专业英语合同作文范文

专业英语合同作文范文篇一

涉外英语合同写作技巧

涉外英语合同写作技巧

Published in The Florida Bar Journal, Nov. 2000 Note: This article is for background purposes only and is not intended as legal advice.

Welcome to the 21st Century. Where practicing law requires us to don the garb of computers and the Internet. And where litigation is as costly as ever. Lawyer bills running $10,000 a month are not unusual in a hotly contested breach of contract lawsuit. With every word, phrase and sentence carrying the potential for winning or losing, the stakes are high. Simple logic, therefore, directs us to cautious and thoughtful drafting. Drafting contracts is actually one of the simple pleasures of practicing law. Just 3 years ago at this Convention I presented 50 tips for contract writing. This article updates those tips in the context of our new tools and abilities. Following these tips could result in your writing a contract so clear no one will want to litigate it, saving your client from the trials and tribulations of litigation, truly a good reason to write the contract that stays out of court.

These tips apply to writing all kinds of agreements: office leases, real estate contracts, sales agreements, employment contracts, equipment leases, prenuptial agreements. They even apply to stipulations and

settlements in litigation, where you want an agreement so clear that it avoids future litigation. Wherever clarity and simplicity are important, these tips will guide you there. The Appendix provides a few sample forms to illustrate these tips.

Before You Write the First Word

1. Ask your client to list the deal points. This can be in the form of a list, outline or narration. Doing this will help the client focus on the terms of the agreement.

2. Engage your client in "what if" scenarios. A good contract will anticipate many possible factual situations and express the parties' understanding in case those facts arise. Talking to your client about this will generate many issues you may not otherwise consider.

3. Ask your client for a similar contract. Frequently, clients have had similar transactions in the past or they have access to contracts for similar transactions.

4. Search your office computer or the Internet for a similar form. Many times you can find a similar form on your computer. It may be one you prepared for another client or one you negotiated with another lawyer. Just remember to find and replace the old client's name. Starting with an existing form saves time and avoids the errors of typing. Here are some Web sites where you can find forms: /

5. Obtain forms in books or CD-ROM. Typical forms of contracts can be found in form books, such as West's Legal Forms （a nationwide set） and Florida Jur Forms, as well as in treatises and Florida Bar CLE publications. These can be used as the starting point for drafting the contract or as checklists of typical

provisions and wording to include in the contract. Many treatises and form books now come with forms on disk or CD-ROM.

6. Don't let your client sign a letter of intent without this wording. Sometimes clients are anxious to sign something to show good faith before the contract is prepared. A properly worded letter of intent is useful at such times. Just be sure that the letter of intent clearly states that it is not a contract, but that it is merely an outline of possible terms for discussion purposes. See Appendix C

Writing that First Word

7. Start with a simple, generic contract form. The form in Appendix A is such a form. It provides a solid starting point for the structure of the contract. Like a house, a contract must have a good, solid foundation.

8. State the correct legal names of the parties in the first paragraph. As obvious as this is, it is one of the most common problems in contracts. For individuals, include full first and last name, and middle initials if available, and other identifying information, if appropriate, such as Jr., M.D., etc. For corporations, check with the Secretary of State where incorporated.

9. Identify the parties by nicknames. Giving each party a nickname in the first paragraph will make the contract easier to read. For example, James W. Martin would be nicknamed "Martin."

10. Be careful when using legal terms for nicknames. Do not use "Contractor" as a nickname unless that party is legally a contractor. Do not use "Agent" unless you intend for that party to be an agent, and if you do, then you better specify the scope of authority and other agency issues to avoid future disagreements.

11. Include a blank for the date in the first paragraph. Putting the date in the first paragraph makes it easy to find after the contract is signed. It also makes it easy to describe the contract in other documents in a precise way, such as the "December 20, 2000, Contract for Sale of Real Estate."

12. Include to provide background. Recitals are the "whereas" clauses that precede the body of a contract. They provide a simple way to bring the contract's reader （party, judge or jury） up to speed on what the contract is about, who the parties are, why they are signing a contract, etc. The first paragraph in the body of the contract can incorporate the recitals by reference and state that they are true and correct. This will avoid a later argument as to whether or not the recitals are a legally binding part of the contract.

