SecretarialProceduresinEnglish(6)

1、Secretarial Procedures in English (6)After completing this unit, you will be able to: make effective negotiations learn about contracts understand the format of a contract write simple contractsLearning ObjectivesLearning Objectives首页Dialogue l Listen to the dialogue, and fill in the blanks.Helen: L

2、ook, were going round and round in circles here. _.Caller: Well, _, under certain conditions, obviously.Helen: OK, what do you have in mind?Caller: Well, possibly_, but we would need a_.Helen: What sort of guarantee?Caller: Well, if you could offer us_.I think we would be happy to give you the one p

3、er cent discount. What we need is some sort of concession we could offer you a slight reduction in the monthly fee up to one percent discount guarantee on quantityan annual contract rather than month-by-month orders Listening 2. Listen to the dialogue again, and answer the questions you will hear. W

4、rite your answers below. _ (2) _ Q: What does Helen need? Key: She needs a concession.Q: What discount did the caller offer?Key: A slight discountup to one percent.Listening Listen to the passage, and fill in the blanks.You will hear the recording twice.Strategies in Contract NegotiationCompanies ne

5、gotiate and enter into contracts fairly _ in the course of business. Some business agreements may be simple enough for the secretaries to _, while others may require the help of a skilled contract lawyer. In either case, the ideal end result is _ that you have negotiated the best terms for your busi

6、ness, and created a well-drafted agreement that will avoid any dispute or _ problems.Certain basic strategies will assist you in the day-to-day negotiation that all business-persons _, in contracts and other business transactions. First of all, you should always have clear _. It helps to make a list

7、 of goals before meeting the other party. It is important to go to a negotiation having done your _. frequentlydraftconfidencepotentialperformobjectivesresearchKnow relevant law, facts, and _. Second, consider what you really need to get from the other party, and also decide in what areas you are wi

8、lling to _. Third, build trust with the other party. Trust will aid _. You may want to have a first draft of an agreement written before meeting with the other party. And try to keep the discussion _ when meeting with the other party. Make a _ of topics that should be reached during the negotiation.

9、 Finally, listen to the other party and their _.A basic understanding can add to a secretarys confidence in all types of business contracts, and will also aid when reviewing and interpreting the contracts.figurescompromisecommunicationorderedchecklistconcerns首页Listening and SpeakingReadingReading Te

10、xtContractA contract is a legally binding agreement enforceable in a court of law. However, not every agreement between two parties is a legally binding contract. The law imposes certain requirements be met on establishing contracts. The fundamental requirements for forming a binding contract are:Of

11、fer 1 Acceptance 2Consideration 3ReadingReading OfferAn offer is the proposal to make a deal. An offer must be communicated to the second party, and remains open until it is accepted, rejected, retracted, or expired. A counter-offer 4 closes the original offer. Some terms of an offer, such as price,

12、 quantity, and description, must be specific and definite because the offer has to identify the basic obligation of the contract. For example, saying to a friend “I offer to sell you my house” ordinarily would not be a sufficient offer to give rise to a contract because it doesnt include any of the

13、necessary details, such as price and other terms required in a house sale transaction.ReadingReading AcceptanceAcceptance is an acknowledgment by the person to whom the offer was made if that the offer is accepted. The acceptance must comply with the terms of the offer and must be communicated to th

14、e person who proposed the deal. For example, a person wants to sell a sofa as it is for $300 cash. The buyer, if he accepts the offer, has to pay $300 cash, and take the sofa in its existing condition.ReadingReading ConsiderationConsideration is the bargained for exchange. It is the legal benefit re

15、ceived by one party and the legal detriment imposed on the other party. Usually, a consideration takes the form of money, property, or services. Using the sofa for example, there is consideration on both sides of the contract. The seller gives up the sofa and gets $300; the buyer gives up $300 and g

16、ets the sofa. An agreement without consideration is not a contract.ReadingReading Other requirementsBeside the fundamental elements of a contract mentioned above (offer, acceptance, and consideration), there are other requirements that need to be fulfilled to establish a contract: Competence 5 Conse

17、nt 6 Legality 7ReadingReadingCompetence Competence means the legal capacity a person has to make a contract. Generally speaking, people are ruled competent to make contracts if they are over 18 years of age and of sound mind. 8 A minor (someone under 18 years of age) who makes a contract can have it

18、 rescinded or voided, except when he/she makes a contract for “necessities”. A “necessity” can be food or shelter, but, depending on the law of the particular state, it may also include a car or other items. A minor who has his/her contract rescinded obtains legal possession of whatever the other pa

