第5章 合同专用条款-英文

合同标准条款英文称呼Standard Contract Clauses.Standard contract clauses, often referred to as boilerplate or boilerplate language, are pre-formulated provisions that are commonly included in contracts. These clauses serve as a foundation for agreements between parties, providing a framework for rights, obligations, and other legal considerations. While standard clauses can vary depending on the type of contract and the jurisdiction it falls under, they often cover areas such as jurisdiction, governing law, warranties, representations, indemnification, termination, and dispute resolution.1. Jurisdiction and Governing Law.Jurisdiction clauses specify the legal forum where disputes arising from the contract can be heard. They often designate a particular court or jurisdiction where legal action can be taken. Governing law clauses, on the otherhand, indicate the legal system that will apply to the interpretation and enforcement of the contract. This is important as it ensures that the parties are aware of the legal framework within which they are entering the agreement.2. Warranties and Representations.Warranties and representations are statements made by one party to another about the state of affairs or the quality of goods or services. These statements are made to induce the other party to enter the contract and are considered material to the agreement. Breach of warranties or representations can lead to legal action and contract termination.3. Indemnification.Indemnification clauses require one party to compensate the other for losses or damages incurred due to certain events or actions. This can include losses resulting from breach of contract, third-party claims, or other coveredevents. Indemnification clauses are common in contracts where there is a risk of financial loss due to the actions or inactions of the parties.4. Termination.Termination clauses outline the conditions and procedures for terminating the contract. These can include breaches of contract, mutual agreement, or the occurrence of specified events. Termination clauses are crucial as they provide a mechanism for parties to exit the agreement under certain circumstances.5. Dispute Resolution.Dispute resolution clauses specify the methods that parties will use to resolve disputes arising from the contract. These can include negotiation, mediation, arbitration, or litigation. The choice of dispute resolution mechanism is often influenced by the nature of the contract, the parties' preferences, and the legal requirements of the jurisdiction.In addition to these standard clauses, contracts may also include provisions specific to the transaction or relationship between the parties. These can include confidentiality clauses, force majeure clauses, assignment clauses, and more. The inclusion of such clauses depends on the specific needs and considerations of the parties involved.In summary, standard contract clauses serve as the building blocks of any contract, providing clarity and certainty to the parties involved. By including well-drafted clauses addressing key legal considerations,parties can mitigate risks, resolve disputes efficiently, and ensure that their rights and obligations are protected.。

合同基本条款英译内容：1、主体（identity of parties）条款：主体条款，主要就是指明当事人的名称与住所，与中国合同法规定有所不同的是，应当明确说明合同主体的类型，如个人公司（sole corporation）、股份公司（Incorporation）、两合公司（责任有限股东与责任无限股东合资型公司）、无限责任公司(Corporation)、有限责任公司(LLC, Liability Limited Corporation)等等，应当明确说明。

主要内容包括：a、名称或姓名(Name)b、主体的类型（Type of entity of each party）如：公司（Corporation）、有限责任公司（LLC）等。

c、注册地址（Address）：2、引言(recitals)：引言部分是作为合同的一个辅助工具，其使用的目的，是使合同内容能够更加清晰化、更容易理解。

引言部分的基本内容通常包括：a、合同的背景（background of agreement）b、双方缔约的目的（purpose for entering into the contract）c、合同的主要目标或重要设想（key assumptions for the contract）引言，通常总是居于合同开始处，当事人条款之后——在中国合同法中，也属于组成合同的“首部”的最后一个段落，通常是以“鉴于（whereas）”开始，到“双方特约定如下（the parties agree as follow）”结束。

任何一个合同的签订，都有特定的目的，如：特定的经济目的或者其他合法的目的。

引言，主要就是陈述合同签订的目的，同时也说明必要的合同签订的背景资料和有关信息。

必须注意：引言，不是具有强制执行力的合同内容，合同具有法律效力的部分都是在引言的结束语——“双方特约定如下（the parties agree as follow）”之后开始的。

