国际商事合同通则英文版
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国际商事合同通则
合同编号,[合同编号]
1. 合同目的。
本合同旨在规定双方在国际商事活动中的权利和义务,确保交
易的合法性和有效性。
2. 合同主体。
甲方,[甲方名称]
乙方,[乙方名称]
3. 合同内容。
3.1 交易内容,双方确认本合同所涉及的商品/服务及交易细节。
3.2 交付方式,双方确认货物/服务的交付方式和时间。
3.3 价格条款,双方确认货物/服务的价格和支付方式。
3.4 质量标准,双方确认货物/服务的质量标准和验收标准。
3.5 违约责任,双方确认在合同履行过程中的违约责任和补偿方式。
3.6 争议解决,双方确认在发生争议时的解决方式,可以选择仲裁或法院诉讼。
4. 合同有效性。
本合同自双方签字盖章之日起生效,直至合同约定的履行期限结束。
5. 法律适用。
本合同适用[法律适用国家]法律,对于未尽事宜,适用国际商事惯例和通则。
6. 其他条款。
6.1 本合同一式两份,双方各持一份,具有同等法律效力。
6.2 本合同的修改和补充须经双方书面协商一致。
6.3 本合同附件为不可分割的组成部分,与本合同具有同等法
律效力。
甲方(盖章),______________________ 日期,____________。
乙方(盖章),______________________ 日期,____________。
以上为国际商事合同通则范本,如有需要,请根据实际情况进
行修改和补充,以确保合同的合法性和有效性。
2024 United Nations Convention onInternational Sale of Goods (CISG)1. Scope and ApplicationThe CISG applies to contracts for the sale of goods between parties from different countries, provided that these countries are Contracting States. The 2024 version clarifies the criteria for determining the applicable law when the parties' places of business are in different countries.2. Formation of the Contract3. Obligations of the Seller4. Obligations of the BuyerThe buyer's obligations include taking delivery of the goods, paying the price, and examining the goods upon receipt. The 2024 CISG emphasizes the buyer's responsibility toprovide timely notice of any defects or nonconformities.5. Passing of RiskThe CISG addresses the transfer of risk from the sellerto the buyer. The 2024 edition includes provisions thatclarify the circumstances under which risk passes,particularly in cases of carriage of goods and delivery to a carrier.6. Remedies for Breach of ContractThe CISG provides remedies for both sellers and buyers in the event of a breach of contract. The 2024 version introduces additional remedies, such as the right to recover consequential damages and the option to demand specific performance in certain cases.7. Exemptions from LiabilityThe CISG recognizes certain circumstances that may exempt a party from liability for nonperformance. The 2024 edition expands the scope of these exemptions to include force majeure events and other unforeseeable circumstances.8. Validity of the ContractThe CISG acknowledges that contracts may be subject to the mandatory laws of the Contracting States. The 2024 version reinforces the principle that the CISG does notaffect the validity of a contract under these laws.9. Settlement of DisputesThe CISG encourages the resolution of disputes through mediation and arbitration. The 2024 edition provides additional guidance on the choice of forum and the recognition and enforcement of foreign judgments and arbitral awards.10. Modification and Termination of the ContractThe CISG acknowledges that contracts may need to be modified or terminated due to changing circumstances. The2024 version introduces clearer guidelines on the process for amending contracts, ensuring that any changes are agreed upon both parties and are consistent with the original contract's intent. Additionally, the convention provides rules for the termination of a contract, specifying the rights and obligations of each party upon termination.11. battle of the Forms12. Incorporation of Standard TermsThe convention addresses the use of standard terms and conditions either party. The 2024 edition emphasizes the need for such terms to be explicitly incorporated into the contract and provides guidance on how to determine whether standard terms have been effectively included.13. Interpretation of the CISGUnderstanding the intent behind the CISG is crucial forits proper application. The 2024 version includesinterpretive guidance to assist courts and arbitrators in construing the convention's provisions. This section underscores the importance of interpreting the CISG in a manner that furthers its purpose of facilitatinginternational trade.14. Good Faith and Fair DealingThe principle of good faith is a cornerstone of the CISG. The 2024 edition reinforces the obligation of parties to actin good faith and fair dealing in all their contractual relations. This includes a duty to disclose information thatis material to the contract and to refrain from engaging in deceptive practices.15. Electronic Commerce16. Sustainability and Environmental Considerations17. Final ProvisionsThe final provisions of the 2024 CISG address the convention's entry into force, the procedure for denunciation, and the settlement of disputes related to the interpretationor application of the CISG. These provisions are designed to ensure the smooth operation of the convention and to providea clear path for resolving any issues that may arise.18. The Role of Warranties and RepresentationsThe 2024 CISG delves deeper into the role of warranties and representations in the context of international sales contracts. It provides clearer guidance on the distinction between the two, and how they can impact the obligations ofthe parties. The convention specifies that warranties are affirmations of fact or promises that form part of the basisof the contract, while representations are statements that induce the other party to enter into the contract. Theupdated CISG ensures that these terms are given due weight in the event of disputes.19. Impact of National Laws on the CISG20. The CISG and Developing CountriesRecognizing the unique challenges faced developing countries in international trade, the 2024 CISG includes provisions that aim to level the playing field. These provisions offer support and guidance to businesses and governments in developing nations, helping them to better understand and utilize the CISG to their advantage. The convention encourages the sharing of knowledge and best practices to facilitate the integration of these countries into the global economy.21. The CISG and Consumer ProtectionThe 2024 CISG acknowledges the growing importance of consumer protection in international transactions. While the convention primarily governs businesstobusiness contracts, the updated version includes provisions that address the interface between the CISG and consumer protection laws. It aims to ensure that the principles of the CISG do not undermine the protection afford to consumers national legislation.22. The CISG and Intellectual Property RightsWith the increasing value of intellectual property in international trade, the 2024 CISG addresses the relationship between the convention and intellectual property rights. Theupdated text clarifies that the CISG does not affect the rights and obligations arising from intellectual property laws, and it encourages parties to consider IP issues when drafting their contracts.23. The CISG and Transport DocumentsThe CISG recognizes the importance of transport documents in the sale of goods across borders. The 2024 version includes provisions that provide more detailed guidance on the use and transfer of transport documents, such as bills of lading. These provisions aim to streamline the shipping process and reduce the risk of disputes related to the transportation of goods.24. The CISG and the Future of International Trade。
2024年国际商务协议英文版翻译示例本合同目录一览1. 协议概述1.1 协议类型1.2 协议方1.3 协议日期2. 定义与解释2.1 专业术语2.2 地点与日期2.3 涉及的组织与个人3. 商务条款3.1 产品或服务描述3.2 数量与质量3.3 价格与支付方式3.4 交付与交货期限3.5 违约责任4. 权利与义务4.1 协议方的权利4.2 协议方的义务5. 保密协议5.1 保密信息5.2 保密期限5.3 信息的使用与披露6. 争议解决6.1 协商解决6.2 调解6.3 仲裁7. 法律适用7.1 法律的选取7.2 法律的适用8. 强制性规定8.1 协议的适用法律8.2 协议的适用法规9. 合同的生效与终止9.1 生效条件9.2 终止条件9.3 终止后的权利与义务10. 一般条款10.1 通知10.2 修改与补充10.3 完整协议11. 第三方受益人11.1 第三方受益人的权益11.2 第三方受益人的责任12. 保险12.1 保险的要求12.2 保险的赔偿范围13. 知识产权13.1 知识产权的保护13.2 知识产权的使用权14. 不可抗力14.1 不可抗力的定义14.2 不可抗力事件的处理第一部分:合同如下:1. 协议概述1.1 协议类型本协议为2024年国际商务协议英文版翻译示例,由双方在平等、自愿、公平、诚实信用的原则基础上签订。
1.2 协议方甲方:(公司名称/个人姓名)乙方:(公司名称/个人姓名)1.3 协议日期本协议签订日期为2024年国际商务协议英文版翻译示例之日期,具体日期由双方共同商定。
2. 定义与解释2.1 专业术语(1)产品:指乙方根据甲方要求提供的商品或服务。
(2)交付:指乙方按照本协议约定,将产品转移给甲方占有或使用的行为。
2.2 地点与日期本协议项下的一切活动,包括但不限于交付、付款、争议解决等,均在本协议约定的地点进行。
2.3 涉及的组织与个人本协议涉及的包括但不限于甲乙双方的工作人员、负责人、代表、代理人等。
(2004)《国际统一私法协会国际商事合同通则》第一章总则第1.1 条(缔约自由)第1.2 条(无形式要求第1.3 条(合同的约束性)第1.4 条(强制性规则)第1.5 条(当事人排除或修改通则)第1.6 条(《通则》的解释和补充)第1.7 条(诚实信用和公平交易)第1.8 条(不一致的行为)第1.9 条(惯例和习惯做法)第1.10 条(通知)第1.11 条(定义)第1.12 条(当事人规定的时间的计算)第二章合同的订立与代理权第一节合同的订立第2.1.1 条(订立的形式)第2.1.2 条(要约的定义)第2.1.3 条(要约的撤回)第2.1.4 条(要约的撤销)第2.1.5 条(要约的拒绝)第2.1.6 条(承诺的方式)第2.1.7 条(承诺的时间)第2.1.8 条(规定期限内的承诺)第2.1.9 条(逾期承诺与传递延迟)第2.1.10 条(承诺的撤回)第2.1.11 条(变更的承诺)第2.1.12 条(书面确认)第2.1.13 条(合同的订立基于对特定事项或以特定形式达成的协议)第2.1.14 条(特意待定的合同条款)第2.1.15 条(恶意谈判)第2.1.16 条(保密义务)第2.1.17 条(合并条款)第2.1.18 条(书面变更条款)第2.1.19 条(按标准条款订立合同)第2.1.20 条(意外条款)第2.1.21 条(标准条款与非标准条款的冲突)第2.1.22 条(格式合同之争)第二节代理人的权限第2.2.1 条(本节的范围)第2.2.2 条(代理权的确定及其范围)第2.2.3 条(显名代理)第2.2.4 条(隐名代理)第2.2.5 条(代理人无权代理或超越代理权限的代理)第2.2.6 条(代理人无权代理或超越代理权限行为的责任)第2.2.7 条(利益冲突)第2.2.8 条(转委托)第2.2.9 条(追认)第2.2.10 条(代理权限的终止)第三章合同的效力第3.1 条(未涉及的事项)第3.2 条(协议的效力)第3.3 条(自始不能)第3.4条(“错误”的定义)第3.5 条(相关错误)第3.6 条(表述或传达中的错误)第3.7 条(对不履行的救济)第3.8 条(欺诈)第3.9 条(胁迫)第3.10 条(重大失衡)第3.11 条(第三人)第3.12条(确认)第3.13 条(丧失宣告合同无效的权利)第3.14 条(宣告合同无效的通知)第3.15 条(时间期限)第3.16 条(部分无效)第3.17 条(宣告合同无效的溯及力)第3.18 条(损害赔偿)第3.19 条(本章规定的强制性)第3.20 条(单方声明)第四章合同的解释第4.1 条(当事人的意图)第4.2 条(对陈述和其他行为的解释)第4.3 条(相关情况)第4.4 条(依合同或陈述的整体考虑)第4.5 条(给予所有条款以效力)第4.6 条(对条款提议人不利规则)第4.7 条(语言差异)第4.8 条(补充空缺条款)第五章合同的内容第一节合同的内容第5.1.1 条(明示和默示的义务)第5.1.2 条(默示的义务)第5.1.3 条(当事人之间的合作)第5.1.4 条(获取特定结果的义务和尽最大努力的义务)第5.1.5 条(确定所涉义务种类)第5.1.6 条(确定履行的质量)第5.1.7 条(价格的确定)第5.1.8 条(未定期限的合同)第5.1.9 条(合意免除)第二节第三人权利第5.2.1 条(有利于第三方的合同)第5.2.2 条(可以确定的第三人)第5.2.3 条(排除和限制条款)第5.2.4 条(抗辩)第5.2.5 条(撤销)第5.2.6 条(弃权)第六章合同的履行第一节一般履行第6.1.1 条(履行时间)第6.1.2 条(一次或分期履行)第6.1.3 条(部分履行)第6.1.4 条(履行顺序)第6.1.5 条(提前履行)第6.1.6 条(履行地)第6.1.7 条(以支票或其他票据付款)第6.1.8 条(转帐付款)第6.1.9 条(付款货币)第6.1.10 条(未规定货币)第6.1.11 条(履行的费用)第6.1.12 条(指定清偿)第6.1.13 条(非金钱债务的指定清偿)第6.1.14 条(申请公共许可)第6.1.15 条(申请许可的程序)第6.1.16 条(既未批准又未拒绝许可)第6.1.17 条(拒绝许可)第二节艰难情形第6.2.1 条(遵守合同)第6.2.2 条(艰难的定义)第6.2.3 条(艰难的效果)第七章不履行第一节总则第7.1.1 条(不履行的定义)第7.1.2 条(另一方当事人的干预)第7.1.3 条(拒绝履行)第7.1.4 条(不履行方的补救)第7.1.5 条(履行的额外期限)第7.1.6 条(免责条款)第7.1.7 条(不可抗力)第二节要求履行的权利第7.2.1 条(金钱债务的履行)第7.2.2 条(非金钱债务的履行)第7.2.3 条(对瑕疵履行的修补和替代)第7.2.4 条(法庭判决的罚金)第7.2.5 条(救济的变更)第三节合同的终止第7.3.1 条(终止合同的权利)第7.3.2 条(终止通知)第7.3.3 条(预期不履行)第7.3.4 条(如约履行的充分保证)第7.3.5 条(终止合同的一般效果)第7.3.6 条(恢复原状)第四节损害赔偿第7.4.1 条(损害赔偿的权利)第7.4.2 条(完全赔偿)第7.4.3 条(损害的肯定性)第7.4.4 条(损害的可预见性)第7.4.5 条(存在替代交易时损害的证明)第7.4.6 条(依时价确定损害的证明)第7.4.7 条(部分归咎于受损害方当事人的损害)第7.4.8 条(损害的减轻)第7.4.9 条(未付金钱债务的利息)第7.4.10 条(损害赔偿的利息)第7.4.11 条(金钱赔偿的方式)第7.4.12 条(估算损害赔偿金的货币)第7.4.13 条(对不履行所约定的付款)第八章抵销第8.1 条(抵销的条件)第8.2 条(外国货币的抵销)第8.3 条(以通知方式抵销)第8.4 条(通知的内容)第8.5 条(抵销的效力)第九章权利的转让、义务的转移与合同的转让第一节权利的转让第9.1.1 条(定义)第9.1.2 条(排除适用)第9.1.3 条(非金钱债权的可转让性)第9.1.4 条(部分转让)第9.1.5 条(未来权利)第9.1.6 条(不经个别指定被转让的权利)第9.1.7 条(转让人与受让人的协议足够)第9.1.8 条(债务人的额外费用)第9.1.9 条(不转让条款)第9.1.10 条(对债务人的通知)第9.1.11 条(连续转让)第9.1.12 条(转让的充分证据)第9.1.13 条(抗辩权和抵销权)第9.1.14 条(与被转让权利相关的权利)第9.1.15 条(转让人的保证)第二节义务的转移第9.2.1 条(转移的方式)第9.2.2 条(排除适用)第9.2.3 条(债权人同意转让的要求)第9.2.4 条(债权人的预先同意)第9.2.5 条(原债务人的义务免除)第9.2.6 条(第三方履行)第9.2.7 条(抗辩和抵销权)第9.2.8 条(与被转移义务相关的权利)第三节合同的转让第9.3.1 条(定义)第9.3.2 条(排除适用)第9.3.3 条(另一方的同意要求)第9.3.4 条(另一方的预先同意)第9.3.5 条(转让人的义务免除)第9.3.6 条(抗辩权与抵销权)第9.3.7 条(随合同转让的权利)第十章时效期间第10.1 条(本章范围)第10.2 条(时效期间)第10.3 条(合同当事方对时效期间的更改)第10.4 条(因承认而使时效期间重新起算)第10.5 条(司法程序引起的时效中止)第10.6 条(仲裁程序引起的中止)第10.7 条(替代性争议解决方式)第10.8 条(不可抗力,死亡或丧失行为能力引起的中止)第10.9 条(时效期间届满的效力)第10.10 条(时效期问届满后抵销权的行使)第10.11 条(恢复原状)序言PREAMBLE ( 通则的目的)(Purpose of the Principles) 通则旨在为国际商事合同制定一般规则。
