国际贸易合同英文课件.doc

international commercial contract国际贸易合同
foreword
1.The main work of international trade:
Two directions:
(1)enterprise--------market
Business work:
①know the market
②transfer information to manufacturer
③promotion
④negotiation
⑤draft-modify-sign the contract
⑥perform the contract
⑦deal with problems arising from the business: become partner; settle disputes
(2) market------enterprise
Business work:
①Know the commodity, enterprise, demands
② negotiation and sign the contract
③manufacture and perform
④cooperate or settle disputes

summary
Contract is a part of international business.
2.Brief introduction to this course
Period: 36 hours
Credit: 2
Characteristics: special and elective course
3.Contributions to your work in the future
draft ,edit, interpret contracts
Case:
PI, PROFORMA INVOICE
4.contents
(1)Basic knowledge of contracts (emphases):
Concept, principle, development, structure, writing, interpretation, explanation
(2)The law of contract
(3)Some kinds of contracts (emphases)
5.Teaching material for reference
参考教材： 《国际商事合同制作原理》立新会计出版社，龚柏华主编;
主要辅助教材：
《英文合同书制作方法与法理》外文出版社，岩崎一生著;
《国际贸易条款及案例》对外经贸大学出版社，黎孝先主编;
《英汉经贸合同精选》对外经贸大学出版社，李俊主编;
《国际贸易合同》民主法制出版社，来奇主编.
6.The main requests
Can draft, edit and translate main contracts of international business accurately ;
Need your patience and carefulness
Chapter 1 the introduction
Section1 concept
1.contract
(1)definition
①《contract law of PRC》: an agreement that establish, modify and terminate the civil rights and obligations between subjects of equal footing, that is between natural persons, legal persons or other organizations.
② 《law dictionary》 by Steven Gifts:
Contract is a promise, or a set of promise, for breach of which the law gives remedy, or the performance of which the law in some way recognize as a duty.
From common law system
③
《a dictionary of law》 by LB.curzon: contract is a legally binding agreement
From continental law system
(2)Distinguish contract , agreement and treaty
Contract: with legal force, formal;
Agreement: more broader, might lack some essential elements of a contract;
Treaty:条约
(3) essential clauses
LB.curzon:
Offer and absolute and unqualified acceptance
Consensus ad idem
Intention to create legal relations
Genuineness of consent
Contractual capacity of the parties
Legality of object
Possibility of performance
Certainty of terms
Valuable consideration
(4) Certainty of terms
《contract law of PRC》:
Title or name and domicile of the parties;
Contract object;
Quantity;
Quality;
Price or remuneration
Time limit, place and method of performance;
Liability for breach of contract;
Methods to settle disputes
2.Kinds of international commercial contracts
international contracts for sale of goods; (ICC Model, model of sino-Japanese)
international contracts for sales agency; (ICC Model)
Distributorship contract; (ICC Model)
International franchising contract; (ICC Model)
Processing, compensation, licence, lease, labor, joint venture, joint cooperation, insurance, transportation, consultation, cooperation, loan, consignment, etc.
Section2 basic principles
basic principles of contract
1.freedom
Con-case:
fraud, threat, misunderstanding.
2.good faith and fair dealing;
3.pacta sunt servanda:
[latin] for pacts must be respected
4.abide by the law (mandatory rules prevail)
5.respect usages and practices
Section3 development
1. The assimilation of the legal criterion
(1)international treaties
Goods;
Technology;
Investment;
Finance.
(2) international customs
Incoterms2000, ucp500, etc.
(3) international model law (PICC)
2.The standardization of the text
(1) international organization
ICC: goods sale, agency, distributorship, franchise, occasional intermediary, non-disclosure agreement
ECE: ECONOMIC COMMISSION FOR EUROPE
Corn, complete plant成套设备 and durable consumer goods耐用消费品
(2)the professional association:
FIDIC conditions of contract for works of civil engineering construction
(3)legal persons
(4)country: sino-Japanese, Germany, South Korea
3.Novelty and specialization;
4.the electronic formation
E-commerce
Chapter2 structure
Section1 non-operative part
1.foreword
(1)cover: title, parties, date
(2)title:
Contract, agreement, confirmation, order, memorandum
(3)number
(4)date: effective date, sign date
(5)place: governing law, stamp duty
(6)the corporate or personal name
Full name for the first time, repeat for short; law
(7)address:
Legal address, registered address, principal business office
2.Explanation clause
(1)whereas clause
(2)recitals:
Background, principle, legality
Section2 body (operative part)
Structure:
Article (chapter);
Section, sub-section;
Paragraph, sub- Paragraph
Or 1, 1.1, 1.1.1……
1.Assistment clause
(1)definition: special meaning
(2)duration: the date coming into force, the duration
(3)notice: time, form, language, contents, manner
(4)termination: by stipulation, by negotiation, by law
(5)the essence clause
Common law: breach be considered as a material breach;
Continental law: extend a time limit
(6)merger clause
(7)heading has no legal force, only for brief
2.Settlement clause
(1)assignment
Rights, obligations, all together
(2)amendments
Mutual consent, by special form
(3)force majeure
Definition, reason, timely notice and attest, aftereffect
(4)hardship
3.Disputes resolution clauses
(1)choice of law
Suit: contact with contract (some countries)
Arbitration: choose from any country, exception: mandatory rules prevail
(2) Arbitration and mediation clause
Consent, scope, place, organization, rule and procedure, written agreement, award, fee
Section3 final clause
1.copy, language, validity
2.witness clause
3.testimonium: sign and seal
4.conditions of effectiveness: after the signature, after approval
5.annexes, appendices, schedules, exhibits
Chapter3 the language
Section1 the characteristics of the language of contract
Professional, formal, accurate;
Accuracy, brevity, clarity
1. Accuracy
(1)avoid ambiguity (more than two meanings)
(2)repeat of words
(3)use ancient words
(4)use Latin words
(1)avoid ambiguity
Case:
Red ball-pen;
Time: in, bimonthly, biweekly and others
And/or
(2)repeat of words
Repeat is common
Adverb:
here-, this
there-, that
where-, what or which
Function: replace and restrict
Such as:
hereafter, herein, hereinafter, hereof, hereto, hereunder, hereupon;
Thereafter, thereof, therein, therewith;
Whensoever, whereat, whereby, wherefore, wherein, whereof, whereon
(3)use ancient words, p29
Aforementioned
Aforesaid
Forthwith
Henceforth: from now on
Pursuant to
Thence
In witness whereof
(4)use Latin words
P29-p30
①Ab initio: 从一开始；
Ab initio calculation
②Ad hoc: 特别的，仅为某一目的的；非事先计划的，非正式的
FBI appoints an ad hoc royal trump-killer to give the goat a death-blow;
Ad hoc speech
③bona fide: good faith善意的，真正的。bona fide holders, bona fide mortgage
④contra proferentem: against the who offers, contra proferentem rule:对规则提议人不利的规则。
⑤de jure: of law, de facto: in fact
⑥et al(alia)： and another及其他；inter alia: among other things其中包括

