专题七：合同和协议的翻译.ppt

Topic seven: Translation of contracts,7.1 Basic Concept of Contract 7.2 The Structure of Contract 7.3 Two Language Features in the Contract Documents 7.4 Following Contractual Norms 7.5 Restructuring the sentence 7.6 Translation Practice,7.1 Basic Concept of Contract An agreement between two or more parties that is enforceable by law, a legally enforceable and legally binding agreement. Contract is a legally enforceable agreement.,99年中国合同法: Contracts referred to in this Law are agreements establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is, between natural persons, legal persons or other organizations. 合同英语属于庄重文体（frozen style），是各种英语文体中正式程度最高的一种。总体来说，这种正式性体现在内容的专业性、语言的严谨性和结构的完整性等方面。,A recent definition of contract is “the relations among parties to the process of projecting exchange into the future.” One of the merits of this definition is that it stresses that a contract establishes an interrelationship among the contracting parties that is broader than their promises and agreement.,7.2 The Structure of Contract/Standardizing the Structure规范合同结构 7.2.1 Preamble of a contract 7.2.2 Main body of a contract 7.2.3 Final clauses of a contract /witness clause（结尾条款）,How to check the contracts? *Validity Clause of Contracts *Definition and Whereas（定义条款和补充条款） *Assignment and Guaranty（合同让与和保证） *Rescission and Termination（废除和终止） *Default and Escape（违约和逃避） *Arbitration and Jurisdiction,7.2.1 Preamble of a contract 国际商务合同的前言部分，主要包括两个方面的内容： 其一，说明合同签订的时间、地点以及合同双方的名称、营业地点、依某国某法成立和存在。 其二，“鉴于条款”（whereas clause），说明签订合同的背景情况以及签约的目的和原则。,Example: (1) THIS CONTRACT, made and entered into in (place of signature) on this _ day of _ , 20_, 本合同于20_年_月_日在（签约地点） by and between (name of the party), a corporation duly organized and existing under the laws of (name of country) with its domicile at (address) (hereinafter referred to as Party A), 由按（国家名称）法律组建成立的，营业地点在（公司地址）的_公司（以下称作甲方） and (name of the party), a company incorporated and existing under the laws of (name of country) with its domicile at (address) (hereinafter referred to as Party B)， 和按（国家名称）法律注册成立的、营业地点在（公司地址）的_公司（以下简称乙方）共同签订.,Exe. 本合同由中国ABC公司， 总公司设于中国上海（以下简称卖方）与美国XYZ公司， 总公司设于美国纽约州纽约市（以下简称买方）于1998年3月29日订立于中国上海，双方同意按下述条件买卖下列货物： This contract is made this 29th day of March, 1998 in Shanghai, China by and between ABC Corporation. China (hereinafter referred to as “Seller”), a _ Corporation having their principal office in Shanghai, China who agree to sell, and XYZ Corporation (hereinafter referred to as “Buyer”), a Corporation having their principal office in New York, USA, who agrees to buy the following goods on the terms and conditions as below:,Exe.,本合同由AA公司（以下称买方）和BB有限公司（以下称卖方）于2007年8月8日签定。凭此，买方同意购买、卖方同意出售本货物，其条款如下: This Contract is made on August 8th,2007 by and between AA Corporation (hereinafter referred to as “the Buyer”) and BB Ltd. (hereinafter referred to as “the Seller”) whereby the Buyer agrees to buy and the Seller agrees to sell the following goods on the terms and conditions as follows:,Preamble of a Contract,双方同意按下述条款买卖下列货物. Both parties agree to buy and sell the following goods on the terms and conditions as below. 买方同意购买、卖方同意出售本货物，其条款如下. The Buyer agrees to buy and the Seller agrees to sell the following goods on the terms and conditions as follows.,WITNESSETH THAT 兹证明： WHEREAS Party A has been a leading trading company in the field of the said products and is willing to arrange the manufacture, assembly and marketing of the said products, and 鉴于_ WHEREAS both parties are desirous to establish a joint venture company to manufacture, assemble and market the said products. 鉴于_ NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows: (NOW, therefore, the parties hereto agree as follows:) 故双方经协商一致同意如下：,7.2.2. Main body of a contract 定义条款 （Definition clause) 基本条款（Basic conditions) 一般条款（General terms and conditions) 合同有效期限 （Duration) 终止 (Termination) 不可抗力 （Force Majeure) 合同的让与 （Assignment) 仲裁 （Arbitration) 适用法律 （governing law) 诉讼管辖 （Jurisdiction) 通知手续 （Notice) 合同的修改 （Amendment) 其他 （Others),Example 2: Arbitration:仲裁： All disputes arising from the performance of this Contract should be settled through friendly negotiation. 一切因执行本合同引起的争议，均应由双方友好协商解决。 Should no settlement be reached through negotiation, the case shall be submitted for arbitration in the Country where the defendant resides. 如协商不能解决，则应提交仲裁，仲裁应在被告所在国进行。