国际商务合同文体-61页PPT课件.pptx

1、国际商务合同文体Contents 合同的概念商务合同的形式商务合同的语言特色合同的概念合同亦称“契约”。合同是指平等主体的双方或多方当事人就建立、变更、消灭民事法律关系所签订的协议。它是双方的法律行为，是双方当事人意思表示一致的结果。提出订约建议一方的意思表示称为要约，接受要约条件一方的意思表示成为承诺。要约一经承诺，合同即告成立。在国际贸易中主要的合同内容包括：对买卖双方在商品名称、品质规格、数量、包装、运输、保险、付款办法、检验、索赔、仲裁、不可抗力等的定义以及其他方面对权利和义务的规定。商务合同的形式狭义：口头形式书面形式：1.格式合同；2.双方自定协议；3.双方往来信件、电报、电传等。

2、广义：合同协议（协定）订单议定书备忘录确认书1.合同双方权利和义务内容具体固定格式：约首、正文、约尾2.协议（协定）两个（或以上）国家（或地区）为调整和发展相互间的贸易关系而签订的书面协议。一般由政府签订，有时也可由民间组织签订。协议内容包括：进出口贸易额、进出口货单、缔约国对履行货单的义务、作价办法、支付方式、使用货币、关税优惠和关税减让、对签约各方贸易平衡的合理安排、有效期、延长或中止协定的程序等。双边、多边贸易协定年度、长期贸易协定3.订单一般货物买卖中，指买方就订购某一种商品发给卖方的文件。内容一般包括交易的主要条件，如商品名称、品质、规格、数量、包装、价格、交货时间和地点、付款条件等

3、。按行市交易订单(market order)限价订单(limit order)4.议定书贸易议定书是缔约国就发展贸易关系中的某项具体问题所达成的书面协议。这种议定书往往是作为贸易协定的补充、解释或修改而签订的。内容较为简单，作为贸易协定的补充、解释或修改而签订。程序也较简单，只须签字国有关行政部门的代表签署即可生效。5.备忘录书面合同之一。指买卖双方磋商过程中，就某些事项达成一定程度的理解与谅解所形成的一致意见，记录下来，作为今后进一步磋商、达成最终协议的参考。使用范围逐渐扩大。6.确认书较为正式的合同订单，是买卖双方在通过交易磋商达成交易后，寄给对方加以确认的列明达成条件的书面证明，经买卖双

4、方签署的确认书，是法律有效文件。销售确认书与购货确认书。商务合同的语言特色定义条款效力条款转让条款保证条款保密条款解除条款终止条款违约处罚条款不可抗力条款准据法1.定义条款合同正文第一部分一般为定义部分。对于被定义的词语或者表述，一般采取将其全部大写，如买卖合同中的货物“GOODS”或“EQUIPMENT”等，或将首字母大写，如“Equipment”，以区别于普通用语。如，大写的CONTRACT特指本合同，而小写的contract可泛指任何合同。中文中，用黑体、斜体或引号表示专门用语。出现简称时，后加括号，写明“hereinafter referred to as xxx”。定义部分常用语Th

5、e following expressions shall have the following meanings unless otherwise expressly required.AA Leasing Co.New York(hereinafter called the Lesser)and BB Plant,Guangzhou(hereinafter called the Lessee)“Exclusive Territory”means the following countries:Australia,New Zealand,Mexico,Netherlands,Canada a

6、nd Brazil.Buyer shall pay the Contract Price to Party B within sixty(60)days after the receipt of Party Bs invoice.(In this clause,Party B means AAB)2.效力条款合同使用文字、合同份数、各种文本的效力合同生效时间，合同修改补充的效力，合同附件效力This Contract is made out in both the Chinese and English languages,each in two originals and one origi

7、nal of each is held by Party A and Party B.in case of any discrepancies between the Chinese and English copy,the English copy shall govern.The Contract shall come into force after it has been approved by the examination and approval authority of China.The Appendices attached hereto are hereby made a

