浅谈涉外英语合同号特色.doc

Undergraduate Graduation Thesis School of Foreign Languages浅谈涉外英语合同号特色学生：李菲，外国语学院英语系导师：李燕，外国语学院英语系摘要：任何语言都不是划一的统一体，都依赖着语言使用的地点、时间、环境、目的、对象等语言环境的变化而变化。外贸语言是在国际贸易这一特定的语言环境中形成而发展的英语语言变体。国际经贸合同英语是法律英语的一种，它广泛应用于商务合同、契约、协定、协议、保函、招投标书的书面语言。作为一种具有法律效力的契约性文件,商务合同英语所追求的目标不是语言的艺术美,而是逻辑的精确与严谨、表述的专业与规范,以及思维的清晰与条理性。其语言特色与一般的英语语言特色不同。自从中国加入世贸组织后，中国在国际贸易中的份额不断增加,地位持续上升,已成为全球举足轻重的贸易大国。特别是在社会活动中,公民、法人和其他组织有时会直接遇到等待签署、审查、修改英文合同的情形。因此,理解、翻译、草拟英文合同工作的需求与日俱增,如何练就快速,准确理解,翻译和制作英语合同如何确保自己草拟,翻译的英语合同既符合“法言法语”及突出合同英语的具体特点,又不失英语的普遍规律对于商务人士以及商务英语的学生来说极其重要。本文就从合同英语的词汇、句法、和语用等方面来探讨合同英语的特色。关键词：英语合同；词汇特征；句法特征；语用Features of Foreign Business Contract EnglishStudent: Li Fei, English Department of School of Foreign StudiesThesis Supervisor: Li Yan, English Department of School of Foreign StudiesAbstract: Languages are different from each other because of the language environment in which they are used such as region, time, environment, aim, object and so on. Foreign business contract English is a variant of the English language formed and developed in the specific language setting of international trade. International business contract English belongs to law English and is widely used in business contract, indenture, agreement, treaty, back letter and bid. As a document which has legal effect, contract English pursues not the artistic beauty of language but conciseness, rigorousness, profession, clearness and orderliness. Its features are substantially different from ordinary English we use everyday.Ever since Chinas entry into WTO, we have gained more and more market share as well as standing in the world and is holding a decisive position internationally.Especially in social activities, civilians, legal entities, and other organizations all have chances to sign, censor, and modify English contract. As a result, the demand for understanding, translating and drawing up English contract is on the increase day by day. How to understand, translate and draw up English contract quickly and accurately is of great importance go foreign business people and the students who study business English. In the meantime, we should make the English contract we draw up and translate comply with the “law language”, highlight its specific features and follow the common rules of English language. In this essay, we will discuss the features of contract English from its diction, sentence and pragmatics. Keywords Contract English diction features; sentence structure; pragmaticsFeatures of Foreign Business Contract English1 IntroductionLong time ago, people use “promise exchange” as a means to guide others to bargain with each other which becomes the now well-know “contract” today and is earning importance in peoples lives and commercial activities. International trade contract refers to a business indenture entered into between the buyer and seller whose companies are located in different countries and districts and is an agreement about the involved parties duty and responsibility. This contract is usually a document in which both parties stated each partys clear responsibility and the ways to solve the dispute. In the meantime, it is en “Existence evidence” to maintain the relation defined by both parties.Besides, English is now one of the main international languages and also the most widely used language. According to statistics of 1986, there are about 0.4 billion people whose mother tough are English. That is to say, nearly every one in ten people are using English such as in Britain, Canada, United States, Australia, New Zeeland and so on. There are about 20 countries using English as their official or second language all over the world. The number of population is 0.8 billon. We can put it this way: in every 5 people in the world, there is at least one person understanding English. If elementary or middle school students who also study English are added, the number will be larger. So, not being able to understand English means losing a lot of chances in this competitive world. As a result, understanding the complicated and complex meaning of the terms and conditions of English contract, even to draw up an English trade contract is very important for lawyers and people who do foreign business.2 Features of Diction2.1 