chapter2 Retailer-Direct Financing Contracts Under Consignment

国际贸易实务(英文版)InternationalTradePracticeChapterone1Whydonationsconducttradewithoneanother？答：Anationconductsinternationaltradebecause：ithastheproductsandresourcesthatexceeditsdomesticdemand；itwantstogetmoreeconomicbenefitsinalargerinternationalmarketth anwhatcanbegainedindomesticmarket；itwantstowinpoliticalsupport；oritneedstosatisfydifferenttastes，preferencesandconsumptionpatternsamongitspeople.2Howmanyformsareadoptedintheprocessofnegotiation？Businessnegotiationscanbeconductedintwoforms：inwords，i.e.face-to-facenegotiationornegotiationthroughtelephone，andinwriting，i.e.businesscorrespondencewhichincludesletters，faxes，e-mails，telexes，etc.Whateverischosenforthenegotiationofacontract，fourmainstepsaregenerallyfollowedbeforeacontractisconcluded：enquiry，offer，counter-offerandacceptance.ChaptertwoIIIExplainthefollowingterms1shipmentcontract答：ShipmentcontractisacontractusinganIncotermwhichindicatesthatth edeliveryhappensatthetimeorbeforethetimeofshipment.2symbolicdelivery Symbolicdeliveryisadeliverysituationinwhichwhenthesellerdelive rsthebuyerdoesnotphysicallyreceivethegoods.Thiskindofdeliveryi sprovedbythesubmissionoftransportdocumentbythesellertothebuyer .3arrivalcontract ArrivalcontractmeansacontractusinganIncotermwhichindicatesthat thedeliveryhappenswhenthegoodsarriveatthedestination.4actualdelivery Actualdeliveryreferstoadeliverysituationinwhichwhenthesellerde liversthebuyerdoesphysicallyreceivethegoods.IV.Shortquestions1Whatarethetwotypesoftradetermsconcerningthetransferofrisks 答：Shipmentcontracttermsvs.arrivalcontractterms.Undershipmentcont racttermsseller’sriskwillbetransferredtothebuyerbeforethegood sdepartfromtheplace/portofshipment.Underarrivalcontracttermsse llerwillbeartheriskofthegoodsuntilthegoodsarrivethedestination .2WhatarethedifferencesandsimilaritiesbetweenCIPandCIF答：Majorsimilarities:a.sellershouldcontractandpayforthemajorcarri age.b.Sellerisnottakingtheriskoflossordamagetothegoodsduringth etransportation.c.Sellermustobtaininsuranceagainstbuyer’srisk .Difference:a.CPTisapplicabletoanykindoftransportationmodewhil eCFRisonlyusedforwaterwaytransport.b.UnderCPTseller’sriskwill betransferredtothebuyerwhenthegoodsarehandedovertothefirstcarr iernominatedbyseller.UnderCFRseller’sriskwillbetransferredwhe nthegoodspassovertheship’srail.3Whoisresponsibleforcarryingoutcustomsformalitiesforexportsund eranFOBcontract答：Seller.AccordingtoIncoterms2000,exceptEXWandDDPthesetwoterms,a lltheothereleventermsrequirethesellertohandletheexportcustomsf ormalities,whilebuyertheimportcustomsformalities.4IfaChinesetradersignsaFOBHamburgcontract,isheexportingorimpor ting答：Importing.FOBshouldbeusedwitha“namedportofshipment”,ifHambur gistheportofshipment,fromtheChinesetrader’sperspective,heisim porting.V．CaseStudies1.(变形)AnFOBcontractstipulated,"TheshipmentwillbeeffectedinMarch2008.Iftheves selfailstoarriveattheportofshipmentontime,theselleragreestosetasidethegoodsforadditional27days,andthebuyerwillbearallcostsofdelay."itturnedoutthatun dertheseller'srepeatedrequests,thevesselnamedbythebuyerfinallyarrivedatthe portofshipmentonMay1.Asaresult,thesellerrefusedtomaketheshipment.(1)Wasthesellerentitledtocompensationforthewarehouserent,insuranceandinterestduetothedelay(2)IfthesellerhadsoldthegoodstoathirdpartyonApril25,shouldthebuyerpayforthedelay(3)IfthesellerhadsoldthegoodstoathirdpartyonMay1withabetterprice,washeentitledtoanycompensation析：a案例中提到“shipmentwillbeeffectedinMarch2008”,这种确定装运时间的方式允许在整个3月份期间的任何时间进行装运。

PART I SPHERE OF APPLICATION AND GENERAL PROVISIONS第一部分适用范围和总则Chapter I SPHERE OF APPLICATION第一章适用范围Article 1(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States:(a) when the States are Contracting States; or(b) when the rules of private international law lead to the application of the law of a Contracting State.(2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract.(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.第一条(1)本公约适用于营业地在不同国家的当事人之间所订立的货物销售合同:(a)如果这些国家是缔约国;或(b)如果国际私法规则导致适用某一缔约国的法律。

UNIDROIT Convention on International Financial Leasing(Ottawa, 28 May 1988)THE STATES PARTIES TO THIS CONVENTION,RECOGNISING the importance of removing certain legal impediments to the international financial leasing of equipment, while maintaining a fair balance of interests between the different parties to the transaction,AWARE of the need to make international financial leasing more available,CONSCIOUS of the fact that the rules of law governing the traditional contract of hire need to be adapted to the distinctive triangular relationship created by the financial leasing transaction,RECOGNISING therefore the desirability of formulating certain uniform rules relating primarily to the civil and commercial law aspects of international financial leasing,HAVE AGREED as follows:CHAPTER I - SPHERE OF APPLICATION AND GENERAL PROVISIONSArticle 11. - This Convention governs a financial leasing transaction as described in paragraph 2 in which one party (the lessor),(a) on the specifications of another party (the lessee), enters into an agreement (the supply agreement) with a third party (the supplier) under which the lessor acquires plant, capital goods or other equipment (the equipment) on terms approved by the lessee so far as they concern its interests, and(b) enters into an agreement (the leasing agreement) with the lessee, granting to the lessee the right to use the equipment in return for the payment of rentals.2. - The financial leasing transaction referred to in the previous paragraph is a transaction which includes the following characteristics:(a) the lessee specifies the equipment and selects the supplier without relying primarily on the skill and judgment of the lessor;(b) the equipment is acquired by the lessor in connection with a leasing agreement which, to the knowledge of the supplier, either has been made or is to be made between the lessor and the lessee; and(c) the rentals payable under the leasing agreement are calculated so as to take into account in particular the amortisation of the whole or a substantial part of the cost of the equipment.3. - This Convention applies whether or not the lessee has or subsequently acquires the option to buy the equipment or to hold it on lease for a further period, and whether or not for a nominal price or rental.4. - This Convention applies to financial leasing transactions in relation to all equipment save that which is to be used primarily for the lessee's personal, family or household purposes.Article 2In the case of one or more sub-leasing transactions involving the same equipment, this Convention applies to each transaction which is a financial leasing transaction and is otherwise subject to this Convention as if the person