国际商务合同文体

1、国际商务合同文体 12021/3/10 Contents 合同的概念 商务合同的形式 商务合同的语言特色 22021/3/10 合同的概念 合同亦称“契约”。合同是指平等主体的双方或多方 当事人就建立、变更、消灭民事法律关系所签订的协 议。它是双方的法律行为，是双方当事人意思表示一 致的结果。 提出订约建议一方的意思表示称为要约，接受要约条 件一方的意思表示成为承诺。要约一经承诺，合同即 告成立。 在国际贸易中主要的合同内容包括：对买卖双方在商 品名称、品质规格、数量、包装、运输、保险、付款 办法、检验、索赔、仲裁、不可抗力等的定义以及其 他方面对权利和义务的规定。 32021/3/10 商务

2、合同的形式 狭义： 口头形式 书面形式：1. 格式合同；2. 双方自定协议；3. 双方往来信 件、电报、电传等。 广义： 合同 协议（协定） 订单 议定书 备忘录 确认书 42021/3/10 1. 合同 双方权利和义务 内容具体 固定格式：约首、正文、约尾 52021/3/10 2. 协议（协定） 两个（或以上）国家（或地区）为调整和发展相互间 的贸易关系而签订的书面协议。一般由政府签订，有 时也可由民间组织签订。 协议内容包括：进出口贸易额、进出口货单、缔约国 对履行货单的义务、作价办法、支付方式、使用货币、 关税优惠和关税减让、对签约各方贸易平衡的合理安 排、有效期、延长或中止协定的程序

3、等。 双边、多边贸易协定 年度、长期贸易协定 62021/3/10 3. 订单 一般货物买卖中，指买方就订购某一种商品发给卖方 的文件。 内容一般包括交易的主要条件，如商品名称、品质、 规格、数量、包装、价格、交货时间和地点、付款条 件等。 按行市交易订单(market order) 限价订单(limit order) 72021/3/10 4. 议定书 贸易议定书是缔约国就发展贸易关系中的某项具体问 题所达成的书面协议。这种议定书往往是作为贸易协 定的补充、解释或修改而签订的。 内容较为简单，作为贸易协定的补充、解释或修改而 签订。 程序也较简单，只须签字国有关行政部门的代表签署 即可生效。

4、 82021/3/10 5. 备忘录 书面合同之一。指买卖双方磋商过程中，就某些事项 达成一定程度的理解与谅解所形成的一致意见，记录 下来，作为今后进一步磋商、达成最终协议的参考。 使用范围逐渐扩大。 92021/3/10 6. 确认书 较为正式的合同订单，是买卖双方在通过交易磋商达 成交易后，寄给对方加以确认的列明达成条件的书面 证明，经买卖双方签署的确认书，是法律有效文件。 销售确认书与购货确认书。 102021/3/10 商务合同的语言特色 定义条款 效力条款 转让条款 保证条款 保密条款 解除条款 终止条款违约处罚条款 不可抗力条款 准据法 112021/3/10 1. 定义条款 合同

5、正文第一部分一般为定义部分。 对于被定义的词语或者表述，一般采取将其全部大写， 如买卖合同中的货物“GOODS”或 “EQUIPMENT”等， 或将首字母大写，如“Equipment”，以区别于普通 用语。如，大写的CONTRACT特指本合同，而小写的 contract可泛指任何合同。 中文中，用黑体、斜体或引号表示专门用语。 出现简称时，后加括号，写明“hereinafter referred to as xxx”。 122021/3/10 定义部分常用语 The following expressions shall have the following meanings unless o

6、therwise expressly required. AA Leasing Co. New York (hereinafter called the Lesser) and BB Plant, Guangzhou(hereinafter called the Lessee) “Exclusive Territory” means the following countries: Australia, New Zealand, Mexico, Netherlands, Canada and Brazil. Buyer shall pay the Contract Price to Party

7、 B within sixty (60) days after the receipt of Party Bs invoice. (In this clause, Party B means AAB) 132021/3/10 2. 效力条款 合同使用文字、合同份数、各种文本的效力 合同生效时间，合同修改补充的效力，合同附件效力 142021/3/10 This Contract is made out in both the Chinese and English languages, each in two originals and one original of each is held

