Chapter8Contract Law
Unit Nineteen
Contract
A contract is an agreement between two or more parties that is enforceable in a court of law. In international trade,a sales contract comes into existence through a chain of correspondence be­tween the exporter and importer.The importer may come in with an initial inquiry requesting a price quotation for a certain type and quantity of merchandise.The seller,in turn,responds with the desired information.Usually,this response can already be interpreted as an offer that is binding on the exporter,provided the importer accepts it within a reasonable period of time.At this very mo­ment,the transaction is completed and a contractual relationship between the seller and buyer is concluded.But,according to international trade practice,the seller and buyer still have to sign a written sales contract or sales confirmation,binding on them all,to further define their rights and obligations respectively.
In international trade,export and import contracts vary in both names and forms.The names that often appear are contract,confirmation,agreement and memorandum.
A contract or confirmation can be drawn up either by the seller or the buyer.Respectively, they are called a sales contract/confirmation or a purchase contract/confirmation.Whatever they are named,they are equally binding on the parties.The sales or purchase contract is more formal than the sales or purchase confirmation.Next,the former contains more details than that of the lat­ter.The former usually consists of commodities,specifications,quantity,packing,marking,price, shipment,port of shipment and port of destination,and payment as well as those clauses concern­ing insurance,commodity inspection,claims,arbitration and force majeure,etc.;while the latter only includes several main items only.What's more,the former is appropriate to transactions of large amount and huge quantity because of its detailed clauses which can prevent the occurrence of disputes.If the amount is not large or the business is done by means of agency arrangement or ex­clusive sales agreement,the sales or the purchase confirmation is often used.
Many firms have printed order and offer forms which,when accepted,become contracts.This greatly simplifies buying and selling procedures in that details that are the same for most contracts of a particular firm need not be specifically typed each time.Major provisions are included in the printed part of the form.Variable provisions can be typed in as required.However,it should be noted that the forms preprinted by one of the parties are only acceptable when this is traditional in the industry,the amounts
involved are small,there is high degree of trust between the buyer and the seller,or when enough previous business has been done between the buyer and seller to make re­peat orders routine.
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Examples of contract
Format of sales contract____________________________________________________
Contract
No:
Date: Sellers:______Corp.
Address:________
Cable Address:__________
Telex:________
Buyers:____________Corp.
Address:_______
Cable Address:________
Telex:
The undersigned Sellers and Buyers have agreed to close the following transaction according to the terms and conditions stipulated below:
1.Commodity:Unit Price:Total Value:
CIF or CFR or including%commission
2.Packing:
3.Time of Shipment:
4.Loading Port&Destination:
5.Insurance:To be effected by(marked)
( )the Sellers for110%of the invoice value against All Risks and War Risk in accordance with—(Insurance Clauses)
()the Buyers
6. Terms of Payment:By confirmed,irrevocable,transferable and divisible Letter of Credit to be
available by sight draft,which shall reach the Sellers before_and remain valid for negotia­tion through Bank of China,_ until the15th day after the aforesaid Time of Shipment.
7.Shipping Mark:
8.Shipping Documents:Certificates of quality,quantity and weight certified by the China
Commodity Inspection Bureau or the Sellers,whose certificates are to be taken as final.The general terms and conditions of this contract on the back page constitute an inseparable part of this contract and shall be equally binding upon the parties hereto.