from whom the first lessor (as defined in paragraph 1 of the previous article) acquired the equipment were the supplier and as if the agreement under which the equipment was so acquired were the supply agreement.Article 31. - This Convention applies when the lessor and the lessee have their places of business in different States and:(a) those States and the State in which the supplier has its place of business are Contracting States; or(b) both the supply agreement and the leasing agreement are governed by the law of a Contracting State.2. - A reference in this Convention to a party's place of business shall, if it has more than one place of business, mean the place of business which has the closest relationship to the relevant agreement and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of that agreement.Article 41. - The provisions of this Convention shall not cease to apply merely because the equipment has become a fixture to or incorporated in land.2. - Any question whether or not the equipment has become a fixture to or incorporated in land, and if so the effect on the rights inter se of the lessor and a person having real rights in the land, shall be determined by the law of the State where the land is situated.Article 51. - The application of this Convention may be excluded only if each of the parties to the supply agreement and each of the parties to the leasing agreement agree to exclude it.2. - Where the application of this Convention has not been excluded in accordance with the previous paragraph, the parties may, in their relations with each other, derogate from or vary the effect of any of its provisions except as stated in Articles 8(3) and 13(3)(b) and (4).Article 61. - In the interpretation of this Convention, regard is to be had to its object and purpose as set forth in the preamble, to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.2. - Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.CHAPTER II - RIGHTS AND DUTIES OF THE PARTIESArticle 71. - (a) The lessor's real rights in the equipment shall be valid against the lessee's trustee in bankruptcy and creditors, including creditors who have obtained an attachment or execution.(b) For the purposes of this paragraph "trustee in bankruptcy" includes a liquidator, administrator or other person appointed to administer the lessee's estate for the benefit of the general body of creditors.2. - Where by the applicable law the lessor's real rights in the equipment are valid against a person referred to in the previous paragraph only on compliance with rules as to public notice, those rights shall be valid against that person only if there has been compliance with such rules.3. - For the purposes of the previous paragraph the applicable law is the law of the State which, at the time when a person referred to in paragraph 1 becomes entitled to invoke the rules referred to in the previous paragraph, is :(a) in the case of a registered ship, the State in which it is registered in the name of the owner (for the purposes of this sub-paragraph a bareboat charterer is deemed not to be the owner);(b) in the case of an aircraft which is registered pursuant to the Convention on International Civil Aviation done at Chicago on 7 December 1944, the State in which it is so registered;(c) in the case of other equipment of a kind normally moved from one State to another, including an aircraft engine, the State in which the lessee has its principal place of business;(d) in the case of all other equipment, the State in which the equipment is situated.4. - Paragraph 2 shall not affect the provisions of any other treaty under which the lessor's real rights in the equipment are required to be recognised.5. - This article shall not affect the priority of any creditor having:(a) a consensual or non-consensual lien or security interest in the equipment arising otherwise than by virtue of an attachment or execution, or(b) any right of arrest, detention or disposition conferred specifically in relation to ships or aircraft under the law applicable by virtue of the rules of private international law.Article 81. - (a) Except as otherwise provided by this Convention or stated in the leasing agreement, the lessor shall not incur any liability to the lessee in respect of the equipment save to the extent that the lessee has suffered loss as the result of its reliance on the lessor's skill and judgment and of the lessor's intervention in the selection of the supplier or the specifications of the equipment.(b) The lessor shall not, in its capacity of lessor, be liable to third parties for death, personal injury or damage to property caused by the equipment.(c) The above provisions of this paragraph shall not govern any liability of the lessor in any other capacity, for example as owner.2. - The lessor warrants that the lessee's quiet possession will not be disturbed bya person who has a superior title or right, or who claims a superior title or right and acts under the authority of a court, where such title, right or claim is not derived from an act or omission of the lessee.3. - The parties may not derogate from or vary the effect of the provisions of the previous paragraph in so far as the superior title, right or claim is derived from an intentional or grossly negligent act or omission of the lessor.4. - The provisions of paragraphs 2 and 3 shall not affect any broader warranty of quiet possession by the lessor which is mandatory under the law applicable by virtue of the rules of private international law.Article 91. - The lessee shall take proper care of the equipment, use it in a reasonable manner and keep it in the condition in which it was delivered, subject to fair wear and tear and to any modification of the equipment agreed by the parties.2. - When the leasing agreement comes to an end the lessee, unless exercising a right to buy the equipment or to hold the equipment on lease for a further period, shall return the equipment to the lessor in the condition specified in the previous paragraph.Article 101. - The duties of the supplier under the supply agreement shall also be owed to the lessee as if it were a party to that agreement and as if the equipment were to be supplied directly to the lessee. However, the supplier shall not be liable to both the lessor and the lessee in respect of the same damage.2. - Nothing in this article shall entitle the lessee to terminate or rescind the supply agreement without the consent of the lessor.Article 11The lessee's rights derived from the supply agreement under this Convention shall not be affected by a variation of any term of the supply agreement previously approved by the lessee unless it consented to that variation.Article 121. - Where