浅论合同中的谈判-本科论文.doc

中国某某信息学校学生毕业设计(论文)题 目： 浅论合同中的谈判 姓 名 ： 0000 班级、学号 ： 00000班、00号 系 (部) ： 经济管理系 专 业 ： 商务英语 指导教师 ： 0000 开题时间 ： 2009-4-10 完成时间 ： 2009-11-12 2009 年 11 月 12 日22目 录毕业设计任务书 1毕业设计成绩评定表 2答辩申请书 3-5正文6-23答辩委员会表决意见24答辩过程记录表25 课 题 浅论合同中的谈判 一、 课题(论文)提纲前言 1合同谈判的定义2商务谈判在合同中的地位21 谈判可以保护合同双方的利益22谈判是实现商品价值的跳跃23 所有商品的交换都是以谈判为前提的 3合同谈判的前提和步骤3.1合同谈判的前提32合同谈判的步骤4 合同谈判的内容41合同谈判中的价格条款42合同谈判中的包装条款43合同中的支付条款5 谈判中的出现的问题51谈判双方的争议52不同文化所引起的问题53合同中的软条款 6 如何解决合同中的问题结束语二、内容摘要在国际贸易买卖中，买卖双方的磋商是销售合同鉴定的基础。交易磋商工作的好坏直接影响到合同的签订及以后的履行，关系到交易双方的经济利益。所以我认为对合同中的商务谈判的进一步学习是有必要的。通过了解合同中的谈判的价格条款，支付条款等，从而掌握一定的贸易技巧。懂得如何去处理国际贸易合同中的索赔。通过对合同中的商务谈判的学习能让我们更好的和社会接轨。促进我国的经济发展。让自己成为一名合格的外贸人员。三、 参考文献1杨丽华、董俊英 贸易实务英语G 北京：首都经济贸易大学出版社 2000;2杰弗里.吉特默著 张烨译 销售圣经M修订版 北京：电子工业出版社，2004; 3汤秀莲. 国际商务谈判G.天津：南开大学出版社，2005;4后东社 打造成交高手M经济管理出版社 2005;5 井润田，席酉民. 国际商务谈判G . 北京：机械工业出版社，2007;6吴思乐，胡秋华主编 世纪商务英语谈判口语G 大连：大连理工大学出版社，2007; 7罗杰，道森 优势谈判M重庆：重庆出版社 On The Sales Contract NegotiationTan ZhenhuiAbstract: In international trade, business negotiation, which has direct influence on the conclusion and implementation of a contract, plays a basic part in the conclude of a sales contract and has great bearing on the economic interest of the parties concerned.Keywords:business; international trade; contract; negotiation IntroductionAs china join in the WTO, there more and more international trade since 2001. So many business trade led to our country developing, at the same time, we must do something to meet the international trade. Negotiation and implementation of sales contract is the most important part of international trade. after the two parts though negotiation, conclude to the contract then they sign the contract as the reference to the right and obligation of two parts. Once the contract is efficiency according to the low, the respect party must on schedule, on quality and on quantity complement the contract stipulation.1.the definition of the contract negotiationBusiness negotiation is conducted for the purpose of reaching an agreement and is a process of discussing the relevant term and conditions of a transaction between the buyer and the seller, It is the most important part of international trade and a legal proceeding to conclusion a contract.2.The situation of the negotiation in the contract Roger Dawson says the most useful way to earn money is negotiation .and the negotiation is also the basic of economic to final the countrys development. So how important the negotiation is. You can see from the follow obviously:2.1 The negotiation can protect both two parties benefit.The negotiation of the contract not only a policy or skil , but also relevant the low. It can protect the two parties benefit. When you negotiation, you can point out some term will bad for you, or some conditional is not allowed on your parties and so on. It shall be final and binding upon both parties.2.2 The negotiation was a leap to come true the value of commoditiesMarx says:”the value of products is a breathtaking leap , and the negotiation was the keyboard to come true the leap.”That means, if the product want be there value, to come true the final value, they must through negotiation .this is the only way to get the goal2.3 Every products exchange must basis on the negotiation.If there were negotiation, there will no success, if the world never have get benefit, and come true the value, and the social will never have develop. The world will be all black.3.The prepare and step of business negotiation Business contract needs abundant prepare, can protect both benefit come true.3.1 the prepare of the business contractbefore business negotiation must do four sides prepare.First, choose person who in upper stuff business negotiation:Second, choose perfect end market;Third, choose the advisable cooperation And the end is made right business negotiation project.3.2 the step of business negotiation Generally speaking, business negotiation involves four steps; inquiry, offer, counter-offer and acceptance, among which, offer and acceptance are two indispensable steps for reaching an agreement and concluding a contract. 