Contract Law Page
FORMATION OF A CONTRACT
INTRODUCTION
A contract may be defined as an agreement between two or more parties that is intended to be legally binding.
The first requisite of any contract is an agreement (consisting of an offer and acceptance). At least two parties are required; one of them, the offeror, makes an offer which the other, the offeree, accepts.
OFFER
An offer is an expression of willingness to contract made with the intention that it shall become binding on the offeror as soon as it is accepted by the offeree.
A genuine offer is different from what is known as an "invitation to treat", ie where a party is merely inviting offers, which he is then free to accept or reject. The following are examples of invitations to treat:
1. AUCTIONS
In an auction, the auctioneer's call for bids is an invitation to treat, a request for offers. The bids made by persons at the auction are offers, which the auctioneer can accept or reject as he chooses. Similarly, the bidder may retract his bid before it is accepted. See: Payne v Cave (1789) 3 Term Rep 148
2. DISPLAY OF GOODS
The display of goods with a price ticket attached in a shop window or on a supermarket shelf is not an offer to sell but an invitation for customers to make an offer to buy. See: Fisher v Bell [1960] 3 All ER 731
P.S.G.B. v Boots Chemists [1953] 1 All ER 482.
3. ADVERTISEMENTS
Advertisements of goods for sale are normally interpreted as invitations to treat. See: Partridge v Crittenden [1968] 2 All ER 421.
However, advertisements may be construed as offers if they are unilateral, ie, open to all the world to accept (eg, offers for rewards). See:
Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256.
4. MERE STATEMENTS OF PRICE
A statement of the minimum price at which a party may be willing to sell will not amount to an offer. See:
Harvey v Facey [1893] AC 552
Gibson v Manchester County Council [1979] 1 All ER 972.
5. TENDERS
Where goods are advertised for sale by tender, the statement is not an offer, but an invitation to treat; that is, it is a request by the owner of the goods for offers to purchase them. The process of competitive tendering came under scrutiny in the following cases: Harvela Investments v Royal Trust Co. of Canada [1985] 2 All ER 966
Blackpool Aero Club v Blackpool Borough Council [1990] 3 All ER 25.
ACCEPTANCE
An acceptance is a final and unqualified acceptance of the terms of an offer. To make a binding contract the acceptance must exactly match the offer. The offeree must accept all the terms of the offer.
However, in certain cases it is possible to have a binding contract without a matching offer and acceptance. See:
Brogden v Metropolitan Railway Co. (1877) 2 App Cas 666
Lord Denning in Gibson v Manchester City Council [1979] above
Percy Trentham Ltd v Archital Luxfer Ltd [1993] 1 Lloyd's Rep 25.
The following rules have been developed by the courts with regard to acceptance:
1. COUNTER OFFERS
If in his reply to an offer, the offeree introduces a new term or varies the terms of the offer, then that reply cannot amount to an acceptance. Instead, the reply is treated as a "counter offer", which the original offeror is free to accept or reject. A counter-offer also amounts to a rejection of the original offer which cannot then be subsequently accepted. See:
Hyde v Wrench (1840) 3 Beav 334.
A counter-offer should be distinguished from a mere request for information. See:
Stevenson v McLean (1880) 5 QBD 346.
If A makes an offer on his standard document and B accepts on on a document containing his conflicting standard terms, a contract will be made on B's terms if A acts upon B's communication, eg by delivering goods. This situation is known as the "battle of the forms". See:
Butler Machine Tool v Excell-o-Corp [1979] 1 All ER 965.
2. CONDITIONAL ACCEPTANCE
If the offeree puts a condition in the acceptance, then it will not be binding.
3. TENDERS
A tender is an offer, the acceptance of which leads to the formation of a contract. However, difficulties arise where tenders are invited for the periodical supply of goods:
(a) Where X advertises for offers to supply a specified quantity of goods, to be supplied during a specified time, and Y offers to supply, acceptance of Y's tender creates a contract, under which Y is bound to supply the goods and the buyer X is bound to accept them and pay for them.
