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合同法英文版（五）
Article 310 When claiming the goods, a consignee shall inspect the goods within the agreed time limit in the contract. Where there is no agreement in the contract on the
time limit or such agreement is unclear, nor can it be determined according to Article 61 of this Law, the consignee shall inspect the goods within a reasonable time limit.
The failure of the consignee to make any claims on the amount, damage or losses of the goods within the agreed time limit or within a reasonable time limit, shall be deemed
as the preliminary evidence that the carrier has delivered the goods in conformity with the statements indicated on the carriage documents.
Article 311 A carrier shall be liable for damages for the damage to or destruction of goods during the period of carriage unless the carrier proves that the damage to or
destruction of goods is caused by force majeure, by inherent natural charactes of the goods, by reasonable loss, or by the fault on the part of the shipper or consignee.
Article 312 The amount of damages for the damage to or destruction of the goods shall be the amount as agreed on in the contract by the parties where there is such an
agreement. Where there is no such an agreement or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of this Law, the market price
at the place where the goods are delivered at the time of delivery or at the time when the goods should be delivered shall be applied. Where the laws or administrative
regulations stipulate otherwise on the method of calculation of damages and on the ceiling of the amount of damages, those provisions shall be followed.
Article 313 Where more than one carriers take a connect carriage in the same manner of transportation, the carrier who concludes the contract with the shipper shall bear the
liability for the entire transport. Where loss of goods occurred in a specific section, the carrier who concludes the contract with the shipper and the carrier who is
responsible for the specific section shall bear joint and several liability.
Article 314 Where the goods are destroyed due to force majeure during the period of carriage and the freight has not been collected, the carrier may not request the payment
of the freight. Where the freight has been collected, the shipper may request the refund of the freight.
Article 315 Where the shipper or the consignee fails to pay the freight, storage expense and other carriage expenses, the carrier is entitled to lien on the relevant carried
goods except as otherwise agreed upon in the contract.
Article 316 Where the consignee is unclear or the consignee refuses to claim the goods without justified reasons, the carrier may have the goods deposited according to the
provisions of Article 101 of this law.
SECTION 4 CONTRACTS FOR MULTI-MODAL TRANSPORTATION
Article 317 A multi-modal transportation business operator shall be responsible for the performance or the organizing of performance of the multi-modal transportation
contract, enjoy the rights and assume the obligations of the carrier for the entire transport.
Article 318 A multi-modal transportation business operator may enter into agreements with the carriers participating in the multi-modal transportation in different sections
of the transport on their respective responsibilities for different sections under the multi-modal transportation contract.
Article 319 A multi-modal transportation business operator shall issue multi-modal transportation documents upon receiving the goods from the shipper. The multi-modal
transportation documents may be negotiable or non-negotiable, as requested by the shipper.
Article 320 Where a multi-modal transportation business operator suffers losses due to the fault of the shipper when shipping the goods, the shipper shall bear the liability
for damages even if the shipper has transferred the multi-modal transportation documents to other parties.
Article 321 Where the damage to, destruction or loss of goods occurres in a specific section of the multi-modal transportation, the liability of the multi-modal
transportation business operator for damages and the limit thereof shall be governed by the relevant laws on the specific model of transportation used in the specific
section. Where the section of transportation in which the damage or destruction or loss occurred can not be identified, the liability for damages shall be governed by the
provisions of this Chapter.
CHAPTER 18 CONTRACTS FOR TECHNOLOGY
Article 322 A technology contract refers to a contract that the parties conclude for purpose of establishing rights and obligations of the parties regarding technology
development, technology transfer, technical consultancy and technical services.
Article 323 The conclusion of a technology contract must facilitate the progress of science and technology, accelerate the commercialization, application and dissemination
of the achievements of science and technology.
Article 324 The contents of a technology contract shall be agreed upon by the parties, and shall contain the following clauses in general:
(1) title of the project;
(2) contents, scope and requirements of the targeted object;
(3) plan, schedule, time period, place, areas covered and manner of performance;
(4) maintenance of confidentiality of technical information and materials;
(5) sharing of liability for risks;
(6) ownership of technological achievements and method of sharing proceeds;
(7) standards and method of inspection and acceptance;
(8) price, remuneration or royalties and method of payment;
(9) damages for breach of contract or method for calculating the amount of compensation for losses;
(10) methods for settlement of disputes; and
(11) interpretation of technical terms and expressions.
Background materials on the technology, reports on feasibility studies and technological appraisals, project descriptions and plans, technological standards, technological
specifications, original designs and documents on technological processes, as well as other technology files relevant to the performance of the contract may be deemed as an
integral part of the contract as agreed upon by the parties in the contract.
Where a technology contract involves patents, the title of the invention or creation, the patent applicant and the patentee, the date and number of application, the patent
number as well as the valid time period of patent rights shall be indicated.
Article 325 The method of payment of price, remuneration or royalties in the technology contract shall be agreed upon by the parties. The parties may agree on the method of
an overall calculation and one time payment, or of an overall calculation and payment by installment. They may also agree on the method of proportionate payment or such
payment plus an advance payment of entrance fee.
Where the method of proportionate payment is agreed upon in the contract, the payment may be made according to a specific proportion to the price of the product, to the
increased value of output derived from exploitation of the patent or from use of the know-how, to the profit or to the sales. They may also agree on other methods of
calculation. The proportion may be a fixed proportion, or a proportion with yearly progressive increase or decrease.
