中华人民共和国涉外经济合同法 LAW OF THE PEOPLES REPUBLIC OF CHINA ON ECONOMIC CONTRACTS INVOLVING FOREIGN INTEREST

sses inflicted on the other party， and shall also provide a certificate issued by the relevant agency within are atonable period of time.

　　Chapter IV The Assignment of Contracts

　　Article 26 When a party assigns， wholly or in part， its contractual rights and obligations to a third party， it must obtain the consent of the other party.

　　Article 27 In the case of a contract which， according to the laws or administrative regulations of the People's Republic of China， is to be formed with the approval of the state， the assignment of the contractual rights and obligations shall be subject to the approval of the authority which approved the contract， unless otherwise stipulated in the approved contract.

　　Chapter V The Modification， Rescission and Termination of Con- Tracts

　　Article 28 A contract may be modified if both parties agree through consultation.

　　Article 29 A party shall have the right to notify the other party that a contract is rescinded in any of the following situations：

　　（1） if the other party has breached the contract， thus adversely affecting the economic benefits they expected to receive at the time of the conclusion of the contract；

　　（2） if the other party fails to perform the contract within the time limit agreed upon in the contract， and again fails to perform it within the reasonable period of time allowed for delayed performance；

　　（3） if all the obligations under the contract cannot be performed owing to force majeure； or（4） if the contractually agreed conditions for the rescission of the contract are present.

　　Article 30 For a contract consisting of several independent parts， some may be rescinded according to the provisions of the preceding article while the other parts remain valid.

　　Article 31 A contract shall be terminated in any one of the following situations：

　　（1） if the contract has already been performed in accordance with the agreed terms；

　　（2） if an arbitration body or a court has decided that the contract shall be terminated； or

　　（3） if the parties agree through consultation to terminat

e the contract.

　　Article 32 Notices or agreements on the modification or rescission of contracts shall be made in writing.

　　Article 33 In the case of a contract which， according to the laws or Administrative regulations of the People's Republic of China， is to be established with the approval of the state， any significant modification of the contract shall be subject to the approval of the authority which approved the contract， and the rescission of the contract shall be filed with the same authority for the record.

　　Article 34 The modification， rescission or termination of a contract shall not Affect the rights of the parties to claim damages.

　　Article 35 The contractually agreed terms for the settlement of disputes shall not become invalid because of the rescission or termination of a contract.

　　Article 36 The contractually agreed terms for the settlement of accounts and liquidation of a contract shall not become invalid because of the rescission or termination of the contract.

　　Chapter VI The Settlement of Disputes

　　Article 37 If disputes over a contract develop， the parties shall， as far as possible， settle them through consultation， or through mediation by a third party. If the parties are unwilling to settle their dispute through consultation or mediation， or if consultation or mediation proves unsuccessful， they may， in accordance with the arbitration clause provided in the contract or a written arbitration agreement reached by the parties afterwards， submit the dispute to a Chinese arbitration body or any other arbitration body for arbitration.

　　Article 38 If no arbitration clause is provided in the contract， and a written arbitration agreement is not reached afterwards， the parties may bring suit in a people's court.

　　Chapter VII Supplementary Provisions

　　Article 39 The time limit for filing suit or applying for arbitration in a Dispute over a contract for the purchase and sale of goods shall be four years， counting from the day when the party was aware or ought to have been aware of its rights' being infringed upon. The time limit for filing suit or applying for arbitration in a dispute over any other contract shall be stipulated separately by law.

　　Article 40 If new legal provisions are formulated while contracts for Chinese-foreign equity joint ventures， Chinese-foreign contractual joint ventures， or Chinese-foreign cooperative exploration and development of natural resources， which have been concluded with the approval of the state， are being performed within the territory of the People's Republic of China， the performance may still be based on the terms of the contracts.

　　Article 41 This Law may apply to contracts concluded before it goes into effect if this is agreed to by the parties through consultation.

　　Article 42 The State Council shall， in accordance with this Law， formulate rules for its implementation.

　　Article 43 This Law shall go into effect on July 1， 1985

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