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《英文合同用语》

《英文合同用语》word版 本文关键词:英文,用语,合同,word

《英文合同用语》word版 本文简介:关于英文合同(转)来源:郑旭江的日志合同条款常用英文词汇买方buyer卖方seller项目名称Projectname地址address电话phone传真fax联系人contactperson本合同由买卖双方签订,根据本合同条款,买方同意购买,卖方同意出售以下产品。Thiscontractismade

《英文合同用语》word版 本文内容:

关于英文合同(转)来源:

郑旭江的日志

合同条款常用英文词汇

买方

buyer

卖方

seller

项目名称

Project

name

地址

address

电话

phone

传真

fax

联系人

contact

person

本合同由买卖双方签订,根据本合同条款,买方同意购买,卖方同意出售以下产品。

This

contract

is

made

by

and

between

the

buyers

and

sellers,whereby

the

buyers

agree

to

buy

and

the

sellers

agree

to

sell

the

under-mentioned.

Commodities

according

to

the

terms

and

conditions

stipulated

below.

1.

详细货物清单

Detail

supply

list

2.

合同价格

Contract

value

序号

item

型号

model

尺寸

size,dimension

数量

amount,unit

单价

unit

price

总价

total

price

备注

remark

货物,运费

freight,transportation

合同总额(含安装费与税金)

Contract

amount

incl.

VAT

installation

3.

付款条件

payment

conditions,payment

terms

4.

交货地点

delivery

place

5.

发货期

delivery

time

6.

安装条款

installation

clause

7.

验收条款

inspection

clause

8.

保证条款

guarantee

clause

9.

不可抗拒条款

Force

Majeure

Clause

10.

违约条款

Breach

clause

11.

其他条款

Miscellaneous

clause

12.

买卖双方信息

buyer

and

seller

information

此合同一式二份,由双方各持一正本。This

contract

is

made

in

two

originals

that

should

be

held

by

each

party.

涉外合同格式

涉外合同按繁简不同,尽管可以采取不同书面形式,如正式合同(Contract)、协议书(Agreement)、确认书(Confirmation)、备忘录(Memorandum)、订单(Order)等等,但是一般都包含如下几个部分:

一、合同名称(Title)

二、前文(Preamble)

1.

订约日期和地点

Date

and

place

of

signing

2.

合同当事人及其国籍、主营业所或住所

Signing

parties

and

their

nationalities,principal

place

of

business

or

residence

addresses

3.

当事人合法依据

Each

party

s

authority,比如,该公司是“按当地法律正式组织而存在的”(a

corporation

duly

organized

and

existing

under

the

laws

of

XXX)

4.

订约缘由/说明条款

Recitals

or

WHEREAS

clause

三、本文(Body)

1.

定义条款(Definition

clause)

2.

基本条款(Basic

conditions)

3.

一般条款(General

terms

and

conditions)

a.

合同有效期(Duration)

b.

合同的终止(Termination)

c.

不可抗力(Force

Majeure)

d.

合同的让与(Assignment)

e.

仲裁(Arbitration)

f.

适用的法律(Governing

law)

g.

诉讼管辖(Jurisdiction)

h.

通知手续(Notice)

i.

合同修改(Amendment)

j.

其它(Others)

四、结尾条款(WITNESS

clause)

1.

结尾语,包括份数、使用的文字和效力等(Concluding

sentence)

2.

签名(Signature)

3.

盖印(Seal)

以上的格式和内容并非一成不变,当事人可以根据各自交易情况做出调整或增删。

合同范本

销售代理合同

Sales

Agency

Agreement

合同号:

NO:

日期:

Date:

为在平等互利的基础上发展贸易,有关方按下列条件签订本协议:

This

Agreement

is

entered

into

between

the

parties

concerned

on

the

basis

of

equality

and

mutual

benefit

to

develop

business

on

terms

and

conditions

mutually

agreed

upon

as

follows:

1.

订约人

Contracting

Parties

供货人(以下称甲方):

销售代理人(以下称乙方):

甲方委托乙方为销售代理人,推销下列商品。

Supplier:

(hereinafter

called

“party

A“)

Agent:(hereinafter

called

“party

B“)

Party

A

hereby

appoint

Party

B

to

act

as

his

selling

agent

to

sell

the

commodity

mentioned

below.

2.

