Ar cle 506 An exculpatory clause in a contract exemp ng the liability on the following acts are void:
(1) causing physical injury to the other party; or
(2) causing losses to the other party’s property inten onally or due to gross negligence.
Ar cle 507 Where a contract does not take e ect, or is void, revoked, or terminated, the validity of a clause
concerning dispute resolu on shall not be a ected.
Ar cle 508 The validity of a contract which is not covered by the provisions in this Book shall be governed by
the relevant provisions in Chapter VI of Book One of this Code.
Chapter IV Performance of Contracts
Ar cle 509 The par es shall fully perform their respec ve obliga ons as contracted.
The par es shall comply with the principle of good faith, and perform such obliga ons as sending no ces,
rendering assistances, and keeping con den ality in accordance with the nature and purpose of the contract
and the course of dealing .
The par es shall avoid was ng the resources, pollu ng the environment, or damaging the ecology in the
course of performance of the contract.
Ar cle 510 Where the par es have not agreed on such content as the quality, price or remunera on, or the
place of performance, and the like, or the agreement is unclear, a er the contract becomes e ec ve, the
par es may make a supplementary agreement; where the par es fail to reach a supplementary agreement,
such content shall be determined according to the relevant clauses of the contract or the course of dealing.
Ar cle 511 Where an agreement between the par es concerning the content of their contract is unclear and
such content cannot be determined according to the provisions of the preceding Ar cle, the following
provisions shall be applied:
(1) where the quality requirements are not clearly s pulated, the contract shall be performed in accordance
with a mandatory na onal standard, or a recommendatory na onal standard in the absence of a mandatory
na onal standard, or the standard of the industry in the absence of a recommendatory na onal standard. In
the absence of any na onal or industrial standards, the contract shall be performed in accordance with the
general standard or a speci c standard conforming to the purpose of the contract.
(2) where the price or remunera on is not clearly s pulated, the contract shall be performed in accordance
with the market price in the place of performance at the me the contract is concluded. Where the
government-set or government-guided price shall be applied as required by law, the contract shall be
performed on such a price.
(3) where the place of performance is not clearly s pulated, the contract shall be performed at the place of
the party receiving money where payment of money is involved, or, where real estate is to be delivered, at
the place where the real estate is located. For other subject ma ers, the contract shall be performed at the
place where the party performing the obliga on is located.
(4) where the period of performance is not clearly s pulated, the debtor may perform his obliga ons at any
me, and the creditor may request the debtor to perform at any me, provided that he shall give the debtor
necessary me for prepara on;
(5) where the mode of performance is not clearly s pulated, the contract shall be performed in a manner
conducive to realizing the purpose of the contract; and
(6) where the alloca on of expenses for performance is not clearly s pulated, the expenses shall be borne by
the party performing the obliga on; where the expenses for performance are increased owing to the
creditor’s reason, the creditor shall bear the increased part of the expenses.
Ar cle 512 Where the object of an electronic contract concluded through internet or other informa on
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Book, and the contract shall not be determined as invalid solely on the ground that it is beyond their scope
of business.
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