英文合同用語

1、關(guān)于英文合同（轉(zhuǎn)） 來源：鄭旭江的日志合同條款常用英文詞匯買方buyer賣方seller項(xiàng) 目 名稱 Project name地址 address電話phone傳真fax聯(lián)系人 contact person本合同由買賣雙方簽訂，根據(jù)本合同條款，買方同意購(gòu)買，賣方同意出售以下產(chǎn)品。This contract is made by and between the buyers and sellers, whereby the buyers agr ee to buy and the sellers agree to sell the under-mentioned. Commodities acc

2、ording to the terms and conditions stipulated below.1 .詳細(xì)貨物清單 Detail supply list2 .合同價(jià)格 Contract value序號(hào) item 型號(hào) model 尺寸 size, dimension 數(shù)量 amount, unit 單價(jià) unit price 總、價(jià) total p rice備注remark貨物，運(yùn)費(fèi)freight, transportation合同總額（含安裝費(fèi)與稅金）Contract amount incl. VAT installation3 .付款條件 payment conditions, p

3、ayment terms4 .交貨地點(diǎn) delivery place5 .發(fā)貨期 delivery time6 .安裝條款 installation clause7 .驗(yàn)收條款 inspection clause8 .保證條款 guarantee clause9 .不可抗拒條款 Force Majeure Clause10 .違約條款 Breach clause11 .其他條款 Miscellaneous clause12 .買賣雙方信息 buyer and seller information止匕合同式二份，由雙方各持正本。This contract is made in two origi

4、nals that should be held by each party.涉外合同格式涉外合同按繁簡(jiǎn)不同，盡管可以采取不同書面形式，如正式合同( Contract)、協(xié)議書 (Agreement)、確認(rèn)書(Confirmation )、備忘錄(Memorandum )、訂單(Order)等等， 但是一般都包含如下幾個(gè)部分：一、合同名稱(Title)二、前文(Preamble)1 .訂約日期和地點(diǎn)Date and place of signing2 .合同當(dāng)事人及其國(guó)籍、主營(yíng)業(yè)所或住所Signing parties and their nationalities, principal pla

5、ce of business or residence addresse s3 .當(dāng)事人合法依據(jù)Each party's authority ,比如，該公司是 按當(dāng)?shù)胤烧浇M織而存在的“(a corporationduly organized and existing under the laws of XXX )4 .訂約緣由/說明條款Recitals or WHEREAS clause三、本文(Body)1 .定義條款(Definition clause)2 .基本條款(Basic conditions)3 . 一般條款(General terms and conditions)

6、a.合同有效期(Duration )b.合同的終止(Termination )c.不可抗力(Force Majeure)d.合同的讓與(Assignment)e.仲裁(Arbitration )f.適用的法律(Governing law)g.訴訟管轄 J Jurisdiction )h.通知手續(xù)(Notice)i.合同修改(Amendment)j.其它(Others)四、結(jié)尾條款(WITNESS clause)1 .結(jié)尾語，包括份數(shù)、使用的文字和效力等( Concluding sentence)2 .簽名(Signature)3 .蓋印(Seal)以上的格式和內(nèi)容并非一成不變，當(dāng)事人可以根據(jù)各

7、自交易情況做出調(diào)整或增刪。合同范本銷售代理合同Sales Agency Agreement合同號(hào)：NO :日期：Date :為在平等互利的基礎(chǔ)上發(fā)展貿(mào)易，有關(guān)方按下列條件簽訂本協(xié)議：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 fo llows:1 .訂約人 Contracting Parties供

8、貨人(以下稱甲方)：銷售代理人(以下稱乙方)：甲方委托乙方為銷售代理人，推銷下列商品。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 menti oned below.2 .商品名稱及數(shù)量或金額Commodity and Quantity or Amount雙方約定，乙方在協(xié)議有效期內(nèi),銷售

9、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 .經(jīng)銷地區(qū)Territory只限在。In only.4 .訂單的確認(rèn) Confirmation of Orders本協(xié)議所規(guī)定商品的數(shù)量、價(jià)格及裝運(yùn)條件等，應(yīng)在每筆交易中確認(rèn)，其細(xì)目應(yīng)在雙方簽訂的銷售協(xié)議書中作出規(guī)定。The quantities, prices and shipments of the com

