合同条款常用英文词汇

1、合同条款常用英文词汇 买方buyer 卖方seller 项目名称 Project name 地址 address 电话phone 传真fax 联系人 con tact pers on 本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。 This con tract is made by and betwee n the buyers and sellers, whereby the bu yers agree to buy and the sellers agree to sell the un der-me nti on ed. Commoditie s accord

2、 ing to the terms and con diti ons stipulated below. 1. 详细货物清单 Detail supply list 2. 合同价格 Contract value 序号 item 型号 model 尺寸 size, dimension 数量 amount, unit 单价 unit price 总价total price 备注remark 货物，运费freight, transportation合同总额（含安 装费与税金）Con tract amou nt incl. VATin stallatio n 3. 付款条件 payment condit

3、ions, payment terms 4. 交货地点 delivery place 5. 发货期 delivery time 6. 安装条款 installation clause 7. 验收条款 inspection clause 8. 保证条款 guarantee clause 9. 不可抗拒条款 Force Majeure Clause 10. 违约条款 Breach clause 11. 其他条款 Miscellaneous clause 12. 买卖双方信息 buyer and seller information 此合同一式二份，由双方各持一正本。This contract is

4、 made in two origi nals th at should be held by each party. 涉外合同格式 涉外合同按繁简不同，尽管可以采取不同书面形式，如正式合同(Contract )、协议书 (Agreement)、确认书(Confirmation )、备忘录(Memorandun)、订单(Order)等等， 但是一般都包含如下几个部分： 一、合同名称(Title ) 二、前文(Preamble) 1. 订约日期和地点 Date and place of sig ning 2. 合同当事人及其国籍、主营业所或住所 Signing parties and their

5、 n ati on alities, prin cipal place of bus in ess or res idence addresses 3. 当事人合法依据 Each partys authority ，比如，该公司是按当地法律正式组织而存在的”(a corpo rati on duly orga ni zed and existi ng un der the laws of XXX) 4. 订约缘由/说明条款 Recitals or WHEREAS clause 三、本文(Body) 1. 定义条款(Definition clause ) 2. 基本条款(Basic condit

6、ions) 3. 一般条款(General terms and conditions) a. 合同有效期(Duration ) b. 合同的终止(Termination ) c. 不可抗力(Force Majeure ) d. 合同的让与(Assignment ) e. 仲裁(Arbitration ) f. 适用的法律(Governing law ) g. 诉讼管辖(Jurisdiction ) h. 通知手续(Notice ) i. 合同修改(Amendment j. 其它(Others ) 四、结尾条款(WITNESS clause ) 1. 结尾语，包括份数、使用的文字和效力等(Con

7、cluding sentence ) 2. 签名(Sig nature ) 3. 盖印(Seal) 以上的格式和内容并非一成不变，当事人可以根据各自交易情况做出调整或增删。 合同范本 销售代理合同 Sales Age ncy Agreeme nt 合同号： NO 日期： Date : 为在平等互利的基础上发展贸易，有关方按下列条件签订本协议： This Agreeme nt is en tered into betwee n the parties concerned on the basis o f equality and mutual ben efit to develop bus in

8、 ess on terms and con diti ons mutua| lly agreed upon as follows: 1. 订约人 Contracting Parties 供货人(以下称甲方)： 销售代理人(以下称乙方)： 甲方委托乙方为销售代理人，推销下列商品。 Supplier:( here in after called party A) Age nt: ( here in after called party B) Party A hereby appo int Party B to act as his selli ng age nt to sell the comm

9、odity men ti oned below. 2. 商品名称及数量或金额Commodity and Quantity or Amount 双方约定，乙方在协议有效期内，销售不少于*的商品。 It is mutually agreed that Party B shall un dertake to sell no t less tha n of the aforesaid commodity in the duration of this Agreement. 3. 经销地区Territory 只限在。 In only. 4. 订单的确认 Con firmation of Orders 本

10、协议所规定商品的数量、价格及装运条件等，应在每笔交易中确认，其细目应在双方 签订的销售协议书中作出规定。 The quantities, prices and shipments of the commodities stated in this Agre eme nt shall be con firmed in each tran sact ion, the particulars of which are to b e specified in the Sales Confirmation signed by the two parties hereto. 5. 付款 Payment 订

11、单确认之后，乙方须按照有关确认书所规定的时间开立以甲方为受益人的保兑的、不 可撤销的即期信用证。乙方开出信用证后，应立即通知甲方，以便甲方准备交货。 After con firmati on of the order, Party B shall arra nge to ope n a con firmed, irrevocable L/C available by draft at sight in favour of Party A within the ti me stipulated in the releva nt S/C. Party B shall also no tify Pa

