Chapter 15 Contract-6.16

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合同商务英语15

合同商务英语15

商务英语写作辅导资料十五主题:对Unit 15合同(Contracts)知识点的补充学习时间:2013年7月8日-7月14日内容:Classification/Contents(本章重点)For letters concerning ordersTypical Expressions1. Using order as an offerBy means of this letter, we place an order with you for the toys of the following particulars. 籍此致函,向贵方订购下列品种的玩具。We order 120 units of Italian furniture No.TS-11 at US$320 per unit FOB Shanghai as following. 我们向贵公司订购120套TS-11号意大利家具:每套320美元,FOB上海交货价。2. Using order as an acceptance or accepting an orderWe thank you for your quotation of May 20, 2007 and now place an order with you for the following items. 谢谢贵方2007年5月20日的报价,现向贵方订购商品如下:In reply to your letter of May 20, 2007 quoting us the prices of soybeans, we are pleased to place a trial order as mentioned in the enclosed sheet. 兹回复贵方2007年5月20日的大豆报价函,现试订购如所附订单。3. Using order as an confirmation or confirming an orderThank you for your order No.123. We accept it and will dispatch the goods early June. 谢谢贵方123号订单,我们接受此订单,并将于6月初交货。We are pleased to confirm your order for the T-shirts on the following terms. 我们很高兴确认贵方按以下条件订购T恤的订单。We confirm with you the following order for the pillowcases at the prices in your letter. 我们确认按贵方来函中所提价格成交的枕头订单如下:Thank you very much for your offer of May 5,2007 for 500 cases canned beef. We are pleased to confirm our acceptance as shown in the enclosed order form. 谢谢贵方2007年5月5日关于500箱牛肉罐头的报盘, 我方愿意按附寄订单所示确认接受。4. Using order as a counter-offer or counter-offering an order or recommending suitable substitutesWe are pleased to place the following orders with you if you can guarantee shipment from Guangzhou to Singapore by October 9, 2007: 若贵方能保证在2007年10月9日前将货物由上海运至新加坡,则我方乐于向贵方定购下列货物:Thank you for your order for bicycles, but we regret that your prices are too lowto be acceptable. In view of our long-standing relations, we would like to make you a counter-offer as following: 谢谢贵方关于自行车的订单,但遗憾的是,贵方所出的价格太低以致我方无法接受。考虑到我们长期的业务关系,我们愿意向贵方还盘如下:We regret that the article you ordered is out of stock now. It will be around July when a new stock is supplied. We will inform you as soon as the new supply is available. 很抱歉你们所订的货物已无存货。新货供应大概要到7月左右。有新货时我们将尽快通知你。For letters concerning contract1. Confirming the businessThe price you quoted is workable. Therefore we have cabled you our acceptance. 我们认为贵方报价可行,已去电表示接受。2. Stating that you have enclosed an order form /contract/sales confirmationEnclosed please find our sales confirmation No. ... in duplicate for your counter-signature. Please sign and return one copy to us for our record. 随函附寄我方第……号销售确认书一份,请查收。请会签后尽快寄回一份供我方备案。3. Expressing your expectationWe would be grateful if you would sign the contract and return one copy to us for our record as soon as possible. 如贵公司能尽快签署合同并寄回一份供我方备案,我们将不胜感激。We hope that the contract will be fulfilled smoothly and successfully. 希望本合同能够顺利并成功地履行。Thank you very much for your cooperation and hope that this may be the beginning of long and friendly relationship between us. 十分感谢贵方的合作。希望此次合作成为我们双方长期友好关系的开端。Expressions1. new/fresh orders 新订单initial orders 首次订单outstanding orders 未完成订单trial orders 试订单duplicate orders, repeat orders 重复订单,续订单amended orders 修改后的订单2. accept an order 接受订单confirm an order 确认订单cancel/withdraw an order取消订单3. book an order 接受订单place an order 下订单4. carry out/execute/fulfill/work on/fill an order 执行订单5. decline an order, refuse an order, turn down an order 拒绝订单6. send/give sb. an order for sth. 向某人下……的订单7. order sth. at a... (price) 以……(价格)订购某物8. confirm acceptance of one’s order 确认接受某人的订单9. in/out of stock 有/无存货10. recommend sth. as a substitute 推荐某物作为替代品11. be unable/not in a position to accept/entertain one’s order 无法接受某人的订单12. ensure the fulfillment of an order 保证订单的执行13. sales contract 销售合同sales confirmation 销售确认书14. draw up a contract 草拟合同draft a contract 起草合同have a contract ready for signature 备好合同签字15. sign/close/enter into a contract 签订合同16. sign/countersign and return a copy of... for one’s file/record 签退/会签一份……供某人存档/备案17. Enclosed please find ... 随函附上……,请查收。Hereby we enclose ... 兹附寄……be pleased to enclose ... 很高兴地附上……Enclosed is ... 所附上的是……18. We are sending you ... 现(特此)寄上……19. counter-signature 会签20. in duplicate/ triplicate/ quadruplicate 一式两/三/四份例题:Sample letterAn Order Used as an OfferDear Sir or Madam,Thank you very much for your letter of June 15, 2007 with models and price lists. We have chosen Article No.1338 for which we enclose order No.988. The goods are urgently required, so prompt delivery will be most appreciated.We hope this order is workable to you and look forward to your earliest reply.Yours sincerely,Order No.988ABC CorporationNew York, USADear Sir or Madam:Please supply:Quantity Article Price Delivery1000 sets No.1338 US$850 August, 2007Packing: each set to be packed in a plastic box, with a wooden case as an outer packageInsurance: W.A.1 for 10% over the invoice amount2Marks: as usual with our previous ordersPayment: draft at sight under an irrevocable Letter of Credit3Notes1. “W.A.”也可以简写为“W.P.A.,即“With Particular Average”,译为“水渍险”,是海洋运输保险中的一个险别。2. “10% over the invoice amount”指“超过发票金额10%”,即“按发票金额的110%投保”。3. draft at sight under an irrevocable Letter of Credit 在不可撤销信用证条件下凭即期汇票支付练习题:将下列表达方式翻译成英文1. initial orders2. book an order3. ensure the fulfillment of an order4. sales confirmation5. recommend sth. as a substitute答案:1. 首次订单2. 下订单3. 保证订单的执行4. 销售确认书5. 推荐某物作为替代品。

(完整版)CISG中英文对照版

(完整版)CISG中英文对照版

联合国国际货物销售合同公约中英文对照字体大小:大- 中- 小quanzhoufanyi 发表于08-08-07 10:42 阅读(288) 评论(0) 联合国国际货物销售合同公约(United Nations Convention on Contractsfor the International Sale of Goods (1980) )PreambleThe States Parties to this Convention Bearing in Mind the broad objectives in the resolutions adopted by the sixth special session of the General Assembly of the United Nations on the establishment of a New International Economic Order. Considering that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among States, Being of the Opinion that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade, have decreed as follows: 本公约个缔约国: 铭记联合国大会第六界特别会议通过的关于建立新的国际经济次序的各项决议的广泛目标, 考虑到在平等互利基础上发展国际贸易, 是促进各国间友好关系的一个重要因素, 认为采用照顾到不同的社会, 经济和法律制度的国际货物销售合同统一规则,将有助于减少国际贸易的法律障碍, 促进国际贸易的发展. 兹协议如下.PART ISphere of Application and General ProvisionsChapter ISphere of ApplicationArticle 1(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States: ( 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) when the States are Contracting States; or ( 如果这些国家是缔约国, 或)(b) when the rules of private international law lead to the application of the law of a Contracting State. ( 如果国际私法规则导致适用某一缔约国的法律,)(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. ( 当事人营业地在不同国家的事实,如果从合同或从订立合同前任何时候或订立合同时, 当事人之间的任何交易或当事人透露的情报均看不出, 应不予考虑)(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. ( 在确定本公约的适用时, 当事人的国籍和当事人或合同的民事或商业性质,应不予考虑) Article 2This Convention does not apply to sales: ( 本公约不适用以下的销售)(a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use; ( 购供私人, 家人或家庭使用的货物销售, 除非卖方再订立合同前任何时候或订立合同时不知道而且没有理由知道这些货物是购供任何这种使用)(b) by auction; ( 经由拍卖销售的)(c) on execution or otherwise by authority of law; ( 根据法律执行令状或其他领状的销售)(d) of stocks, shares, investment securities, negotiable (可通过谈判解决的)instruments (手段)or money;( 公债,股票,投资证券, 流通票据或是货币的销售)(e) of ships, vessels (船只), hovercraft (水翼船)or aircraft;( 船舶船只,气垫船或是飞机的销售)(f) of electricity. ( 电力的销售)Article 3(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.( 供应尚待制造或生产的货物的合同应视为销售合同, 除非订购货物的当事人保证供应这种制造或生产所需的大部分重要材料.)(2) This Convention does not apply to contracts in which the preponderant( 优势的) part of the obligations of the party (当事人)who furnishes the goods consists in the supply of labour or other services.( 本公约不适用于供应货物一方的绝大部分义务在于供应劳力或其它服务的合同)Article 4This Convention governs only the formation (形成)of the contract of sale and the rights and obligations of the seller and the buyer arising from (产生)such a contract. In particular, except as otherwise expressly (明确地)provided in this Convention, it is not concerned with: ( 本公约只适用于销售合同的订立和卖方和买方因此种合同而产生的权利和义务. 特别是本公约除非另有明文规定, 与以下事项无关:)(a) the validity (效力)of the contract or of any of its provisions (供应)or of any usage;( 合同的效力,或其任何条款的效力,或任何惯例的效力)(b) the effect which the contract may have on the property in the goods sold. (合同对所销售物所有权可能产生的影响。