the equipment is not delivered or is delivered late or fails to conform to the supply agreement:(a) the lessee has the right as against the lessor to reject the equipment or to terminate the leasing agreement; and(b) the lessor has the right to remedy its failure to tender equipment in conformity with the supply agreement,as if the lessee had agreed to buy the equipment from the lessor under the same terms as those of the supply agreement.2. - A right conferred by the previous paragraph shall be exercisable in the same manner and shall be lost in the same circumstances as if the lessee had agreed to buy the equipment from the lessor under the same terms as those of the supply agreement.3. - The lessee shall be entitled to withhold rentals payable under the leasing agreement until the lessor has remedied its failure to tender equipment inconformity with the supply agreement or the lessee has lost the right to reject the equipment.4. - Where the lessee has exercised a right to terminate the leasing agreement, the lessee shall be entitled to recover any rentals and other sums paid in advance, less a reasonable sum for any benefit the lessee has derived from the equipment.5. - The lessee shall have no other claim against the lessor for non-delivery, delay in delivery or delivery of non-conforming equipment except to the extent to which this results from the act or omission of the lessor.6. - Nothing in this article shall affect the lessee's rights against the supplier under Article 10.Article 131. - In the event of default by the lessee, the lessor may recover accrued unpaid rentals, together with interest and damages.2. - Where the lessee's default is substantial, then subject to paragraph 5 the lessor may also require accelerated payment of the value of the future rentals, where the leasing agreement so provides, or may terminate the leasing agreement and after such termination:(a) recover possession of the equipment; and(b) recover such damages as will place the lessor in the position in which it would have been had the lessee performed the leasing agreement in accordance with its terms.3. - (a) The leasing agreement may provide for the manner in which the damages recoverable under paragraph 2 (b) are to be computed.(b) Such provision shall be enforceable between the parties unless it would result in damages substantially in excess of those provided for under paragraph 2 (b). The parties may not derogate from or vary the effect of the provisions of the present sub-paragraph.4. - Where the lessor has terminated the leasing agreement, it shall not be entitled to enforce a term of that agreement providing for acceleration of payment of future rentals, but the value of such rentals may be taken into account in computing damages under paragraphs 2(b) and 3. The parties may not derogate from or vary the effect of the provisions of the present paragraph.5. - The lessor shall not be entitled to exercise its right of acceleration or its right of termination under paragraph 2 unless it has by notice given the lessee areasonable opportunity of remedying the default so far as the same may be remedied.6. - The lessor shall not be entitled to recover damages to the extent that it has failed to take all reasonable steps to mitigate its loss.Article 141. - The lessor may transfer or otherwise deal with all or any of its rights in the equipment or under the leasing agreement. Such a transfer shall not relieve the lessor of any of its duties under the leasing agreement or alter either the nature of the leasing agreement or its legal treatment as provided in this Convention.2. - The lessee may transfer the right to the use of the equipment or any other rights under the leasing agreement only with the consent of the lessor and subject to the rights of third parties.CHAPTER III - FINAL PROVISIONSArticle 151. - This Convention is open for signature at the concluding meeting of the Diplomatic Conference for the Adoption of the Draft Unidroit Conventions on International Factoring and International Financial Leasing and will remain open for signature by all States at Ottawa until 31 December 1990.2. - This Convention is subject to ratification, acceptance or approval by States which have signed it.3. - This Convention is open for accession by all States which are not signatory States as from the date it is open for signature.4. - Ratification, acceptance, approval or accession is effected by the deposit of a formal instrument to that effect with the depositary.Article 161. - This convention enters into force on the first day of the month following the expiration of six months after the date of deposit of the third instrument of ratification, acceptance, approval or accession.2. - For each State that ratifies, accepts, approves, or accedes to this Convention after the deposit of the third instrument of ratification, acceptance, approval or accession, this Convention enters into force in respect of that State on the first day of the month following the expiration of six months after the date of the deposit of its instrument of ratification, acceptance, approval or accession.Article 17This Convention does not prevail over any treaty which has already been or may be entered into; in particular it shall not affect any liability imposed on any person by existing or future treaties.Article 181. - If a Contracting State has two or more territorial units in which different systems of law are applicable in relation to the matters dealt with in this Convention, it may, at the time of signature, ratification, acceptance, approval or accession, declare that this Convention is to extend to all its territorial units or only to one or more of them, and may substitute its declaration by another declaration at any time.2. - These declarations are to be notified to the depositary and are to state expressly the territorial units to which the Convention extends.3. - If, by virtue of a declaration under this article, this Convention extends to one or more but not all of the territorial units of a Contracting State, and if the place of business of a party is located in that State, this place of business, for the purposes of this Convention, is considered not to be in a Contracting State, unless it is in a territorial unit to which the Convention extends.4. - If a Contracting State makes no declaration under paragraph 1, the Convention is to extend to all territorial units of that State.Article 191. - Two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention is not to apply where the supplier, the lessor and the lessee have their places of business in those States. Such declarations may be made jointly or by reciprocal unilateral