d7df282085426d5a2f9f63739f0b7c7f.ppt
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Unit 6 Contract
Section 1 Getting Things Ready In this unit, you will learn: understand the format and key terms of a contract discuss the terms of a contract (price, order, size, delivery, payment) complete a contract
Section 1 Getting Things Ready
Language Study sign • 签合同 _____ a contract Party • 甲方乙方 _____ A & B • 确认合同产品的质量、规格和数量 confirm ______ the quality, specification, quantity of the contracted product • 买方负责保险 Insurance ______ is effected by the Buyer. free • 免费 _____ of charge compensate • 赔偿损失 _______ for the loss open/issue • 开具信用证 _____ Letter of Credit
Language Study • 违反合同 _____ the contract breach • 解决争端和分歧 divergences settle disputes and ______ • 合同的履行 execution the ______ of contract • 提交仲裁 submit _____ arbitration • 规定条款 stipulate ______ terms and conditions • 遵守全部条款 abide by ______ all the terms and conditions
Language Study ★ hereinafter: (adv. Law) 以下, 在下文中 e. g. Johnson Company, hereinafter referred to as the Seller … 约翰逊公司(以下简称卖方)…… ★ therein: (adv. ) in that place, or in that piece of writing 在那里,在那方面 e. g. The two parties have agreed to abide by all the terms and conditions stipulated therein. 双方遵守其中规定的全部条款。
Section Two Things to Do Activity One Listen and Write confirm arise from commence submit effect in accordance with issue abide by in favor of stipulate
Section Two Things to Do you know any of the format and key terms of a contract?
Section 1 Getting Things Ready Activity 2: Read and Complete This contract is made on December 12, 2008 between Johnson Company and the Guangdong Hua Hai Company. The agreed Seller has 1 ______ to sell 220 sets copiers to the Buyer. The shipment total FOB price is USD 510, 000. The 2 ______ is to commence within 30 -40 days. The Buyer shall 3 _____ a 100% confirmed, open irrevocable letter of credit in favor of the Seller. The Seller or the Buyer shall not be responsible for non-delivery or breach of contract for any reason due to Force Majeure. In case of no settlement can be reached, the 4 disputes shall be submitted to ______ arbitration. The 5 _____ shall take place in China and be arbitration conducted by the Foreign Economic and Trade Arbitration Commission of CCPIT.
1. Preamble (导言): title, contract number, date of signing, signing parties, place of signing, whereas clause(订约缘 由) and so on. Purchase Contract No: 20081212190 Date: December 12, 2008 This contract is made on December 12, 2008 in Guangzhou, between Johnson Company (hereinafter referred to as the Seller) and the Guangdong Hua Hai Company (hereinafter referred to as the Buyer) whereby the Seller has agreed to sell and the Buyer has agreed to buy copiers (hereinafter referred to as contracted product). The quality, specifications, quantity of the contracted product have been confirmed by both Parties and this contract is signed with the following terms and conditions: 购货合同 合同号: 20081212190 日 期: 2008年 12月12日 2008年 12月12日,约翰逊公司(以下简称卖方)和广东华海公司(以下 简称买方),鉴于卖方同意出售,买方同意购买复印机(以下简称合同货物)。 合同货物的质量、性能、数量经双方确认,并签署本合同,条款如下:
2. Body(正文): contracted product, quality, quantity, packing, price, shipment, payment, insurance, inspection, claim, force majeure, arbitration, governing law (适用法律) and so on. 1. Contracted Product: copiers 合同货物:复印机 2. Quantity: 220 (two hundred and twenty) sets 数量: 220台 3. Origin: Germany 原产地:德国 4. Price: USD 510, 000 FOB 价格:USD 510, 000 FOB(离岸价 51万美元) 5. Shipment is to commence within 30 -40 days from the date of receipt of letter of credit 装船应于收到信用证后30至 40天内予以办理。
2. Body(正文): contracted product, quality, quantity, packing, price, shipment, payment, insurance, inspection, claim, force majeure, arbitration, governing law (适用法律) and so on. 6. Insurance To be effected by the Buyer. 保险 由买方办理 7. Packing In new wooden cases, free of charge. 包装 用新木箱免费装箱
2. Body(正文): contracted product, quality, quantity, packing, price, shipment, payment, insurance, inspection, claim, force majeure, arbitration, governing law (适用法律) and so on. 8. Payment The Buyer shall open a 100% confirmed, irrevocable letter of credit in favor of the Seller within 5 calendar days from date of the agreement through the issuing bank. 付款条件 签署合同后5天(公历日)内买方通过开证行开出以 卖方为受益人,保兑的总金额 100%的、不可撤消的 信用证。