合同法(英文版)2007-11-25合同法（英文版）中华人民共和国合同法（英文版）【标题】 CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA【时效性】有效【颁布时间】1999.03.15【实施时间】1999.10.01【发布部门】National People’s Congress CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINACONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA(Adopted and Promulgated by the Second Session of the Ninth National People's Congress March 15, 1999)GENERAL PROVISIONSCHAPTER 1 GENERAL PROVISIONSCHAPTER 2 CONCLUSION OF CONTRACTSCHAPTER 3 EFFECTIVENESS OF CONTRACTSCHAPTER 4 PERFORMANCE OF CONTRACTSCHAPTER 5 MODIFICATION AND ASSIGNMENT OF CONTRACTSCHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTS CHAPTER 7 LIABILITY FOR BREACH OF CONTRACTSCHAPTER 8 MISCELLANEOUS PROVISIONSSPECIFIC PROVISIONSCHAPTER 9 CONTRACTS FOR SALESCHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WATER, GAS ORHEATINGCHAPTER 11 CONTRACTS FOR DONATIONCHAPTER 12 CONTRACTS FOR LOANSCHAPTER 13 CONTRACTS FOR LEASECHAPTER 14 CONTRACTS FOR FINANCIAL LEASECHAPTER 15 CONTRACTS FOR WORKCHAPTER 16 CONTRACTS FOR CONSTRUCTION PROJECTSCHAPTER 17 CONTRACTS FOR TRANSPORTATIONSECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR PASSENGER TRANSPORTATIONSECTION 3 CONTRACTS FOR GOODS TRANSPORTATIONSECTION 4 CONTRACTS FOR MULTI-MODAL TRANSPORTATIONCHAPTER 18 CONTRACTS FOR TECHNOLOGYSECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR TECHNOLOGY DEVELOPMENTSECTION 3 CONTRACTS FOR TECHNOLOGY TRANSFERSECTION 4 CONTRACTS FOR TECHNICAL CONSULTANCY AND TECHNICAL SERVICECHAPTER 19 CONTRACTS FOR STORAGECHAPTER 20 CONTRACTS FOR WAREHOUSINGCHAPTER 21 CONTRACTS FOR COMMISSIONCHAPTER 22 CONTRACTS FOR BROKERAGECHAPTER 23 CONTRACTS FOR INTERMEDIATIONGENERAL PRINCIPLESChapter One General ProvisionsArticle 1 PurposeThis Law is formulated in order to protect the lawful rights and inte rests of contract parties, to safeguard social and economic order, an d to promote socialist modernization.Article 2 Definition of Contract; ExclusionsFor purposes of this Law, a contract is an agreement between natural persons, legal persons or other organizations with equal standing, fo r the purpose of establishing, altering, or discharging a relationshi p of civil rights and obligations.An agreement concerning any personal relationship such as marriage, a doption, guardianship, etc. shall be governed by other applicable law s.Article 3 Equal Standing of PartiesContract parties enjoy equal legal standing and neither party may imp ose its will on the other party.Article 4 Right to Enter into Contract VoluntarilyA party is entitled to enter into a contract voluntarily under the la w, and no entity or individual may unlawfully interfere with such rig ht.Article 5 FairnessThe parties shall abide by the principle of fairness in prescribing t heir respective rights and obligations.Article 6 Good FaithThe parties shall abide by the principle of good faith in exercising their rights and performing their obligations.Article 7 LegalityIn concluding or performing a contract, the parties shall abide by th e relevant laws and administrative regulations, as well as observe so cial ethics, and may not disrupt social and economic order or harm th e public interests.Article 8 Binding Effect; Legal ProtectionA lawfully formed contract is legally binding on the parties. The par ties shall perform their respective obligations in accordance with th e contract, and neither party may arbitrarily amend or terminate the contract.A lawfully formed contract is protected by law.Chapter Two Formation of ContractsArticle 9 Capacity; Contract through AgentIn entering into a contract, the parties shall have the appropriate c apacities for civil rights and civil acts.A party may appoint an agent to enter into a contract on its behalf u nder the law.Article 10 Forms of Contract; Writing RequirementA contract may be made in a writing, in an oral conversation, as well as in any other form.A contract shall be in writing if a relevant law or administrative re gulation so requires. A contract shall be in writing if the parties h ave so agreed.Article 11 Definition of WritingA writing means a memorandum of contract, letter or electronic messag e (including telegram, telex, facsimile, electronic data exchange and electronic mail), etc. which is capable of expressing its contents i n a tangible form.Article 12 Terms of ContractThe terms of a contract shall be prescribed by the parties, and gener ally include the following:(i) names of the parties and the domiciles thereof;(ii) subject matter;(iii) quantity;(iv) quality;(v) price or remuneration;(vi) time, place and method of performance;(vii) liabilities for breach of contract;(viii) method of dispute resolution.The parties may enter into a contract by referencing a model contract for the relevant contract category.Article 13 Offer-AcceptanceA contract is concluded by the exchange of an offer and an acceptanc e.Article 14 Definition of OfferAn offer is a party's manifestation of intention to enter into a cont ract with the other party, which shall comply with the following: (i) Its terms are specific and definite;(ii) It indicates that upon acceptance by the offeree, the offeror wi ll be boundthereby.Article 15 Invitation to OfferAn invitation to offer is a party's manifestation of intention to inv ite the other party to make an offer thereto. A delivered price list, announcement of auction, call for tender, prospectus, or commercial advertisement, etc. is an invitation to offer.A commercial advertisement is deemed an offer if its contents meet th e requirements of an offer.Article 16 Effectiveness of Offer, Offer through Electronic Message An offer becomes effective when it reaches the offeree.When a contract is concluded by the exchange of electronic messages, if the recipient of an electronic message has designated a specific s ystem to receive it, the time when the electronic message enters into such specific system is deemed its time of arrival; if no specific s ystem has been designated, the time when the electronic message first enters into any of the recipient's systems is deemed its time of arr ival.Article 17 Withdrawal of OfferAn offer may be withdrawn. The notice of withdrawal shall reach the o fferee before or at the same time as the offer.Article 18 Revocation of OfferAn offer may be revoked. The notice of revocation shall reach the off eree before it has dispatched a notice of acceptance.Article 19 Irrevocable OfferAn offer may not be revoked:(i) if it expressly indicates, whether by stating a fixed time for ac ceptance or otherwise, that it is irrevocable;(ii) if the offeree has reason to regard the offer as irrevocable, an d has undertaken preparation for performance.Article 20 Extinguishment of OfferAn offer is extinguished in any of the following circumstances:(i) The notice of rejection reaches the offeror;(ii) The offeror lawfully revokes the offer;(iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance;(iv) The offeree makes a material change to the terms of the offer.Article 21 Definition of AcceptanceAn acceptance is the offeree's manifestation of intention to assent t o an offer.Article 22 Mode of Acceptance; Acceptance by ConductAn acceptance shall be manifested by notification, except where it ma y be manifested by conduct in accordance with the relevant usage or a s indicated in the offer.Article 23 Timely Dispatch of AcceptanceAn acceptance shall reach the offeror within the period prescribed in the offer.Where the offer does not prescribe a period for acceptance, the accep tance shall reach the offeror as follows:(i) Where the offer is made orally, the acceptance shall be dispatche d immediately, unless otherwise agreed by the parties;(ii) Where the offer is made in a non-oral manner, the acceptance sha ll reach the offeror within a reasonable time.Article 24 Commencement of the Period for AcceptanceWhere an offer is made by a letter or a telegram, the period for acce ptance commences on the date shown on the letter or the date on which the telegram is handed in for dispatch. If the letter does not speci fy a date, the period commences on the posting date stamped on the en velop. Where the offer is made through an instantaneous communication device such as telephone or facsimile,etc., the period for acceptance commences once the offer reaches the offeree.Article 25 Contract Formed upon Effectiveness of AcceptanceA contract is formed once the acceptance becomes effective.Article 26 Effectiveness of AcceptanceA notice of acceptance becomes effective once it reaches the offeror. Where the acceptance does not require notification, it becomes effec tive once an act of acceptance is performed in accordance with the re levant usage or as required by the offer.Where a contract is concluded by the exchange of electronic messages, the time of arrival of the acceptance shall be governed by Paragraph 2 of Article 16 hereof.Article 27 Withdrawal of AcceptanceAn acceptance may be withdrawn. The notice of withdrawal shall