Frequent Use of Old English WordsOld English words can hardly be found in Modern English now but can be frequently found in contract English. The use of them is to avoid repetition, misunderstanding and ambiguity so as to make the contract accurate, concise and clear. Those old English word constantly used in contract are mainly composed of adverbs such as here, there, and where plus prepositions such as in, to, by, after, on, upon, with, under and so on. Owing to the limitation of the length of this article, we will discuss only part of them.2.1.1 here + prep The words of this formation “here+prep” mainly include herein,hereof,hereby,hereto,hereunder and so on. When you see this formation，you just need to comprehend “here” as “thisagreement”、“thiscontract”、“thisdocument” or “MemorandumofUnderstanding（MoU）”That is to say, herein equals to inthisagreement(contract，document or MoU)，hereof equals to ofthisagreement(contract，document or MoU)，and hereto equals to tothisagreement(contract，document or MoU)。The rest can be done in the same manner. 1 herein, hereof ,hereto Those words are usually placed behind the phrases they are modifying.e.g.：The terms and conditions contained herein,including the Appendices hereto,shall constitute the entire agreement between the parties hereto.herein, hereto in this place mean in this contract and to this contract respectively. The translation of this sentence is as follows: 本合同包含的条款和条件，包括合同附件，构成合同双方的完整协议2 HerebyThis word means by means of , by reason of this, by this agreement，and is usually used in the beginning of legal and business documents, contracts, agreements and so on.E.g.: The contract is hereby made and entered into between 兹由订立本合同The license hereby granted extends only to Beijing. License agrees that it will not make , or authorize , any use , direct or indirect , of the Name in any other area , and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area本文所指特许权只在北京地区有效。被许可方同意不在其他地区直接或间接使用该商标的许可权利 ,且不在知情的情况下向有意或有可能在其他地区出售协议下产品的第三者销售该产品。3 hereinafter=hereaftermeaning: in the rest of this contract/document/agreementE.g.:The contract is hereby made and entered into between Guangdong Jiaxing Industrial Co.,Ltd(hereinafter referred as Party A) and 兹由广东省嘉兴工业有限公司（下文中简称甲方）和4 hereundermeaning: under this contracte.g.：any of the obligations hereunder 本合同项下的任何条款2.1.2.there +prepThe words composed of “there+prep” mainly include therein，thereof，thereby，thereunder and so on. The difference between they and the words composed of “here+prep” lies in the signified. The objects “here” indicates are very clear and definite which are : thisagreement，thisdocument and so on；While words composed of “there+prep” do not. What “there” signify is not very clear and has to be inferred according to the context of the contract. But all in all, we can define it as documents or items except this contract, agreement or document. Although its not very accurate , its applicable in most of the cases and can help us handle similar problems. In other words, “thereof” equals to “ofthatdocument”，“ofthatmatter” or “ofthatsubject”，and “therein” equals to “inthatdocument”，“inthatmatter”，“inthatsubject”, the rest of which can be done in the same manner. 1 Thereof However in such a case, the Seller shall immediately advise by cable or telex the Buyer of the accident and airmail to the Buyer within15 days after the accident, a certificate of the accident issued by the competent government authority or the chamber of commerce which is located at the place where the accident occurs as evidence thereof.但卖方应在事故发生后立即用电报或电传告买方并在事故发生后15天内航空邮寄买方灾害发生地点之有关政府机关或商会所出具的证明，证实灾害存在、Here“as evidence thereof”indicates evidence of the accident which is outside the contract and not the contract itself, so we use “thereof”，not“hereof”。2 theretoto the things mentioned 随之 附之e.g. Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor s rights to the Name , and Licensor , if it so desires may commence or prosecute any claims or suits in its own name or in the name of licensee or join Licensee as a party thereto.In this term , “thereto” at the end of the sentence defines party ,which means a party to the claims or suits .That is to say the licensee can lodge a claim or sue together with the licensor. All in all ,the translation of the whole sentence is as follows:特许权接受方同意协助授予方保护对该商标拥有的权利。