,If the arbitration takes place in China, the case shall be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade, Shanghai and the arbitration rules of this Commission shall be applied. 如仲裁在中国，应提交上海中国国际贸易促进委员会对外贸易仲裁委员会，按照其仲裁规则进行仲裁。 If the arbitration takes place in the USA, the case shall be submitted to the Foreign Trade Arbitration Commission of Council for the Promotion of International Trade, N.Y. and the arbitration rules of this arbitration organization shall be applied. 如仲裁在美国，应提交纽约国际贸易促进委员会对外贸易仲裁委员会，按照其仲裁规则进行仲裁。 The award of the arbitration shall be final and binding upon both parties. The arbitration fee shall be by the losing party unless otherwise awarded by the arbitration organization. 该仲裁委员会的裁决为终局性的，对双方均有约束力，仲裁费用，除非仲裁委员会另有裁定，即由败方承担。,Example 1: Penalty: 违约金： (1) Failure to Make Timely Delivery 未按期交货. In the event the Seller for its own fails to make delivery of all the goods on time as stipulated in this contract, the Seller shall pay a penalty to the Buyer. 如果卖方由于自身原因未能按合同规定按期交付全部货物，卖方应向买方支付违约金。,Example 1: Penalty: 违约金： (1) Failure to Make Timely Delivery 未按期交货. In the event the Seller for its own sake fails to make delivery of all the goods on time as stipulated in this contract, the Seller shall pay a penalty to the Buyer. 如果卖方由于自身原因未能按合同规定按期交付全部货物，卖方应向买方支付违约金。 (2) Failure to Timely Open the Letter of Credit 未按期开立信用证 In the event that the Buyer for its own sake fails to open the Letter of Credit on time as stipulated in this contract, the Buyer shall pay penalty to the Seller. 如果买方由于自身原因未能按合同规定及时开立信用证，买方应支付卖方违约金。,Arbitration 仲裁: 有关本合同买卖双方之间所引起的任何纠纷，争议,或歧见,可付诸仲裁. Arbitration: Any disputes, controversies or differences which may arise between the parties in connection with this contract may be referred to arbitration.,Arbitration 仲裁条款: (1) 凡因履行本合同所发生的或与本合同有关的任何争议,双方应通过友好协商解决.如果通过协商仍不能达成协议时,应提交仲裁解决. (2) 仲裁裁决是终局的,对双方均有约束力. (3) 仲裁费用由败诉方负担. Arbitration: (1) Any dispute arising from the execution or in connection with the Contract shall be settled through friendly negotiation. In case no settlement can be reached through negotiation, the dispute shall be submitted for arbitration (2) The arbitration award shall be final and binding upon both parties. (3) The arbitration fee shall be borne by the losing party.,Arbitration (2) 仲裁裁决是终局的,对双方均有约束力. (3) 除非仲裁委员会另有裁定,仲裁费用由败诉方负担. (2) The arbitration award shall be final and binding upon both parties. (3) The arbitration fee shall be borne by the losing party unless otherwise awarded by the commission.,Example 3： Force Majeure:不可抗力： Neither party shall be held responsible for failure or delay to perform all or any part of this Contract due to flood, fire, earthquake, snowstorm, hailstorm, hurricane, war, government prohibition or any other events that are unforeseeable at the time of the execution of this Contract and could not be controlled, avoided or overcome by such party. 任何一方如果由于洪水、火灾、地震、雪暴、雹暴、龙卷风、战争、政策禁令或其 他在合同执行时无法预见并不能控制、不可避免或无法克服的事件致使不能或迟延履行合同的全部或一部分时，该方不承担责任。,However, the party whose performance is affected by the event of Force Majeure shall give a notice to the other party of its occurrence as soon as possible and a certificate or a document of the occurrence of the Force Majeure event issued by the relative authority or a neutral independent third party shall be sent to the other party by airmail not later than 15 days after its occurrence. 但是，受不可抗力影响的一方应立即通知另一方，并不晚于事件发生后15天向另一方航空邮寄有关当局或独立的中立第三方出具的发生此种事件的证明书或文件。,Force Majeure,如果不可抗力事件持续120天以上,任何一方有权终止合同. In the event that Force Majeure lasts over 120 days, both parties shall have the right to terminate the contract.,Force Majeure,因不可抗力致使卖方不能或推迟交货时,卖方不负责任. In case of Force Majeure, the seller shall not held responsible for late delivery or non-delivery of the goods. 由于战争,水灾,火灾,台风,地震或其他不可抗力原因,致使卖方不能在合同规定期限内交货或不能交货, 卖方不负责任. In case of Force Majeure such as war, fire, flood, typhoon and earthquake or other events of Force Majeure , the seller shall not held responsible for delay in delivery or non-delivery of the goods.,Example4. Claims: Except those claims for which a third party is liable, should the quality, specifications, quantity, weight, packing and requirements for safety or sanitation/hygiene of the goods be found not in conformity with the stipulations to this contract, the Buyer shall give a written notice of claims to the Seller and shall have the right to lodge claims against the Seller based on the Inspection Certificate issued by the Inspection Organization provided in Clauses 14.2 to this Contract within 21 days from the date of completion of unloading of the goods at the port of unloading. In the event of nonconformity, the Seller shall promptly repair or replace such goods or supply the quantity that is deficient.,除了第三方应负责任的索赔，如发现货物的质量、规格、数量、重量、包装及涉及安全或卫生/保健等方面和合同的规定不一致，买方应对卖方发出书面通知并有权根据第14条第2款中所述的有关检验当局出据的检验证书对卖方提出索赔。