英文合同文档

Unit 1 Some language features in the contract documents I The Contract Document is not a literary essay nor a piece of dramatic prose It is a legal documents which the Parties to the Contract shall comply with The language used in the contract documents shall be clear unadorned and legal 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 Examples 1 The Appendix hereto shall through the contract period be deemed to be construed as part of this Contract 2 The first Board meeting shall be convened within one month after the issuance of the Company s business license 3 Permanent Works means the permanent works to be executed in accordance with the Contract 4 The headings and marginal notes in these conditions shall not be deemed part thereof or be taken into consideration in the interpretation or construction thereof or of the Contract 5 If under Clause 31 the employer employ other Contractors on the site he shall require them to have the same regard for safety and avoidance of danger 6 The submission to and consent by the Engineer of such programs or the provision of such general descriptions or cash flow estimates shall not relieve the Contractor of any of his duties or responsibilities under the Contract 7 The Chairman may convene an interim meeting in accordance with a proposal made by one third of the total number of directors II Another language feature is that an expression may contain two synonyms or more repeating each other in meaning avoid possible misunderstanding Examples The headings and marginal notes in these conditions shall not be deemed part thereof of be taken into consideration in the interpretations or construction thereof or of the Contract This agreement is made and entered into by and between Party A and Party B The Contractor shall without limiting his or the Employer s obligations and responsibilities under Clause 20 insure the Works together with material s and plant for incorporation therein to the full replacement cost Party A shall no longer be responsible for keeping secret and confidential the part already published 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 The Parties to this contract shall fulfill or perform any of the obligations under this Contract Any such consent shall not relive the Contractor from any liability or obligation under the Contract If the Contractor shall duly perform and observe all the terms provisions conditions and stipulations of the said Contract this obligation shall be null and void but otherwise shall be and remain in full force and effect III 外语与相关的专业知识和国际法知识相结合 Examples The Engineer shall have authority to issue to the contractor from time to time such supplementary Drawings and instructions as shall be necessary for the purpose of the proper and adequate execution and completion of the works and remedying of any defects therein In the event of a Subcontractor having undertaken towards the Contractor in respect of the Works executed or the goods materials plant or services supplied by such Subcontractor any continuing obligation extending for a period exceeding that of the Defects Liability Period under the Contract the Contract shall at any time the expiration of such Period assign to the Employer at the Employer s request and cost the benefit of such obligation for the inexpiration duration thereof In the event that the stated time proves to be insufficient the Employer may ask Tenderers to extend the period of validity of their Tenders for a further named period Unit 2 Structures of International Business Contract Preamble of a Contract 国际商务合同的前言部分 在合同上被称为 合同的效力条款 validity clauses of Contract 是合同生效的基本条件 在法律上具有重要的意义 其主 要内容为 1 合同的名称 主要写明合同的准确名称 如 售货确认书 Sales Confirmation 中外合资经营企业合同 Contract for Sino foreign Joint Ventures 等 2 合同各方名称及法定地址 合同各方的名称第一次在合同中出现时一定 要写全名 不能缩写 只有在后面重复出现时才能用简称 简称甲方或 乙方 买方或卖方 hereinafter referred to as hereinafter called Party A or Party B the Buyer or the Seller 等 法定地址 主要指营业地 住所地 即载明合同当事人的名称或者姓名 国籍主营业务或者住所 the corporate or personal names of the parties to the contract and their nationalities principal places of business or residential addresses etc 3 订约日期及地点 the date and place of signing of the contract 订约日期和地点是关系到合同 发生纠纷时适用于法律的问题 必须写明 4 合同双方法律关系 主要是明确了当事人全 称后 指明谁是买方谁是卖方 或出让方 受让 方 贷款人等 5 合同订约的词句 如 双方同意按以下条款 及条件买卖下列货物 Both parties agree to buy and sell the following commodities according to the terms and conditions stipulated