Chapter 15-已整理

Chapter 15-已整理

Chapter 15 The Brain, the Spinal Cord and the NervesOnce a number of the body systems have been surveyed, it should become fairly obvious that not one of these systems is capable of functioning alone. All are interdependent, and all must work together as one unit in order that the normal conditions within the body may prevail. The agency that insures the coordination of the organs and organ systems is the nervous system.Conditions both within and outside the body are constantly changing; one purpose of the nervous system is to respond to these internal and external changes (known as stimuli) and so cause the body to adapt itself to new conditions.The nervous system has been very aptly compared with a telephone exchange in which the brain and the spinal cord act as centers and the nerve trunks serve as cables and wires for carrying messages to and from various parts of these centers.15. 1 The Nervous System as a WholeThe parts of the nervous system may be grouped according to how they are made (structure) or else on the basis of what they do (function).Structural (ANATOMIC) ClassificationThe structure of the nervous system serves as the basis for the more commonly used grouping of the parts of the nervous system, as follows:1.The central nervous system, which includes the brain and the spinal cord.2.The peripheral nervous system, which is made up of cranial and spinal nerves.Cranial nerves are those which carry impulses to and from the brain. Spinal nerves arethose which carry messages to and from the spinal cord.From the standpoint of structure, the central and peripheral nervous systems together include most of the nerve tissue in the body. However, certain peripheral nerves have a special function, and for this reason they are grouped together under the designation autonomic nervous system. The reason for this separate classification is that the autonomic nervous system has to do largely with activities which go on more or less automatically. This system carries impulses from the central nervous system to the glands, the involuntary muscles found in the walls of tubes and hollow organs and the heart. The autonomic nervous system is subdivided into the sympathetic and parasympathetic nervous systems, both of which will be explained later in this chapter.Some of the nerves that carry autonomic nervous system impulses are cranial, and others are spinal.15.2 On Nerves in GeneralThe basic nerve cell is called a neuron. Neurons are composed of a cell body, containing the nucleus, with the addition of threadlike projections of the cytoplasm known as nerve fibers. The nerve fibers are of two kinds: dendrites, which conduct impulses to the cell body; and axons, which conduct impulses away from the cell body. The dendrites of sensory neurons are verydifferent from those of other neuron. They are usually single and they may be very long (as much as 3 feet) or they may be short; but in any case, they do not have the treelike appearance so typical of other dendrites. Each sensory nerve fiber (dendrite) has a special structure called the receptor, or end organ, where the stimulus is received and the sensory impulse begins. Sensations such as pain, touch, hearing and seeing which involve these sensory neurons will be discussed in Chapter 11.Each neuron is a separate unit, and there is no anatomic unity between neurons. It would be logical to ask how it is possible for neurons to be in contact; in other words, how the axon of one neuron can be in functional contact with the dendrite of another neuron. This is accomplished by the synapse, from a Greek word meaning “to clasp.” Synapses, then, are points of junction fro transmission of nerve impulses.Nerve fibers that are connected with receptors (for receiving stimuli) conduct impulses to the brain and cord, and when grouped together form afferent nerves. Those fibers that carry impulses from the centers out to the muscles and glands form efferent nerves. Motor neurons, which carry impulses that lead to the contraction of skeletal muscles, are classified as efferent neurons (Fig. 15.1). Some nerves contain a mixture of afferent and efferent nerve fibers and are often referred to as mixed nerves.Fig. 15.1 Diagram of a motor neuron15.3 The Central Nervous SystemTHE BRAINMain parts of the brainThe largest part of the brain is the cerebrum, which is divided into the two cerebral hemispheres, a right and a left one. The brainstem includes the deeper parts that comprise the interbrain (thalamus, etc.) that cannot be seen unless the brain is sectioned, and a series of smaller parts that extend downward. Starting at the upper part of this series, we may see a small part of the midbrain. Below it and plainly visible from the under view of the brain are the pons and the medulla oblongata, which connects with the spinal cord through a large opening in the base of the skull. The pons connects the midbrain and the medulla. Next in size to the cerebralhemispheres is the cerebellum, a word meaning :little brain.” It is located immediately below the back part of the cerebral hemispheres and is connected with the other parts of the brain only by means of the bridgelike pons.Structure of the cerebral hemispheresThe outer nerve tissue of the cerebral hemispheres is gray matter and is called the cerebral cortex. This gray cortex is arranged in folds forming elevated portions known as convolutions, separated by depressions or grooves called fissures, or sulci (Fig. 15.2). Internally the cerebral hemispheres are made largely of white matter and a few islands of gray matter. Inside the hemispheres are two spaces extending in a somewhat irregular fashion. These are the lateral ventricles, which are filled with a watery fluid common to both the brain and the spinal cord called cerebrospinal fluid, to be discussed later.Although there are many fissures (sulci), a few are especially important landmarks. These include the:1. Longitudinal fissure, which is a deep groove that separates the upper parts of the cerebralhemisphere from each other.2. Central fissure, which extends from the top of the brain near the center downward alongthe side at right angles to the longitudinal fissure.3. Lateral fissure, which curves somewhat along the side of the brain and separates thetemporal lobe from the rest of the cerebral hemisphere.Let us examine the cerebral cortex, the layer of gray matter which forms the surface of each cerebral hemisphere. It is within the cerebral cortex that all impulses are received and analyzed. These form the basis of knowledge; the brain “stores”knowledge, much of which can be produced on demand by means of the phenomenon which we call memory. It is in the cerebral cortex that all thought takes place, all association, judgment and discrimination. It is from the cerebral cortex, too, that the orders originating from conscious deliberation emanate; that is, the voluntary movements are controlled here.Fig. 15.2 External surface of the brain showing the main partsand some of the lobes and fissures of the cerebrum.Division and functions of the cerebral cortexThe cerebral cortex of each hemisphere is divided into four lobes, areas named from the overlying cranial bones. It has been found that each area controls a certain category of functions. The four lobes, with some of their characteristic functions, follow:1. The frontal lobe, which is relatively much larger in the human being than in any otherorganism. This contains the motor cortex which controls the voluntary muscles. The left side of the brain governs the right side of the body and the right side of the brain governs the left side of the body. The upper portion of the center controls the lower parts of the body. The frontal lobe also contains two areas used in speech (the speech centers will be discussed later).2. The parietal lobe, which occupies the upper part of each hemisphere, just behind thecentral fissure. This contains the sensory area, in which the general senses such as pain, touch and temperature are interpreted. Also, such interpretations as the determination of distances, sizes and shapes take place here.3. The temporal lobe, which is lateral (at the side) and folds under the hemispheres on eachside. This contains the auditory center for interpreting impulses from the ear.4. The occipital lobe, which is the most posterior, and extends over the cerebellum. Thiscontains the visual area for interpreting messages from the retina of the eye.Speech centersThe speech centers are among the most interesting groups of areas in the cerebral hemispheres (Fig. 15.3). Their development and use are closely connected with the processes of learning. These areas are called the:1. Auditory speech center, located in the temporal lobe near the auditory center. While theauditory center enables a person to interpret sounds, it does not have anything to do with the understanding of words. Such an understanding of language requires the development of the auditory speech center. Often, this is the first speech center to develop in the child.Babies often seem to understand what is being said long before they do any talking themselves. It is usually several years before children learn to read or write words. In many parts of the world people never learn to read or write their language.2. Visual speech center, which is somewhat above and in front of the visual center. In thisarea the ability to read with understanding is