外贸英语综合教程课件-chapter-Six.ppt

1、外贸英语综合教程外贸英语综合教程Chapter SixConclusion of Business Contracts Text Analysis Key Terms Brief Introduction Specimen Letters ExcercisesContentsChapter Six Brief Introduction After rounds of offer,counter-offer and counter-counter-offer in business negotiations,the seller and the buyer may finally reach a

2、n agreement or a contract.This chapter mainly focuses on how to place an order and how to sign a business contract,as well as the categories and characteristics of business contracts.As the basis in the fulfillment of the transactions,orders and contracts are closely related to situational manipulat

3、ion and practices in trade negotiations.To fully implement an order or a business contract,the two parties related must abide by the terms and conditions in it,fulfilling the seller s and the buyer s obligations respectively.Text Analysis6.3 Business Contracts6.2 Confirmation6.1 Order6.1 Order6.1.1

4、Categories of Order vPurchase Order/PO an order proposed and drafted by the buyervSales Order an order by the seller which expresses his intention to sell采购订单，采购订单，订货单订货单销售订单，销售订单，售货单售货单6.1 Order6.1.2 Writing Order Letters There is no definite form or format of orders.sometimes it may be in a printe

5、d order form.AnOrder usually contains the detailed informationrelated to the transacted goods.6.1 Order6.1.2 Writing Order Letters An order usually covers:vNames and addresses of both partiesvDetails of business including price term,payment,shipment,delivery,etc.vDetails of purchased goods such as a

6、rticle numbers,specifications,quantity,quality,price.v An order number.6.1 Order6.1.2 Writing Order Letters Phrases related to orders:place an order confirm an order cancel an order repeat order initial/first order fresh order trial order下订单下订单确认确认订单订单重复订单，重复订单，翻单翻单新客户的新客户的订单订单新订单新订单试订单试订单6.1 Order6

7、.1.2 Writing Order Letters Expressions often included in order letters：We placed an order for 100 sets of the goods with the Bright Co.Enclosed is our order for 1,000 pairs of Sheep Leather Gloves.Please supply 5,000 tons of coal in accordance with our order No.118.As this is our initial order,pleas

8、e pay your special attention to the shipment.6.2 Confirmation After placing an order by the buyer,the next step is to sign a confirmation or c o n t r a c t,w h i c h a i m s t o a v o i d misunderstandings in the execution of the order.Confirmation of an order means acknowledgement and acceptance a

9、bsolutely and unconditionally.6.2 Confirmation Categories of confirmation:vSales Confirmation(S/C)Made by the seller,listing the major trade terms agreed for the buyers acknowledgement v Purchase Confirmation Conducted by the buyer,confirming the purchase of certain commodities at agreed terms and c

10、onditions.销售确销售确认书认书购货确购货确认书认书6.2 Confirmation Binding forces of confirmation:Once signed by the buyer and the seller,confirmation is binding on both parties.A confirmation can be modified,either added some new terms,or changed some conditions before the signing.6.2 Confirmation confirmation vs cont

11、ract:Confirmation:a simple form of contract,less detailed yet more concise.The only difference between the two just lies in their different form and the complexity of the content.Once signed,they have the same legal binding force for the related parties.6.3 Business Contracts Definition A business c

12、ontract is a legally binding agreement between two or more parties for the sale of goods or supply of services at a certain price,which is usually signed through rounds of negotiations between the buyer and the seller.Counter-signature:After signing the contract through correspondence,the seller may

13、 send two copies of the contract signed by him to the buyer for counter-signature,and then the buyer should return one copy to the seller for file or for future proof.会签，连署签，连署签名签名6.3 Business Contracts 6.3.1 Categories of Business Contracts Sales Contract and Purchase Contract sales contact/export

14、contract:made by the seller purchase contract/import contract:made by the buyer.Oral Contract and Written Contract The former is less formal,while the latter is form.Written contracts are preferred and officially acknowledged in our country,because verbal contracts are much more difficult to prove.6