13. Outline the contract by writing out and underlining paragraph headings in their logical

order. The paragraphs should flow in logical, organized fashion. It is not necessary to write them all at once； you can write them as you think of them. Try to group related concepts in the same paragraphs or in adjacent paragraphs. For example, write an employment contract's initial paragraph headings like this:Recitals. Employment. Duties. Term. Compensation.

14. Complete each paragraph by writing the contract terms that apply to that paragraph. This is simple. You learned this in elementary school. Just explain in words what the parties agree to do or not do

paragraph by paragraph.

15. Keep a pad at hand to remember clauses to add. It is normal to think of additional clauses, wording and issues while writing a contract. Jot these down on a pad as you write； they are easily

forgotten. Also keep your client's outline and other forms in front of you as you write, and check off items as you write them.

16. Repeat yourself only when repetition is necessary to improve clarity. Ambiguity is created by saying the same thing more than once； it is almost impossible to say it twice without creating ambiguity. Only if the concept is a difficult one should you write it in more than one way. In addition, if you use an

example to clarify a difficult concept or formula, be sure that all possible meanings are considered and that the example is accurate and consistent with the concept as worded.

What to Watch Out for When Writing

17. Title it "Contract." Do not leave this one to chance. If your client wants a contract, call it a contract. A judge now sitting on the federal bench once ruled that a document entitled "Proposal" was not a contract even though signed by both parties. The lesson learned is, "Say what you mean." If you intend the document to be a legally binding contract, use the word "Contract" in the title.

18. Write in short sentences. Short sentences are easier to understand than long ones.

19. Write in active tense, rather than passive. Active tense sentences are shorter and use words more efficiently, and their meaning is more apparent. Example of active: "Sellers shall sell the Property to Buyer." Example of passive: "The Property shall be sold to Buyer by Seller."

20. Don't use the word "biweekly." It has two meanings: twice a week and every other week. The same applies to "bimonthly." Instead, write "every other week" or "twice a week."

21. Don't say things like "active termites and organisms". Avoid ambiguity by writing either "active termites and active organisms" or "organisms and active termites." When adding a modifier like "active"

before a compound of nouns like "termites and organisms", be sure to clarify whether you intend the modifier to apply to both nouns or just the first one. If you intend it to apply to both, use parallel construction and write the modifier in front of each noun. If you intend it to apply to just one noun, place that one noun at the end of the list and the modifier directly in front of it.

22. Don't say "Lessor" and "Lessee." These are bad nicknames for a lease because they are easily reversed or mistyped. Use "Landlord" and "Tenant" instead. The same applies to lienor and lienee, mortgagor and mortgagee, grantor and grantee, licensor and licensee, party A and party B. This is where you can use your creativity to come up with a different nickname for a party, as long as you use it consistently throughout the contract.

23. Watch out when using "herein." Does "wherever used herein" mean anywhere in the contract or

anywhere in the paragraph？ Clarify this ambiguity if it matters.

24. Write numbers as both words and numerals: ten (10). This will reduce the chance for errors.

25. When you write "including" consider adding "but not limited to." Unless you intend the list to be all-inclusive, you had better clarify your intent that it is merely an example.

26. Don't rely on the rules of grammar. The rules of grammar that you learned in school are not universal. The judge or jury interpreting the meaning of your contract may have learned different rules. Write the contract so that no matter what rules they learned, the contract is clear and unambiguous. Follow this test for clear writing: Remove all periods and commas, then read it. Choosing the right words and placing them in the right place makes the writing clear without punctuation.

27. Don't be creative with words. Contract writing is not creative writing and is not meant to provoke reflective thoughts or controversies about nuances of meaning. Contract writing is clear, direct and precise. Therefore, use common words and common meanings. Write for the common man and the common woman.

28. Be consistent in using words. If you refer to the subject matter of a sales contract as "goods" use that term throughout the contract； do not alternately call them "goods" and "items." Maintaining consistency is more important than avoiding repetition. Don't worry about putting the reader to sleep； worry about the opposing lawyer a year from now hunting for ambiguities to get your contract into court.