8、 by Party A and Party B. in case of any discrepancies between the Chinese and English copy, the English copy shall govern. The Contract shall come into force after it has been approved by the examination and approval authority of China. The Appendices attached hereto are hereby made an integral part

9、 of this Contract and are equaly binding on both parties. 152021/3/10 3. 转让条款 合同权利、义务的转让，即当事人一方将合同权利或 义务全部或部分转让给第三人的现象。 If either Party A or Party B intends to assign all or part of its investment to a third party, it shall first offer such assignment to the other party which has the right to decide

10、 whether or not to acquire the investment of the other party within a period of three (3) months after receipt of the written notice of the party indicating its intention to assign. 162021/3/10 4. 保证条款 督促合同签署各方履行规定义务，或在债务人不履行 义务时，债权人获得一定补偿。 The Seller shall guarantee that the commodity must be in co

11、nformity with the quality and specifications specified in this contract and Letter of Quality Guarantee. The guarantee period shall be 3 months after the arrival of the goods at the port of destination, and during the period the Seller shall be responsible for the damage due to the defects in design

12、ing and manufacturing of the manufacturer. 172021/3/10 5. 保密条款 包括保密主体、保密客体、保密方式、保密时间。 All information made available under this Agreement shall be kept in strict confidence from any third party without prior consent in writing of the other party. The only exception, however, shall be the disclosures

13、 forced by the laws, orders or regulations of Governments or Organizations have the necessary authorities and such disclosures shall not be deemed to constitute a violation of the Article under this Agreement. 182021/3/10 6. 价格与付款条款 价格条款包括计价货币、计价单位、单位价格金额和 贸易术语。 Unit price: USD1,890.00 per metric to

14、n CIF Shanghai. 付款条款包括付款方式与流程 The Buyer shall open with a bank acceptable to the Seller an Irrevocable Letter of Credit to reach the Seller 30 days before the month of shipment, valid for negotiation in China until the 15th day after the month of shipment. 192021/3/10 7. 解除条款 协议解除，不可抗力解除，延迟履行，不完全履行，

15、拒绝 履行 In case there is any breach of the provisions under the Agreement by either party during the effective period of this Agreement, these parties hereto shall first of all try to settle the matter in question as soon and amicable as possible to mutual satisfaction. Unless settlement is reached wi

16、thin thirty days after the notification in writing of the other party, such other party shall have the right to cancel this Agreement and the loss and damage sustained thereby shall be indemnified by the party responsible for such breach. 202021/3/10 8. 终止条款 在债务已履行，合同解除，债务相互抵消等情况下， 合同终止。 The validit

17、y period of the contract shall be five (5) years from the effectiveness of the contract and shall become null and void automatically upon the expiry of the validity period of the contract. 212021/3/10 9. 违约处罚条款 包括赔偿损失和赔偿限制、违约金和补救措施。 If any invoice remains unpaid more than 15 days after the specified

18、 credit term, the unpaid amount will be considered overdue, and the SELLER reserves the right to levy a late payment charge based on prevailing interest rate on the overdue amount for the period for which it has been outstanding. 222021/3/10 10.不可抗力条款 不可抗力包括地震、水灾、旱灾、战争、政府禁令、 罢工等。 The Seller shall no

19、t be responsible for the late delivery or non-delivery of the Goods owing to generally recognized “Force Majeure” causes. However, in such case, the Seller shall notify the Buyer immediately and deliver in 14 days to the Buyers a certificate of the occurrence issued by the Government Authorities or

20、the Chamber of Commerce at the place where the accident occurs as evidence thereof. 232021/3/10 11. 准据法 法律适用与法律选择 The formation, interpretation and performance of the contract shall be governed by the laws of the Peoples Republic of China. 242021/3/10 “WORK” shall mean all work to be carried out inc

21、luding but not limited to delivery of EQUIPMENT, services of installation, testing and commissioning of the EQUIPMENT. After the satisfactory COMPLETION of the WORK by the SELLER, the BUYER shall pay or cause to be paid to the SELLER the PURCHASE PRICE, in accordance with this PURCHASE AGREEMENT. CO

22、MPLETION shall mean completion of WORK in accordance with PURCHASE AGREEMENT SELLER shall mean AB and BC. 252021/3/10 Lexical features Formal words Archaisms Technical terms Common words with specific meanings Use of synonyms or relevant words Vague words Avoidance of pronouns Numbers conveyed in bo