15、.3 Business Contracts 6.3.1 Categories of Business Contracts Written contracts are recommended since it:becomes the proof of what is agreed upon;prevents ambiguity or misunderstanding;prevents either party from forgetting or changing the terms later andhelps the parties focus on the essential issues

16、 and come to a definite agreement.6.3 Business Contracts 6.3.1 Categories of Business Contracts 3.Sales Contract and Sales Confirmation The major difference between the two lies in that the confirmationIs a simplified contract,while the contract is more formal and complicated.4.Contracts Related to

17、the Concerned Commodities,such as:Sales and Purchase Contract 货物买卖合同 Processing and Assembling Trade Contract 加工装配合同 Contract of the Transfer of Technology 技术转让合同 Representative Contract 代理合同 Contract for Employment 雇佣合同 Contract for Carriage 运输合同 Contract for Foreign Investment 投资合同 Leasing and Ins

18、urance Contract 租赁和保险合同6.3 Business Contracts 6.3.2 Components and Language Features of Business Contracts 1.Components Three parts:beginning,body and ending.vBeginning(Preamble)Name of the contract Date of the contract The reference of the contract Information about the two parties to the contract

19、Foreword 前言前言6.3 Business Contracts 6.3.2 Components and Language Features of Business ContractsvBody(Contract proper)Duties of the two parties Rights of the two parties Other related clausesEnding(Witness clause)The copy number of the contract The expiration date of the contract Witness or notary S

20、ignature Date and place for signing the contract Enclosure 合同正文合同正文约尾部约尾部分，结分，结尾条款尾条款公证人，法公证人，法定代表人定代表人6.3 Business Contracts 6.3.2 Components and Language Features of Business Contracts 2.Language Features The language adopted in business contracts should be clear,unadorned and legal.Generally spea

21、king,language used in business contracts usually bear the following features:vFrozen style Wording must be accurate and rigorous.Formal words and expressions are preferred.Pairs of synonyms,loan words and old English words areFrequently used to achieve the effect.庄重文体，庄重文体，冷冻体冷冻体6.3 Business Contrac

22、ts6.3.2 Components and Language Features of Business Contracts2.Language Features vGrammatical features The following grammatical features are obvious in contracts:(1)Using the positioning of adverbials (2)Some long adverbials often occur between the subjects and predicate verbs.(3)Modal verb“shall”

23、and“shall not”are frequently used.(4)Passive voice is also commonly used.(5)Personal pronouns are less found in contracts to avoid confusion.6.3 Business Contracts6.3.3 Principles for Implementation of Business ContractsvFull Implementation According to Article 60(1)of CISG,“The parties shall perfor

24、m their obligations thoroughly according to the terms of the contract.”vGood Faith According to Article 60(2)of CISG,“The parties shall abide by the principle of good faith and perform the obligations of notice,assistance and maintaining confidentiality,etc.,based on the character and purpose of con

25、tracts or the transaction parties.”全面履行全面履行原则原则诚实信用诚实信用原则原则6.3 Business Contracts 6.3.4 Amendment and Termination of Business Contracts Amendment of a contract refers to the changes and amendments of the agreed contractual contents,which may lead to the changes of the two parties rights and obligati

26、ons.After signing the business contract,the two parties can amend or supplement the terms and conditions of the contract before or during the performance of the contract.合同的更合同的更改改6.3 Business Contracts 6.3.4 Amendment and Termination of Business Contracts Termination of a contract refers to the abo

27、lishment of a contract after the formation of contractual relations due to some reasons,which means the contract has no binding force on the contracting parties any more.合同的终合同的终止止6.3 Business Contracts6.3.4 Amendment and Termination of Business ContractsWhen one of the following conditions occurs,t

28、he contract will become invalid:vAn agreement to carry out an illegal act,such as unconscionable conduct under the Competition and Consumer Act 2010.Made by incompetent parties(e.g.,incapacitated,under the age of consent).Has a material bilateral mistake.Incorporates a wager,gamble or bet.Has no con