索赔应在卸货港卸货完成后21天内提出。如发生不一致，卖方应立即修理或更换这些货物或补充数量。,In the event that the Buyer does not make such claim within the above-mentioned time-limit, the Buyer shall forfeit its right to make a claim with respect to the quantity deficiency or the apparent quality defect. 如果买方未在上述期限内提出索赔，则买方将视为放弃对货物数量不足或明显的质量瑕疵索赔的权利。,Example 5. Termination: 合同的解除 Except as provided elsewhere, this Contract may be terminated in either of the following case: 除非另有约定，该合同将在下述情况下解除： 1) Through mutual written agreement by both parties; 双方共同达成书面协议；,2) If the other party fails to perform its obligations within the time-limit agreed upon in this Contract, and fails to eliminate or remedy such breach within 7 days following the receipt of the notice thereof from the non-breaching party. 如果另一方未能在合同约定的时间内履行其义务，并且在收到未违约方通知后起七天内未能消除违约或采取补救措施,In such case the non-breaching party shall give a written notice to the other party to terminate this Contract. 在此情况下，未违约方应书面通知违约方解除合同。,7.2.3 Final clauses of a contract/witness clause 结尾条款主要应明确的内容有： 合同使用的文字及其效力 (Languages in which the contract is to be written and its validity)。 有时还应订立对合同进行修改或补充的内容，并明确在合同的结尾规定附件为本合同不可分割的组成部分。 (3) 在合同的结尾部分还应明确规定：合同在双方授权代表签字后正式生效。,Example 1 1.This Contract is made out in two originals, each copy written in Chinese and English languages, both texts being equally valid. In case of any divergence of interpretation, the Chinese text shall prevail. 本合同正文一式两份，分别以中文和英文书写，两种文本具有同等效力。若对其解释产生异议，则(将)以中文本为准。 2. Any amendment and/or supplement to this contract shall be valid only after the authorized representatives of both parties have signed written documents (s), forming integral part(s) of this Contract. 本合同的任何修改和补充，只有在双方授权的代表在书面文件上签字后才能生效，并成为本合同不可分割的组成部分。 3.This Contract shall come into force after the signatures by the authorized representatives of both parties. 本合同将在双方授权代表签字后正式生效。,Example 2,本合同的签署需在见证人出席下经双方签字.自买卖双方签署之日起生效。 本合同用中文和英文两种文字写成,一式两份, 双方各执一份.如中文本与英文本出现差异,以英文本为准. This Contract shall be signed by the Buyer and the Seller in the presence of witness and be effected commencing from the date of signing. This contract shall be made in duplicate, both in English and Chinese and Each Party shall keep one copy. In case of any discrepancies between the Chinese and the English copy, the English copy shall govern.,Example 3 . 本合同用中英文两种文字写成,两种文字具有同等效力,自 双方代表签(盖章)之日起生效. 买方代表 (签字): _ 卖方代表 (签字): _ This Contract shall be written in Chinese and English. Both versions are equally authentic. This Contract shall come into effect since being signed / sealed by both parties. Representative of the Buyer (Signature) : _ Representative of the Seller (Signature) : _,本合同用中文和英文两种文字写成,一式两份, 双方各执一份中文正本和一份英文正本. 两种文本具有同等效力.本合同自双方授权代表签字之日起生效。 This contract is made out in duplicate in Chinese and English language, one Chinese original copy and one English original copy for each Party, both texts being equally authentic. This contract shall come into force from the date it is signed by the authorized representatives of both parties. This Contract shall be written in Chinese and English in duplicate. Both versions are equally authentic. This Contract shall come into effect since being signed by the authorized representatives of both parties.,本合同经双方签字生效,有效期两年. The contract shall come into effect on as soon as it is duly signed by both parties and shall remain effective for two years.,in witness whereof / thereof “兹证明” 一般合同结尾, 有时大写IN WITNESS WHEREOF / THEREOF, 表示所签合同事项的证据.,IN WITNESS WHEREOF, the parties hereto have executed this Contract in duplicate by their authorized representatives. WITNESS: _ WITNESS:_ Party A:_ Party B:_ 兹证明: 本合同由双方授权代表签定,一式两份. 