PART FOUR:PERFORMANCE OF CONTRACTS 第四章合同的履行 Article 60:The parties shall fully perform their obligations as agreed. 第六十条当事人应当按照约定全面履行自己的义务。 The parties shall perform such obligations as giving notice,providing assistance and maintaining confidentiality,etc.in accordance with the nature and the objective of the contract,and usage of trade,while adhering to the principle of good faith 当事人应当遵循诚实信用原则，根据合同的性质、日的和交易习惯履行通知、协助、保密 等义务 Article 61:After a contract enters into effect the parties may agree to supplement such particulars as quality,price or remuneration,place of performance,etc.which were not stipulated or were not explicitly stipulated in the original contract.If no supplementary agreement can be reached,the particulars shall be determined in accordance with the relevant clauses of the contract or usage of trade. 第六十一条合同生效后，当事人就质量、价款或者报酬、履行地点等内容没有约定或者约 定不明确的，可以协议补充；不能达成补充协议的，按照合同有矢条款或者交易习惯确 定。 Article 62:If relevant particulars stipulated by the parties in their contract are not explicit and not determinable pursuant to Article 61 of this Law,the following provisions apply: 第六十二条当事人就有关合同内容约定不明确·依照本法第六十一条的规定仍不能确定 的，适用下列规定： (1)If the contract is not explicit as to the quality requirements,performance shall be in accordance with State or industry standards.If there are no State or industry standards, performance shall be in accordance with customary standards or such specific standards as are consistent with the objective of the contract. (一)质量要求不明确的·按照国家标准、行业标准履行；没有国家标准、行业标准的， 按照通常标准或者符合合同目的的特定标准履行。 (2)If the contract is not explicit as to the price or remuneration,performance shall be in accordance with the market price prevailing in the place of performance at the time the contract was concluded.If the law requires that government set prices or government guideline prices be used,performance shall be in accordance with such requirements. 16
16 PART FOUR: PERFORMANCE OF CONTRACTS 第四章合同的履行 Article 60: The parties shall fully perform their obligations as agreed. 第六十条当事人应当按照约定全面履行自己的义务。 The parties shall perform such obligations as giving notice, providing assistance and maintaining confidentiality, etc. in accordance with the nature and the objective of the contract, and usage of trade, while adhering to the principle of good faith. 当事人应当遵循诚实信用原则,根据合同的性质、目的和交易习惯履行通知、协助、保密 等义务。 Article 61: After a contract enters into effect the parties may agree to supplement such particulars as quality, price or remuneration, place of performance, etc. which were not stipulated or were not explicitly stipulated in the original contract. If no supplementary agreement can be reached, the particulars shall be determined in accordance with the relevant clauses of the contract or usage of trade. 第六十一条合同生效后，当事人就质量、价款或者报酬、履行地点等内容没有约定或者约 定不明确的，可以协议补充；不能达成补充协议的，按照合同有关条款或者交易习惯确 定。 Article 62: If relevant particulars stipulated by the parties in their contract are not explicit and not determinable pursuant to Article 61 of this Law, the following provisions apply: 第六十二条当事人就有关合同内容约定不明确，依照本法第六十一条的规定仍不能确定 的，适用下列规定： (1) If the contract is not explicit as to the quality requirements, performance shall be in accordance with State or industry standards. If there are no State or industry standards, performance shall be in accordance with customary standards or such specific standards as are consistent with the objective of the contract. （一）质量要求不明确的，按照国家标准、行业标准履行；没有国家标准、行业标准的， 按照通常标准或者符合合同目的的特定标准履行。 (2) If the contract is not explicit as to the price or remuneration, performance shall be in accordance with the market price prevailing in the place of performance at the time the contract was concluded. If the law requires that government set prices or government guideline prices be used, performance shall be in accordance with such requirements
