SecretarialProceduresinEnglish(6)

1、Secretarial Procedures in English (6)After completing this unit, you will be able to: make effective negotiations learn about contracts understand the format of a contract write simple contractsLearning ObjectivesLearning Objectives首頁Dialogue l Listen to the dialogue, and fill in the blanks.Helen: L

2、ook, were going round and round in circles here. _.Caller: Well, _, under certain conditions, obviously.Helen: OK, what do you have in mind?Caller: Well, possibly_, but we would need a_.Helen: What sort of guarantee?Caller: Well, if you could offer us_.I think we would be happy to give you the one p

3、er cent discount. What we need is some sort of concession we could offer you a slight reduction in the monthly fee up to one percent discount guarantee on quantityan annual contract rather than month-by-month orders Listening 2. Listen to the dialogue again, and answer the questions you will hear. W

4、rite your answers below. _ (2) _ Q: What does Helen need? Key: She needs a concession.Q: What discount did the caller offer?Key: A slight discountup to one percent.Listening Listen to the passage, and fill in the blanks.You will hear the recording twice.Strategies in Contract NegotiationCompanies ne

5、gotiate and enter into contracts fairly _ in the course of business. Some business agreements may be simple enough for the secretaries to _, while others may require the help of a skilled contract lawyer. In either case, the ideal end result is _ that you have negotiated the best terms for your busi

6、ness, and created a well-drafted agreement that will avoid any dispute or _ problems.Certain basic strategies will assist you in the day-to-day negotiation that all business-persons _, in contracts and other business transactions. First of all, you should always have clear _. It helps to make a list

7、 of goals before meeting the other party. It is important to go to a negotiation having done your _. frequentlydraftconfidencepotentialperformobjectivesresearchKnow relevant law, facts, and _. Second, consider what you really need to get from the other party, and also decide in what areas you are wi

8、lling to _. Third, build trust with the other party. Trust will aid _. You may want to have a first draft of an agreement written before meeting with the other party. And try to keep the discussion _ when meeting with the other party. Make a _ of topics that should be reached during the negotiation.

9、 Finally, listen to the other party and their _.A basic understanding can add to a secretarys confidence in all types of business contracts, and will also aid when reviewing and interpreting the contracts.figurescompromisecommunicationorderedchecklistconcerns首頁Listening and SpeakingReadingReading Te

10、xtContractA contract is a legally binding agreement enforceable in a court of law. However, not every agreement between two parties is a legally binding contract. The law imposes certain requirements be met on establishing contracts. The fundamental requirements for forming a binding contract are:Of

11、fer 1 Acceptance 2Consideration 3ReadingReading OfferAn offer is the proposal to make a deal. An offer must be communicated to the second party, and remains open until it is accepted, rejected, retracted, or expired. A counter-offer 4 closes the original offer. Some terms of an offer, such as price,

12、 quantity, and description, must be specific and definite because the offer has to identify the basic obligation of the contract. For example, saying to a friend “I offer to sell you my house” ordinarily would not be a sufficient offer to give rise to a contract because it doesnt include any of the

13、necessary details, such as price and other terms required in a house sale transaction.ReadingReading AcceptanceAcceptance is an acknowledgment by the person to whom the offer was made if that the offer is accepted. The acceptance must comply with the terms of the offer and must be communicated to th

14、e person who proposed the deal. For example, a person wants to sell a sofa as it is for $300 cash. The buyer, if he accepts the offer, has to pay $300 cash, and take the sofa in its existing condition.ReadingReading ConsiderationConsideration is the bargained for exchange. It is the legal benefit re

15、ceived by one party and the legal detriment imposed on the other party. Usually, a consideration takes the form of money, property, or services. Using the sofa for example, there is consideration on both sides of the contract. The seller gives up the sofa and gets $300; the buyer gives up $300 and g