12、rty A immediatel y after L/C is ope ned so that Party A can get prepared for delivery. 6. 佣金 Commissi on 在本协议期满时，若乙方完成了第二款所规定的数额， 甲方应按装运货物所收到的发票 累计总金额付给乙方*%的佣金。 Upon the expiration of the Agreement and Party Bs fullfilment of the total turnover men ti oned in Article 2, Party A shall pay to Party B

13、% commissi on on the basis of the aggregate amount of the in voice value aga inst the shipme nt s effected. 7. 市场情况报告 Reports on Market Conditions 乙方每3个月向甲方提供一次有关当时市场情况和用户意见的详细报告。同时，乙方应 随时向甲方提供其他供应商的类似商品样品及其价格、销售情况和广告资料。 Party B shall forward once every three mon ths to party A detailed reports o n

14、curre nt market con diti ons and of con sumers comme nts. Mean while, Party B shal l,from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising materials. 8. 宣传广告费用 Advertising each Party ARTICLE 2 THE P

15、URPOSE OF THE LOAN: 1. The purpose of this loa n is used for work ing capital turnover. 2. Without written approval of the Lender, the Borrower could not use the l oan out of the scope of the purpose. ARTICLE 3 INTEREST RATE AND CALCULATION OF INTEREST: 1.1 nterest rate: The interest rate shall be *

16、 During the loan term, if the coun trys related authority adjusted the in terest rate or the manner of cal culati on of in terest, the in terest of this con tract shall be adjusted accord ing ly after one year from the date of executi on of this con tract. The adjustme nt shall be con ducted whe n t

17、he in terest rate are executed one y ear.It is not obliged to inform the Borrower when the adjustment of interest. 2. The in terest shall be calculated from the date of first drawdow n and the actual days the borrower use. One year shall be calculated as 360 days. 3. The payme nt of in terests: The

18、Borrower shall pay the in terests per quart er. The payme nt date shall be , and If the payme nt for the last in stallme nt is not on the payme nt date,the in terests shall deduct the in terest from the bank a cco unt of the Borrower. In the event that the Borrower fails to pay the interests on time

19、 and the b ala nce of the acco unt of the Borrower is not eno ugh for the payme nt of in terest, the Lender shall have rights to collect a penalty being * of the outstandi ng amount per day for the Borrowers breach of con tract. ARTICLE 4 OVERDUE INTERESTS AND MISUSING INTERESTS 1. If the Borrower f

20、ails to repay the loa n and can not reach a agreeme nt wi th the Len der regard ing the exte nsion, the Len der shall collect an overdue pena lty for * of the overdue amount per day. 2. If the Borrower fails to uses the loa n in accorda nce with the provisi ons set forth in this con tract, the Len d

21、er shall have right to charge a in terests for the misus ing part at a rate of * per day. ARTICLE 5 ACCOUNT The Borrower shall ope n Reimi nbi basic acco unt an d/or foreig n curre ncy acco unt at the Len der or Len ders branch for the use of draw-dow n, repayme nt,payme nt of in terests and fees. A

22、RTICLE 6 DRAW-DOWN 1. The loa n un der this con tract is revolvi ng, the bala nce of this con tract shall not more tha n the line of credit. 7 2. The Borrower shall send a draw-down application as the form herein attac hed in this contract 7 days before the date of draw-down. 3. The Borrower shall n

23、ot draw the loan less than 1 million. ARTICLE 7 CONDITIONS FOR DRAW-DOWN The following conditions shall be satisfied in advance of the draw-down dat e: 1. The Borrower has opened foreign account and Reiminbi account at the offi ce of the Lender or the branch of the Lender; 2. This contract and the a

24、ppendices have been effective; 3. The Borrower has provided the recognition of the investment or certifica te of the investment to the Lender; 4. The Borrower has provided the board resolution and power of attorney reg arding this loan contract; 5. The Borrower has provided the list and the signatur

25、e sample of the autho rized person who empower to sign this contract and documents; 6. The Guaranty under this contract has been effective; 7. The Borrower has been satisfied the warrants under Article 11 of this co ntract; 8. The other requirement for the draw-down have been satisfied. ARTICLE 8 RE

