China

Article 12

The content of a contract is determined by the parties and generally includes the following clauses:

• designations or names and addresses of the parties;
• the targeted matter;
• quantity;
• quality;
• price or remuneration;
• time, place and mode of fulfillment;
• liability for breach of contract, and
• dispute settlement.

The parties may make contracts with reference to various model contract forms.

Article 39 see also Mandatory Obligations Validity

If standard clauses are used in making a contract, the party that provides the standard clauses shall determine the rights and obligations between the parties in accordance with the principle of fairness, and shall call in a reasonable manner the other party's attention to the exemptible and restrictive clauses regarding its liability, and give explanations of such clauses at the request of the other party.

"Standard clauses" means the clauses that are formulated in anticipation by a party for the purpose of repeated usage and that are not a result of consultation with the other party in the making of the contract.

Article 40 see also Remedies Validity

Standard clauses shall become invalid if they fall under any of the circumstances set forth in Articles 52 and 53 of this Law or if the party that provides the standard clauses exempts itself from the liability, imposes heavier liability on the other party, or precludes the other party from its main rights.

Article 53 : see Validity - Unfair terms]

Article 52 see also Validity

A contract is invalid under any of the following circumstances:

• either party enters into the contract by means of fraud or coercion and impairs the State's interests;
• there is malicious conspiracy causing damage to the interest of the State, of the collective or of a third party;
• there is an attempt to conceal illegal goals under the disguise of legitimate forms;
• harm is done to social and public interests; or
• mandatory provisions of laws and administrative regulations are violated.