2. Body(正文): contracted product, quality, quantity, packing, price, shipment, payment, insurance, inspection, claim, force majeure, arbitration, governing law (适用法律) and so on. 9. Force Majeure The Seller or the Buyer shall not be responsible for nondelivery or breach of contract for any reason due to Force Majeure (which may include war, strike, lockout, government import or export restriction, severe destruction by fire or flood or other natural factors beyond the control of human beings). 不可抗力 卖方或买方均不能承担由于不可抗力的任何原因所造成的无 法交货或违约,不可抗力的任何原因包括战争、罢 、封锁、 政府对进出口的限制、火灾或水灾或人类所不能控制的自然 因素所造成的严重破坏。
2. Body(正文): contracted product, quality, quantity, packing, price, shipment, payment, insurance, inspection, claim, force majeure, arbitration, governing law (适用法律) and so on. 10. Arbitration All disputes or divergences arising from the execution of the contract shall be settled through friendly discussion between both Parties. In case no settlement can be reached, the disputes shall be submitted to arbitration. The arbitration shall take place in China and be conducted by the Foreign Economic and Trade Arbitration Commission of CCPIT. 仲裁 因执行本合同所发生的一切纠纷分歧,双方应通过友好协商 解决。如经协商不能解决时,则提交仲裁解决。仲裁地点在 中国,由中国国际贸易促进委员会对外经济贸易仲裁委员会 仲裁。
2. Body(正文): contracted product, quality, quantity, packing, price, shipment, payment, insurance, inspection, claim, force majeure, arbitration, governing law (适用法律) and so on. 11. Valid period The contract will automatically become null and void should the Buyer fail to open a letter of credit in favor of the Seller within 7 (seven) days after signing of this contract. 有效期限 本合同签字后,在 7天内买方不能开出以卖方为受 益人的信用证,本合同将自动失效。
3. Witness(结尾条款): concluding sentence, signature, seal(盖章)and so on. This contract is made in duplicate; both Parties have read carefully and agreed to abide by all the terms and conditions (stipulated therein). The contract is signed by both Parties. 本合同一式两份,经双方仔细审阅并遵守其规定的全部 条 款,双方签字。 The Seller: Johnson Company The Buyer: Guangdong Hua Hai Company 卖方:约翰逊公司 买方:广东华海公司
Read and Think Task 1 Test your problem-solving ability. What is CCPIT? CCPIT : China Council for the Promotion of International Trade 中国国际贸易促进委员会 Established in May 1952, China Council for the Promotion of International Trade (CCPIT) comprises VIPS, enterprises and organizations representing the economic and trade sectors in China. It is the most important and the largest institution for the promotion of foreign trade in China. The aims of the CCPIT are to operate and promote foreign trade, to use foreign investment, to introduce advanced foreign technologies, to conduct activities of Sino-foreign economic and technological cooperation in various forms, to promote
Read and Think the development of economic and trade relations between China and other countries and regions around the world, and to promote the mutual understanding and friendship between China and peoples and economic and trade circles of all nations around the world, in line with law and government policies of the People's Republic of China. With the approval of the Chinese government, the CCPIT started to adopt a separate name: China Chamber of International Commerce (CCOIC) in 1988, which is used simultaneously with the CCPIT. The CCPIT admits new members from among enterprises in all parts of China and promotes trade through its functions of information consultation, exhibition, legal assistance, etc.
Read and Think Task 2 Tell whether the following statements are true or false. Write T for True and F for False. 1. The contracted products should be delivered within 30 -40 days from the date of the Seller’s receiving of letter of credit. T 2. The insurance of the contracted products is to be effected by the Seller. F 3. The Buyer should pay for the packing of the contracted products. F 4. The Seller shall not be responsible for non-delivery if the contracted products are severely destroyed by flood. T 5. The contract will automatically become invalid should the Buyer fail to open a letter of credit in favor of the Seller within 7 days after signing of the contract. T 6. Both the Buyer and the Seller have read carefully and agreed to abide by all the terms and conditions listed in the contract. T
Read and Think Task 3 Give brief answers to the following questions. 1. When and where is the contract signed? The contract is signed on December 12, 2008 in Guangzhou. 2. What is the origin of the contacted products? Germany. 3. What is the payment term? The Buyer shall open a 100% confirmed, irrevocable letter of credit in favor of the Seller within 5 calendar days from date of the agreement through the issuing bank.
