1、 Module 2 Services at an Exhibition Part 7 Signing a Contract 签订合同签订合同Module 2 Services at an ExhibitionLearning ObjectivesWarm-upTask 1 Drawing up a ContractTask 2 Amending a ContractTask 3 Signing a ContractPart 7 Signing a Contract Practical Training ProjectLearning ObjectivesAfter learning this
2、unit,you will be able tolUnderstand the definition and legal effect of a contractlBe able to describe the necessary parts of a contractlBe familiar with terms in a contractlBe able to check and amend various terms of a contractWarm-up1.VocabularyMatch the words with their definitions.(1)void:a.an un
3、expected and unavoidable event that causes or allows a contract to be exchanged or cancelled if it has a force majeure clause(2)clause b.a person or group of people who take part in a legal agreement or dispute(3)charter c.the settling of a dispute by means of a neutral third party rather than by a
4、court of law(4)claim d.a legally binding agreement made between two or more people(5)Force Majeure e.a separate and particular section or provision in a contract or other legal document(6)party f.a request or demand for payment in accordance with an insurance policy,law,etc(7)arbitration g to hire a
5、 ship,plane,train or coach for business or holiday transport(8)contract h.having no legal force or effect (1)h (2)e (3)g (4)f (5)a (6)b (7)c (8)d Warm-up2 Activity 1 Listening and reading Practice the following dialogue with your partner and understand what the seller and buyer are talking about.The
6、n student A and B act it out in class.Script A:Good afternoon,Mr.Samuel.B:Good afternoon,Mr.Wang.I had a good look at the contract you left with me yesterday,and on the whole it seems perfectly in order.A:Oh,good.Thatll make things simple.What about the terms of payment,do they suit you?B:I just hav
7、e one point to clarify.Does your company always buy FOBST,FOB stowed and Trimmed?A:Not always.For small quantities we usually buy FOB or FAS.But for complete shiploads we prefer FOB stowed and trimmed.B:Oh,really?Why is that?A:Well,that way we ensure that the stowage and trimming charges are include
8、d in the price,and there can be no confusion as to whether the buyer or the seller is responsible.B:I see,and I was wondering about the wording of the quantity clause.Why do you stipulate 10%more or less than the contract quantity at the buyers option?A:The only reason for that is for the convenienc
9、e of chartering a vessel.Obviously ships capacities vary,and we cant wait until we find a 100%suitable vessel.That could cause everyone unnecessary delay.B:Thats true.My final question is on the subject of demurrage.I notice you havent fixed the demurrage and dispatch rates.A:Thats right.The things
10、are that we cant fix them until we have chartered the ship because these rates vary from ship to ship,and fluctuate in line with the international freight rates.B:I see.A:Besides,they are also decided by the loading capacity of the port.B:Oh,I see.That makes sense.A:Anything else not clear?B:No more
11、.Thank you.A:When should we sign the contract?B:Well revise the contract this evening,and have it ready to be signed tomorrow morning at ten.Hows that?A:Perfect.Task 1 Drawing up a Contract Activity 2 Reading Ten Things a Business Should Consider Before Signing a Contract A contract governs the righ
12、ts and duties of the parties to it.A contract may be(1)_,but lawyers prefer(2)_ contracts to help make certain that the parties agree on the terms of the contract.This article summarizes ten critical things you should consider before signing any contract.1.Determine the Parties to the Contract There
13、 are two parties to most contracts,often a buyer and a seller.(3)_ the contract accurately identifies the parties.A common error is to use the name of a person representing an oralwrittenMake sure entity rather than the name of the entity.For instance,if your business is a corporation and is(4)_ a c
14、ontract to purchase equipment,make sure the contract identifies the corporation as the purchaser,not you personally.If you sign a contract in your individual capacity,rather than as the representative of the entity,you will be personally on the hook and you have lost the limited liability that was l
15、ikely one of your reasons for forming the entity in the first place.Never(5)_the distinction between you and the entity you own or represent.2.Make Sure the Contract Clearly States the Rights and Duties of the Parties This is the heart of any contract.The contract should(6)_what each party will do a
16、nd when they will do it.Many contracts require one party to provide goods or services in return for payment from the other party.A good contract clearly states what goods or services will be entering into blurspecify provided and when and how the other party will(7)_.For instance,if your business co
17、ntracts with a website design company to build a website,make sure the contract specifies all the features that the website will contain.In many construction contracts,the parties will actually(8)_or incorporate the specifications and architects drawings so they become part of the contract.Ambiguity