29、sideration on one side.Contingent upon the happening of an impossible event.Requires the performance of impossible acts.双边的，双边的，双方的双方的Key Terms1.place/book/give/make an order 下订单2.purchase order 订货单，采购订单，订购单3.sales order 销售订单，售货单4.confirm an order 确认订单5.cancel an order 取消订单6.repeat order 重复订单（翻单）7.i

30、nitial/first order 新客户的订单8.fresh order 新订单9.trial order 试订单10.B/L=Bill of Lading 提单，海运提单，提货单Key Terms11.purchase confirmation 购货确认书12.sales confirmation 销售确认书，售货确认书13.purchase contract 购货合同，购买合同14.sales contract 销售合同，售货合同15.business contract 商业合同，贸易合同16.contracting party 缔约方17.contract proper 合同正文18

31、.witness clause 约尾部分，结尾条款19.counter-signature 会签，连署签名20.force majeure 不可抗力Specimen LettersLetter 1 An Order LetterDear Sir or Madam,Wed like to place an initial order with you on the terms and conditions asfollows:Articles:Haier Brand Air Conditioner Specification:HRGN 35GW Quantity:3000 sets Unit p

32、rice:USD350 CIF Los Angeles,America Total price:US$1,050,000 Payment:by irrevocable confirmed L/C Shipment:to be shipped within 15 days after receipt of L/C Insurance:by seller Were looking forward to receiving your confirmation promptly.Yours sincerely,Smith King条款和条件，条款和条件，合同条款合同条款Specimen Letters

33、Letter 2 Confirming an OrderDear Sirs,We are glad to acknowledge receipt of your order of July 6 for DellE+computers and welcome you as one of our customers.We confirm supply of 1200 sets of Dell E+computers at the price of$850 per set CIF Shanghai.We are arranging for dispatch next weekper s.s.“Pea

34、ce”.When you receive the goods,we feel confident youwill be completely satisfied with them.As you may not be aware of the wide range of goods we deal in,weare enclosing a copy of our catalogue and hope that our handling ofyour first order with us will lead to further business between us andmark the

35、beginning of a happy business relationship.Yours very truly,Ben Green确认收到确认收到种类繁多种类繁多的的安排运货安排运货（发货）（发货）Specimen LettersLetter 3 Sending a Sales ConfirmationDear Sirs,Thank you for your order No.82-EM106.Enclosed is our Sales ConfirmationNo.82-EM106AY in duplicate,of which one copy is to be countersi

36、gned andreturned for our file.In order to avoid subsequent amendments,please make sure that thestipulations in the relevant L/C should strictly conform to the terms stated in ourSales Confirmation.We hope you will establish the relevant L/C in March 2014.Please rest assuredthat we shall execute your

37、 order upon receipt of your L/C and effect the shipmentwithin the time you requested.Thank you for your cooperation.We are looking forward to your further orders.Yours sincerely,Jenny Wang一式一式两份两份避免随后避免随后的改证的改证遵照，遵照，符合符合开立相关开立相关信用证信用证确信无确信无疑，请疑，请放心放心交货，装船，交货，装船，装运装运Specimen LettersLetter 4 Contract

38、Amendment Dear Sirs,We have just received your letter about contract terms dated Dec.18.All the other terms are accepted except package terms.As the goods are susceptible to shock,they must be packed in seaworthy cases capable of withstanding rough handling.The bright metal parts should be protected

39、 from water and dampness in transit by a coating of slushing compound that will keep out dampness,but will not liquefy under changing weather conditions.It is better to make the stipulations complete before we sign the contract.We are looking forward to your prompt reply.Yours faithfully,Freda Payne

40、对对.敏感，敏感，易受影响易受影响在途中在途中润滑油润滑油液化，液化，溶解溶解Specimen LettersLetter 5 Contract Cancellation Dear Sirs,We are writing to you to invite your attention to the Sales Contract No.823,which stipulates that shipment should be effected during July and L/C should reach us by the end of June.However,we have not rec

