英语合同的用词特点.doc

1 英语合同的用词特点 Formal term 合同英语的用词极其考究 具有特定性 要求选词专业化 professional 正式 formal 准确 accurate 具体体现在下列方面 1 May shall must may not 或 shall not 的使用 May shall must may not 或 shall not 对学过英语的人再熟悉不过 但在合同中 用这些词时要极其谨慎 权利义务的约见定部分构成了合同的主体 这几个词如 选用不当 可能会引起纠纷 may 旨在约定当事人的权利 可以做什么 Shall 约定当事人的义务 应当做什 么时候 must 用于强制性义务 必须做什么 may not 或 shall not 用于禁止性 义务 不得做什么 May do 不能说成 can do shall do 不能说成 should do 或 ought to do may not do 在美国一些法律文件可以用shall not 但绝不能 用 can not do 或 must not 例如 在约定解决争议的途径时的 可以说 The parties hereto shall first of all settle any dispute arising from or in connection with the contract by friendly negotiations Should such negotiations fail such dispute may be referred to the People s Court having jurisdiction on such dispute for settlement in the absence of any arbitration clause in the disputed contract or in default of agreement reached after such dispute occurs 本句中的 shall 和 may 表达准确 出现争议后应当先行协商 所以采用了义务性 约定 如果协商解决不了 作为当事人的权利 用选择性约定 may 也很妥当 2 如果 may 和 shall 调换位置会怎么样 前半句的 shall 换用 may 后 意思变成 了当事人可以通过协商解决 意思上说得过去 但后半句的 may 换用 shall 后 变成了应当诉讼解决 好象一出事 就要先见官 这就有些不友好了 本句可译 双方首先应通过友好协商 解决因合同而发生的或与合同有关的争议 如果协商未果 合同中又无仲裁条款约定或争议发生后未就仲裁达成协方的 可 将争议提交有管辖权的人民法院解决 2 正式用语 formal term 合同英语有着严肃的风格 与其它英语作品有很大不同 例如 因为 的短语多用 by virtue of 远远多于 due to 一般不用 because of 财务年度末 一般用 at the close of the fiscal year 而不用 in the end of the fiscal year 在 之前 一般用 prior to 而不用 before 关于 常用 as regards concerning 或 relating to 而不会用 about 事实上 用 in effect 而不用 in fact 开始 用 commencement 而不用 start 或 begin 停止做 用 cease to do 而不用 stop to do 何时开会并由某某主持 的表述为 The meeting shall be convened and presided by sb 其中 召开 不用 hold 或 call 而用 convene 主持 不用 chair 或 be in charge of 而用 preside 其他事项 用 miscellaneous 而不用 other matters events 理解合同 用 construe a contract 或 comprehend a contract 而不用 understand a contract 认为 用 deem 用 consider 少 不用 think 或 believe 愿意做 用 intend to do 或 desire to do 而不用 want to do wish to do 用词专业 Technical Terms 合同用词不以大众是否理解和接受为转移 它是合同语言准确表达的保障 如合 同出现的 瑕疵 救济 不可抗力 管辖 损毁 灭失 等就可能让非行业人士 3 费解 在英语以上表达分别为 defect remedy force majere Act of God jurisdiction damage and or loss 另外几乎每个合同都少不了 hereinafter referred to as whereas in witness whereof for and on behalf of hereby thereof 等 虚词 这也是合同英语的一大特色 其它例子还有 赔偿 用 indemnities 而不用 compensation 不动产转让 用 conveyance 而不用 transfer of real estate 房屋出租 用 tenancy 而 财产出租 用 lease of property 停业 用 wind up a business 或 cease 名词是 cessation a business 而不用 end stop a business 专利许可中的 特许权使用费 只用 royalties 还款或专利申请的 宽限期 英文 grace 当事人在破产中的和解 用 composition 以实物出资为 investment in kind 依照合同相关规定 一般说 pursuant to provisions contained herein 或 as provided herein 等 不说 according to relevant terms and conditions in the contract 合同任何一方当事人不得转让本合同 英文表述为 Neither party hereto may assign this contract 其中 hereto 表示 to the contract 选用 Neither party to the contract 较少 3 同义词 近义词 相关词的序列 FOR value RECEIVED the undersigned does hereby sell transfer assign and set over to all his right title and interest in and to a certain contract dated 4 by and between the undersigned and a copy of which is annexed hereto 在这里的同义词和近义词并列 如 sell transfer assign and set over right 和 tile and interest 在英文合同里十分普遍 这是出于严谨和杜绝漏洞的考虑 有的也 属于合同用语的固定模式 如 This agreement is made and entered into by and between ABC Company hereinafter referred to as Party A and Party B 句中 made and entered into 和 by and between 两组分别属于同义词和相关词并列 For and in consideration of mutual covenants and agreements contained herein the parties hereby covenant and agree as follows 句中 for and in consideration of covenants and agreements 三组同义司和近义词并列 The parties have agreed to vary the Management on the terms and subject to the conditions contained herein 这里的 on the terms 和 subject to the conditions 是一个意思都表示 依照本协议的条款规定 合同条款的固定模式是 terms and conditions 再例如 Party A wishes to be released and discharged from agreement as from the feective date 一句中的 realease 和 discharge 意思几乎相同 并列的词还有 ships and vessels support and maintenance licenses and permits charges fees costs and expenses any and all any duties obligations or liabilities the partners their heirs successors and assigns control and management of the partnership 5 applicable laws regulations decrees directives and rules 4 拉丁词 在国外合同中 拉丁词仍然是很常见 比例税率 用 pro rate tax rate 要比 proportional tax rate 多 从事慈善性服务的律师 pro bono lawyer 不怎么用 lawyer engaged in charitable legal assistance 委托代理人 多用agent ad litem 不可抗力 force majuere 常用语言 1 本合同用英文和中文两种文字写成 一 式四份 双方执英文本和中文本各一式 两份 两种文字具有同等效力 The contract is made out in English and Chinese languages in quadruplicate both texts being equally authentic and each Party