reach the offeror before or at the same time as the acceptance.Article 28 Late AcceptanceAn acceptance dispatched by the offeree after expiration of the perio d for acceptance constitutes a new offer, unless the offeror timely a dvises the offeree that the acceptance is valid.Article 29 Delayed Transmission of AcceptanceIf the offeree dispatched its acceptance within the period for accept ance, and the acceptance, which would otherwise have reached the offe ror in due time under normal circumstances, reaches the offeror after expiration of the period for acceptance due to any other reason, the acceptance is valid, unless the offeror timely advises the offeree t hat the acceptance has been rejected on grounds of the delay.Article 30 Acceptance Containing Material ChangeThe terms of the acceptance shall be identical to those of the offer.A purported acceptance dispatched by the offeree which materially al ters the terms of the offer constitutes a new offer. A change in the subject matter, quantity, quality, price or remuneration, time, place and method of performance, liabilities for breach of contract or method of dispute resolution is a material change to the terms of the of fer.Article 31 Acceptance Containing Non-material ChangesAn acceptance containing nonmaterial changes to the terms of the offe r is nevertheless valid and the terms thereof prevail as the terms of the contract, unless the offeror timely objects to such changes or t he offer indicated that acceptance may not contain any change to the terms thereof.Article 32 Time of Formation in Case of Memorandum of ContractWhere the parties enter into a contract by a memorandum of contract, the contract is formed when it is signed or sealed by the parties.Article 33 Time of Formation in Case of Letters or Electronic Message s;Confirmation LetterWhere the parties enter into a contract by the exchange of letters or electronic messages, one party may require execution of a confirmati on letter before the contract is formed. The contract is formed upon execution of the confirmation letter.Article 34 Place of Formation; Electronic MessagesThe place where the acceptance becomes effective is the place of form ation of a contract.Where a contract is concluded by the exchange of electronic messages, the recipient's main place of business is the place of formation of the contract; if the recipient does not have a main place of business, its habitual residence is the place of formation of the contract. If the parties have agreed otherwise, such agreement prevails.Article 35 Place of Formation in Case of Memorandum of Contract Where a contract is concluded by a memorandum of contract, its place of formation is the place where the parties sign or seal the contrac t.Article 36 Effect of Failure to Conclude Contract in WritingWhere a contract is to be concluded by a writing as required by the relevant law or administrative regulation or as agreed by the parties, if the parties failed to conclude the contract in writing but one pa rty has performed its main obligation and the other party has accepte d the performance, the contract is formed.Article 37 Effect of Failure to Sign in Case of Memorandum of Contrac tWhere a contract is to be concluded by a memorandum of contract, if p rior to signing or sealing of the contract, one party has performed i ts main obligation and the other party has accepted the performance, the contract is formed.Article 38 Contract under State Mandatory PlanWhere the state has, in light of its requirements, issued a mandatory plan or state purchase order, the relevant legal persons and other o rganizations shall enter into a contract based on the rights and obli gations of the parties prescribed by the relevant laws and administra tive regulations.Article 39 Standard Terms; Duty to Call AttentionWhere a contract is concluded by way of standard terms, the party sup plying the standard terms shall abide by the principle of fairness in prescribing the rights and obligations of the parties and shall, in a reasonable manner, call the other party's attention to the provisio n(s) whereby such party's liabilities are excluded or limited, and sh all explain such provision(s) upon request by the other party. Standard terms are contract provisions which were prepared in advance by a party for repeated use, and which are not negotiated with the o ther party in the course of concluding the contract.Article 40 Invalidity of Certain Standard TermsA standard term is invalid if it falls into any of the circumstances set forth in Article 52 and Article 53 hereof, or if it excludes the liabilities of the party supplying such term, increases the liabiliti es of the other party, or deprives the other party of any of its mate rial rights.Article 41 Dispute Concerning Construction of Standard TermIn case of any dispute concerning the construction of a standard term, such term shall be interpreted in accordance with common sense. If t he standard term is subject to two or more interpretations, it shall be interpreted against the party supplying it. If a discrepancy exist s between the standard term and a non-standard term, the non-standard term prevails.Article 42 Pre-contract LiabilitiesWhere in the course of concluding a contract, a party engaged in any of the following conducts, thereby causing loss to the other party, i t shall be liable for damages:(i) negotiating in bad faith under the pretext of concluding a contra ct;(ii) intentionally concealing a material fact relating to the conclus ion of thecontract or supplying false information;(iii) any other conduct which violates the principle of good faith.Article 43 Trade Secrets; Liability for Disclosure or Improper UseA party may not disclose or improperly use any trade secret which it became aware of in the course of negotiating a contract, regardless o f whether a contract is formed. If the party disclosed or improperly used such trade secret, thereby causing loss to the other party, it s hall be liable for damages.Chapter Three Validity of ContractsArticle 44 Effectiveness of ContractA lawfully formed contract becomes effective upon its formation. Where effectiveness of a contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or admi nistrative regulation, such provision applies.Article 45 Conditions Precedent; Conditions Subsequent; Improper Impa irment orFacilitationThe parties may prescribe that effectiveness of a contract be subjectto certain conditions. A contract subject to a condition precedent b ecomes effective once such condition is satisfied. A contract subject to a condition subsequent is extinguished once such condition is sat isfied.Where in order to further its own interests, a party improperly impai red the satisfaction of a condition, the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a condition, the condition is deemed not to have been satisfied.Article 46 Contract TermThe parties may prescribe a term for a contract. A contract subject t o a time of commencement becomes effective at such time. A contract s ubject to a time of expiration is extinguished at such time.Article 47 Contract by Person with Limited CapacityA contract concluded by a person with limited capacity for civil act is valid upon ratification by the legal agent thereof, provided that a contract from which such person accrues benefits only or the conclu sion of which is appropriate for his age, intelligence or mental heal th does not require ratification by his legal agent.The other party may demand that the legal agent ratify the contract w ithin one month. If the legal agent fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratifi cation of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 48 Contract by Unauthorized AgentAbsent ratification by the principal, a contract concluded on his beh alf by a person who lacked agency authority, who acted beyond his age ncy authority or whose agency authority was extinguished is not bindi ng upon the principal unless ratified by him, and the person performi ng such act is liable.The other party may demand that the principal ratify the contract wit hin one month. Where the principal fails to manifest his intention, h e is deemed to have declined to ratify the contract. Prior to ratific ation of the contract, the other party in good faith is entitled to c ancel the contract. Cancellation shall be effected by notification.Article 49 Contract by Person with Apparent Agency AuthorityWhere the person lacking agency authority, acting beyond his agency a uthority, or whose agency authority was extinguished concluded a cont ract in the name of the principal, if it was reasonable for the other party to believe that the person performing the act had agency autho rity, such act of agency is valid.Article 50 Contract Executed by Legal RepresentativeWhere the legal representative or the person-in-charge of a legal per son or an organization of any other nature entered into a contract ac ting beyond his