(二)价款或者报酬不明确的，按照订立合同时履行地的市场价格履行；依法应当执行政 府定价或者政府指导价的，按照规定履行。 (3)If the contract is not explicit as to the place of performance,and the object of the prestation is money,performance shall occur at the place where the party receiving the money is located.If immovable property is to be delivered,performance shall occur at the place where the immovable property is located.For other subject matters,performance shall occur at the place where the party performing the obligation is located. (三)履行地点不明确，给付货币的，在接受货币一方所在地履行；交付不动产的，在不 动产所在地履行；其他标的，在履行义务一方所在地履行。 (4)If the contract is not explicit as to the time limit for performance,performance may be carried out by the obligor at any time;the obligee may also demand performance at any time,provided, however,that he accords the other party the necessary preparation time. (四)履行期限不明确的，债务人可以随时履行，债权人也可以随时要求履行，但应当给 对方必要的准备时间。 (5)If the contract is not explicit as to the method of performance,performance shall be made by a method conducive to the achievement of the objective of the contract. (五)履行方式不明确的，按照有利于实现合同目的的方式履行。 (6)If the contract is not explicit as to which party shall bear the costs of performance,they shall be borne by the party performing the obligation (六)履行费用的负担不明确的，由履行义务一方负担。 Article 63:If a government fixed price or a government guideline price is used,and such price is adjusted during the time limit for delivery stipulated in the contract,the price shall be calculated in accordance with the price prevailing at the time of delivery.If the subject matter is not delivered within the time limit and the price rises,the original price shall be used;if the price drops,the new price shall be used.If delivery is not taken or payment not made within the time limit and the price rises,the new price shall be used;if the price drops,the original price shall be used 第六十三条执行政府定价或者政府指导价的，在合同约定的交付期限内政府价格调整时， 按照交付时的价格计价。逾期交付标的物的·遇价格上涨时，按照原价格执行；价格下降 时，按照新价格执行。逾期提取标的物或者逾期付款的，遇价格上涨时，按照新价格执 行；价格下降时，按照原价格执行。 17
17 （二）价款或者报酬不明确的，按照订立合同时履行地的市场价格履行；依法应当执行政 府定价或者政府指导价的，按照规定履行。 (3) If the contract is not explicit as to the place of performance, and the object of the prestation is money, performance shall occur at the place where the party receiving the money is located. If immovable property is to be delivered, performance shall occur at the place where the immovable property is located. For other subject matters, performance shall occur at the place where the party performing the obligation is located. （三）履行地点不明确，给付货币的，在接受货币一方所在地履行；交付不动产的，在不 动产所在地履行；其他标的，在履行义务一方所在地履行。 (4) If the contract is not explicit as to the time limit for performance, performance may be carried out by the obligor at any time; the obligee may also demand performance at any time, provided, however, that he accords the other party the necessary preparation time. （四）履行期限不明确的，债务人可以随时履行，债权人也可以随时要求履行，但应当给 对方必要的准备时间。 (5) If the contract is not explicit as to the method of performance, performance shall be made by a method conducive to the achievement of the objective of the contract. （五）履行方式不明确的，按照有利于实现合同目的的方式履行。 (6) If the contract is not explicit as to which party shall bear the costs of performance, they shall be borne by the party performing the obligation. （六）履行费用的负担不明确的，由履行义务一方负担。 Article 63: If a government fixed price or a government guideline price is used, and such price is adjusted during the time limit for delivery stipulated in the contract, the price shall be calculated in accordance with the price prevailing at the time of delivery. If the subject matter is not delivered within the time limit and the price rises, the original price shall be used; if the price drops, the new price shall be used. If delivery is not taken or payment not made within the time limit and the price rises, the new price shall be used; if the price drops, the original price shall be used. 第六十三条执行政府定价或者政府指导价的，在合同约定的交付期限内政府价格调整时， 按照交付时的价格计价。逾期交付标的物的，遇价格上涨时，按照原价格执行；价格下降 时，按照新价格执行。逾期提取标的物或者逾期付款的，遇价格上涨时，按照新价格执 行；价格下降时，按照原价格执行