developed. You may see the writing in the Japanese language, for example, but this would involve only the visual center in the occipital lobe unless you could read the words.3. Motor speech center, located just in front of the lowest part of the motor cortex in thefrontal lobe. Since the lower part of the motor cortex controls the muscles of the head and the neck, it seems logical to think of the speech area as an extension forward to make possible the control of the muscles of speech in the tongue, the soft palate and the larynx.4. Written speech center, located above the motor speech center, and in front of the corticalarea that controls the muscles of the arm and the hand. Again this center is an extension forward from the motor cortex. The ability to write words usually is one of the last phases in the development of learning words and their meaning, although occasionally a person may write words more readily than he can vocalize them.Fig. 15.3. Functional areas of cerebrumOther parts of the cerebral hemispheresBeneath the gray matter of the cerebral cortex is the white matter, consisting of nerve fibers which connect the cortical areas with each other and with other parts of the nervous system. Among the most important of these large collections of nerve fibers is the internal capsule, a crowded strip of white matter where any injury is apt to cause extensive damage. At the base of each hemisphere are the nerve cell groups called basal ganglia, which regulate the body movements originating in the cerebral cortex. On the underside of each cerebral hemisphere is the olfactory area, concerned with the sense of smell, which is stimulated by the impulses arising in the nerve receptors of the nose.The interbrainThe interbrain, or diencephalon, can be seen only by cutting into the central section of the brain. It includes the thalamus and the hypothalamus. The two masses of gray matter that form the thalamus are relay centers and act to monitor sensory stimuli, suppressing some and magnifying others. The hypothalamus is located in the midline area below the thalamus and contains cells that control body temperature, water balance, sleep, appetite and some of our emotions, such as fear and pleasure. Both divisions of the autonomic nervous system are under the control of the hypothalamus. Thus it influe nces the heart‟s beating, the contractions of the walls of the bladder and other vital body functions.The midbrainThe midbrain is located just below the center of the cerebrum. It forms one of the forward parts of the brainstem. Four rounded masses of gray matter that are hidden by the cerebralhemispheres form the upper part of the midbrain. These four bodies, the corpora quadiigemina, act as relay centers for certain eye and ear reflexes. The ventral white matter of the midbrain conducts impulses between the higher centers of the cerebrum and the lower centers in the pons, cerebellum, medulla and spinal cord.The cerebellumThe cerebellum is made up of three parts: the middle portion, called the vermis (meaning …'wormlike‟‟), and two lateral hemisphere s at the sides. As in the case of the cerebral hemispheres, the cerebellum has an outer area of gray matter and an inner portion that is largely white matter. The functions of the cerebellum are:1. To aid in the coordination of voluntary muscles so that they will function smoothly and inan orderly fashion. Disease of the cerebellum causes muscular jerkiness and tremors.2. To help maintain balance in standing, walking and sitting, as well as during morestrenuous activities. Messages from the internal ear and from the tendon and muscle sensory end organs aid the cerebellum.3. To aid in maintaining muscle tone so that all muscle fibers are slightly tensed and readyto produce necessary changes in position as quickly as may be necessary.The ponsThe pons is white in color because it is composed largely of myelinated nerve fibers. These fibers in the pons carry messages from one side of the cerebellum to the other, from the cerebellum to the higher centers in the cerebrum and midbrain, and from the cerebellum to the lower centers, including the medulla and the spinal cord. Not only is the pons an important connecting link between the cerebellum and the rest of the nervous system, but it also contains connections with four pairs of cranial nerves. Further it contains nerve fibers that carry impulses to and from the centers located above and below it. Certain reflex (involuntary) actions are controlled in the pons; namely, some occurring in respiration.The medulla oblongataThe medulla of the brain is located between the pons and the spinal cord. It appears white externally because, like the pons, it contains many covered (myelinated) nerve fibers. Internally it contains collections of cell bodies (gray matter), which are called centers or nuclei. Among these are the very important vital centers including:1. The respiratory center, which controls the muscles of respiration in response to chemicaland other stimuli.2. The cardiac center, which tends to slow the heart rate so that it will not beat too rapidly tobe effective.3. The vasomotor center, which affects the muscles in the blood vessel walls and hencehelps to determine blood pressure.The last four pairs of cranial nerves are connected with the medulla. The nerve fibers that carry messages up through the spinal cord to the brain continue through the medulla also, as do similar descending or motor fibers. These groups of nerve fibers form tracts (bundles) and are grouped together according to function. The motor fibers from the motor cortex of the cerebral hemispheres .extend down through the medulla, and most of them cross from one side to the other (decussate) while going through this part of the brain. It is in the medulla that the shifting of nerve fibers occurs which causes the right cerebral hemisphere to control muscles in the left side of the body, and the upper portion of the cortex to control of muscles in the lower portions of the person. The medulla is an important reflex centfer, and it is here that certain neurons end and impulses are relayed to other neurons.Ventricles of the brainWithin the brain are four fluid-filled spaces called the ventricles. These extend into the various parts of the brain in a somewhat irregular fashion. We have already mentioned the largest, the lateral ventricles in the two cerebral hemispheres. Their extensions into the lobes of the cerebrum are called horns. These paired ventricles communicate with a midline space, the third ventricle, by means of the openings called foramina. The third ventricle is bounded on each side by the two parts of the thalamus, while the floor is occupied by the hypothalamus. Continuing down from the third ventricle a small canal, called the cerebral aqueduet, extends through the midbrain into the fourth ventricle. The latter is continuous with the near microscopic neural, or central, canal of the spinal cord. Do not confuse this tiny canal inside the cord with the much larger vertebral, or spinal, canal that is a part of the dorsal cavity enclosing the entire cord, together with its membranes and surrounding fluid. .In the roof of the fourth ventricle are three openings that allow the escape of fluid to the area that surrounds the brain and spinal cord. This will be discussed later.After removal of some of the fluid, air or other substances may be injected, and x-rays called encephalograms or ventriculograms are taken. Tumors or other brain disorders may sometimes be located by this means.Another kind of study of the brain and other soft tissues involves the use of high frequency sound impulses. This is called echoencephalography.BrainwavesThe interactions of the billions of nerve cells in the brain give rise to measurable electric currents. These may be recorded by an instrument called the electroencephalograph, which was Mentioned in Chapter 3. Tfie recorded tracings dr brain waves produce an electroencephalogram, not to be confused with the encephalogram mentioned earlier.Disorders of the brainSince the scientific name for the brain is encephalon, infection of, the brain is known asencephalitis. There are many causes of such disease, but the two chief pathogens are:1. Viruses, which cause some of the epidemic types of, sleeping sickness sometimes foundin the United States and in other parts of the world.2. Certain one-celled animals (protozoa) called trypanosoma, which cause the so-calledAfrican sleeping sickness. These protozoa are carried by a kind of fly (tsetse) and are capable of invading the cerebro-spinal fluid of man.Other infections that may involve the brain and related parts include abscesses and meningitis (explained later). As in the case of encephalitis a variety of organisms may cause these disorders. Viruses, bacteria, protozoa and fungi may travel from the centers of infection in the teeth, the sinuses, the tonsils and in the middle ear.Stroke, or cerebral apoplexy, is by far the most common kind of brain disorder. Rupture of a blood vessel (with a consequent cerebral hemorrhage), thrombosis or embolism may cause destruction of brain tissue. Such disorders are more frequent in the presence of artery wall disease, and hence are more common after the age of 40. The onset may seem to be sudden and often is referred to as a cerebrovascular accident. The effects of a stroke will depend on the extent and location of the artery involvement. A