在必要的时候 ,特许权授予方可以以自己的名义、 或以特许可方的名义或双方一起针对侵权提出索赔或诉讼。 3 thereafter After that 其后，从那以后thereafter, the unforeseeable losses concerning the machinery and auxiliary equipment shall be indemnified for first by the Insurance Company to Party B此后，机器和辅助设备不可预料的损失应该首先由保险公司赔偿给乙方4 therefromShould,intheopinionofPARTYA,anysuchpersonnelfromPARTYB,isconsiderednotprofessionallyfit,PARTYAreservestherighttorefusepermissionforsuchpersonneltobeinvolvedintheperformancehereofandPARTYAshallnotbeliableforanycostsarisingdirectlyorindirectlytherefrom. Arising directly or indirectly therefrom 表示的是arising from the refusal of the buyer如果甲方认为乙方工作人员在专业上不合格，甲方有权拒绝该工作人员介入履行本合同的义务，由该拒绝直接或间接产生的各种费用，甲方概不负责2.1.3. where + prep1 Whereas Meaning：considering that 鉴于， 就而论，usually used at the beginning of a contract or agreement so as to draw forth the reason and foundation on which both parties signed the contract. E.g.:TNESSETH Whereas Party B has machines and equipment, which are now used in Party Bs manufacturing of _, and is willing to sell to Party A the machines and equipment; and Whereas Party A agrees to purchase from Party B the machines and equipment, and ，Party A and Party B agree a follows: This is the beginning of a technology transfer contract which is used to draw forth the reason and foundation as is put above.Translation：鉴于乙方现拥有机器和设备用于生产_并愿意将机器和设备卖给甲方鉴于甲方同意从乙方购买机器和设备，甲乙双方同意如下：.whereas Party A desires to use the Patented Technology ofParty B to manufacture and sell the Contract Products鉴于甲方希望利用乙方的专利技术制造并销售合同产品2 Whereby Meaning：by the agreement, by the following terms and conditions, usually used in contract or agreement t o draw forth main duties the parties should assume.e.g.： This contract is made in a spirit of friendly cooperation by and between Party A and Party B, whereby Party A shall invite Party B for service as a foreign staff on the terms and conditions stipulated as follows: Translation:甲方和乙方本着友好合作的精神签订本合同,根据合同,甲方聘请乙方为外籍工作人员,合同条款如下: You must feel confused by those old words listed above, right? Thats fine for a beginner. Let me tell you a shortcut to understand them:here stands for this，there stands for that，where stands for what/which. If you can learn this by heart, it is easier for you.2.2 Synonyms and words appear in pairs Using words in pairs is to prevent layers from finding loopholes because of tiny differences between words. It is experience concluded through decades of practices. The using of words in pairs reflects formality and accuracy of law English. In fact, sometimes we just need to comprehend one of the words in a pair while sometimes the two words are emphasizing different aspects. Next we will set some examples to illustrate the use of them in contract, agreement and so on.2.2.1 made and entered into Eg. This contract is hereby made and entered into between Guangdong Jiaxing Industrial Co.,Ltd and Tailong Electronics Co.,Ltd on October 12,2002 in Guangzhou China on the basis of equality and mutual benefit and through amicableTranslation: 广东嘉兴实业有限公司与泰隆电子有限公司在平等互利的基础上，通过友好合作，于2002年12月在中国广州订立本合同。make: to write,creat or prepare sth 写，制定enter into sth ：to begin sth or become involved in sth 开始 ；进入；参与 make a contract & enter into sth have to same meaning :订立2.2.2 by and betweenE.g.: The Contract, made out in Chinese and English, both versions being equally authentic, by and between the Seller and the Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the undermentioned goods subject to terms and conditions set forth hereinafter as follows:Translation: 本合同由买卖双方缔结，用中、英文字写成，两种文体具有同等效力，按照下述条款，卖方同意售出买方同意购进以下商品：“By” indicates the signers of the contract are parties following the word “by” and between means business are done between the parties. Together they indicate that not only the contract are signed by both parties but it also involve both parties benefit .No further parties are involved. These two words are not synonyms but complement each other. 