Read and Think 4. In case of no settlement can be reached, how should the Parties deal with the disputes? Both Parties should submit the disputes to arbitration. 5. Where should the arbitration be conducted? The arbitration shall take place in China and be conducted by the Foreign Economic and Trade Arbitration Commission of CCPIT. 6. Have you ever signed a contract? What is it? Open.
Read and Think Task 4 Match A with B 1 - g 2 -b 3 -h 4 -f 5 -j 6 -a 7 -i 8 -c 9 -d 10 -e
Read and Think Task 5 Fill in the blanks with the right words or phrases. Change the form where necessary. confirm commence effect issue in favor of arise from submit in accordance with abide by stipulate 1. According to the contract, the insurance of the contracted effected products should be _______ by the seller. commence 2. John is going to ______ business as a trader next month. arise from 3. The country's economic difficulties ______ the reduced value of its money. In accordance with 4. _________ the contract, the goods will be delivered on Dec. 26.
Read and Think 5. The note-______ bank in China is the People’s issuing Bank of China. 6. The terms and conditions of the contract are confirmed _______ by both Parties. 7. The Buyer should open an irrevocable letter of credit in favor of _______ the Seller within 7 days. stipulated 8. It was ________ that the payment should be made within 5 days. 9. If disputes or divergences cannot be settled through friendly discussion between both Parties, they should be submitted _____ to the law court. abide by 10. Every citizen shall _______ the laws.
Read and Think Task 6 Read and Translate 1. The Seller or the Buyer shall not be responsible for non -delivery or breach of contract for any reason due to Force Majeure. 根据合同,卖方应该为这次损失负责。 According to the contract, the Seller should be responsible for the loss. 甲方应负责合同货物的投保。 Party A should be responsible for the insurance of the contracted goods.
Read and Think 2. All disputes or divergences arising from the execution of the contract shall be settled through friendly discussion between both parties. 这类因疏忽引起的意外事件是能够避免的。 Such accidents arising from these carelessnesses can be avoided. 因这种情况所产生的难题很难处理。 The difficulties arising from such situations are very difficult to deal with.
Read and Think 3. In case no settlement can be reached, the disputes shall be submitted to arbitration. 倘有火灾,请拨 119电话。 In case of fire, please dial 119. 倘有大雪,航班将会推延。 In case of heavy snow, the flight will be put off.
Read and Think 4. The contract will automatically become null and void should the Buyer fail to open a letter of credit in favor of the Seller within 7 (seven) days after signing of this contract. 由于交通严重堵塞,玛丽没能按时赶到这里。 Mary failed to arrive here on time due to the traffic jam. 如果甲方没能按时交货应赔偿乙方的损失。 Party A should be responsible for/compensate for the loss of Party B should Party A fail to deliver the contracted goods on time.
Read and Think 5. This contract is made in duplicate; both Parties have read carefully and agreed to abide by all the terms and conditions stipulated therein. 考虑到双方长期建立的业务关系,我方同意降价。 Taking the long established business relationship between us into consideration/considering …, we agreed to reduce the price. 经过30分钟的热烈讨论,我们所有人都同意毁约。 After 30 minutes’ hot discussion, we all agreed to breach the contract.
Section 3 Things to Write Task 1 Study the following tips for writing. When writing a contract, you should include the following: 1. Preamble (导言): title, contract number, date of signing, signing parties, place of signing, whereas clause(订约缘由) and so on. 2. Body(正文): contracted product, quality, quantity, packing, price, shipment, payment, insurance, inspection, claim, force majeure, arbitration, governing law (适用法律) and so on. 3. Witness(结尾条款): concluding sentence, signature, seal(盖章)and so on.