declarations.2. - A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-Contracting States may at any time declare that the Convention is not to apply where the supplier, the lessor and the lessee have their places of business in those States.3. - If a State which is the object of a declaration under the previous paragraph subsequently becomes a Contracting State, the declaration made will, as from the date on which the Convention enters into force in respect of the new Contracting State, have the affect of a declaration made under paragraph 1, provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration.Article 20A Contracting State may declare at the time of signature, ratification, acceptance, approval or accession that it will substitute its domestic law for Article 8(3) if its domestic law does not permit the lessor to exclude its liability for its default or negligence.Article 211. - Declarations made under this Convention at the time of signature are subject to confirmation upon ratification, acceptance or approval.2. - Declarations and confirmations of declarations are to be in writing and to be formally notified to the depositary.3. - A declaration takes effect simultaneously with the entry into force of this Convention in respect of the State concerned. However, a declaration of which the depositary receives formal notification after such entry into force takes effect on the first day of the month following the expiration of six months after the date of its receipt by the depositary. Reciprocal unilateral declarations under Article 19 take effect on the first day of the month following the expiration of six months after the receipt of the latest declaration by the depositary.4. - Any State which makes a declaration under this Convention may withdraw it at any time by a formal notification in writing addressed to the depositary. Such withdrawal is to take effect on the first day of the month following the expiration of six months after the date of the receipt of the notification by the depositary.5. - A withdrawal of a declaration made under Article 19 renders inoperative in relation to the withdrawing State, as from the date on which the withdrawal takes effect, any joint or reciprocal unilateral declaration made by another State under that article.Article 22No reservations are permitted except those expressly authorised in this Convention.Article 23This Convention applies to a financial leasing transaction when the leasing agreement and the supply agreement are both concluded on or after the date on which the Convention enters into force in respect of the Contracting States referred to in Article 3(1)(a), or of the Contracting State or States referred to in paragraph 1(b) of that article.Article 241. - This Convention may be denounced by any Contracting State at any time after the date on which it enters into force for that State.2. - Denunciation is effected by the deposit of an instrument to that effect with the depositary.3. - A denunciation takes effect on the first day of the month following the expiration of six months after the deposit of the instrument of denunciation with the depositary. Where a longer period for the denunciation to take effect is specified in the instrument of denunciation it takes effect upon the expiration of such longer period after its deposit with the depositary.Article 251. - This Convention shall be deposited with the Government of Canada.2. - The Government of Canada shall:(a) inform all States which have signed or acceded to this Convention and the President of the International Institute for the Unification of Private Law (Unidroit) of:(i) each new signature or deposit of an instrument of ratification, acceptance, approval or accession, together with the date thereof;(ii) each declaration made under Articles 18, 19 and 20;(iii) the withdrawal of any declaration made under Article 21 (4);(iv) the date of entry into force of this Convention;(v) the deposit of an instrument of denunciation of this Convention together with the date of its deposit and the date on which it takes effect;(b) transmit certified true copies of this Convention to all signatory States, to all States acceding to the Convention and to the President of the International Institute for the Unification of Private Law (Unidroit).IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorised by their respective Governments, have signed this Convention.DONE at Ottawa, this twenty-eighth day of May, one thousand nine hundred and eighty-eight, in a single original, of which the English and French texts are equally authentic.##。

2024版国际贸易合同完整英文Contract Table of ContentsChapter 1: Preliminary1.1 Contract Introduction1.2 Purpose and Scope of the Contract1.3 Definitions and InterpretationsChapter 2: Contracting Parties2.1 Details of Party A2.2 Details of Party B2.3 Qualifications and Capacities of the Parties Chapter 3: Subject Matter of the Contract3.1 Description of Goods3.2 Scope of Services3.3 Delivery StandardsChapter 4: Price Terms4.1 Composition of Price4.2 Payment Conditions4.3 Price Adjustment MechanismChapter 5: Delivery and Transportation5.1 Delivery Schedule5.2 Transportation Arrangements5.3 Risk and Transfer of OwnershipChapter 6: Quality Assurance and Acceptance6.1 Quality Standards6.2 Acceptance Procedures6.3 Warranty PeriodChapter 7: Liability for Breach of Contract7.1 Definition of Breach7.2 Remedial Measures for Breach7.3 Compensation for BreachChapter 8: Force Majeure8.1 Events of Force Majeure8.2 Notification Obligation8.3 Consequences of Force MajeureChapter 9: Contract Modification and Termination 9.1 Procedures for Contract Modification9.2 Conditions for Contract Termination9.3 Rights and Obligations after Termination Chapter 10: Dispute Resolution10.1 Methods of Dispute Resolution10.2 Applicable Law10.3 Jurisdiction for Dispute ResolutionChapter 11: Intellectual Property11.1 Ownership of Intellectual Property11.2 Restrictions on the Use of Intellectual Property 11.3 Liability for Intellectual Property Infringement Chapter 12: Confidentiality Agreement12.1 Scope of Confidential Information12.2 Obligations of Confidentiality12.3 Duration of ConfidentialityChapter 13: Additional Provisions13.1 Introduction of Additional Provisions13.2 Legal Effect of Additional Provisions13.3 Modification of Additional ProvisionsChapter 14: Signature Page14.1 Signature of Party A14.2 Signature of Party B14.3 Date of Signature14.4 Place of SignatureChapter 15: Miscellaneous15.1 Changes in Law15.2 Effectiveness of the Contract15.3 Integrity of the Contract合同编号______第一章：Preliminary1.1 Contract IntroductionThis contract is entered into by and between Party A, hereinafter referred to as "", and Party B, hereinafter referred to as "", collectively referred to as "the Parties".1.2 Purpose and Scope of the ContractThe purpose of this contract is to stipulate the terms of cooperation between the Parties in international trade, including but not limited to the delivery of goods, provision of services, and payment of prices.1.3 Definitions and InterpretationsKey terms used in this contract are defined in Appendix A. The interpretation of the contract terms shall follow the principles of fairness and good faith.