(b) Where X advertises for offers to supply goods up to a stated maximum, during a certain period, the goods to be supplied as and when demanded, acceptance by X of a tender received from Y does not create a contract. Instead, X's acceptance converts Y's tender into a standing offer to supply the goods up to the stated maximum at the stated
price as and when requested to do so by X. The standing offer is accepted each time X places an order, so that there are a series of separate contracts for the supply of goods. See:
Great Northern Railway Co. v Witham (1873) LR 9 CP 16.
4. COMMUNICATION OF ACCEPTANCE
The general rule is that an acceptance must be communicated to the offeror. Until and unless the acceptance is so communicated, no contract comes into existence:
Lord Denning in Entores v Miles Far East Corp. [1955] 2 All ER 493.
The acceptance must be communicated by the offeree or someone authorised by the offeree. If someone accepts on behalf of the offeree, without authorisation, this will not be a valid acceptance:
Powell v Lee (1908) 99 LT 284.
The offeror cannot impose a contract on the offeree against his wishes by deeming that his silence should amount to an acceptance:
Felthouse v Bindley (1862) 11 CBNS 869.
Where an instantaneous method of communication is used, eg telex, it will take effect when and where it is received. See:
Entores v Miles Far East Corp [1955] 2 QB 327
The Brimnes [1975] QB 929
Brinkibon v Stahag Stahl [1983] 2 AC 34.
5. EXCEPTIONS TO THE COMMUNICATION RULE
a) In unilateral contracts the normal rule for communication of acceptance to the offeror does not apply. Carrying out the stipulated task is enough to constitute acceptance of the offer.
b) The offeror may expressly or impliedly waive the need for communication of acceptance by the offeree, eg, where goods are dispatched in response to an offer to buy.
c) The Postal Rule - Where acceptance by post has been requested or where it is an appropriate and reasonable means of communication between the parties, then acceptance is complete as soon as the letter of acceptance is posted, even if the letter is delayed, destroyed or lost in the post so that it never reaches the offeror. See:
Adams v Lindsell (1818) 1 B & Ald 681.
Household Fire Insurance Co. v Grant (1879) 4 Ex D 216.
The postal rule applies to communications of acceptance by cable, including telegram, but not to instantaneous modes such as telephone, telex and fax. The postal rule will not apply:
(i) Where the letter of acceptance has not been properly posted, as in Re London and Northern Bank (1900), where the letter of acceptance was handed to a postman only authorised to deliver mail and not to collect it.
(ii) Where the letter is not properly addressed. There is no authority on this point.
(iii) Where the express terms of the offer exclude the postal rule, ie if the offer specifies that the acceptance must reach the offeror. In Holwell Securities v Hughes (1974, below), the postal rule was held not to apply where the offer was to be accepted by "notice in writing". Actual communication was required.
(iv) It was said in Holwell Securities that the rule would not be applied where it would produce a "manifest inconvenience or absurdity".
Revocation of posted acceptance.
Can an offeree withdraw his acceptance, after it has been posted, by a later communication, which reaches the offeror before the acceptance? There is no clear authority in English law. The Scottish case of Dunmore v Alexander (1830) appears to permit such a revocation but it is an unclear decision. A strict application of the postal rule would not permit such withdrawal. This view is supported by decisions in: New Zealand in Wenkheim v Arndt (1873) and South Africa in A-Z Bazaars v Ministry of Agriculture (1974). However, such an approach is regarded as inflexible.
6. METHOD OF ACCEPTANCE
The offer may specify that acceptance must reach the offeror in which case actual communication will be required. See:
Holwell Securities v Hughes [1974] 1 All ER 161.
If a method is prescribed without it being made clear that no other method will suffice then it seems that an equally advantageous method would suffice. See:
Tinn v Hoffman (1873) 29 LT 271
Yates Building Co. v Pulleyn Ltd (1975) 119 SJ 370.
7. KNOWLEDGE OF THE OFFER
An offeree may perform the act that constitutes acceptance of an offer, with knowledge of that offer, but for a motive other than accepting the offer. The question that then arises is whether his act amounts to a valid acceptance. The position seems to be that:
(a) An acceptance which is wholly motivated by factors other than the existence of the offer has no effect.