19、rty received from him/her.People of unsound mind, that is, those who are incompetent because of mental illness or disability, can have their contracts rescinded. 9 Usually, a person who is incompetent probably agreed to a contract without understanding its significance, and without realizing the con

20、sequences of their action.ReadingReading Consent Consent means that each party fully agrees with the terms of the contract. This requirement of consent is in accordance with the principle that a contract is a private law-making activity. However, to consent does not mean that you have to know everyt

21、hing the contract says. For example, when signing a rental car agreement at the airport counter, you dont know what the terms of the contract are, but you agree to them when you sign it. The law presumes that you have consented to a contract by signing it, or by manifesting some other type of assent

22、, such as mouse clicking on “I accept” buttons in the dialog boxes of Internet services. 10 Legality Legal subject matter is required for a contract to be enforceable. The law does not enforce contracts based on illegal activity. For example, the winner of a poker game cannot go into court and enfor

23、ce an IOU 11 in a state where gambling is illegal.Exercise首页ReadingReading 1 offer：要约。要约是一方当事人以缔结合同为目的，向对方当事人提出合同条件，希望对方当事人接受。 在商业活动及对外贸易中，要约常被称为发价、发盘、出盘、报价等。课文2 acceptance： 承诺。承诺是受要约人对要约表示同意，并表示愿意成立合同。在商业活动中，承诺又被称为接盘。课文3 consideration： 约因,对价，承诺。约因是指根据协议已经履行成允诺履行合同义务的当事人得到某种利益，或者是按受履行的当事人为此遭受某种损害的事实

24、要素，是对履行合同义务的当事人得一种回报。 课文4 counter-offer：反要约。一个所谓的”承诺”没有接受要约的全部条款和条件，而是在事实上提出新的条款，那么，它不是承诺而是反要约。反要约被认为是一个新的要约，可以被接受或拒绝。课文5 competence：各方能力。 一方与另一方达成契约的能力取决与他在社会上的法律能力及法律地位。一般的规则是任何法人均可签约，有些特殊条款规定了诸如降低未成年、酗酒者智力残疾者的契约能力。课文6 consent：同意。对于任何一个契约，必须经过双方完全同意。谈判者在达成一致时，才能最终达成具有约束力的合约。课文7 legality：合法性。合同所规定的

25、内容必须是合法的。课文8 Generally speaking, people are ruled competent to make contracts if they are over 18 years of age and of sound mind: 年满18周岁且智力正常的人被规定有能力签定合同. rule：判定,裁定,规定competent to do sth. 有能力做什么事“people are ruled competent to make contracts” 其中谓语是被动形式 “are ruled”; “competent to make contracts” 形容词短

26、语做主语补足语。课文9 People of unsound mind, that is, those who are incompetent because of mental illness or disability, can have their contracts rescinded. 不健全的人，也就是那些由于精神疾病或残疾而失去能力的人，可以让人撤销他们的合同。have sth. done: 让别人做e.g. We had the carpets cleaned.我们让人清洗了地毯。课文10 The law presumes that you have consented to a

27、 contract by signing it, or by manifesting some other type of assent, such as mouse clicking on “I accept” buttons in the dialogue boxes of Internet services. 法律推定你同意了签订合同，或体现了一些其他类型的首肯，就好比鼠标在互联网服务的对话框中点击“我同意”按钮。presume: （不确定的）认为；推测e.g. I presume that youve done your homework.我想你已经做完作业了。assent: agre

28、ement or approval同意；赞成课文11 IOU： 由I owe you的读音缩略转义而成。 借款，债务。课文Translation: Translate the following sentences into Chinese.1. I will convey your request to the upper management. _2. There is the need for discussing further on some of the finer points._3. We feel the terms of payment are a bit stiff. _

29、4. After the draft is completed, we can work out any minor problems. _我会把您的要求转达给主管。 有些细节是需要进一步讨论的。 我们认为付款条件太苛刻了。草案完成之后，我们就可以解决其他较小的问题。ExerciseV. Translation:5. A valid contract must consist of offer and acceptance, intention to create legal relations, written formalities in some cases, consideration

30、, people with legal capacity to make a contract, consent from both parties, and compliance with public policy. _6. For a contract to exist, usually one party must make an offer, which the other accepts. Once acceptance comes into effect, a contract is a legal instrument binding both parties. _一份有效合同

31、必须由要约、承诺、建立法律关系的意愿、在某些情况下对书面形式的要求、对价、订约能力、双方表示认可和不违背公共政策的要求等要素组成。一个合同的有效成立，通常先由一方当事人发出要约，然后由另一方当事人进行承诺。一旦承诺发生法律效力，合同就会对双方当事人具有法律约束力。 首页Practical WritingPractical WritingBasic Articles of a ContractA contract often includes the following general articles (涉外经济合同基本条款):1. The corporate or personal name

