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英文合同结构与主要条款

英文合同结构与主要条款
标准英文合同通常可以分为前言(Preamble)、正文(Habendum)、证明部分(Attestation)、附录(Schedule)四大部分组成
1. 前言(Preamble)部分
前言一般包含三部分:开场白(premises),鉴于条款(whereas clause)及过渡条款(transitional clause)

a.开场白的结构:
This contact /agreement is made as of __ in the place of__ by and between ___a corporation duly organized and existing under the law of __with its address at __(hereinafter referred to party A) and __a corporation duly organized and existing under the law of __with its address at __(hereinafter referred to party B)
b. “鉴于(Whereas)”条款又称“叙述(Recital)条款”或“订约背景(Background)”
whereas __
c.过渡条款在鉴于条款之后,另起一行,以”now therefore , the parties hereto agree as follow:”衔接

正文”部分主要包含以下条款

(1) “定义及解释(Definition and interpretation)”条款
(2) “陈述与保证(Representations and Warranties)”条款
(2) “先决条件(Conditions precedent)”条款
(4) 转让条款(assignment)
(5)合同义务(Contracts and Obligations)
(6)期限及终止条款(term and termination)
(7)违约条款(default)
(8) “不可抗力(Force Majeure)”条款
(9))诉讼与仲裁(Litigation and Arbitration)
(10)保密(Non-disclosure or No Publicity)”条款
(11) “争议解决(Dispute Resolution)”条款
(12)赔偿条款(indemnification)
(13)通知条款(notice)

五、证明部分(Attestation)
英文合同结构中的最后一个部份就是结尾辞即证明部分与当事人的签名。所谓「结尾辞」指的是在当事人签名之前经常会出现一段文字,相当于中文合同中“双方签字盖章,特此为证”。除了表明签名人确实为正当授权的代表外,还会具明签名的日期。至于签名档的部份,如果当事人是公司的话,除了代表人的签名以外,还要加盖公司印鉴,并且通常会注明代表人的职务(title)。
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by duly authorized representatives of both parties on the date and year first written above.
By: By:
Title: Title:
本协议由被授权之人,于本协议上述所记载日期,代表双方当事人缔结生效之,特此为证。
_________________ __________________
代表人: 代表人:
职务: 职务:
& IN WITNESS WHEREOF
这三个词是英文合同结尾辞的标准模式,实体上讲并没有什幺特别的功能或意义,与中文合同里最后通常会记载的

附录(Schedule)部分


SALES CONTRACT (销售合同范本)
No:
Date:
For Account of:
Indent No:
This contract is made by and between the Sellers and the Buyers; Whereby the Sellers agree to sell and the Buyers agree to buy the undermentioned goods according to the terms and conditions stipulated below and overleaf:
(1) Names of commodity (ies) and specification(s)
(2) Quantity
(3) Unit price
(4) Amount
TOTAL:
__________% more or less allowed
(5) Packing:
(6) Port of Loading:
(7) Port of Destination:
(8) Shipping Marks:
(9) Time of Shipment: Within ____________________days after receipt of L/C, allowing transshipment and partial shipment.
(10) Terms of Payment:
By 100% Confirmed, Irrevocable and Sight Letter of Credit to remain valid for negotiation in China until the 15th day after shipment.
(11) Insurance:
Covers all risks and war risks only as per the Clauses of the People's Insurance Company of China for 110% of the invoice value.
To be effected by the Buyer.
(12) The Buyer shall establish the covering Letter of Credit before _________; failing which, the Seller reserves the right to rescind this Sales Contract without further notice, or to accept whole or any part of this Sales Contract, non-fulfilled by the Buyer, of to lodge claim for direct losses sustained, if any
(13) Documents: The Sellers shall present to the negotiating bank, Clean On Board Bill of Lading, Invoice, Quality Certificate issued by the China Commodity Inspection Bureau or the Manufacturers, Survey Report on Quantity/Weight issued by the China Commodity Inspection Bureau, and Transferable Insurance policy or Insurance Certificate when this contract is made on CIF basis.
(14) For this contract signed on CIF basis, the premium should be 110% of invoice value. All risks insured should be included within this contract. If the Buyer asks to increase the insurance premium or scope of risks, he should get the permission of the Seller before time of loading, and all the charges thus incurred should be borne by the Buyer.
(15) Quality/Quantity Discrepancy; In case of quality discrepancy, claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination; while for quantity discrepancy, claim should be filed by the Buyer within 15 days after the arrival of the goods at port of destination. It is understood that the Seller shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping Company, other transportation organizations and/or Post Office are liable.
(16) The Seller shall not be held liable for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Contract in consequence of any Force Majeure incidents.
(17) Arbitration:
All disputes in connection with this contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to China International Economic And Trade Arbitration Commission in accordance with the provisional Rules of Procedures promulgated by the said Arbitration Commission. The arbitration shall take place in Beijing and the decision of the Arbitration Commission shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. Or arbitration may be settled in the third country mutually agreed upon by both parties.
(18) The Buyer is requested always to quote THE NUMBER OF THE SALES CONTRACT in the Letter of Credit to be opened in favor of the Seller.
(19) Other Conditions:
Seller: Buyer:
Our Contract Template Database is complied in accordance with laws of P.R.C. This English document is translated according to its Chinese version. In case of discrepancy, the original version in Chinese shall prevail.
 

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