23、th words and numerals Borrowed words 262021/3/10 1. Formal words Around Begin/start Finish Explain Call Use Tell Give Ask Sign End In case of Before about 272021/3/10 1. Formal words Formal wordsCommon words Approximately Commence/initiate Complete Construe Convene Employ Notify Present Require Exec

24、ute Terminate In the event of Prior to With regard to Around Begin/start Finish Explain Call Use Tell Give Ask Sign End In case of Before about 282021/3/10 The agreement shall commence on this day and automatically terminate upon the bankruptcy or insolvency of either of the parties hereto. The term

25、 “Effective Date” means the date on which this Agreement is duly executed by the parties hereto. 292021/3/10 2. Archaisms Regular, solemn, conservative, rigid and authoritative style of contracts. More precise. Avoid repetition and redundancy Hereto, hereof, herein, hereinafter, hereinabove, hereund

26、er Thereto, thereon, therein, thereat Whereby, wherein, whereat, whereof, wherefore, whereupon Witnesseth, said, aforesaid etc 302021/3/10 The Parties hereto agree as follows All disputes in connection with this contract or the execution thereof shall be settled by negotiation between both parties.

27、This contract is made by and between the Buyer and the Seller whereby the Buyer agrees to buy, the Seller agrees to sell the following commodities in accordance to terms and conditions stipulated below. This policy witnesseth that Lessee promises to pay a deposit. Said deposit shall accrue interest

28、at a rate of five percent per annum. 312021/3/10 3. Technical terms Words which appear frequently in business contracts Defect, remedy（赔偿）, jurisdiction(管辖权、权限）, damages and/or losses, indemnities（赔偿）, tenancy （租期）, etc. 322021/3/10 All disputes in connection with this CONTRACT or the EXECUTIOM ther

29、eof shall be settled friendly through negotiations. Where no settlement can be reached the disputes shall be submitted for arbitration. If the SELLERS are the plaintiff the arbitration shall take place in Stockholm. If the Buyers are the plaintiff the arbitration shall take place in Beijing and be c

30、onducted by the Arbitration Committee of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedures promulgated by the said Arbitration Committee. Arbitration expenses shall be borne by the losing party. 332021/3/10 4. Common words with specific

31、 meanings The Management Agreement and Clause 2 shall be read and construed as one document and Clause 2 shall be considered to be part of the Management Agreement and, without prejudice to the generality of the foregoing, When one Party to the Company assigns all or part of its investment, the othe

32、r Party shall have the preemptive right to purchase the same. 342021/3/10 Word Action Article Award Consider ation Party Satisfacti on Common meaning The fact or process of doing things A separate piece of writing A prize Thoughtful attention or care An association of people having the same politica

33、l aims Sth. that gives a feeling of happiness or pleasure Meaning in contracts A charge or a matter for consideration by a court; lawsuit（诉讼） Part of a contract（协议条 款） Decision of the arbitrators （判决） Benefit to promisor or detriment to promise（对价） Person contracting（签约方） Sth that makes a person fee

34、l that damage done to his/her honor has been removed 352021/3/10 5. Use of synonyms or relevant words Furnish and provide Fulfill or perform Transferable or assignable In full force and effect Final and binding Make and enter into Import duty and tax Customs and usages(惯例) Loss, injury or damage Alt

35、eration, modification or substitution Misuse or abuse Altered or amended Repair or replace Alter and change Sole and exclusive Final and conclusive Over and above From and after 362021/3/10 6. Vague words Precision and unambiguity are the main characters of business contracts, but an appropriate lev

36、el of vagueness or flexibility is also allowed. Party A agrees to help Joint Venture to invite and recruit Chinese experts, technicians, workers and other personnel and Party B agrees to help Joint Venture to invite and recruit foreign experts. 372021/3/10 If the Supplier fails to commence the work

37、necessary to remedy such defect or any damage to the Equipment caused by such defect within a reasonable time, the Buyer may carry out such work in a reasonable manner, and the reasonable direct costs incurred by the buyer in connection therewith shall be paid to the Buyer by the Supplier, providing

38、 that the labor costs included in such costs shall be calculated based on the local costs incurred in the country in which the Contract Plant is to be constructed. 382021/3/10 FOR VALUE RECEIVED, the undersigned does hereby sell, transfer, and set over to _ all his right, title, and interest in and