Where the proportionate payment is agreed upon, the parties shall agree in the contract on the methods of checking on the relevant accounting books.
Article 326 Where the right to use or to transfer a job-related techn ological achievement belongs to the legal person or other organization, the legal person or other
organization may conclude technology contracts with regard to the job-related technological achievement. The legal person or other organization shall extract a certain
proportion from the proceeds acquired from the use and transfer of such job-related technological achievement to reward or remunerate the individual who accomplished this
technological achievement. Where a legal person other organization concludes a technology contract to transfer the job-related technological achievement, the individual who
accomplished this technological achievement shall have the priority to be the transferee on equal conditions.
A job-related technological achievement refers to a technological achievement accomplished in the process of carrying out the task of the legal person, or other
organization, or mainly through using the materials and technological means thereof.
Article 327 The right to use or transfer a non-job-related technological achievement belongs to the individual who accomplished it. The individual may conclude a technology
contract on such non-job-related technological achievement.
Article 328 An individual who has accomplished a technological achievement shall have the right to be named as such in the documents related to the technological achievement
and the right to receive certificates of honor and awards.
Article 329 A technology contract which monopolizes the technology or impedes the technological progress, or which infringes upon the technological achievement of others
shall be null and void.
SECTION 2 CONTRACTS FOR TECHNOLOGY DEVELOPMENT
Article 330 A technology development contract refers to a contract concluded between the parties for purpose of conducting research in and development of new technologies,
new products, new processes and new materials as well as their systems.
Technology development contracts include commissioned development contracts and cooperative development contracts.
A technology development contract shall be in writen form.
A contract concluded between the parties for purpose of application or commercialization of certain technological achievement which has potential value for industrial
application shall apply the provisions concerning technology development contracts mutatis mutandis.
Article 331 The commissioning party to a commissioned development contract shall pay for the research and development expenses and the remuneration, supply technological
materials and original data, accomplish coordinating tasks and accept the result of research and development on time according to the terms of the contract.
Article 332 The party responsible for research and development shall, according to the terms of the contract, formulate and implement a research and development plan, use
the research and development budget in a reasonable way, complete the research and development on time, deliver the achievement according to the schedule, provide relevant
technological materials and necessary technical guidance and assist the commissioning party in mastering the achievement of the research and development.
Article 333 Where the commissioning party violates the contract and causes a standstill, delay or failure in the research and development work, such party shall be liable
for the breach of contract.
Article 334 Where the party responsible for research and development violates the contract and causes a standstill, delay or failure in the research and development work,
such party shall be liable for the breach of contract.
Article 335 Parties to a cooperative development contract shall, make the investment according to the terms of the contract including making investment by way of technology
contribution, taking part in the research and development in light of the division of labor according to the terms of the contract, and cooperating with other parties to the
contract in the research and development work.
Article 336 Where a party to a cooperative development contract violates the contract and causes a standstill, delay or failure in the research and development work, such
party shall be liable for the breach of contract.
Article 337 Where the targeted technology in a technology development contract has been made public by others, which makes the performance of this technology development
contract meaningless, the parties may rescind the contract.
Article 338 The liability for risks involved in a failure or partial failure in the research and development resulting from insurmountable technical difficulties occurring
in the process of performing a technology development contract shall be agreed upon by the parties to the contract. In the absence of such an agreement in the contract or in
case of ambiguity of such agreement, nor can it be determined according to the provisions of Article 61 of this Law, such risk liability shall be shared reasonablely by the
parties.
Where one party discovers that the situation stipulated in the preceding paragraph is likely to result in a failure or partial failure in the research and development, the
party shall promptly inform the other party of the situation and take appropriate measures to reduce losses. Where the party fails in making the notice and taking
appropriate measures, and thus enlarging the losses, it shall be liable for the enlarged losses.
Article 339 With respect to inventions and creations achieved in the performance of a commissioned development, the right to apply for a patent belongs to the party that
undertakes the research and development, except as otherwise agreed upon by the parties. Where the party that undertakes the research and development is granted a patent
right, the commissioning party may exploit the patent for free.
Where the party undertaking the research and development transfers the right to apply for a patent, the commissioning party shall have the right to priority in acquiring
such right on equal conditions.
Article 340 With respect to inventions and creations in cooperative development, the right to apply for a patent shall be jointly owned by the parties who participated in
the cooperative development, except as otherwise agreed upon by the parties. Where one party transfers its part of the jointly owned right to apply for a patent, the other
party or parties may have the right to priority in acquiring such right on equal conditions.
Where one party to the cooperative development contract declares that it renounces its part of the shared right to apply for a patent, the other party may apply for it alone
or the other parties may apply for it jointly. Where a patent is granted to the applicant, the party that renounced its right to apply for a patent may exploit the patent
for free.
Where one party to a cooperative development contract does not agree to apply for a patent, the other party or parties may not apply for it.
Article 341 The right to use or to transfer the know-how achieved in the commissioned development or cooperative development, and the method of distributing the proceeds
derived shall be agreed upon by the parties in the contract. In the absence of such agreement or in case of ambiguity of such agreement, nor can it be determined according
to the provisions of Article 61 of this law, either party has the right to use and transfer it. However, the party undertaking the research and development under a
commissioned development contract may not transfer the result of the research and development to a third party before delivering them to the commissioning party.
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