R v Clarke (1927) 40 CLR 227
(b) Where, however, the existence of the offer plays some part, however small, in inducing a person to do the required act, there is a valid acceptance of the offer. See: Williams v Carwardine (1833) 5 Car & P 566.
8. CROSS-OFFERS
A writes to
B offering to sell certain property at a stated price. B writes to A offering to buy the same property at the same price. The letters cross in the post. Is there (a) an offer and acceptance, (b) a contract? This problem was discussed, obiter, by the Court in Tinn v Hoffman (1873) 29 LT 271. Five judges said that cross-offers do not make a binding contract. One judge said they do.
TERMINATION OF THE OFFER
1. ACCEPTANCE
Once an offer has been accepted, a binding contract is made and the offer ends.
2. REJECTION
If the offeree rejects the offer that is the end of it.
3. REVOCATION
The offer may be revoked by the offeror at any time until it is accepted. However, the revocation of the offer must be communicated to the offeree(s). Unless and until the revocation is so communicated, it is ineffective. See:
Byrne v Van Tienhoven (1880) 5 CPD 344.
The revocation need not be communicated by the offeror personally, it is sufficient if it is done through a reliable third party. See:
Dickinson v Dodds (1876) 2 ChD 463.
Where an offer is made to the whole world, it appears that it may be revoked by taking reasonable steps. See:
Shuey v United States [1875] 92 US 73.
Once the offeree has commenced performance of a unilateral offer, the offeror may not revoke the offer. See:
Errington v Errington [1952] 1 All ER 149
Daulia v Four Millbank Nominees [1978] 2 All ER 557.
4. COUNTER OFFER
See above for Hyde v Wrench (1840).
5. LAPSE OF TIME
Where an offer is stated to be open for a specific length of time, then the offer automatically terminates when that time limit expires. Where there is no express time limit, an offer is normally open only for a reasonable time. See:
Ramsgate Victoria Hotel v Montefiore (1866) LR 1 Ex 109.
6. FAILURE OF A CONDITION
An offer may be made subject to conditions. Such a condition may be stated expressly by the offeror or implied by the courts from the circumstances. If the condition is not satisfied the offer is not capable of being accepted. See:
Financings Ltd v Stimson [1962] 3 All ER 386.
7. DEATH
The offeree cannot accept an offer after notice of the offeror's death. However, if the offeree does not know of the offeror's death, and there is no personal element involved, then he may accept the offer. See:
Bradbury v Morgan (1862) 1 H&C 249.
SALES CONTRACT 销售合同 合同号Contract No: 签字日期Signing Date: The Buyer: Address: Tel： The Seller: Address: TEL: This Contract, made out by and between the Buyer and the Seller, whereby the Buyer agree to buy and the Seller agree to sell the under-mentioned commodity according to the terms and conditions stipulated below.(According to the practical price of invoice) 本合同由买方和卖方签订，根据下面规定的条款，买方同意购买并且卖方同意销售如下商品（根据发票的实际金额）。 2. COUNTRY OF ORIGIN AND MANUFACTURER: 原产地和制造商： 3.TRANSPORTATION: Marine refrigerated container transportation. 运输方式：海洋冷藏集装箱运输。 4. PACKING: To be packed by new strong wooden cases suitable for long distance ocean transportation and well protected against dampness, moisture, shock, rust and rough handling. The Seller shall be liable for any damage of the commodity and expenses incurred on account of improper packing and for any rust damage attributable to inadequate or improper protective measures taken by the sellers in regard to the packing. 包装：须用坚固的新木箱包装，适合长途海运，防湿、防潮、防震、防锈，防粗暴搬运。由于包装不良所发生的损失，或采用不妥善的防护措施而造成的任何锈损，卖方应负担由此而产生的一切费用和损失。 5. SHIPPING MARK: The Seller shall mark on each package with faceless paint the package number, gross weight, net weight, measurement and the wordings: "RIGHT SIDE UP", "HANDLE WITH CARE", "KEEP AWAY FROM MOISTUE", and the shipping mark. 卖方应在每件包装箱上用不褪色的油漆刷上箱号、毛重、净重、尺码和“勿倒置”，“小心轻放”，“防潮”等字样。
YOUR LOGO 英文购销合同_中英文对照购销 合同范本(2021版) When concluding a contract, the parties of the contract purpose should be determined. The conclusion and performance of contracts are also human behavior.