18、 invites(9)_.Make sure the contract clearly defines all relevant terms,leaving no room for misunderstanding.An experienced contract attorney can help you identify and clarify ambiguous terms.3.Determine What Remedies the Contract Contains for Breach of the Contract People and businesses generally en
19、ter into a contract holding a good faith belief that the other party will uphold its end of the bargain,but sometimes this does not happen.The contract should specify what remedies will(10)_ the damaged party if the other party breaches the contract.make payment attach disputesbe available the other
20、 party is entitled to seek damages and/or a court order directing the other party to perform(specific performance).In some instances,the parties contemplating entering in a contract know that damages may be difficult to determine;in such cases,they sometimes include a liquidated damages clause-a cla
21、use that specifies(11)_ the amount of money damages one party will be entitled to if the other party breaches the contract.in advance 4.Specify How Disputes Will Be Resolved Disputes may be resolved by mediation,arbitration,or litigation.Mediation is a(12)_ process where the parties try to resolve t
22、heir dispute with a mediators help.Typically,each party pays 1/2 of the mediators fees,so specify that the mediation will last no more than a specified number of hours.Arbitration is a binding process where the parties tell their stories and the arbitrator(13)_.Arbitration can sometimes(14)_ a quick
23、 decision,but you may not be able to issue subpoenas or take depositions like you would be able to do if the dispute was being resolved in court.Arbitration often favors the big guy over the little guy because it limits the ability of the little guy to obtain documents he needs from the big guy to p
24、rove his case,and the up-front costs of arbitration are often greater than those involved in filing suit.nonbindingmakes a ruling facilitate Litigation is just a fancy word for a lawsuit.If a contract(15)_that disputes will be resolved in court,the contract should specify which court will resolve an
25、y disputes.To avoid being dragged into court in another state or in a county that is far away,the contract should specify that the exclusive venue for any litigation will be in the county and state in which you reside or where your business has its headquarters.5.Consider Attorneys Fees and Costs In
26、 Colorado the general rule is that each party to a lawsuit pays its own attorneys fees and costs;however the parties to a contract can alter this rule by agreement.Frequently the parties include a clause that provides that in any litigation the losing party shall pay the prevailing partys attorneys
27、fees and costs.anticipates 6.Include a Merger/Integration Clause The purpose of a contract is to make sure there are no misunderstandings,but what happens when one party claims the other made oral promises not included in the contract.The Parol Evidence Rule prevents a party from contradicting the c
28、ontract by use of evidence outside the contract,but the rule only applies if the contract is intended to be the final agreement of the parties,so a contract should contain a clause such as:“THIS AGREEMENT and any addendums that are signed by an authorized officer or director of the parties,correctly
29、 sets forth the final and entire Agreement between the parties.The parties intend this Agreement to be a complete and exclusive statement of their agreement.“No Agreement or understandings shall be binding on either of the parties hereto unless specifically set forth in this Agreement,and all prior
30、communications are merged into this Agreement.No modifications of this Agreement shall be binding unless they are in writing and signed by the parties.7.Make Sure the Contract Cannot Be Assigned Without Your Written Permission People and businesses enter into contracts with other people and business
31、es because they trust the other party and believe the other party is able to do the job.But if that other party attempts to assign its rights under the contract to a third party,you may find yourself doing business with an entity you are not familiar with.For this reason,a contract should specify th
32、at neither party can assign the contract without the written consent of the other party.8.Consider Consequential Damages A party who has been the victim of a breach of contract has the right to seek damages from the breaching party.For instance,one party may seek to make the breaching party pay the
33、costs incurred to repair or complete the work the breaching party was supposed to perform.However,the law also recognizes something called consequential damages,which includes damages such as lost profits.A contract may specify that neither party may seek consequential damages from the other party.S