商品名称及数量或金额

Commodity

and

Quantity

or

Amount

双方约定,乙方在协议有效期内,

销售不少于**的商品。

It

is

mutually

agreed

that

Party

B

shall

undertake

to

sell

not

less

than……

of

the

aforesaid

commodity

in

the

duration

of

this

Agreement.

3.

经销地区

Territory

只限在……。

In

……

only.

4.

订单的确认

Confirmation

of

Orders

本协议所规定商品的数量、价格及装运条件等,应在每笔交易中确认,其细目应在双方签订的销售协议书中作出规定。

The

quantities,prices

and

shipments

of

the

commodities

stated

in

this

Agreement

shall

be

confirmed

in

each

transaction,the

particulars

of

which

are

to

be

specified

in

the

Sales

Confirmation

signed

by

the

two

parties

hereto.

5.

付款

Payment

订单确认之后,乙方须按照有关确认书所规定的时间开立以甲方为受益人的保兑的、不可撤销的即期信用证。乙方开出信用证后,应立即通知甲方,以便甲方准备交货。

After

confirmation

of

the

order,Party

B

shall

arrange

to

open

a

confirmed,irrevocable

L/C

available

by

draft

at

sight

in

favour

of

Party

A

within

the

time

stipulated

in

the

relevant

S/C.

Party

B

shall

also

notify

Party

A

immediately

after

L/C

is

opened

so

that

Party

A

can

get

prepared

for

delivery.

6.

佣金

Commission

在本协议期满时,若乙方完成了第二款所规定的数额,甲方应按装运货物所收到的发票累计总金额付给乙方*%的佣金。

Upon

the

expiration

of

the

Agreement

and

Party

B

s

fullfilment

of

the

total

turnover

mentioned

in

Article

2,Party

A

shall

pay

to

Party

B……

%

commission

on

the

basis

of

the

aggregate

amount

of

the

invoice

value

against

the

shipments

effected.

7.

市场情况报告

Reports

on

Market

Conditions

乙方每3个月向甲方提供一次有关当时市场情况和用户意见的详细报告。同时,乙方应随时向甲方提供其他供应商的类似商品样品及其价格、销售情况和广告资料。

Party

B

shall

forward

once

every

three

months

to

party

A

detailed

reports

on

current

market

conditions

and

of

consumers

comments.

Meanwhile,Party

B

shall,from

time

to

time,send

to

party

A

samples

of

similar

commodities

offered

by

other

suppliers,together

with

their

prices,sales

information

and

advertising

materials.

8.

宣传广告费用

Advertising

2.

This

contract

and

the

appendices

have

been

effective;

3.

The

Borrower

has

provided

the

recognition

of

the

investment

or

certificate

of

the

investment

to

the

Lender;

4.

The

Borrower

has

provided

the

board

resolution

and

power

of

attorney

regarding

this

loan

contract;

5.

The

Borrower

has

provided

the

list

and

the

signature

sample

of

the

authorized

person

who

empower

to

sign

this

contract

and

documents;

6.

The

Guaranty

under

this

contract

has

been

effective;

7.

The

Borrower

has

been

satisfied

the

warrants

under

Article

11

of

this

contract;

8.

The

other

requirement

for

the

draw-down

have

been

satisfied.

ARTICLE

8

REPAYMENT

PLAN

AND

PREPAYMENT

1.

The

Borrower

shall

repay

the

loan

in

accordance

with

the

status

of

its

cash.

The

Borrower

shall

inform

the

Lender

the

payment

amount

and

date

[***]

prior

to

make

the

payment.

The

Borrower

shall

be

obliged

to

repay

the

principal

and

related

interests

on

due

date

without

any

condition.

2.

The

payment

made

by

the

Borrower

and

the

deduction

from

the

account

of

the

Borrower

shall

be

used

for

repaying

the

interest

at

first

and

then

for

repaying

the

principal.

3.

In

the

event

the

Borrower

fails

to

repay

the

loan,the

Lender

shall

have

rights

to

deduct

the

debt

from

the

bank

account

of

the

Borrower

at

the

Lender

or

empower

the

branches

of

the

Lender

to

deduct

the

debt

from

the

bank

account

of

the

Borrower

at

the

Lenders

branches;

4.

The

installment

of

repayment

shall

not

less

than

1

million.

