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第十四章国际商事合同保证条款的翻译

甲方：___________________

乙方：___________________

日期：___________________

教学目标：掌握国际商事合同中陈述与保证条款常用句式的翻译方法。课堂讲练：

一、国际商事合同中陈述与保证条款概述

国际商事合同中的陈述与保证条款(Representation and Warranties ),用以说明合同各当事人对保证合同得以顺利签订与履行的某些基本事实做出陈述并保证其真实性、准确性、完整性，对此陈述所做的保证在合同签订时做出，并贯穿整个合同有效期。一旦合同某方行为与其在陈述与保证条款中的陈述不符，须承担违约责任。可见，保证条款的内容通常构成国际商事合同签订以及有效履行的基础。

对丁该条款中的“保证”(Warranties),指(1)、合同法中由合同一方做出的承诺或许诺，如果违反，

守约方可以请求损害赔偿( a term or promise in a contract, breach of which will entitled the innocent party to damages ; (2)、在保险法中被保险人做出的承诺，如果违反，保险人可以解除合同(a promise by the insured, breach of which will entitled the insurer to rescind the contract); (3)、产品制造商做出的书面承诺，保证维修、更换缺陷产品或做出赔偿，此时，与” guarante词义(a manufacturers written promise as to the extent he will repair, replace, return or otherwise compensate for defective goods)

二、陈述与保证条款的若干表达方法与句式的翻译.

例1、(the Clauses of Representation and Warranties in a facility agreement)

In consideration of the Facility available under this Agreement, you hereby represent and warrant that such representations and warranties as follows are true at the execution date hereof and will remain true throughout the term of this Agreement unless and until all the outstanding sums hereunder have been wholly repaid to us:

You have duly accepted, immediately upon your execution of this Agreement which is legally binding on and enforceable to you subject to the terms and conditions hereof;

laws of the PRC, and have the power to perform any and all of your obligations under this Agreement on the execution date hereof and at all times hereafter;

and all documents constituting the Wholesale Finance Documents, and for your performance of any and all of your obligations thereunder;

Documents does not and will not constitute an event of default hereunder, a violation of any of the

governing laws and/or regulations or a breach of any of the provisions of your articles of association, the Wholesale and Financing Master Agreement, or any other contract, agreement or arrangement to which you are a party or which is binding on you;

accurate in all respects, represent a true and fair view of your financial situation as of the date of such accounting, and have made full and complete disclosure of all debts of you as of the date on which the related statement is made and as for the time being, in accordance with the generally

acceptedaccounting principles . No material changeshave occurred since the most recent financial

statement is made, and, in particular, neitheryour net assets have been deteriorated, nor have you

entered into any agreement that might be materially burdensome to you or create any collateral or other security interest on your assets;

you;

例2、(in a License Agreement for the Transfer of Technology)

Party A warrants to Party B that any parts or components delivered to Party B under this Agreement will be