26、PAYMENT PLAN AND PREPAYMENT 1. The Borrower shall repay the loan in accordance with the status of its c ash. The Borrower shall inform the Lender the payment amount and date * pri or to make the payment. The Borrower shall be obliged to repay the principal an d related interests on due date without

27、any condition. 2. The payment made by the Borrower and the deduction from the account of t he Borrower shall be used for repaying the interest at first and then for repay ing the principal. 3. In the event the Borrower fails to repay the loan, the Lender shall have rights to deduct the debt from the

28、 bank account of the Borrower at the Lender or empower the branches of the Lender to deduct the debt from the bank account of the Borrower at the Lenders branches; 4. The installment of repayment shall not less than 1 million. ARTICLE 9 DEBT CERTIFICATE The Lender shall keep record in the Lenders ac

29、count for the principal,inter ests and fees and other fees of the Borrower under this contract; The above men tioned record and the documentation for the draw-down, repayment and payment of interest is the certificates of the debts between the Borrower and the Lender. ARTICLE 10 GUARANTY 1. （ the Gu

30、arantor ） shall be the guarantor for the loan under this contr act and take jointly liabilities. 2. During the term of this contract, if the guarantors financial status bec ome deteriorated or the liabilities for repayment of debts become weak, the Len der shall have right to request the Borrower ch

31、anges guarantor or provide mortg age and pawn secured for this loan under this contract. ARTICLE 11 REPRESENTATIONS AND WARRANTIES I. The Borrowers represents and warrants as follows: 1. The Borrower is a company duly organized and validly existing under the law of the Peoples Republic of China and

32、has the power and authority to own its property to consummate the transactions contemplated in this contract and join the litigation. The Borrower has the power to handle it assets used in operati on. 2. The Borrower is at its option to sign and perform this contract.It is th e Borrowers true meanin

33、g and has the power to sign this contract and it is not breach it article of association or regulations or contracts. The procedure for signature and performance of this contract has been gone through and fully eff ectiveness. 3. The all documents, materials, reports and certificates provided to the

34、 L ender by the borrower for consummation of this contract is true, real, compete and effective 4. The Borrower shall not conceal the following events which is being happe ned or have been happened which will cause the Lender refuse to extend the loa n: （ 1） The Borrower or the principal executives

35、of the Borrower involve in m aterial events which breach regulations, laws or compensation to others; （ 2） Pending actions and arbitration; （3） The Borrowers debts or proposed debts or liens and other encumbrances; （ 4） The other matters will impact the financial status or abilities of re payment fo

36、r the debts; 。9 （ 5） The Borrower breached contract which is between the Borrower and othe r creditors. II. The Borrower hereby warrants as follows: 1. Using the capital of the loan as usage set forth in this contract, the B orrower will not use the loan as Equity investment; The Borrower will not u

37、se t he capital of the loan invest in security, future, real estate etc. The Borrowe r will not lend to the others privately or involving other maters which is proh ibited by the country. The Borrower will not misusing or appropriation of the l oan. 2. Making payment and related expenses in accordan

38、ce with the provisions se t forth in this contract; 3. Providing updated financial statement or financial bulletin every quarte r; Providing the audited financial report at the first quart of each year; Prov iding operation report, financial report or other files and materials and shall warrant the

39、reality, correct and effectiveness for the files and materials; 4. Any anti-guaranty or other similar documents will not make any impact on the rights and benefits of the Lenders; 5. Accepting the supervision of the Lender, provides assistance and coopera tion for the Lenders supervisions; 6. Will n

40、ot reduce the registration capital; Prior approval from the lender shall be required when the Borrower changes of shareholders and operation mann er （ including but not limited to joint venture, cooperation, jointly cooperatio n; dissolution, closedown, liquidation, transformation; merger; change to

41、 share company, use the housing, machinery or other real assets or trademark, intelle ctual property, Knowhow, landing using rights or other intangible assets to inv est in share company or investment company, trading of operation right or own r ight by contracting, joint operation, trusteeship ） 7.