scope of authority, unless the other party knew or sh ould have known that he was acting beyond his scope of authority, suc h act of representation is valid.Article 51 Unauthorized Disposal of Property through ContractWhere a piece of property belonging to another person was disposed of by a person without the power to do so, such contract is nevertheles s valid once the person with the power to its disposal has ratified t he contract, or if the person lacking the power to dispose of it when the contract was concluded has subsequently acquired such power.Article 52 Invalidating CircumstancesA contract is invalid in any of the following circumstances:(i) One party induced conclusion of the contract through fraud or dur ess, thereby harming the interests of the state;(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any third party;(iii) The parties intended to conceal an illegal purpose under the gu ise of a legitimate transaction;(iv) The contract harms public interests;(v) The contract violates a mandatory provision of any law or adminis trative regulation.Article 53 Invalidity of Certain Exculpatory ProvisionsThe following exculpatory provisions in a contract are invalid(i) excluding one party's liability for personal injury caused to the other party;(ii) excluding one party's liability for property loss caused to the other party by its intentional misconduct or gross negligence.Article 54 Contract Subject to Amendment or CancellationEither of the parties may petition the People's Court or an arbitrati on institution for amendment or cancellation of a contract if:(i) the contract was concluded due to a material mistake;(ii) the contract was grossly unconscionable at the time of its concl usion.If a party induced the other party to enter into a contract against i ts true intention by fraud or duress, or by taking advantage of the o ther party's hardship, the aggrieved party is entitled to petition th e People's Court or an arbitration institution for amendment or cance llation of the contract.Where a party petitions for amendment of the contract, the People's C ourt or arbitration institution may not cancel the contract instead.Article 55 Extinguishment of Cancellation RightA party's cancellation right is extinguished in any of the following circumstances:(i) It fails to exercise the cancellation right within one year, comm encing on the date when the party knew or should have known the cause for the cancellation;(ii) Upon becoming aware of the cause for cancellation, it waives the cancellation right by express statement or by conduct.Article 56 Effect of Invalidation or Cancellation; Partial Invalidati on orCancellationAn invalid or canceled contract is not legally binding ab initio. Whe re a contract is partially invalid, and the validity of the remaining provisions thereof is not affected as a result, the remaining provis ions are nevertheless valid.Article 57 Independence of Dispute Resolution ProvisionThe invalidation, cancellation or discharge of a contract does not impair the validity of the contract provision concerning the method of dispute resolution, which exists independently in the contract.Article 58 Remedies in Case of Invalidation or CancellationAfter a contract was invalidated or canceled, the parties shall make restitution of any property acquired thereunder; where restitution in kind is not possible or necessary, allowance shall be made in money based on the value of the property. The party at fault shall indemnif y the other party for its loss sustained as a result. Where both part ies were at fault, the parties shall bear their respective liabilitie s accordingly.Article 59 Remedies in Case of Collusion in Bad FaithWhere the parties colluded in bad faith, thereby harming the interest s of the state, the collective or a third person, any property acquir ed as a result shall be turned over to the state or be returned to th e collective or the third person.Chapter Four Performance of ContractsArticle 60 Full Performance; Performance in Good FaithThe parties shall fully perform their respective obligations in accor dance with the contract.The parties shall abide by the principle of good faith, and perform o bligations such as notification, assistance, and confidentiality, etc. in light of the nature and purpose of the contract and in accordance with the relevant usage.Article 61 Indeterminate Terms; Supplementary AgreementIf a term such as quality, price or remuneration, or place of perform ance etc. was not prescribed or clearly prescribed, after the contrac t has taken effect, the parties may supplement it through agreement; if the parties fail to reach a supplementary agreement, such term sha ll be determined in accordance with the relevant provisions of the co ntract or in accordance with the relevant usage.Article 62 Gap FillingWhere a relevant term of the contract was not clearly prescribed, and cannot be determined in accordance with Article 61 hereof, one of the following provisions applies:(i) If quality requirement was not clearly prescribed, performance sh all be in accordance with the state standard or industry standard; ab sent any state or industry standard, performance shall be in accordan ce with the customary standard or any particular standard consistent with the purpose of the contract;(ii) If price or remuneration was not clearly prescribed, performance shall be in accordance with the prevailing market price at the place of performance at the time the contract was concluded, and if adopti on of a price mandated by the government or based on government issue d pricing guidelines is required by law, such requirement applies; (iii) Where the place of performance was not clearly prescribed, if t he obligation is payment of money, performance shall be at the place where the payee is located; if the obligation is delivery of immovabl e property, performance shall be at the place where the immovable pro perty is located; for any other subject matter, performance shall be at the place where the obligor is located;(iv) If the time of performance was not clearly prescribed, the oblig or may perform, and the obligee may require performance, at any time, provided that the other party shall be given the time required for p reparation;(v) If the method of performance was not clearly prescribed, performa nce shall be rendered in a manner which is conducive to realizing the purpose of the contract;(vi) If the party responsible for the expenses of performance was not clearly prescribed, the obligor shall bear the expenses.Article 63 Performance at Government Mandated PriceWhere a contract is to be implemented at a price mandated by the gove rnment or based on government issued pricing guidelines, if the gover nment adjusts the price during the prescribed period of delivery, the contract price shall be the price at the time of delivery. Where a p arty delays in delivering the subject matter, the original price appl ies if the price has increased, and the new price applies if the pric e has decreased. Where a party delays in taking delivery or making payment, the new price applies if the price has increased, and the orig inal price applies if the price has decreased.Article 64 Performance toward a Third PersonWhere the parties prescribed that the obligor render performance to a third person, if the obligor fails to render its performance to the third person, or rendered non-conforming performance, it shall be lia ble to the obligee for breach of contract.Article 65 Performance by a Third PersonWhere the parties prescribed that a third person render performance t o the obligee, if the third person fails to perform or rendered non-c onforming performance, the obligor shall be liable to the obligee for breach of contract.Article 66 Simultaneous PerformanceWhere the parties owe performance toward each other and there is no o rder of performance, the parties shall perform simultaneously. Prior to performance by the other party, one party is entitled to reject it s requirement for performance. If the other party rendered non-confor ming performance, one party is entitled to reject its corresponding r equirement for performance.Article 67 Consecutive PerformanceWhere the parties owe performance toward each other and there is an o rder of performance, prior to performance by the party required to pe rform first, the party who is to perform subsequently is entitled to reject its requirement for performance. If the party required to perf orm first rendered non-conforming performance, the party who is to pe rform subsequently is entitled to reject its corresponding requiremen t for performance.Article 68 Right to Suspend PerformanceThe party required to perform first may suspend its performance if it has conclusive evidence establishing that the other party is in any of the following circumstances:(i) Its business has seriously deteriorated;(ii) It has engaged in transfer of assets or withdrawal of funds for。