《国际统一私法协会国际商事合同通则》(2004)(中英对照) 《国际统一私法协会国际商事合同通则》(2004)第一章总则第1.1条 (缔约自由)第1.2条 (无形式要求第1.3条 (合同的约束性)第1.4条 (强制性规则)第1.5条 (当事人排除或修改通则)第1.6条 (《通则》的解释和补充)第1.7条 (诚实信用和公平交易)第1.8条 (不一致的行为)第1.9条 (惯例和习惯做法)第1.10条 (通知)第1.11条 (定义)第1.12条 (当事人规定的时间的计算)第二章合同的订立与代理权第一节合同的订立第2.1.1条 (订立的形式)第2.1.2条 (要约的定义)第2.1.3条 (要约的撤回)第2.1.4条 (要约的撤销)第2.1.5条 (要约的拒绝)第2.1.6条 (承诺的方式)第2.1.7条 (承诺的时间)第2.1.8条 (规定期限内的承诺)第2.1.9条 (逾期承诺与传递延迟)第2.1.10条 (承诺的撤回)第2.1.11条 (变更的承诺)第2.1.12条 (书面确认)第2.1.13条 (合同的订立基于对特定事项或以特定形式达成的协议) 第2.1.14条 (特意待定的合同条款)第2.1.15条 (恶意谈判)第2.1.16条 (保密义务)第2.1.17条 (合并条款)第2.1.18条 (书面变更条款)第2.1.19条 (按标准条款订立合同)第2.1.20条 (意外条款)第2.1.21条 (标准条款与非标准条款的冲突)第2.1.22条 (格式合同之争)第二节代理人的权限第2.2.1条 (本节的范围)第2.2.2条 (代理权的确定及其范围)第2.2.3条 (显名代理)1第2.2.4条 (隐名代理)第2.2.5条 (代理人无权代理或超越代理权限的代理)第2.2.6条 (代理人无权代理或超越代理权限行为的责任)第2.2.7条 (利益冲突)第2.2.8条 (转委托)第2.2.9条 (追认)第2.2.10条 (代理权限的终止)第三章合同的效力第3.1条 (未涉及的事项)第3.2条 (协议的效力)第3.3条 (自始不能)第3.4条(“错误”的定义)第3.5条 (相关错误)第3.6条 (表述或传达中的错误)第3.7条 (对不履行的救济)第3.8条 (欺诈)第3.9条 (胁迫)第3.10条 (重大失衡)第3.11条 (第三人)第3.12条 (确认)第3.13条 (丧失宣告合同无效的权利) 第3.14条 (宣告合同无效的通知)第3.15条 (时间期限)第3.16条 (部分无效)第3.17条 (宣告合同无效的溯及力) 第3.18条 (损害赔偿)第3.19条 (本章规定的强制性)第3.20条 (单方声明)第四章合同的解释第4.1条 (当事人的意图)第4.2条 (对陈述和其他行为的解释)第4.3条 (相关情况)第4.4条 (依合同或陈述的整体考虑)第4.5条 (给予所有条款以效力)第4.6条 (对条款提议人不利规则)第4.7条 (语言差异)第4.8条 (补充空缺条款)第五章合同的内容第一节合同的内容第5.1.1条 (明示和默示的义务)第5.1.2条 (默示的义务)2第5.1.3条 (当事人之间的合作)第5.1.4条 (获取特定结果的义务和尽最大努力的义务) 第5.1.5条 (确定所涉义务种类)第5.1.6条 (确定履行的质量)第5.1.7条 (价格的确定)第5.1.8条 (未定期限的合同)第5.1.9条 (合意免除)第二节第三人权利第5.2.1条 (有利于第三方的合同)第5.2.2条 (可以确定的第三人)第5.2.3条 (排除和限制条款)第5.2.4条 (抗辩)第5.2.5条 (撤销)第5.2.6条 (弃权)第六章合同的履行第一节一般履行第6.1.1条 (履行时间)第6.1.2条 (一次或分期履行)第6.1.3条 (部分履行)第6.1.4条 (履行顺序)第6.1.5条 (提前履行)第6.1.6条 (履行地)第6.1.7条 (以支票或其他票据付款) 第6.1.8条 (转帐付款)第6.1.9条 (付款货币)第6.1.10条 (未规定货币)第6.1.11条 (履行的费用)第6.1.12条 (指定清偿)第6.1.13条 (非金钱债务的指定清偿) 第6.1.14条 (申请公共许可)第6.1.15条 (申请许可的程序)第6.1.16条 (既未批准又未拒绝许可) 第6.1.17条 (拒绝许可)第二节艰难情形第6.2.1条 (遵守合同)第6.2.2条 (艰难的定义)第6.2.3条 (艰难的效果)第七章不履行第一节总则第7.1.1条 (不履行的定义)第7.1.2条 (另一方当事人的干预)3第7.1.3条 (拒绝履行)第7.1.4条 (不履行方的补救)第7.1.5条 (履行的额外期限)第7.1.6条 (免责条款)第7.1.7条 (不可抗力)第二节要求履行的权利第7.2.1条 (金钱债务的履行)第7.2.2条 (非金钱债务的履行)第7.2.3条 (对瑕疵履行的修补和替代)第7.2.4条 (法庭判决的罚金)第7.2.5条 (救济的变更)第三节合同的终止第7.3.1条 (终止合同的权利)第7.3.2条 (终止通知)第7.3.3条 (预期不履行)第7.3.4条 (如约履行的充分保证)第7.3.5条 (终止合同的一般效果)第7.3.6条 (恢复原状)第四节损害赔偿第7.4.1条 (损害赔偿的权利)第7.4.2条 (完全赔偿)第7.4.3条 (损害的肯定性)第7.4.4条 (损害的可预见性)第7.4.5条 (存在替代交易时损害的证明)第7.4.6条 (依时价确定损害的证明)第7.4.7条 (部分归咎于受损害方当事人的损害) 第7.4.8条 (损害的减轻)第7.4.9条 (未付金钱债务的利息)第7.4.10条 (损害赔偿的利息)第7.4.11条 (金钱赔偿的方式)第7.4.12条 (估算损害赔偿金的货币)第7.4.13条 (对不履行所约定的付款)第八章抵销第8.1条 (抵销的条件)第8.2条 (外国货币的抵销)第8.3条 (以通知方式抵销)第8.4条 (通知的内容)第8.5条 (抵销的效力)第九章权利的转让、义务的转移与合同的转让第一节权利的转让第9.1.1条 (定义)第9.1.2条 (排除适用)第9.1.3条 (非金钱债权的可转让性)4第9.1.4条 (部分转让)第9.1.5条 (未来权利)第9.1.6条 (不经个别指定被转让的权利) 第9.1.7条 (转让人与受让人的协议足够) 第9.1.8条 (债务人的额外费用)第9.1.9条 (不转让条款)第9.1.10条 (对债务人的通知)第9.1.11条 (连续转让)第9.1.12条 (转让的充分证据)第9.1.13条 (抗辩权和抵销权)第9.1.14条 (与被转让权利相关的权利) 第9.1.15条 (转让人的保证)第二节义务的转移第9.2.1条 (转移的方式)第9.2.2条 (排除适用)第9.2.3条 (债权人同意转让的要求)第9.2.4条 (债权人的预先同意)第9.2.5条 (原债务人的义务免除)第9.2.6条 (第三方履行)第9.2.7条 (抗辩和抵销权)第9.2.8条 (与被转移义务相关的权利)第三节合同的转让第9.3.1条 (定义)第9.3.2条 (排除适用)第9.3.3条 (另一方的同意要求)第9.3.4条 (另一方的预先同意)第9.3.5条 (转让人的义务免除)第9.3.6条 (抗辩权与抵销权)第9.3.7条 (随合同转让的权利)第十章时效期间第10.1条 (本章范围)第10.2条 (时效期间)第10.3条 (合同当事方对时效期间的更改)第10.4条 (因承认而使时效期间重新起算)第10.5条 (司法程序引起的时效中止)第10.6条 (仲裁程序引起的中止)第10.7条 (替代性争议解决方式)第10.8条 (不可抗力,死亡或丧失行为能力引起的中止) 第10.9条 (时效期间届满的效力)第10.10条 (时效期问届满后抵销权的行使)第10.11条 (恢复原状)5序言PREAMBLE(通则的目的)(Purpose of the Principles)通则旨在为国际商事合同制定一般规则。
20XX 专业合同封面COUNTRACT COVER甲方:XXX乙方:XXX2024年国际商务协议英文版翻译示例版B版本合同目录一览1. 翻译服务范围1.1 翻译文件类型1.2 翻译语言版本1.3 翻译质量标准2. 翻译时间和进度安排2.1 翻译完成时间2.2 翻译进度报告2.3 翻译修改和润色3. 翻译费用和支付方式3.1 翻译费用金额3.2 支付时间和方式3.3 翻译费用调整4. 翻译人员的资格和经验4.1 翻译人员资格4.2 翻译人员经验4.3 翻译团队管理5. 翻译资料的保密和保护5.1 保密义务5.2 资料保护措施5.3 保密期限6. 翻译成果的版权和使用6.1 翻译成果版权6.2 翻译成果使用范围6.3 翻译成果修改和再授权7. 违约责任7.1 翻译服务未按期完成 7.2 翻译质量不符合约定7.3 翻译资料泄露或遗失8. 争议解决方式8.1 协商解决8.2 调解解决8.3 仲裁解决8.4 法律途径9. 其他约定9.1 合同的生效和终止9.2 合同的修改和补充9.3 通知和送达10. 适用法律和管辖10.1 适用法律10.2 合同争议的管辖11. 合同的签订和生效11.1 合同签订地点和时间 11.2 合同的副本和正本11.3 合同的生效条件12. 双方信息12.1 翻译服务提供方信息12.2 翻译服务需求方信息13. 附件13.1 翻译文件清单13.2 翻译质量评估标准13.3 保密协议14. 签署页14.1 翻译服务提供方签署 14.2 翻译服务需求方签署第一部分:合同如下:第一条翻译服务范围1.1 翻译文件类型1.1.1 商业报告1.1.2 合同文件1.1.3 会议纪要1.1.4 技术手册1.2 翻译语言版本1.2.1 英语至中文1.2.2 中文至英语1.2.3 其他语言版本(具体语种列表)1.3 翻译质量标准1.3.1 准确性1.3.2 流畅性1.3.3 专业术语的正确使用1.3.4 符合原文意图1.3.5 校对和润色第二条翻译时间和进度安排2.1 翻译完成时间2.1.1 按文件类型和页数计算的完成时间表 2.1.2 特定文件的交付日期2.2 翻译进度报告2.2.1 定期进度更新2.2.2 里程碑和关键阶段的报告2.3 翻译修改和润色2.3.1 客户反馈的整合2.3.2 内部质量控制流程2.3.3 最终审校和润色第三条翻译费用和支付方式3.1 翻译费用金额3.1.1 根据文件类型和页数定价3.1.2 附加服务的费用计算3.2 支付时间和方式3.2.1 预付款的百分比和期限3.2.2 剩余费用的支付日期3.2.3 支付方式(如银行转账、等) 3.3 翻译费用调整3.3.1 变更服务内容的费用调整3.3.2 额外工作量的费用计算第四条翻译人员的资格和经验4.1 翻译人员资格4.1.1 语言学位或相关资格证书4.1.2 专业领域的工作经验4.2 翻译人员经验4.2.1 翻译相关行业经验4.2.2 特定主题的翻译项目经验4.3 翻译团队管理4.3.1 团队成员的分工和职责4.3.2 质量保证流程第五条翻译资料的保密和保护5.1 保密义务5.1.1 对客户资料的保密5.1.2 对翻译成果的保密5.2 资料保护措施5.2.1 资料存储和访问控制 5.2.2 网络安全措施5.3 保密期限5.3.1 资料的保密期限5.3.2 保密期限的延长条件第六条翻译成果的版权和使用6.1 翻译成果版权6.1.1 版权归属6.1.2 版权转让条件6.2 翻译成果使用范围6.2.1 指定用途6.2.2 额外使用的许可条件 6.3 翻译成果修改和再授权6.3.1 对翻译成果的修改6.3.2 翻译成果的再授权流程第八条违约责任8.1 翻译服务未按期完成8.1.1 延迟交付的罚则8.1.2 延迟交付的补救措施 8.2 翻译质量不符合约定8.2.1 质量问题的界定8.2.2 质量问题的补救措施 8.3 翻译资料泄露或遗失8.3.1 资料泄露或遗失的责任 8.3.2 资料泄露或遗失的赔偿第九条争议解决方式9.1 协商解决9.1.1 双方协商的期限9.1.2 协商不成的后续步骤 9.2 调解解决9.2.1 调解机构的选定9.2.2 调解结果的效力9.3 仲裁解决9.3.1 仲裁机构的选定9.3.2 仲裁程序和裁决的执行 9.4 法律途径9.4.1 诉讼管辖法院9.4.2 法律诉讼的程序和时效第十条其他约定10.1 合同的生效和终止10.1.1 合同生效的条件10.1.2 合同终止的情形10.2 合同的修改和补充10.2.1 合同修改的程序10.2.2 合同补充的内容10.3 通知和送达10.3.1 通知的方式和时限10.3.2 送达地址的确认第十一条适用法律和管辖11.1 适用法律11.1.1 合同适用的法律体系 11.1.2 法律冲突的处理原则 11.2 合同争议的管辖11.2.1 争议解决的地理位置 11.2.2 管辖法律的适用第十二条合同的签订和生效12.1 合同签订地点和时间12.1.1 签订地点的确认12.1.2 签订时间的记录12.2 合同的副本和正本12.2.1 合同副本的制作和分发 12.2.2 合同正本的使用和保存 12.3 合同的生效条件12.3.1 生效条件的满足12.3.2 生效时间的确定第十三条双方信息13.1 翻译服务提供方信息13.1.1 法律实体信息13.1.2 联系人和联系方式13.2 翻译服务需求方信息13.2.1 法律实体信息13.2.2 联系人和联系方式第十四条附件14.1 翻译文件清单14.1.1 文件名称和编号14.1.2 文件内容和页数14.2 翻译质量评估标准14.2.1 质量评估的指标和方法 14.2.2 质量评估的流程和时限 14.3 保密协议14.3.1 保密协议的内容14.3.2 保密协议的签署和生效第二部分:其他补充性说明和解释说明一:附件列表:附件1:翻译文件清单1.1 商业报告示例文件1.2 合同文件模板1.3 会议纪要样本1.4 技术手册样本附件2:翻译质量评估标准2.1 准确性评估表2.2 流畅性评估表2.3 专业术语使用评估表2.4 符合原文意图评估表2.5 校对和润色评估表附件3:保密协议3.1 保密协议3.2 保密协议签署页说明二:违约行为及责任认定:违约行为:1. 翻译服务未按期完成1.1 延迟交付的罚则:按照合同约定的金额的1% per day 计算违约金。
20XX 专业合同封面COUNTRACT COVER甲方:XXX乙方:XXX2024年国际商业合作合同英文版一本合同目录一览1. 合同主体与范围1.1 主体确认1.2 合作范围2. 合作内容2.1 产品或服务2.2 合作方式3. 合同期限3.1 开始日期3.2 结束日期4. 权利与义务4.1 权利分配4.2 义务履行5. 技术与合作支持5.1 技术标准5.2 支持服务6. 商业机密与知识产权6.1 商业机密保护6.2 知识产权归属7. 价格与支付条款7.1 价格确定7.2 支付方式8. 质量保证8.1 质量标准8.2 质量控制9. 违约责任9.1 违约行为9.2 责任承担10. 争议解决10.1 争议类型10.2 解决方式11. 法律适用11.1 法律选择11.2 司法管辖12. 合同的变更与终止12.1 变更条件12.2 终止条件13. 通知与送达13.1 通知方式13.2 送达地址14. 合同的生效与份数14.1 生效条件14.2 份数说明第一部分:合同如下:1. 合同主体与范围1.1 主体确认甲方: [甲方全称]乙方: [乙方全称]双方同意,甲方为产品或服务的提供方,乙方为产品或服务的接受方。
1.2 合作范围双方同意按照本合同约定的条款和条件,甲方将为乙方提供 [具体产品或服务],乙方将接受甲方提供的上述产品或服务。
2. 合作内容2.1 产品或服务[详细描述产品或服务的性质、数量、质量、技术标准等]2.2 合作方式[详细描述双方的合作流程、合作步骤、各自的责任和义务等]3. 合同期限3.1 开始日期本合同自双方签署之日起生效,即 [开始日期]。
3.2 结束日期本合同的合作期限为 [合作期限],即自 [开始日期] 至 [结束日期]。
4. 权利与义务4.1 权利分配甲方权利:[详细描述甲方的权利,如销售权、知识产权保护权等]乙方权利:[详细描述乙方的权利,如使用产品或服务的权利、要求甲方提供技术支持的权力等]4.2 义务履行甲方义务:[详细描述甲方的义务,如提供合格的产品或服务、提供必要的技术支持等]乙方义务:[详细描述乙方的义务,如支付货款、协助甲方进行产品推广等]5. 技术与合作支持5.1 技术标准[详细描述产品或服务的技术标准、质量要求等]5.2 支持服务[详细描述甲方应提供的支持服务,如技术培训、售后服务等]6. 商业机密与知识产权6.1 商业机密保护双方同意对在合作过程中获得的商业机密予以保密,并遵守相关的法律法规。
联合国国际货物买卖合同公约英语全文共3篇示例,供读者参考篇1United Nations Convention on Contracts for the International Sale of Goods (CISG)The United Nations Convention on Contracts for the International Sale of Goods, also known as the Vienna Convention, is a treaty that governs international sales contracts. It was adopted by the United Nations in 1980 and has since been ratified by over 90 countries around the world. The purpose of the CISG is to provide a uniform set of rules for the sale of goods between parties located in different countries, in order to promote international trade and reduce legal uncertainty.The CISG applies to contracts for the sale of goods between parties located in different countries, provided that both countries are signatories to the convention. It does not apply to contracts for the sale of services, real estate, or intangible assets.One of the key features of the CISG is its principle of party autonomy, which allows the parties to tailor the terms of their contract to suit their specific needs. However, the conventionalso sets out certain default rules that apply in the absence of any agreement between the parties. For example, the CISG provides rules on the formation of the contract, the obligations of the buyer and seller, and the remedies available in the event of a breach of contract.The CISG also contains provisions on the interpretation of the contract, the calculation of damages, and the limitation of liability. One of the most important aspects of the convention is its rules on the passing of risk, which determine when the risk of loss or damage to the goods passes from the seller to the buyer.Overall, the CISG is a valuable tool for international traders, providing a set of rules that govern their transactions and help to resolve disputes in a fair and efficient manner. By promoting uniformity and certainty in international sales contracts, the CISG has helped to facilitate the growth of global trade and contribute to economic development around the world.篇2United Nations Convention on Contracts for the International Sale of GoodsThe United Nations Convention on Contracts for the International Sale of Goods (CISG) is a treaty that provides acomprehensive international framework for regulating contracts for the sale of goods between parties located in different countries. The CISG was adopted in 1980 and has been ratified by over 90 countries, making it one of the most widely accepted international agreements governing international trade.The CISG is designed to promote the development of international trade by establishing a uniform set of rules that govern the formation of contracts, the rights and obligations of the parties, and the remedies available in case of breach. The CISG applies to contracts for the sale of goods between parties located in different countries, unless the parties expressly exclude its application.One of the key principles of the CISG is the principle of party autonomy, which allows the parties to tailor their contract to meet their specific needs and requirements. However, the CISG also provides default rules that apply in the absence of any agreement between the parties. For example, under the CISG, the seller is generally responsible for delivering goods that conform to the contract, while the buyer is responsible for paying the purchase price in a timely manner.Another important feature of the CISG is its provisions on the formation of contracts. The CISG provides rules on offer andacceptance, the communication of acceptance, and the time at which an acceptance takes effect. These rules help to ensure that contracts are formed in a clear and efficient manner, reducing the risk of misunderstandings and disputes between the parties.In the event of a breach of contract, the CISG provides a range of remedies that are intended to compensate the injured party and restore the parties to the position they would have been in if the contract had been properly performed. These remedies include damages for breach of contract, specific performance, and the right to avoid the contract in certain circumstances.Overall, the CISG represents an important step towards the harmonization of international trade law, providing a consistent set of rules that govern contracts for the sale of goods between parties located in different countries. By promoting certainty and predictability in international trade transactions, the CISG helps to facilitate cross-border commerce and encourage greater economic cooperation between countries around the world.篇3United Nations Convention on Contracts for the International Sale of Goods (CISG) is an agreement that aims toharmonize international trade law, particularly regarding the sale of goods between different countries. This convention was adopted by the United Nations in 1980 and has since been ratified by over 90 countries.The CISG provides a set of rules governing the formation of contracts, the obligations of the seller and the buyer, the remedies available in case of breach of contract, and the interpretation of contractual terms. It covers a wide range of issues that may arise in international sales transactions, including the delivery of goods, payment terms, and the transfer of risk from the seller to the buyer.One of the key principles of the CISG is the principle of party autonomy, which allows the parties to tailor their contract to suit their specific needs. This means that the CISG provides a default set of rules that apply in the absence of any agreement to the contrary. However, the parties are free to opt out of the CISG or to modify its provisions to better reflect their intentions.Another important feature of the CISG is its focus on promoting certainty and predictability in international trade. By providing a uniform set of rules that apply across different legal systems, the CISG helps to reduce the risks and costs associated with cross-border transactions. This can be particularly beneficialfor small and medium-sized enterprises that may not have the resources to navigate the complexities of international trade law.In conclusion, the CISG plays a crucial role in facilitating international trade and promoting economic growth. By providing a transparent and predictable framework for the sale of goods between different countries, the CISG helps to foster trust and confidence among parties to a contract. As a result, the CISG has become an essential tool for businesses looking to expand their operations beyond national borders and take advantage of the opportunities offered by the global marketplace.。