专业合同系列，下载即可用 英文购销合同_中英文对照购销合同 范本(2021版) 导语：合同目的具有确定性。一般情况下，在订立合同时，当事人的合同目的应该是确定的。从严格意义而言，任何人的行为都是有目的的。合同的订立和履行也属于人的行为，而且是比较正式的行为，所以更应该具有一定的具体目的。因此，对于特定的合同当事人，其合同目的是确定的。 英文购销合同_中英文对照购销合同范本(一) Buyer: 买方： Add.: 地址： Seller: 卖方： Add.: 地址： This purchase contract (hereafter abbreviated “contract”) is signed by and between the Buyer and the Seller upon equal negotiations based on the Contract Law of P..R .China and other relevant laws and regulations.. Both parties agree to sell and buy goods on following terms and conditions. 此销售合同(以下简称“合同”)根据 >及相关法律法规并经由买卖双方经平等协商后共同签定，买方与卖方均同意以下条款和条件购买和出售货物。 1. COMMODITY NAME品名：Work glves 劳保手套
英文合同常用词汇和句型 1、开场白（合同的当事人背景介绍） 2、过渡条款 Now therefore, in consideration of the premises and covenants described herein-after, Party A and Party B agree as follows: 参考译文：因此，双方基于各自提供之对价订立本合同，并做如下约定： 注释和说明:”in consideration of premises and covenants”表示“在当事人提供的对价基础上”而非仅指“考虑到…”。读者应重点理解“premise”这个词。在一般场合下它是指与房屋相关的基础不动产或处所，但是在英文合同里边它却变成了“前提条件”。 3、结尾条款： IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by duly authorized representatives of both parties on the date and year first written above. 参考译文：本合同由被正当授权之人，于本协议于上述记载之日期代表双方当事人订立，特此证明。 注释和说明： （1）“in witness whereof”的含义类似于中文合同中常见的“口说无凭，立此为证”。 （2）“execute”在英文合同中常解为“签署”，而非“执行”。 4、favor, “in favor of somebody”= ”in one’s favor”的意思主要有两种： 以某人为受益人、有利于某人 5、subject to sth. 1) 遵从、遵守： This letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1983 Revision), international Chamber of commerce, Publication No.400. 2) 根据（法律、法规、合同） 3) 作动词用，意思是“服从于…”，“率属于…”，“使经受…” 4) 办理、存在。 5、Without prejudice to “在不损坏……”。 6、Any person who does... shall …表示任何做某人之人应。 7、For the purpose of “就……而言”。 8、Provided that 但是 9、Notwithstanding “即使，表示一种让步”。 10、in question “表示该” 11、including but not limited to “包括但不限于” 12、常理解为“有权利做某事” 1）have the right to do 2）be entitled to do 3）do sth. at one’s option or/ and discretion 4）have the authority to do 13、合同英语中“因为”的表达方法 1）owing to 2）attributable to 3）due to 4）in view of 5）by virtue of 14、notify sb. Of sth. in writing: 书面通知某人某事 15、in lieu of: 替代 16、关联企业： 1）affiliate: 广义上的具有法人人格的子公司，只要有参股关系即可，常翻译为“关联公司”
英文合同合同常用词 第一节合同常用词(Usual Wording)(1) 当大量接触英文合同，就会发现英文合同中有些词或短语出现的频率非常高，往往影响或决定了对 合同的准确理解，下面就分门别类从常见实词和常见虚词两个方面进行具体介绍： 一、英文合同常用虚词（Usual Function Words） 1．Here/there/where+介词构成的古体词 基本规则：Here 代表this，there 代表that，where 代表which 或what 即here/there/where+介词=介词 +this/that/which or what Hereby: by means of; by reason of this.特此，由此，兹等意。 例句：The Buyer hereby orders from the Seller the undermentioned goods
subject to the following conditions:买方向卖方订购下列商品，条件如下： Herein：in this。此中，于此。 例句：The minimum royalty herein specified shall be paid by Party B to Party A. 在此规定的最低特许权 使用费应由乙方付给甲方。 Hereinafter: later in the same Contract. 以下，在下文。通常与to be referred to as, referred as, called 连 用。 例句：This Agreement is made and concluded on ______, (date)____(year), by and between _____(hereinafter called Party A) on the one hand and _____(hereinafter called Party B) on the other hand. 本协议书于____年___月___日由_____（以下简称甲方）为一方，与_____(以下简称乙方)为另一方 签订。