shall hold two copies of each text 2 本合同由双方代表于 1999 年 12 月 9 日签 订 合同签订后 由各方分别向本国政府当 局申请批准 以最后一方的批准日期为本合 同的生效日期 双方应力争在 60 天内获得 6 批准 用电传通知对方 并用信件确认 若 本合同自签字之日起 6 个月仍不能生效 双方有权解除本合同 This contract is signed by the authorized representatives of both parties on Dec 9 1999 After signing the contract both parties shall apply to their respective Government Authorities for ratification The date of ratification last obtained shall be taken as the effective date of the Contract Both parties shall exert their utmost efforts to obtain the ratification within 60 days and shall advise the other party by telex and thereafter send a registered letter for confirmation 3 本合同有效期从合同生效之日算起共 10 年 有效期满后 本合同自动失效 The contract shall be valid for 10 years from the effective date of the contract on the expiry of the validity term of contract the contract shall automatically become null and void 4 本合同期限届满时 双方发生的未了债权 和债务不受合同期满的影响 债务人应向债 权人继续偿付未了债务 The outstanding 未了的 claims and 7 liabilities 债权和债务 existing between both parties on the expiry of the validity of the contract shall not be influenced by the expiration of this contract The debtor shall be kept liable until the debtor fully pays up his debts to the creditor 附上商务英语常用词汇 Agreement and contract 协议与合同 agency agreement 代理协议 agreement on general terms and conditions on business 一般经营交易条件的协议 agreement on loan facilities up to a given amount 商定借款协议 agreement fixing price 共同定价协议 agreement on import licensing procedure 进口许可证手续协议 agreement on reinsurance 分保协议 agreement to resell 转售协议 bilateral agreement 双边协议 bilateral trade agreement 双边贸易协议 commercial agreement 商业协定 compensation trade agreement 补偿贸易协议 distributorship agreement 销售协议 exclusive distributorship agreement 独家销售协议 guarantee agreement 担保协议 8 international trade agreement 国际贸易协议 joint venture agreement 合营协议 licensing agreement 许可证协议 loan agreement 贷款协议 management agreement 经营管理协议 multilateral trade agreement 多边贸易协议 operating agreement 经营协议 partnership agreement 合伙契约 supply agreement 供货合同 trade agreement 贸易协议 written contract 书面协议 ad referendum contract 暂定合同 agency contract 代理合同 barter contract 易货合同 binding contract 有约束力合 blank form contact 空白合同 commercial contract 商业合同 compensation trade contact 补偿贸易合同 cross licence contract 互换许可证合同 exclusive licence contract 独家许可证合同 Ex contract 由于合同 Export contract 出口合同 Firm sale contact 确定的销售合同 9 Formal contract 正式合同 Forward contract 期货合同 Illegal contract 非法合同 Import contract 进口合同 Indirect contract 间接合同 Installment contract 分期合同 International trade contract 国际贸易合同 There is an arbitration clause in the contract or insurance clause inspection clause shipping clause 这是合同中的一项仲裁条款 或 保险条款 检验条款 装运条款等 We sincerely hope that both quality and quantity are in conformity with the contract stipulations 我们真诚希望质量 数量都与合同规定相吻合 The contract states that the supplier will be charged a penalty if there is a delay in delivery 合同规定如果供货商延误交货期 将被罚款 The contract comes into effect today we can t go back on our word now 合同已于今日生效 我们不能反悔了 Once the contract is approved by the Chinese government it is legally binding upon both parties 合同一经中国政府批准 对双方就有了法律约束力 We always carry out the terms of our contract to the letter and stand by what we say 10 我们坚持重合同 守信用 You have no grounds for backing out of the contract 你们没有正当理由背弃合同 In case one party fails to carry out the contract the other party is entitled to cancel the contract 如果一方不执行合同 另一方有权撤消该合同 This contract will come into force as soon as it is signed by two parties 合同一经双方签定即生效 Are you worrying about the non execution of the contract and non payment on our part 你是否担心我们不履行合同或者拒不付款 You cannot cancel the contract without first securing our agreement 如果没有事先征得我们同意 你们不能 取消合同 We signed a contract for medicines 我们签订了一份药品合同 A Japanese company and SINOCHEM have entered into a new contract 中国化工进出口总公司已经和日本一家公司签订了一份新合同 I know we the seller should draw up a contract and the buyer has to sign it 我们知道我们 卖方 应该拟出一份合同 买方必须签署合同 We both want to sign a contract and we have to make some concessions to do it 我们都想签合同 因此双方都要做些让步 Our current contract is about to expire and we ll need to discuss a new one 欧文们现有合同快要期满了 需要再谈一个新合同 11 We ought to clear up problems arising from the old contract 我们应该清理一下老合同中出现的问题 Do you always make out a contract for every deal 每笔交易都需要订一份合同吗 These are two originals of the contract we prepared 这是我们准备好的两份合同正本 We enclose our sales contract No 45 in duplicate 附上我们第 45 号销售合同一式两份 May I refer you to the contract stipulation about packing or shipping 请您看看合同中有关包装 装运 的规定 Contract agreement letter of intent