Measures for the management of contracts
Chapter I: General Provisions
Article 1 In order to strengthen the standardized management of contracts (hereinafter referred to as "the Company"), realize the institutionalization of the Company's contract management, prevent and control the legal risks of the contract, and effectively safeguard the legitimate rights and interests of the Company, these Measures are formulated in accordance with the Contract Law of the People's Republic of China and relevant laws and regulations, combined with the actual situation of the Company.
Article 2 These measures shall apply to all kinds of contracts and agreements signed and performed by the company to establish civil rights and obligations, including procurement contracts, engineering contracts, sales contracts, lease contracts, capital exchange contracts, asset transfer contracts, guarantee contracts, investment contracts, etc.
Article 3 The term "contract" as used in these Measures refers to all kinds of agreements signed in the name of the company between natural persons, legal persons and other organizations with equal subjects, as well as between equal subjects within the company, on the establishment, modification, or termination of civil rights and obligations.
Article 4 The principle of relative independence and mutual restraint shall be implemented in the signing of contracts. Any contract must be approved in accordance with the contract approval process before it can be signed.
Article 5 The system of authorization and entrustment shall be implemented, and the contract shall be signed only by the legal representative or by virtue of the power of attorney of the legal person. No one has the authority to sign a contract without the authorization of the person in charge.
Article 6 In the process of handling contract affairs in accordance with these measures, all departments of the company shall communicate with each other in a timely manner to ensure that the information held by the relevant parties is accurate and understood. Article 7 The company strictly prohibits the irregular behavior of performing the contract first and then signing the contract.
Chapter II Contract Text
Article 8 If the relevant national and provincial departments have promulgated the contract specification text or guidance text, the company shall take the standard text or guidance text as the subject when signing the corresponding contract, and fill in, adjust and improve it according to the actual business situation.
Article 9 If the two parties have agreed on the standard text of the contract signed by the company, the agreed standard text shall be used.
Article 10 If the contract to be signed by the company does not have the above-mentioned specifications or guiding texts, the contract business department shall draft the contract business department on the basis of consulting the company's legal counsel or lawyer, with reference to the text of similar contracts.
Chapter III Contract Review and Approval
Article 11 The contract management of the company implements the contract management system in which the legal representative is in charge and each department is in charge.
Article 12 The contract approval procedures are: drafted by the handling department, reviewed by the lawyer, the person in charge of other related departments, the leader in charge, the chief financial officer, the deputy general manager, the general manager, and the chairman of the board of directors, and the handling department shall revise it for the second time according to the audit opinions, and the contract management department shall file it with a seal after review.
Article 13 All business operations of the company must be in accordance with market behavior, forming a written (contract) agreement. It is strictly forbidden to actually perform without signing a contract and then go through the signing procedures, but if the contract cannot be signed in time under special circumstances such as accidents, equipment repairs, engineering rescues, and disaster relief, it must be reported to the general manager and chairman of the board of directors for approval and emergency handling, and the relevant procedures shall be completed within one week.
Article 14 Before the contract is concluded, the contract handling department shall conduct a full background and risk analysis, and review the qualifications and performance ability of the contracting party.
Article 15: Legal counsel shall participate in the negotiation of important contracts. If the legal counsel is unable to participate in the negotiation on the spot, the contract handling department shall promptly transmit the negotiation situation to the legal counsel. The legal counsel shall, on the basis of the information learned, promptly submit a legal opinion for the reference of the contract handling department.
Article 16 Properly keep the telex, letters, charts and other written materials in the process of contract negotiation. If there is a difference of opinion in the course of negotiation, the other party shall reply in writing to avoid bearing economic responsibility due to the negligence of the contract.
Article 17 In order to ensure the standardization of the contract text, the contract handling department can draw up a model contract text according to its own business characteristics, and after the approval of the process, it will be used as the recommended text for the company to sign the business externally.
Article 18 All contracts must fill in the Contract Approval Form (Annex 1) and perform the internal countersigning and approval process according to the regulations.
Article 19 If the content of the contract is not modified in accordance with the review opinions, the seal management department shall not affix the seal. Without the corresponding approval process or not in accordance with the provisions of the signed, sealed contract, the financial management department shall not handle the payment procedures.
Chapter 4 Contract Signing and Performance
Article 20 According to the measures have been reviewed and approved of the contract, the company signed the company with the company's official seal. In addition to the seal on the last page of the contract, the seal must also be stamped with the seal and the official seal on the page of the contract approval form. Article 21 The legal representative of the company and the person authorized by it have the right to sign the contract externally, and the authorized person shall apply for the power of attorney to sign the contract externally. The handling agency of the Power of Attorney is the general office of the company.