销售合同 SALES CONTRACT No. 卖方: Seller: 买方: Buyer: 买卖双方均同意根据如下条款完成交易： Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to buy from Seller, as follows: 1商品 Remark:Five percent more or less of the quantity are allowed 2包装 Packing: 3唛头：无唛头 Shipment Marks:N/M 4装运期：收到定金后15天内发货 Time of Shipment:Within 15 days after deposit 5装运方式：海运 Means of Transportation:By Sea 6装运港： Port of Lording：
7付款方式：T/T预付30%，开证后三个工作日内付清全款。 Payment Terms:30% T/T in advance,70% T/T against the scan of B/L within 3 days 8不可抗力 对于制造或装船运输过程中可能产生的不可抗力而造成的迟交货或不能交货，卖方可以不承担责任。卖方应立即在不可抗力产生的十四日内将有关情况通知买方，并且卖方应用航空邮件将有关政府当局部门出具的证明不可抗力产生的文件寄送给买方。在此情况下，卖方仍应尽最大努力采取各种措施促使货物的发运。如果事故持续十周，买方有权取消该合同。 FORCE MAJEURE: The Sellers shall not be responsible for the delay in shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transition. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers for their acceptance a certificate of the accident issued by the Competent Government Authorities where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 9仲裁 与此合同有关的争议应通过友好协商解决。如果协商无法解决，提交中国国际经济贸易仲裁委员会进行仲裁。按照申请仲裁时该会现行有效的仲裁规则进行仲裁。仲裁裁决是终局的，对双方均有约束力。仲裁费用由败诉方承担。ARBITRATION: Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration.The arbitration award is final and binding upon both parties. Arbitration fee shall be borne by the losing party. 10本合同一式两份，双方各执一份，签字有效。 This contract has two identical copies, with each party holding one, contract becomes effective upon signing from both parties. 卖方买方 Seller Buyer 日期：年月日 Date:
销售合同 买方： __________________________ 卖方： __________________________
签订日期： _____ 年 ____ 月_____ 日
买方：(The Buyers) 卖(The Sellers) 兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品： This con tract is made by and betwee n the Buyers and the Sellers; whereby th e Buyers agree to buy and the Sellers agree to sell the un der-me nti oned goo ds subject to the terms and con diti ons as stipulated here in after: ⑴商品名称： Name of Commodity : ⑵数量： Qua ntity: ⑶单价： Unit price: ⑷总值： Total Value: (5)包装： Pack ing: ⑹生产国别： Country of Origi n :
⑺支付条款： Terms of Payme nt: (8) 保险： in sura nee: (9) 装运期限： Time of Shipme nt: (10) 起运港： Port of Ladi ng: (11) 目的港： Port of Dest in ati on: (12) 索赔：在货到目的口岸45天内如发现货物品质，规格和数量与合同不附，除属保险公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔款。 Claims: Within 45 days after the arrival of the goods at the destination should the quality ，Speeifieati ons or qua ntity be found not in con formity with the stipulati ons of the eon tract except those claims for which the ins urance compa ny or the owners of the vessel are liable ，the Buyers shall have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers
英文合同常用词汇 第一节合同常用词(Usual Wording)(1) 当大量接触英文合同，就会发现英文合同中有些词或短语出现的频率非常高，往往影响或决定了对 合同的准确理解，下面就分门别类从常见实词和常见虚词两个方面进行具体介绍： 一、英文合同常用虚词（Usual Function Words） 1．Here/there/where+介词构成的古体词 基本规则：Here 代表this，there 代表that，where 代表which 或what 即here/there/where+介词=介词 +this/that/which or what Hereby: by means of; by reason of this.特此，由此，兹等意。 例句：The Buyer hereby orders from the Seller the undermentioned goods subject to the following conditions:买方向卖方订购下列商品，条件如下： Herein：in this。此中，于此。 例句：The minimum royalty herein specified shall be paid by Party B to Party A. 在此规定的最低特许权 使用费应由乙方付给甲方。 Hereinafter: later in the same Contract. 以下，在下文。