LOI memorandum of understanding MOU 12 CONTRACT No Xinjiang Date 十二月 30 2019 THE BUYER THE SELLER This contract is made by and between the Buyer and the Seller whereby the Buyer agrees to buy and the Seller agrees to sell the under mentioned commodity according to the terms and conditions stipulated below 1 ITEMCOMMODITIES SPECIFICATIONSUNITQUAN UNIT PRICE TOTAL AMOUNT TOTAL VALUE US Dollars 2 COUNTRY OF ORIGIN AND MANUFACTURERS 3 PACKING To be packed in new strong wooden case s or in carton s suitable for long distance ocean parcel post air freight transportation and to change of climate well protected against rough handling moisture rain corrosion shocks and frozen 13 The Seller shall be liable for any damage and loss of the commodity and expenses incurred on account of improper packing and for any rust attributable to inadequate or improper protective measures taken by the Seller in regard to the packing One full set service and operation instructions concerned shall be enclosed in the case s 4 SHIPPING MARK The Seller shall mark on the four adjacent sides of each package with fadeless painting the package number gross weight net weight measurement Contract No port of destination and the wordings KEEP AWAY FROM MOISTURE HANDLE WITH CARE THIS SIDE UP the lifting position gravity center and the shipping mark 5 TIME OF SHIPMENT Within 10 weeks after contract effectiveness 6 PORT OF SHIPMENT Xingang China 7 PORT OF DESTINATION Port Xingang China Consignee 8 INSURANCE Under FOB CFR and FCA CPT terms insurance to be covered by the Buyer after shipment Under CIF and CIP terms insurance shall be effected by the Seller with the Buyer as the beneficiary for 110 of invoice value of the goods shipped against all risks 9 PAYMENT 9 1 All payments to be made by the Buyer to the Seller or by the Seller to the Buyer under the present contract shall be made by telegraphic transfer or by irrevocable letter of credit In case of any payment by the Buyer the payment shall be effected through a Bank to Seller s Bank for the account of the Seller In case of any payment by the Seller the payment shall be made through Seller s Bank to a Bank for the Buyer s account 9 2 100 of the total Contract value of equipment shall be paid by the Buyer to the Seller by an irrevocable letter of credit the L C will be issued 30 days before the date of shipment and effected after the Seller submits all shipping document required in Clause 10 of the present Contract to the buyer s Bank through Seller s Bank The letter of credit shall be valid until the 15th day after the last shipment is effect 9 3 In case the Seller is liable for paying to the Buyer the penalty and or compensation under the present Contract the Buyer shall have the right to deduct it from any the above said payment 9 4 The Banking charges of both parties incurred in U S A for the execution of the present Contract shall be borne by the Buyer and those incurred outside U S A shall be borne by the Seller 10 DOCUMENTS 1 Bill of Lading Airway Bill a In case of sea freight Three original clean on board ocean bills of lading marked Freight to Collect FOB Freight Prepaid CIF and CFR Contract No and shipping mark made out to order and blank endorsed the consignee with typing its complete address and telephone number Consignee b In case of air freight One original and one copy of airway bill marked Freight to Collect FCA Freight Prepaid CIP and CPT Contract No and shipping marks and consigned to the Buyer 2 Invoice signed in 5 originals indicating Contract No and shipping mark In case of more than one shipping mark the invoice shall be issued separately made out in details as per the relative contract 3 Packing List in 2 originals and 2 copies issued by the manufacturer with indication of shipping weight number of package and date of corresponding invoice 4 Two copies of Certificate s of Quality and Quantity issued by the manufacturer 14 5 One copy of fax to the Buyer advising particulars of shipment immediately after shipment is made as per the stipulations of Clause 12 2 In addition the Seller shall within 7 days after shipment send by registered airmail one set of the aforesaid documents with the exception of Item 5 directly to the Buyer 6 In case of CIF Terms Insurance Policy or Certificate in one original and two copies covering 110 of invoice value against All RISKS 7 One copy of export license issued by the Government if necessary Certificate of Origin in one original and two copies Sight draft