ARTICLE

9

DEBT

CERTIFICATE

The

Lender

shall

keep

record

in

the

Lenders

account

for

the

principal,interests

and

fees

and

other

fees

of

the

Borrower

under

this

contract;

The

above

mentioned

record

and

the

documentation

for

the

draw-down,repayment

and

payment

of

interest

is

the

certificates

of

the

debts

between

the

Borrower

and

the

Lender.

ARTICLE

10

GUARANTY

1.

(the

“Guarantor“)

shall

be

the

guarantor

for

the

loan

under

this

contract

and

take

jointly

liabilities.

2.

During

the

term

of

this

contract,if

the

guarantors

financial

status

become

deteriorated

or

the

liabilities

for

repayment

of

debts

become

weak,the

Lender

shall

have

right

to

request

the

Borrower

changes

guarantor

or

provide

mortgage

and

pawn

secured

for

this

loan

under

this

contract.

ARTICLE

11

REPRESENTATIONS

AND

WARRANTIES

I.

The

Borrowers

represents

and

warrants

as

follows:

1.

The

Borrower

is

a

company

duly

organized

and

validly

existing

under

the

law

of

the

Peoples

Republic

of

China

and

has

the

power

and

authority

to

own

its

property

to

consummate

the

transactions

contemplated

in

this

contract

and

join

the

litigation.

The

Borrower

has

the

power

to

handle

it

assets

used

in

operation.

2.

The

Borrower

is

at

its

option

to

sign

and

perform

this

contract.It

is

the

Borrowers

true

meaning

and

has

the

power

to

sign

this

contract

and

it

is

not

breach

it

article

of

association

or

regulations

or

contracts.

The

procedure

for

signature

and

performance

of

this

contract

has

been

gone

through

and

fully

effectiveness.

3.

The

all

documents,materials,reports

and

certificates

provided

to

the

Lender

by

the

borrower

for

consummation

of

this

contract

is

true,real,compete

and

effective

4.

The

Borrower

shall

not

conceal

the

following

events

which

is

being

happened

or

have

been

happened

which

will

cause

the

Lender

refuse

to

extend

the

loan:

(1)

The

Borrower

or

the

principal

executives

of

the

Borrower

involve

in

material

events

which

breach

regulations,laws

or

compensation

to

others;

(2)

Pending

actions

and

arbitration;

(3)

The

Borrowers

debts

or

proposed

debts

or

liens

and

other

encumbrances;

(4)

The

other

matters

will

impact

the

financial

status

or

abilities

of

repayment

for

the

debts;

(5)

The

Borrower

breached

contract

which

is

between

the

Borrower

and

other

creditors.

II.

The

Borrower

hereby

warrants

as

follows:

1.

Using

the

capital

of

the

loan

as

usage

set

forth

in

this

contract,the

Borrower

will

not

use

the

loan

as

Equity

investment;

The

Borrower

will

not

use

the

capital

of

the

loan

invest

in

security,future,real

estate

etc.

The

Borrower

will

not

lend

to

the

others

privately

or

involving

other

maters

which

is

prohibited

by

the

country.

The

Borrower

will

not

misusing

or

appropriation

of

the

loan.

2.

Making

payment

and

related

expenses

in

accordance

with

the

provisions

set

forth

in

this

contract;

3.

Providing

updated

financial

statement

or

financial

bulletin

every

quarter;

Providing

the

audited

financial

report

at

the

first

quart

of

each

year;

Providing

operation

report,financial

report

or

other

files

and

materials

and

shall

warrant

the

reality,correct

and

effectiveness

for

the

files

and

materials;

4.

Any

anti-guaranty

or

other

similar

documents

will

not

make

any

impact

on

the

rights

and

benefits

of

the

Lenders;

5.

Accepting

the

supervision

of

the

Lender,provides

assistance

and

cooperation

for

the

Lenders

supervisions;

6.

Will

not

reduce

the

registration

capital;

Prior

approval

from

the

lender

shall

be

required

when

the

Borrower

changes

of

shareholders

and

operation

manner(including

but

not

limited

to

joint

venture,cooperation,jointly

cooperation;

dissolution,closedown,liquidation,transformation;

merger;

change

to

share

company,use

the

housing,machinery

or

other

real

assets

or

trademark,intellectual

property,Knowhow,landing

using

rights

or

other

intangible

assets

to

invest

in

share

company

or

investment

company,trading

of

operation

right

or

own

right

by

contracting,joint

operation,trusteeship)

7.