below II 合同的正文 Main Body of a Contract 合同的正文是合同的主干部分 是合同的实质性条款 包括除了合同前言和合同结尾的所有合同条款部分 具体细则如下 合同的种类与合同的范围 Type of Contract and Scope of the Object in the Contract 合同价格 支付金额 支付方式和各种附带的费 用 The Contract Price Amount Method of Payment Other Various Incidental Charges 这部分内容实质上由两部分组成 即价格条款和 支付条款 合同的转让条件 The Conditions for the Assignment of Contract 合同转让实质上是一种特殊的合同变更 即合同 条款的一方将合同中的权利或义务的全部或部分 转让给合同另一方或合同以外的第三方 是主体 的变更 在起草这部分内容时 可以明确约定合 同可以转让以及转让合同的条件和程序 但这些 约定必须依法进行 违反合同的赔偿及责任 Liability to Pay Compensation and other Liabilities for Breach of Contract 违反涉外合同的责任是指涉外合同的当事人不履 行合同 不完全履行合同 不符合双方在合同中 约定的条件时 依有关法律的规定或合同的约定 应当承担的赔偿责任或其它经济责任 合同发生争议时的解决方法 The Ways for Setting Contract Disputes 涉外合同一旦发生争议 解决的方法有和解 conciliation 调解 mediation 仲裁 arbitration 和诉讼 litigation 在起草合同 时 应明确约定争议的解决方法 而不同的解决 方法将导致不同的法律后果 为解决重大争议 涉外商务合同都有仲裁条款 一般包括仲裁地点 仲裁机构 仲裁程序 仲裁员的组成 仲裁费的 负担和仲裁裁决的权威性等细则规定 和解和解 在法律上 指诉讼当事人之间为处理和结 束诉讼而达成的解决争议问题的妥协或协议 也指当事人在自愿互谅的基础上 就已经发生 的争议进行协商并达成协议 自行解决争议的 一种方式 一般来说 和解的结果是撤回起诉或 中止诉讼而无需判决 在这种情况下 和解作为 当事人之间有约束力的契约 可以防止重新提出 诉讼 当事人双方也可以将和解的条款写入一 个协议判决 由法院记录在卷 调解调解 是指双方当事人以外的第三者 以国家 法律 法规和政策以及社会公德为依据 对纠 纷双方进行疏导 劝说 促使他们相互谅解 进行协商 自愿达成协议 解决纠纷的活动 仲裁仲裁 仲裁是指买卖双方达成协议 自愿将有 关争议交给双方同意的仲裁机构进行裁决的方 式 仲裁裁决是终局性的 对双方都有约束力 双方必须执行 仲裁协议有两种形式 一种是 在争议发生之前订立的 它通常作为合同中的 一项仲裁条款出现 另一种是在争议之后订立 的 它是把已经发生的争议提交给仲裁的协议 这两种形式的仲裁协议 其法律效力是相同的 保险条款 Insurance Clause 不可抗力条款 Force Majeure 合同的有效期限 A Period of Validity for the Contract III 合同的结尾 Final Clauses 合同的结尾 也称为合同最后条款 写在合同的结尾 部分 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 除了明确使用的文字及其效 力外 有时还应订立对合同进行修改或补充的内容 1 合同使用的文字及其效力 The Language Used in the Contract Thereafter thereby therefrom therein thereinafter thereinbefore thereon thereof thereunder thereupon therewith whereas whereby wherein whereof whereon etc Lesson one Hereby Hereby by means of by reason of this Passage 1 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 or such other sum as may become payable under the provisions of the Contract at the tomes and in the manner prescribed by the Contract Passage 2 We hereby certify to the best of our knowledge that the foregoing statement is true and correct and all available information and data have been supplied herein and that we agree to show you documentary proof upon your request Passage 3 This Contract is made and signed in on by and between hereinafter referred to as the Seller and hereinafter referred to as the Buyer The Buyer hereby orders from the Seller the following goods subject to the following conditions Passage 4 With reference to the Lease Agreement No LA123 signed by and between your goodselves and AA Plant Zhanjiang hereinafter referred to as the Lessee on October 15 1997 we hereby establish in your favor at the request of the Lessee an Irrevocable Letter of Guarantee No BCZ456 for an amount not exceeding JY say Japanese Yen only Lesson 2 Hereinafter Hereinafter later in the same Contract Passage 1 In accordance with the Law of the People s Republic of China on Chinese Foreign Equity Joint Ventures and the Contract signed by and between Co hereinafter referred to as Party A and co hereinafter referred to as Party B the articles of association hereby is formulated Passage 2 hereinafter called the Buyer on the one hand and hereinafter called the Seller on the other hand hereby agree to sign and conclude this Contract hereinafter called the Contract in accordance with the terms and conditions as follows Passage 3 Such notice shall establish the entitlement of the Party giving the same to commence arbitration as hereinafter provided as to such dispute and subject to sub clause 67 4 no arbitration in respect thereof may be commenced unless such notice is given Lesson 3 Therein Therein in that in that particular context in that respect Passage 1 All operation necessary for the execution and completion of the Works and the remedying of defects therein shall so far as compliance with the requirements of the Contract permits be carried on as not to interfere unnecessarily or improperly with Passage 2 In case of default on the part of the Contractor in carrying out such instruction within the time specified therein or if none within a reasonable time the Employer shall be entitled to employ and pay other persons to carry out the same and all cost consequent thereon or incidental thereto shall after due consultation with the Employer and the Contractor be determined by the Engineer and shall be recoverable