Article 64:If the parties have agreed that the obligor's obligation shall be performed for the benefit of a third party and the obligor fails to do so or performs the obligation in a way other than agreed upon,the obligor is liable to the obligee for breach of contract. 第六十四条当事人约定由债务人向第三人履行债务的，债务人未向第三人履行债务或者履 行债务不符合约定，应当向债权人承担违约责任· Article 65:If the parties have agreed that the obligation towards the obligee shall be performed by a third party and the third party fails to do so or performs the obligation in a way other than agreed upon,the obligor is liable to the obligee for breach of contract. 第六十五条当事人约定由第三人向债权人履行债务的，第三人不履行债务或者履行债务不 符合约定，债务人应当向债权人承担违约责任。 Article 66:If each party has an obligation towards the other and no sequence for the performance of those obligations was agreed upon,the obligations shall be performed concurrently.A party may refuse the other party's demand for performance,if the other party has not yet performed his obligation.If a party performs his obligation in a way other than agreed upon,the other party has the right to refuse his demand for corresponding performance 第六十六条当事人互负债务，没有先后履行顺序的，应当同时履行。一方在对方履行之前 有权拒绝其履行要求。一方在对方履行债务不符合约定时，有权拒绝其相应的履行要求。 Article 67:If each party has an obligation towards the other and a sequence for the performance of those obligations was agreed upon but the party which was to perform his obligation first fails to do so,the other party has the right to refuse his demand for performance.If the party which was to perform his obligation first performs his obligation in a way other than agreed upon,the party which was to perform his obligation last has the right to refuse his demand for corresponding performance. 第六十七条当事人互负债务，有先后履行顺序，先履行一方未履行的，后履行一方有权拒 绝其履行要求。先履行一方履行债务不符合约定的，后履行一方有权拒绝其相应的履行要 求 Article 68:The party which is to perform his obligation first may suspend performance if he has conclusive evidence that: 第六十八条应当先履行债务的当事人，有确切证据证明对方有下列情形之一的，可以中止 履行： (1)the other party's business circumstances have significantly deteriorated; (一)经营状况严重恶化； 18
18 Article 64: If the parties have agreed that the obligor’s obligation shall be performed for the benefit of a third party and the obligor fails to do so or performs the obligation in a way other than agreed upon, the obligor is liable to the obligee for breach of contract. 第六十四条当事人约定由债务人向第三人履行债务的，债务人未向第三人履行债务或者履 行债务不符合约定，应当向债权人承担违约责任。 Article 65: If the parties have agreed that the obligation towards the obligee shall be performed by a third party and the third party fails to do so or performs the obligation in a way other than agreed upon, the obligor is liable to the obligee for breach of contract. 第六十五条当事人约定由第三人向债权人履行债务的，第三人不履行债务或者履行债务不 符合约定，债务人应当向债权人承担违约责任。 Article 66: If each party has an obligation towards the other and no sequence for the performance of those obligations was agreed upon, the obligations shall be performed concurrently. A party may refuse the other party’s demand for performance, if the other party has not yet performed his obligation. If a party performs his obligation in a way other than agreed upon, the other party has the right to refuse his demand for corresponding performance. 第六十六条当事人互负债务，没有先后履行顺序的，应当同时履行。一方在对方履行之前 有权拒绝其履行要求。一方在对方履行债务不符合约定时，有权拒绝其相应的履行要求。 Article 67: If each party has an obligation towards the other and a sequence for the performance of those obligations was agreed upon but the party which was to perform his obligation first fails to do so, the other party has the right to refuse his demand for performance. If the party which was to perform his obligation first performs his obligation in a way other than agreed upon, the party which was to perform his obligation last has the right to refuse his demand for corresponding performance. 第六十七条当事人互负债务，有先后履行顺序，先履行一方未履行的，后履行一方有权拒 绝其履行要求。先履行一方履行债务不符合约定的，后履行一方有权拒绝其相应的履行要 求。 Article 68: The party which is to perform his obligation first may suspend performance if he has conclusive evidence that: 第六十八条应当先履行债务的当事人，有确切证据证明对方有下列情形之一的，可以中止 履行： (1) the other party’s business circumstances have significantly deteriorated; （一）经营状况严重恶化；