见证人:_ 见证人:_ 甲方:_ 乙方:_,7.3 Language Features in the Contract Documents The Contract document is not a literary essay, nor a piece of dramatic prose. It is a legal document which the Parties to the Contract shall comply with. The language used in the contract documents shall be clear, unadorned(自然的,不加渲染的) and legal.,7.3.1 One of language features in the Contract documents is its wording. The words and phrases used in the said documents shall be legal, formal, serious and accurate. -Big Words The Employer hereby covenants to pay the Contractor in consideration of the execution and completion of the Works and the remedying of defects therein the Contract Price. 业主特此立约保证向承包人支付合同总价，以作为本工程施工、竣工及修改工程中缺陷的报酬。,7.3.2 The other language feature is that an expression may contain two synonyms or more repeating each other in meaning to avoid possible misunderstanding. Party A shall no longer be responsible for keeping secret and confidential the part already published. Any such consent shall not relieve the Contractor from any liability or obligation under the Contract. The amendments to or alterations of this Contract become effect only after they are signed by the Parties hereto and approved by the original approving authorities.,7.4 Following Contractual Norms 7.4.1 Using Capitalization 7.4.2 Using thereof, herein and the like（special adv.) 7.4.3 Using legal term “ shall” 7.4.4 Using defining words: mean, shall be, is/are, shall mean, etc. 7.4.5.Using Conditional Clauses 7.4.6. Using other specific phrases,7.4.1Using Capitalization,Either Party may transfer all or part of its registered capital contribution to the Company to any third party, provided that it first obtains the unanimous approval of the Board and the approval of the Approval Authority and complies with the provisions of this Article. 合同中凡作过定义的词语，其首字母均大写。,Board ：the board of directors(董事会) Approval Authority：在涉外合同中为 the examination and approval authority (审批机构) registered capital contribution： contribution to the registered capital (在注册资本中的出资额),Either Party may transfer all or part of its registered capital contribution to the Company to any third party, provided that it first obtains the unanimous approval of the Board and the approval of the Approval Authority and complies with the provisions of this Article.,任何一方均可将其在公司注册资本中的全部和部分出资转让给任何第三方，但该转让首先须经董事会一致通过及审批机构的审批，并符合本条的规定。,The titles to the Articles in this Agreement and in the said Exhibits are for convenience of reference only, not part of this Agreement, and shall not in any way affect the interpretation of that Agreement.,a. The titles to the Articles in this Agreement and in the said Exhibits are for convenience of reference only, not part of this Agreement, and shall not in any way affect the interpretation thereof.,7.4.2,本协议的各条款和协议的附录中使用的标题，仅为了查阅方便，并非本协议的构成部分，绝不影响本协议内容的解释。,b. “Licensed Products” means the devices and products described in Schedule 1 annexed hereto together with all improvement and modification thereof or development with respect thereto. “Licensed Products” means the devices and products described in Schedule 1 annexed to this Agreement/Contract together with all improvement and modification of that Products or development with respect to that Products.,“特许产品”系指本协议附表1中所述的装置和产品，及其全部改进和修改的产品或与之有关的研制产品。,c.The Seller hereby特此，在此 warrants that the goods meet the quality standard and are free from all defects. d.The Parties mutually agree that the said Agreement shall be hereby cancelled. 缔约双方彼此同意，特此取消该协议。,e.The License herein granted is conditioned on Party B selling Licensed Devices at prices no more favorable than those followed by Party A. herein= in this 在这里，此中，在此 在这里授予的许可证是以乙方出售特许装置的价格不得优于甲方所遵循的价格为条件。,f. Any disputes which either party does not wish to refer to a Conciliation Committee may then be submitted by the First party to arbitration as hereinafter provided. Any disputes which either party does not wish to refer to a Conciliation Committee may then be submitted by the First party to arbitration as later in this contract provided/stipulated.,如缔约双方中的每一方都不愿将任何纠纷提交调解委员会处理，则可由第一方按下文规定提请仲裁解决。,g.“Products” means any and all agricultural products or any products derived therefrom. therefrom=from that “Products” means any and all agricultural products or any products derived from that “Products”. “产品”一词,系指一切农产品或由此衍生的任何产品。,h.Before commencing the construction, the Contractor shall submit the plans and specifications therefor to the Owner for approval. therefor =for that construction h.Before commencing the construction, the Contractor shall submit the plans and specifications for that construction to the Owner for approval. 在开始施工前,承包商应将为此编制的计划和 技