29. Be consistent in grammar and punctuation. The rules of grammar and punctuation you learned may differ from others, but you had better be consistent in your use of them. Be aware of such things as where you put ending quote marks, whether you place commas after years and states, and similar variations in style.

30. Consider including choice of law, venue selection, and attorneys fee clauses. If your contract gets litigated, you might as well give your client some "ammunition" for the fight. Examples of these clauses appear in Appendices A and C.

Write for the Judge and Jury

31. Assume the reader is a knowledgeable layman. If your writing is so clear that a layman could understand it, then it is less likely it will end up in court.

32. Define a word by capitalizing it and putting it in quotes. Capitalizing a word indicates that you intend it to have a special meaning. The following are two sample clauses for defining terms:

Wherever used in this contract, the word "Goods" shall mean the goods that Buyer has agreed to purchase from Seller under this contract.

Buyer hereby agrees to purchase from Seller ten （10） frying pans, hereinafter called the "Goods."

33. Define words when first used. Instead of writing a section of definitions at the beginning or end of a contract, consider defining terms and concepts as they first appear in the contract. This will make it easier for

the reader to follow.

34. Explain technical terms and concepts. Remember that the parties might understand technical jargon, but the judge and jury who interpret and apply the contract do not. Therefore, explain the contract's terms and concepts within the contract itself. Let the contract speak for itself from within its four corners. Keep Your Client Informed While You Write

35. All contracts should come with a cover letter. This gives you a place to instruct your client on how to use and sign the contract.

36. Tell your client the ideas that come as you write. Many ideas will occur to you as you write: things that could go wrong with the deal, things that might happen in the future, things that happened in the past, ways to structure things better. Write these in your letter to the client.

37. Inform your client of the risks. Writing a letter to the client as you write the contract is the perfect way to inform the client of the risks and rewards of entering into the contract. Frequently, problems do not become apparent until time is spent trying to word a contract.

What To Do After the First Draft Is Written

38. Check spelling, paragraph numbering, and cross references both manually and with your word processor's spelling and grammar checker. This almost goes without saying today, especially since Microsoft Word now checks your spelling and grammar as you type. （Unfortunately it also changes "per stirps" to "per stupid" if you fail to watch it closely.） And now there are even computer programs that check contract documents for undefined terms. DealProof is packaged with Corel WordPerfect for law offices, and DocProofReader is available for download for MS Word 97 and 2000.

39. Let your secretary or paralegal read it. Not only will your staff frequently find spelling and grammar errors missed by your word processor's spell checker, but they will find inconsistencies and confusing areas that you missed when drafting.

40. Stamp "Draft #1 6/22/2000" on it. This may be the first of many drafts, so avoid confusion early by numbering and dating all drafts at the top of the first page. It is also a good idea to write "DRAFT" across the face of each page to preclude the possibility of an impatient client signing a draft rather than waiting for the final version.

41. Let your client read it. Letting the client in on reading the first draft assures that your drafting will stay in tune with the client's wishes.

42. Save the drafts as multiple files on your computer. If you save the first draft on your computer as two files, you will have one file identified as the first draft and the other identified as the current version. This can be done by naming the current version "contract" and the first draft as "contract.d1." Then, subsequent versions can be named "contract.d2", "contract.d3," etc., where the "d" in the extension indicates draft. （Of

专业英语合同作文范文篇二

国际贸易英语合同写作句子翻译

国际贸易英语合同写作句子翻译

3.简式序文（没有“鉴于条款）

This Contract is entered into the 5th day of August, 2008 between ABC Trading Co., Ltd.,(hereinafter called “Seller”) who agrees to sell; and XYZ Trading Co.,(.,(hereinafter called “Buyer”) who agrees to buy the following goods on the following terms and conditions:

ABC 贸易有限公司（以下简称卖方）与XYZ贸易有限公司（以下简称买方）于2008年8月5日签订本合同。双方同意按下列条款出售、购买下列货物：

3. In processing transactions, the manufactures

never have title either to the materials or to the

finished products.