3.2.1 invitation to offer: is either an inquiry made to get information about the terms and conditions of a modify trading, or a conditional suggestion about the transaction. Inquiry is a usual form of invitation to offer involving quality, quantity, price, packing, shipment, asking for samples and catalogue etc. Inquiry can be made by the buyer or the seller, and be made orally or in writing.3.2.2 offer: is a sufficiently definite proposal for concluding a contract addressed to one or more specific persons indicating the intention of the offer to be bound in case of acceptance by the offeree.The following rules are required for an offer:a. the offer is addressed to one or more specific person. b. the offer must be definite. such as name and specifications of commodity, quantity, packing, price, shipment, and payment are required in an offer.c. a proposal indicating the offeror to be bound in case of acceptance by the offeree.d. fxing in general terms. General terms such as “prompt reply ”, “immediate reply” etc. are ambiguous and indefinite and should be avoided. An offer, once accepted, is irrevocable, But rules about whether or not an offer an be withdrawn, altered or revoked differ from country. According to the relevant stipulations of the , an offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer. Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. However, an offer cannot be revoked under the following circumstances:First, if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or Second, if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has act in reliance on the offer.An offer terminates under the following circumstances :a, by non-acceptance within the time-limit, by non-acceptance within a reasonable time if no time limit is specified ;b, when revoked before acceptance; c, when rejected by the offeree.3.2.3 Acceptance: Acceptance becomes effective when the buyer or the seller unconditionally agrees the offer made by their counterpart .A contract is conclude once the offer is accepted.An effective acceptance should:a. Be made by the offeree;b. Be in accordance with the offer;c. Be made in validity period.According to the relevant article of , an acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time. An acceptance may be withdrawn if the withdrawn reaches the of feror before or at the same time as the acceptance would have become effective.3.2.4 Counter-offer: is a proposal made by the offeree who does not fully agrees the offer and makes modification to the offer and makes modification or alteration to the offer .4.The content of the negotiation under the contractIn international trade, terms and conditions of quality, quantity, packing, price, delivery, insurance, term of payment, inspection, claim and arbitration should be clearly and reasonably stated in the contract so as to clarify the duties and obligations of the seller and the buyer. These are the basic terms and conditions of the contract, among which the price term and payment term are very important.4.1 The trade term of a contractTrade term also called price term. Firstly, it indicate the structure of the products price, it sate some fee such as: carriage, premium or other fee except cost and the benefit: secondly, it can confirm the delivery condition, it means state the seller and buyers obligation, fee and caver up the risk when they connect the goods. so, use trade term can make the negotiation content more simple, reduce negotiations time to conclude the business. According to the , trade terms are grouped in E ,F ,C ,D four different parties. Lets me introduce the familiar trade terms FOB, CFR,CIF clearly. 4.1.1 FOB means that the seller clear the goods for export and fulfils his obligation to deliver when the goods have passed over the ships board at the named port of shipment, the buyer has to bear all cost and risks of loss of or damage to the goods from time when the goods have passed over the ships board. FOB term can only be used for sea or inland waterway transport. if two parties are unconsicously to pass the shops board, FCA (free carrler)can be used. the following are important issues to be considered when using FOB: a, FOB is followed by “port of shipmen” instead of “port of destination”. For instance, A trading company in Nan Jing exports its goods to New York with the FOB term, then the trade term should be “FOB Nan Jing”instead of “FOB New York”; b, the buyer should send the ship just in time. the buyer shall be hold responsible for all the losses arising from the late or clearly dispatch of the ship; c, in order to avoid discrepancies concerning loading expenses, the following form of FOB can be used:a. FOB Liner Terms. The seller is not responsible for the loading expenses.b. FOB Under Tackle. The seller is responsible for delivering the goods under the tackle of the buyers named ship, and shall not bear the expenses for loading the goods into the ships hold and other expenses.c. FOB Stowe(also referred to as FOBS). The