8、n integral part of this Contract and are equaly binding on both parties.3.转让条款合同权利、义务的转让，即当事人一方将合同权利或义务全部或部分转让给第三人的现象。If either Party A or Party B intends to assign all or part of its investment to a third party,it shall first offer such assignment to the other party which has the right to decide wh

9、ether or not to acquire the investment of the other party within a period of three(3)months after receipt of the written notice of the party indicating its intention to assign.4.保证条款督促合同签署各方履行规定义务，或在债务人不履行义务时，债权人获得一定补偿。The Seller shall guarantee that the commodity must be in conformity with the qual

10、ity and specifications specified in this contract and Letter of Quality Guarantee.The guarantee period shall be 3 months after the arrival of the goods at the port of destination,and during the period the Seller shall be responsible for the damage due to the defects in designing and manufacturing of

11、 the manufacturer.5.保密条款包括保密主体、保密客体、保密方式、保密时间。All information made available under this Agreement shall be kept in strict confidence from any third party without prior consent in writing of the other party.The only exception,however,shall be the disclosures forced by the laws,orders or regulations o

12、f Governments or Organizations have the necessary authorities and such disclosures shall not be deemed to constitute a violation of the Article under this Agreement.6.价格与付款条款价格条款包括计价货币、计价单位、单位价格金额和贸易术语。Unit price:USD1,890.00 per metric ton CIF Shanghai.付款条款包括付款方式与流程The Buyer shall open with a bank a

13、cceptable to the Seller an Irrevocable Letter of Credit to reach the Seller 30 days before the month of shipment,valid for negotiation in China until the 15th day after the month of shipment.7.解除条款协议解除，不可抗力解除，延迟履行，不完全履行，拒绝履行In case there is any breach of the provisions under the Agreement by either

14、party during the effective period of this Agreement,these parties hereto shall first of all try to settle the matter in question as soon and amicable as possible to mutual satisfaction.Unless settlement is reached within thirty days after the notification in writing of the other party,such other par

15、ty shall have the right to cancel this Agreement and the loss and damage sustained thereby shall be indemnified by the party responsible for such breach.8.终止条款在债务已履行，合同解除，债务相互抵消等情况下，合同终止。The validity period of the contract shall be five(5)years from the effectiveness of the contract and shall become

16、 null and void automatically upon the expiry of the validity period of the contract.9.违约处罚条款包括赔偿损失和赔偿限制、违约金和补救措施。If any invoice remains unpaid more than 15 days after the specified credit term,the unpaid amount will be considered overdue,and the SELLER reserves the right to levy a late payment charg

17、e based on prevailing interest rate on the overdue amount for the period for which it has been outstanding.10.不可抗力条款 不可抗力包括地震、水灾、旱灾、战争、政府禁令、罢工等。The Seller shall not be responsible for the late delivery or non-delivery of the Goods owing to generally recognized“Force Majeure”causes.However,in such ca

18、se,the Seller shall notify the Buyer immediately and deliver in 14 days to the Buyers a certificate of the occurrence issued by the Government Authorities or the Chamber of Commerce at the place where the accident occurs as evidence thereof.11.准据法法律适用与法律选择The formation,interpretation and performance

19、 of the contract shall be governed by the laws of the Peoples Republic of China.“WORK”shall mean all work to be carried out including but not limited to delivery of EQUIPMENT,services of installation,testing and commissioning of the EQUIPMENT.After the satisfactory COMPLETION of the WORK by the SELL

20、ER,the BUYER shall pay or cause to be paid to the SELLER the PURCHASE PRICE,in accordance with this PURCHASE AGREEMENT.COMPLETION shall mean completion of WORK in accordance with PURCHASE AGREEMENTSELLER shall mean AB and BC.Lexical featuresFormal wordsArchaismsTechnical termsCommon words with speci

21、fic meaningsUse of synonyms or relevant wordsVague wordsAvoidance of pronounsNumbers conveyed in both words and numeralsBorrowed words1.Formal wordsAroundBegin/startFinishExplainCallUseTellGiveAskSignEndIn case ofBeforeabout1.Formal wordsFormal wordsCommon wordsApproximatelyCommence/initiateComplete