hemorrhage into the white matter of the internal capsule in the lower part of the cerebrum may cause extensive paralysis on the side opposite to the affected area. Such a paralysis is called hemiplegia, and the person so afflicted is known as a hemiplegic.Cerebral palsy is a disorder present at birth. It is characterized by diverse disorders of muscles varying in degree from weakness to complete paralysis, and in extent from a slight disorder of the lower extremity muscles to a multiplicity of paralyses involving all four extremities and the speech muscles as well. With patient and continuous muscle reeducation, speech training and other corrective procedures these victims may be helped considerably.Epilepsy, or so-called falling sickness, is a chronic disorder in which there is abnormality of brain function without apparent changes in tlte nerve tissues. In most cases the cause is not known. The study of brain waves obtained with the electroencephalograph usually shows abnormalities and is helpful both in diagnosis and treatment. Research is constantly improving and increasing the knowledge concerning the various forms of epilepsy. Many of these sufferers can be helped to live a normal active life if they follow a very careful hygienic regimen and use appropriate medication as outlined by a physician.Tumors of the brain may develop at any age, but are somewhat more common in young and middle-aged adults. The majority of brain tumors originate from the neuroglia and are called gliomas. The symptoms produced depend on the location of the growth, its destructiveness and the amount it compresses the brain tissue. Involvement of the frontal portions of the cerebrum often causes mental symptoms, such as changes in personality, disordered conduct and drowsiness. Early surgery offers hope of cure in some cases.Aphasia is a term that refers to the loss of the ability to speak or write, or the loss of the understanding of written or spoken language. There are several different kinds of aphasia,depending on what part of the brain is affected. Usually damage to a speech center causes more disturbance in the well-educated person than it does in the illiterate. It also has been noted that there is a tendency for the last language to be acquired to be the first to be lost; and conversely, the speech concepts that were obtained first (in childhood) remain the longest. The lesion that causes aphasia is likely to be in the left cerebral hemisphere in the right-handed person. Often much can be done for these people by patient retraining and much.understanding. The brain is an organ that has a marvelous capacity for adapting itself to different conditions, and its resources are tremendous. Often some means of communi¬cation can be found even though speech areas are damaged.THE SPINAL CORDLocation of the spinal cordIn the embryo the spinal cord occupies the entire spinal canal and so extends down into the tail portion of the vertebral column. However, the column of bone grows much more rapidly than the nerve tissue of the cord, so that the end of the cord soon fails to extend into the lower part of the spinal canal. This disparity in growth increases so that in the adult the cord ends in the region just below the area to which the last rib attaches (between the first and second lumbar vertebrae).Structure of the spinal cordExamination of the spinal cord reveals that it has a small irregularly shaped internal section made of gray matter (nerve cell bodies), and a larger area surrounding this gray part that is made of white matter (nerve fibers). A cross section of the cord shows that the gray matter is so arranged that a column of cells extends up and down dorsally, one on each side; another column is found in the ventral region; while a third less conspicuous part is situated on each side. These three pairs of columns of gray matter give this cross section an H-shaped appearance. The white matter can be seen to be made of thousands of nerve fibers arranged in three areas external to the gray matter on each side.Functions of the spinal cordThe functions of the cord may be divided into three aspects;1. Reflex activities, which involve the transfer and integration of messages that enter thecord, so that a sensory (afferent) impulse entering the center will become a motor (efferent) message leaving the cord.2. A pathway for conducting sensory impulses from afferent nerves upward throughascending tracts to the brain.3. A pathway for conducting motor impulses from the brain down through descending tractsto the nerves that will supply muscles or glands.The reflex pathway through the spinal cord usually involves three or more nerve cellstogether with their fibers, including:1. The sensory neuron, which has its beginning in a receptor and its nerve fiber in a nervethat leads to the cord.2. One or more central neurons, which are entirely within the cord.3. The motor neuron, which receives the impulse from a central neuron and then carries itvia its long axon through a nerve to a muscle or a gland.The knee jerk is an example of a spinal reflex. The pathway for the impulses that make this reflex possible includes a sensory neuron which has its receptor in the tendon just below die knee, its sensory nerve fiber in the nerves that extend to the spinal cord, central neurons inside the lower part of the cord and motor neurons that send processes through nerves from the cord to the effectors in the thigh‟s kicking muscle.Disorders involving the spinal cordAn acute virus disease affecting both the spinal cord and the brain is poliomyelitis, which is most commonly found in children. The polio virus is spread from the nose and the throat; from here it travels to the central nervous system, possibly by way of the respiratory passages and the blood. The virus may destroy the motor nerve cells in the spinal cord, in which case paralysis of one or more limbs results. The virus also can attack some of the cells of the brain and cause death. Prevention of poliomyelitis by means of the oral Sabin vaccine (which was preceded by the Salk vaccine) is one of the many significant advances in preventive medicine.Injuries to the spinal cord occur in traffic accidents in which bones of the spinal column are broken or dislocated. In wars gunshot or shrapnel wounds may damage the cord in varying degrees. Since the nerve tissue of the brain and the cord cannot repair itself, severing the cord causes paralysis below the injury, together with loss of all sensation from this area. Loss of sensation and of motion in the lower part of the body is called paraplegia.Other disorders of the spinal cord include tumors that grow from within the cord or that compress the cord from outside.Multiple sclerosis (sclerosis means hardening) involves the entire spinal cord as well as the brain. In this disease the myelin, a fatlike substance that forms a sheath around certain nerve fibers, disappears and the nerve axons themselves degenerate. It is an extremely disabling disease; however, it usually progresses very slowly so that the patient may have many years of relatively comfortable life remaining to him.Amyotrophic lateral sclerosis is a motor disorder of the nervous system in which certain cells are destroyed. The progressive destruction causes muscle atrophy and loss of motor control, until finally the victim is unable to swallow, or to talk.Spinal puncture and anesthesiaFluid may be removed from the space below the spinal cord. Since the cord is only about 18 inches long and ends some distance above the level of the hip line, a spinal puncture is usuallydone between the third and fourth lumbar vertebrae, about the level of the top of the hip bone. This cerebro-spinal fluid may be studied in the laboratory for evidence of disease or injury.Anesthetics are sometimes dissolved in. cerebrospinal fluid and then injected into the space below the cord, thus temporarily removing all sensation from the lower part of the body. In the hands of a trained operator this method of giving an anesthetic may have a number of advantages for certain types of surgery in selected patients. Under this type of anesthetic the patient is “awake” during the operation, but of course feels nothing in his lower body.COVERINGS OF THE BRAIN AND THE SPINAL CORDThe meninges are three layers of connective tissue that surround the brain and the spinal cord to form a complete enclosure; The outermost of these membranes is called the dura mater. It is the thickest and toughest of these meninges. Inside the skull, the dura mater splits in certain places to provide channels for the blood coming from the brain tissue. The second layer around the brain and the spinal cord is the arachnoid membrane (so-called because it resembles the webs produced by spiders, which belong to a group of animals called the Arachnida). The arachnoid membrane is loosely attached, to the deepest of the meninges by weblike fibers allowing a space for fluid located between the arachnoid and the innermost membrane. The third layer around the brain, the pia mater, is attached to the .nerve tissue of the brain and spinal cord and dips into all the depressions, unlike the other two meninges. It is made of a delicate Connective tissue in which there are many blood vessels. The blood supply to the brain is carried, to a large extent, by the pia mater (Fig. 15.4).Fig. 15.4 Frontal (coroal) section of top of head, showing meninges andrelated parts.。

