合同条款模板及翻译.docx

讲义4 合同条款分析
• 当事人
• 相关事实陈述
• 对一些术语的约定定义
• 先决条件
• 协议内容
• 陈述与担保
• 格式条款
• 时间表
• 签名
• 附件

1. Status of parties
Eg. Statchem Inc is a corporation duly organized and validly existing under the laws of the State of New York， United States of America， with it’s principle office located at New York City. Statchem Inc is engaged in the business of producing and selling chemicals.

2. purpose of contract
The company desires to appoint a representatives for the Territory as hereinafter defined, and the Representatives declares it possesses the requisite skills, facilities and financial and physical resources to perform as such Representative for the said Territory and Sale Responsibility and is willing to do so.

3. condition precedent
If the buyer fails to make any payment on time, the seller must send a notice of default before seeking any remedy.

4. Goods
The products and Services, collectively referred to herein as “Goods”, covered by this Agreement are as described in Schedule 1 hereto and are limited to that as described. They may be subsequently enlarged upon, reduced or otherwise changed by written mutual consent of the parties.

5. Price
The company undertakes to supply the products to the Distributor at the prices currently as per the Price List set out in Schedule 1 hereto provided always that on giving the Distributor not less than 3 months’s notice in writing the company shall be entitled to make any price adjustments which it considers necessary and prudent.

6. Terms of payment
The distributor shall pay the company for all Products purchased hereunder not later than thirty days from the date of invoice.

7. Uniqueness of goods
The Sellers and buyers affirms that the goods sold under this contract are unique and cannot be purchased on the open market or manufactured specially.

8. Commerce and termination of the contract
This agreement shall be for a period of two years from the date hereof and shall thereafter be renewed for further successive periods of two years provided always that the distributor shall have achieved a level of sales to the satisfaction of the company and also subjected to the provisions for termination hereafter appearing.

9. Language
The English language shall be the controlling language for the purpose of interpreting this Agreement, and all correspondence between Company and Representative shall be in the English language.

10. Procedure on termination
Upon termination of this Agreement, the Distributor shall promptly return to the Company or otherwise dispose of as the Company may instruct all samples, instruction books, technical pamphlets, catalogue, advertising materials and other documents and papers whatsoever in the Distributor’s possession and also deliver up to the Company a note of the names and addresses of all customers to whom the Products have been supplied during the currency of this Agreement.

11.Retention of title
Title to the Products shall only pass to the Distributor when payment has been received by the Company in the manner stipulated in paragraph 4 herein.

12. Service of notice
Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and may be served by leaving it or sending it by fax, prepaid recorded delivery or registered post to the address and for the attention of the relevant party set out in clause 15.2. Any notion s served by fax or post shall be deemed to have been received:
(a) in the case of fax, twelve(12) hours after the time of dispatch.
(b) in the case of recorded delivery or registered post, forty eight (48)hours from the date of dispatching.

13.Governing law
This agreement is governed by and shall be construed in accordance with laws of England and Wales.

14. Assignment
Neither party may assign its right or obligation hereunder without the prior written consent of the other party, which consent may not be withheld arbitrarily, nor may this agreement be assigned by operation of law. Any purported assignment in the absence of such written consent shall be void.

15. Indemnity
The distributor shall indemnify the company against all actions, costs, claims, and demands arising from the sales of the Products by the Distributor, excluding matters of a product liability nature.

16. Arbitration
Any dispute arising out of this agreement shall be finally settled by arbitration in accordance with the arbitration rules of the Committee of Arbitration at the Central Chamber of Commerce in Finland and the arbitration tribunal shall consist of one arbitrator.

17. Whole agreement/merger clause
This agreement is the whole agreement between the parties and supersedes all prior written and oral agreement, understandings and commitments between the parties.
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18.Severance
The invalidity of the any term of this agreement does not affect the validity of remainder of the agreement.

19.waiver
No waiver of this Agreement (or any document entered into pursuant to this agreement) shall be valid unless it is in writing and signed by or on behalf of each of the parties hereto.

20. Inspection,
The buyer has inspected and is familiar with the premises and the physical condition of all the furniture, fixtures and equipment and improvements thereon and therein, and enters into this Agreement on the Buyer’s own independent investigation.

21. Novation
company hereby acknowledges that in consideration of Statchem Inc having assumed the liability of Chem Ltd to pay to the Company ＄150,000 for Products delivered on 23 September 2003, the Company releases all the claims which it had against Chem Ltd under the original contract. In Lien of these claims, the Company accepts the liability of Statchem Inc for the obligation of Chem Ltd under the original contract.

22.Limited warranty
The manufacturer agree to repair or replace any defective part during the first 12 months after purchase.

23.Exemption clause
The Vendor shall not be liable for any claim (a) in the case of a claim in respect of a breach of the Warranties, if and to the extent that the fact, matter, event or circumstance giving rise to such claim was fairly and reasonably disclosed in the Discloure Letter; or (b) if and to the extent that the matter is specifically disclosed or is specificaly provided for in the Accounts.

24.Confidentially and Disclosure/secrecy clause
The Distribution agrees that it will not at any time after the signature of this Agreement disclose any information in relation to the Company’s method of manufacture or design or the Distributor’s method of Distribution in relation to the Products.

25.Restraint of trade/anti-competition clause
The Distributor agrees that it will not during this Agreement or for a period of two years after the termination of this Agreement be involved whether as principal, partner, agent, contractor or employer in the manufacture, sale or distribution in the Territory of any products which the Distributor has distributed under this Agreement.

26.Force Majeure
Neither party shall be liable to the other party for any failure to perform or delay in performance of the terms of this agreement, other than an obligation to pay money, caused by any circumstances beyond its reasonable control, including but not limited to defaults of supplies or subcontrctors and all types of industrial disputes, lockouts and strikes.

27.Costs
Each party to the contract shall bear the costs and expenses incurred by it in relation to the negotiation, drafting and execution of the Agreement.

28.Currency
Except as expressly provided in this Agreement , all amounts in this Agreement are stated and will be paid in US dollars.

29.Amendment
No amendment to this Agreement will have any effect unless it is made in writing and signed by a duly authorised representative of each of the parties.

31.Interpretation
In this Agreement:
(a) any reference to a person shall include a firm or limited company;
(b) any reference to a clause, schedule or appendix is a reference to that clause, schedule or appendix to this Agreement.
(c) reference to any law or statute includes a reference to that law or statute as from time to time amended and to any orders, statutory instruments or regulations made under that law or statute.
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