22、ConstrueConveneEmployNotifyPresentRequireExecuteTerminateIn the event of Prior toWith regard toAroundBegin/startFinishExplainCallUseTellGiveAskSignEndIn case ofBeforeaboutThe agreement shall commence on this day and automatically terminate upon the bankruptcy or insolvency of either of the parties h

23、ereto.The term“Effective Date”means the date on which this Agreement is duly executed by the parties hereto.2.ArchaismsRegular,solemn,conservative,rigid and authoritative style of contracts.More precise.Avoid repetition and redundancyHereto,hereof,herein,hereinafter,hereinabove,hereunderThereto,ther

24、eon,therein,thereatWhereby,wherein,whereat,whereof,wherefore,whereuponWitnesseth,said,aforesaid etcThe Parties hereto agree as followsAll disputes in connection with this contract or the execution thereof shall be settled by negotiation between both parties.This contract is made by and between the B

25、uyer and the Seller whereby the Buyer agrees to buy,the Seller agrees to sell the following commodities in accordance to terms and conditions stipulated below.This policy witnesseth thatLessee promises to pay a deposit.Said deposit shall accrue interest at a rate of five percent per annum.3.Technica

26、l termsWords which appear frequently in business contractsDefect,remedy（赔偿）,jurisdiction(管辖权、权限）,damages and/or losses,indemnities（赔偿）,tenancy（租期）,etc.All disputes in connection with this CONTRACT or the EXECUTIOM thereof shall be settled friendly through negotiations.Where no settlement can be reac

27、hed the disputes shall be submitted for arbitration.If the SELLERS are the plaintiff the arbitration shall take place in Stockholm.If the Buyers are the plaintiff the arbitration shall take place in Beijing and be conducted by the Arbitration Committee of the China Council for the Promotion of Inter

28、national Trade in accordance with the Provisional Rules of Procedures promulgated by the said Arbitration Committee.Arbitration expenses shall be borne by the losing party.4.Common words with specific meaningsThe Management Agreement and Clause 2 shall be read and construed as one document and Claus

29、e 2 shall be considered to be part of the Management Agreement and,without prejudice to the generality of the foregoing,When one Party to the Company assigns all or part of its investment,the other Party shall have the preemptive right to purchase the same.WordActionArticleAwardConsiderationPartySat

30、isfactionCommon meaningThe fact or process of doing thingsA separate piece of writingA prizeThoughtful attention or careAn association of people having the same political aimsSth.that gives a feeling of happiness or pleasureMeaning in contractsA charge or a matter for consideration by a court;lawsui

31、t（诉讼）Part of a contract（协议条款）Decision of the arbitrators（判决）Benefit to promisor or detriment to promise（对价）Person contracting（签约方）Sth that makes a person feel that damage done to his/her honor has been removed5.Use of synonyms or relevant wordsFurnish and provideFulfill or performTransferable or ass

32、ignableIn full force and effectFinal and bindingMake and enter intoImport duty and taxCustoms and usages(惯例)Loss,injury or damageAlteration,modification or substitutionMisuse or abuseAltered or amendedRepair or replaceAlter and changeSole and exclusiveFinal and conclusiveOver and aboveFrom and after

33、6.Vague wordsPrecision and unambiguity are the main characters of business contracts,but an appropriate level of vagueness or flexibility is also allowed.Party A agrees to help Joint Venture to invite and recruit Chinese experts,technicians,workers and other personnel and Party B agrees to help Join

34、t Venture to invite and recruit foreign experts.If the Supplier fails to commence the work necessary to remedy such defect or any damage to the Equipment caused by such defect within a reasonable time,the Buyer may carry out such work in a reasonable manner,and the reasonable direct costs incurred b

35、y the buyer in connection therewith shall be paid to the Buyer by the Supplier,providing that the labor costs included in such costs shall be calculated based on the local costs incurred in the country in which the Contract Plant is to be constructed.FOR VALUE RECEIVED,the undersigned does hereby se