in 2 copies 8 The Seller must submit the originals of following documents to the Buyer by COURIER before the arrival of shipment a If the coniferous woods are used for packaging including pallets stow woods chuck support and so on a qualified phytosanitary certificate issued by the government authority of the export country or region b If the packing materials are made of non coniferous woods a statement of non coniferous issued by the exporter c If the packages are not wooden materials a statement of non wooden materials packing issued by the exporter d In case the statement or phytosanitary certificate is not in accordance with facts which is found by sampling inspection made by the Chinese inspection and quarantine organization or the required documents are not provided with the shipment the Seller shall bear all expenses and consequences incurred thereof 9 The number and contents of the documents shall be complete and correct If the Buyer fails to pass the Customs and take over the goods in time due to the Seller not having provided the documents specified as above all losses shall be borne by the Seller The Consignee s name with its complete address and telephone number must be printed on Bill of Lading or Airway Bill otherwise the Seller shall be responsible for the losses arising therefrom NOTE Except the invoice shipping advise and Irrevocable Letter of Bank Performance Guarantee the contract price shall not be mentioned in any documents 11 SHIPMENT 1 In case of FOB FCA Terms a The Seller shall send the Buyer an advice by fax specified in Clause 12 1 in order for the Buyer to book shipping space b Booking of shipping space shall be attended to by the Buyer or its agent c The Buyer or its agent shall send to the Seller 10 days before the estimated date of arrival of the vessel at the port of shipment a preliminary notice indicating the name of vessel estimated date of loading Contract No for the Seller to arrange shipment The Seller is requested to get in close contact with the Buyer When it becomes necessary to change the carrying vessel or in the event of its arrival having to be advanced or delayed the Buyer or its agent shall advise the Seller in time Should the vessel fail to arrive at the port of loading within 30 days after the arrival date advised by the Buyer the Buyer shall bear the storage and insurance expenses incurred from the 3lst day d The Seller shall be liable for any dead freight or demurrage should it happen that they have failed to have the commodity ready for loading after the carrying vessel has arrived at the port of shipment on time e The Seller shall bear all expenses and risks of the commodity before it passes over the vessel s rail and is released from the tackle After it has passed over the vessel s rail and been released from the tackle all expenses of the commodity shall be for the Buyer s account 2 In case of CFR CPT CIF CIP Terms a The Seller shall ship the goods within the time of shipment from the port of shipment to the port of destination Transshipment is not allowed Whereas transshipment has happened all the expenses and costs occurred thereof shall be borne by the Seller On deck shipment is not allowed The contracted goods shall not be carried by a vessel flying the flag of the country which the Buyer can not accept The age of vessel should not exceed 15 years 15 b In case the goods are to be dispatched by air freight parcel post the Seller shall 30 days before the time of delivery as stipulated in Clause 5 inform the Buyer by fax of the contents specified in Clause 12 1 The Seller shall also immediately after dispatch of the goods advise the Buyer according to the stipulations of Clause 12 2 for the Buyer to arrange insurance and Customs clearance in time 12 SHIPPING ADVICE 1 For the following purposes the Seller shall 40 days before the date of shipment specified in Clause 5 of the Contract advise the Buyer by fax of the Contract No commodity quantity value number of package gross weight measurement and date of readiness at the port of shipment If any package of the weight is above 9 metric tons and dimensions reach or exceed 12 meters in length 2 7 meters in width 3 meters in height the Seller shall advise the Buyer of the weight and measurement of each package 50 days before dispatch of the goods The details of inflammable and dangerous goods if any shall also be indicated a Under Letter of Credit specified in Clause 9 A to request the opening of L C b In case of FOB terms