英文合同用语

1、关于英文合同（转） 来源：郑旭江的日志 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 buyers agr ee to buy and the sellers agree to sell the under-mentioned. Com

2、modities according to the terms and conditions stipulated below. 1. 详细货物清单 Detail supply list 2. 合同价格 Con tract value 序号 item 型号 model 尺寸 size, dimension 数量 amount, unit 单价 unit price 总价 total p rice备注remark货物，运费freight, tran sportati on合同总额（含安装费与税金）Con tract a mount in cl. VAT in stallatio n 3. 付款条

3、件 payment conditions, 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。

4、This contract is made in two originals that sho uld 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(Memorandum )、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 signing 2. 合同当事人及其国籍、主营业所或住所 Signing pa

5、rties and their n ati on alities, prin cipal place of bus in ess or reside nce addresse s 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 corporation duly organized and existing under 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(Bas

6、ic conditions) 3. 一般条款(General terms and conditions) a. 合同有效期(Duration ) b. 合同的终止(Term in ation ) 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

7、力等(Concluding 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 Agency Agreement 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 Agreement is entered into between the parties concerned on the basis of equality and mutual ben efit to develop bus in

8、 ess on terms and con diti ons mutually agreed upon as fo llows: 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 commo

9、dity menti 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 undertake to sell not less than of the afo resaid commodity in the duration of this Agreement. 3. 经销地区Territory 只限在。 In only. 4. 订单的确认 Confirmation of Orders 本协议所规定商

10、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 Agreement shal l be con firmed in each tran sacti on, the particulars of which are to be specified in the Sale s Confirmation signed by the two parties hereto. 5. 付款 Payme nt 订单确认之后，

11、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 arrange to ope n a con firmed, irrevocabl e L/C available by draft at sight in favour of Party A within the time stipulated in the relev ant S/C. Party B shall also notify Party A im

12、mediately after L/C is opened 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 me n ti oned in Article 2, Party A shall pay to Party B % commissi

13、 on on the basis of the aggregate amount of the in voice value aga inst the shipme nts 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 on curre nt mar

14、ket conditions and of consumers comments. Meanwhile, Party B shall,from time to tim e, send to party A samples of similar commodities offered by other suppliers, together wit h their prices, sales information and advertising materials. 8. 宣传广告费用 Advertising each Party shall h ave one copy. 借贷合同英文范本

15、LOAN CONTRACT Con tract Number: BORROWER: Address: LENDER: Address: In accorda nee with provisi ons of Con tract Law of the Peoples Republic of Chi na and Bank of China, after reviewing the status and the request of the Borrower, the Lender agre es to grant the Borrower a line of credit on . The Bor

16、rower, Lender and Guarantor, throu gh frien dly n egotiatio n, have executed this Con tract as follows: ARTICLE 1 CURRENCY, AMOUNT AND TERM OF THE LOAN: 1. The Currency under this loan is Reiminbi. 2. The Line of the loan is yuan. 3. The period of this loa n is 12 mon ths from the date of effect ive

17、n ess of this con trac t. ARTICLE 2 THE PURPOSE OF THE LOAN: 1. The purpose of this loa n is used for work ing capital tur no ver. 2. Without written approval of the Lender, the Borrower could not use the loan out of the scope of the purpose. ARTICLE 3 INTEREST RATE AND CALCULATION OF INTEREST: 1. I

18、nterest rate: The interest rate shall be * During the loan term, if the countrys related authority adjusted the interest rate or the manner of calculation of interest, the int erest of this con tract shall be adjusted accord in gly after one year from the date of executi on of this con tract. The ad

19、justme nt shall be con ducted whe n the in terest rate are executed one year.It is not obliged to inform the Borrower when the adjustment of interest. 2. The interest shall be calculated from the date of first drawdown and the actual da ys the borrower use. One year shall be calculated as 360 days.

20、3. The payment of interests: The Borrower shall pay the interests per quarter. The pa yment date shall be , and If the payment for the last installment is not on the payment d ate,the interests shall deduct the interest from the bank account of the Borrower. In the event that the Borrower fails to p

21、ay the interests on time and the balance of t he acco unt of the Borrower is not eno ugh for the payme nt of in terest, the Len der shall h ave rights to collect a penalty being * of the outstanding amount per day for the Borr owers breach of con tract. ARTICLE 4 OVERDUE INTERESTS AND MISUSING INTER

22、ESTS 1. If the Borrower fails to repay the loan and can not reach a agreement with the L ender regarding the extension, the Lender shall collect an overdue penalty for * of the overdue amount per day. 2. If the Borrower fails to uses the loan in accordance with the provisions set forth i n this con

23、tract, the Len der 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 open Reiminbi basic account and/or foreign currency account at t he Lender or Lenders branch for the use of draw-down, repayment,payment of interests an d fe