36、ll,transfer,and set over to _ all his right,title,and interest in and to a certain contract dated _ by and between the undersigned and _,a copy of which is annexed hereto.The Company hereby releases and discharges Party A from further performance of any duties,obligations or liabilities under the am

37、ended agreement.7.Avoidance of pronounsAvoid ambiguityThe Buyer has the right to lodge a claim against the Seller and all the expenses incurred therefrom shall be borne by the Seller.The claim mentioned above shall be regarded as being accepted if the Seller fails to reply within 15 days after the S

38、eller receives the Buyers claim.8.Numbers conveyed in both words and numeralsForty(40)daysTen Thousand Dollars($10,000)Five percent(5%)9.Borrowed wordsTale quale 按照样品Bona fide holder 善意持票人Pro rata tx rate 比例税率Ad litem 委托代理人Insurance premium per capita 人均保险费Force Majeure 不可抗力Pro forma 估算表As per 按照De

39、facto fort 事实上侵权行为Syntactic and grammatical featuresDeclarative sentencesLong complex sentencesUse of shall and mayPosition of adverbial clauseNominalization Simple present tenseActive voice and passive voiceDeclarative sentencesOnly declarative sentences are used in business contracts.No usage of i

40、nterrogative,imperative or exclamatory sentences.2.Long complex sentencesFormal and logicalDefine under what kind of circumstances,in what manner,when and where the Parties exercise their rights or assume their obligations to avoid the flaws and holes in the clauses.In case that one or both parties

41、are impossible to perform the duties provided herein on account of force majeure,the Party(or Parties)in contingency shall inform the other Party(or each other)of the case immediately and may,provided the case is duly verified by the competent authorities,delay in performance of or not perform the r

42、elevant duties hereunder and may be partially or entirely exempted from the liability for breach of this agreement.3.Use of shall and mayShall is used to express obligations.May is used to express possibility.In negative sentences:Shall not:has a duty not to May not:is not permitted to.The Seller sh

43、all not be responsible for the late delivery or non-delivery of the Goods owing to generally recognized“Force Majeure”causes.The Parties hereto shall,first of all,settle any dispute arising from or in connection with the contract by friendly negotiations.Should such negotiations fail,such dispute ma

44、y be referred to the Court having jurisdiction on such dispute for settlement in the absence of any arbitration clause in the disputed contract or in default of agreement reached after such dispute occurs.4.Position of adverbial clauseIf,after 60 days from the date of commencement of friendly negoti

45、ations,the Parties hereto fail to reach any agreement,either Party hereto may submit the dispute to arbitration for settlement.Party B shall,if required by Party A,provide to Party A financial statements in such form and at such intervals as Party A may require.5.Nominalization Nominalization makes

46、the style more formal,objective,concise and literary.1)of 连接主谓关系That the L/C complies with what is stipulated in the Contract is vitally important.The compliance of the L/C with the stipulations of the contract is of vital importance.2)Of连接动宾关系One of the most important factors is that proceeds are t

47、ransmitted from the buyer to the seller in transactions smoothly.One of the most important factors is the smooth transmission of proceeds from the buyer to the seller in transaction.3)Of连接含有by的短语，将从句转换为名词短语That both Parties fulfill the contract satisfactorily will be the basis for the development of

48、 business and further cooperation.The satisfactory fulfillment of the contract by both Parties will be the basis for the development of business and further cooperation.4)被动结构转换为名词被动结构转换为名词It has been agreed that Party B may use the trademark owned by Party A for the sale of the Washing Machines cov

49、ered herein within the validity.An agreement has been made that 5)副词与动词一起转换成名词短语The quality,quantity,condition and/or weight of the goods ordered by the buyer shall strictly conform to the Contract stipulations.The quality,quantity,condition and/or weight of the goods ordered by the buyer shall be i

50、n strict conformity with the Contract stipulations.Exercise:Rewrite the following sentencesIf the contracting Parties dispute with each other,they shall settle the disputes through arbitration.After the two Parties consider the premises and consult friendly,they agree to enter into the contractAs so