42、 The Borrower shall inform the Lender and warrants the liability under it s security will not more than net assets of the Borrower when the Borrower guar antee for other party or mortgage its assets. The Borrower warrants that will n ot dispose the assets which will make adverse impact on its abilit

43、y of paying d ebts. 8. The Borrower will not pay the other similar loans prior to the Lender; 9. The Borrower warrants to inform the Lender immediately when the followin g events occurred: （ 1） The event of breach of contract under this contract or other loan or guaranty contracts between the Borrow

44、er and any branches of Bank of China or ot her banks, non-bank financial organization; （ 2） The Borrower changes shareholders or revise the article of associatio n; （ 3） The Borrower suffer difficulties and bad result in financial and oper ation; （ 4） The Borrower involves in material actions or arb

45、itration; 10. The Borrower shall keep sufficient balance for repayment prior * to the due date. 11. The Borrower shall keep its bank transactions regarding income collecti on, sell foreign currency or buy foreign currency ect. Shall be conducted at th e Lender or other branches of the Lender. The tu

46、rn-over for the capital shall s atisfy the demand of the Lender; III. The Borrowers representations and warrants hereunder this contract sha ll be effective even though any mendment, supplements or revised to be made to this contract. ARTICLE 12 REPRESENTATIONS AND WARRANTS OF THE LENDER I. The Lend

47、er represents and warrants as follows: 1. The Lender is a state-owned commercial bank or branch duly organized and validly existing under the law of P.R.C and approved by the Industry and Comme rcial Administration and holds the financial institutions legal person licenses and financial institutions

48、 operation license to be qualified to operate financ ial business. 2. The Lender has taken all necessary action to authorize the execution of this contract and performance of its obligations under this contract. The Lende r is duly authorized to extend this loan. II. The Lender warrants as follows:

49、1. The Lender shall extend the loan in accordance with the provisions set f orth in this Contract. 2. Collect interests in accordance with the regulations of the Peoples Ban k. ARTICLE 13 EVENTS OF BREACH CONTRACT AND SETTLEMENT: I. Settlement of the Borrower breach of contract 1. Event of breach of

50、 contract: （ 1） The Borrower fails to use the loan in accordance with the agreed usag e of the Loan; （ 2） The Borrower fails to repay the due principal and pay the interests, expenses or other payable in accordance with the agreed term of this contract; （ 3） The Borrower breaches the representation

51、and warrants set forth in Ar ticle 11. （4） The Borrower breaches other loan agreements or guaranty agreements or the Guarantor breach the guaranty agreement which may make impact the Borrower to perform the obligations under this contract. （ 5） Conclusive evidence to show that the Borrower lose the

52、capacity of cr edit or during performance of the obligation under this contract, the financial conditions of the Guarantor are seriously deteriorating or other reasons cause d the Guarantor the capacity of credit decline. （ 6） The Borrower breaches the other obligations under this contract. 2. Under

53、 the above circumstances, the Lender shall have right to: （ 1） Request the Borrower to rectify within the period designed by the Len der; （ 2） Cease in extending the loan or cancel the credit; （3） Declare the loan under this contract is due and the Lender shall have right to deduct the outstanding a

54、mount from the account of the Borrower. The Bo rrower shall not appeal against the Lender. （ 4） Declare the loan is due under other loan agreements between the Lende r and the Borrower, request the Borrower to repay the loan principals, interest s, and other expenses. II. The settlement for the Lend

55、er breach of the contract 1. The Lender fails to extend the loan as agreed in this contract without a ny reasons; 2. The Lender breaches the agreed interest rate and collection add interest s or other fees; 3. The Lender breaches the provisions set forth in Article 12; 4. Under the above circumstanc

56、es, the Borrower shall have right to: （ 1） Request the Lender to rectify; （ 2） Repay the loan ahead of time and refuse to pay any compensation for p repayment. ARTICLE 14 DEDUCTION The Borrower shall pay in full for the payment without any counteraction or any condition. ARTICLE 15 ASSIGNMENT OF THE

57、 DEBT AND CREDIT 1. The Borrower shall not assign its right and liability under this contrac t to other third party without any written approval of the Lender; 2. In the event the Borrower assign its right and liability under this cont ract to other third party under the written consent of the Lende

58、r, the third pa rty shall abide this contract without any condition. ARTICLE 16 PERFORMANCE OF OBLIGATION AND WAIVER OF RIGHTS 1. The Borrower is independent contractor under this contract, it will not impact by any other relations between the Borrower with other party except the other provisions se

59、t forth in this contract. 2. The Lender give any extension, toleration, favor to the Borrower or perm it the Borrower to delay of performance any obligation under this contract shal l not impair any rights of the Lender in accordance with this contract and laws, regulation, it shall be deemed to hav

60、e waived its rights under this contract a nd the obligation shall be performed by the Borrower under this contract. ARTICLE 17 AMENDMENT, SUPPLEMENT AND INTERPRETATION OF THE CONTRACT 1. This contract could be amended and supplemented upon the written agreeme nts conclude by the parties. Any a amend