10、modities stated in this Agreement shal l be confirmed in each transaction, the particulars of which are to be specified in the Sale s Confirmation signed by the two parties hereto.5 .付款 Payment訂單確認(rèn)之后，乙方須按照有關(guān)確認(rèn)書所規(guī)定的時(shí)間開立以甲方為受益人的保兌的、不可撤銷的即期信用證。乙方開出信用證后，應(yīng)立即通知甲方，以便甲方準(zhǔn)備交貨。After confirmation of the order,

11、Party B shall arrange to open a confirmed, irrevocabl e L/C available by draft at sight in favour of Party A within the time stipulated in the relev ant 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 .傭金 Commission在本協(xié)議期滿時(shí)，若乙方完成了

12、第二款所規(guī)定的數(shù)額，甲方應(yīng)按裝運(yùn)貨物所收到的發(fā)票累計(jì)總金額付給乙方*%的傭金。Upon the expiration of the Agreement and Party B's fullfilment of the total turnover me ntioned in Article 2, Party A shall pay to Party B % commission on the basis of theaggregate amount of the invoice value against the shipments effected.7 .市場(chǎng)情況報(bào)告 Reports

13、 on Market Conditions乙方每3個(gè)月向甲方提供一次有關(guān)當(dāng)時(shí)市場(chǎng)情況和用戶意見的詳細(xì)報(bào)告。同時(shí)，乙方應(yīng)隨時(shí)向甲方提供其他供應(yīng)商的類似商品樣品及其價(jià)格、銷售情況和廣告資料。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 tim e, send to party A samples of

14、similar commodities offered by other suppliers, together wit h their prices, sales information and advertising materials.8 .宣傳廣告費(fèi)用 Advertising & Publicity Expenses由乙方自理。乙方在本協(xié)議有效期內(nèi)，乙方在上述經(jīng)銷地區(qū)所作廣告宣傳的一切費(fèi)用, 須事先向甲方提供宣傳廣告的圖案及文字說明，由甲方審閱同意。Party B shall bear all expenses for advertising and publicity wit

15、hin the aforementioned territory in the duration of this Agreement and submit to Party A all patterns and/or dra wings and description for prior approval.9 .協(xié)議有效期 Validity of Agreement本協(xié)議經(jīng)雙方簽字后生效，有效期為*天，自*至*.若一方希望延長(zhǎng)本協(xié)議，則須在本協(xié)議期滿前1個(gè)月書面通知另一方，經(jīng)雙方協(xié)商決定。若協(xié)議一方未履行協(xié)議條款，另一方有權(quán)終止協(xié)議。This Agreement, after its bein

16、g signed by the parties concerned, shall remain in force for days from to If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration. The matter shall be decided by the agreement and by consent of the parties hereto. Should either

17、party fail t o implement the terms and conditions herein, the other party is entitled to terminate this Agreement.10 .仲裁 Arbitration在履行協(xié)議過程中，如產(chǎn)生爭(zhēng)議，雙方應(yīng)友好協(xié)商解決。若通過友好協(xié)商達(dá)不成協(xié)議， 則提交中國(guó)國(guó)際貿(mào)易促進(jìn)委員會(huì)對(duì)外貿(mào)易仲裁委員會(huì)，根據(jù)該會(huì)仲裁程序暫行規(guī)定進(jìn)行仲 裁。該委員會(huì)的決定是終局的，對(duì)雙方均具有約束力。仲裁費(fèi)用，除另有規(guī)定外，由敗訴一 方負(fù)擔(dān)。All disputes arising from the execution of t

18、his Agreement shall be settled through frien dly consultations. In case no settlement can be reached, the case in dispute shall then be s ubmitted to the Foreign Trade Arbitration Commission of the China Council for the Promot ion of International Trade for arbitration in accordance with its provisi

19、onal rules of proced ure. The decision made by this Commission shall be regarded as final and binding upon b oth parties. Arbitration fees shall be borne by the losing party ,unless otherwise awarded.11 .其他條款 Other Terms & Conditions(1)甲方不得向經(jīng)銷地區(qū)其他買主供應(yīng)本協(xié)議所規(guī)定的商品。如有詢價(jià)，當(dāng)轉(zhuǎn)達(dá)給乙 方洽辦。若有買主希望從甲方直接訂購(gòu)，甲方可以供貨

20、，但甲方須將有關(guān)銷售確認(rèn)書副本寄給乙方，并按所達(dá)成交易的發(fā)票金額給予乙方*%的傭金。Party A shall not supply the contracted commodity to any other buyer (s) in the abo ve mentioned territory. Direct enquiries, if any, will be referred to Party B. However, sho uld any other buyers wish to deal with Party A directly, Party A may do so. But pa