34、uch clauses are common in documents prepared by architects or contractors,for example.Such clauses greatly limit the exposure of the architect or contractor,but may not be in the best interest of the other party.9.Address When and How the Contract Will Terminate A good contract should make clear whe
35、n the contract will terminate.The parties may want the contract to remain in effect until terminated by one party.Or they may want it to terminate on a specific date or upon completion of a specified task or the happening of a certain event.Does the contract allow the parties to terminate the contra
36、ct at any time,or does it require that the terminating party notify the other party in advance to terminate the contract?Sometimes a contract will specify that either party can terminate the contract without cause on thirty days written notice to the other party,but that either party can terminate t
37、he contract for cause immediately.These are issues to consider when drafting termination language to be included in a contract.10.Have an Attorney Review the Contract An ounce of prevention is worth a pound of cure.We are amazed at the number of clients even very large businesses that enter into sig
38、nificant transactions without having a lawyer review the contract.Recently,we represented an organization that entered into a contract for the construction of a 5,000 square foot facility,but the parties were so anxious to complete the project that they did not bother to negotiate a written contract
39、.Predictably,disputes arose after construction began and both parties ended up paying legal fees that were far in excess of what they would have paid to have lawyers draft and review a written contract.Years ago there was a TV commercial for an automotive repair service that featured a mechanic sayi
40、ng,You can pay me now or pay me later.His point was that it is cheaper to pay for preventative maintenance than to pay for expensive repairs that would not have been needed if the preventative maintenance had been done in the first place.It is the same in legal profession.Mini Task II.UnderstandingA
41、re the statements below true or false?1.A contract should be flexible and leave some room for both parties.2.Its always easy to determine the damage if one party breaches the contract.3.Arbitration costs less than filing a suit.4.As long as the two parties have a written contract,neither of them may
42、 contradict the contract by use of evidence outside the contract5.A contract should specify that neither party can assign the contract to a third party.6.If a contract states that neither party may seek consequential damages from the other party,it protects one partys interest at the expense of the
43、other partys.7.What you pay a lawyer for reviewing your contract before signing it might help you save a lot more.(1)F (2)F (3)F (4)F (5)F (6)T (7)TTask 1 Drawing up a Contract Task 1 Drawing up a Contract Activity 3 Reading Read the following dialogue about a proposed contract.Mini Task I.Understan
44、ding(1)What problem did A and B discuss in this dialogue?(2)How long did they decide that the contract should be valid for?(3)During the one-year trial period,what shall be done if either party wishes to terminate the contract?They discussed the validity of the contract.They decided that the contrac
45、t would be valid for 3 years,and renewable contingent on the agreement of both parties.During the one-year trial period,the contract can be terminated with only one-month prior notice.Task 1 Drawing up a ContractMini Task II.Role-play Practice the dialogue with your partner.Substitute your own infor
46、mation for some parts.resort to 求助于求助于enforceable adj.可实施的可实施的 dealing n.交易交易negotiating bank 议付行议付行prestige n.声望声望consultation n.磋商磋商revise v.修订修订CCPIT (China Council for the Promotion of International Trade)中国对外经济贸易促进委员会中国对外经济贸易促进委员会install v.安装安装installation n.安装安装maintenance n.维护维护supplementary
47、clause 补充条款补充条款Task 2 Amending a Contract Task 2 Amending a Contract Activity 1 Reading Learn the following dialogue on amending a contract.Then practice the dialogue with your partner.A:I made a very close study of the draft contract yesterday.B:Are there any questions?A:Yes.There are a few points
48、which Id like to bring up.The first one is about the packing.Its stipulated in the contract that all the machine parts should be packed in wooden cases.This can be done with the machine parts,but its impossible to pack a truck base like that.B:I see.A:Second,about the terms of payment.Your draft con
49、tract says that payment is to be made by D/P.This is not our practice.We prefer to have the payment made by L/C through a negotiating bank in France.B:And A:And the third point is about arbitration.Its stipulated that arbitration shall take place in China.In all our previous contracts signed with yo
50、u,it was stipulated that arbitration should take place in a third country.B:Yes,thats right.A:But how is it that this time you wish to have it carried out in China?B:Shall we take up the matter point by point?A:Thats a good idea.B:Now,the first point is about packing.We approve a different packing f