在加工贸易中，厂方对原材料或成品都无所有权。

4. The Appendix hereto shall, through the contract period, be deemed (被

认为) to be construed (理解)as part of this Contract.

整个合同期间，被合同的附件应被视为合同的一部分予以解释。

1. The Parties may, through consultation, make amendments to and revisions of the contract as and when the need arises.

对方可在必要时通过协商修改本合同。

3. The Contractor shall, without limiting his or the Employee’s obligations and responsibilities under Clause 20, insure the Works, together with materials and plant for incorporation therein, to the full replacement cost.

在不限制第20条中规定的承包人和业主的义务和责任的条件下，承包人应该以全部重置成本对工程、用于工程的材料和工程配套设备进行保险

例一：The Employer hereby covenants to pay the Contractor in consideration of the execution and completion of the Works and the remedying of defects therein the Contract Price or such other sum as may become payable under the provisions of the Contract at the time and in the manner prescribed by the Contract.

例1{专业英语合同作文范文}.

Whether the custom of the Port is contrary to this Clause or not, the owner of the goods shall, without interruption, by day and night, including Sundays and holidays (if required by the carrier), supply and take delivery of the goods. Provided that the owner of the goods shall be liable for all losses or damages including demurrage incurred in default on the provisions hereof.

不论港口习惯是否与本规定相反，货方都应昼夜的，包括星期日和假日，（如承运人需要），无间断的提供和提取货物，伙房对违反本款规定所引起的所有损失或损坏，包括滞期应负担赔偿责任。

例2“Technical Documents” means the data and the information specified in Appendix 1 hereto, such as engineering, manufacturing and original information relating to the manufacture and maintenance of the Contract Products, including drawings, blueprints, design sheets, material

specifications, photographs, photostats and general data, and design and their specifications relating to manufacturing equipment, tools and facilities. Provided that the above-mentioned information shall be such information as is only available to Party B and applicable to the business operation of Party A under this Contract.

“技术资料”系指列于附件1与制造和维修合同产品有关的工程、制造及原始资料，包括与制造设备、工具和装置有关的图纸、蓝本、设计图表、材料规格、照片、影音资料和一般资料设计及其说明书等，但上述资料仅限于乙方拥有的资料和甲方用于本合同业务活动的资料。

例1

This Law is hereby formulated and prepared in order to develop the foreign trade, maintain the foreign trade order and promote the healthy development of the socialist market economy.

Foreign trade mentioned herein shall cover the import and export of goods, technology and the international trade in services.

为了发展对外贸易，维护对外贸易秩序，促进社会主义市场经济的健康发展，兹制定本法，本法所称对外贸易是指货物进出口、技术进出口和国际服务贸易。

例1

When existing Chinese-foreign equity joint ventures, Chinese-foreign cooperative joint ventures and wholly foreign-owned enterprises (hereinafter referred to as “enterprises with foreign investment”) apply to reorganize themselves into a company, the enterprises with foreign investment shall have a record of making profits for the recent three consecutive years. 参考译文：

已设立的中外合资经营企业、中外合作经营企业，外资企业（以下称为外商投资企业），如申请转变为公司的，应有最近连续3年的盈利纪录。

例1

“Tests on Completion” means such tests specified in the Contract or otherwise agreed by and between the Engineer and the Contractor as shall be made by the Contractor before the Employer takes over the Works or any section or part thereof.

竣工检验是指合同规定的或由工程师与承包人另行规定的检验，这些检验是由承包人在业主接受工程或工程任何部分、区段之前进行的。

The Borrower shall pay for the account of the Banks a commitment fee of one half of one percent (0.5%) per annum on the Total Loan Commitment. The commitment fee shall be paid from the date of the conclusion of the Contract (inclusive) to the earlier day of the Disbursement Date and the Termination Date (but excluding the day in question). The commitment fee shall quarterly be paid from the date in the third month thereafter to the earlier day of the Disbursement Date and the Termination Date.