合同条款英文Contract Terms and Conditions。

1. Parties: This contract is entered into between [Party A] and [Party B], hereinafter referred to as "the Parties".2. Purpose: The purpose of this contract is to outline the terms and conditions of the agreement between the Parties.3. Scope of Work: This section shall outline the specific services, products, or deliverables to be provided by each Party, as well as the timeline and milestones for completion.4. Payment Terms: The payment terms shall include the total amount, payment schedule, method of payment, and any applicable taxes or fees.5. Termination: This section shall outline the conditions under which either Party may terminate the contract, as well as any notice period or penalties for early termination.6. Confidentiality: Both Parties agree to keep any sensitive information or trade secrets confidential and not disclose them to any third party.7. Governing Law: This contract shall be governed by and construed in accordance with the laws of [Jurisdiction], and any disputes shall be resolved through arbitration or mediation.8. Indemnification: Each Party shall indemnify and hold harmless the other Party from any claims, damages, or liabilities arising from their actions or omissions under this contract.9. Amendments: Any amendments or modifications to this contract shall be in writing and signed by both Parties.10. Entire Agreement: This contract constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings, whether written or oral.11. Signatures: Both Parties hereby acknowledge that they have read and understood the terms and conditions of this contract and agree to be bound by them.In witness whereof, the Parties have executed this contract as of the Effective Date.。

合同条款常用英文买方 buyer卖方 seller项目名称 Project name地址 address电话 phone传真 fax联系人 contact person本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。

This contract is made by and between the buyersand sellers, whereby the buyers agree to buy and the sellers agree to sell the under-mentioned. Commodities according to the terms and conditions stipulated below.1. 详细货物清单 Detail supply list2. 合同价格 Contract value序号 item 型号 model 尺寸 size, dimension 数量amount, unit 单价 unit price 总价 total price 备注remark 货物，运费 freight, transportation 合同总额（含安装费与税金） Contract amount incl. VAT installation3. 付款条件 payment conditions, payment terms4. 交货地点 delivery place5. 发货期 delivery time6. 安装条款 installation clause7. 验收条款 inspection clause8. 保证条款 guarantee clause9. 不可抗拒条款 Force Majeure Clause10. 违约条款 Breach clause11. 其他条款 Miscellaneous clause12. 买卖双方信息 buyer and seller information此合同一式二份，由双方各持一正本。

