基于历史与现实等多方面因素,我国现阶段奉行的是民商合一的立法模式,对诸多民事制度和商事制度未做严格区分。这样的选择绝非偶然:民法和商法均属于私法范畴,都规制市场主体及其活动,其界限本身就存在一定的模糊之处;况且,我国目前并未形成一个独立的商人阶层,缺乏民商分立的主体基础。不过,不能因此而否定商法存在的正当性,亦不能因此而忽视商事活动的独特属性,用完全相同的规范对民事法律关系和商事法律关系进行调整。否则,定将束缚我国商事制度的发展,并最终会影响到我国民法体系的构建和完善。本文主要从商事合同的违约金出发,剖析其与民事违约金的不同之处,同时针对目前我国有关违约金的立法现状(主要是《合同法》),提出了一些理论和实践上的见解,以期能对我国商事合同违约金的适用问题有所借鉴。 Based on many factors, such as history and reality, the current stage of our country is the legislative model of integrating the civil and the commercial, and there is no strict distinction between the many civil and commercial systems. Such choices are by no means accidental: both civil law and commercial law belong to the category of private law, all of which regulate market players and their activities. There is a certain ambiguity in the boundaries between them. Moreover, at present, China does not form an independent businessman class and lacks civil and commercial The main basis for the separation. However, we can not deny the legitimacy of the existence of commercial law, nor ignore the unique attributes of commercial activities and adjust the relationship between civil law and commercial law with identical norms. Otherwise, it will certainly bind the development of the commercial system in our country and will eventually affect the construction and perfection of our civil law system. Based on the liquidated damages of commercial contracts, this paper analyzes the differences between the liquidated damages and the civil default liquid. At the same time, some theoretical and practical opinions are put forward in light of the current status quo of China’s liquidated damages legislation (mainly the “Contract Law”), With a view to our country commercial contract liquidated damages application.