参考译文：

借款人每年应支付银行贷款承诺总额0.5%的承诺费。支付时间从签订合同之日起（包括该日在内），到贷款发放日和终止日中较早之日（但不包括该日在内）为止，从其后第3个月的该日起开始按季支付至发放日与终止日中较早之日。

The Defects Liability Certificate for the Works shall, within 28 days after the expiration of the

Defects Liability Period, be issued by the Engineer, or, if different defects liability periods become applicable to different Section or parts of the Permanent Works, the expiration of the latest such period, or if, pursuant to Clause 82, any works instructed are completed to the satisfaction of the Engineer, the Defects Liability Certificate therefor shall be issued by the Engineer as soon as possible.

参考译文：工程的缺陷责任证书应由工程师在缺陷责任期终止后28天内颁发，或者，如果不同的缺陷责任期适用永久工程的不同区段或部分时，则在最后一个缺陷责任期终止或根据

第82条，在任何按指示进行的工程已完成并达到工程师满意之后尽快签发。

A contract for supply and use of electricity refers to a contract whereby the supplier of electricity supplies electricity to the user of electricity, and the user of electricity pays the electric fee. 供用电合同是供电人向用电人供电，用电人支付电费的合同

The board meeting shall be called and presided over by the Chairman. Should the Chairman be absent, the vice-Chairmen shall, in principle, call and preside over the board meeting. 董事会应由董事长召集并主持，若董事长缺席，原则上应由副董事长召集主持

Now Therefore, in consideration of the premises and the covenants herein, contained, the parties hereto agree as follows:

兹以上述各点和契约所载条款为约因，订约双方协议如下：

IN THE PRESENCE OF the parties hereto have hereunder set their respective hands and seals: 作为协议事项的证据，订约双方各自签名盖章如下{专业英语合同作文范文}.

Unless otherwise expressly specified in the Contract, the Engineer shall have no authority to relieve the Contractor of any of his obligations under the Contract.

除非在合同中明确规定，工程师无权解除合同规定的承包人的任何义务。

In Testimony Whereof, this Contract shall come into effect after the Contract in question is made and signed by the Parties hereto in duplicate, and either Party will hold one copy.

本合同由双方代表签字后生效，一式两份，双方各执一份

The Engineer shall have authority to issue to the Contractor, from time to time, such supplementary Drawings and instructions as shall be necessary for the purpose of the proper and adequate execution and completion of the works and the remedying of any defects therein.

工程师有权随时向承包人发出为合理和恰当施工，竣工及修补工程中的缺陷所必需的补充图纸和指示。

The seller shall guarantee all shipments to conform to samples submitted with regard to quality 卖方必须保证交货质量同其所提供的样品一样。

Said sample shall be treated as an inter part of this contract. The quality of the goods delivered shall not be lower than the sample.

该样品应视为本合同不可分割的部分，所交货物的品质不得低于样品

For details, see the specification and Design attached hereto, which shall constitute and integral and equally authentic part of this contract.{专业英语合同作文范文}.

品质规格：相见所附说明书和图样。该项所附说明书和图样应视构成本合同的组成部分，并且是有同等效力。

2. 型号PMC9-71323, 颜色兰，黄，白平均搭配为每打小

/ 3，中/6,，大/3

PMC9-71323，Blue, Yellow and White equally assorted .S/3, M/6, L/3 per dozen.

5. In case any dispute and /or claim arise in connection with the patent, utility model, trade mark, design or copyright, seller reserves every and all rights to cancel, make null and void this contract at his discretion, and to hold himself free from any liability arising therefrom; buyer shall be responsible for every loss and or damage caused thereby.

如因专利，新型，商标，设计，或版权，引起纠纷或索赔事情，卖方有权撤销合同或是合同无效，并不负因此引起的任何责任，买方应负责因此而招致的一切损失和损害{专业英语合同作文范文}.

制造商必须保证所交货物的质量完全符合同规定，若发现品质不符，应予免费调换。 Maker shall guarantee that material supplied are strictly in accordance with the contract and that in the event of any material not in accordance with the contract, replacement shall be made free of charge

4. 如在买方国家或其他别的地方有侵犯他人专利、新型、商标、设计或版权事宜，卖方不负任何责任。

The seller shall not be responsible for any infringement ,with regard to patent .utility model ,trade mark ,design or copyright ,whether in the Buyers country or in other places.

