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(Adopted and Promulgated by the Second Session of the Ninth National People's
Article 91 Conditions for Discharge
The rights and obligations under a contract are discharged in any of the following
circumstances:
(i) The obligations were performed in accordance with
the contract;
(ii) The contract was terminated;
(iii) The obligations were set off against each other;
(iv) The obligor placed the subject matter in escrow in accordance
with the law;
(v) The obligee released the obligor from performance;
(vi) Both the obligee's rights and obligor's obligations
were assumed by one party;
(vii) Any other discharging circumstance provided by law or prescribed
by the parties occurred.
Article 92 Post-discharge Obligations
Upon discharge of the rights and obligations under a contract, the parties shall
abide by the principle of good faith and perform obligations such as notification,
assistance and confidentiality, etc. in accordance with the relevant usage.
Article 93 Termination by Agreement; Termination
Right
The parties may terminate a contract if they have so agreed.
The parties may prescribe a condition under which one party is entitled to terminate
the contract. Upon satisfaction of the condition for termination of the contract,
the party with the termination right may terminate the contract.
Article 94 Legally Prescribed Conditions Giving
Rise to Termination Right
The parties may terminate a contract if:
(i) force majeure frustrated the purpose of the contract;
(ii) before the time of performance, the other party expressly
stated or indicated by its conduct that it will not perform its main obligations;
(iii) the other party delayed performance of its main obligations,
and failed to perform within a reasonable time after receiving demand for performance;
(iv) the other party delayed performance or otherwise breached
the contract, thereby frustrating the purpose of the contract;
(v) any other circumstance provided by law occurred.
Article 95 Time Limit for Termination; Extinguishment
of Termination Right
Where the law or the parties prescribe a period for exercising termination right,
failure by a party to exercise it at the end of the period shall extinguish
such right.
Where neither the law nor the parties prescribe a period for exercising termination
right, failure by a party to exercise it within a reasonable time after receiving
demand from the other party shall extinguish such right.
Article 96 Termination by Notification; Termination
Subject to Approval
The party availing itself of termination of a contract in accordance with Paragraph
2 of Article 93 and Article 94 hereof shall notify the other party. The contract
is terminated when the notice reaches the other party. If the other party objects
to the termination, the terminating party may petition the People's Court or
an arbitration institution to affirm the validity of the termination.
Where termination of a contract is subject to any procedure such as approval
or registration, etc. as required by a relevant law or administrative regulation,
such provision applies.
Article 97 Remedies in Case of Termination
Upon termination of a contract, a performance which has not been rendered is
discharged; if a performance has been rendered, a party may, in light of the
degree of performance and the nature of the contract, require the other party
to restore the subject matter to its original condition or otherwise remedy
the situation, and is entitled to claim damages.
Article 98 Settlement and Winding-up Provisions
Not Affected by Discharge
Discharge of contractual rights and obligations does not affect the validity
of contract provisions concerning settlement of account and winding-up.
Article 99 Set-off; Set-off Not Subject to Condition
Where each party owes performance to the other party that is due, and the subject
matters of the obligations are identical in type and quality, either party may
set off its obligation against the obligation of the other party, except where
set-off is prohibited by law or in light of the nature of the contract.
The party availing itself of set-off shall notify the other party. The notice
becomes effective when it reaches the other party. Set-off may not be subject
to any condition or time limit.
Article 100 Set-off Involving Non-identical Subject
Matters
Where each party owes performance to the other party that is due, and the subject
matters of the obligations are not identical in type and quality, the parties
may effect set-off by mutual agreement.
Article 101 Conditions Giving Rise to Right to Place
Subject Matter in Escrow
Where any of the following circumstances makes it difficult to render performance,
the obligor may place the subject matter in escrow:
(i) The obligee refuses to take delivery of the subject
matter without cause;
(ii) The obligee cannot be located;
(iii) The obligee is deceased or incapacitated, and his heir or
guardian is not determined;
(iv) Any other circumstance provided by law occurs.
Where the subject matter is not fit for escrow, or the escrow expenses will
be excessive, the obligor may auction or liquidate the subject matter and place
the proceeds in escrow.
Article 102 Duty to Notify in Case of Escrow
After placing the subject matter in escrow, the obligor shall timely notify
the obligee or his heir or guardian, except where the obligee cannot be located.
Article 103 Risk of Loss; Fruits of Subject Matter
Accrued during Escrow
Once the subject matter is in escrow, the risk of its damage or loss is borne
by the obligee. The fruits of the subject matter accrued during escrow belong
to the obligee. Escrow expenses shall be borne by the obligee.
Article 104 Taking Delivery of Subject Matter in Escrow
Conditional upon Performance; Time Limit
The obligee may take delivery of the subject matter in escrow at any time, provided
that if the obligee owes performance toward the obligor that is due, prior to
the obligee's performance or provision of assurance, the escrow agent shall
reject the obligee's attempt to take delivery of the subject matter in escrow
as required by the obligor.
The right of the obligee to take delivery of the subject matter in escrow is
extinguished if not exercised within five years, commencing on the date when
the subject matter was placed in escrow. After deduction of escrow expenses,
the subject matter in escrow shall be turned over to the state.
Article 105 Release
Where the obligee released the obligor from performance in part or in whole,
the rights and obligations under the contract are discharged in part or in whole.
Article 106 Merger of Rights and Obligations
If the same party assumed all the rights and obligations under a contract, the
rights and obligations thereunder are discharged, except where the contract
involves the interests of a third person.
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