通用合同条款英语单词English:1. Parties: The parties to this agreement are [Company Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Address], and [Counterparty Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Address].2. Term: This agreement shall commence on the Effective Date and continue in full force and effect until terminated by either party upon [number] days written notice.3. Governing Law: This agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without giving effect to any choice of law or conflict of law provision or rule.4. Confidentiality: Both parties agree to keep confidential, and not disclose to any third party, any and all information, documents, or materials that are marked as confidential or that would reasonably be understood to be confidential.5. Termination: Either party may terminate this agreement in the event of a material breach by the other party which remains uncured for a period of [number] days after written notice.6. Indemnification: Each party shall indemnify, defend, and hold harmless the other party and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of this agreement by the indemnifying party.7. Entire Agreement: This agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto.中文翻译:1. 双方: 本协议的双方为[公司名称]，一家依照[司法管辖区]法律组织和存在的公司，主要营业地点在[地址]，和[交易对方名称]，一家依照[司法管辖区]法律组织和存在的公司，主要营业地点在[地址]。

1. The buyer shall have the covering letter of credit reach the Seller 30 days before shipment, failing which the Seller reserves the right to rescind without further notice, or to regard as still valid whole or any part of this contract not fulfilled by the Buyer, or to lodge a claim for losses thus sustained, if any.买方须在装船前30天将合同项下的信用证寄达卖方，否则卖方保留在不通知买方的情况下解除合同，或认为买方完全或者部分不履行合同，或向买方索取由此造成损失的权利。

2.In case of any discrepancy in Quality/Quantity, claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination; while for quantity discrepancy, claim should be filed by the Buyer within 15 days after the arrive of the goods at the port of destination.一旦发现货物质量或者数量有出入，买方须在目的港接到货后30天内提出索赔；若数量上有出入，买方应在收到货物后15天内提出索赔。

3. For transactions concluded on C.I.F. basis, it is understood that the insurance amount will be for 110% of the invoice value against the risks specified in the Sales Confirmation. If additional insurance amount or coverage required, the Buyer must have the consent of the Seller before Shipment, and the additional premium is to be borne by the Buyer.由于交易的术语为CIF，所以保险金额应为销售确认书上注明金额的110%。

合同专用章法律英文Here's a sample text in English for a contract-specific seal, adhering to the given requirements:First off, let's get the legal jargon out of the way. This contract-specific seal is your guarantee that the document you're signing is the real deal. No funny business here, just pure authenticity.You might be wondering, why this special seal? Well,it's a stamp of approval, a sign of trust. It tells the other party that you're serious about this agreement and willing to back it up with your legal name and credentials.In today's fast-paced world, contracts are as common as a handshake. But not all contracts are created equal. This seal ensures that your contract stands out, like a diamond in a rough. It's the difference between a casual agreement and a binding legal document.Look, I know legal stuff can be boring, but this seal is your safeguard. It's a little piece of paper that can save you from a lot of trouble. So don't skip the formalities, get this seal stamped on your contract and rest assured.Remember, a contract is only as good as the paper it's written on. With this contract-specific seal, you're getting.。

通用合同条款英语单词General Contract Terms and Conditions.Article 1: Definitions.1.1 "Party" shall mean either the Buyer or the Seller, as the context requires.1.2 "Buyer" shall mean the individual or entity named in the contract who purchases the goods or services.1.3 "Seller" shall mean the individual or entity named in the contract who sells the goods or provides the services.1.4 "Goods" shall mean the items specified in the contract to be sold and purchased by the Buyer and Seller.1.5 "Services" shall mean any work or activity to be performed by the Seller for the Buyer as specified in thecontract.1.6 "Contract" shall mean the agreement between the Buyer and Seller, incorporating these General Terms and Conditions and any Special Terms and Conditions agreed upon.Article 2: Formation of Contract.2.1 The Contract shall be deemed to have been formed when the Buyer accepts the Seller's offer in accordancewith the terms and conditions specified therein.2.2 The Buyer's acceptance of the Seller's offer shall be made in writing, electronically, or any other form mutually agreed upon by the Parties.2.3 The Contract shall be binding on both Parties from the date of its formation.Article 3: General Terms and Conditions.3.1 These General Terms and Conditions shall apply toall Contracts unless otherwise agreed in writing by the Parties.3.2 Any Special Terms and Conditions agreed upon by the Parties shall prevail over any conflicting provisions in these General Terms and Conditions.3.3 The Parties agree to read and understand these General Terms and Conditions before entering into any Contract.Article 4: Performance of Contract.4.1 The Seller shall perform its obligations under the Contract with reasonable skill and care, in accordance with any specifications or requirements provided by the Buyer.4.2 The Buyer shall provide any necessary information, assistance, or access required by the Seller to perform its obligations under the Contract.4.3 Both Parties shall comply with all applicable laws,regulations, and industry standards in performing their respective obligations under the Contract.Article 5: Price and Payment.5.1 The price for the Goods and Services shall be as specified in the Contract.5.2 Unless otherwise agreed in writing, payment for the Goods and Services shall be made in the manner and within the time period specified in the Contract.5.3 The Seller shall be entitled to charge interest on overdue payments at the rate specified in the Contract or, if no rate is specified, at a commercially reasonable rate.Article 6: Delivery and Risk of Loss.6.1 The Seller shall deliver the Goods to the Buyer in accordance with the delivery terms specified in the Contract.6.2 Risk of loss or damage to the Goods shall pass to the Buyer upon delivery, unless otherwise agreed in writing by the Parties.6.3 The Buyer shall inspect the Goods upon delivery and notify the Seller of any non-conforming Goods within a reasonable time period.Article 7: Warranties and Disclaimers.7.1 The Seller warrants that the Goods and Services shall be free from defects in materials and workmanship for the warranty period specified in the Contract.7.2 Unless otherwise agreed in writing, the Sellershall not be liable for any consequential, indirect, or special damages arising from the breach of the Contract.7.3 The Buyer acknowledges and agrees that the Goods and Services are provided on an "as is" and "as available" basis, and the Seller makes no other warranties, express or implied.Article 8: Termination.8.1 The Contract may be terminated by either Party with written notice to the other Party in the event of a material breach by the other Party.8.2 Upon termination of the Contract, the Buyer shall pay any outstanding amounts due to the Seller, and the Seller shall return any Goods in its possession to the Buyer.8.3 Termination of the Contract shall not affect any accrued rights or obligations of the Parties.Article 9: Governing Law and Jurisdiction.9.1 The Contract shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Contract.9.2 Any disputes arising out of or in connection withthe Contract shall be subject to the jurisdiction of the courts specified in the Contract.Article 10: Miscellaneous.10.1 Any notices or other communications required or permitted under the Contract shall be in writing and shall be delivered to the addresses specified in the Contract or to any other address subsequently notified by the Parties.10.2 The headings in these General Terms and Conditions are for convenience only and shall not affect their interpretation.10.3 The failure of either Party to enforce any provision of the Contract shall not be construed as a waiver of such provision or any other provision of the Contract.10.4 These General Terms and Conditions constitute the entire agreement between the Parties relating to the subject matter hereof and supersede any prior agreements orunderstandings between them.10.5 Any modification or amendment to the Contractshall be made in writing and signed by both Parties.By entering into the Contract, the Buyer and Seller agree to be bound by these General Terms and Conditions and any Special Terms and Conditions agreed upon. They further agree to comply with all applicable laws, regulations, and industry standards in performing their respective obligations under the Contract.。

