We often refer to the provisions in a contract as “terms and conditions”. Examples include “Terms and Conditions of Use” and “Terms and Conditions of Sale”. This article examines how these words are used in English and Chinese, and whether there is a difference in meaning, from a legal perspective. It also considers the circumstances in which the breach of a term or condition will entitle the non-defaulting party to terminate the contract.
The meaning of ‘terms and conditions’
In both English and Chinese, the word “term” [in Chinese “条款” or “条文”] refers generally to any provision in a contract. In English, the word “term” is also used to refer to the period of time during which a contract or an arrangement (e.g. a lease) will have effect.
The meaning of “condition”, on the other hand, is more complicated. In English, “condition” has three possible meanings. The first meaning is synonymous with the word “term”; in other words, it refers to the general terms in a contract. For example, the terms of a sale contract are often referred to as “Conditions of Sale”.
A former partner of Linklaters Shanghai, Andrew Godwin teaches law at Melbourne Law School in Australia, where he is an associate director of its Asian Law Centre. Andrew’s new book is a compilation of China Business Law Journal’s popular Lexicon series, entitled China Lexicon: Defining and translating legal terms. The book is published by Vantage Asia and available at www.vantageasia.com.