20XX 专业合同封面COUNTRACT COVER甲方:XXX乙方:XXX2024年国际商业交易标准中英文协议文档版本合同目录一览第一条协议范围与定义1.1 范围1.2 定义第二条合同主体2.1 主体资格2.2 主体权利与义务第三条交易内容3.1 商品或服务描述3.2 数量与质量3.3 价格与支付方式第四条交付与运输4.1 交付方式4.2 运输条款4.3 风险转移时间第五条检验与验收5.1 检验标准5.2 验收程序第六条违约责任6.1 违约行为6.2 违约责任计算6.3 违约解决方式第七条争议解决7.1 争议解决方式7.2 仲裁地点与机构7.3 适用法律第八条合同的生效、变更与终止8.1 生效条件8.2 合同变更8.3 合同终止第九条保密条款9.1 保密信息范围9.2 保密义务与期限第十条不可抗力10.1 不可抗力事件10.2 不可抗力后果第十一条法律适用与争议解决11.1 法律适用11.2 争议解决第十二条合同的附件12.1 附件清单12.2 附件的有效性第十三条合同的签署与副本13.1 签署方式13.2 合同副本数量第十四条其他条款14.1 附加条款14.2 附录第一部分:合同如下:第一条协议范围与定义1.1 范围本协议是双方就商品或服务的交易达成的明确约定,包括但不限于订单履行、交付、支付、质量保证等所有相关事宜。
1.2 定义(a) "甲方"指合同中买方的实体或个人。
(b) "乙方"指合同中卖方的实体或个人。
(c) "商品"指甲方购买的乙方所提供的具体物品。
(d) "服务"指乙方提供的与商品相关的任何服务。
(e) "交付"指乙方将商品或服务的控制权移交给甲方。
(f) "生效日期"指本协议被双方签署的日期。
第二条合同主体2.1 主体资格甲方应具备合法的购买和消费商品或服务的权利和能力;乙方应具备合法生产和销售商品或提供服务的权利和能力。
UNIDROIT PRINCIPLES OF INTERNATIONALCOMMERCIAL CONTRACTS 2010P REAMBLE(Purpose of the Principles)These Principles set forth general rules for international commercial contracts.They shall be applied when the parties have agreed that their contract be governedby them.(*)They may be applied when the parties have agreed that their contract be governed bygeneral principles of law, the lex mercatoria or the like.They may be applied when the parties have not chosen any law to govern theircontract.They may be used to interpret or supplement international uniform law instruments.They may be used to interpret or supplement domestic law.They may serve as a model for national and international legislators.C HAPTER 1—G ENERAL P ROVISIONSA RTICLE 1.1(Freedom of contract)The parties are free to enter into a contract and to determine its content.A RTICLE 1.2(No form required)Nothing in these Principles requires a contract, statement or any other act to be madein or evidenced by a particular form. It may be proved by any means, includingwitnesses.A RTICLE 1.3(Binding character of contract)A contract validly entered into is binding upon the parties. It can only be modified orterminated in accordance with its terms or by agreement or as otherwise provided inthese Principles.A RTICLE 1.4(Mandatory rules)Nothing in these Principles shall restrict the application of mandatory rules, whetherof national, international or supranational origin, which are applicable in accordancewith the relevant rules of private international law.(*) Parties wishing to provide that their agreement be governed by the Principles mightuse the following words, adding anydesired exceptions or modifications:“This contract shall be governed by the U NIDROIT Principles (2010) [except asto Articles …]”.Parties wishing to provide in addition for the application of the law of a particularjurisdiction might use the following words:“This contract shall be governed by the U NIDROIT Principles (2010) [except asto Articles…], supplemented when necessary by the law of [jurisdiction X]”.1U NIDROIT Principles2A RTICLE 1.5(Exclusion or modification by the parties)The parties may exclude the application of these Principles or derogate from or varythe effect of any of their provisions, except as otherwise provided in the Principles.A RTICLE 1.6(Interpretation and supplementation of the Principles)(1) In the interpretation of these Principles, regard is to be had to their international character and to their purposes including the need to promote uniformity in their application.(2) Issues within the scope of these Principles but not expressly settled by them are as far as possible to be settled in accordance with their underlying general principles.A RTICLE 1.7(Good faith and fair dealing)(1) Each party must act in accordance with good faith and fair dealing in international trade.(2) The parties may not exclude or limit this duty.A RTICLE 1.8(Inconsistent behaviour)A party cannot act inconsistently with an understanding it has caused the other party to have and upon which that other party reasonably has acted in reliance to its detriment.A RTICLE 1.9(Usages and practices)(1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves.(2) The parties are bound by a usage that is widely known to and regularly observed in international trade by parties in the particular trade concerned except where the application of such a usage would be unreasonable.A RTICLE 1.10(Notice)(1) Where notice is required it may be given by any means appropriate to the circumstances.(2) A notice is effective when it reaches the person to whom it is given.(3) For the purpose of paragraph (2) a notice “reaches” a person when given to that person orally or delivered at that person’s place of business or mailing address.(4) For the purpose of this Article “notice” includes a declaration, demand, request or any other communication of intention.A RTICLE 1.11(Definitions)In these Principles– “court” includes an arbitral tribunal;– where a party has more than one place of business the relevant “place of business” is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;– “obligor” refers to the party who is to perform an obligation and “obligee” refers to the party who is entitled to performance of that obligation.– “writing” means any mode of communication that preserves a record of the information contained therein and is capable of being reproduced in tangible form.A RTICLE 1.12(Computation of time set by parties)(1) Official holidays or non-business days occurring during a period set by parties for an act to be performed are included in calculating the period.(2) However, if the last day of the period is an official holiday or a non-business day at the place of business of the party to perform the act, the period is extended until the first business day which follows, unless the circumstances indicate otherwise.(3) The relevant time zone is that of the place of business of the party setting the time, unless the circumstances indicate otherwise.C HAPTER 2—F ORMATION AND A UTHORITY OF A GENTSS ECTION 1:F ORMATIONA RTICLE 2.1.1(Manner of formation)A contract may be concluded either by the acceptance of an offer or by conduct of the parties that is sufficient to show agreement.A RTICLE 2.1.2(Definition of offer)A proposal for concluding a contract constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance.A RTICLE 2.1.3(Withdrawal of offer)(1) An offer becomes effective when it reaches the offeree.(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.A RTICLE 2.1.4(Revocation of offer)(1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before it has dispatched an acceptance.(2) However, an offer cannot be revoked(a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.A RTICLE 2.1.5(Rejection of offer)An offer is terminated when a rejection reaches the offeror.A RTICLE 2.1.6(Mode of acceptance)(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.(2) An acceptance of an offer becomes effective when the indication of assent reaches the offeror.3U NIDROIT Principles4 (3) However, if, by virtue of the offer or as a result of practices which the partieshave established between themselves or of usage, the offeree may indicate assent by performing an act without notice to the offeror, the acceptance is effective when the act is performed.A RTICLE 2.1.7(Time of acceptance)An offer must be accepted within the time the offeror has fixed or, if no time is fixed, within a reasonable time having regard to the circumstances, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.A RTICLE 2.1.8(Acceptance within a fixed period of time)A period of acceptance fixed by the offeror begins to run from the time that the offer is dispatched. A time indicated in the offer is deemed to be the time of dispatch unless the circumstances indicate otherwise.A RTICLE 2.1.9(Late acceptance. Delay in transmission)(1) A late acceptance is nevertheless effective as an acceptance if without undue delay the offeror so informs the offeree or gives notice to that effect.(2) If a communication containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without undue delay, the offeror informs the offeree that it considers the offer as having lapsed.A RTICLE 2.1.10(Withdrawal of acceptance)An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.A RTICLE 2.1.11(Modified acceptance)(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-of-fer.(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects to the discrepancy. If the offeror does not object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.A RTICLE 2.1.12(Writings in confirmation)If a writing which is sent within a reasonable time after the conclusion of the contract and which purports to be a confirmation of the contract contains additional or different terms, such terms become part of the contract, unless they materially alter the contract or the recipient, without undue delay, objects to the discrepancy.A RTICLE 2.1.13(Conclusion of contract dependent on agreement on specific mattersor in a particular form)Where in the course of negotiations one of the parties insists that the contract is not concluded until there is agreement on specific matters or in a particular form, no contract is concluded before agreement is reached on those matters or in that form.A RTICLE 2.1.14(Contract with terms deliberately left open)(1) If the parties intend to conclude a contract, the fact that they intentionally leave a term to be agreed upon in further negotiations or to be determined by a third person does not prevent a contract from coming into existence.(2) The existence of the contract is not affected by the fact that subsequently(a) the parties reach no agreement on the term; or(b) the third person does not determine the term,provided that there is an alternative means of rendering the term definite that is reasonable in the circumstances, having regard to the intention of the parties.A RTICLE 2.1.15(Negotiations in bad faith)(1) A party is free to negotiate and is not liable for failure to reach an agreement.(2) However, a party who negotiates or breaks off negotiations in bad faith is liable for the losses caused to the other party.(3) It is bad faith, in particular, for a party to enter into or continue negotiations when intending not to reach an agreement with the other party.A RTICLE 2.1.16(Duty of confidentiality)Where information is given as confidential by one party in the course of negotiations, the other party is under a duty not to disclose that information or to use it improperly for its own purposes, whether or not a contract is subsequently concluded. Where appropriate, the remedy for breach of that duty may include compensation based on the benefit received by the other party.A RTICLE 2.1.17(Merger clauses)A contract in writing which contains a clause indicating that the writing completely embodies the terms on which the parties have agreed cannot be contradicted or supplemented by evidence of prior statements or agreements. However, such statements or agreements may be used to interpret the writing.A RTICLE 2.1.18(Modification in a particular form)A contract in writing which contains a clause requiring any modification or termination by agreement to be in a particular form may not be otherwise modified or terminated. However, a party may be precluded by its conduct from asserting such a clause to the extent that the other party has reasonably acted in reliance on that conduct.A RTICLE 2.1.19(Contracting under standard terms)(1) Where one party or both parties use standard terms in concluding a contract, the general rules on formation apply, subject to Articles 2.1.20 - 2.1.22.5U NIDROIT Principles6 (2) Standard terms are provisions which are prepared in advance for general andrepeated use by one party and which are actually used without negotiation with the other party.A RTICLE 2.1.20(Surprising terms)(1) No term contained in standard terms which is of such a character that the other party could not reasonably have expected it, is effective unless it has been expressly accepted by that party.