OSHA现场作业手册说明书

OSHA现场作业手册说明书

DIRECTIVE NUMBER: CPL 02-00-150 EFFECTIVE DATE: April 22, 2011 SUBJECT: Field Operations Manual (FOM)ABSTRACTPurpose: This instruction cancels and replaces OSHA Instruction CPL 02-00-148,Field Operations Manual (FOM), issued November 9, 2009, whichreplaced the September 26, 1994 Instruction that implemented the FieldInspection Reference Manual (FIRM). The FOM is a revision of OSHA’senforcement policies and procedures manual that provides the field officesa reference document for identifying the responsibilities associated withthe majority of their inspection duties. This Instruction also cancels OSHAInstruction FAP 01-00-003 Federal Agency Safety and Health Programs,May 17, 1996 and Chapter 13 of OSHA Instruction CPL 02-00-045,Revised Field Operations Manual, June 15, 1989.Scope: OSHA-wide.References: Title 29 Code of Federal Regulations §1903.6, Advance Notice ofInspections; 29 Code of Federal Regulations §1903.14, Policy RegardingEmployee Rescue Activities; 29 Code of Federal Regulations §1903.19,Abatement Verification; 29 Code of Federal Regulations §1904.39,Reporting Fatalities and Multiple Hospitalizations to OSHA; and Housingfor Agricultural Workers: Final Rule, Federal Register, March 4, 1980 (45FR 14180).Cancellations: OSHA Instruction CPL 02-00-148, Field Operations Manual, November9, 2009.OSHA Instruction FAP 01-00-003, Federal Agency Safety and HealthPrograms, May 17, 1996.Chapter 13 of OSHA Instruction CPL 02-00-045, Revised FieldOperations Manual, June 15, 1989.State Impact: Notice of Intent and Adoption required. See paragraph VI.Action Offices: National, Regional, and Area OfficesOriginating Office: Directorate of Enforcement Programs Contact: Directorate of Enforcement ProgramsOffice of General Industry Enforcement200 Constitution Avenue, NW, N3 119Washington, DC 20210202-693-1850By and Under the Authority ofDavid Michaels, PhD, MPHAssistant SecretaryExecutive SummaryThis instruction cancels and replaces OSHA Instruction CPL 02-00-148, Field Operations Manual (FOM), issued November 9, 2009. The one remaining part of the prior Field Operations Manual, the chapter on Disclosure, will be added at a later date. This Instruction also cancels OSHA Instruction FAP 01-00-003 Federal Agency Safety and Health Programs, May 17, 1996 and Chapter 13 of OSHA Instruction CPL 02-00-045, Revised Field Operations Manual, June 15, 1989. This Instruction constitutes OSHA’s general enforcement policies and procedures manual for use by the field offices in conducting inspections, issuing citations and proposing penalties.Significant Changes∙A new Table of Contents for the entire FOM is added.∙ A new References section for the entire FOM is added∙ A new Cancellations section for the entire FOM is added.∙Adds a Maritime Industry Sector to Section III of Chapter 10, Industry Sectors.∙Revises sections referring to the Enhanced Enforcement Program (EEP) replacing the information with the Severe Violator Enforcement Program (SVEP).∙Adds Chapter 13, Federal Agency Field Activities.∙Cancels OSHA Instruction FAP 01-00-003, Federal Agency Safety and Health Programs, May 17, 1996.DisclaimerThis manual is intended to provide instruction regarding some of the internal operations of the Occupational Safety and Health Administration (OSHA), and is solely for the benefit of the Government. No duties, rights, or benefits, substantive or procedural, are created or implied by this manual. The contents of this manual are not enforceable by any person or entity against the Department of Labor or the United States. Statements which reflect current Occupational Safety and Health Review Commission or court precedents do not necessarily indicate acquiescence with those precedents.Table of ContentsCHAPTER 1INTRODUCTIONI.PURPOSE. ........................................................................................................... 1-1 II.SCOPE. ................................................................................................................ 1-1 III.REFERENCES .................................................................................................... 1-1 IV.CANCELLATIONS............................................................................................. 1-8 V. ACTION INFORMATION ................................................................................. 1-8A.R ESPONSIBLE O FFICE.......................................................................................................................................... 1-8B.A CTION O FFICES. .................................................................................................................... 1-8C. I NFORMATION O FFICES............................................................................................................ 1-8 VI. STATE IMPACT. ................................................................................................ 1-8 VII.SIGNIFICANT CHANGES. ............................................................................... 1-9 VIII.BACKGROUND. ................................................................................................. 1-9 IX. DEFINITIONS AND TERMINOLOGY. ........................................................ 1-10A.T HE A CT................................................................................................................................................................. 1-10B. C OMPLIANCE S AFETY AND H EALTH O FFICER (CSHO). ...........................................................1-10B.H E/S HE AND H IS/H ERS ..................................................................................................................................... 1-10C.P ROFESSIONAL J UDGMENT............................................................................................................................... 1-10E. W ORKPLACE AND W ORKSITE ......................................................................................................................... 1-10CHAPTER 2PROGRAM PLANNINGI.INTRODUCTION ............................................................................................... 2-1 II.AREA OFFICE RESPONSIBILITIES. .............................................................. 2-1A.P ROVIDING A SSISTANCE TO S MALL E MPLOYERS. ...................................................................................... 2-1B.A REA O FFICE O UTREACH P ROGRAM. ............................................................................................................. 2-1C. R ESPONDING TO R EQUESTS FOR A SSISTANCE. ............................................................................................ 2-2 III. OSHA COOPERATIVE PROGRAMS OVERVIEW. ...................................... 2-2A.V OLUNTARY P ROTECTION P ROGRAM (VPP). ........................................................................... 2-2B.O NSITE C ONSULTATION P ROGRAM. ................................................................................................................ 2-2C.S TRATEGIC P ARTNERSHIPS................................................................................................................................. 2-3D.A LLIANCE P ROGRAM ........................................................................................................................................... 2-3 IV. ENFORCEMENT PROGRAM SCHEDULING. ................................................ 2-4A.G ENERAL ................................................................................................................................................................. 2-4B.I NSPECTION P RIORITY C RITERIA. ..................................................................................................................... 2-4C.E FFECT OF C ONTEST ............................................................................................................................................ 2-5D.E NFORCEMENT E XEMPTIONS AND L IMITATIONS. ....................................................................................... 2-6E.P REEMPTION BY A NOTHER F EDERAL A GENCY ........................................................................................... 2-6F.U NITED S TATES P OSTAL S ERVICE. .................................................................................................................. 2-7G.H OME-B ASED W ORKSITES. ................................................................................................................................ 2-8H.I NSPECTION/I NVESTIGATION T YPES. ............................................................................................................... 2-8 V.UNPROGRAMMED ACTIVITY – HAZARD EVALUATION AND INSPECTION SCHEDULING ............................................................................ 2-9 VI.PROGRAMMED INSPECTIONS. ................................................................... 2-10A.S ITE-S PECIFIC T ARGETING (SST) P ROGRAM. ............................................................................................. 2-10B.S CHEDULING FOR C ONSTRUCTION I NSPECTIONS. ..................................................................................... 2-10C.S CHEDULING FOR M ARITIME I NSPECTIONS. ............................................................................. 2-11D.S PECIAL E MPHASIS P ROGRAMS (SEP S). ................................................................................... 2-12E.N ATIONAL E MPHASIS P ROGRAMS (NEP S) ............................................................................... 2-13F.L OCAL E MPHASIS P ROGRAMS (LEP S) AND R EGIONAL E MPHASIS P ROGRAMS (REP S) ............ 2-13G.O THER S PECIAL P ROGRAMS. ............................................................................................................................ 2-13H.I NSPECTION S CHEDULING AND I NTERFACE WITH C OOPERATIVE P ROGRAM P ARTICIPANTS ....... 2-13CHAPTER 3INSPECTION PROCEDURESI.INSPECTION PREPARATION. .......................................................................... 3-1 II.INSPECTION PLANNING. .................................................................................. 3-1A.R EVIEW OF I NSPECTION H ISTORY .................................................................................................................... 3-1B.R EVIEW OF C OOPERATIVE P ROGRAM P ARTICIPATION .............................................................................. 3-1C.OSHA D ATA I NITIATIVE (ODI) D ATA R EVIEW .......................................................................................... 3-2D.S AFETY AND H EALTH I SSUES R ELATING TO CSHO S.................................................................. 3-2E.A DVANCE N OTICE. ................................................................................................................................................ 3-3F.P RE-I NSPECTION C OMPULSORY P ROCESS ...................................................................................................... 3-5G.P ERSONAL S ECURITY C LEARANCE. ................................................................................................................. 3-5H.E XPERT A SSISTANCE. ........................................................................................................................................... 3-5 III. INSPECTION SCOPE. ......................................................................................... 3-6A.C OMPREHENSIVE ................................................................................................................................................... 3-6B.P ARTIAL. ................................................................................................................................................................... 3-6 IV. CONDUCT OF INSPECTION .............................................................................. 3-6A.T IME OF I NSPECTION............................................................................................................................................. 3-6B.P RESENTING C REDENTIALS. ............................................................................................................................... 3-6C.R EFUSAL TO P ERMIT I NSPECTION AND I NTERFERENCE ............................................................................. 3-7D.E MPLOYEE P ARTICIPATION. ............................................................................................................................... 3-9E.R ELEASE FOR E NTRY ............................................................................................................................................ 3-9F.B ANKRUPT OR O UT OF B USINESS. .................................................................................................................... 3-9G.E MPLOYEE R ESPONSIBILITIES. ................................................................................................. 3-10H.S TRIKE OR L ABOR D ISPUTE ............................................................................................................................. 3-10I. V ARIANCES. .......................................................................................................................................................... 3-11 V. OPENING CONFERENCE. ................................................................................ 3-11A.G ENERAL ................................................................................................................................................................ 3-11B.R EVIEW OF A PPROPRIATION A CT E XEMPTIONS AND L IMITATION. ..................................................... 3-13C.R EVIEW S CREENING FOR P ROCESS S AFETY M ANAGEMENT (PSM) C OVERAGE............................. 3-13D.R EVIEW OF V OLUNTARY C OMPLIANCE P ROGRAMS. ................................................................................ 3-14E.D ISRUPTIVE C ONDUCT. ...................................................................................................................................... 3-15F.C LASSIFIED A REAS ............................................................................................................................................. 3-16VI. REVIEW OF RECORDS. ................................................................................... 3-16A.I NJURY AND I LLNESS R ECORDS...................................................................................................................... 3-16B.R ECORDING C RITERIA. ...................................................................................................................................... 3-18C. R ECORDKEEPING D EFICIENCIES. .................................................................................................................. 3-18 VII. WALKAROUND INSPECTION. ....................................................................... 