Article 22 After the contract is signed, the company shall fully and properly perform the contract in accordance with the provisions of the law and the contract, and require the parties to perform the contract fully and appropriately in accordance with the laws and the contract. The performance of the contract shall be the responsibility of the designated personnel of the handling department.
Article 23 If the other party to the contract has the obligation to perform first but fails to do so, the handling department shall request the other party to perform the obligation first in writing. Before the other party has not performed, the handling department shall refuse the request of the other party to perform its obligations.
Article 24 Where both parties to a contract have the obligation to perform at the same time, if there is relevant evidence to prove that the other party to the contract has lost or may lose the ability to perform the contract before the other party to the contract has fulfilled its obligations, the handling department shall refuse to perform the corresponding obligations.
Article 25 If the company has the obligation to perform first, if there is corresponding evidence to prove that the other party has lost or may lose the ability to perform the contract, the handling department shall refuse to perform the corresponding obligation, and report to the leader in charge in a timely manner, and actively negotiate with the other party to take necessary measures to avoid or reduce the company's economic losses and legal liabilities.
Article 26 The financial management department of the company shall examine whether the payment conditions of the payment are fulfilled, whether the time limit has expired and other matters closely related to the payment of the funds before the handling department requires the payment of the money, and has the right to require the handling department to submit evidence materials to prove the achievement of the payment conditions and the expiration of the time limit. The handling department shall provide the above-mentioned evidence, otherwise the company's financial management department has the right to refuse to pay.
Article 27 If the financial management department of the company makes a decision to refuse payment, it shall inform the leader in charge of the relevant situation, and the leader in charge shall conduct investigation and verification, and if necessary, study and determine the treatment plan with the company's legal counsel. If the matter is significant, the leader in charge should report to the general manager and chairman of the board of directors in a timely manner, or make a report to the general manager's office meeting of the company, and put forward corresponding suggestions or opinions.
Article 28 Any dispute arising in the course of performing the contract shall be settled through negotiation. If the contract needs to be changed or terminated after consultation, a written document shall be signed to confirm it, and the examination and approval procedures shall be strictly performed. If no agreement can be reached through negotiation or the other party has filed a lawsuit or applied for arbitration, the handling department shall promptly report to the leader in charge. The leader in charge conducts investigation and verification, and determines the handling plan with the company's legal counsel if necessary. If the matter is significant, the leader in charge should report to the general manager and chairman of the board of directors in a timely manner, or make a report to the general manager's office meeting of the company, and put forward corresponding suggestions or opinions.
Article 29 When the contract cannot be signed at the same time, in principle, the other party shall sign and seal it first; If the contract cannot be signed for special reasons, and we have signed and sealed the contract, and the other party to the contract has not signed and sealed within the specified time, all the contract text shall be recovered in time and destroyed.
Article 30 The contract handling department and the handling personnel shall follow up and manage the whole process of the contract from the conclusion to the end of the contract performance. The contract handling department and the handling personnel, the departments and personnel involved in the countersigning of the contract, and the leaders at all levels who review the contract shall be responsible for the contract for life.
Article 31 Precautions for signing the contract:
1.If it is really necessary to agree, the handling department shall submit a written application and submit it to the general manager and chairman of the board of directors for approval. In principle, the proportion of advance payment shall not exceed 30% of the total contract price or remuneration, and the proportion of the deposit shall not exceed 20% of the total contract price or remuneration. 2.In principle, the warranty money must be withheld in the contract, the quality assurance period shall not be less than half a year, and the quality guarantee shall not be less than 5% of the total contract price (except for low-value consumables). Where laws, regulations, or higher-level units have other provisions, follow the relevant provisions. 3.When concluding a contract, if it is agreed that the dispute shall be resolved by litigation, the place of litigation jurisdiction or the method of selection of the place of litigation jurisdiction shall be specified in the contract; Where it is agreed that the dispute shall be resolved by arbitration, the arbitration commission shall be specified.
4.In principle, the other party of the contract must be the unit, and the contract must be stamped with the special seal or official seal of the unit, and signed by the legal representative or entrusted agent of the unit, and the principal person must present a legal and effective power of attorney, and the contract management department shall retain it.
5.The Company strictly prohibits entering into contracts with individuals. If it is really necessary to sign a contract with an individual, it must be approved in writing by the general manager and the chairman of the board of directors before entering the contract approval process in accordance with the provisions of these measures.
Article 32 The contract review shall be subject to the undertaking responsibility system.