(2) In determining whether a term is of such a character regard shall be had to its content, language and presentation.A RTICLE 2.1.21(Conflict between standard terms and non-standard terms) In case of conflict between a standard term and a term which is not a standard term the latter prevails.A RTICLE 2.1.22(Battle of forms)Where both parties use standard terms and reach agreement except on those terms, a contract is concluded on the basis of the agreed terms and of any standard terms which are common in substance unless one party clearly indicates in advance, or later and without undue delay informs the other party, that it does not intend to be bound by such a contract.S ECTION 2:A UTHORITY OF A GENTSA RTICLE 2.2.1(Scope of the Section)(1) This Section governs the authority of a person (“the agent”) to affect the legal relations of another person (“the principal”) by or with respect to a contract with a third party, whether the agent acts in its own name or in that of the principal.(2) It governs only the relations between the principal or the agent on the one hand, and the third party on the other.(3) It does not govern an agent’s authority conferred by law or the authority of an agent appointed by a public or judicial authority.A RTICLE 2.2.2(Establishment and scope of the authority of the agent)(1) The principal’s grant of authority to an agent may be express or implied.(2) The agent has authority to perform all acts necessary in the circumstances to achieve the purposes for which the authority was granted.A RTICLE 2.2.3(Agency disclosed)(1) Where an agent acts within the scope of its authority and the third party knew or ought to have known that the agent was acting as an agent, the acts of the agent shall directly affect the legal relations between the principal and the third party and no legal relation is created between the agent and the third party.(2) However, the acts of the agent shall affect only the relations between the agent and the third party, where the agent with the consent of the principal undertakes to become the party to the contract.A RTICLE 2.2.4(Agency undisclosed)(1) Where an agent acts within the scope of its authority and the third party neither knew nor ought to have known that the agent was acting as an agent, the acts of the agent shall affect only the relations between the agent and the third party.(2) However, where such an agent, when contracting with the third party on behalf of a business, represents itself to be the owner of that business, the third party, upon discovery of the real owner of the business, may exercise also against the latter the rights it has against the agent.A RTICLE 2.2.5(Agent acting without or exceeding its authority)(1) Where an agent acts without authority or exceeds its authority, its acts do not affect the legal relations between the principal and the third party.(2) However, where the principal causes the third party reasonably to believe that the agent has authority to act on behalf of the principal and that the agent is acting within the scope of that authority, the principal may not invoke against the third party the lack of authority of the agent.A RTICLE 2.2.6(Liability of agent acting without or exceeding its authority)(1) An agent that acts without authority or exceeds its authority is, failing ratification by the principal, liable for damages that will place the third party in the same position as if the agent had acted with authority and not exceeded its authority.(2) However, the agent is not liable if the third party knew or ought to have known that the agent had no authority or was exceeding its authority.A RTICLE 2.2.7(Conflict of interests)(1) If a contract concluded by an agent involves the agent in a conflict of interests with the principal of which the third party knew or ought to have known, the principal may avoid the contract. The right to avoid is subject to Articles 3.2.9 and 3.2.11 to 3.2.15.(2) However, the principal may not avoid the contract(a) if the principal had consented to, or knew or ought to have known of, the agent’s involvement in the conflict of interests; or(b) if the agent had disclosed the conflict of interests to the principal and the latter had not objected within a reasonable time.A RTICLE 2.2.8(Sub-agency)An agent has implied authority to appoint a sub-agent to perform acts which it is not reasonable to expect the agent to perform itself. The rules of this Section apply to the sub-agency.A RTICLE 2.2.9(Ratification)(1) An act by an agent that acts without authority or exceeds its authority may be ratified by the principal. On ratification the act produces the same effects as if it had initially been carried out with authority.(2) The third party may by notice to the principal specify a reasonable period of time for ratification. If the principal does not ratify within that period of time it can no longer do so.7U NIDROIT Principles8 (3) If, at the time of the agent’s act, the third party neither knew nor ought to haveknown of the lack of authority, it may, at any time before ratification, by notice to the principal indicate its refusal to become bound by a ratification.A RTICLE 2.2.10(Termination of authority)(1) Termination of authority is not effective in relation to the third party unless the third party knew or ought to have known of it.(2) Notwithstanding the termination of its authority, an agent remains authorised to perform the acts that are necessary to prevent harm to the principal’s interests.C HAPTER 3—V ALIDITYS ECTION 1:G ENERAL P ROVISIONSA RTICLE 3.1.1(Matters not covered)This Chapter does not deal with lack of capacity.A RTICLE 3.1.2(Validity of mere agreement)A contract is concluded, modified or terminated by the mere agreement of the parties, without any further requirement.A RTICLE 3.1.3(Initial impossibility)(1) The mere fact that at the time of the conclusion of the contract the performance of the obligation assumed was impossible does not affect the validity of the contract.(2) The mere fact that at the time of the conclusion of the contract a party was not entitled to dispose of the assets to which the contract relates does not affect the validity of the contract.A RTICLE 3.1.4(Mandatory character of the provisions)The provisions on fraud, threat, gross disparity and illegality contained in this Chapter are mandatory.S ECTION 2:G ROUNDS FOR A VOIDANCEA RTICLE 3.2.1(Definition of mistake)Mistake is an erroneous assumption relating to facts or to law existing when the contract was concluded.A RTICLE 3.2.2(Relevant mistake)(1) A party may only avoid the contract for mistake if, when the contract was concluded, the mistake was of such importance that a reasonable person in the same situation as the party in error would only have concluded the contract on materially different terms or would not have concluded it at all if the true state of affairs had been known, and(a) the other party made the same mistake, or caused the mistake, or knew or ought to have known of the mistake and it was contrary to reasonable commercial standards of fair dealing to leave the mistaken party in error; or(b) the other party had not at the time of avoidance reasonably acted in reliance on the contract.(2) However, a party may not avoid the contract if(a) it was grossly negligent in committing the mistake; or(b) the mistake relates to a matter in regard to which the risk of mistake was as-sumed or, having regard to the circumstances, should be borne by the mistaken party.A RTICLE 3.2.3(Error in expression or transmission)An error occurring in the expression or transmission of a declaration is considered to be a mistake of the person from whom the declaration emanated.A RTICLE 3.2.4(Remedies for non-performance)A party is not entitled to avoid the contract on the ground of mistake if the circumstances on which that party relies afford, or could have afforded, a remedy for non-performance.A RTICLE 3.2.5(Fraud)A party may avoid the contract when it has been led to conclude the contract by the other party’s fraudulent representation, including language or practices, or fraudulent non-disclosure of circumstances which, according to reasonable commercial standards of fair dealing, the latter party should have disclosed.A RTICLE 3.2.6(Threat)A party may avoid the contract when it has been led to conclude the contract by the other party’s unjustified threat which, having regard to the circumstances, is so imminent and serious as to leave the first party no reasonable alternative. In particular, a threat is unjustified if the act or omission with which a party has been threatened is wrongful in itself, or it is wrongful to use it as a means to obtain the conclusion of the contract.A RTICLE 3.2.7(Gross disparity)(1) A party may avoid the contract or an individual term of it if, at the time of the conclusion of the contract, the contract or term unjustifiably gave the other party an excessive advantage. Regard is to be had, among other factors, to(a) the fact that the other party has taken unfair advantage of the first party’s dependence, economic distress or urgent needs, or of its improvidence, ignorance, inexperience or lack of bargaining skill, and(b) the nature and purpose of the contract.(2) Upon the request of the party entitled to avoidance, a court may adapt the contract or term in order to make it accord with reasonable commercial standards of fair dealing.(3) A court may also adapt the contract or term upon the request of the party receiving notice of avoidance, provided that that party informs the other party of its request promptly after receiving such notice and before the other party has reasonably acted in reliance on it. Article 3.2.10(2) applies accordingly.9U NIDROIT Principles10A RTICLE 3.2.8(Third persons)(1) Where fraud, threat, gross disparity or a party’s mistake is imputable to, or isknown or ought to be known by, a third person for whose acts the other party is responsible, the contract may be avoided under the same conditions as if the behaviour or knowledge had been that of the party itself.(2) Where fraud, threat or gross disparity is imputable to a third person for whose acts the other party is not responsible, the contract may be avoided if that party knew or ought to have known of the fraud, threat or disparity, or has not at the time of avoidance reasonably acted in reliance on the contract.A RTICLE 3.2.9(Confirmation)If the party entitled to avoid the contract expressly or impliedly confirms the contract after the period of time for giving notice of avoidance has begun to run, avoidance of the contract is excluded.A RTICLE 3.2.10(Loss of right to avoid)(1) If a party is entitled to avoid the contract for mistake but the other party declares itself willing to perform or performs the contract as it was understood by the party entitled to avoidance, the contract is considered to have been concluded as the latter party understood it. The other party must make such a declaration or render such performance promptly after having been informed of the manner in which the party entitled to avoidance had understood the contract and before that party has reasonably acted in reliance on a notice of avoidance.