.
Article 473
An invitation to offer is a manifestation that a person expects another person to make an offer to him. Auction announcements, bidding announcements, stock prospectuses, bond prospectuses, fund prospectuses, commercial advertisements and promotions, and mailed price catalogs, and the like, are invitations to offer.
A commercial advertisement and promotion shall constitute an offer if its content conforms to the conditions for an offer.
Article 474
The time when an offer becomes effective shall be governed by the provisions of Article 137 of this Code.
Article 475
An offer may be withdrawn. The withdrawal of an offer shall be governed by the provisions of Article 141 of this Code.
The content of a contract shall be agreed by the parties and generally includes the following clauses:
(1) name or designation and domicile of each party;
(2) objects;
(3) quantity;
(4) quality;
(5) price or remuneration;
(6) time period, place, and manner of performance;
(7) default liability; and
(8) dispute resolution.
The parties may conclude a contract with reference to the various types of model contracts.
Article 471
The parties may conclude a contract by making an offer and acceptance or other means.
Article 472
An offer is an expression of intent to conclude a contract with another person, and the expression of intent shall conform to the following conditions:
(1) the content shall be specific and definite; and
(2) it is indicated therein that the offeror is to be bound by his expression of intent upon acceptance thereof by an offeree.
Article 473
An invitation to offer is a manifestation that a person expects another person to make an offer to him. Auction announcements, bidding announcements, stock prospectuses, bond prospectuses, fund prospectuses, commercial advertisements and promotions, and mailed price catalogs, and the like, are invitations to offer.
A commercial advertisement and promotion shall constitute an offer if its content conforms to the conditions for an offer.
Article 474
The time when an offer becomes effective shall be governed by the provisions of Article 137 of this Code.
Article 475
An offer may be withdrawn. The withdrawal of an offer shall be governed by the provisions of Article 141 of this Code.
Article 467
For a contract not explicitly provided in this Code or other laws, the General Provisions of this Book shall be applied, and the provisions provided in this Book and other laws on a contract which is most similar to the said contact may be applied mutatis mutandis.
The laws of the People's Republic of China shall apply to the contracts of Sino-foreign equity joint venture, contracts of Sino-foreign contractual joint venture, or contracts of Sino-foreign cooperation in the exploration and exploitation of natural resources that to be performed within the territory of the People's Republic of China.
Article 468
For a creditor-debtor relation not arising from a contract, the provisions of laws relating to such relations shall be applied; in the absence of such provisions, the relevant provisions of the General Provisions of this Book shall be applied, unless they shall not be applied based on the nature of the creditor-debtor relation.
Chapter II Conclusion of Contracts
Article 469
The parties may conclude a contract in writing, orally, or in other forms.
A writing refers to any form that renders the content contained therein capable of being represented in a tangible form, such as a written agreement, letter, telegram, telex, or facsimile.
A data message in any form, such as electronic data interchange and e-mails, that renders the content contained therein capable of being represented in a tangible form and accessible for reference and use at any time shall be deemed as a writing.
For a contract not explicitly provided in this Code or other laws, the General Provisions of this Book shall be applied, and the provisions provided in this Book and other laws on a contract which is most similar to the said contact may be applied mutatis mutandis.
The laws of the People's Republic of China shall apply to the contracts of Sino-foreign equity joint venture, contracts of Sino-foreign contractual joint venture, or contracts of Sino-foreign cooperation in the exploration and exploitation of natural resources that to be performed within the territory of the People's Republic of China.
Article 468
For a creditor-debtor relation not arising from a contract, the provisions of laws relating to such relations shall be applied; in the absence of such provisions, the relevant provisions of the General Provisions of this Book shall be applied, unless they shall not be applied based on the nature of the creditor-debtor relation.
Chapter II Conclusion of Contracts
Article 469
The parties may conclude a contract in writing, orally, or in other forms.
A writing refers to any form that renders the content contained therein capable of being represented in a tangible form, such as a written agreement, letter, telegram, telex, or facsimile.
A data message in any form, such as electronic data interchange and e-mails, that renders the content contained therein capable of being represented in a tangible form and accessible for reference and use at any time shall be deemed as a writing.
Book Three Contracts
Part One General Provisions
Chapter I General Rules
Article 463
This Book regulates the civil-law relations arising from contracts.
Article 464
A contract is an agreement on the establishment, modification, or termination of a civil juristic relationship between persons of the civil law.
An agreement on establishing a marriage, adoption, guardianship, or the like personal relationships shall be governed by the provisions of laws providing for such personal relationships; in the absence of such provisions, the provisions of this Book may be applied mutatis mutandis according to the nature of such agreements.
Article 465
A contract formed in accordance with law is protected by law.
A contract formed in accordance with law is legally binding only on the parties thereto, unless otherwise provided by law.
Article 466
Where the parties have a dispute on the understanding of a contract clause, the meaning of the disputed clause shall be determined according to the provisions in the first paragraph of Article 142 of this Code.
Where a contract is made in two or more languages which are agreed to be equally authentic, the words and sentences used in each text shall be presumed to have the same meaning. Where the words and sentences used in each text are inconsistent, interpretation thereof shall be made in accordance with the related clauses, nature, and purpose of the contract, and the principle of good faith, and the like.
Part One General Provisions
Chapter I General Rules
Article 463
This Book regulates the civil-law relations arising from contracts.
Article 464
A contract is an agreement on the establishment, modification, or termination of a civil juristic relationship between persons of the civil law.
An agreement on establishing a marriage, adoption, guardianship, or the like personal relationships shall be governed by the provisions of laws providing for such personal relationships; in the absence of such provisions, the provisions of this Book may be applied mutatis mutandis according to the nature of such agreements.
Article 465
A contract formed in accordance with law is protected by law.
A contract formed in accordance with law is legally binding only on the parties thereto, unless otherwise provided by law.
Article 466
Where the parties have a dispute on the understanding of a contract clause, the meaning of the disputed clause shall be determined according to the provisions in the first paragraph of Article 142 of this Code.
Where a contract is made in two or more languages which are agreed to be equally authentic, the words and sentences used in each text shall be presumed to have the same meaning. Where the words and sentences used in each text are inconsistent, interpretation thereof shall be made in accordance with the related clauses, nature, and purpose of the contract, and the principle of good faith, and the like.
Where an acceptance makes a non-material alteration to the offer, the acceptance shall be effective and the content of the contract shall be as altered by the acceptance, unless the offeror objects in time, or the offer indicates that an acceptance may not make any alteration to the content of the offer.
第四百八十九条 承诺对要约的内容作出非实质性变更的，除要约人及时表示反对或者要约表明承诺不得对要约的内容作出任何变更外，该承诺有效，合同的内容以承诺的内容为准。