3-19A.W ALKAROUND R EPRESENTATIVES ............................................................................................................... 3-19B.E VALUATION OF S AFETY AND H EALTH M ANAGEMENT S YSTEM. ....................................................... 3-20C.R ECORD A LL F ACTS P ERTINENT TO A V IOLATION. ................................................................................. 3-20D.T ESTIFYING IN H EARINGS ................................................................................................................................ 3-21E.T RADE S ECRETS. ................................................................................................................................................. 3-21F.C OLLECTING S AMPLES. ..................................................................................................................................... 3-22G.P HOTOGRAPHS AND V IDEOTAPES.................................................................................................................. 3-22H.V IOLATIONS OF O THER L AWS. ....................................................................................................................... 3-23I.I NTERVIEWS OF N ON-M ANAGERIAL E MPLOYEES .................................................................................... 3-23J.M ULTI-E MPLOYER W ORKSITES ..................................................................................................................... 3-27 K.A DMINISTRATIVE S UBPOENA.......................................................................................................................... 3-27 L.E MPLOYER A BATEMENT A SSISTANCE. ........................................................................................................ 3-27 VIII. CLOSING CONFERENCE. .............................................................................. 3-28A.P ARTICIPANTS. ..................................................................................................................................................... 3-28B.D ISCUSSION I TEMS. ............................................................................................................................................ 3-28C.A DVICE TO A TTENDEES .................................................................................................................................... 3-29D.P ENALTIES............................................................................................................................................................. 3-30E.F EASIBLE A DMINISTRATIVE, W ORK P RACTICE AND E NGINEERING C ONTROLS. ............................ 3-30F.R EDUCING E MPLOYEE E XPOSURE. ................................................................................................................ 3-32G.A BATEMENT V ERIFICATION. ........................................................................................................................... 3-32H.E MPLOYEE D ISCRIMINATION .......................................................................................................................... 3-33 IX. SPECIAL INSPECTION PROCEDURES. ...................................................... 3-33A.F OLLOW-UP AND M ONITORING I NSPECTIONS............................................................................................ 3-33B.C ONSTRUCTION I NSPECTIONS ......................................................................................................................... 3-34C. F EDERAL A GENCY I NSPECTIONS. ................................................................................................................. 3-35CHAPTER 4VIOLATIONSI. BASIS OF VIOLATIONS ..................................................................................... 4-1A.S TANDARDS AND R EGULATIONS. .................................................................................................................... 4-1B.E MPLOYEE E XPOSURE. ........................................................................................................................................ 4-3C.R EGULATORY R EQUIREMENTS. ........................................................................................................................ 4-6D.H AZARD C OMMUNICATION. .............................................................................................................................. 4-6E. E MPLOYER/E MPLOYEE R ESPONSIBILITIES ................................................................................................... 4-6 II. SERIOUS VIOLATIONS. .................................................................................... 4-8A.S ECTION 17(K). ......................................................................................................................... 4-8B.E STABLISHING S ERIOUS V IOLATIONS ............................................................................................................ 4-8C. F OUR S TEPS TO BE D OCUMENTED. ................................................................................................................... 4-8 III. GENERAL DUTY REQUIREMENTS ............................................................. 4-14A.E VALUATION OF G ENERAL D UTY R EQUIREMENTS ................................................................................. 4-14B.E LEMENTS OF A G ENERAL D UTY R EQUIREMENT V IOLATION.............................................................. 4-14C. U SE OF THE G ENERAL D UTY C LAUSE ........................................................................................................ 4-23D.L IMITATIONS OF U SE OF THE G ENERAL D UTY C LAUSE. ..............................................................E.C LASSIFICATION OF V IOLATIONS C ITED U NDER THE G ENERAL D UTY C LAUSE. ..................F. P ROCEDURES FOR I MPLEMENTATION OF S ECTION 5(A)(1) E NFORCEMENT ............................ 4-25 4-27 4-27IV.OTHER-THAN-SERIOUS VIOLATIONS ............................................... 4-28 V.WILLFUL VIOLATIONS. ......................................................................... 4-28A.I NTENTIONAL D ISREGARD V IOLATIONS. ..........................................................................................4-28B.P LAIN I NDIFFERENCE V IOLATIONS. ...................................................................................................4-29 VI. CRIMINAL/WILLFUL VIOLATIONS. ................................................... 4-30A.A REA D IRECTOR C OORDINATION ....................................................................................................... 4-31B.C RITERIA FOR I NVESTIGATING P OSSIBLE C RIMINAL/W ILLFUL V IOLATIONS ........................ 4-31C. W ILLFUL V IOLATIONS R ELATED TO A F ATALITY .......................................................................... 4-32 VII. REPEATED VIOLATIONS. ...................................................................... 4-32A.F EDERAL AND S TATE P LAN V IOLATIONS. ........................................................................................4-32B.I DENTICAL S TANDARDS. .......................................................................................................................4-32C.D IFFERENT S TANDARDS. .......................................................................................................................4-33D.O BTAINING I NSPECTION H ISTORY. .....................................................................................................4-33E.T IME L IMITATIONS..................................................................................................................................4-34F.R EPEATED V. F AILURE TO A BATE....................................................................................................... 4-34G. A REA D IRECTOR R ESPONSIBILITIES. .............................................................................. 4-35 VIII. DE MINIMIS CONDITIONS. ................................................................... 4-36A.C RITERIA ................................................................................................................................................... 4-36B.P ROFESSIONAL J UDGMENT. ..................................................................................................................4-37C. A REA D IRECTOR R ESPONSIBILITIES. .............................................................................. 4-37 IX. CITING IN THE ALTERNATIVE ............................................................ 4-37 X. COMBINING AND GROUPING VIOLATIONS. ................................... 4-37A.C OMBINING. ..............................................................................................................................................4-37B.G ROUPING. ................................................................................................................................................4-38C. W HEN N OT TO G ROUP OR C OMBINE. ................................................................................................4-38 XI. HEALTH STANDARD VIOLATIONS ....................................................... 4-39A.C ITATION OF V ENTILATION S TANDARDS ......................................................................................... 4-39B.V IOLATIONS OF THE N OISE S TANDARD. ...........................................................................................4-40 XII. VIOLATIONS OF THE RESPIRATORY PROTECTION STANDARD(§1910.134). ....................................................................................................... XIII. VIOLATIONS OF AIR CONTAMINANT STANDARDS (§1910.1000) ... 4-43 4-43A.R EQUIREMENTS UNDER THE STANDARD: .................................................................................................. 4-43B.C LASSIFICATION OF V IOLATIONS OF A IR C ONTAMINANT S TANDARDS. ......................................... 4-43 XIV. CITING IMPROPER PERSONAL HYGIENE PRACTICES. ................... 4-45A.I NGESTION H AZARDS. .................................................................................................................................... 4-45B.A BSORPTION H AZARDS. ................................................................................................................................ 4-46C.W IPE S AMPLING. ............................................................................................................................................. 4-46D.C ITATION P OLICY ............................................................................................................................................ 4-46 XV. BIOLOGICAL MONITORING. ...................................................................... 4-47CHAPTER 5CASE FILE PREPARATION AND DOCUMENTATIONI.INTRODUCTION ............................................................................................... 5-1 II.INSPECTION CONDUCTED, CITATIONS BEING ISSUED. .................... 5-1A.OSHA-1 ................................................................................................................................... 5-1B.OSHA-1A. ............................................................................................................................... 5-1C. OSHA-1B. ................................................................................................................................ 5-2 III.INSPECTION CONDUCTED BUT NO CITATIONS ISSUED .................... 5-5 IV.NO INSPECTION ............................................................................................... 5-5 V. HEALTH INSPECTIONS. ................................................................................. 5-6A.D OCUMENT P OTENTIAL E XPOSURE. ............................................................................................................... 5-6B.E MPLOYER’S O CCUPATIONAL S AFETY AND H EALTH S YSTEM. ............................................................. 5-6 VI. AFFIRMATIVE DEFENSES............................................................................. 5-8A.B URDEN OF P ROOF. .............................................................................................................................................. 5-8B.E XPLANATIONS. ..................................................................................................................................................... 5-8 VII. INTERVIEW STATEMENTS. ........................................................................ 5-10A.G ENERALLY. ......................................................................................................................................................... 5-10B.CSHO S SHALL OBTAIN WRITTEN STATEMENTS WHEN: .......................................................................... 5-10C.L ANGUAGE AND W ORDING OF S TATEMENT. ............................................................................................. 5-11D.R EFUSAL TO S IGN S TATEMENT ...................................................................................................................... 5-11E.V IDEO AND A UDIOTAPED S TATEMENTS. ..................................................................................................... 5-11F.A DMINISTRATIVE D EPOSITIONS. .............................................................................................5-11 VIII. PAPERWORK AND WRITTEN PROGRAM REQUIREMENTS. .......... 5-12 IX.GUIDELINES FOR CASE FILE DOCUMENTATION FOR USE WITH VIDEOTAPES AND AUDIOTAPES .............................................................. 5-12 X.CASE FILE ACTIVITY DIARY SHEET. ..................................................... 5-12 XI. CITATIONS. ..................................................................................................... 5-12A.S TATUTE OF L IMITATIONS. .............................................................................................................................. 5-13B.I SSUING C ITATIONS. ........................................................................................................................................... 5-13C.A MENDING/W ITHDRAWING C ITATIONS AND N OTIFICATION OF P ENALTIES. .................................. 5-13D.P ROCEDURES FOR A MENDING OR W ITHDRAWING C ITATIONS ............................................................ 5-14 XII. INSPECTION RECORDS. ............................................................................... 5-15A.G ENERALLY. ......................................................................................................................................................... 5-15B.R ELEASE OF I NSPECTION I NFORMATION ..................................................................................................... 5-15C. C LASSIFIED AND T RADE S ECRET I NFORMATION ...................................................................................... 5-16。