第二章：Contracting Parties2.1 Details of Party AName of Party A: ______, Address: ______, Legal Representative:______.2.2 Details of Party BName of Party B: ______, Address: ______, Legal Representative:______.2.3 Qualifications and Capacities of the PartiesBoth Parties hereby declare and guarantee that they possess the legal qualifications and capabilities necessary for the execution and fulfillment of this contract.第三章：Subject Matter of the Contract3.1 Description of GoodsA detailed description of the product specifications, models, quantities, etc., is provided in Appendix B.3.2 Scope of ServicesIf the contract includes services, the content, standards, and requirements of the services are detailed in Appendix C.3.3 Delivery StandardsThe quality standards and delivery conditions that the goods or services should meet are specified in Appendix D.第四章：Price Terms4.1 Composition of PriceThe total contract price, unit price, taxes, transportation costs, etc., are detailed in Appendix E.4.2 Payment ConditionsThe method of payment, payment timelines, and interest on delayed payments are specified in Appendix F.4.3 Price Adjustment MechanismThe conditions, procedures, and calculation methods for price adjustments are detailed in Appendix G.第五章：Delivery and Transportation5.1 Delivery ScheduleThe specific delivery timelines and progress schedule for goods or services are detailed in Appendix H.5.2 Transportation ArrangementsThe mode of transportation, cost bearing, and transportation insurance are specified in Appendix I.5.3 Risk and Transfer of OwnershipThe point of risk transfer, conditions, and timing for the transfer of ownership are detailed in Appendix J.第六章：Quality Assurance and Acceptance6.1 Quality StandardsThe quality standards and specifications that goods or services should comply with are specified in Appendix K.6.2 Acceptance ProceduresThe acceptance process, timelines, and acceptance criteria are detailed in Appendix L.6.3 Warranty PeriodThe start and end times of the quality warranty period, conditions, and responsibilities are specified in Appendix M.第七章：Liability for Breach of Contract7.1 Definition of BreachActs or omissions that violate the contract terms or fail tofulfill obligations are detailed in Appendix N.7.2 Remedial Measures for BreachRemedial measures for breach, including but not limited to liquidated damages and compensation, are specified in Appendix O.7.3 Compensation for BreachThe scope, calculation method, and payment conditions for compensation for breach are detailed in Appendix P.第八章：Force Majeure8.1 Events of Force MajeureThe definition, scope, and types of force majeure events are specified in Appendix Q.8.2 Notification ObligationThe notification procedures and time requirements in the event of force majeure are detailed in Appendix R.8.3 Consequences of Force MajeureThe impact of force majeure on the performance of the contract and the rights and obligations of both Parties are specified in Appendix S.第九章：Contract Modification and Termination9.1 Procedures for Contract ModificationThe conditions, procedures, and effectiveness requirements for contract modifications are detailed in Appendix T.9.2 Conditions for Contract TerminationThe circumstances, procedures, and conditions for contract termination are specified in Appendix U.9.3 Rights and Obligations after TerminationThe rights, obligations, and responsibilities of both Parties after contract termination are detailed in Appendix V.第十章：Dispute Resolution10.1 Methods of Dispute ResolutionThe preferred method of dispute resolution is negotiation, with alternative methods specified in Appendix W.10.2 Applicable LawThe law applicable to the resolution of contract disputes is specified in Appendix X.10.3 Jurisdiction for Dispute ResolutionThe location and jurisdictional body for dispute resolution are detailed in Appendix Y.第十一章：Intellectual Property11.1 Ownership of Intellectual PropertyThe ownership and scope of rights of intellectual property involved in the contract are specified in Appendix Z.11.2 Restrictions on the Use of Intellectual PropertyThe conditions, restrictions, and authorization scope for the use of intellectual property are detailed in Appendix AA.11.3 Liability for Intellectual Property InfringementThe determination, responsibility, and relief measures for intellectual property infringement are specified in Appendix AB.Chapter 12: Confidentiality Agreement12.1 Scope of Confidential InformationThe definition, scope, and types of confidential information are detailed in Appendix AC.12.2 Obligations of ConfidentialityThe obligations, measures, and duration of confidentiality of both Parties are specified in Appendix AD.12.3 Duration of ConfidentialityThe start and end times of the confidentiality period and the handling of confidential information are detailed in Appendix AE.12.4 Breach of ConfidentialityThe consequences and responsibilities in the event of a breach of confidentiality are specified in Appendix AF.Chapter 13: Additional Provisions13.1 Introduction of Additional ProvisionsThe conditions, procedures, and requirements for the introduction of additional provisions are detailed in Appendix AG.13.2 Legal Effect of Additional ProvisionsThe relationship and legal effect of additional provisions with this contract are specified in Appendix AH.13.3 Modification of Additional ProvisionsThe conditions, procedures, and effectiveness requirements for the modification of additional provisions are detailed in Appendix AI.Chapter 14: Signature Page14.1 Signature of Party ASignature of the representative of Party A: ______, Date: ______, Place: ______.14.2 Signature of Party BSignature of the representative of Party B: ______, Date: ______, Place: ______.14.3 Contract Originals and CopiesThis contract is made out in two originals, each Party holds one copy, with equal legal effect.14.4 Attachments EffectivenessThe attachments to the contract have the same legal effect as the contract itself, and the list of attachments is detailed in Appendix AJ.Chapter 15: Miscellaneous15.1 Changes in LawShould there be any changes in the law after the signing of the contract that affect the execution of the contract, both Parties shall negotiate to amend the contract.15.2 Effectiveness of the ContractThis