(2)the other party has transferred assets and/or surreptitiously withdrawn funds in order to evade his obligation; (二)转移财产、抽逃资金，以逃避债务； (3)the other party has lost his goodwill;or (三)丧失商业信誉； (4)there are other circumstances which have led or may lead to the other party's losing his ability to perform his obligation. (四)有丧失或者可能丧失履行债务能力的其他情形。 If a party suspends performance without conclusive evidence of the above,he is liable for breach of contract. 当事人没有确切证据中止履行的，应当承担违约责任· Article 69:If a party suspends performance in accordance with the provisions of Article 68 of this Law,he shall notify the other party thereof in a timely manner.If the other party provides adequate security,performance shall be resumed.After suspension of performance,the party which has suspended performance may terminate the contract if the other party does not recover his ability to perform his obligation and fails to provide adequate security within a reasonable period of time. 第六十九条当事人依照本法第六十八条的规定中止履行的，应当及时通知对方。对方提供 适当担保时，应当恢复履行。中止履行后，对方在合理期限内未恢复履行能力并且未提供 适当担保的，中止履行的一方可以解除合同。 Article 70:If the obligee fails to notify the obligor of his division,merger or change of domicile, thus causing the latter difficulties in performing his obligation,the obligor may suspend performance or lodge the subject matter. 第七十条债权人分立、合并或者变更住所没有通知债务人，致使履行债务发生困难的·债 务人可以中止履行或者将标的物提存。 Article 71:The obligee may refuse early performance by the obligor of his obligation,unless such early performance does not prejudice the interests of the obligee 第七十一条债权人可以拒绝债务人提前履行债务，但提前履行不损害债权人利益的除外。 19
19 (2) the other party has transferred assets and/or surreptitiously withdrawn funds in order to evade his obligation; （二）转移财产、抽逃资金，以逃避债务； (3) the other party has lost his goodwill; or （三）丧失商业信誉； (4) there are other circumstances which have led or may lead to the other party’s losing his ability to perform his obligation. （四）有丧失或者可能丧失履行债务能力的其他情形。 If a party suspends performance without conclusive evidence of the above, he is liable for breach of contract. 当事人没有确切证据中止履行的，应当承担违约责任。 Article 69: If a party suspends performance in accordance with the provisions of Article 68 of this Law, he shall notify the other party thereof in a timely manner. If the other party provides adequate security, performance shall be resumed. After suspension of performance, the party which has suspended performance may terminate the contract if the other party does not recover his ability to perform his obligation and fails to provide adequate security within a reasonable period of time. 第六十九条当事人依照本法第六十八条的规定中止履行的，应当及时通知对方。对方提供 适当担保时，应当恢复履行。中止履行后，对方在合理期限内未恢复履行能力并且未提供 适当担保的，中止履行的一方可以解除合同。 Article 70: If the obligee fails to notify the obligor of his division, merger or change of domicile, thus causing the latter difficulties in performing his obligation, the obligor may suspend performance or lodge the subject matter. 第七十条债权人分立、合并或者变更住所没有通知债务人，致使履行债务发生困难的，债 务人可以中止履行或者将标的物提存。 Article 71: The obligee may refuse early performance by the obligor of his obligation, unless such early performance does not prejudice the interests of the obligee. 第七十一条债权人可以拒绝债务人提前履行债务，但提前履行不损害债权人利益的除外