通常与to be referred to as, referred as, called 连 用。 例句：This Agreement is made and concluded on ______, (date)____(year), by and between _____(hereinafter called Party A) on the one hand and _____(hereinafter called Party B) on the other hand. 本协议书于____年___月___日由_____（以下简称甲方）为一方，与_____(以下简称乙方)为另一方 签订。 Hereof：of this。关于此点，在本文件中。 Hereunder：under this. 本文件规定。 例句：Both parties agree to attempt to resolve all disputes between the parties with respect to the application or interpretation of any term hereof of transaction hereunder, through amicable negotiation.合
购销合同 S ALES C ONTRACT 日期Date: 合同号Contract No.: 卖方Seller : 买方Buyer : 地址: 地址Address: 电话Tel: 传真Fax: 电话Tel: 传真Fax: Email: 联系人Contact Person: 联系人Contact Person: 最终用户： 本合同由买卖双方订立。根据本合同规定的条款，买方同意购买且卖方同意出售下述货物： This Contract is made by and between the Buyer and the Seller, whereby the Seller agrees to sell and the Buyer agrees to buy the below-mentioned goods on the terms and conditions stipulated hereunder: 1 货物详情Particulars of the Goods 2 贸易条款Deliver y Terms 交付条件 Delivery Terms: FOB ShenZhen,China BY SEA 3 4 5. 6 . 7 装运条款 Shippin g Terms 付款条件 Payment 卖家收款信息 Seller's Bank Account Informa 3.1 交货时间Time of Delivery: 收到预付款后25个工作日内, Within 25 working days after signing the contract and receiving the 30% deposit. 3.2 装运口岸 Port of Loading: YANTIAN ,SHENZHEN,CHINA 3.3 到货口岸 Port of Destination: XXXX 每批货物装运启航后，卖方即以邮件通知买方合同、货名、数量、重量、总值、开航日期和目的口岸。 Immediately after the Goods have been shipped and departed, the Seller shall notify the Buyer by email the contract number, name of Goods, quantity, weight, total value, Flight No., shipping date and the port of destination.
PURCHASE ORDER 采购合同 合同编号( Contract No.)：日期(Date)： 卖方(Seller)： 地址(Address): 电话(Tel)：传真(Fax)：电子邮箱(E-mail)： 买方(Buyer)： 地址(Address): 电话(Tel)：传真(Fax)： 邮箱(E-mail)： The undersigned seller and buyer have agreed to close the following transactions according to the terms and conditions set forth as below: 买卖双方经协商同意按下列条款成交： http://biz.doczj.com/doc/25414412.html,modity, Quantity and Price: 1.1. The contract price will be calculated based on the actual shipping quantity. 结算总金额以实际发货数量计算。 1.2. The packing list should indicate the weight of a balk and the quantity of bales. 装箱单应表明规格，每包重量，数量和装箱的总重量。 1.3 As seller's parking list indicated. 以卖方的装箱单为准. 2. Shipment 装运: 2.1 The seller is responsible to load products into the container. 卖方负责装入集装箱内。
P1/2 (original) 合同Contract No.____________________ CONTRACT Date: _____________________ Revised date:___________________卖方：地址 THE SELLER: TEL: FAX: 买方：地址 THE BUYER：TEL: FAX: 兹双方同意按下列条款由卖方出售，买方购进下列货物： (5)装运条款和交货期：于合同生效后___月___ 日前以海运形式送货到达______港口。 Delivery time(CIF___): After the order in effect via sea freight direct to______ , and arriving at____________。 最终目的地：____________ Final destination of Products: _______________ (6)付款条件: _________ ，___天内（以提单日期为准）付清货款。 Term of payment: By___ within ______ days after the B/L date. The seller’s bank informat ion Beneficiary: Bank Name: ACCOUNT: SWIFT NO.: ADD.: TO BE CONTINUED ON P.2/2