contract shall take effect from the date both Parties sign and seal it.15.3 Integrity of the ContractThis contract and its annexes constitute the entire agreement between both Parties regarding this transaction, replacing all previous oral or written agreements.15.4 Method of NoticeBoth Parties shall give notice in writing, including but notlimited to letters, emails, etc.Chapter 16: Assignment of Contract16.1 Restrictions on AssignmentWithout the written consent of the other Party, neither Party may assign its rights or obligations under this contract.16.2 Procedures for AssignmentIf assignment is required, the assigning Party shall give prior written notice to the other Party and obtain the written consent, as detailed in Appendix AK.16.3 Effectiveness of AssignmentAfter assignment is agreed upon by both Parties, the assignee shall comply with all the terms of this contract and assume the corresponding obligations.16.4 Notice of AssignmentThe assigning Party shall give written notice to the other Party within ______ days after the completion of the assignment.Chapter 17: Modification and Supplement of the Contract17.1 Principle of ModificationOnce the contract is signed, neither Party may unilaterally modify it without the consent of both Parties.17.2 Procedures for ModificationBoth Parties may modify the content of the contract, and any modification shall be made in writing and take effect after being signed and sealed by both Parties, as detailed in Appendix AL.17.3 Supplementary AgreementsBoth Parties may enter into a supplementary agreement regarding matters not fully covered in the contract. Supplementary agreements have the same legal effect as this contract.Chapter 18: Interpretation of the Contract18.1 Principles of InterpretationThe interpretation of the contract terms shall follow theprinciples of fairness, good faith, and in accordance with the purpose of the contract and trade practices.18.2 Professional TerminologyProfessional terms used in the contract shall be interpreted according to relevant industry standards or as agreed by both Parties.18.3 Conflicts in InterpretationIn case of different interpretations of the contract terms, the interpretation that does not violate the purpose of the contract and legal provisions shall prevail.Chapter 19: Record Filing of the Contract19.1 Obligation of Record FilingAccording to relevant legal provisions, this contract shall befiled with ______.19.2 Procedures for Record FilingThe contract shall be filed in accordance with the relevant procedures and shall be the responsibility of ______, as detailed in Appendix AM.19.3 Effectiveness of Record FilingAfter the contract is filed, it has the legal effect of being binding on third parties.19.4 Changes in Record FilingIf there are any changes after the contract is filed, it shall promptly apply for changes with the filing authority.Chapter 20: Termination of the Contract20.1 Conditions for TerminationThe contract shall be terminated after the performance is completed or when both Parties agree to terminate.20.2 Procedures for TerminationBoth Parties shall go through the agreed procedures to handle the termination of the contract.20.3 Rights and Obligations after TerminationAfter the termination of the contract, both Parties shall fulfill their respective obligations as agreed in the contract.20.4 Notice of TerminationThe terminating Party shall give written notice to the other Party within ______ days after the satisfaction of the termination conditions.Chapter 21: Renewal of the Contract21.1 Conditions for RenewalBefore the expiration of the contract, both Parties may negotiate for the renewal.21.2 Procedures for RenewalBoth Parties shall go through the agreed procedures to handle the renewal of the contract.21.3 Effectiveness of RenewalThe contract after renewal has the same legal effect as theoriginal contract.21.4 Notice of RenewalThe renewing Party shall give written notice to the other Party within ______ days before the expiration of the contract.Chapter 22: Confidentiality of the Contract22.1 Confidential InformationBoth Parties shall keep confidential the trade secrets, technical secrets, and other information learned during the performance of the contract.22.2 Duration of ConfidentialityThe confidentiality period is effective from the date of signing the contract until ______ years after the termination of the contract.22.3 Liability for Breach of ConfidentialityThe Party that breaches the obligation of confidentiality shall compensate the other Party for the losses suffered as a result.22.4 Disclosure of Confidential InformationConfidential information may be disclosed when required by law or agreed upon by both Parties.Chapter 23: Additional Terms23.1 Definition of Additional TermsBoth Parties may supplement matters not fully covered in the contract by mutual agreement in the form of additional terms.23.2 Legal Effect of Additional TermsAdditional terms have the same legal effect as this contract.23.3 Modification of Additional TermsThe modification of additional terms shall be agreed upon by both Parties and confirmed in writing.23.4 Notice of Modification of Additional TermsAfter the modification of additional terms, both Parties shall give written notice to each other within ______ days.Chapter 24: Effectiveness of the Contract24.1 Conditions for EffectivenessThis contract shall take effect from the date both Parties sign and seal it and Party B pays the deposit.24.2 Effective DateThe signing date of this contract is: ______.24.3 Place of EffectivenessThe signing place of this contract is: ______.24.4 Performance After EffectivenessAfter the contract takes effect, both Parties shall perform their respective rights and obligations as agreed in the contract.Chapter 25: Supplementary Provisions25.1 Applicable LawThis contract is governed by the laws of ______.25.2 Right to Interpret the ContractThe final right to interpret this contract belongs to ______.25.3 Other MattersMatters not covered in this contract shall be resolved amicably through negotiation between both Parties.。