21、rty A shall send to Party B a copy of Sales Confirmation and give Party B % commission on the basis of the net invoice value of the transaction (s) concluded.(2)若乙方在*月內(nèi)未能向甲方提供至少*訂貨，甲方不承擔(dān)本協(xié)議的義務(wù)。Should Party B fail to pass on his orders to Party A in a period of months fora minimum of , Party A shall

22、not bind himself to this Agreement.(3)對(duì)雙方政府間的貿(mào)易，甲方有權(quán)按其政府的授權(quán)進(jìn)行有關(guān)的直接貿(mào)易，而不受本 協(xié)議約束。乙方不得干涉此種直接貿(mào)易，也無權(quán)向甲方提出任何補(bǔ)償或傭金要求。For any business transacted between governments of both Parties, Party A may handl e such direct dealings as authorized by Party A's government without binding himself to t his Agreement

23、. Party B shall not interfere in such direct dealings nor shall Party B bring forward any demand for compensation therefrom.(4)本協(xié)議受簽約雙方所簽訂的銷售確認(rèn)條款的制約。This Agreement shall be subject to the terms and conditions in the Sales Confirmatio n signed by both parties hereto.本協(xié)議于*年*月*日在*簽訂，正本兩份，甲乙雙方各執(zhí)一份。This

24、Agreement is signed on at and is in two originals ; each Party shall have one copy.借貸合同英文范本LOAN CONTRACTContract Number:BORROWER:Address:LENDER:Address:In accordance with provisions of Contract Law of the Peoples Republic of China and Bank of China, after reviewing the status and the request of the

25、Borrower, the Lender agre es to grant the Borrower a line of credit on . The Borrower, Lender and Guarantor, throu gh friendly negotiation, have executed this Contract as follows:ARTICLE 1 CURRENCY, AMOUNT AND TERM OF THE LOAN:1. The Currency under this loan is Reiminbi.2. The Line of the loan is yu

26、an.3. The period of this loan is 12 months from the date of effectiveness of this contrac t.ARTICLE 2 THE PURPOSE OF THE LOAN:1. The purpose of this loan is used for working capital turnover.2. Without written approval of the Lender, the Borrower could not use the loan out of the scope of the purpos

27、e.ARTICLE 3 INTEREST RATE AND CALCULATION OF INTEREST:1. Interest rate: The interest rate shall be * During the loan term, if the countrys related authority adjusted the interest rate or the manner of calculation of interest, the int erest of this contract shall be adjusted accordingly after one yea

28、r from the date of executi on of this contract.The adjustment shall be conducted when the interest rate are executed one year.It is not obliged to inform the Borrower when the adjustment of interest.2. The interest shall be calculated from the date of first drawdown and the actual da ys the borrower

29、 use. One year shall be calculated as 360 days.3. The payment of interests: The Borrower shall pay the interests per quarter. The pa yment date shall be , and If the payment for the last installment is not on the payment d ate,the interests shall deduct the interest from the bank account of the Borr

30、ower.In the event that the Borrower fails to pay the interests on time and the balance of t he account of the Borrower is not enough for the payment of interest, the Lender shall h ave rights to collect a penalty being * of the outstanding amount per day for the Borr owers breach of contract.ARTICLE

31、 4 OVERDUE INTERESTS AND MISUSING INTERESTS1. If the Borrower fails to repay the loan and can not reach a agreement with the L ender regarding the extension, the Lender shall collect an overdue penalty for * of the overdue amount per day.2. If the Borrower fails to uses the loan in accordance with t

32、he provisions set forth i n this contract, the Lender shall have right to charge a interests for the misusing part at a rate of * per day.ARTICLE 5 ACCOUNTThe Borrower shall open Reiminbi basic account and/or foreign currency account at t he Lender or Lenders branch for the use of draw-down, repayme

33、nt,payment of interests an d fees.ARTICLE 6 DRAW-DOWN1. The loan under this contract is revolving, the balance of this contract shall not mo re than the line of credit.2. The Borrower shall send a draw-down application as the form herein attached in t his contract 7 days before the date of draw-down

34、.3. The Borrower shall not draw the loan less than 1 million.ARTICLE 7 CONDITIONS FOR DRAW-DOWNThe following conditions shall be satisfied in advance of the draw-down date:1. The Borrower has opened foreign account and Reiminbi account at the office of th e Lender or the branch of the Lender;2. This