The seller has the option of delivering 5% more or less of the contracted quantity.

买方有权决定按合同素、数量增减5%

Should the weight ascertained as a result of reweighting the goods at the port of destination differ from the bill of Lading weight by up to one percent more or less, the bill of Lading weight shall be deemed final for the settlement of accounts between the parties.

在目的港对货物再次所得的重量，如与提单重量相差仅1%增减，则提单重量作为上方结算的最后依据。

Net shipping weight; loss in weight exceeding (or over) 5% to be for Seller’s account. 以装运净重为准，如重量损耗超过5%，超过部分由卖方负担。

When the Seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or he may reject the whole. If the buyer accepts the whole of the goods so delivered he must pay for them at the contract rate. 卖方交付买方的数据，如多于契约所订出售所数量，卖方可接受契约所定数量而拒绝其余部分，也可拒绝全部货物。如买方接受所交全部货物，则必须按契约所定价格交付货款。

销售包装

木箱装，内衬两层蜡质，每箱净重15公斤，4盒装一木箱

Goods to be packed in wooden cases each of 15kg net,with double wax-paper, 4 packets to one case.

用牛皮纸袋装，每袋净重50公斤，外包麻袋

Goods shall be packed in craft paper bags of 50kg net each ,wrapped with gunny bags.

例1 ：双方同意以装运港中国进出口商品检验局签发的品质及数量检验证书为最后依据对双方具有约束力

It is mutually agreed that the goods are subject to the Inspection certificate of Quality and Inspection certificate of Quantity issued by China Import and Export at the port of shipment. The certificate shall be binding on both parter.

•应以装运口岸中国出入境检验检疫局签发的重量证作为最好依据。

The certificate of quantity issued by China Entry--Exit Inspection and Quarantine Bureau at the port of shipment is to be find.

•棉花应在上海由卖方所指定的棉花检验人于抽样前过磅，过磅应于卸货后21天内在目的港码头上进行。

Cotton is to be weighted in Shanghai before sampling under the supervision of the Cotton controller appointed by seller, weighing shall take place not later than 21 days after completion of landing on wharf at the port of destination.

•兹证明我厂业经检验上述货物或设备，并保证其品质、规格符合规定标准。

We certify that we have inspected the goods and equipment covered by the warrant and that it conforms to accepted standards of quality, including any specifications forming a part of the descriptions

•兹证明下列原料已经检验。根据本公司检验人员报告及本公司的经验盒判断，本公司的意见为：下列原料符合所批示的规定。

We certify that the following materials have been inspected and are in accordance with our opinion based upon that the report of our inspectors and experience and judgement has been accepted under the instructions provided.

•合同货物品质、数量、包装和重量应由买方所指定为卖方所接受的独立公证人在黄埔于装运时。该独立公证人签发的品质、数量、包装和重量检验证应作为最好依据。检验费由卖方承担。

Inspection on quality quantity , packing and weight of the contracted cargo shall be performed

专业英语合同作文范文篇三

国际经贸英语合同写作翻译

1.保险：由卖方按中国人民保险公司海洋货物运输保险条款照发票总值110%投保综合险及战争险。如买方欲增加其他险别或超过上述保额时须于装船前征得卖方同意，所增加的保险费由买方负担。

Insurance:To be covered by the Sellers for 110% of invoice value against All Risks and War Risk as per the relevant Ocean Marine Cargo Clauses of the People’s Insurance Company of China.If other coverage or an additional insurance amount is required, the Buyers must have the consent of the Sellers before shipment,and the additional premium is to be borne by the Boyers.

2.付款条件：买方应由卖方可接受的银行不可撤销的即期信用证，于装运月份前30天开到卖方并至装运月份后第15天在中国议付有效。

Terms of Payment:The Buyers shall open with a bank acceptable to the Sellers an Irrevocable Sight Letter of Credit to reach the Sellers 30 days before the month of shipment,valid for negotiation in China until the 15 day after the monthe of shipment.