Section 3 Things to Write Task 2 Study the following language for writing. Words and phrases: hereinafter referred to as 以下简称 whereby 鉴于 enter into force (合同)开始生效 contracted product 合同货物 FOB 离岸价 CIF 到岸价 duty (进出口货) 关税 handling charges 手续费,装卸费,搬运费 letter of credit 信用证 sight draft 即期汇票 contracted obligations 合同义务 force majeure 不可抗力 arbitration 仲裁 null and void 失效 in duplicate 一式两份
Section 3 Things to Write Sentence patterns: hereinafter referred to as the Seller/Buyer The insurance is to be effected by the Buyer. The Seller should take care of the quality, quantity, packing, and shipping. The goods should be packed in new wooden cases, free of charge. The Seller or the Buyer shall not be responsible for nondelivery or breach of contract for any reason due to Force Majeure. In case of no settlement can be reached, the disputes shall be submitted to arbitration. This contract is made in duplicate, both Parties have read carefully and agreed to abide by all the terms and conditions stipulated therein.
Section 3 Things to Write Task 3 Study the following model for witing. ABC Company (hereafter referred to as Party A, represented by Mr. Jones) and Guangdong Import and Export Corporation (hereafter referred to as Party B, represented by Mr. Zhao Xiaoming) have entered into this contract after friendly negotiations between representatives of both Parties with the following terms and conditions: 1) The Seller will arrange and sell 320 sets of printing machines in the following two fiscal years; 2) The Seller should take care of the quality, quantity, packing, and shipping; 3) The Buyer should pay the Seller by irrevocable L/C and take care of the insurance;
Section 3 Things to Write 4) Claim shall be made within 10 days of goods’ arrival; 5) Neither party shall break the contract without mutual agreement; 6) The present contract is written in English and each party shall keep one of them. 7) The present contract is valid for 2 years, after which it may be extended, amended or discontinued. 8) The contract shall enter into force immediately after signing by the representatives of both parties. The representative of Party A: Jones The representative of Party B: Zhao Xiaoming Dec. 12, 2008
Section 3 Things to Write request As the 1) _____ of Party B, Party A agrees to 2) supply _____ at the price of HD-16 machines to Party B 3) _______ US $ 10, 000 each. deliver The delivery procedure is that Party A shall 4) ______ the HD-16 machines within one month after Party B has made 5) prepayment terms ______ according to the contract. The technical 6) _______ stipulated of delivery of HD-16 machines are 7) _______ in both Parties’ previous contract.
Section 3 Things to Write Contracted products: HD-16 machines Unit price: US $ 10, 000. 00 Quantity: 300 sets 8) ___________: 300 sets Total amount: US $ 3 m The contracted payment date of each calculated installment is 9) ______ from the date of 10) signing ______ of this contract.
Section 4 More Things to Do Task 1 Read the passage and fill in the blanks with appropriate words from the box below. due agreed contracted enter into force obligation mentioned signing charge performance ensure go through stipulated Article (条款) Three agreed The total amount of this contract 1_______ upon by both Parties is US $ 3 m which is the total FOB price of HD-16 machines, i. e. the total delivery price at mentioned Huangpu Port. The above 2________ price does not include training expenses but includes the following expenses: 1. The total price of HD-16 machines under this contract;
Section 4 More Things to Do 2. Insurance premium (保险费) incurred between the construction period and the signing of acceptance certificate (验收证明书); 3. All taxes, duties and handling charge in connection with the 3______ of this contract within Party A’s performance country shall be borne (负担) by Party A; 4. Taxes, duties, transportation expenses, insurance charge premium, and handling 4_____ outside Party A’s country as well as all bank charges in connection with the performance of this contract shall be borne by Party B.
Section 4 More Things to Do Article Four In order to 5_______ continuous production and ensure stipulatede the performance of delivery procedures 6_____ in this contract, Party B agrees to undertake (履行) the obligation 7______ specified in the following terms. 1. The total amount of payment under this contract shall due be settled (支付) in U. S. Dollars. The 8______ time of payment and sum of each installment (分期付款) are as follows: 2. 20% of the total amount as prepayment, which amounts to (总计) US $ 600, 000 shall be paid within one signing month after 9______ this contract, i. e. not later than May 20, 2008.
Section 4 More Things to Do 3. The first installment of 20% of the total amount, which amounts to US $ 600, 000 shall be paid within three months after signing this contract, i. e. not later than July 20, 2008. 4. The second installment of 20% of the total amount, which amounts to US $ 600, 000 shall be paid within five months after signing this contract, i. e. not later than September 20, 2008. 5. The last installment of 40% of the total amount, which amounts to US $ 1, 200, 000 shall be paid within two months after delivery of the 10______ goods, i. e. contracted not later than November 20, 2008.
