Part One Business Contract 商务合同

1.Business Contract （商务合同）

S—a student

M—a manager

S:Would you please explain for us what a business contract imply?

M:A contract is an agreement which is binding on both parties mutually.A contract might be formal or informal,oral or written,sealed or unsealed.An implemented contract is one that has been fully executed by both sides;an executive contract is one that is going to be performed.They are enforceable by laws,and any party who breaches the contract may be sued and forced to make compensation.However,in practice most contracts do not cause disputes.In an express contract,all the terms are definitely stated whether by oral or by written agreement.There are implied contracts,the terms of which are not fully indicated,but are according to the laws and well understood by both sides.The contract that is usually used in imports and exports is a formal written contract,such as the know-how contract,license contract,a sales contract,a purchase contract;sometimes it is in the form of a purchase order countersigned by the seller,or a sales confirmation countersigned by the buyer.

A:Is a sales or purchase confirmation less detailed than a contract and does it cover only the essential terms of transactions?

B:Well,it is usually applied to small deals or between familiar partners.The contract can be a business letter,a cable,or a fax after agreement has been reached in negotiation.A contract must consist of offer and acceptance.The terms of the offer must be clear,exact and must be communicated to the offeree by the offerer or his agent.The offeree must communicate with the offer directly,or else,no offer will be forthcoming.The offer might be made to one person or to a group of persons.A firm offer is a promise to sell goods at a stated price.The validity period is indispensable to a firm offer.

S:What are the purposes of contracts?

M:In an ordinary contract,the objective of a contract might be relatively simple,indicating the description of commodity,price,quantity,terms of payment and etc.In the case of a complete set of equipments,it is not an easy matter to give a comprehensive and precise description of the equipment one intends to buy together with the necessary technical services and personnel training.Very often a number of appendices to contract concerning technical know-how and maintenance to the contract are indispensable.The explanation must be clear in case of any misunderstanding.Terms stating grades or qualities are frequently even more difficult to define than weights and quantities.A term for defining one particular degree of quality in one country might have a different meaning in another.It is useful to clarify the buyer's legal right to avoid disputes.

S:When drafting a contract,which points should we pay special attention to?

M:A brief account of the key points in connection with this topic or caption is given here for reference:① Make meaning clear by using concise,formal language.② Describe accurately the exact physical and chemical requirements,or performance which must be met.State the limit where variations are permitted.③Adhere closely to,or allow room for,filling specifications of standard goods.Indicate model,trademark,type,catalogue number and so forth,when necessary.Stipulate any special packing and/or marking desired.④ State clearly the permissible variation in quantity (the percentage more or less allowed) and the party who exercises the option.

S:And what else?

M:Well,⑤ Indicate country of origin and/or name of manufacturers.Describe grade,class,and government regulations in relation there to,if any,especially agricultural products,the year of the crop.⑥ Allow flexibility to supply better commodities and the use of latest developments in materials and methods.⑦ In the case of a complete production line,put the detailed technical requirements of the equipment,spare parts,special tools,technical documentation,maintenance service etc.,to the appendices,so that you can focus your efforts on the commercial side of the contract.⑧ Leave no loopholes that an unscrupulous merchant can profit from.A specification is worthless if it can't be checked or verified with the products.

S:What about the format or pattern of a contract?

M:The setting up of a contract is similar to that of a business agreement or any other type of formal arrangements.It generally consists of the items given below:① The Title.The type of a contract is indicated in the title such as Technological Transfer Contract,Technical Cooperation Agreement,Bidding Contract,Compensation Trade Contract,etc.The number and the date of a contract are given below the title to the right side.② The contract proper:This part contains:A.the full name and address of the buyer and the seller.B.The commodities involved including quantity,quality,specifications,packing and so on.C.All the terms and conditions agreed upon,such as,the price,total amount,terms of payment,transportation,date of delivery,insurance etc.D.Indication of the number of original copies of the contract,the languages used,the period of validity,possible extension of the contract,termination for default,applicable law,inspection,and so on.

S:And the last two points?

M:OK.③ The signatures of the contracting parties indicating their status as the seller or the buyer.④ The stipulations on the back of the contract are constituent parts of the contract and are equally binding upon the contracting parties.These may include the shipping documents required,force majeure,arbitration,claims,etc.

Notes

（1）sealed or unsealed盖了章的或没盖章的

（2）an implemented contract 已执行的合同

（3）an executive contract 执行合同

（4）defaults the contract 不履行合同，违约

（5）sued and forced to make compensation 被起诉和强制作出补偿

（6）an express contract 明示合同

（7）implied contracts 意向合同，默认合同

（8）countersigned 会签

（9）a sales or purchase confirmation 销售或购买确认书

（10）offer and acceptance报盘和接受

（11）the offeree受盘人

（12）a firm offer实盘

（13）The validity period is indispensable to a firm offer.有效期在实盘中是必不可少的。

（14）description of commodity商品名称

（15）appendices to contract合同附录

（16）drafting a contract起草合同

（17）performance性能

（18）Adhere closely to，or allow room for，filling specifications of standard goods.严格坚持要求满足于标准商品的规格或允许的误差。

（19）marking标记，标识

（20）the party who exercises the option行使选择权的一方

（21）latest developments in materials材料的最新进展

（22）Leave no loopholes that an unscrupulous merchant can profit from.不给不法商人留有从中获利的漏洞。

（23）the contract proper合同正文

（24）termination for default违约终止

（25）applicable law适用法律

（26）constituent parts of the contract合同的组成部分