from the Contractor by the Employer and may be deducted by the Employer from any monies due or to become due to the Contractor and the Engineer shall notify the Contractor accordingly with a copy to the Employer Passage 3 Temporary Woks means all temporary works of every kind other than Contractor s Equipment required in or about the execution and completion of the Works and the remedying of any defects therein Lesson 4 Thereof Thereof of that of it Passage 1 The headings and marginal notes in these conditions shall not be deemed part thereof or be taken into consideration in the interpretation or construction thereof or of the Contract Passage 2 Arbitration All disputes in connection with the Contract or arising in the execution thereof shall first be settled amicably by negotiation In case no settlement can be reached the case under dispute may then be submitted for arbitration Passage 3 Time for Completion means the time for completing the execution of and passing the Test on Completion of Works or any Section or part thereof as stated in Contract or as extended under Clause 44 calculated from the Commencement Date Lesson 5 Hereof Hereof of this Passage 1 In case Party A shall decide not to continue the progress of Works this Contract shall be terminated under Article 10 hereof Passage 2 Time limit for completion The Work hereof shall be commenced in compliance with the construction Work of Party A s plant and shall be completed within thirty days after the completion of construction Works of Party A s plant including the completion of inner part of the plant when the plant is in condition that trial run for air conditioning mechanism is possible Passage 3 Foreign trade dealers as mentioned in this Law shall cover the legal entities and other organizations engaged in foreign trade dealings in accordance with the terms conditions and provisions hereof Passage 4 Unfair competition in this Law refers to acts of operators which contravene the provisions hereof with a result of damaging the lawful rights and interests of other operators and disturbing the socio economic order Lesson 6 Hereto Hereto to this Passage 1 The form of this Contract This Contract shall be in duplicate to be held each by the Parties hereto and shall have two copies each kept by the Parties hereto for record Passage 2 The total amount of investment of this Joint Company is USD 800000 Eight Hundred Thousand US Dollars Only When necessary in the future the parties hereto shall pay additional amount of capital to the joint venture in accordance with their respective contributing ratio or new contribution ratio agreed by the Parties hereto Passage 3 This Contract shall be written in English and Chinese languages in quadruplicate both texts being equally authentic and Parties hereto shall hold two copies of each text Lesson 7 Herein Herein in this Passage 1 The procedures contained herein shall be followed by the concerned agencies of the People s Republic of China PRC responsible for the implementation of Bank supported projects Passage 2 In the event Party B shall have to abandon any part of the completed Works or any part of the materials transmitted to the location of Works owing to amendment of construction project by Party A Party A shall after having duly received the Works pay for such completed Works or such material abandoned as per the unit price specified herein to the Party B Passage 3 Foreign trade dealers as mentioned herein shall cover the legal entities and other organizations engaged in foreign trade dealings in accordance with the provisions of this Law Lesson 8 Thereafter thereto therewith Thereafter after that Thereto to that Therewith with that Passage 1 The exercise of any of the rights granted to the Buyer under Clause 5 shall not prejudice or affect any such right of action or remedy as shall have accrued or shall accrue thereafter to the Buyer Passage 2 Instructions for the issuance of credits the credits themselves instructions for any amendments thereto and the amendments themselves shall be complete and precise In order to guard against confusion and misunderstanding banks shall discourage any attempt to include excessive detail in the credit or in any amendment thereto Passage 3 The Engineer may if in his opinion it is necessary or desirable issue an instruction that any varied work shall be executed on a daywork basis The Contractor