(2) After such a declaration or performance the right to avoidance is lost and any earlier notice of avoidance is ineffective.A RTICLE 3.2.11(Notice of avoidance)The right of a party to avoid the contract is exercised by notice to the other party.A RTICLE 3.2.12(Time limits)(1) Notice of avoidance shall be given within a reasonable time, having regard to the circumstances, after the avoiding party knew or could not have been unaware of the relevant facts or became capable of acting freely.(2) Where an individual term of the contract may be avoided by a party under Article 3.2.7, the period of time for giving notice of avoidance begins to run when that term is asserted by the other party.A RTICLE 3.2.13(Partial avoidance)Where a ground of avoidance affects only individual terms of the contract, the effect of avoidance is limited to those terms unless, having regard to the circumstances, it is unreasonable to uphold the remaining contract.A RTICLE 3.2.14(Retroactive effect of avoidance)Avoidance takes effect retroactively.A RTICLE 3.2.15(Restitution)(1) On avoidance either party may claim restitution of whatever it has supplied under the contract, or the part of it avoided, provided that the party concurrently makes restitution of whatever it has received under the contract, or the part of it avoided.(2) If restitution in kind is not possible or appropriate, an allowance has to be made in money whenever reasonable.(3) The recipient of the performance does not have to make an allowance in money if the impossibility to make restitution in kind is attributable to the other party.(4) Compensation may be claimed for expenses reasonably required to preserve or maintain the performance received.A RTICLE 3.2.16(Damages)Irrespective of whether or not the contract has been avoided, the party who knew or ought to have known of the ground for avoidance is liable for damages so as to put the other party in the same position in which it would have been if it had not concluded the contract.A RTICLE 3.2.17(Unilateral declarations)The provisions of this Chapter apply with appropriate adaptations to any commu-nication of intention addressed by one party to the other.S ECTION 3:I LLEGALITYA RTICLE 3.3.1(Contracts infringing mandatory rules)(1) Where a contract infringes a mandatory rule, whether of national, international or supranational origin, applicable under Article 1.4 of these Principles, the effects of that infringement upon the contract are the effects, if any, expressly prescribed by that mandatory rule.(2) Where the mandatory rule does not expressly prescribe the effects of an infringement upon a contract, the parties have the right to exercise such remedies under the contract as in the circumstances are reasonable.(3) In determining what is reasonable regard is to be had in particular to:(a) the purpose of the rule which has been infringed;(b) the category of persons for whose protection the rule exists;(c) any sanction that may be imposed under the rule infringed;(d) the seriousness of the infringement;(e) whether one or both parties knew or ought to have known of the infringement;(f) whether the performance of the contract necessitates the infringement; and(g) the parties’ reasonable expectations.A RTICLE 3.3.2(Restitution)(1) Where there has been performance under a contract infringing a mandatory rule under Article 3.3.1, restitution may be granted where this would be reasonable in the circumstances.(2) In determining what is reasonable, regard is to be had, with the appropriate adaptations, to the criteria referred to in Article 3.3.1(3).(3) If restitution is granted, the rules set out in Article 3.2.15 apply with appropriate adaptations.11。
联合国国际货物买卖合同公约英语English:The United Nations Convention on Contracts for the International Sale of Goods (CISG) is a widely adopted international treaty that governs the sale of goods between parties from different countries. It provides a comprehensive set of rules to regulate key aspects of commercial transactions, such as contract formation, obligations of the buyer and seller, remedies for breach of contract, and the passing of risk. The CISG aims to promote uniformity and predictability in international trade by establishing a common legal framework that transcends national boundaries. One of the key principles of the CISG is the principle of party autonomy, which allows the parties to tailor their contract to suit their specific needs and expectations. However, the CISG also contains default rules that apply in the absence of any agreement between the parties. Overall, the CISG seeks to facilitate international trade by reducing legal uncertainties and promoting mutual trust between parties engaged in cross-border transactions.中文翻译:联合国国际货物买卖合同公约(CISG)是一项被广泛采纳的国际条约,规定了不同国家之间货物买卖关系的法律规则。
20XX 专业合同封面COUNTRACT COVER甲方:XXX乙方:XXX2024年国际商业合作合同英文版本合同目录一览1. 合作宗旨与目标1.1 合作范围1.2 合作期限1.3 合作目标2. 合作双方的权利与义务2.1 合作方的权利2.2 合作方的义务2.3 合作方的责任3. 合作内容与方式3.1 产品或服务供应3.2 技术交流与合作3.3 市场开发与销售3.4 信息与数据共享4. 商业机密与知识产权保护4.1 商业机密的保护4.2 知识产权的保护5. 合同的履行与监督5.1 合同履行的规定5.2 合同监督的方式6. 合同的变更与解除6.1 合同变更的条件6.2 合同解除的条件7. 违约责任7.1 违约的界定7.2 违约责任的具体规定8. 争议解决8.1 争议的解决方式8.2 仲裁或诉讼的地点与适用法律9. 合同的生效、终止与失效9.1 合同的生效条件9.2 合同的终止条件9.3 合同失效后的规定10. 合同的履行地点与货币10.1 履行地点10.2 货币种类与汇率11. 其他条款11.1 附加条款11.2 附录12. 合同的签署与生效12.1 签署程序12.2 合同生效的时间13. 合同的修订与补充13.1 修订的条件13.2 补充的内容14. 附件14.1 合作计划书14.2 技术协议14.3 市场开发计划14.4 其他相关文件第一部分:合同如下:第一条合作宗旨与目标1.1 合作范围1.2 合作期限本合同自签署之日起生效,有效期为____年,自合同生效之日起计算。
1.3 合作目标第二条合作双方的权利与义务2.1 合作方的权利(详细描述合作方的权利,如产品供应、技术支持、市场开发等)2.2 合作方的义务(详细描述合作方的义务,如提供产品、技术协助、市场信息等)2.3 合作方的责任(详细描述合作方的责任,如质量保障、售后服务等)第三条合作内容与方式3.1 产品或服务供应(详细描述产品或服务的供应方式、数量、质量等)3.2 技术交流与合作(详细描述技术交流与合作的方式、范围等)3.3 市场开发与销售(详细描述市场开发与销售的方式、区域、责任等)3.4 信息与数据共享(详细描述信息与数据共享的方式、内容、保密等)第四条商业机密与知识产权保护4.1 商业机密的保护(详细描述商业机密的保护措施、范围等)4.2 知识产权的保护(详细描述知识产权的保护措施、范围等)第五条合同的履行与监督5.1 合同履行的规定(详细描述合同履行的程序、时间、方式等)5.2 合同监督的方式(详细描述合同监督的方式、频率等)第六条合同的变更与解除6.1 合同变更的条件(详细描述合同变更的条件、程序等)6.2 合同解除的条件(详细描述合同解除的条件、程序等)第八条违约责任7.1 违约的界定7.2 违约责任的具体规定违约方应承担违约责任,具体包括违约金、赔偿损失等,具体金额或方式由双方另行商定。
《国际商事合同通则》(Principles of International Commercial C o n t r a c t s,简称P I C C)第一章总则第条(本通则的目的及范围)本通则规定国际商事合同的一般规则。
第条(本通则的适用)(1)双方当事人约定其合同由本通则管辖时,应当适用本通则。
(2)以下情况可以适用本通则:(a)双方当事人约定其合同由“法律的一般原则”,“商人法”(“lexmercatoria”)或类似法律管辖;或(b)双方当事人未选择任何法律管辖其合同。
(3)当适用法对发生的问题不能提供解决问题的有关规则时,本通则可以提供解决问题的方法。
(4)本通则可用于解释或补充国际统一法的文件。
第条(缔约自由)双方当事人自由订立合同及确定合同内容。
第条(合同的约束性)有效订立的合同对双方当事人有约束力。
当事人仅能根据或通过协议或本通则另有规定修改或终止合同。
第条(强制性规则)本通则的任何规定不得限制依据国际私法的有关规则适用的强制性规则的适用,不论这种强制性规则是国内的、国际的或是超国家的。
第条(当事人排除或修改本通则)除本通则另有规定外,双方当事人可以排除适用本通则,或部分排除或修改本通则任何条款的效力。
第条(本通则的解释及补充)(1)在解释本通则时,应考虑其国际特性及其目的,包括促进其统一适用的。
(2)凡属本通则范围内但通则未明确规定的问题,尽可能根据本通则依据的思想来解决。
第条(诚信和)(1)任何一方当事人应当根据国际贸易中的善意和公平交易原则行事。
(2)双方当事人不得排除或限制该义务。
第条(惯例和习惯做法)(1)双方当事人已同意的任何惯例及双方之间确立的任何习惯做法对双方当事人均有约束力。
(2)在国际贸易中为有关特定贸易的当事人广泛知悉并为其惯常遵守的惯例对双方当事人有约束力,除非该惯例的适用不合理。
第条(通知)(1)凡需要通知时,通知可以适合于该情况的任何方式发出。
(2)通知于到达被通知人时生效。
联合国国际货物买卖合同公约英文版全文共10篇示例,供读者参考篇1Once upon a time, there were a group of countries who got together to make rules about buying and selling things between them. This group of countries is called the United Nations. They made a special set of rules called the United Nations Convention on Contracts for the International Sale of Goods (CISG).The CISG is like a big rulebook that tells countries how to make deals when they want to buy and sell things with each other. It has lots of rules about what should happen when you buy something from another country, like what the price should be, when the goods should be delivered, and what to do if there's a problem with the goods.One of the important rules in the CISG is that when two countries make a deal to buy and sell something, they have to follow the rules in the CISG unless they decide to make their own rules. This helps countries work together and understand each other when they're doing business.For example, let's say a company in the United States wants to buy some toys from a company in China. They can use the CISG to help them make the deal. The CISG will tell them what they should include in their contract, like the name of the toys, the price, and when the toys should be delivered.If there's a problem with the toys, like if they're damaged during shipping, the CISG also has rules to help the countries solve the problem. They can talk to each other and try to come up with a solution that's fair for both of them.In the end, the CISG is a helpful set of rules that countries can use to make deals when they want to buy and sell things between them. It helps them understand each other better and work together to solve any problems that might come up. So, next time you want to buy something from another country, remember the CISG and how it helps countries do business together!篇2Hey guys! Today we are going to talk about something super important - the United Nations Convention on Contracts for the International Sale of Goods, also known as the CISG. It'slike a set of rules that helps people from different countries when they want to buy or sell things to each other.So basically, the CISG helps make sure that everyone follows the same rules when they are buying or selling things internationally. This way, there are no misunderstandings or confusion between the parties involved. It's kind of like having a referee during a soccer game to make sure everything is fair and square.The CISG covers things like how a contract is formed, the rights and obligations of the buyer and seller, and what happens if there is a problem with the goods being sold. It also sets out rules for things like how the price is determined, when the goods should be delivered, and what happens if one of the parties doesn't fulfill their side of the deal.One cool thing about the CISG is that it applies automatically to contracts between parties from different countries, unless they specifically say they don't want it to apply. This helps make international trade smoother and more predictable for everyone involved.So there you have it - the CISG in a nutshell! It may sound complicated, but it's actually a really helpful set of rules that make international trade a lot easier. So next time you're buyingor selling something to someone from another country, remember the CISG and how it helps make sure everything goes smoothly.篇3Hi everyone, I'm going to tell you all about something really cool called the United Nations Convention on Contracts for the International Sale of Goods, or CISG for short. It's like a special set of rules that countries use when they buy and sell things with each other.So basically, CISG is like a big agreement between lots of countries. It helps them all have the same rules when they trade goods across borders. That way, everyone knows what to expect and it's fair for everyone.One of the important things about CISG is that it covers things like how contracts are made, what happens if there's a problem with the goods, and what the rules are for things like delivery and payment. It helps make sure that all the countries involved in a trade deal are on the same page.CISG is super helpful because it makes international trade easier and more reliable. It's kinda like having a set of guidelines to follow so that everyone knows what they're supposed to do.Plus, it can help solve any disagreements that might come up during a trade deal.All in all, CISG is a really cool thing that helps countries work together when they buy and sell goods. It makes international trade smoother and fairer for everyone involved. So next time you hear about CISG, remember that it's like a big rulebook for countries to follow when they're trading with each other. How awesome is that?