Additional costs incurred by the obligee as a result of the obligor's early performance of his obligation shall be borne by the obligor. 债务人提前履行债务给债权人增加的费用，由债务人负担。 Article 72:The obligee may refuse partial performance by the obligor of his obligation,unless such partial performance does not prejudice the interests of the obligee 第七十二条债权人可以拒绝债务人部分履行债务，但部分履行不损害债权人利益的除外· Additional costs incurred by the obligee as a result of the obligor's partial performance of his obligation shall be borne by the obligor. 债务人部分履行债务给债权人增加的费用，由债务人负担。 Article 73:If the obligor neglects to exercise his own matured claim,thereby causing injury to the obligee,the obligee may petition a people's court to be subrogated in his own name to the claim of the obligor,unless such claim is personal to the obligor 第七十三条因债务人怠于行使其到期债权，对债权人造成损害的，债权人可以向人民法院 请求以自己的名义代位行使债务人的债权，但该债权专属于债务人自身的除外。 The scope of exercise of the right of subrogation shall be limited to the scope of the claim of the obligee.The necessary costs incurred by the obligee in exercising his right of subrogation shall be borne by the obligor. 代位权的行使范围以债权人的债权为限·债权人行使代位权的必要费用，由债务人负担。 Article 74:If the obligor waives his own matured claim or assigns property without consideration and thereby causes injury to the obligee,the obligee may petition a people's court to annul such act of the obligor.If the obligor assigns property at a price which obviously is unreasonably low,thereby causing injury to the obligee,and the assignee is aware of such circumstances,the obligee may also petition a people's court to annul such act of the obligor. 第七十四条因债务人放弃其到期债权或者无偿转让财产，对债权人造成损害的，债权人可 以请求人民法院撒销债务人的行为。债务人以明显不合理的低价转让财产，对债权人造成 损害，并且受让人知道该情形的，债权人也可以请求人民法院撤销债务人的行为· The scope of the exercise of the right of annulment is limited to the scope of the claim of the obligee.The necessary costs incurred by the obligee in exercising his right of annulment shall be borne by the obligor. 撤销权的行使范围以债权人的债权为限。债权人行使撤销权的必要费用，由债务人负担。 20
20 Additional costs incurred by the obligee as a result of the obligor’s early performance of his obligation shall be borne by the obligor. 债务人提前履行债务给债权人增加的费用，由债务人负担。 Article 72: The obligee may refuse partial performance by the obligor of his obligation, unless such partial performance does not prejudice the interests of the obligee. 第七十二条债权人可以拒绝债务人部分履行债务，但部分履行不损害债权人利益的除外。 Additional costs incurred by the obligee as a result of the obligor’s partial performance of his obligation shall be borne by the obligor. 债务人部分履行债务给债权人增加的费用，由债务人负担。 Article 73: If the obligor neglects to exercise his own matured claim, thereby causing injury to the obligee, the obligee may petition a people’s court to be subrogated in his own name to the claim of the obligor, unless such claim is personal to the obligor. 第七十三条因债务人怠于行使其到期债权，对债权人造成损害的，债权人可以向人民法院 请求以自己的名义代位行使债务人的债权，但该债权专属于债务人自身的除外。 The scope of exercise of the right of subrogation shall be limited to the scope of the claim of the obligee. The necessary costs incurred by the obligee in exercising his right of subrogation shall be borne by the obligor. 代位权的行使范围以债权人的债权为限。债权人行使代位权的必要费用，由债务人负担。 Article 74: If the obligor waives his own matured claim or assigns property without consideration and thereby causes injury to the obligee, the obligee may petition a people’s court to annul such act of the obligor. If the obligor assigns property at a price which obviously is unreasonably low, thereby causing injury to the obligee, and the assignee is aware of such circumstances, the obligee may also petition a people’s court to annul such act of the obligor. 第七十四条因债务人放弃其到期债权或者无偿转让财产，对债权人造成损害的，债权人可 以请求人民法院撤销债务人的行为。债务人以明显不合理的低价转让财产，对债权人造成 损害，并且受让人知道该情形的，债权人也可以请求人民法院撤销债务人的行为。 The scope of the exercise of the right of annulment is limited to the scope of the claim of the obligee. The necessary costs incurred by the obligee in exercising his right of annulment shall be borne by the obligor. 撤销权的行使范围以债权人的债权为限。债权人行使撤销权的必要费用，由债务人负担