3.不可抗力：如由于不可抗力的原因，致使卖方不能全部或部分装运或延迟装运合同货物时，卖方对于这种不能装运或延迟装运不负有责任。但卖方须用传真或电传通知买方，并须在15天内以航空挂号信件向买方提交事故发生地权威机构出具的证明此类事故的证明书。 th

Force Majeure:If shipment of the contracted goods is prevented or delayed in whole or in part due to Force Majeure, the Sellers shall not be liable for non-shipment or late shipment of the goods under this Contract. However,the Sellers shall notify the Buyers by fax or telex and furnish the latter within 15 days by registered airmail with a certificate issued by the competent authourities at the place of occurrence attesting such event or events.

4.仲裁:凡因执行本合同所发生的或与本合同有关的一切争议，双方应通过友好协商解决。如果协商不能解决时，应提交中国国际经济贸易仲裁委员会根据该会仲裁规则进行仲裁。仲裁的裁决是终局性的，对双方都有约束力。

Arbitration: All disputes arising out of the performance of , or relating to this Contract, shall be settled amicably through negotiation. In case no settlement can be reached through negotiation, the case shall then be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules. The arbitral award is final and binding upon

both parties.

5.Payment: The Buyers shall open through the Bank of China, Beijing, an irrevocable letter of credit in favour of the Sellers in US Dollars covering the FOB stowed and trimmed value of each shipment payable against receipt by the issuing Bank of the following shipping documents:

(1) A full set (including three copies each of the negotiable and non-negotiable ) of clean on board Bill of Lading or Charter Party Bill of Lading in accordance with the charter party , made out to order, blank endorsed, notifying the China National Foreign Trade Transportation Corporation at the port of destination.

(2) Provisional invoice covering an amount corresponding to the full value of each shipment,weight 1% less than that in B/L. And quality based on 72% Tribasic Phosphate of Lime.

(3)Certificate of quality and weight determination issued by the Sellers at the port of loading.

The Buyers shall open the relative letter of credit latest 20 days before the arrival of the carrying vessel at the port of loading with validity for 90 days from the date of opening.

5.We hereby agree with the drawers, endorsers and bona fide holders of drafts/documents drawn under and in compliance with the terms and conditions of this credit that such drafts/documents will be duly honoured on due presentation. 我们特此同意出票人、背书人和善意持有人和下的汇票/单据符合信用证的条款和条件,这种将承兑汇票/文档表示。

6.According to the ICC Model International Sales Contract (Manufactured Goods for resale),the liquidated damages to be claimed by the Buyer against the seller shall be 0.5% per week with a maximum amount of 5% of the price of the delayed goods in case of delay in delivery or non-delivery of the goods.

根据ICC模型国际销售合同(转售制成品),声称的违约金由买方对卖方应当0.5%每周最多数量的5%的迟延交付的货物的价格,交货延迟或不能交货的货物。

7.claim ( 索赔）的用法

(1) 用作可数名词，表示索赔。写作时，要注意动词的搭配：提出索赔用file，lodge,make, put forward,put in 等，拒绝索赔用reject，放弃索赔用 give up,waive,撤回索赔用withdraw,解决索赔用settle。介词的搭配：向某人提出索赔用against,对某物提出索赔用on,索赔的原因和索赔的金额用for等。例如：

Buyers have lodged a claim against Sellers on this shipment for US$10,000 for short weight 由于短重，买方向卖方对这批船货提出索赔一万美元。

(2) 用作及物动词，表示索赔。例如： Buyers claim US$900 against Sellers for inferiority of quality.买方因品质低劣向卖方索赔900美元。

8.Privity 共同利益关系 The relationship hereby established between Supplier and Distributor, during the effective period of this Agreement, shall be solely that of Seller and Buyer, and Distributor shall under no circumstances be considered to the agent or legal representative of Supplier for any purpose whatsoever and shall have no right or authority to create or assume any obligation or responsibility of any kind,expressed or implied, in the name of or on behalf of Supplier{专业英语合同作文范文}.