⑦ipso facto: by the fact itself根据事实本身，基于事实
⑧pari passu: 同等待遇,on a pari passu basis
⑨per se: by itself,就其本身
Most people know very little about educational process per se.
⑩ultra vires: beyond the power,越权， ultra vires havior by directors.
2.Complex sentence
(1)tautology:preciseness
(2)repeat of thesaurus
(3)strictness: cause and effect
(1)tautology:preciseness
Annul and set aside
Written document
Entirely and completely remove
Totally null and void
example
Now, therefore, in consideration of the premises, and the representations陈述, warranties授权，担保, covenants and undertakings承诺，保证 of the parties hereinafter set forth, and for other good and valuable considerations, the parties agree among themselves as follows……
(2)repeat of thesaurus
Parallelism
Any matter, fact or thing;
Authorize and empower;
Bind and obligate;
Cease and desist;
Convey, transfer, and set over
Covenant and agree
For and on behalf of;
Furnish and supply;
Power and authority;
Relieve and discharge;
Rights, titles and interests;
Shall and will;
Terms and conditions;
Sole and exclusive;
Keep and maintain;
New and novel;
To have and to hold……
“maintain” shall mean operate, service, repair, uphold, support, rebuild, renew, over-haul, pave, purge, scour, cleanse, empty, amend, keep, tend, replace, refurbish, improve and decorate or such of the foregoing as may be applicable in the circumstances and in the interest of good estate management and “maintenance” shall be constructed accordingly.
(3)strictness:
Have cause and effect
Lon sentence with more modifiers.
example sentence 1:
Now, therefore, in consideration of the premises, and the representations, warranties, covenants and undertakings of the parties hereinafter set forth, and for other good and valuable considerations, the parties agree among themselves as follows……
example sentence 2:
If, after the signing of this agreement, the Chinese government either at the State, provincial, municipal or local level adopts any new law, decree or rule, amends or repeals any provision of any law, regulation, decree or rule, or adopts any different interpretation or method of implementation of any law, regulation, decree or rule,
Which contravenes this agreement or which materially and adversely affects a Party`s economic benefit under this agreement, then upon written notice thereof from the affected party to the other party, the Parties shall promptly consult and decide whether(1)
(1)to continue to implement this Agreement in accordance with the original provisions thereof as per the relevant provisions of the contract law of the People`s Republic of China; or (2) to effectuate necessary adjustments in order to preserve each Party`s economic benefit under this agreement on a basis no less favorable than the economic benefit it would have received if such law, , regulation, decree or rule, had not been adopted, amended, repealed or so interpreted or implemented
3.Standard format
Standard contract
Standard clause
Model contract
4.Particular expression
Grammar
(1)little use interpunctions;
(2)tense: simple present
(3)voice: generally use active voice ,not passive voice
(4)pronoun
Generally use indirect pronouns, avoid using person pronouns, owner pronouns
(5)singular and plural
Words in the singular include the plural and vice versa
(6) negative and positive(masculine, feminine)
Words Used in the masculine gender include every gender.
(4) indirect pronouns
Party A,party B;
The first party, the second party;
The buyer, the seller;
The purchaser, the supplier;
The sending party, the receiving party;
The licensor, the licensee;
The recipient, the supplier;
The transferor, the transferee;
The creditor, the debtor.
(5)singular and plural
Example:
A loan provided by foreign lending institutions should be in foreign currency and may not be converted into RMB without the approval from the SAFE or its designated branches.
Section2 the usage of shall, may and will
1.shall
Shall Means “must”
Use in legal obligation
Should:
Use in common obligation
倒装：如果，虚拟语气