The Sellers:The Buyers:
Words
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contract n.合同；契约 enforceable adj.可执行的
respond v.回应
confirmation n.确认书
binding n.约束
agreement n•协议书
memorandum n.备忘录，便函，便笔insurance n.保险，保险单
clause n.条款，条文
claim n.赔偿要求，索赔，异议，要求权
arbitration n，仲裁，公断
force majeure不可抗力，不可抗力事件
provision n■条款
preprint n.预打印(本)，未定稿本routine n.常规，常务
undersigned adj.下面签名的
CIF Cost Insurance and Freight到岸价格
CFR成本加运费价格，成本加运费(指定目的港）
commission n.代理权，佣金 shipment n.发货，装运，运送货物，装运的货物
transshipment n.转船
irrevocable adj.不可撤销的transferable adj.可转让的，可转移的，可调拨的
divisible adj.可分的
valid adj.有效的，有根据的，正当的，正确的
Notes
1.A contract is an agreement between two or more parties that is enforceable in a court of law.合同是指两人或更多人之间有法律约束而互相履行义务的一种契约。
2.The importer may come in with an initial inquiry requesting a price quotation for a certain type and quantity of merchandise.进口商可以从索取一张某种类型和数量的商品报价单开始进行最初的询价。
3.Many firms have printed order and offer forms which,when accepted,become contracts.许多公司打印好订货和报价单，一旦被接受，便可成为合同。
4.Major provisions are included in the printed part of the form.主要的条款已经手丁印在表格里面。
5.The undersigned Sellers and Buyers have agreed to close the following transaction accord­ing to the terms and conditions stipulated below本合同签字的买卖双方同意按下列条款签订本合同。
6.with partial shipments and transshipment allowed允许分批装运和转船。
7.Insurance:To be effected by(marked)保险：按标明的款办理。
8.the Sellers for110%of the invoice value against All Risks and War Risk in accordance with______(Insurance Clauses)由卖方办理保险，按照_______(保险条款）投保一切险和战争险，投保金额为发票金额的110%。
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Exercises
1.What's a contract?
2.What kinds of clauses are included in a contract?
Reading Material
Examples of Contract
A specimen of sales contract
(ORIGINAL)No.
CONTRACT
Date:
The Sellers:
Address:
Cable Address:
Telex:
Fax:
The Buyers:
The Sellers agree to sell and the Buyers agree to buy the undermentioned goods on the terms and conditions stated below:
(1)Name of Commodity,
(2)Quantity(3)Unit Price(4)Total Amount Specification,Packing Term
and Shipping Mark
Shipment%more or less at Sellers'option
(5) Time of Shipment:
(6) Port of Loading:China ports
(7)Port of Destination:
(8)Insurance:To be effected by the Seller for110%of invoice value covering
(9) Terms of Payment:
(10)Documents:The Sellers shall present to the negotiating bank,clean on board bill of lad-
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ing,invoice,quality certificate issued by the China Commodity Inspection Bureau or the Manufac­turers,Survey Report on Quantity/Weight issued by the China Commodity Inspection Bureau,and Transferable Insurance Policy/Certificate when this contract is made on CIF basis.
(11) Terms of Shipment:The carrying vessel shall be provided by the sellers.Partial shipments and transshipment are allowed.
After loading is completed,the Sellers shall notify the Buyers by cable of the contract number, name of commodity,quantity,name of the carrying vessel and date of shipment.
(12)Quality/Quantity A Veight Discrepancy and Claim:In case the quality and/or quan­tity/weight are found by the Buyers to be not in conformity with the contract after arrival of the goods at the port of destination,the Buyers may lodge claim with the Sellers supported by survey report issued by an inspection organization agreed upon by both parties,with the exception,how­ever,of those claims for which the insurance company and/or the shipping company are to be held responsible.Claim for quality discrepancy should be filed by the Buyers within30days after arri­val of the goods at the port of destination,while for quantity/weight discrepancy claim should be filed by the Buyers within15days after arrival of the goods at the port of destination.The Sellers shall,within30days after receipt of the notification of the claim,send reply to the Buyers.
(13)Force Majeure:In case of Force Majeure,the Sellers shall not be held responsible for late delivery or non-delivery of the goods but shall notify the Buyers by cable.The Sellers shall deliver to the Buyers by registered mail,if so requested by the Buyers,a certificate issued by the China Council for the Promotion of International Trade or any competent authorities.
(14)Arbitration:All disputes in connection with this contract or the execution thereof shall be settled by negotiation between two parties.If no settlement can be reached,the case in dispute shall then be submitted for arbitration in the country of defendant in accordance with the arbitration regulations of th
e arbitration organization of the defendant country.The decision made by the arbi­tration organization shall be taken as final and binding upon both parties.The arbitration expenses shall be borne by the losing party unless otherwise awarded by the arbitration organization.
(15)Remarks:
Sellers Buyers
Exercises
To translate the reading material.

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