39、to a certain contract dated _ by and between the undersigned and _, a copy of which is annexed hereto. The Company hereby releases and discharges Party A from further performance of any duties, obligations or liabilities under the amended agreement. 392021/3/10 7. Avoidance of pronouns Avoid ambigui

40、ty The Buyer has the right to lodge a claim against the Seller and all the expenses incurred therefrom shall be borne by the Seller. The claim mentioned above shall be regarded as being accepted if the Seller fails to reply within 15 days after the Seller receives the Buyers claim. 402021/3/10 8. Nu

41、mbers conveyed in both words and numerals Forty (40) days Ten Thousand Dollars ($10,000) Five percent (5%) 412021/3/10 9. Borrowed words Tale quale 按照样品 Bona fide holder 善意持票人 Pro rata tx rate 比例税率 Ad litem 委托代理人 Insurance premium per capita 人均保险费 Force Majeure 不可抗力 Pro forma 估算表 As per 按照 De facto

42、fort 事实上侵权行为 422021/3/10 Syntactic and grammatical features Declarative sentences Long complex sentences Use of shall and may Position of adverbial clause Nominalization Simple present tense Active voice and passive voice 432021/3/10 Declarative sentences Only declarative sentences are used in busin

43、ess contracts. No usage of interrogative, imperative or exclamatory sentences. 442021/3/10 2. Long complex sentences Formal and logical Define under what kind of circumstances, in what manner, when and where the Parties exercise their rights or assume their obligations to avoid the flaws and holes i

44、n the clauses. 452021/3/10 In case that one or both parties are impossible to perform the duties provided herein on account of force majeure, the Party (or Parties) in contingency shall inform the other Party (or each other) of the case immediately and may, provided the case is duly verified by the

45、competent authorities, delay in performance of or not perform the relevant duties hereunder and may be partially or entirely exempted from the liability for breach of this agreement. 462021/3/10 3. Use of shall and may Shall is used to express obligations. May is used to express possibility. In nega

46、tive sentences: Shall not: has a duty not to May not: is not permitted to. 472021/3/10 The Seller shall not be responsible for the late delivery or non-delivery of the Goods owing to generally recognized “Force Majeure” causes. The Parties hereto shall, first of all, settle any dispute arising from

47、or in connection with the contract by friendly negotiations. Should such negotiations fail, such dispute may be referred to the 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 dis

48、pute occurs. 482021/3/10 4. Position of adverbial clause If, after 60 days from the date of commencement of friendly negotiations, the Parties hereto fail to reach any agreement, either Party hereto may submit the dispute to arbitration for settlement. Party B shall, if required by Party A, provide

49、to Party A financial statements in such form and at such intervals as Party A may require. 492021/3/10 5. Nominalization Nominalization makes the style more formal, objective, concise and literary. 1) of 连接主谓关系 That the L/C complies with what is stipulated in the Contract is vitally important. The c

50、ompliance of the L/C with the stipulations of the contract is of vital importance. 502021/3/10 2) Of连接动宾关系 One of the most important factors is that proceeds are transmitted from the buyer to the seller in transactions smoothly. One of the most important factors is the smooth transmission of proceed

51、s from the buyer to the seller in transaction. 512021/3/10 3) Of连接含有by的短语，将从句 转换为名词短语 That both Parties fulfill the contract satisfactorily will be the basis for the development of business and further cooperation. The satisfactory fulfillment of the contract by both Parties will be the basis for th

52、e development of business and further cooperation. 522021/3/10 4)被动结构转换为名词被动结构转换为名词 It has been agreed that Party B may use the trademark owned by Party A for the sale of the Washing Machines covered herein within the validity. An agreement has been made that 532021/3/10 5)副词与动词一起转换成名词短 语 The qualit

53、y, quantity, condition and/or weight of the goods ordered by the buyer shall strictly conform to the Contract stipulations. The quality, quantity, condition and/or weight of the goods ordered by the buyer shall be in strict conformity with the Contract stipulations. 542021/3/10 Exercise: Rewrite the

54、 following sentences If the contracting Parties dispute with each other, they shall settle the disputes through arbitration. After the two Parties consider the premises and consult friendly, they agree to enter into the contract As soon as the Buyers receive the Sellers delivery advice, they shall After the two parties consult with each other, the work of the engaged party is decided as follows We can improve its performance when we use super- heated