16、ets the sofa. An agreement without consideration is not a contract.ReadingReading Other requirementsBeside the fundamental elements of a contract mentioned above (offer, acceptance, and consideration), there are other requirements that need to be fulfilled to establish a contract: Competence 5 Conse

17、nt 6 Legality 7ReadingReadingCompetence Competence means the legal capacity a person has to make a contract. Generally speaking, people are ruled competent to make contracts if they are over 18 years of age and of sound mind. 8 A minor (someone under 18 years of age) who makes a contract can have it

18、 rescinded or voided, except when he/she makes a contract for “necessities”. A “necessity” can be food or shelter, but, depending on the law of the particular state, it may also include a car or other items. A minor who has his/her contract rescinded obtains legal possession of whatever the other pa

19、rty received from him/her.People of unsound mind, that is, those who are incompetent because of mental illness or disability, can have their contracts rescinded. 9 Usually, a person who is incompetent probably agreed to a contract without understanding its significance, and without realizing the con

20、sequences of their action.ReadingReading Consent Consent means that each party fully agrees with the terms of the contract. This requirement of consent is in accordance with the principle that a contract is a private law-making activity. However, to consent does not mean that you have to know everyt

21、hing the contract says. For example, when signing a rental car agreement at the airport counter, you dont know what the terms of the contract are, but you agree to them when you sign it. The law presumes that you have consented to a contract by signing it, or by manifesting some other type of assent

22、, such as mouse clicking on “I accept” buttons in the dialog boxes of Internet services. 10 Legality Legal subject matter is required for a contract to be enforceable. The law does not enforce contracts based on illegal activity. For example, the winner of a poker game cannot go into court and enfor

23、ce an IOU 11 in a state where gambling is illegal.Exercise首頁ReadingReading 1 offer：要約。要約是一方當事人以締結(jié)合同為目的，向?qū)Ψ疆斒氯颂岢龊贤瑮l件，希望對方當事人接受。 在商業(yè)活動及對外貿(mào)易中，要約常被稱為發(fā)價、發(fā)盤、出盤、報價等。課文2 acceptance： 承諾。承諾是受要約人對要約表示同意，并表示愿意成立合同。在商業(yè)活動中，承諾又被稱為接盤。課文3 consideration： 約因,對價，承諾。約因是指根據(jù)協(xié)議已經(jīng)履行成允諾履行合同義務(wù)的當事人得到某種利益，或者是按受履行的當事人為此遭受某種損害的事實

24、要素，是對履行合同義務(wù)的當事人得一種回報。 課文4 counter-offer：反要約。一個所謂的”承諾”沒有接受要約的全部條款和條件，而是在事實上提出新的條款，那么，它不是承諾而是反要約。反要約被認為是一個新的要約，可以被接受或拒絕。課文5 competence：各方能力。 一方與另一方達成契約的能力取決與他在社會上的法律能力及法律地位。一般的規(guī)則是任何法人均可簽約，有些特殊條款規(guī)定了諸如降低未成年、酗酒者智力殘疾者的契約能力。課文6 consent：同意。對于任何一個契約，必須經(jīng)過雙方完全同意。談判者在達成一致時，才能最終達成具有約束力的合約。課文7 legality：合法性。合同所規(guī)定的

25、內(nèi)容必須是合法的。課文8 Generally speaking, people are ruled competent to make contracts if they are over 18 years of age and of sound mind: 年滿18周歲且智力正常的人被規(guī)定有能力簽定合同. rule：判定,裁定,規(guī)定competent to do sth. 有能力做什么事“people are ruled competent to make contracts” 其中謂語是被動形式 “are ruled”; “competent to make contracts” 形容詞短

26、語做主語補足語。課文9 People of unsound mind, that is, those who are incompetent because of mental illness or disability, can have their contracts rescinded. 不健全的人，也就是那些由于精神疾病或殘疾而失去能力的人，可以讓人撤銷他們的合同。have sth. done: 讓別人做e.g. We had the carpets cleaned.我們讓人清洗了地毯。課文10 The law presumes that you have consented to a