35、 contract and the appendices have been effective;3. The Borrower has provided the recognition of the investment or certificate of the i nvestment to the Lender;4. The Borrower has provided the board resolution and power of attorney regarding t his loan contract;5. The Borrower has provided the list

36、and the signature sample of the authorized per son 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.A

37、RTICLE 8 REPAYMENT PLAN AND PREPAYMENT1. 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 p ayment. The Borrower shall be obliged to repay the principal and related interests on due date

38、without any condition.2. The payment made by the Borrower and the deduction from the account of the B orrower 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 fro

39、m the bank account of the Borrower at the Lender or empower the bra nches of the Lender to deduct the debt from the bank account of the Borrower at the Le nders branches;4. The installment of repayment shall not less than 1 million.ARTICLE 9 DEBT CERTIFICATEThe Lender shall keep record in the Lender

40、s account for the principal,interests and fe es and other fees of the Borrower under this contract; The above mentioned record and th e documentation for the draw-down, repayment and payment of interest is the certificates of the debts between the Borrower and the Lender.ARTICLE 10 GUARANTY1. (the &

41、quot;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 deteriora ted or the liabilities for repayment of debts become weak, the Lender shall have right to request the Bo

42、rrower changes guarantor or provide mortgage and pawn secured for this lo an under this contract.ARTICLE 11 REPRESENTATIONS AND WARRANTIES1. The Borrowers represents and warrants as follows:2. The Borrower is a company duly organized and validly existing under the law of the Peoples Republic of Chin

43、a and has the power and authority to own its property to co nsummate the transactions contemplated in this contract and join the litigation. The Borro wer has the power to handle it assets used in operation.3. The Borrower is at its option to sign and perform this contract.It is the Borrowers true m

44、eaning and has the power to sign this contract and it is not breach it article of as sociation or regulations or contracts. The procedure for signature and performance of this contract has been gone through and fully effectiveness.4. The all documents, materials, reports and certificates provided to

45、 the Lender by the borrower for consummation of this contract is true, real, compete and effective5. The Borrower shall not conceal the following events which is being happened or h ave been happened which will cause the Lender refuse to extend the loan:(1) The Borrower or the principal executives o

46、f the Borrower involve in material e vents 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 t he

47、debts;(5) The Borrower breached contract which is between the Borrower and other credi tors.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

48、 of the loan invest in security, future, real estate etc. The Borrower will not lend to the others privat ely 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 provis

49、ions set forth i n 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, fina ncial report or other files and materials and shall warrant the reality, correct and

50、 effective ness for the files and materials;4. Any anti-guaranty or other similar documents will not make any impact on the rig hts and benefits of the Lenders;5. Accepting the supervision of the Lender, provides assistance and cooperation for th e Lenders supervisions;6. Will not reduce the registr

51、ation capital; Prior approval from the lender shall be req uired 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

52、 housing, machinery or other re al assets or trademark, intellectual property, Knowhow, landing using rights or other intang ible assets to invest in share company or investment company, trading of operation right o r own right by contracting, joint operation, trusteeship)7. The Borrower shall infor

53、m the Lender and warrants the liability under its security will not more than net assets of the Borrower when the Borrower guarantee for other part y or mortgage its assets. The Borrower warrants that will not dispose the assets which wi ll make adverse impact on its ability of paying debts.8. The B

54、orrower will not pay the other similar loans prior to the Lender;9. The Borrower warrants to inform the Lender immediately when the following even ts occurred:(1) The event of breach of contract under this contract or other loan or guaranty c ontracts between the Borrower and any branches of Bank of

55、 China or other banks, non-ba nk 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 s

56、ufficient balance for repayment prior * to the due date.11. The Borrower shall keep its bank transactions regarding income collection, sell fo reign currency or buy foreign currency ect. Shall be conducted at the Lender or other bra nches of the Lender. The turn-over for the capital shall satisfy th

57、e demand of the Lender;111. The Borrowers representations and warrants hereunder this contract shall be effecti ve even though any mendment, supplements or revised to be made to this contract.ARTICLE 12 REPRESENTATIONS AND WARRANTS OF THE LENDERI. The Lender represents and warrants as follows:1. The

58、 Lender is a state-owned commercial bank or branch duly organized and validl y existing under the law of P.R.C and approved by the Industry and Commercial Adminis tration and holds the financial institutions legal person licenses and financial institutions op eration license to be qualified to operate financial business.2. The Lender has taken all necessary action to authorize the execution of this contra ct and performance of its obligations under this contract. The Len