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Policy Watch: A Milestone in Legal Development: China Promulgates a Civil Code

preliminary contract system from sales and purchase d. 淇?????
contracts to all contracts, by providing that a subscrip-
tion, purchase order, reservation, etc., under which the ??????????藉?锛????淇????ぇ?ㄥ??℃?澶?
parties agree to enter into a contract within a certain ???浠?????璇????????舵部?ㄣ???淇????????
time in the future shall constitute a preliminary con- 姘???搞??????淇??????充????璇?????℃?骞?
tract. If a party fails to perform its obligations to con- ?ュ??????
tract as agreed in the preliminary contract, the other
party may claim liability of such party for breach of a ???淇?????瀹??浜?汉瀵逛?璇??寮?病??害瀹????
preliminary contract. 绾??涓??纭??锛???ц?甯?矗浠讳?璇?????璇?矗浠?
25????????娉??????ㄩ?瑕??璇ュ????瑙??锛?
c. Standard Clause System 瑙??娌℃?绾??????害瀹????‘??????涓????璇?
?挎?璐ｄ换26锛??淇??浜轰?瀵瑰?浠介??挎?璐ｄ换锛??
The Civil Code extends the applicable scope of obliga- ?挎?杩?甫璐ｄ换??矗浠讳唤棰?病??害瀹??锛?钩???
tions of reminder and explanation for those who em- ?????甯??璇?矗浠荤?淇??浜烘病???璇??杈╂?锛??
ploy standard clauses. A party using standard clauses ?哄?浜烘病??饱琛??哄?????典?锛??烘?浜哄氨??互瑕?
shall, in addition to the obligation of reminder of 姹??璇?汉?挎?淇??璐ｄ换锛????????㈣捣璇????徊
clauses regarding relief or restriction of liabilities, has 瑁?????璇蜂徊瑁???????璇?汉?挎?涓????璇?矗
the obligation of reminder and explanation on all the 浠伙????瑕???哄?浜轰??藉饱琛??哄?????典?锛??
clauses related to the material interests of the other ?挎?淇??璐ｄ换???濡??淇??浜烘???????璇?矗浠?
party. What is a clause related to material interests? The ?讹??哄?浜轰?灞ヨ??哄?锛??烘?浜轰??藉???????
Civil Code, Article 470 provides general clauses that 甯??璇?矗浠讳??风??ュ?淇??浜鸿?姹?????璇?矗
shall be included in a contract. Generally, the clauses 浠伙????椤诲?????㈣捣璇????徊瑁?涵?宠?浠茶?锛?
listed in this Article are related to the parties?? material 娉???ゅ?????徊瑁???冲?锛??烘?浜哄?娉???宠???
interests, including object, quantity, quality, price or 琛???哄?浜轰?涓??灞ヨ??哄??讹??烘?浜烘????瑕?
payment, term, location and method of performance, 姹??璇?汉?挎?璐ｄ换???烘?浜虹??ヨ?姹??璇?汉?挎?
liability for breach of contract and dispute settlement. 璐ｄ换???淇??浜哄?浠ュ?璇??杈╂?杩????京锛??缁?
There are also certain laws that provide clauses related ?挎?璐ｄ换??
to material interests. For example, in a consumer con-
tract, a business operator shall remind the consumer, 涓????璇?汉?ㄤ富???绾?悍???娉??瀹″?????徊
in an obvious way, to pay attention to the quantity, 瑁??骞跺氨?哄?浜鸿储浜т?娉?己?舵?琛??涓??灞ヨ???
quality, price, cost, term and method of performance, ?″????????挎?淇??璐ｄ换锛????????绉??澶?
safety precaution, risk warning, after-sale services, civil ??舰27???????????淇?????姣?????娉????
responsibility etc. of products or services24. 澧??浜??绉??澶??褰???冲?烘?浜烘?璇??璇???哄?
浜虹?璐?骇涓?冻浠ュ饱琛???ㄥ?哄?????抚澶卞饱琛??哄?
If the party providing standard clauses fails to perform ?藉?28???浜??杩扮??癸???楂??????????楂?汉
its obligation of reminder and explanation, the other 姘???㈠?浜????<涓??浜烘??卞??芥?娉??>?????
party, instead of removing such clauses in accordance 淇??搴??瑙ｉ????涓?姝ョ???????璇??????蜂?
with the previous Contract Law, has the right to claim ??????濡???ら??虹????娉???????????涓?
that such standard clauses shall not constitute a part of ?＄?浜??瑙?????绉??褰??涓?锛?????????烘?
the contract. 浜虹?璇峰?涓????璇?汉??储浜ц?琛???ㄣ??????璇?
涓???烘?浜轰??戒?璧疯?淇??浜猴?蹇?』灏??璇?汉??
d. Guarantee Contract ?哄?浜哄?涓哄??????????锛???㈠?椹冲??烘?浜?
??捣璇???29
After the implementation of the Law of Property Rights,
most provisions in the Guarantee Law are void, leaving 25 ???淇??????????
only the ??uarantee?? part that is still applicable to the 26 ???娉??????????????
Guarantee Law. The Civil Code incorporates the pro- 27 ???淇??????????
28 ???娉???????????涓??
24 Law on Protection of Rights and Interests of Consumer, Article 29 ???楂?汉姘???㈠?浜????<涓??浜烘??卞??芥?娉??>??
26 (1) ?虫?淇??搴??瑙ｉ????浜?????

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