contractlaw习题答案

contractlaw习题答案

contractlaw习题答案Contract Law习题答案Contract law is a fundamental aspect of the legal system that governs the agreements and obligations between parties. It is essential for individuals and businesses to have a clear understanding of contract law in order to protect their rights and interests. In this article, we will explore some common contract law questions and provide answers to help readers understand the principles and concepts of contract law.1. What is a contract?A contract is a legally binding agreement between two or more parties that creates an obligation to do or not do a particular thing. In order for a contract to be valid, it must include an offer, acceptance, consideration, and an intention to create legal relations. Contracts can be written, oral, or implied by the conduct of the parties.2. What are the essential elements of a valid contract?The essential elements of a valid contract include:- Offer: A proposal made by one party to another expressing a willingness to enter into a contract on certain terms.- Acceptance: The unconditional agreement to the terms of the offer by the other party.- Consideration: Something of value exchanged between the parties, such as money, goods, or services.- Intention to create legal relations: Both parties must intend for the agreement to be legally binding.3. What are the different types of contracts?There are various types of contracts, including:- Express contracts: Contracts in which the terms are explicitly stated, either orally or in writing.- Implied contracts: Contracts that are inferred from the conduct of the parties. - Unilateral contracts: Contracts in which one party makes a promise in exchange for the performance of an act by the other party.- Bilateral contracts: Contracts in which both parties exchange promises to perform certain acts.4. What are the consequences of a breach of contract?If a party fails to fulfill their obligations under a contract, it is considered a breach of contract. The consequences of a breach of contract may include:- Damages: The non-breaching party may be entitled to monetary compensation for the losses suffered as a result of the breach.- Specific performance: In some cases, a court may order the breaching party to fulfill their obligations under the contract.- Rescission: The non-breaching party may seek to have the contract canceled and be restored to their original position.In conclusion, contract law is a complex and important area of the legal system that governs the agreements and obligations between parties. By understandingthe principles and concepts of contract law, individuals and businesses can protect their rights and interests in various contractual relationships. It is essential for anyone entering into a contract to seek legal advice and ensure that the terms are clear, enforceable, and in compliance with the law.。

美国合同法简介英语文章

美国合同法简介英语文章

美国合同法简介英语文章Contract law is a fundamental aspect of the legal system in the United States. It governs the creation and enforcement of agreements between parties, and is based on a combination of statutes, common law, and the Uniform Commercial Code (UCC). The principles of contract law are designed to provide a framework for parties to enter into binding agreements and to protect their rights and obligations.Contracts are legally binding agreements between two or more parties that create obligations to do or not docertain things. In order to be enforceable, a contract must meet certain requirements, including offer, acceptance, consideration, legality, capacity, and consent. These elements ensure that the parties have reached a mutual understanding and agreement, and that the contract is fair and not obtained through coercion or fraud.One of the key principles of contract law is the concept of "meeting of the minds," which means that the parties must have a mutual understanding and intention to be bound by the terms of the contract. This requires clearcommunication and a shared understanding of the terms and conditions of the agreement.Another important principle is the doctrine of consideration, which requires that each party to thecontract must give something of value in exchange for the promises made by the other party. This can be money, goods, services, or even a promise to refrain from doing something.Contracts can take many forms, including written, oral,or implied. However, certain types of contracts, such as those involving the sale of goods, real estate, orcontracts that cannot be performed within one year, must be in writing to be enforceable under the statute of frauds.When a party breaches a contract, the non-breachingparty may seek legal remedies, such as damages, specific performance, or cancellation of the contract. The specific remedies available will depend on the nature of the breach and the terms of the contract.In conclusion, contract law is a vital component of the legal system in the United States, providing the framework for parties to enter into binding agreements and ensuring that their rights and obligations are protected.Understanding the principles of contract law is essentialfor businesses and individuals alike, as contracts are a fundamental aspect of everyday transactions and relationships.合同法是美国法律体系中的一个基本方面。