篇4Hello everyone! Today I'm going to tell you guys all about the United Nations Convention on Contracts for the International Sale of Goods, also known as the CISG. It's like a set of rules that countries all around the world can use when they buy and sell things to each other. Cool, right?The CISG is really important because it helps countries make fair deals with each other. So let's say a company in China wants to sell some toys to a company in the United States. If both countries have agreed to follow the CISG, then they can use it to decide things like the price, how the toys will be delivered, and what happens if there's a problem with the toys.The CISG has a lot of rules to help make sure things go smoothly. For example, it says that when two companies make a deal, they have to follow the terms of the contract. And if something goes wrong, like if the toys aren't what the company in the US expected, then the CISG can help them figure out how to fix the problem.But remember, the CISG is just a set of guidelines. Companies can still make their own contracts with different rules if they want to. It's like having a game with basic rules, but you can add your own twists to make it more fun.So next time you hear about the CISG, remember that it's all about making sure countries can buy and sell things fairly with each other. And who knows, maybe one day you'll be working with international contracts too!篇5Once upon a time, in a super duper big place called the United Nations, there was a special agreement called the United Nations Convention on Contracts for the International Sale of Goods. Woah, that's a mouthful! But don't worry, I'll break it down for you!So basically, this agreement is all about how countries around the world can buy and sell stuff to each other. It's like a big rulebook that everyone follows when they want to trade things like toys, clothes, or even yummy snacks!One of the coolest things about this agreement is that it helps countries from different parts of the world understand each other better when they're doing business. It sets out rules about things like when a contract is formed, how to deliver goods, and what happens if something goes wrong.But wait, there's more! The agreement also covers important stuff like how to settle disputes between buyers and sellers, and what happens if one of them doesn't follow the rules. It's like having a super smart referee to make sure everyone plays fair!So next time you see a toy or a game that says "Made in China" or "Made in Germany", remember that it's all thanks to the United Nations Convention on Contracts for the International Sale of Goods that countries can trade with each other smoothly and fairly. Yay for international trade!篇6Hey guys! Today I'm gonna tell you all about the United Nations Convention on Contracts for the International Sale ofGoods (CISG). It's like a super important set of rules for when people from different countries buy and sell stuff to each other.So basically, the CISG helps to make sure that there are fair rules in place when it comes to international trade. It covers things like what should be in a contract, when the contract is considered to be formed, what happens if the goods are defective, and what the remedies are if one party doesn't follow the contract.One cool thing about the CISG is that it applies automatically to contracts between parties from countries that have signed on to it. So if you're buying something from a country that is also a member of the CISG, then these rules will apply to your deal.But remember, the CISG only covers the sale of goods, not services or real estate. So if you're buying a car or a computer from another country, the CISG will help protect your rights.So there you have it, the CISG in a nutshell! It's like a superhero that helps to make sure that trades between countries are fair and square. Pretty cool, right?篇7Title: The United Nations Convention on Contracts for the International Sale of GoodsHey guys, I'm gonna tell you all about this super important thing called the United Nations Convention on Contracts for the International Sale of Goods, or as we like to call it, the CISG. It's like a special rulebook for when people from different countries wanna buy and sell stuff to each other.So, the CISG is all about making sure that when people are buying and selling things internationally, everyone follows the same rules. This way, there are no misunderstandings and everyone knows what to expect.One of the cool things about the CISG is that it covers things like when a contract is formed, what happens if the goods are damaged during shipping, and what happens if one side doesn't follow the agreement. It even has rules for things like how to figure out what currency to use and what language the contract should be in.The CISG is super important because it helps make international trade easier and fairer for everyone involved. It's like having a secret code that everyone follows so that everyone can trade with each other without any problems.So, next time you're buying something from another country, remember the CISG and how it helps make sure that everything goes smoothly. Cool, right?That's all for now, kids! Thanks for listening to my talk about the United Nations Convention on Contracts for the International Sale of Goods. See you next time!篇8So, like, once upon a time, there was this really cool thing called the United Nations Convention on Contracts for the International Sale of Goods. It's basically like a set of rules that everyone around the world can use when they wanna buy or sell stuff to each other.So, let's say that you wanna sell some awesome toys to a kid in another country. You can use this Convention to make sure that both you and the kid are on the same page about things like the price, the delivery date, and even what happens if something goes wrong with the toys.One of the really cool things about this Convention is thatit's super flexible. It lets you and the kid make changes to the contract to fit your needs. So if you wanna add something like a special warranty or a discount, you can totally do that!But, you gotta remember to follow all the rules in the Convention too. Like, you can't make a contract that goes against the laws of your country or the kid's country. And you gotta be fair and honest when you're making the deal.So, yeah, the United Nations Convention on Contracts for the International Sale of Goods is like a really awesome way to make sure that buying and selling stuff between different countries goes smoothly. It's like a super cool superhero that protects all the kids all around the world when they wanna trade their toys!篇9Hey guys, have you heard of the United Nations Convention on Contracts for the International Sale of Goods? It sounds super fancy, but basically it's a set of rules that help countries all over the world trade with each other smoothly. Let me break it down for you in simple terms!So, this Convention is all about making sure that when people from different countries buy and sell stuff to each other, there are clear rules to follow. It's like having a playbook for international trade! The rules cover things like how to make acontract, what happens if one side doesn't deliver the goods, and how to resolve disputes if something goes wrong.One cool thing about this Convention is that it applies to pretty much every country in the world. That means if you're trading with someone in another country, you can both rely on these rules to make sure everything goes smoothly. It's like having a universal guidebook for international trade!Now, you might be thinking, "But why do we need these rules? Can't people just make deals on their own?" Well, the thing is, different countries have different laws and customs when it comes to buying and selling goods. This Convention helps to bridge those gaps and make sure everyone is on the same page.So, next time you're buying or selling something to someone in another country, remember the United Nations Convention on Contracts for the International Sale of Goods. It's like having a set of rules to play by, no matter where in the world you are trading! Let's keep those goods moving and make global trade a breeze!篇10Title: The United Nations Convention on Contracts for the International Sale of GoodsHey guys, ever heard of the United Nations Convention on Contracts for the International Sale of Goods? It’s like this cool rulebook that helps countries around the world when they buy and sell stuff to each other. Let me explain it to you in akid-friendly way.So, let’s say you want to buy a cool toy from a kid in another country. You both agree on the price and all the details. But what happens if the toy arrives and it’s broken or not what you expected? That’s where the UN Convention comes in. It sets out rules for how to deal with these kinds of situations so everyone is treated fairly.One of the cool things about the Convention is that it has rules that apply to everyone, no matter where they’re from. This makes it easier for countries to trade with each other because they know what to expect and how to resolve any problems that come up.For example, the Convention says that if there’s a problem with the toy you bought, you can return it and get your money back. Or you can ask the seller to fix it or even get a replacement. It’s all about making sure both parties are happy with the transaction.Overall, the UN Convention on Contracts for the International Sale of Goods is like a superhero that protects buyers and sellers when they trade across borders. It may sound compl icated, but it’s actually pretty cool and helps make international trade fair and smooth. So next time you buy something from another country, remember that the UN Convention has got your back!。
UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS 2004(国际统一私法协会国际商事合同通则)PREAMBLE(Purpose of the Principles)These Principles set forth general rules for international commercial contracts.They shall be applied when the parties have agreed that their contract be governed by them.(*)They may be applied when the parties have agreed that their contract be governed by general principles of law, the lex mercatoria or the like.They may be applied when the parties have not chosen any law to govern their contract.They may be used to interpret or supplement international uniform law instruments.They may be used to interpret or supplement domestic law.They may serve as a model for national and international legislators.CHAPTER 1 — GENERAL PROVISIONSARTICLE 1.1(Freedom of contract)The parties are free to enter into a contract and to determine its content.ARTICLE 1.2(No form required)Nothing in these Principles requires a contract, statement 声明or any other act to be made in or evidenced by a particular form. It may be proved by any means, including witnesses.ARTICLE 1.3(Binding character of contract)A contract validly entered into is binding upon the parties. It can only be modified or terminated in accordance with its terms or by agreement or as otherwise provided in these Principles.ARTICLE 1.4(Mandatory rules)Nothing in these Principles shall restrict the application of mandatory rules, whether of national, international or supranational origin, which are applicable in accordance withthe relevant rules of private international law.ARTICLE 1.5(Exclusion or modification by the parties)The parties may exclude the application of these Principles or derogate减损from or varythe effect of any of their provisions, except as otherwise provided in the Principles.ARTICLE 1.6(Interpretation and supplementation of the Principles)(1) In the interpretation of these Principles, regard is to be had to theirinternational character and to their purposes including the need to promote uniformity intheir application.(2) Issues within the scope of these Principles but not expressly settled by themare as far as possible to be settled in accordance with their underlying general principles.ARTICLE 1.7(Good faith and fair dealing)(1) Each party must act in accordance with good faith and fair dealing in international trade.(2) The parties may not exclude or limit this duty.ARTICLE 1.8(Inconsistent Behaviour)A party cannot act inconsistently with an understanding it has caused the otherparty to have and upon which that other party reasonably has acted in reliance to its detriment.ARTICLE 1.9(Usages and practices)(1) The parties are bound by any usage to which they have agreed and by anypractices which they have established between themselves.