41、eived your L/C after repeatedly urging the establishment of L/C.It is August now,so we regret to tell you that we have to cancel this contract as a result of your default,and we will reserve the right to file a claim for the loss sustained.Yours faithfully,Lucy Li提请你提请你方注意方注意违反，违反，不履约不履约保留申请保留申请索赔的权

42、索赔的权利利由此招致的由此招致的损失损失Exercises I.Terms translation.1.销售确认书 2.确认订单3.商业合同 4.会签5.采购订单 6.试订单7.合同正文 8.一式两份9.提单 10.购货合同 sales confirmationconfirm an orderpurchase ordercounter-signaturebusiness contracttrial ordercontract properin duplicatebill of ladingpurchase contractExercisesII.Translate the following

43、sentences into Chinese.1.We wish to place an order with you for 1,000 canvas folding chairs.2.We must insist on immediate delivery or we have to cancel the order.3.We have duly received your Sales Contract No.EM530 covering 20 tons of soybeans we have booked with you.我们希望从你处订购我们希望从你处订购1000把帆布折叠椅。把帆布

44、折叠椅。我方坚持你方立刻发货，否则我们将取消订单。我方坚持你方立刻发货，否则我们将取消订单。我方已及时收到了同贵公司订货的我方已及时收到了同贵公司订货的30吨大豆的第吨大豆的第EM530号售货合号售货合同同。ExercisesII.Translate the following sentences into English.4.Enclosed is our Sales Confirmation AC625 for 2,000 bikes.Please confirm by fax.5.We would like to add the condition that the letter of

45、credit shall be valid until the end of this month.随附我方关于随附我方关于2000辆自行车的销售确认书辆自行车的销售确认书AC625号，请传真确认。号，请传真确认。我方想补充一条件，信用证有效期延至本月底。我方想补充一条件，信用证有效期延至本月底。ExercisesIII.Translate the following sentences into English.1.1,000美元一台的价格我方可以接受，但条件是你方应将订货数量增至5,000台。2.我们很遗憾地通知你们，你们订购的货物目前缺货 3.随附我方销售合同TZ1256号一式两份。请查

46、看并会签后回寄一份以备我方存档。We can accept your price of$1,000 a set on the condition that you raise the quantity to 5000 sets.We regret to inform you that the goods you ordered are out of stock now.We enclose our Sales Contract No.TZ1256 in duplicate,of which one copy is to be countersigned and returned for our

47、 file.ExercisesII.Translate the following sentences into English.4.兹确认按你方第FL103号订单的价格供应3,000双鞋，并就你方价值7,000美元或以上的订单给予6%的折扣。5.所有条款与我们所签合同YT2689号中的条款完全一致。We confirm supply of 3,000 pairs of shoes at the prices stated in your order No.FL103 and will allow a 6%special discount on your order worth$7,000 o

48、r above.All the clauses are the same as those stipulated in the contract No.YT2689 we signed before.Exercises IV.Translate the following letter into Chinese and then write a reply letter.Dear Sir or Madam,Thank you for your email of December 12.We appreciate yourcooperation and are pleased to confir

49、m the order as follows:3,000 sets of Haier Brand Air Conditioner at USD350 per set CIFLos Angeles,America,for shipment within 15 days after receipt of L/C.Enclosed please find our Purchase Order No.AC6380 and returnone signed copy as soon as possible.We will arrange the L/C establishment with Bank o

50、f China,ShanghaiBranch,after we receive the above mentioned Purchase Order.Yours sincerely,Jonathan Smith Exercises IV.Translate the following letter into Chinese and then write a reply letter.Translation尊敬的先生/女士：感谢贵方12月12所发邮件。非常感谢你们的合作，现确认订单如下：3000台海尔牌空调，每台350美元，CIF美国洛杉矶价，收到信 证后15日内发货。请查阅我方随附的采购订单A