合同标准条款英文称呼English:Contract standard clauses are a set of pre-drafted, commonly-used provisions that are commonly included in contracts to address standard issues that typically arise in business transactions. These standardized clauses are used to streamline the contract drafting process and ensure that both parties have a clear understanding of their rights and obligations. Some common examples of standard clauses include clauses relating to the parties' identities, the scope of work, the term and termination of the contract, payment terms, warranties and representations, indemnification, limitation of liability, confidentiality, and dispute resolution. By including these standard clauses in a contract, parties can save time and resources by not having to negotiate and draft these provisions from scratch for each new contract. Additionally, contract standard clauses provide consistency and predictability in contracts, helping parties to avoid costly disputes and misunderstandings down the road.中文翻译:合同标准条款是一组预先起草的常用条款，通常包含在合同中，用于解决通常在商业交易中出现的标准问题。

合同责任条款（英文）1. Limitation of LiabilityThe liability of Party A for any breach of this Agreement shall be limited to the direct damages suffered Party B, and shall not exceed the total amount paid Party B to Party A under this Agreement during the twelve (12) months preceding the date on which the claim arises.2. IndemnificationParty B agrees to indemnify and hold harmless Party A,its officers, directors, employees, and agents against any and all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement Party B.3. Force Majeure4. Warranties and DisclaimersParty A warrants that the services provided under this Agreement shall be performed in a professional and workmanlike manner. Except as expressly provided herein, Party A disclaims all other warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.5. ConfidentialityBoth Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed the other Party during the term of this Agreement. Such information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as required law.6. Governing Law and JurisdictionThis Agreement shall be governed and construed in accordance with the laws of [Jurisdiction], excluding its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Jurisdiction].7. Entire AgreementThis Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral, with respect to the subject matter hereof.8. AssignmentNeither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except in the case of a merger, acquisition, or sale of all or substantially all of its assets.9. SeverabilityIf any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired there.10. Notice11. Term and Termination12. Intellectual PropertyParty A retains all right, , and interest in and to the intellectual property created, developed, or provided Party A pursuant to this Agreement. Party B acknowledges and agrees that it shall not use or reproduce any of Party A's intellectual property without the express written consent of Party A.13. NonTransferable RightsThe rights and licenses granted to a Party under this Agreement are personal and nontransferable, and any attempt to transfer such rights or licenses without the prior written consent of the other Party shall be null and void.14. No WaiverThe failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision in the future.15. AmendmentsThis Agreement may be amended or modified only a written instrument executed both Parties.16. No ThirdParty BeneficiariesNothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties, their successors and assigns, any legal or equitable right, benefit, or remedy of any nature whatsoever under or reason of this Agreement.17. SurvivalThe provisions of Sections [list relevant sections, e.g., "Confidentiality," "Intellectual Property," "Limitation of Liability," etc.] shall survive the termination or expiration of this Agreement for any reason.18. Dispute ResolutionIn the event of any dispute arising out of or in connection with this Agreement, the Parties shall first attempt to resolve such dispute through good faith negotiations. If the Parties are unable to resolve the dispute within [number] days, either Party may submit the dispute to binding arbitration in accordance with the rules of the [name of arbitration association].19. Compliance with Laws20. CounterpartsThis Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.By their execution of this Agreement, the Parties have caused this Agreement to be executed their duly authorized representatives as of the Effective Date.21. Independent Contractors22. Insurance23. Subcontracting24. Export Controls25. PublicityNeither Party shall issue any press release or make any public announcement regarding this Agreement without theprior written consent of the other Party, except as may be required law or regulation.26. Survival of Representations and WarrantiesAll representations, warranties, and covenants made the Parties in this Agreement shall survive the execution and delivery of this Agreement and shall continue to be effective, in full force, and operation for so long as this Agreement remains in effect.27. Attorneys' FeesIn the event that either Party brings any action toenforce or interpret this Agreement, the prevailing Party insuch action shall be end to recover from the other Party its reasonable attorneys' fees and costs incurred in connection with such action.28. No Modification Custom and PracticeThe Parties agree that no custom or practice at variance with the terms of this Agreement shall modify, interpret, supplement, or alter any of the provisions of this Agreement.29. Captions and HeadingsThe captions and headings in this Agreement are for convenience only and shall not be used in construing or interpreting this Agreement.30. Entire UnderstandingThis Agreement embodies the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to such subject matter.The Parties have executed this Agreement as of the date first above written.。