24、es. ARTICLE 6 DRAW-DOWN 1. The loa n un der this con tract is revolvi ng, the bala nce of this con tract shall not mo re than the line of credit. 2. The Borrower shall send a draw-down application as the form herein attached in t his con tract 7 days before the date of draw-dow n. 3. The Borrower sh

25、all not draw the loan less than 1 million. ARTICLE 7 CONDITIONS FOR DRAW-DOWN The following conditions shall be satisfied in advanee of the draw-down date: 1. The Borrower has opened foreign account and Reiminbi account at the office of th e Lender or the branch of the Lender; 2. This con tract and

26、the appe ndices have bee n effective; 3. The Borrower has provided the recognition of the investment or certificate of the i nvestment to the Lender; 4. The Borrower has provided the board resolution and power of attorney regarding t his loa n con tract; 5. The Borrower has provided the list and the

27、 sig nature sample of the authorized per son who empower to sig n this con tract and docume nts; 6. The Guara nty un der this con tract has bee n effective; 7. The Borrower has bee n satisfied the warra nts un der Article 11 of this con tract; 8. The other requirement for the draw-down have been sat

28、isfied. ARTICLE 8 REPAYMENT PLAN AND PREPAYMENT 1. The Borrower shall repay the loan in accordanee with the status of its cash. The Borrower shall inform the Lender the payment amount and date * prior to make the p ayment. The Borrower shall be obliged to repay the principal and related interests on

29、 due date without any condition. 2. The payme nt made by the Borrower and the deduct ion from the acco unt of the B orrower shall be used for repaying the interest at first and then for repaying the principal. 3. In the event the Borrower fails to repay the loan, the Lender shall have rights to dedu

30、ct the debt from the bank account of the Borrower at the Lender or empower the bra nches of the Lender to deduct the debt from the bank account of the Borrower at the Le n ders bran ches; 4. The installment of repayment shall not less than 1 million. ARTICLE 9 DEBT CERTIFICATE The Lender shall keep

31、record in the Lenders account for the principal,interests and fe es and other fees of the Borrower un der this con tract; The above men ti oned record and th e documentation for the draw-down, repayment and payment of interest is the certificates of the debts between the Borrower and the Lender. ART

32、ICLE 10 GUARANTY 1. (the Guara ntor) shall be the guara ntor for the loa n un der this con tract and take jointly liabilities. 2. During the term of this con tract, if the guara ntors finan cial status become deteriora ted or the liabilities for repayment of debts become weak, the Lender shall have

33、right to request the Borrower changes guarantor or provide mortgage and pawn secured for this lo an un der this con tract. 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

34、the Peoples Republic of China and has the power and authority to own its property to co n summate the tran sact ions con templated in this con tract and join the litigatio n. The Borro wer has the power to handle it assets used in operation. 2. The Borrower is at its optio n to sig n and perform thi

35、s con tract .It is the Borrowers true meaning and has the power to sig n this con tract and it is not breach it article of as sociati on or regulati ons or con tracts. The procedure for sig nature and performa nce of this con tract has bee n gone through and fully effective ness. 3. The all document

36、s, materials, reports and certificates provided to the Lender by the borrower for con summatio n of this con tract is true, real, compete and effective 4. The Borrower shall not conceal the following events which is being happened or h ave been happened which will cause the Lender refuse to extend t

37、he loan: (1) The Borrower or the principal executives of the Borrower involve in material e vents which breach regulations, laws or compensation to others; (2) Pending actions and arbitration; (3) The Borrowers debts or proposed debts or lie ns and other en cumbra nces; (4) The other matters will im

38、pact the financial status or abilities of repayment for t he debts; (5) The Borrower breached con tract which is betwee n the Borrower and other credi tors. II. The Borrower hereby warrants as follows: 1. Using the capital of the loa n as usage set forth in this con tract, the Borrower will not use

39、the loan as Equity investment; The Borrower will not use the capital of the loan in vest in security, future, real estate etc. The Borrower will n ot lend to the others privat ely or involving other maters which is prohibited by the country. The Borrower will not misusing or appropriation of the loa

40、n. 2. Making payment and related expenses in accordanee with the provisions set forth i n this con tract; 3. Providing updated financial statement or financial bulletin every quarter; Providing the audited financial report at the first quart of each year; Providing operation report, fina ncial repor

41、t or other files and materials and shall warrant the reality, correct and effective ness for the files and materials; 4. Any anti-guaranty or other similar documents will not make any impact on the rig hts and ben efits of the Len ders; 5. Accepting the supervision of the Lender, provides assistanee

42、 and cooperation for th e Lenders supervisions; 6. Will not reduce the registration capital; Prior approval from the lender shall be req uired when the Borrower changes of shareholders and operation manner( including but not limited to joint venture, cooperation, jointly cooperation; dissolution, cl