P2/2 Contract No. Date: The revised date: (7) 保险: 按发票金额110%保一切险及战争险（中国人民保险公司条款）。 Insurance : To be covered by the seller for 110% of invoice value against all risks and war risk as per the clause of the People’ Insurance Co. of China. (8) 品质与数量，重量的异议与索赔: 货到最终目的地后, 买方如发现货物品质及/货数量/重量与合同规定不符,除属于保险公司货船公司的责任外,买方可以凭双方同意的检验机构出具的检验证明向卖方提出异议,品质异议须于货到最终目的地起60天内提出,数量/重量异议须于货到最终目的地起30天内提出。 Quality /Quantity/Weight Discrepancy and Claim: In case the quality and /or quantity/weight are found by the Buyer not to conform with the contract after arrival of the goods at the final destination, the Buyer may lodge a claim against the seller supported by a survey report issued by an inspection organization agreed upon by both parties with the exception 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 Buyer within 60 days after arrival of the goods at the final destination while for quantity / weight discrepancy claim should be filed by the Buyer within 30 days after arrival of the goods at the final destination. (9) 人力不可抗拒: 本合同内所述全部或部分商品，如因人力不可抗拒原因,使卖方不能履约或延期交货,卖方不负任何责任。 Force Majeure: The Seller shall not be held responsible for failure or delay in delivery of the entire or portion of the goods under this contract in consequence of any Force Majeure incidents. (10) 仲裁：凡执行本合同或与合同有关事项所发生的一切争执，应由双方通过友好方式协商解决。如果不能取得协议时，应提交中国国际贸易促进会委员会对外贸易仲裁委员会，根据该仲裁委员会的仲裁程序暂行规定进行仲裁，仲裁裁决是终局的，对双方都有约束力。仲裁费用除非仲裁另有决定外，均由败诉一方承担。 Arbitration: All disputes in connection with this Contract or the execution thereof shall be settled through friendly negotiations. If no settlement can be reached, the case shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade, Beijing, for settlement by arbitration in accordance with the Commission’s Provisional Rules of Procedure. The award rendered by the Commission shall be final and binding on both parties. The arbitration expenses shall be borne by the losing party unless otherwise award by the arbitration organization. (11) 其他要求： Other requirements: (12) 买方银行信息： The buyer’s bank information: THE SELLER: THE BUYER: ------------------------------------------------------ ------------------------------------------------------
1、开场白（合同的当事人背景介绍） 2、过渡条款 Now therefore, in consideration of the premises and covenants described herein-after, Party A and Party B agree as follows: 参考译文：因此，双方基于各自提供之对价订立本合同，并做如下约定： 注释和说明:”in consideration of premises and covenants”表示“在当事人提供的对价基础上”而非仅指“考虑到…”。读者应重点理解“premise”这个词。在一般场合下它是指与房屋相关的基础不动产或处所，但是在英文合同里边它却变成了“前提条件”。 3、结尾条款： IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by duly authorized representatives of both parties on the date and year first written above. 参考译文：本合同由被正当授权之人，于本协议于上述记载之日期代表双方当事人订立，特此证明。 注释和说明： （1）“in witness whereof”的含义类似于中文合同中常见的“口说无凭，立此为证”。 （2）“execute”在英文合同中常解为“签署”，而非“执行”。 4、 favor, “ in favor of somebody”= ”in one’s favor”的意思主要有两种： 以某人为受益人、有利于某人 5、subject to sth. 1) 遵从、遵守： This letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1983 Revision), international Chamber of commerce, Publication . 2) 根据（法律、法规、合同） 3) 作动词用，意思是“服从于…”，“率属于…”，“使经受…” 4) 办理、存在。 5、 Without prejudice to “在不损坏……”。 6、 Any person who does... shall …表示任何做某人之人应。 7、 For the purpose of “就……而言”。 8、 Provided that 但是
