China

Article 13

The parties shall, in making a contract, take the form of offer and acceptance.

Article 15

An invitation for offer is an intent indication showing the desire to receive offers from others. Mailed or delivered price catalogues, auction announcements, invitations for bid, capital-raising prospectus and commercial advertisements are such invitations for offer. A commercial advertisement shall, if its content conforms to the provisions regarding offers, be deemed an offer.

Article 16

An offer becomes effective when it reaches the offeree.

If a contract is made in the form of text in electronic data and the receiver has designated a special receiving system to receive such data text, the time at which the text in electronic data enters the designated special system shall be the time of arrival; if no special receiving system is designated, the time at which the text in electronic data first enters any of the receiver's systems shall be the time of arrival.

Article 17

An offer may be withdrawn. The withdrawal notice of an offer shall reach the offeree before or at the same time as the arrival of the offer at the offeree.

Article 18

An offer may be revoked. The revocation notice of an offer shall reach the offeree before the dispatch of an acceptance notice by the offeree.

Article 19

An offer may not be revoked under any of the following conditions:

  • the offeror has specified a time limit for the acceptance, or has explicitly indicated in any other manner the irrevocability of the offer;
  • there are grounds for the offeree to maintain the irrevocability of the offer and the offeree has made preparations for the fulfillment of the contract.

Article 20

An offer loses its effect under any of the following conditions:

  • a rejection notice of the offer has reached the offeror;
  • the offeror has revoked the offer pursuant to law;
  • when the fixed time limit for acceptance expires, the offeree undertakes no
  • acceptance; or
  • the offeree makes a substantial change of the content of the offer.

Article 21

An acceptance is an assent indication of the offeree to an offer.

Article 22

An acceptance shall be made in form of a notice, unless, in light of trade practices or as indicated by the offer, the offeree may indicate the assent by performing an act.

Article 23

An acceptance shall reach the offeror within the time limit fixed by the offer.

If no time limit is fixed by the offer, the acceptance shall reach the offeror in accordance with the following provisions:

  • if an offer is made orally, acceptance shall be made promptly unless the parties stipulate otherwise; and
  • if an offer is not made orally, the acceptance shall reach the offeror within a reasonable period of time.

    • Article 24

    If an offer is made through a letter or a telegram, the time limit for acceptance commences on the date shown on the letter or on the date the telegram is handed in for dispatch or, if no such date is shown on the letter, from the date shown by the postmark of the letter. If an offer is made by means of instantaneous communications such as telephone or facsimile, the time limit for acceptance commences at the moment that the offer reaches the offeree.

    Article 25

    A contract is executed at the time when the acceptance becomes effective.

    Article 26

    The acceptance becomes effective when the acceptance notice reaches the offeror. If an acceptance needs no notice, it becomes effective when an act of acceptance is performed in light of trade practices or as indicated by the offer.

    Where a contract is made in the form of text in electronic data, the provisions of Paragraph 2, Article 16 of this Law shall be applicable to the time of arrival of the acceptance.

    Article 27

    An acceptance may be withdrawn. The withdrawal notice of the acceptance shall reach the offeror before or at the same time as the acceptance notice reaches the offeror.

    Article 28

    If the offeree makes an acceptance beyond the time limit for acceptance, it shall constitute a new offer unless the offeror notifys the offeree in time that the acceptance is effective.

    Article 29

    If an offeree makes within the time limit for acceptance an acceptance that could reach the offeror in time under normal conditions but happens to reach the offeror beyond the limit due to other reasons, the acceptance shall be effective notwithstanding unless the offeror notifys the offeree in time that the acceptance is denied due to its delayed arrival.

    Article 30

    The content of an acceptance shall be consistent with the content of the offer. If the offeree proposes any substantial change to the content of the offer, it shall constitute a new offer. Changes related to the targeted matter, quality, quantity, price or remuneration, duration of fulfillment, place and mode of fulfillment, liability for breach of contract and method of dispute settlement in a contract are substantial changes to the content of an offer.

    Article 31

    If an acceptance makes non-substantial changes to the content of the offer, the acceptance shall be effective notwithstanding and the content of the contract shall thus be based on the content of the acceptance, unless the offeror indicates in time its objection thereto, or as indicated in the offer, the acceptance may not make any change to the content of the offer.

    Article 34

    The place where the acceptance becomes effective shall be the place where the contract is executed.

    Where a contract is made in the form of text in electronic act; data, the receiver's major place of business is the place of execution of the contrin the absence of a major place of business, the receiver's habitual residence is the place of execution of the contract. Where the parties stipulate otherwise, such stipulations shall govern.