32、s of parties involved, their nationalities, principal place of business or residence address (合同当事人的名称或姓名、国籍、主营业所或住所);2. Date and place of signature of the contract （合同签定的日期、地点）;Practical WritingPractical Writing3. Type of the contract and scope of the subject matter （合同类型及合同标的种类和范围）;4. Technical co

33、nditions, quality, standards, specifications and quantities of the subject matter of the contract （合同标的技术条件、质量、标准、规格、数量）;5. Validity or duration, place and method of performance （履行的期限、地点及方式）;6. Terms of price, amount and way of payment, and various additional charges （价格条件、 支付金额、 支付方式、及各种附带的费用）;Pra

34、ctical WritingPractical Writing7. Whether the contract can be assigned a third party or conditions for such assignment （合同能否转让及合同转让的条件）;8. Compensation and other liabilities if contract is breached （违反合同的赔偿及其他责任）;9. In case of disputes arising from the contract, ways to settle them （合同发生争议时的解决方法）;10

35、. Languages to be used in the contract and their effectiveness （合同使用的文字及效力）. Layout of a contract (涉外合同基本格式涉外合同基本格式) (English version)ContractThis agreement, made and entered into this 10th day of December, 200 , by and between Company A Limited, a corporation organized and existing according to the

36、 laws of (country or jurisdiction), with main office situated at _ (place) (hereafter called “A”) and B Corporation, organized and existing under the laws of (country or jurisdiction), having its principal office at (place) (hereafter called “B”)Practical WritingPractical WritingWITNESSWHEREAS, A de

37、sires to export to B the goods as specified in Exhibit A hereof (hereafter called the “Goods”); and whereas, B desires to import the Goods from A;Now, THEREFORE, A and B hereby agree as follows:Article 1 Article 2 Practical WritingPractical WritingIN WITNESS WHEREOF, the parties hereto have caused t

38、his Agreement to be executed by their respective representatives on the date written above. BY _ WITNESSED: Title _ Date _ BY _ WITNESSED: Title _ Date _ (Chinese Version)合合 同同本合同由 有限公司， 该公司根据 国法律成立和存续， 主营业所在 （以下简称甲方）， 与 公司，该公司根据 _国法律成立和存续，主营业所在 （以下简称乙方）订立于 20 年12月10日。证证 明明鉴于甲方愿意向乙方出口本合同附件A 中所规定的物品（

39、以下简称”货物”）；且鉴于乙方愿意从甲方进口上述货物，因此，甲方和乙方特同意订立下列条款： 第一条： 第二条: Practical WritingPractical Writing 兹证明, 本协议由双方各自代表在上述订约日期签订。 甲方见证人: 姓名: _ 职称: _ 日期: _ 乙方见证人: 姓名: _ 职称: _ 日期: _Sample CONTRACT No. _ Beijing, Date: _The Buyers: _ Cable Address: Fax: _ The Sellers: _ Cable Address: Fax: _ This Contract is made b

40、y and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under mentioned commodity according to the terms and conditions stipulated below. Practical WritingPractical WritingItem No.Commodity,SpecificationsUnitQuantityUnitPriceTotalAmountTotal ValueP

41、ractical WritingPractical Writing2.COUNTRY OF ORIGIN AND MANUFACTURERS:3.PACKING:4.SHIPPING MARK: The Sellers shall mark on each package with fadeless paint, the package number, gross weight, net weight, measurement, the wordings: “KEEP AWAY FROM MOISTURE”, “HANDLE WITH CARE”, “THIS SIDE UP”, etc.,

42、and the shipping mark:5.TIME OF SHIPMENT: _ 6.PORT OF SHIPMENT: _ 7.PORT OF DESTINATION: _ 8.INSURANCE: To be covered by the Buyers after shipmentTHE BUYERS: THE SELLERS:Practical WritingPractical Writing 9. DOCUMENTS: (1) (2) 10. SHIPMENT:11. SHIPPING ADVICE:12. GUARANTEE OF QUALITY13. CLAIMS:Pract

43、ical WritingPractical Writing14. FORCE MAJEURE（使契约无法履行的不可抗力）（使契约无法履行的不可抗力）:15. LATE DELIVERY AND PENALTY:16. ARBITRATION:17. SPECIAL PROVISIONS:IN WITNESS THEREOF, this Contract is signed by both parties in two original copies: each party holds one copy.ExerciseExercisesLease Contract on an Apartmen