The

Borrower

shall

inform

the

Lender

and

warrants

the

liability

under

its

security

will

not

more

than

net

assets

of

the

Borrower

when

the

Borrower

guarantee

for

other

party

or

mortgage

its

assets.

The

Borrower

warrants

that

will

not

dispose

the

assets

which

will

make

adverse

impact

on

its

ability

of

paying

debts.

8.

The

Borrower

will

not

pay

the

other

similar

loans

prior

to

the

Lender;

9.

The

Borrower

warrants

to

inform

the

Lender

immediately

when

the

following

events

occurred:

(1)

The

event

of

breach

of

contract

under

this

contract

or

other

loan

or

guaranty

contracts

between

the

Borrower

and

any

branches

of

Bank

of

China

or

other

banks,non-bank

financial

organization;

(2)

The

Borrower

changes

shareholders

or

revise

the

article

of

association;

(3)

The

Borrower

suffer

difficulties

and

bad

result

in

financial

and

operation;

(4)

The

Borrower

involves

in

material

actions

or

arbitration;

10.

The

Borrower

shall

keep

sufficient

balance

for

repayment

prior

[***]

to

the

due

date.

11.

The

Borrower

shall

keep

its

bank

transactions

regarding

income

collection,sell

foreign

currency

or

buy

foreign

currency

ect.

Shall

be

conducted

at

the

Lender

or

other

branches

of

the

Lender.

The

turn-over

for

the

capital

shall

satisfy

the

demand

of

the

Lender;

III.

The

Borrowers

representations

and

warrants

hereunder

this

contract

shall

be

effective

even

though

any

mendment,supplements

or

revised

to

be

made

to

this

contract.

ARTICLE

12

REPRESENTATIONS

AND

WARRANTS

OF

THE

LENDER

I.

The

Lender

represents

and

warrants

as

follows:

1.

The

Lender

is

a

state-owned

commercial

bank

or

branch

duly

organized

and

validly

existing

under

the

law

of

P.R.C

and

approved

by

the

Industry

and

Commercial

Administration

and

holds

the

financial

institutions

legal

person

licenses

and

financial

institutions

operation

license

to

be

qualified

to

operate

financial

business.

2.

The

Lender

has

taken

all

necessary

action

to

authorize

the

execution

of

this

contract

and

performance

of

its

obligations

under

this

contract.

The

Lender

is

duly

authorized

to

extend

this

loan.

II.

The

Lender

warrants

as

follows:

1.

The

Lender

shall

extend

the

loan

in

accordance

with

the

provisions

set

forth

in

this

Contract.

2.

Collect

interests

in

accordance

with

the

regulations

of

the

Peoples

Bank.

ARTICLE

13

EVENTS

OF

BREACH

CONTRACT

AND

SETTLEMENT:

I.

Settlement

of

the

Borrower

breach

of

contract

1.

Event

of

breach

of

contract:

(1)

The

Borrower

fails

to

use

the

loan

in

accordance

with

the

agreed

usage

of

the

Loan;

(2)

The

Borrower

fails

to

repay

the

due

principal

and

pay

the

interests,expenses

or

other

payable

in

accordance

with

the

agreed

term

of

this

contract;

(3)

The

Borrower

breaches

the

representation

and

warrants

set

forth

in

Article

11.

(4)

The

Borrower

breaches

other

loan

agreements

or

guaranty

agreements

or

the

Guarantor

breach

the

guaranty

agreement

which

may

make

impact

the

Borrower

to

perform

the

obligations

under

this

contract.

(5)

Conclusive

evidence

to

show

that

the

Borrower

lose

the

capacity

of

credit

or

during

performance

of

the

obligation

under

this

contract,the

financial

conditions

of

the

Guarantor

are

seriously

deteriorating

or

other

reasons

caused

the

Guarantor

the

capacity

of

credit

decline.

(6)

The

Borrower

breaches

the

other

obligations

under

this

contract.

2.

Under

the

above

circumstances,the

Lender

shall

have

right

to:

(1)

Request

the

Borrower

to

rectify

within

the

period

designed

by

the

Lender;

(2)

Cease

in

extending

the

loan

or

cancel

the

credit;

(3)

Declare

the

loan

under

this

contract

is

due

and

the

Lender

shall

have

right

to

deduct

the

outstanding

amount

from

the

account

of

the

Borrower.

The

Borrower

shall

not

appeal

against

the

Lender.

(4)

Declare

the

loan

is

due

under

other

loan

agreements

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