China

Article 91

The rights and obligations under a contract shall terminate in any of the following situations:

  • liabilities have all been met as contracted;
  • the contract is dissolved;
  • liabilities are offset against each other;
  • the debtor has deposited the targeted matter according to law;
  • the creditor grants exemption from liabilities;
  • both creditor's rights and liabilities are undertaken by one same person; or
  • other situations as provided for by law or stipulated by the parties.

Article 99

If the parties mutually owe matured liabilities, and if the varieties and quality of targeted matters of the liabilities are the same, either party may offset its liabilities against those of the other party, except for the liabilities that cannot be offset according to the provisions of laws or according to the nature of the contract.

The party that advocates an offset shall notify the other party. The notice shall become effective when it reaches the other party. No conditions or time limit may be attached to the offset.

Article 100

If the parties mutually owe liabilities and the targeted matters are different in variety and quality, they may also be offset against each other upon consensus through consultation by the parties.

Article 101

The debtor may deposit its targeted matter if it has difficulty to discharge its debts owing to any of the following situations:

  • the creditor refuses to accept the discharge without justifiable reason;
  • the whereabouts of the creditor is unknown;
  • the creditor dies without determining an heir or has lost capacity of civil conduct without determining a guardian; or
  • other situations as provided for by law.

If the targeted matter is unsuitable for deposit or the deposit is too expensive, the debtor may auction or sell it and deposit the proceeds ac [text appears to be missing in translation].

Article 102

After the targeted matter is deposited, the debtor shall promptly notify the creditor or his heir or guardian thereof, unless the whereabouts of the creditor is unknown.

Article 103

The risk of damage and loss of the targeted matter after deposit shall be borne by the creditor. Accrued interest from the targeted matter during the period of deposit shall belong to the creditor. The expenses for depositing the targeted matter shall be borne by the creditor.

Article 104

The creditor may collect the deposited targeted matter at any time. However, if the creditor owes the debtor matured liabilities, the depositary agency shall, at the debtor's request, disallow the creditor to collect the targeted matter before meeting its own liabilities or providing a guarantee.

The right of a creditor to collect the targeted matter shall vanish if the right is not exercised within five years from the date of deposit and the targeted matter deposited shall belong to the State after deduction of the deposit expenses.

Article 106

If both creditor's rights and obligations are undertaken by one same person, the rights and obligations under the contract shall terminate, except for those involving the interests of a third party.