seller is responsible for the loading and stowing expenses.d. FOB Trimmed (also refer to FOBT). The loading and trimming charges shall be borne the seller.e. FOB Stowed and Trimmed(for short as FOBST ).Loading, stowing and trimming charges is to be borne by the seller.4.1.2 CFR(named port of destination ) means that the seller must clear the goods for export and pay the costs and freight necessary to bring the goods to the named port of destination but the risk of loss of or damage to the goods, as well as any additional costs due to events occurring after the time the goods have been delivered on board the vessel, is to be borne by the buyer from the time when the goods pass the ships board in the port of shipment. Under CFR term, freight is normally borne by the seller, but customary practices concerning the issues of discharge expenses at the port of destination differs from country to country, if two parties are unconsciously to pass the ships board, CPT (carriage paid to) can be used. therefore it is advisable to adopt the following forms of CFR so as to avoid disputes arising from the different interpretation:a. CFR Liner Terms. The discharging fees is charged in the same way as in the liner transportation, the discharging charges at the port of destination is to be borne by the seller or the shipping company.b. CFR Landed. The seller is responsible for landing the goods and paying the discharging fees.c. CFR Ex Ships Hold. The goods shall be delivered at the ships hold, and the is discharges shall be borne by the buyer.4.1.3 CIF(named port of destination ) means that the seller must responsible for the cost and freight necessary to bring the goods to the name port of destination but the risk of loss of or damage to the goods. responsible for Chartering, space booking and shipment, payment to destination ports fees, shipping the goods in time, and inform the buyer in time after loading. the CIP(carriage and insurance paid to )can be used , when two parties are not in mind to pass the ships board. The seller contract for insurance and pays the insurance premium.4.2 The packing term of a contractIn international trade, requirements for packing vary according to the differences of the natures and character of commodities. In most cases, the parties would know beforehand which packing is required for the safe carriage of the goods to the destination. As usual the commodities can be categorized into bulk, under packed and packed commodities. And the packing commodities was more often use in international trade.4.2.1 Packed commodities. Most of commodities in international trade need certain degree of packing during the shipping, storing and sales process. And packing can be classified into shipping packing and sale packing.Shipping packaging is also referred to as outer packaging and is used for protecting the commodities against damages to or shortages during the storing and transportation. Shipping mark. on the shipping packages can be classified into shipping marks, indicative mark and warning mark. The shipping mark was a basic one, it usually consists of a simple design, some letters, numbers and simple words, and mainly contains a, name or code of destination; b, code of consignee or consignor ; c, price number, serial number, connect number or license number. Sales packing (also called inner packing or small packing). In addition to the protective role for the commodities, the sales packing also help to improve the image of commodities, it enables the consumers to easily identify, select, carry and use the commodities, so sales packing has become an important factor directly affecting the sales volume and the price.4.2.2Additionally the neutral packing was a important term of the international trade business, it can bring more benefit, so we must acknowledge the neutral packing very well. Neutral packing is the packing without the name and address of the manufacturer, the origin of country, the trade mark and brand. Neutral packing is adopted to break the tariff and non-tariff barriers of some important countries or regions, to meet the special demand of the transaction, and help the manufacturers in exporting countries to increase the competitiveness of their products and expand the exports.4.3 The payment terms of a contract issues In international sales of commodities, the main issues concerning the settlement of payment are means of payment, time and place of payment, and mode of payment etc. Issues in this regard should be clearly specified in the contract by th