特此建立供应商和经销商之间的关系,在本协议的有效期内,应单独买卖,和经销商应当在任何情况下被认为供应商的代理人或法定代表人任何目的并没有权利或权力创建或承担任何义务或责任,表达或暗示的名义或代表供应商。

9.Prohibition of Re-export 禁止出口

Distributor shall sell Products only in Territory and shall not, directly or indirectly, resell or re-export Products to any place or country outside Territory, nor shall resell Products to any other person, firm or corporation in Territory, whom Distributor, to the best of his knowledge and belief, knows and has reason to believe to have the intent to resell or re-export Products to any place or country outside Territory.

经销商销售产品只有在领土和不得直接或间接地转售或再出口产品以外的任何地方或国家的领土,也不可转售产品到任何其他的人,公司或公司的领土,谁的经销商,他的最好的知识和信仰,知道,有理由相信目的转售或再出口产品以外的任何地方或国家的领土。

10.Bid Bond A bond in the amount of US$50,000 is required when the bid is submitted. The bond shall be handed in the form of a Bank Surety transmitted through an Ethiopian Bank. The amount covered by the Surety is refundable to those bidders who are not the winner, as soon as the bids are opened and the winner is made known. In the case of the winner, the amount is refunded after a contract has been signed and the necessary performance bond is provided.

债券50000美元的投标时需要提交。债券应当交银行担保的形式通过一个埃塞俄比亚银行。被保证人覆盖量退还那些投标人不是赢家,一旦被打开和获胜者是已知的。的赢家,合同签订后的金额退还和必要的履约保证书。

11.Performance Bond

Performance bond amounting to 10% of the total value of the works bid upon is required when signing the contract.

性能债券占总价值的10%的投标工作时需要签订合同。

12.The Employer shall make a prepayment of 20% of the contract value to the Contract within 10 days after signing this Contract. The Contractor shall furnish the Employer with a bank’s Letter of Guarantee to be valid till the date of full reimbursement of the amount of prepayment. The reimbursement of the prepayment shall be effected by deducting the monthly payments made by the Employer to the Contractor for the completed portion of the Works in the same percentage as the prepayment bears to the total contract value.

雇主应预付20%合同金额在合同签订后10天内本合同。承包商应向雇主提供银行保函有效直到全部报销的日期提前还款的金额。提前还款的还款应影响扣除每月由雇主支付的承包商完成部分工作在相同的比例预付熊总合同价值。

13.The term of the lease shall be ten years commencing from the date of the Bill of Lading referred to in Article 4. The total rent shall be Japanese Yen to be paid in twenty equal instalments by telegraphic transfer to Party B’s account with the bank designated by Party B. Each instalment shall be paid by PartyA within every six months after the date of the Bill of Lading. If Party A delays in paying any of the instalments, it shall pay Party B interest for the delayed time at the rate of one percent over and above the long-term prime rate of the said Japanese bank. 十年租赁期限应当自提单之日起4条。总租金应当在20日元支付同等的分期付款电汇到乙方的账户与银行指定的党B .每个分期付款应当在每六个月后未经甲方支付的日期的提单。如果甲方延迟支付的分期付款,应支付乙方对延迟时间的速度百分之一以上的长期优惠利率说日本银行。 14.Registered Capital of the Company, Investment Contributed by the Parties,Proportion of Investment and Form of Investment of the Parties 4.1 The registered capital of the Company shall be Renminbi....yuan

4.2 Party A shall contribute 30% of the registered capital of the Company in the sum of Renminbi... Yuan ,and Party B shall contribute 70% of the registered capital of the Company in the sum of Renminbi...yuan

The investment to be contributed by Party B shall be in Hong Kong dollars calculated in Renminbi at the median of the selling and buying exchange rates announced by the State General Administration of Exchange Control on the date of contribution.

公司的注册资本、投资贡献了当事人,当事人的投资和形式的投资比例

4.1公司的注册资本应当人民币....元

4.2甲方提供公司的注册资本的30%金额的人民币…元,乙方应提供公司的注册资本的70%金额的人民币…元

投资由乙方应当在港元以人民币计算的平均汇率买卖国家外汇管理总局公布的日期的贡献。