43、osedown, liquidation, transformation; merger; change to share company, use the housing, machinery or other re al assets or trademark, intellectual property, Knowhow, landing using rights or other intang ible assets to in vest in share compa ny or in vestme nt compa ny, tradi ng of operati on right o

44、 r own right by con tract ing, joint operati on, trusteeship) 7. The Borrower shall inform the Lender and warrants the liability under its security will not more than net assets of the Borrower when the Borrower guarantee for other part y or mortgage its assets. The Borrower warrants that will not d

45、ispose the assets which wi ll make adverse impact on its ability of paying debts. 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 following even ts occurred: (1) The event of breach of con tract un der this

46、con tract or other loa n or guara nty c on tracts betwee n the Borrower and any bran ches of Bank of China or other ban ks, non-ba nk financial organization; (2) The Borrower changes shareholders or revise the article of association; (3) The Borrower suffer difficulties and bad result in financial a

47、nd operation; (4) The Borrower involves in material actions or arbitration; 10. The Borrower shall keep sufficient balanee for repayment prior * to the due date. 11. The Borrower shall keep its bank tran sact ions regard ing in come collect ion, sell fo reig n curre ncy or buy foreig n curre ncy ect

48、. Shall be con ducted at the Len der or other bra n ches of the Len der. The turn-over for the capital shall satisfy the dema nd of the Len der; III. The Borrowers represe ntati ons and warrants here un der this con tract shall be effecti ve even though any men dme nt, suppleme nts or revised to be

49、made to this con tract. ARTICLE 12 REPRESENTATIONS AND WARRANTS OF THE LENDER I. The Lender represents and warrants as follows: 1. The Lender is a state-owned commercial bank or branch duly organized and validl y existing under the law of P.R.C and approved by the Industry and Commercial Adminis tra

50、tion and holds the financial institutions legal person licenses and financial institutions op erati on lice nse to be qualified to operate finan cial bus in ess. 2. The Lender has taken all necessary action to authorize the execution of this contra ct and performa nce of its obligati ons un der this

51、 con tract. The Len der is duly authorized to extend this loan. II. The Lender warrants as follows: 1. The Lender shall extend the loan in accordance with the provisions set forth in thi s Con tract. 2. Collect interests in accordance with the regulations of the Peoples Bank. ARTICLE 13 EVENTS OF BR

52、EACH CONTRACT AND SETTLEMENT: I. Settleme nt of the Borrower breach of con tract 1. Event of breach of con tract: (1) The Borrower fails to use the loan in accordance with the agreed usage of the Loa n; (2) The Borrower fails to repay the due principal and pay the interests, expenses or other payabl

53、e in accorda nce with the agreed term of this con tract; (3) The Borrower breaches the representation and warrants set forth in Article 11. (4) The Borrower breaches other loan agreements or guaranty agreements or the Gu arantor breach the guaranty agreement which may make impact the Borrower to per

54、form t he obligati ons un der this con tract. (5) Conclusive evidence to show that the Borrower lose the capacity of credit or d uring performa nce of the obligati on un der this con tract, the finan cial con diti ons of the Gu arantor are seriously deteriorating or other reasons caused the Guaranto

55、r the capacity of cr edit decline. (6) The Borrower breaches the other obligati ons un der this con tract. 2. Under the above circumstances, the Lender shall have right to: (1) Request the Borrower to rectify with in the period desig ned by the Len der; (2) Cease in extending the loan or cancel the

56、credit; (3) Declare the loa n un der this con tract is due and the Len der shall have right to d educt the outstanding amount from the account of the Borrower. The Borrower shall not a ppeal against the Lender. (4) Declare the loan is due under other loan agreements between the Lender and th e Borro

57、wer, request the Borrower to repay the loan principals, interests, and other expense s. II. The settleme nt for the Len der breach of the con tract 1. The Len der fails to exte nd the loa n as agreed in this con tract without any reas ons; 2. The Lender breaches the agreed interest rate and collecti

58、on add interests or other f ees; 3. The Lender breaches the provisions set forth in Article 12; 4. Under the above circumstances, 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 prepayme nt. ARTICLE 14 DEDUC

59、TION The Borrower shall pay in full for the payme nt without any coun teract ion or any con ditio n. ARTICLE 15 ASSIGNMENT OF THE DEBT AND CREDIT 1. The Borrower shall not assig n its right and liability un der this con tract to other thi rd party without any written approval of the Lender; 2. In th

60、e event the Borrower assig n its right and liability un der this con tract to other third party under the written consent of the Lender, the third party shall abide this contr act without any condition. ARTICLE 16 PERFORMANCE OF OBLIGATION AND WAIVER OF RIGHTS 1. The Borrower is in depe ndent con tr