27、 contract by signing it, or by manifesting some other type of assent, such as mouse clicking on “I accept” buttons in the dialogue boxes of Internet services. 法律推定你同意了簽訂合同，或體現(xiàn)了一些其他類型的首肯，就好比鼠標在互聯(lián)網(wǎng)服務(wù)的對話框中點擊“我同意”按鈕。presume: （不確定的）認為；推測e.g. I presume that youve done your homework.我想你已經(jīng)做完作業(yè)了。assent: agre

28、ement or approval同意；贊成課文11 IOU： 由I owe you的讀音縮略轉(zhuǎn)義而成。 借款，債務(wù)。課文Translation: Translate the following sentences into Chinese.1. I will convey your request to the upper management. _2. There is the need for discussing further on some of the finer points._3. We feel the terms of payment are a bit stiff. _

29、4. After the draft is completed, we can work out any minor problems. _我會把您的要求轉(zhuǎn)達給主管。 有些細節(jié)是需要進一步討論的。 我們認為付款條件太苛刻了。草案完成之后，我們就可以解決其他較小的問題。ExerciseV. Translation:5. A valid contract must consist of offer and acceptance, intention to create legal relations, written formalities in some cases, consideration

30、, people with legal capacity to make a contract, consent from both parties, and compliance with public policy. _6. For a contract to exist, usually one party must make an offer, which the other accepts. Once acceptance comes into effect, a contract is a legal instrument binding both parties. _一份有效合同

31、必須由要約、承諾、建立法律關(guān)系的意愿、在某些情況下對書面形式的要求、對價、訂約能力、雙方表示認可和不違背公共政策的要求等要素組成。一個合同的有效成立，通常先由一方當事人發(fā)出要約，然后由另一方當事人進行承諾。一旦承諾發(fā)生法律效力，合同就會對雙方當事人具有法律約束力。 首頁Practical WritingPractical WritingBasic Articles of a ContractA contract often includes the following general articles (涉外經(jīng)濟合同基本條款):1. The corporate or personal name

32、s of parties involved, their nationalities, principal place of business or residence address (合同當事人的名稱或姓名、國籍、主營業(yè)所或住所);2. Date and place of signature of the contract （合同簽定的日期、地點）;Practical WritingPractical Writing3. Type of the contract and scope of the subject matter （合同類型及合同標的種類和范圍）;4. Technical co

33、nditions, quality, standards, specifications and quantities of the subject matter of the contract （合同標的技術(shù)條件、質(zhì)量、標準、規(guī)格、數(shù)量）;5. Validity or duration, place and method of performance （履行的期限、地點及方式）;6. Terms of price, amount and way of payment, and various additional charges （價格條件、 支付金額、 支付方式、及各種附帶的費用）;Pra

34、ctical WritingPractical Writing7. Whether the contract can be assigned a third party or conditions for such assignment （合同能否轉(zhuǎn)讓及合同轉(zhuǎn)讓的條件）;8. Compensation and other liabilities if contract is breached （違反合同的賠償及其他責任）;9. In case of disputes arising from the contract, ways to settle them （合同發(fā)生爭議時的解決方法）;10

35、. Languages to be used in the contract and their effectiveness （合同使用的文字及效力）. Layout of a contract (涉外合同基本格式涉外合同基本格式) (English version)ContractThis agreement, made and entered into this 10th day of December, 200 , by and between Company A Limited, a corporation organized and existing according to the

36、 laws of (country or jurisdiction), with main office situated at _ (place) (hereafter called “A”) and B Corporation, organized and existing under the laws of (country or jurisdiction), having its principal office at (place) (hereafter called “B”)Practical WritingPractical WritingWITNESSWHEREAS, A de