44、t The Housing Administration Department of the _ Diplomatic Personnel Service Bureau (hereinafter referred to as Party A) and (hereinafter referred to as Party B) hereby (订立租赁合同如下订立租赁合同如下):Article 1 Party A leases to Party B as its Flat No. _ in Diplomatic Apartment Building. The above-mentioned fla

45、t and installations (see the inventory attached) are all in good condition when handed over to Party B for occupation and use.enter into a lease contract as followsPractical WritingPractical WritingThe lease lasts for years dating from , 200 to , 200 . The rent, to be counted from the date of the si

46、gning of the contract, shall be collected once a quarter at a rate of RMB (Chinese currency). Party B shall _ (一次付清) within five days (excluding holidays) after receiving the payment notice from Party A. If _ (逾期支付), _ (应交纳千分之二的日息, 以补偿甲方所受的损失).pay up in lump sumpayment is delayeda daily interest of

47、0.2% shall be charged in compensation for the loss suffered by Party AArticle 2 Without the consent of Party A, Party B must not use the abovementioned flat for other purposes or transfer it to anybody; _ (否则, 本合同自动终止), and _ (由此造成的经济损失由乙方承担). Article 3 _ (乙方在征得甲方同意后), Party B may have the flat repa

48、ired, or may change, remove and add installations. _ (在租赁关系结束时), the added constructions and installations must not be dismantled and shall become the property of Party A gratis. otherwise, this contract will automatically cease to hold goodthe economic loss arising therefore shall be borne by Party

49、 BHaving obtained Party As consent On the expiry of the lease Practical WritingPractical WritingArticle 4 _(租赁期间), Party B shall pay for water, electricity, gas, heating, telephone, etc. _（如居住人数有变动）, Party B should immediately inform the apartment building office so that water and public electricity

50、 fees can be calculated.Article 5 Party A shall inspect regularly the flat to see whether there is danger, water leakage and _ (负责房屋和设备的正常维修).During the lease-period In case of the change in the number of tenants shall be responsible for the normal maintenance and repairs of the flat and installatio

51、nPractical WritingPractical WritingPractical WritingPractical WritingArticle 6 On the expiry of the lease, Party A inspects and takes over the flat and installations. _(如有损坏), _（乙方负责修复或赔偿）.Article 7 _ (乙方欲续租本房屋)， _ (须于本合同期满前两个月书面通知甲方)and a new lease contract shall be signed. Party B shall undertake

52、to repair, restore or pay a compensation In case of damages In case Party B desires to continue leasing the flat it shall notify Party A in written form two months in advance of the expiry of the leasePractical WritingPractical WritingArticle 8 _(本合同自签字之日起生效) and it will have _（共两份， 每份都由中文和英文写成）, be

53、ing signed on _, 200_ in Beijing. _. （在解释上有分歧时，以中文版为准）Responsible Person Responsible Person Of Party A Of Party B (甲方负责人) （乙方负责人）This contract shall come into force on the day of its signing two copies in both Chinese and EnglishThe Chinese text shall be regarded as the authentic one in case of diff

54、erences in interpretation 首页Supplementary ReadingSupplementary ReadingCommandments1 of Negotiating Daniel Adams 2Imagine for a moment that you are preparing for a heated final negotiation to secure a very important deal for your company. What will you do if your customer asks you to: “lower your pri

55、ce by X dollars in return for the deal?” Should you bring in your manager to assist? What will prevent your customer from taking your negotiated offer and sitting on it forever? Or worse, what if your customer allows the date of the offer to expire, but still insists on the negotiated deal? The foll

56、owing 10 commandments of negotiating will help you close the sale and still give your customer all they are looking for.译文Supplementary ReadingSupplementary ReadingKnow Who You Are Dealing WithMake sure you investigate the personalities of all the players. Learn who your customers and competitors ar

57、e as professionals. What is their negotiation history? What has been your competitors sales strategy? What solutions have they offered?Negotiate Only with the Decision MakersSometimes an apparent decision maker is merely a gate keeper in disguise. Ask probing questions to discover who is really in c

58、harge. One such question to ask is: “Who has the sign-off authority for an investment of this size?” Refuse to negotiate with people who do not have the ultimate decision-making authority. 3译文Supplementary ReadingSupplementary ReadingTiming Is EverythingDo not negotiate if your customer is not ready

59、 to buy. Make sure your deal is fully baked 4 ! If you negotiate too early you will end up negotiating two, three, four, or more times. If you drop the price any time before the final negotiation, you will end up competing against yourselfa major mistake.PreparationReview All Possible Scenarios Know

60、 all possible moves that the customer may make. Plan your move in advance in each instance. Be prepared to eliminate yourself from the negotiation if necessary. Review the circumstances under which it would be necessary to walk away from the situation in order to secure long-term relationships and t