2.2.3 terms and conditions E.g.: authentic, by and between the Seller and the Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the undermentioned goods subject to terms and conditions set forth hereinafter as follows:Translation: 本合同由买卖双方缔结，用中、英文字写成，两种文体具有同等效力，按照下述条款，卖方同意售出买方同意购进以下商品：terms & conditions both means provision, clause or article.2.2.4. null and void null & void both means invalid, of no availE.g.: Thecontractwasdeclarednullandvoidbythecompetentauthority.Translation: 该合同被主管部门宣布为无效2.2.5 fulfill or performEach party to this Agreement shall fulfill or perform anyof the obligations under this Agreement.Translation: 本协议的双方应履行协议规定的义务。 We all know that fulfill perform both mean carry out2.2.6 final and bindingE.g.: The decision by such arbitration shall be accepted as final and binding upon both parties.该仲裁为终局裁决，对双方均有约束力。Nearly every arbitration term in a contract will use this pair： final and binding which means the rule is final decision and restrain both parties. Each party must solve disputes and contradiction according to the rule. 2.2.7 anyandallE.g.partyAfurtherrepresentsandwarrantsthattheLandisfreeandclearofanyandallclaims,charges,easement,encumbrances,lease,covenants,securityinterest,liens, option,pledge,rightsofothers,orrestrictions. Translation: 甲方进一步陈述和保证，该土地不存在任何权利主张、抵押、地役权、权利负担、租约、契约、担保权益、留置权、购买权、质押、他人权利或限制any ：one or some or every or all without specification all: every without any exception Both words mean every and all but one emphasizes individual and one emphasizes the whole body.2.2.8 cease and desistE.g. :Thebillwouldpermitthejudgetoorderthedepartmentoragencytoceaseordesistfromthatdisclosureandtoseekaninjunctionandacivildamagespenaltyforunauthorizeduseafterreceiptoftheorder. Translation:该法案允许法官有权命令某个部门或代理机构停止披露，且可对在接受到该命令之后的未授权使用颁发禁令并对其进行民事处罚。 2.3 Use of terminologyIn contract English, we can find a lot of technical terms which are accepted by people internationally. Those terms can be applied and used universally and can express accurately without obscurity .Frequent use of terminology in contract English is very general so as to show duties each party has to assume and rights they preserve in commercial activities. The selection of contract English words is to ensure accuracy and will not change because most people can not understand or dont want to accept them.2.3.1 Terms of PriceEXW : 工厂交货( 指定地) FCA: 货交承运人( 指定地) FAS： 船边交货 ( 指定装运港) FOB装运港船边交货 ( 指定装运港) CFR 成本加运费 ( 指定目的港)CIF 成本、 保险费加运费 ( 指定目的港) DAF 边境交货 ( 指定地) and so on.2.3.2 . Terms of payment L /C abbreviation of letter of credit 信用证 T/T telegraphic transfer 电汇 Payment in Advance ( 预付货款) Payment after arrival of the Goods( 货到付款) Cash against Documents CAD ( 凭单付现) Remittance Against Documents ( 凭单付汇) 等。Most of those word can be used in abbreviated forms and can achieve conciseness and clearness in a contact.2.3.3 Just like in Chinese, we have polysemous words, so do English words. In English contract, we can find many words express meanings very much different from they do in ordinary usage because they have exclusive and special meaning in English contract. This definitely brings considerable trouble for people doing foreign business and students learning business English. 1 negotiate General meaning: discuss the terms of an arrangement The boundary treaty was negotiated between the two countries.两国间经过谈判达成了边界协议。While in contract English it means 议付 “negotiation bank” doesnt mean “谈判银行”but议付行2 advice :suggestion Maybe I should follow your advice.也许我该听从你的建议。While in contract English it means notify E.g. However in such a case, the Seller shall immediately advise by cable or telex the Buyer of the accident and airmail to the Buyer within15 days after the accident, a certificateTranslation: 但卖方应在事故发生后立即用电报或电传告买方并在事故发生后15天内航空邮寄买方灾害发生地点之有关政府机关或商会所出具的证明，证实灾害存在I am not going to exemplify every word next and just use a table to put the general meaning and contract meaning together for comparison .WordsOrdinary meaningContract meaningWordsOrdinary meaningContract meaningAward奖品，授予裁决Interest利益利息Offer提出报盘Mark标志唛头Royalty忠诚特许权使用费Charge收费赊购Only仅仅整Metals金属五金Grace优雅，恩惠宽限期Clause从句条款Quote引语报盘Rates比例费率Effect效果 影响完成 ， 实现Effect the delivery of goodsEnquire询问询盘Article文章商品号码Lot许多一批货物Renew更新展期Title题目所有权Bear忍受支付Policy政策保单Caption字幕标题Standing地位（财政）情况Difference差别差额Protest抗议海事报告Document文件票据Origin起源原产地2.4 The use of shall & should 2.4.1 Shall Shall lays stress on duties each party should fulfill and legal responsibility they have to assume. Legally, it has very strong tone