Section 4 More Things to Do Task 2 Choose the answer that best completes each sentence. 1. The expense which is not included in the FOB price of the contracted goods is _____. A) the delivery price B) the insurance premium incurred between the construction period and the signing of acceptance certificate C) the training expenses D) taxes, duties, transportation expenses, insurance premium, and handling charge outside Party A’s country
Section 4 More Things to Do 2. 20% of the total amount as prepayment, which amounts to US $ 600, 000 shall be paid before _____. A) May 20, 2008 B) June 20, 2008 C) July 20, 2008 D) August 20, 2008 3. Before the last installment of the total amount is paid, Party B will have paid Party A ______. A) US $ 600, 000 B) US $ 1, 200, 000 C) US $ 1, 800, 000 D) US $ 3, 000
Focus on Grammar 构 成 法 ① 一般单音节词末尾加-er ② 以不发音的-e结尾的单音节词 和少数以-le结尾的双音节词, 只加-r 原 级 strong, weak, hard strange, simple, late 比 较 级 stronger, weaker, harder stranger, simpler, later ③ 闭音节单音节词如末尾只有一 个辅音字母,双写该辅音字母, sad, big, hot 再加-er sadder, bigger, hotter ④ 以“辅音字母+y”结尾的双音节 词,该-y为-i,再加-er angry, early angrier, earlier ⑤ 其他双音节和多音节词都在前 面加单词more different, favorably more different, more favorably
Focus on Grammar
Focus on Grammar Task 1 Study the following English sentences and translate the Chinese sentences into English. 1. Prevention is better than cure. 我方的产品比市面上大部分的同类产品都要质量好。 Our products are of better quality than most of the same products on the market. 2. There are fewer boys than girls in our class. 由于环境污染,现在的鸟类比以前少多了。 There are fewer birds nowadays than in the past because of the environmental pollution.
Focus on Grammar 3. How much bigger is it than West Lake? 南极洲(the Antarctic)的冰山(iceberg)正在以比 10年前更 快的速度在融化。 The icebergs of the Antarctic are melting quicker than 10 years ago. 4. When he heard this, he became even angrier. 在城市里拥有一套房子不是一件容易的事。在某些大城市 里甚至更难。 It is not easy to own a house in cities. It’s even more difficult in some big cities.
Focus on Grammar 5. Her performance was more successful than we had expected. 在经济萧条(financial depression)时期,人们发现找一份 好 作越来越难了。 People find it more and more difficult to find a good job in the time of financial depression. 6. This paper was better organized than that one. 如果你想找一份合适的 作,你应当准备得更充分些。 You should be better prepared if you want to find a suitable job.
Focus on Grammar Task 2 Correct the errors in the following sentences. 1). The experiment was many easier than we had expected. many---much 2) ---- Are you feeling any well? ---- Yes, I'm fine now. well---better 3)If there were no examinations, we should have a more happier time at school. more---much (or delete more)
Focus on Grammar 4) Mary is the older of the two sisters. older---elder 5) I have nothing farther to say. farther---further 6) She listened more attentive in class than the other students. attentive--- attentively
Section Two Things to Do you know any of the format and key terms of a contract? Format of Contract 1. Title (合同名称 ) 2. Preamble(前文 ) 3. Body (正文) 4. Witness Clause (结尾条款)
Section Two Things to Do Format and Key Terms of Contract Business Contract Business Contracts can be Contract, Agreement or Confirmation and they can be written or oral. Generally speaking, a formal written Contract consists of the following parts: 1. Title (合同名称 ) 2. Preamble(前文 ) 1) Date of signing 2) Signing parties 3) Place of signing 4) Recitals or WHEREAS clause(订约缘由/说明条款)
Section 2 Things to Do 3. Body (正文) 1) Definition clause(定义条款) 2) Basic conditions(基本条款) 3) General terms and conditions(一般条款) a. Duration (有效期) b. Termination (终止) c. Force Majeure (不可抗力) d. Assignment (让与) e. Arbitration (仲裁) f. Governing law (适用法律) g. Jurisdiction (诉讼管辖)
Section 2 Things to Do h. Notice (通知手续) i. “Entire agreement” clause (完整协议) j. Amendment (修改) k. Others 4. Witness Clause (结尾条款) 1) Concluding sentence (最后条款) 2) Signature 3) Seal (盖章)