(2) The parties are bound by a usage that is widely known to and regularlyobserved in international trade by parties in the particular trade concerned except wherethe application of such a usage would be unreasonable.3ARTICLE 1.10(Notice)(1) Where notice is required it may be given by any means appropriate to the circumstances.(2) A notice is effective when it reaches the person to whom it is given.(3) For the purpose of paragraph (2) a notice “reaches” a person when given tothat person orally or delivered at that person’s place of business or mailing address.(4) For the purpose of this article “notice” includes a declaration, demand, requestor any other communication of intention.ARTICLE 1.11(Definitions)In these Principles–“court” includes an arbitral tribunal;仲裁法庭–where a party has more than one place of business the relevant “place ofbusiness” is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated估计by the parties at any time before or at the conclusion of the contract;–“obligor” refers to the party who is to perform an obligation and “obligee”refers to the party who is entitled to performance of that obligation.–“writing” means any mode of communication that preserves a record of the information contained therein and is capable of being reproduced in tangible form. ARTICLE 1.12(Computation of time set by parties)(1) Official holidays or non-business days occurring during a period set by partiesfor an act to be performed are included in calculating the period.(2) However, if the last day of the period is an official holiday or a non-businessday at the place of business of the party to perform the act, the period is extended untilthe first business day which follows, unless the circumstances indicate otherwise.(3) The relevant time zone is that of the place of business of the party setting thetime, unless the circumstances indicate otherwise.CHAPTER 2 — FORMATION AND AUTHORITY OF AGENTSSECTION 1: FORMATIONARTICLE 2.1.1(Manner of formation)A contract may be concluded either by the acceptance of an offer or by conduct ofthe parties that is sufficient to show agreement.ARTICLE 2.1.2(Definition of offer)A proposal for concluding a contract constitutes an offer if it is sufficiently definiteand indicates the intention of the offeror to be bound in case of acceptance.4ARTICLE 2.1.3(Withdrawal of offer)(1) An offer becomes effective when it reaches the offeree.(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reachesthe offeree before or at the same time as the offer.ARTICLE 2.1.4(Revocation of offer)(1) Until a contract is concluded an offer may be revoked if the revocation reachesthe offeree before it has dispatched an acceptance.(2) However, an offer cannot be revoked(a) if it indicates, whether by stating a fixed time for acceptance or otherwise, thatit is irrevocable; or(b) if it was reasonable for the offeree to rely on the offer as being irrevocable andthe offeree has acted in reliance on the offer.ARTICLE 2.1.5(Rejection of offer)An offer is terminated when a rejection reaches the offeror.ARTICLE 2.1.6(Mode of acceptance)(1) A statement made by or other conduct of the offeree indicating assent to anoffer is an acceptance. Silence or inactivity does not in itself amount to acceptance. (2) An acceptance of an offer becomes effective when the indication of assentreaches the offeror.(3) However, if, by virtue of the offer or as a result of practices which the partieshave established between themselves or of usage, the offeree may indicate assent by performing an act without notice to the offeror, the acceptance is effective when the act is performed.ARTICLE 2.1.7(Time of acceptance)An offer must be accepted within the time the offeror has fixed or, if no time isfixed, within a reasonable time having regard to the circumstances, including the rapidityof the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.ARTICLE 2.1.8(Acceptance within a fixed period of time)A period of acceptance fixed by the offeror begins to run from the time that the offeris dispatched. A time indicated in the offer is deemed to be the time of dispatch unless the circumstances indicate otherwise.5ARTICLE 2.1.9(Late acceptance. Delay in transmission)(1) A late acceptance is nevertheless effective as an acceptance if without unduedelay the offeror so informs the offeree or gives notice to that effect.(2) If a communication containing a late acceptance shows that it has been sent insuch circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without undue delay, the offeror informs the offeree that it considers the offer as having lapsed. ARTICLE 2.1.10(Withdrawal of acceptance)An acceptance may be withdrawn if the withdrawal reaches the offeror before or atthe same time as the acceptance would have become effective.ARTICLE 2.1.11(Modified acceptance)(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects to the discrepancy. If the offeror does not object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.ARTICLE 2.1.12(Writings in confirmation)If a writing which is sent within a reasonable time after the conclusion of the contract and which purports to be a confirmation of the contract contains additional ordifferent terms, such terms become part of the contract, unless they materially alter the contract or the recipient, without undue delay, objects to the discrepancy.ARTICLE 2.1.13(Conclusion of contract dependent on agreementon specific matters or in a particular form)Where in the course of negotiations one of the parties insists that the contract is not concluded until there is agreement on specific matters or in a particular form, no contract is concluded before agreement is reached on those matters or in that form.ARTICLE 2.1.14(Contract with terms deliberately left open)(1) If the parties intend to conclude a contract, the fact that they intentionallyleave a term to be agreed upon in further negotiations or to be determined by a third person does not prevent a contract from coming into existence.(2) The existence of the contract is not affected by the fact that subsequently(a) the parties reach no agreement on the term; or6(b) the third person does not determine the term,provided that there is an alternative means of rendering the term definite that is reasonable in the circumstances, having regard to the intention of the parties. ARTICLE 2.1.15(Negotiations in bad faith)(1) A party is free to negotiate and is not liable for failure to reach an agreement.(2) However, a party who negotiates or breaks off negotiations in bad faith isliable for the losses caused to the other party.(3) It is bad faith, in particular, for a party to enter into or continue negotiationswhen intending not to reach an agreement with the other party.ARTICLE 2.1.16(Duty of confidentiality)Where information is given as confidential by one party in the course of negotiations, the other party is under a duty not to disclose that information or to use it improperly for its own purposes, whether or not a contract is subsequently concluded. Where appropriate, the remedy for breach of that duty may include compensation based on the benefit received by the other party.ARTICLE 2.1.17(Merger clauses)A contract in writing which contains a clause indicating that the writing completely embodies the terms on which the parties have agreed cannot be contradicted or supplemented by evidence of prior statements or agreements. However, such statements or agreements may be used to interpret the writing.ARTICLE 2.1.18(Modification in a particular form)A contract in writing which contains a clause requiring any modification or termination by agreement to be in a particular form may not be otherwise modified or terminated. However, a party may be precluded by its conduct from asserting such a clause to the extent that the other party has reasonably acted in reliance on that conduct. ARTICLE 2.1.19(Contracting under standard terms)(1) Where one party or both parties use standard terms in concluding a contract,the general rules on formation apply, subject to Articles 2.1.20 - 2.1.22.(2) Standard terms are provisions which are prepared in advance for general and repeated use by one party and which are actually used without negotiation with the other party.ARTICLE 2.1.20(Surprising terms)(1) No term contained in standard terms which is of such a character that the otherparty could not reasonably have expected it, is effective unless it has been expressly accepted by that party.7(2) In determining whether a term is of such a character regard shall be had to its content, language and presentation.ARTICLE 2.1.21(Conflict between standard terms and non-standard terms)In case of conflict between a standard term and a term which is not a standard term the latter prevails.ARTICLE 2.1.22(Battle of forms)Where both parties use standard terms and reach agreement except on those terms, a contract is concluded on the basis of the agreed terms and of any standard terms which are common in substance unless one party clearly indicates in advance, or later and without undue delay informs the other party, that it does not intend to be bound by such a contract.SECTION 2: AUTHORITY OF AGENTSARTICLE 2.2.1(Scope of the Section)(1) This Section governs the authority of a person (“the agent”), to affect the legal relations of another person (“the principal”), by or with respect to a contract with a third party, whether the agent acts in its own name or in that of the principal.(2) It governs only the relations between the principal or the agent on the onehand, and the third party on the other.(3) It does not govern an agent’s authority conferred by law or the authority of an agent appointed by a public or judicial authority.ARTICLE 2.2.2(Establishment and scope of the authority of the agent)(1) The principal’s grant of authority to an agent may be express or implied.(2) The agent has authority to perform all acts necessary in the circumstances to achieve the purposes for which the authority was granted.ARTICLE 2.2.3(Agency disclosed)(1) Where an agent acts within the scope of its authority and the third party knewor ought to have known that the agent was acting as an agent, the acts of the agent shall directly affect the legal relations between the principal and the third party and no legal relation is created between the agent and the third party.(2) However, the acts of the agent shall affect only the relations between the agent and the third party, where the agent with the consent of the principal undertakes to become the party to the contract.8ARTICLE 2.2.4(Agency undisclosed)(1) Where an agent acts within the scope of its authority and the third partyneither knew nor ought to have known that the agent was acting as an agent, the acts of the agent shall affect only the relations between the agent and the third party.(2) However, where such an agent, when contracting with the third party onbehalf of a business, represents itself to be the owner of that business, the third party, upon discovery of the real owner of the business, may exercise also against the latter the rights it has against the agent.ARTICLE 2.2.5(Agent acting without or exceeding its authority)(1) Where an agent acts without authority or exceeds its authority, its acts do notaffect the legal relations between the principal and the third party.(2) However, where the principal causes the third party reasonably to believe thatthe agent has authority to act on behalf of the principal and that the agent is acting within the scope of that authority, the principal may not invoke against the third party the lack of authority of the agent.ARTICLE 2.2.6(Liability of agent acting without or exceeding its authority)(1) An agent that acts without authority or exceeds its authority is, failingratification by the principal, liable for damages that will place the third party in the same position as if the agent had acted with authority and not exceeded its authority.(2) However, the agent is not liable if the third party knew or ought to haveknown that the agent had no authority or was exceeding its authority.ARTICLE 2.2.7(Conflict of interests)(1) If a contract concluded by an agent involves the agent in a conflict of interestswith the principal of which the third party knew or ought to have known, the principal may avoid the contract. The right to avoid is subject to Articles 3.12 and 3.14 to 3.17.