英文合同的通用条款（定义与解释条款Definition and Interpretation）1. Definition. In this Agreement, the following terms shall have the following meaning unless the context clearly requires otherwise:“TERM 1”means …refers to …shall have the (same) meaning defined in …shall be construed as …includes…In relation to means …For the purpose of “TERM 2”refers to …In connection with shall have the (same) meaning defined in …In respect of shall be construed as …“TERM 3”means …+ *** which,refers to1) ………………………………………………………………;2) ………………………………………………………………;…2. Interpretation. Unless the context otherwise requires:a. words singular and plural in number shall be deemed to include the other;b. all references to include a reference to any measures amending, supplementing or repealing any relevant from time to time;c. the terms “XYZ”shall be being at all times construed as unless the content specially indicates otherwise, whether or not the words “XYZ” are expressly stated in any particular instance in this Agreement;….3. XXX Meaning. Words not otherwise defined herein that have well known and generally accepted adj. meanings are used herein in accordance with such recognized meanings. Unless otherwise agreed to by the Parties, all units of measurement shall be stated in the system.4. Headings; Sections References. Section headings are for convenience of reference only, do not form part of this Agreement, and shall not be deemed to limit or otherwise affect any of the provisions hereof.5. Precedence. In case of express conflict between provisions of the of this Agreement, the order of precedence in construction and interpretation of such provisions shall be as follows:a. ; andb. .Subject to the foregoing, if any requirements specified in any 1 conflict with those of any other 2 , or if any requirement specified in any 1 conflict with any other requirements in such 2 , the requirements shall prevail. Notwithstanding the above, the provisions of this Agreement, including all Schedules, shall be wherever possible construed as complementary rather than conflicting.例：1. Definition. In this Agreement the following terms shall have the following meaning unless the context clearly requires otherwise:1. 定义。

合同通用条款范本目录(英文) Preliminary Statement1. Definitions2. Parties to the Contract; Representations and WarrantiesParties to the ContractRepresentations and WarrantiesConsequences of Inaccuracy in Representations3. [Operative Clauses]4. TermTermExtension5. TerminationTerminationContinuing Obligations6. ConfidentialityScope of ConfidentialityExceptionsConfidentiality Rules and RegulationsReturn of Confidential Information7. Breach of ContractRemedies for Breach of ContractLimitation on Liability8. Force MajeureDefinition of Force MajeureConsequences of Force Majeure 9. Settlement of DisputesFriendly ConsultationsArbitrationContinuing Rights and Obligations Enforcement of AwardInjunctive Relief10. Applicable Law11. Miscellaneous ProvisionsIndependent Contractor Relationship Binding EffectParty Entitled to EnforcementAmendmentNo PublicityNo SolicitationNoticesWaiverAssignabilitySeverabilityEntire AgreementSchedules and AnnexesLanguageExecution合同通用条款范本目录(中文) 前言1. 定义2. 合同各方;陈述及保证合同各方陈述及保证陈述不实的后果3. [具体权利义务条款]4. 合同期限合同期限合同期限的续展5. 合同终止合同终止各方持续的义务6. 保密义务保密义务的范围保密义务不适用的情形保密制度保密资料的归还7. 违约违约救济措施责任限制8. 不可抗力不可抗力的定义不可抗力的后果9. 争议的解决友好协商仲裁持续的权利和义务裁决的执行申请制止侵权、违约行为的权利10. 适用法律11. 其他规定合同各方之间的独立关系合同拘束力的范围合同权利人范围修改合同内容保密禁止招揽对方雇员通知不放弃权利可转让性可分割性全部协议附录以及附件文本签署。

英文合同经典条款1.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 contract is made by and between the Buyers and the Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the goods referenced hereunder subject to the terms and conditions as stipulated hereinafter:2.索赔:在货到目地口岸45天内如发现货物品质、规格和数量与合同不符，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。

Claims: within 45 days after the arrival of the goods at the destination, should the quality, specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers shall, have the right on the strength of the inspection3.不可抗力：由于不可抗力的缘由发生在制造、装载或运输的过程中导致卖方延期交货或不能交货者，卖方可免除责任；在不可抗力发生后，卖方须立即电告买方及在14天内以空邮方式向买方提供事故发生的证明文件；在上述情况下，卖方仍须负责采取措施尽快发货。

Force Majeure: The Sellers shall not held responsible for any delay in shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the courseof loading or transit. The sellers shall advise the Buyers forthwith of the occurrence mentioned above within fourteen days thereafter. The Sellers shall send by airmail to the Buyers for their acceptance certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.4.不可抗力：本合同内所述全部或部分货物，如因不可抗力原因，以致不能履约或不得不延期交货，卖方概不负责。

合同条款常用英文买方 buyer卖方 seller项目名称 Project name地址 address电话 phone传真 fax联系人 contact person本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。

This contract is made by and between the buyersand sellers, whereby the buyers agree to buy and the sellers agree to sell the under-mentioned. Commodities according to the terms and conditions stipulated below.1. 详细货物清单 Detail supply list2. 合同价格 Contract value序号 item 型号 model 尺寸 size, dimension 数量amount, unit 单价 unit price 总价 total price 备注remark 货物，运费 freight, transportation 合同总额（含安装费与税金） Contract amount incl. VAT installation3. 付款条件 payment conditions, payment terms4. 交货地点 delivery place5. 发货期 delivery time6. 安装条款 installation clause7. 验收条款 inspection clause8. 保证条款 guarantee clause9. 不可抗拒条款 Force Majeure Clause10. 违约条款 Breach clause11. 其他条款 Miscellaneous clause12. 买卖双方信息 buyer and seller information此合同一式二份，由双方各持一正本。