国际贸易合同英文课件.doc

international commercial contract国际贸易合同foreword1.The main work of international trade:Two directions:(1)enterprise-marketBusiness work:know the markettransfer information to manufacturerpromotionnegotiationdraft-modify-sign the contractperform the contractdeal with problems arising from the business: become partner; settle disputes(2) market-enterpriseBusiness work:Know the commodity, enterprise, demands negotiation and sign the contractmanufacture and performcooperate or settle disputessummaryContract is a part of international business.2.Brief introduction to this coursePeriod: 36 hoursCredit: 2Characteristics: special and elective course3.Contributions to your work in the futuredraft ,edit, interpret contractsCase:PI, PROFORMA INVOICE4.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 requestsCan draft, edit and translate main contracts of international business accurately ;Need your patience and carefulnessChapter 1 the introductionSection1 concept1.contract(1)definitioncontract 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. 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 systema dictionary of law by LB.curzon: contract is a legally binding agreementFrom continental law system(2)Distinguish contract , agreement and treatyContract: with legal force, formal;Agreement: more broader, might lack some essential elements of a contract;Treaty:条约(3) essential clausesLB.curzon: Offer and absolute and unqualified acceptanceConsensus ad idemIntention to create legal relationsGenuineness of consentContractual capacity of the partiesLegality of objectPossibility of performanceCertainty of termsValuable consideration(4) Certainty of termscontract law of PRC:Title or name and domicile of the parties;Contract object;Quantity;Quality;Price or remunerationTime limit, place and method of performance;Liability for breach of contract;Methods to settle disputes2.Kinds of international commercial contractsinternational 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 principlesbasic principles of contract1.freedomCon-case: fraud, threat, misunderstanding.2.good faith and fair dealing;3.pacta sunt servanda:latin for pacts must be respected4.abide by the law (mandatory rules prevail)5.respect usages and practicesSection3 development1. The assimilation of the legal criterion(1)international treatiesGoods;Technology;Investment;Finance.(2) international customsIncoterms2000, ucp500, etc.(3) international model law (PICC)2.The standardization of the text(1) international organizationICC: goods sale, agency, distributorship, franchise, occasional intermediary, non-disclosure agreementECE: ECONOMIC COMMISSION FOR EUROPECorn, 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 Korea3.Novelty and specialization;4.the electronic formationE-commerceChapter2 structureSection1 non-operative part1.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 nameFull name for the first time, repeat for short; law(7)address:Legal address, registered address, principal business office2.Explanation clause(1)whereas clause(2)recitals:Background, principle, legalitySection2 body (operative part)Structure:Article (chapter);Section, sub-section;Paragraph, sub- ParagraphOr 1, 1.1, 1.1.11.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 clauseCommon 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 brief2.Settlement clause(1)assignmentRights, obligations, all together(2)amendmentsMutual consent, by special form(3)force majeureDefinition, reason, timely notice and attest, aftereffect(4)hardship3.Disputes resolution clauses(1)choice of lawSuit: contact with contract (some countries)Arbitration: choose from any country, exception: mandatory rules prevail(2) Arbitration and mediation clauseConsent, scope, place, organization, rule and procedure, written agreement, award, feeSection3 final clause1.copy, language, validity2.witness clause3.testimonium: sign and seal4.conditions of effectiveness: after the signature, after approval5.annexes, appendices, schedules, exhibitsChapter3 the languageSection1 the characteristics of the language of contractProfessional, formal, accurate;Accuracy, brevity, clarity1. Accuracy(1)avoid ambiguity (more than two meanings)(2)repeat of words(3)use ancient words(4)use Latin words(1)avoid ambiguityCase:Red ball-pen;Time: in, bimonthly, biweekly and othersAnd/or(2)repeat of wordsRepeat is commonAdverb: here-, thisthere-, thatwhere-, what or whichFunction: replace and restrictSuch as:hereafter, herein, hereinafter, hereof, hereto, hereunder, hereupon;Thereafter, thereof, therein, therewith;Whensoever, whereat, whereby, wherefore, wherein, whereof, whereon(3)use ancient words, p29AforementionedAforesaidForthwithHenceforth: from now onPursuant toThenceIn witness whereof(4)use Latin wordsP29-p30Ab initio: 从一开始；Ab initio calculationAd 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 speechbona fide: good faith善意的，真正的。bona fide holders, bona fide mortgagecontra proferentem: against the who offers, contra proferentem rule:对规则提议人不利的规则。de jure: of law, de facto: in factet al(alia)： and another及其他；inter alia: among other things其中包括ipso facto: by the fact itself根据事实本身，基于事实pari passu: 同等待遇,on a pari passu basisper se: by itself,就其本身Most people know very little about educational process per se.ultra 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:precisenessAnnul and set asideWritten documentEntirely and completely removeTotally null and voidexampleNow, 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 thesaurusParallelismAny matter, fact or thing;Authorize and empower;Bind and obligate;Cease and desist;Convey, transfer, and set overCovenant and agreeFor 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 effectLon 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 followsexample 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 Partys 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 Peoples Republic of China; or (2) to effectuate necessary adjustments in order to preserve each Partys 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 implemented3.Standard formatStandard contractStandard clauseModel contract4.Particular expressionGrammar(1)little use interpunctions;(2)tense: simple present(3)voice: generally use active voice ,not passive voice(4)pronounGenerally use indirect pronouns, avoid using person pronouns, owner pronouns(5)singular and pluralWords 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 pronounsParty 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 pluralExample: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 will1.shallShall Means “must”Use in legal obligationShould: Use in common obligation倒装：如果，虚拟语气example sentence: shallThe Seller shall bear all expense, risks of the commodity it passes over the vessels rail and is released from the tackle. After it has passed over the vessels rail and been released from the tackle, all expenses, risks of commodity shall be for the Buyers account. Example：fault sentenceThe seller shall receive the down payment of U.S. dollar ten thousand.Example：shouldShould 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.mayMay Means “Be entitled to”Use in legal rightsNot legal rights: be entitled toMay not: 禁止性义务example sentence1Either party may forthwith terminate this contract, if the other party defaults in any provision and does not remedy the defaults within 25 days.example sentence2If 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.willHas not legal forceWish, want toexample sentenceThe 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 interpretationSection1 prepare1. 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 readingThe devil in the details.ExampleIf 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, lossSection2 principles of interpretationFaithfulness, expressiveness, elegance1. FaithfulnessTrue and accuracySubtract words from the sentenceAdd words to the sentenceExample: Subtract wordsThe 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 wordsTaxation 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 penaltiesExample: 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 terminated2.expressiveness and smoothnessFluency（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