(2) However, the principal may not avoid the contract(a) if the principal had consented to, or knew or ought to have known of, theagent’s involvement in the conflict of interests; or(b) if the agent had disclosed the conflict of interests to the principal and the latterhad not objected within a reasonable time.ARTICLE 2.2.8(Sub-agency)An agent has implied authority to appoint a sub-agent to perform acts which it isnot reasonable to expect the agent to perform itself. The rules of this Section apply to the sub-agency.9ARTICLE 2.2.9(Ratification)(1) An act by an agent that acts without authority or exceeds its authority may be ratified by the principal. On ratification the act produces the same effects as if it had initially been carried out with authority.(2) The third party may by notice to the principal specify a reasonable period oftime for ratification. If the principal does not ratify within that period of time it can no(3) If, at the time of the agent’s act, the third party neither knew nor ought tohave known of the lack of authority, it may, at any time before ratification, by notice to the principal indicate its refusal to become bound by a ratification.ARTICLE 2.2.10(Termination of authority)(1) Termination of authority is not effective in relation to the third party unlessthe third party knew or ought to have known of it.(2) Notwithstanding the termination of its authority, an agent remains authorisedto perform the acts that are necessary to prevent harm to the principal’s interests. CHAPTER 3 — VALIDITYARTICLE 3.1(Matters not covered)These Principles do not deal with invalidity arising from(a) lack of capacity;(b) immorality or illegality.ARTICLE 3.2(Validity of mere agreement)A contract is concluded, modified or terminated by the mere agreement of the parties, without any further requirement.ARTICLE 3.3(Initial impossibility)(1) The mere fact that at the time of the conclusion of the contract theperformance of the obligation assumed was impossible does not affect the validity of the contract.(2) The mere fact that at the time of the conclusion of the contract a party wasnot entitled to dispose of the assets to which the contract relates does not affect the validity of the contract.ARTICLE 3.4(Definition of mistake)Mistake is an erroneous assumption relating to facts or to law existing when the contract was concluded.10ARTICLE 3.5(Relevant mistake)(1) A party may only avoid the contract for mistake if, when the contract was concluded, the mistake was of such importance that a reasonable person in the same situation as the party in error would only have concluded the contract on materially different terms or would not have concluded it at all if the true state of affairs had been known, and(a) the other party made the same mistake, or caused the mistake, or knew orought to have known of the mistake and it was contrary to reasonable commercial standards of fair dealing to leave the mistaken party in error; or(b) the other party had not at the time of avoidance reasonably acted in reliance on(2) However, a party may not avoid the contract if(a) it was grossly negligent in committing the mistake; or(b) the mistake relates to a matter in regard to which the risk of mistake wasassumed or, having regard to the circumstances, should be borne by the mistaken party. ARTICLE 3.6(Error in expression or transmission)An error occurring in the expression or transmission of a declaration is considered tobe a mistake of the person from whom the declaration emanated.ARTICLE 3.7(Remedies for non-performance)A party is not entitled to avoid the contract on the ground of mistake if the circumstances on which that party relies afford, or could have afforded, a remedy for non-performance.ARTICLE 3.8(Fraud)A party may avoid the contract when it has been led to conclude the contract by the other party’s fraudulent representation, including language or practices, or fraudulent non-disclosure of circumstances which, according to reasonable commercial standards of fair dealing, the latter party should have disclosed.ARTICLE 3.9(Threat)A party may avoid the contract when it has been led to conclude the contract by the other party’s unjustified threat which, having regard to the circumstances, is so imminent and serious as to leave the first party no reasonable alternative. In particular, a threat is unjustified if the act or omission with which a party has been threatened is wrongful in itself, or it is wrongful to use it as a means to obtain the conclusion of the contract.11ARTICLE 3.10(Gross disparity)(1) A party may avoid the contract or an individual term of it if, at the time of the conclusion of the contract, the contract or term unjustifiably gave the other party an excessive advantage. Regard is to be had, among other factors, to(a) the fact that the other party has taken unfair advantage of the first party’s dependence, economic distress or urgent needs, or of its improvidence, ignorance, inexperience or lack of bargaining skill, and(b) the nature and purpose of the contract.(2) Upon the request of the party entitled to avoidance, a court may adapt thecontract or term in order to make it accord with reasonable commercial standards of fair dealing.(3) A court may also adapt the contract or term upon the request of the partyreceiving notice of avoidance, provided that that party informs the other party of its request promptly after receiving such notice and before the other party has reasonablyacted in reliance on it. The provisions of Article 3.13(2) apply accordingly. ARTICLE 3.11(Third persons)(1) Where fraud, threat, gross disparity or a party’s mistake is imputable to, or is known or ought to be known by, a third person for whose acts the other party is responsible, the contract may be avoided under the same conditions as if the behaviour or knowledge had been that of the party itself.(2) Where fraud, threat or gross disparity is imputable to a third person for whoseacts the other party is not responsible, the contract may be avoided if that party knew or ought to have known of the fraud, threat or disparity, or has not at the time of avoidance reasonably acted in reliance on the contract.ARTICLE 3.12(Confirmation)If the party entitled to avoid the contract expressly or impliedly confirms thecontract after the period of time for giving notice of avoidance has begun to run, avoidance of the contract is excluded.ARTICLE 3.13(Loss of right to avoid)(1) If a party is entitled to avoid the contract for mistake but the other partydeclares itself willing to perform or performs the contract as it was understood by the party entitled to avoidance, the contract is considered to have been concluded as the latter party understood it. The other party must make such a declaration or render such performance promptly after having been informed of the manner in which the party entitled to avoidance had understood the contract and before that party has reasonably acted in reliance on a notice of avoidance.(2) After such a declaration or performance the right to avoidance is lost and any earlier notice of avoidance is ineffective.12ARTICLE 3.14(Notice of avoidance)The right of a party to avoid the contract is exercised by notice to the other party. ARTICLE 3.15(Time limits)(1) Notice of avoidance shall be given within a reasonable time, having regard tothe circumstances, after the avoiding party knew or could not have been unaware of the relevant facts or became capable of acting freely.(2) Where an individual term of the contract may be avoided by a party underArticle 3.10, the period of time for giving notice of avoidance begins to run when that term is asserted by the other party.ARTICLE 3.16(Partial avoidance)Where a ground of avoidance affects only individual terms of the contract, the effectof avoidance is limited to those terms unless, having regard to the circumstances, it is unreasonable to uphold the remaining contract.ARTICLE 3.17(Retroactive effect of avoidance)(1) Avoidance takes effect retroactively.(2) On avoidance either party may claim restitution of whatever it has suppliedunder the contract or the part of it avoided, provided that it concurrently makes restitution of whatever it has received under the contract or the part of it avoided or, if it cannot make restitution in kind, it makes an allowance for what it has received. ARTICLE 3.18(Damages)Irrespective of whether or not the contract has been avoided, the party who knew or ought to have known of the ground for avoidance is liable for damages so as to put the other party in the same position in which it would have been if it had not concluded the contract.ARTICLE 3.19(Mandatory character of the provisions)The provisions of this Chapter are mandatory, except insofar as they relate to the binding force of mere agreement, initial impossibility or mistake.ARTICLE 3.20(Unilateral declarations)The provisions of this Chapter apply with appropriate adaptations to any communication of intention addressed by one party to the other.13CHAPTER 4 — INTERPRETATIONARTICLE 4.1(Intention of the parties)(1) A contract shall be interpreted according to the common intention of theparties.(2) If such an intention cannot be established, the contract shall be interpreted according to the meaning that reasonable persons of the same kind as the parties would give to it in the same circumstances.ARTICLE 4.2(Interpretation of statements and other conduct)(1) The statements and other conduct of a party shall be interpreted according tothat party’s intention if the other party knew or could not have been unaware of that intention.(2) If the preceding paragraph is not applicable, such statements and otherconduct shall be interpreted according to the meaning that a reasonable person of the same kind as the other party would give to it in the same circumstances.ARTICLE 4.3(Relevant circumstances)In applying Articles 4.1 and 4.2, regard shall be had to all the circumstances, including(a) preliminary negotiations between the parties;(b) practices which the parties have established between themselves;(c) the conduct of the parties subsequent to the conclusion of the contract;(d) the nature and purpose of the contract;(e) the meaning commonly given to terms and expressions in the trade concerned;(f) usages.ARTICLE 4.4(Reference to contract or statement as a whole)Terms and expressions shall be interpreted in the light of the whole contract or statement in which they appear.ARTICLE 4.5(All terms to be given effect)Contract terms shall be interpreted so as to give effect to all the terms rather than to deprive some of them of effect.ARTICLE 4.6(Contra proferentem rule)If contract terms supplied by one party are unclear, an interpretation against that party is preferred.14ARTICLE 4.7(Linguistic discrepancies)Where a contract is drawn up in two or more language versions which are equally authoritative there is, in case of discrepancy between the versions, a preference for the interpretation according to a version in which the contract was originally drawn up. ARTICLE 4.8(Supplying an omitted term)(1) Where the parties to a contract have not agreed with respect to a term which is important for a determination of their rights and duties, a term which is appropriate in the circumstances shall be supplied.(2) In determining what is an appropriate term regard shall be had, among other factors, to(a) the intention of the parties;(b) the nature and purpose of the contract;(c) good faith and fair dealing;(d) reasonableness.CHAPTER 5 — CONTENT AND THIRD PARTY RIGHTSSECTION 1: CONTENTARTICLE 5.1.1(Express and implied obligations)The contractual obligations of the parties may be express or implied.ARTICLE 5.1.2(Implied obligations)Implied obligations stem from(a) the nature and purpose of the contract;(b) practices established between the parties and usages;(c) good faith and fair dealing;。