37、sires to export to B the goods as specified in Exhibit A hereof (hereafter called the “Goods”); and whereas, B desires to import the Goods from A;Now, THEREFORE, A and B hereby agree as follows:Article 1 Article 2 Practical WritingPractical WritingIN WITNESS WHEREOF, the parties hereto have caused t

38、his Agreement to be executed by their respective representatives on the date written above. BY _ WITNESSED: Title _ Date _ BY _ WITNESSED: Title _ Date _ (Chinese Version)合合 同同本合同由 有限公司， 該公司根據(jù) 國法律成立和存續(xù)， 主營業(yè)所在 （以下簡稱甲方）， 與 公司，該公司根據(jù) _國法律成立和存續(xù)，主營業(yè)所在 （以下簡稱乙方）訂立于 20 年12月10日。證證 明明鑒于甲方愿意向乙方出口本合同附件A 中所規(guī)定的物品（

39、以下簡稱”貨物”）；且鑒于乙方愿意從甲方進口上述貨物，因此，甲方和乙方特同意訂立下列條款： 第一條： 第二條: Practical WritingPractical Writing 茲證明, 本協(xié)議由雙方各自代表在上述訂約日期簽訂。 甲方見證人: 姓名: _ 職稱: _ 日期: _ 乙方見證人: 姓名: _ 職稱: _ 日期: _Sample CONTRACT No. _ Beijing, Date: _The Buyers: _ Cable Address: Fax: _ The Sellers: _ Cable Address: Fax: _ This Contract is made b

40、y and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under mentioned commodity according to the terms and conditions stipulated below. Practical WritingPractical WritingItem No.Commodity,SpecificationsUnitQuantityUnitPriceTotalAmountTotal ValueP

41、ractical WritingPractical Writing2.COUNTRY OF ORIGIN AND MANUFACTURERS:3.PACKING:4.SHIPPING MARK: The Sellers shall mark on each package with fadeless paint, the package number, gross weight, net weight, measurement, the wordings: “KEEP AWAY FROM MOISTURE”, “HANDLE WITH CARE”, “THIS SIDE UP”, etc.,

42、and the shipping mark:5.TIME OF SHIPMENT: _ 6.PORT OF SHIPMENT: _ 7.PORT OF DESTINATION: _ 8.INSURANCE: To be covered by the Buyers after shipmentTHE BUYERS: THE SELLERS:Practical WritingPractical Writing 9. DOCUMENTS: (1) (2) 10. SHIPMENT:11. SHIPPING ADVICE:12. GUARANTEE OF QUALITY13. CLAIMS:Pract

43、ical WritingPractical Writing14. FORCE MAJEURE（使契約無法履行的不可抗力）（使契約無法履行的不可抗力）:15. LATE DELIVERY AND PENALTY:16. ARBITRATION:17. SPECIAL PROVISIONS:IN WITNESS THEREOF, this Contract is signed by both parties in two original copies: each party holds one copy.ExerciseExercisesLease Contract on an Apartmen

44、t The Housing Administration Department of the _ Diplomatic Personnel Service Bureau (hereinafter referred to as Party A) and (hereinafter referred to as Party B) hereby (訂立租賃合同如下訂立租賃合同如下):Article 1 Party A leases to Party B as its Flat No. _ in Diplomatic Apartment Building. The above-mentioned fla

45、t and installations (see the inventory attached) are all in good condition when handed over to Party B for occupation and use.enter into a lease contract as followsPractical WritingPractical WritingThe lease lasts for years dating from , 200 to , 200 . The rent, to be counted from the date of the si

46、gning of the contract, shall be collected once a quarter at a rate of RMB (Chinese currency). Party B shall _ (一次付清) within five days (excluding holidays) after receiving the payment notice from Party A. If _ (逾期支付), _ (應(yīng)交納千分之二的日息, 以補償甲方所受的損失).pay up in lump sumpayment is delayeda daily interest of

