contract&-agreement-合同与协议.ppt

Contracts&AgreementsContract What is contract？A contact in this Law refers to an agreement establishing，modifying and terminating the civil rights and obligations between subjects of equal footing，that is，between natural persons，legal persons or other organizations.contract law,1999Contract“contract is a promise，or a set of promises，for breach of which the law gives remedy，or the performance of the which the law in some way recognize as a duty.”Law Dictionary，Steven H.Gifts Agreement What is agreement？A consensus of mind，or evidence of such consensus，in spoke or written form，relating to anything done or to be done.A Dictionary of Law，L.B Curzon The consent of two or more persons concurring respecting the transmission of some property，right or benefits，with the view of contacting an obligation，a mutual obligation.Law DictionaryContract Agreement？NO!Contract generally involves:1.offer and absolute and unqualified acceptance（要约和绝对接受）2.consensus ad idem（意思表示一致，也叫meeting of minds）3.intention to create legal relations（建立合同关系的意愿）4.genuineness of consent（同意的真实性）5.contractual capacity of the parties（合同当事人的缔约能力）6.legality of object（标的物的合法性）7.possibility of performance（履行的可能性）8.certainty of terms（条款的确定性）9.valuable consideration（等价有偿）So,although often used as synonyms with contract，agreement is a broader term，e.g.an agreement might lack an essential element of a contact.Contract is an important component of agreement.All contracts are agreements,but not all the agreements are contracts.The Form of a Contract or an AgreementHeadBodyEndHead The title of the contract or agreementThe number of the contract or agreementThe date and the place of signing the contract or agreementThe preface of the contract or agreementBody The name and the specification of the commodityQuantityUnit price and total valueThe port of destinationPaymentInsuranceInspectionClaim and arbitrationEnd The copies and the conserves of the contract or agreementThe language(s)usedThe full names of the partiesThe seals affixed by the partiesSome Useful Sentences on Contracts and AgreementsThis contract is made and entered onto by and between XX company,XX(country)(hereinafter called Party A)and XX enterprise,XX(country)(hereinafter called Party B).该合同由XX国XX公司和XX国XX公司共同签署。A contract may be modified if the parties reach a consensus through consultation.当事人协商一致即可以变更合同。Any amendment to this contract shall become effective only by a written agreement by Party A and Party B.对本合同的任何修改，只有经甲、乙双方签署书面协议后方能生效。Any annex is the integral part of this contract.本合同一切附件均为本合同的有效组成部分。Any departure from the terms and conditions of the contract must be advised in writing.任何与合同条款相背离的地方，都应以书面形式通知。Any failure by a party to carry out all or part of his obligations under the contract shall be considered as a substantial breach.一方当事人不履行本合同的全总或任何部分义务均应被视为是根本违约。Examples of void contracts are those entered into as a result of misrepresentation,duress or undue influence.因欺诈、胁迫和乘人之危而签订的合同属于可撤销合同。If any of the above-mentioned clauses is inconsistent with the following additional clauses,the latter is to be taken as authentic.以上任何条款如与下列附加条款相抵触，以下列附加条款为准。In case of heavy losses,failure of a party to fulfill the obligations prescribed by the contract of force majeure,the contract may be terminated.如发严重亏损，一方不履行合同规定的义务或不可抗力等，可提前终止合同。Lawfully established contracts shall be protected by law.依法成立的合同应受法律保护。Marine insurance contracts are indemnity contracts and require the parties to exercise the utmost good faith.海上保险合同属于赔偿合同，要求双方当事人尽到最大善意的义务。This contract is executed in three counterparts,all of which are considered as originals and of the same effect.本合同一式三份，均应视为原件，具有同等效力。56.This contract will be effective after being signed by both parties.本合同一经双方签字后立即生效。57.This offer will be lapsed automatically after the time limit.这项要约在期限过后，便会自动失效。Thank You