国际商务英语（5844）名词解释The theory of absolute advantage 绝对利益学说Free trade area 自由贸易区Creditor country 债权Quotation 报价单A counter-offer 还盘Consignment 寄售Bill of lading 提单invoice 发票Beneficiary 受益人Foreign exchange reserves 外汇储备foreign exchange control 外汇管制Agency agreement 代理合同/协议Business correspondence 商业信函Customs duties 关税Absolute quota 绝对配额承兑Gain progit 获利Futures trade 世界贸易化Knowledge industry 知识产业People’s Bank of China 中国人民银行Hague Rules 海牙规则Business reputation 商业信誉intellectual property 知识产权Packed of deal 一揽子交易CFR cost and freightCIF cost,insurance and freightexpertise 专家意见 expert knowledge or skill,esp.in a particular field; know-howGDP 国内生产总值 Gross Domestic ProductAssess 评定估定 to judge an amount or valueTap 轻打开发分接 to take what is needed from,to exploitTrade liberalization 贸易自由化 of trade, the act of government in lifting controls over imports and exports Tariff 关税 tax levied by the customsRevenue 收入 the total annual income of a stateInput 投入something that is put in businss operationSpecialization 专业化 to restrict one’s economic activities to certain particular fieldsMFN 最惠国 means most-favoured-nation which is a tariff treament.It is bilaterally given and provides for the lowest tariff in the tariffcode.Bisible trade it involves the import and export of goods.Immigrant remittance 移民汇款 it refers to the money sent back to home countries by people working in a foreign land.Tariff 关税 duties imposed on goods imported and exportedMaritme 近似的 xonnected with the sea or navigationClassification 分类 the arrangement of things by groupsContract 合同 is an agreement which sets forth binding obligations of the relevant parties.Oral business negotiations 口头商业谈判 oral and written. The former refers to direct discussions conducted at trade fairs or by sending trade groups abroad or by inviting foreign customers.Force majeure 不可抗力 social or natural calamities that take place beyond the control of a contracting party Firm offer 实盘 an offer whose terms and conditions are binding on the offerer.Inflation 通货膨胀 rise in prices bruoght about by the excess demand, expansion of monye supply, credit etc. Fluctuation 波动 irregular movement of (prices,exchange rates etc.)Drawee 付款人 the person to whom a draft is drawn.Confirming bank 保兑银行 the bank that adds its own commitment to an L/C.Bill of exchange 汇票 written order drawn by the beneficiary on the bank for the purpose of payment.The invoice 商业发票 it is the general description of the quality and quantity of the goods and the unit and total price.Transportation 运输 is defined as the movement of freght and passengers from one location to another. Distribution 分配，发行 combination of related parts or elements accepted or rejected as a single unit. Insurance 保险 is a social device in which a group of individuals transfei risk and provides for payment of losses from funds contributed by all members who transferred risk.F.P.A.(free from particular average) 平安险 is a very limited cover confining the insurer’s liability,stectly speaking, to only total loss of the insured cargo,and partial loss of or damage to the cargo is answerable only where the carrying vessel is grounded,sunk or burnt.Regional economic integration is the loosest form of regard economic intergration in which members remove barrier to the flow of goods and services among themselves while each member still adopts its own policy as regardsto trade with outsiders.翻译：1) International business involves more factors and thus is more complicated than domestic business. 国际贸易一般指不同国家的当事人进行的交易，它涉及到许多因素，因而比国内贸易要复杂得多。

KeyChapter1I. Answer my questions1. International trade is business whose activities involve the crossing of national borders. It includes not only international trade and foreign manufacturing but also encompasses the growing services industry in areas such as transportation, tourism, banking, advertising, construction, retailing, wholesaling, and mass communications. It includes all business transactions that involve two or more countries. Such business relationship may be private or governmental.2. Sales expansion, resource acquisition and diversification of sales and supplies.3. To gain profit.4. To seej out foreign markets and procurement.5. There are four major forms which are the following:Merchandise exports and Imports, Service Exports and Imports, Investment and Multinational Enterprise.6. It is the account which is a summary statement of the flow of all international economic and financial transactions between one nation (eg.the United States ) and the rest of the world over some period of time, usually one year.7. Merchandise Exporting and Importing.8. Yes. There are great differences between them.1) direct investment takes place when control follows the investment. It usually means high commitment of capital, personnel, and technology abroad. It aims at gaining of foreign resources and foreign markets. Direct investment may often get higher foreign sales than exporting. And sometimes it involves two or more parties.2) While portfolio investments are not under control. And they are used primarilyfor financial purposes. Treasures of companies, for example, routinely more funds from one country to another to get a higher yield on short term investments.9. MNE is the abbreviation of the multinational enterprise. Its synonyms are NNC (the multinational corporation) and TNC (transnational corporation).10. Examples are travel, transport, fee, royalties, dividends and interest.11. The choice of forms is influenced by the objective being pursued and the environments in which the company must operate.12. It is limited by the number of people interested in a firm’s products and services and by customers’ capacity to make purchase.13. This is because at an early stage of international involvement these operations usually take the least commitme nt and least risk of a firm’s resources.14. Royalties means the payment for use of assets from abroad, such as for trademarks patens, copyrights, or other expertise under contract known as licencing agreements.Royalties are also paid franchising.15. It is a way of doing business in which one party (the franchiser) the use of a trademark that is an essential asset for the franchisers’ business.II Match each one on the left with its correct meaning on the right1. J2.A3.E4.B5.C6.D7.I8.G9.F 10.HIII Translate the following terms and phrases into Chinese1 购买力11 经济复苏；恢复2 潜在销售量12 经济衰退3 加价，涨价13 间接投资4 国内市场14 有形货物5 制成品15 有形进出口6 边际利润16 收入及支出；岁入及岁出7 市场占有率17 超额能力8 贸易歧视18 贸易中间人（商）；经纪人9 时机选择19 全部包建的工程承包方式10 经销周期20 许可证协定IV Translate the following into English1. Trade is often the ‘engine’ of growt h. However oversimplified this metaphormay be, it does serve to underline the importance of foreign trade in the process of growth. A healthy expansion of exports may not always be sufficient condition for rapid and sustained growth, but a strong positive association between the two is clearly undeniable. Trade expansion contributes to economic growth in many ways. Among them are the benefits of specialization; the favorable effects of international competition on domestic economic efficiency; the increased capacity to pay for the imports required in development and more generally the stimulus to investment.2. International trade is the exchange of goods and services produced in one country for goods and services produced in another country. In addition to visible trade, which involves