产品购销合同 (PURCHASE CONTRACT) 甲方（买方）： Buyer : 乙方（卖方） : Supplier : 买卖双方同意成交下列产品，订立条款如下：The undersigned Seller and Buyer agree following transaction, terms and conditions are specified as below: 第一条定购产品： Art.1 Ordered products: 第二条质量要求及技术标准： Art. 2 Quality requirements and technical specifications: 2.1按照本合同第一条约定的规格生产产品，质量标准按照生产厂商技术标准。 2.1 In accordance with prescribed products description of Art.1, the quality standard is based on manufacturer’s technical standard. 第三条发货时间和发货方式： Art. 3 Delivery time and terms of shipment: 3.1 发货时间： 3.1 Lead Time: 3.2 发货方式: 3.2 Terms of shipment: 第四条付款方式： Art. 4 Terms of payment: 第五条收货和验收条款： Art. 5 Goods reception and acceptance: 5.1 验收标准：按照本合同第二条约定的质量要求及技术标准。 5.1 Acceptance criteria: according to the Art. 2 Quality requirements and technical specifications of the present contract 第六条违约责任： Art. 6 Liability for breach of contract: 6.1 甲方延期付款的，乙方交付产品的时间可相应顺延，甲方按照延期支付金额的0.5% /日向乙方支付滞纳金，直至款项付清之日。甲方延期支付超过三十日的，乙方有权选择解除合同，甲方按照合同滞纳金标准向乙方支付违约金（支付至乙方提出解除日），向乙方返还产品，甲方已经支付的款项作为赔偿，如不足以弥补乙方的损失的，由甲方另行赔偿。 6.1 Should Party A postpone payment, Party B has right to delay shipment date; Party A should co nsequently pay late fees of 0.5% per day of the contract amount to party B till date of full paymen
Sales Contract 国际购销合同 编号(Contract No)：SDAUP-01 日期( Date) ：JULY 28TH, 2015 Buyers：XXXXXXXXXXX Address:XXXXXXXXX ALGERIE TEL/FAX:033XXXXXXXXXXX NIF:00XXXXXXXXXXXXXXX Sellers： Address： Tel：Fax： Beneficiary Bank: BANK OF CHINA, JINAN SHENGFUQIANJIE SUBBRANCH 开户行: 中国银行xxxxxxx行 Account number: XXXXXX 账号：xxxxxxxxxxxxxxx SWIFT:BKCHCNBJ51B Through friendly negotiation, buyer and seller have entered into this contract, as the following stipulated terms and condition. 买卖双方通过友好协商，就以下条款达成合同。 http://biz.doczj.com/doc/25414412.html,modity : spare parts , total amount is USD four hundred fifty thousand only . 商品：汽车配件。总价：美金肆拾伍万圆整。。 2.Packing: To be packed as export standard suitable for long distance ocean freight transportation. 包装：以适合长距离海运出口标准包装。 3. Shipping mark: The Buyer shall inform the Seller fifteen (10) days prior to the shipment if any shipping mark may be required, otherwise the Seller shall consider no need shipping mark. 买方应于装船前10天通知卖方是否需要唛头，否则视为不需要。 4.Insurance：To be covered by the_buyer_for 100% of the invoice value against_ocean marine _. 保险；由 买方负责，按本合同总值100%投保__海运_险。 5. Intended ports of shipment: Qingdao, China. 装运港口：中国青岛 6. Port of destination: ANNABA,ALGERIA 目的港：阿尔及尔港 7.Shipping documents: The Seller shall present the following documents.
购销合同英文范本 购销合同英文范本 Contract of Product Procurement 供方：Supplier: 需方： Demander: 签订日期：Date of Signature: 供方向需方提供______ 类产品(具体产品名称、编号、规格及单价等详见报价单)，供需双方本着平等互利、协商一致的原则，签订本合同，以资双方信守执行。 Under the principle of mutual equality and benefit, the Supplier is to provide Demander with ______products (refers to the price quotation sheet for the name, code, specification and price of the products). Both parties agree to enter into this contract for execution. 一、合同定义： Definitions: 1、采购合同：是指包括本合同以及依据本合同所签订生效的相关订单、合同附件和补充规定，以及双方不时签署或确认的工程、计划、规格变更通知等在内的全部书面文件。 Procurement Contract means all written documents, including this contract and the relevant order entered into and validated under this contract, attached files and supplementary