example sentence: shall
The Seller shall bear all expense, risks of the commodity it passes over the vessel`s rail and is released from the tackle. After it has passed over the vessel`s rail and been released from the tackle, all expenses, risks of commodity shall be for the Buyer`s account.
Example：fault sentence
The seller shall receive the down payment of U.S. dollar ten thousand.
Example：should
Should all or part of the contract be unable to be fulfilled owning to the fault of one party, the breaching party shall bear the responsibilities thus caused. Should it be the fault of both parties, they shall bear their respective responsibilities according to actual situations.
2.may
May Means “Be entitled to”
Use in legal rights
Not legal rights: be entitled to
May not: 禁止性义务
example sentence1
Either party may forthwith terminate this contract, if the other party defaults in any provision and does not remedy the defaults within 25 days.
example sentence2
If the contract can not come into force within six months after the date of signing both parties are entitled to consider themselves absolved from the contract.
3.will
Has not legal force
Wish, want to
example sentence
The tenant承租人 will keep the premises in good repair.
The landlord shall provide locks and keys.
The landlord may enter and repossess收回 the premises upon termination of this contract.
Chapter4 interpretation
Section1 prepare
1. Be an eligible translator
(1)has strong sense of responsibility.
(2)be good at language.
(3)be good at professional knowledge.
Moral person, good offices.
2.do the preparative work well
(1)predicted reading
(2)associated reading
(3)studied reading
The devil in the details.
Example
If the foreign joint venture causes losses by deception through the international use of backward technology and equipment, it shall pay compensation for the losses.
losses, any loss or losses, loss
Section2 principles of interpretation
Faithfulness, expressiveness, elegance
1. Faithfulness
True and accuracy
Subtract words from the sentence
Add words to the sentence
Example: Subtract words
The Parties agree that this agreement may be pleaded in any court of competent jurisdiction as a bar to any action, suit, claim, cause of action原告的起诉原由 or proceeding诉讼程序 commenced by Party B against Party A or Party C for or in respect of or in any way connected with or arising out of the Claim.,
Example: Subtract words
Taxation shall comprise all forms of taxes, including without limitation income tax, capital gains tax, stamp duty, tariffs, customs duties, import and export duties, impositions, duties and levies, and all fines, penalties, charges, fees, costs and rates imposed, levied and collected by the taxation authority and other competent authorities.

levy重在impose，而collect强调together.
在法规翻译中，在强调征收行为时多用levy，对征收的状态，工作或性质，多用collect.
pecuniary penalty, fine, fine penalties
Example: Add words
The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.
require performance: require the other party to perform.
This Agreement shall take effect on the Effective Date and shall continue for a period of ten(10)years. This Agreement shall be automatically renewed for one-year terms thereafter unless and until terminated by either Party hereto by giving six(6)months` written notice to the other.
until this Agreement terminated

2.expressiveness and smoothness
Fluency
（1）讲英语中常用的被动句翻译成符合汉语习惯的主动句。
For instance:
This agreement is executed in Chinese. If necessary, it may be translated into other languages.
被，由，手，得到，予以。
（2）灵活处理句子顺序，合理拆分长句
灵活处理句子顺序For instanc