shall then be paid for such varied work under the terms set out in the daywork schedule include in the contract and at the rates and prices affixed thereto by him in Tender Passage 4 The Contractor shall be deemed to have inspected and examined the Site and its surroundings and information available in connection therewith and to have satisfied himself so far as is practicable having regard to considerations of cost and time before submitting his Tender as to a the form and nature thereof including the sub surface conditions Unit 4 Lesson 1 Contracts and Law Documents require the use of special terminology The followings are some of the special words used in this type of writing whereas witness inwitness whereof in consideration of now therefore now these presents in the presence of and Know All Men by These Presents the undersigned etc Lesson 1 Whereas Whereas considering that Passage 1 Whereas the Contractor by an Agreement made between the Employer of the one part and the Contractor of the other part has entered into a Contract hereinafter called the said Contract to execute and complete certain Works and remedy any defects therein in accordance with the provisions of the said Contract Passage 2 Whereas the Employer is desirous that certain Works shall be executed by the Contractor viz and has accepted a Tender by the Contractor for the execution and completion of such Works and the remedying of any defects therein Passage 3 Whereas the first Party is willing to employ the second Party and the second Party agrees to do as the first Party s Engineer in Bamako it is hereby mutually agreed as follows Passage 4 Whereas Party A and Party B adhering to the principle of equality and mutual benefit and through friendly consultation agree to jointly invest to establish a new venture company in china hereinafter referred to as New Company The Contract hereunder is worked out Lesson 2 In Witness Whereof Whereby In Witness Whereof in Testimony Whereof Whereby by the agreement by the following terms and conditions etc Passage 1 In Witness Whereof the Parties hereto have caused this Agreement to be executed on the day and year first before written in accordance with their respective laws Passage 2 In Testimony Whereof we have hereto signed this Document on accepted on Passage 3 This Agreement is made and entered into by and between the China National Industrial Products Import and Export Corporation hereinafter called the Supplier and ABC Company hereinafter called the Distributor whereby the Supplier agrees to grant the Distributor the exclusive right to sell the Products in the Territory in accordance with the terms and conditions stipulated as follows Passage 4 This Agreement is made and concluded by and between AA Corporation hereinafter called Party A and BB Company hereinafter called Party B whereby the Parties hereto agree to enter into the compensation trade under the terms and conditions set forth below Lesson 3 Know All Men by theses presents Undersigned Now Therefore Passage 1 Know All Men by theses presents that we bank s name having our registered office at hereinafter called the Bank will be bound unto the Owner s name in the sum of for payment well and truly to be made to the said Owner the Bank will bind itself its successors and assigns by theses presents Passage 2 The undersigned Seller and Buyer have agreed to close the following transactions in accordance with the terms and conditions stipulated as following Passage 3 And Whereas we have agreed to give the Contractor such Bank Guarantee Now Therefore we hereby affirm that we are the Guarantor and responsible to you on behalf of the Contractor up to a total of amount of guarantee in words such sum being payable in types and proportions of currencies in which the Contract is payable and we undertake to pay you upon your first written demand and without cavil or argument any sum or sums within the limits of amount of guarantee as aforesaid without your needing to prove or to show grounds or reasons for your demand for the sum specified therein Unit 5 Phrases In formal and legal papers the formal and legal words and phrases are used to keep the meaning more accurately such as in accordance with In respect of Provided that in question and sometimes an expression may contain two words that repeat each other in meaning to put the matter more clearly such as unless otherwise