1.The handling department shall pre-qualify the subject of the contract in accordance with the company's access conditions, and be responsible for the legality of the contract. (1) Examine whether the parties to the contract are legal persons or individual industrial and commercial households established with the approval of relevant departments; Whether it is a citizen who has the capacity for civil rights and civil conduct corresponding to the signing of the contract. Review the business license and annual inspection of the other party's legal person, business scope (such as whether it is legally registered, whether there is no annual inspection or revoked business license, etc.), and corresponding qualifications (for contract projects that require corresponding qualifications or business licenses as stipulated by laws and regulations, the qualification status of the other party should be reviewed according to the content of the contract, that is, whether the corresponding qualification has been obtained and the current effect); If the subject of the contract is an individual, it may be required to provide corresponding personally identifiable information, such as name, ID number, and detailed address. (2) Examine whether the unit or individual responsible for signing the contract has the corresponding legal authorization and whether it has the authority to sign the contract. Conduct necessary reviews of the identity of the other party's ** person, whether they have ** rights, ** scope of authority, time limit, etc.; When a branch of an enterprise legal person signs a contract, it must be authorized by the legal person. For contracts with guarantors, check whether the guarantor has the ability and qualifications to guarantee, and conduct industrial and commercial registration inquiries if necessary.
3) Review the other party's credit ability, performance, personnel, etc. Conduct a necessary assessment of the other party's ability to perform the contract, such as considering its performance ability and credit degree according to the current business situation, previous cooperation and other customer evaluations, so as to ensure the smooth performance of the contract after signing the contract, and if necessary, the other party should be required to provide credit certificate. For general major engineering projects, important projects or procurement contracts of a large amount, the other party shall be required to issue a performance bond letter. 2.The handling department carefully checks the terms of the contract and is responsible for the validity of the contract. In accordance with the nature of the contract, the handling department should conscientiously check the main terms of the contract, such as the main body, subject matter, quality, quantity, project cost, contracting method, performance time, and safety, and be responsible for their effectiveness. Other audit departments will assist in the review, and the legal counsel will review the legal text of the contract.
Chapter V: Accountability for Contract Violations
Article 33 In any of the following circumstances, the relevant departments and the persons directly responsible shall be given circulars of criticism, fines, or administrative sanctions, and if a crime is constituted, they shall be sent to the relevant departments for investigation of criminal responsibility. 1.Before signing a contract, the handling department must conduct a preliminary examination of the qualifications of the contract subject. It is strictly forbidden to fabricate facts, conceal the truth, issue false certificates, or sign false contracts. 2.If a written contract should be signed but not signed, and the loss caused by the re-signing of the contract shall be borne by the handling department. For engineering contracts, before the start of the project, the handling department must sign a project contract that matches the project and a material contract that matches the progress of the project. It is strictly forbidden to start construction (including repairs or other services, etc.), to deliver goods first, and to sign contracts later.
3.The contract implements the responsibility system of the handling department. If there is a serious mistake in the process of signing and performing the contract, causing adverse impact or large economic losses to the company, the relevant responsible person shall be given financial penalties, administrative sanctions, demotion and dismissal depending on the severity of the circumstances.
4.Payments without a contract are strictly prohibited. In violation of these provisions, the relevant responsible person shall be severely dealt with and ordered to recover the payment according to the severity of the circumstances.
5.It is strictly forbidden to upload contracts of the same nature and the same content for review and signing repeatedly. Violation of these provisions shall be severely dealt with and economic penalties shall be imposed on the relevant responsible persons depending on the severity of the circumstances.
6.If, without the review and consent of the legal counsel, the handling department deletes or changes the text clause of the model contract without authorization, the relevant responsible person shall be severely dealt with and imposed an economic penalty depending on the severity of the circumstances.
7.The contract manager maliciously colludes with others to damage the interests of the company, causing economic losses; Providing guarantees for others without authorization. Once discovered, the relevant responsible persons and responsible persons will be given financial penalties, administrative punishments, demotion, dismissal, and other punishments depending on the severity of the circumstances.
8.Failure to return the contract in a timely manner in accordance with the company's regulations will result in a fine of 300 yuan per contract imposed on the handling department.
9.Violation of the measures for the management of this contract, and other serious dereliction of duty in the signing and performance of the contract.
Chapter VI Distribution, Copying, and Access to Contracts
Chapter VII Contract File Management
Article 37
Article 38
Article 39
Chapter VIII Supplementary Provisions
Article 41
Article 42
Article 43
Article 44 The contract management department of the company shall be responsible for the interpretation of these measures. Article 45: These Measures shall be implemented from the date of issuance.
This article is an excerpt from the cutting-edge policies of *** enterprises and institutions" or obtained by private message.