the import and export of goods and merchandise, there is also invisible trade, which involves the exchange of services between nations. Nations such as Greece and Norway have large maritime fleets and provide transportation service. This is a kind of invisible trade. Invisible trade can be as important to some nations as the export of raw materials or commodities is to others. In both cases, the nations earn the money to buy necessities.3. There exist different ways of conducting international business. Exclusive sale means the seller gives the overseas client the exclusive right of selling a particular product in a designated area within a specified period of time. In this kind of business transaction, the product is bought by the exclusive seller and therefore he should sell the product by himself, assuming sole responsibilities for his profit and loss. Exclusive sale is different from agency where only commission is involved. And difference exists between general contract and exclusive sales because the exclusive seller enjoys exclusive right in a particular area.4. There is no country in the world that can produce all the products it needs.Thus countries join in international division of labor for effective production and reproduction. Sometimes a country can buy goods and services from abroad on a barter basis. Barter means doing business by exchanging goods of one sort for goods of another sort without using money. Barter trade itself is not enough to meat a country’s imp ort needs. But as a form of international trade, it is still attractive in developing countries where foreign exchange is in short supply and inflow of foreign funds is far from sufficient to meet their obligations in external trade.I. Answer the following questions(Omited)II. Filling the blanks with the suitable words in the text:1.meeting/satisfying;2.agent, foreign/overseas;mission;4.own;5.setting;6.patent;7.profits;8.outlets;9.joint, venture; 10.subsidiaryIII.Translate the followings into English1). Economic activity began with the cavemen, who was economicallyself-sufficient. He did his own hunting, found his own shelter, and provided for his own needs. As primitive populations grew and developed, the principle of division of labor evolved. One person was more able to perform some activity than another, and therefore each person concentrated on what he did best. While one hunted, another fished. The hunter then traded his surplus to the fisherman, and each benefited from the variety of diet.In today’s complex economic world, neither individuals nor nations areself-sufficient nations are self-sufficient. Nations have utilized different economic resources; people have developed different skills. This is the foundation of international trade and economic activities.Foreign trade, the exchange of goods between nations, takes place for many reasons. The first, as mentioned above, is that no nation has all of the commodities than it needs. Raw materials are scattered around the world. Large deposits of copper are mined in Peru and Zaire, diamonds are mined in South Africa, and petroleum is recovered in Middle East. Countries that do not have these resources within their own boundaries must buy from countries that export them.Foreign trade also occurs because a country often does not have enough of a particular item to meet its needs. Although the United States is a major producer of sugar, it consumes more than it can produce internally and thus must import sugar. Third, one nation can sell some items at a lower cost than other countries. Japanhas been able to export large quantities of radios and television sets because it can produce them more efficiently than other countries. It is cheaper for the United States to buy these from Japan than to produce them domestically.Finally, foreign trade takes place because of innovation or style. Even though the United States produces more automobiles than any other country, it still imports large quantities of autos from Germany, Japan and Sweden, primarily because there is a market for them in the United States.2). The different kinds of trade nations engaged in are varied and complex, a mixture of visible and invisible trade. Most nations are more dependent on exports than on any other activity. The earnings from exports pay for the imports that they need and want. A nation’s balance of payment is a record of these complex transactions. By reflecting all of these transactions in monetary terms , a nation is able to combine the income it receives, for example, from exports, tourists expenditures, and immigrant remittances. This combined incomes is then spent on such items as manufactured goods from other countries, travel for its citizens to other countries, and the hiring of construction engineers.I. Translate the followings from Chinese into English:1 terms of payment2 written form of contract3 execution of the contract4 sales contract5 purchase confirmation6 terms of transaction7 trading partners 8 the setting up of a contract9 trade agreement 10 consignment contract11 the contract proper 12 extension of the contract13 the contracting parties 14 special clause15 general terms and conditionsII. Answer the following questions in English:1 A contract is an agreement which sets forth bind obligations of the relevant parties. And any part that fails to fulfill his contractual obligations may be sued and forced to make compensation.2 There are two parties of business contract negotiations: oral and written. The former refers to direct discussions abroad; written negotiations often begin with enquiries made by the buyers.3 A written contract is generally prepared and signed as the proof of the agreement and as the basis for its execution. A sales or purchase confirmation is less detailed than a contract, covering only the essential terms of the transaction. It is usually used for smaller deals or between familiar trade partners.4 The setting up of a contract is similar to that of a trade agreement or any othertype of formal agreements. It generally contains: 1) the title. The type of the contract is indicated in the title; 2) the contract proper. It is the main part of a contract; 3) the signature of the contracting parties indicating their status as the seller or the buyer; 4) the stipulations on the back of the contract and are equally binding upon the contracting parties.5 It generally contains the time of shipment, the mode of payment described in addition to an exact description of the goods including the quantity, quality, specifications, packing methods, insurance, commodity inspection, claims, arbitration and force majeure, etc.III. Translate the following into Chinese:合同是在双方达成协议的基础上制定的，而协议又是双方进行商务谈判的结果。