47、0.2% shall be charged in compensation for the loss suffered by Party AArticle 2 Without the consent of Party A, Party B must not use the abovementioned flat for other purposes or transfer it to anybody; _ (否則, 本合同自動終止), and _ (由此造成的經(jīng)濟損失由乙方承擔). Article 3 _ (乙方在征得甲方同意后), Party B may have the flat repa

48、ired, or may change, remove and add installations. _ (在租賃關(guān)系結(jié)束時), the added constructions and installations must not be dismantled and shall become the property of Party A gratis. otherwise, this contract will automatically cease to hold goodthe economic loss arising therefore shall be borne by Party

49、 BHaving obtained Party As consent On the expiry of the lease Practical WritingPractical WritingArticle 4 _(租賃期間), Party B shall pay for water, electricity, gas, heating, telephone, etc. _（如居住人數(shù)有變動）, Party B should immediately inform the apartment building office so that water and public electricity

50、 fees can be calculated.Article 5 Party A shall inspect regularly the flat to see whether there is danger, water leakage and _ (負責房屋和設(shè)備的正常維修).During the lease-period In case of the change in the number of tenants shall be responsible for the normal maintenance and repairs of the flat and installatio

51、nPractical WritingPractical WritingPractical WritingPractical WritingArticle 6 On the expiry of the lease, Party A inspects and takes over the flat and installations. _(如有損壞), _（乙方負責修復(fù)或賠償）.Article 7 _ (乙方欲續(xù)租本房屋)， _ (須于本合同期滿前兩個月書面通知甲方)and a new lease contract shall be signed. Party B shall undertake

52、to repair, restore or pay a compensation In case of damages In case Party B desires to continue leasing the flat it shall notify Party A in written form two months in advance of the expiry of the leasePractical WritingPractical WritingArticle 8 _(本合同自簽字之日起生效) and it will have _（共兩份， 每份都由中文和英文寫成）, be

53、ing signed on _, 200_ in Beijing. _. （在解釋上有分歧時，以中文版為準）Responsible Person Responsible Person Of Party A Of Party B (甲方負責人) （乙方負責人）This contract shall come into force on the day of its signing two copies in both Chinese and EnglishThe Chinese text shall be regarded as the authentic one in case of diff

54、erences in interpretation 首頁Supplementary ReadingSupplementary ReadingCommandments1 of Negotiating Daniel Adams 2Imagine for a moment that you are preparing for a heated final negotiation to secure a very important deal for your company. What will you do if your customer asks you to: “l(fā)ower your pri

55、ce by X dollars in return for the deal?” Should you bring in your manager to assist? What will prevent your customer from taking your negotiated offer and sitting on it forever? Or worse, what if your customer allows the date of the offer to expire, but still insists on the negotiated deal? The foll

56、owing 10 commandments of negotiating will help you close the sale and still give your customer all they are looking for.譯文Supplementary ReadingSupplementary ReadingKnow Who You Are Dealing WithMake sure you investigate the personalities of all the players. Learn who your customers and competitors ar

57、e as professionals. What is their negotiation history? What has been your competitors sales strategy? What solutions have they offered?Negotiate Only with the Decision MakersSometimes an apparent decision maker is merely a gate keeper in disguise. Ask probing questions to discover who is really in c

58、harge. One such question to ask is: “Who has the sign-off authority for an investment of this size?” Refuse to negotiate with people who do not have the ultimate decision-making authority. 3譯文Supplementary ReadingSupplementary ReadingTiming Is EverythingDo not negotiate if your customer is not ready

59、 to buy. Make sure your deal is fully baked 4 ! If you negotiate too early you will end up negotiating two, three, four, or more times. If you drop the price any time before the final negotiation, you will end up competing against yourselfa major mistake.PreparationReview All Possible Scenarios Know

60、 all possible moves that the customer may make. Plan your move in advance in each instance. Be prepared to eliminate yourself from the negotiation if necessary. Review the circumstances under which it would be necessary to walk away from the situation in order to secure long-term relationships and t