英文D001-合作开发合同译文-姜顶

英文D001-合作开发合同译文-姜顶

Contract No.:Technology Development and Cooperation ContractProject Name:Product Development of GPON Optical Network Unit 24GE + POEParty A: ______________________________________________________Party B: ______________________________________________________Party B: _______________________________________________________Date of Signing: __________________________________Place of Signing: __________________________________Time of V alidity: __________________________________Produced and published by Ministry of Science and T echnologyInstruction for filling1.This contract is the Model Contract of Technology Development andCooperation Contract prepared and published by Ministry of Science and Technology. The technology contract accreditation and registration organs may introduce and recommend the parties to the technology contract to refer to this model contract.2.This contract is applicable to the technology development andcooperation contract concluded between the parties for joint research and development of new technologies, new products, new processes or new materials and their new systems.3.With respect to the matters not covered by this contract, the partiesmay otherwise stipulate in the attachment which shall be an integral part of this contract.4.With respect to the articles which are not necessarily to be completedby the Parties using this contract, such articles shall be clearly noted as “NO”.Technology development and cooperation contractParty A: _______________________________________________Place of domicile: _______________________________________Legal representative: _____________________________________Project contact: __________________________________________Contact details: ____________________________________________ Address: ____________________________________________________ Telephone: _________________ Facsimile: ____________________Email: ______________________________________Party B: _______________________________________________ Place of domicile: _______________________________________Legal representative: _____________________________________Project contact: __________________________________________Contact details: ____________________________________________ Address: ____________________________________________________ Telephone: _________________ Facsimile: ____________________Email: ______________________________________Party C: _______________________________________________ Place of domicile: _______________________________________Legal representative: _____________________________________Project contact: __________________________________________Contact details: ____________________________________________ Address: ____________________________________________________Telephone: _________________ Facsimile: ____________________Email: ______________________________________In order to jointly develop and research the Project: ________________________________, through consultation on the basis of equality, and based on the truthful and full expression of their willingness, the collaborative parties under this contract hereby reached the following agreements binding on the parties thereof in accordance with the provisions of Contract Law of the People's Republic of China.Article 1 The requirements for the collaborative research and development project under this contract are as follows:a)Technical objectives: Party A agrees to develop 24 gigabit port GPON ONT(Optical Network Terminal)b)Technical content: Party A shall develop 500 watts GPON optical accessterminal which meets the power supply of 802.3 Ethernet and is powered byAC and 48-volt DC with all the hardware and software provided by Party Ain accordan ce with Party B’s technical requirements and specifications.c)Technical methods and routes: Party A shall develop the software and hardware, complete and deliver the related prototypes and software versions. Thedelivery shall be completed before May 20th, 2011.Article 2 During the research and development of the project, the collaborative parties shall take responsibilities respectively as follows:Party A:1.Details of research and development: to develop 24 gigabit hardware andsoftware with POE function.2.Work schedule: to deliver Prototype V ersion 1.0 on December 29th, 2010, todeliver Prototype Version 1.1 prior to January 24th, 2011, and to finallydeliver Prototype V ersion 2.0 prior to May 20th, 2011.3.Term of research and development: from December 29th, 2010 to May 20th20114.Place of research and development: ShenzhenParty B:1.Details of research and development:2.Work schedule:3.Term of research and development:4.Place of research and development:Party C:1.Details of research and development:2.Work schedule:3.Term of research and development:4.Place of research and development:Article 3 In order to ensure the full enforcement of this contract, the collaborative parties hereby certify and take the following measures to organize, manage and coordinate the research and development work: 1. Party A promises to establish a project team and ensure sufficient and adequate software and hardware engineers’participation (mainly including project managers of hardware, software, structural art designer, measure and test, authentication and setting), and certify corresponding roles for each position and KPI indicator.Article 4 Each collaborative party confirms to provide the following data and conditions for the research and development of the project under this contract respectively:Party A: in accordance with the relevant technical requirements provided by Party A, to timely provide the hardware version and software version 1.0, toprovide engineering and market prototype for the built-in test conductedby Party BParty B: to timely provide relevant technical documents, provide Party B thefeedbacks of requirements and specifications of related soft and hardware, hold weekly work meetings in time to confirm the progress andarrange communication meetings for the progress of relevant softwareand hardware.Party C: __________________________________________________________ ______________________________________________________________________________________________________________________________________________________________________________Upon the completion of this contract, the above documents and conditions shall be handled as follows:_________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ ____________________________________________________________________Article 5 Each collaborative party confirms to provide or pay the research and development costs and any other investments for the projects of this contract in the following means:Party A:1.providing or paying means: T/T2.the amount paid or converted for the technical investment: __RMB539621.98(to be paid in two PO, 269810.99 each PO).age mode:Party A:1.providing or paying means: T/T2.the amount paid or converted for the technical investment: __RMB539621.98(to be paid in two PO, 269810.99 each PO).age mode:Party A:1.providing or paying means:2.the amount paid or converted for the technical investment: __.age mode:Article 6 The collaborative parties providing technology as investment shall guarantee that the technology so provided shall not infringe legal rights of any third party. Where any third party accuses that the implementation of such technology by any or all collaborative parties infringes upon its rights, such party providing the said technology shall indemnify the third party or other parties the technology infringement costs:_Article 7 This contract shall be modified and amended in writing in consensus by all the collaborative parties. However, in any of the following circumstances, one or more collaborative parties may request the other parties for modification or change of the rights and obligations under this contract. The other collaborative parties shall respond thereof in [ ] days. Where other collaborative parties fail to reply in such period, such request shall be deemed as agreed by such other parties.1.;2.;3.;4.;Article 8 Without the consent of other collaborative parties, any and all collaborative parties shall not transfer or assign part or all of the research and development work under this contract to any third party. However, under any of the following situations, any and all collaborative parties may transfer or assign part or all of the research and development work under this contract to any third party without the consent of other collaborative parties:1.;2.;3.;The specific details transferable by any and all of the collaborative parties include:.Article 9 During the enforcement of this contract in the case that the failure or partial failure of research and development results from the insurmountable technical difficulties under the currently existing technology level and conditions and results in the loss of one or more of the parties, each collaborative parties agrees to bear the risk of loss in the following ways:1.In the event that the products delivered by the Party A fail toconform to the technical specifications and requirements of theParty B, and Party A fails to deliver the final deliverable productsprior to July 1st, 2011, Party A shall refund to Party B and pay allthe damages.2.;3..Each collaborative party confirms that the technical risk of the project hereof shall be identified in the way: _________________________________________.The basic content of the technical risk identification shall include the existence, range, degree of the technical risk and the size of loss thereof and so on. The basic conditions for identifying the technical risk are:1.under the existing technology level the project under this contract is difficultenough;2.Party B is not subjectively in fault and the research and development failureis identified as reasonable failure.Where any of the parties finds the existence of technical risk which may possibly result in the failure or partial failure of the research and development, such party shall notify other collaborative parties to take steps to reduce losses thereof within [ ]days. In event such party fails to notify the other parties thereof and take reasonable measures to prevent the additional loss, such party shall be responsible for the additional loss thereof.Article 10 During the enforcement of this contract, where the technology for research and development has already been disclosed by other parties (including disclosure in the manner of IPR), one or more of the collaborative parties may notify other parties thereof within 5 days thereof to terminate this contract. In event such party fails to notify the other parties and brings loss to the other parties, the other parties shall have right to claim compensations thereof.Article 11 Each collaborative party confirms to comply with the following confidentiality obligations for performing this contract:Party A:1.Details of confidentiality (including technical and operation information):technical documents, technical specifications, hardware and softwareversion information2.Personnel scope for confidentiality: GPON research and development team3.Term of confidentiality: from October 2010 to July 20114.Responsibility for disclosure:Party B:1.Details of confidentiality (including technical and operation information):2.Personnel scope for confidentiality:3.Term of confidentiality:4.Responsibility for disclosure:Party C:1.Details of confidentiality (including technical and operation information):2.Personnel scope for confidentiality:3.Term of confidentiality:4.Responsibility for disclosure:Article 12 Each collaborative party confirms to deliver the research and development achievements in the following manners:Party A:1.Delivery form and quantity of the research and development achievements:20 engineering prototypes.2.Time and place of the delivery of the research and developmentachievements: as of May 20th, 2011.Party B:1.Delivery form and quantity of the research and development achievements:.2.Time and place of the delivery of the research and developmentachievements:.Party C:1.Delivery form and quantity of the research and development achievements:.2.Time and place of the delivery of the research and developmentachievements:.Article 13 All collaborative parties agree to inspect and accept the research and development achievements completed by the collaborative party according to thefollowing standards and in the following methods:Party A:.Party B:.Party C:.Article 14 Each collaborative party confirms to carry out acceptance check of the research and development achievements finally completed under this contract according to the following standard and in the following manners:.Article 15 Each collaborative party confirms that the rights to the technical achievements and the intellectual property rights thereof resulting from the enforcement of this contract and accomplished by the collaborative party independently in different stages shall be determined in the manner of the following manners:1.(the completing party, each collaborative party) have theright to apply for patent. The use of the IPR thus obtained and the mode of distributing the relevant interests are as follows:.2.To be handled as technical secrets. The relevant rights to use and transfer andthe interests resulting therefrom shall be handled in accordance with the following terms:(1)The rights to use the technical secrets:(2)The rights to transfer the technical secrets:(3)The methods to distribute relevant interests: ;With respect to the rights to the phase technical achievements and theirrelevant IPR resulting from the enforcement of this contract by eachcollaborative party and achieved independently by each collaborative party,each collaborative party specifically reaches the following provision:. Article 16 Each collaborative party confirms that the rights to the final research and development achievements and their relevant IPR resulting from the implementation of this contract shall be certified and handled according to the [ ] of the following manners:1. Party [ ] shall have the right to apply for patent.The use of the achieved patent and the relevant interests distributing manners are as follows:.2. To be handled as technical secrets. The relevant rights to use and transfer andthe interests resulting therefrom shall be handled in accordance with the following terms:(1)The rights to use the technical secrets:(2)The rights to transfer the technical secrets:(3)The methods to distribute relevant interests: ;With respect to the rights to the phase technical achievements and theirrelevant IPR resulting from the enforcement of this contract by eachcollaborative party and achieved independently by each collaborative party,each collaborative party specifically reaches the following provision:.Article 17 Research and development personnel of each collaborative party independently completing the staged and technical achievements which are related tothe enforcement of this contract, shall have the right to have their name written on the relevant staged and technical achievements as the producers of such achievements and the right to obtain the relevant certificate of honor and rewards.Each collaborative party shall determine through consultation the name list of the developers of such final research achievements. Such developers or researchers shall have the right to have their name written on the relevant staged and technical achievements as the producers or developers of such achievements and the right to obtain the relevant certificate of honor and rewards.Article 18 The equipments, instruments, materials and other property relating to the research and development work and purchased by each and all the collaborative parties using the joint investment R & D costs shall belong to Party [ ]. Article 19 The collaborative parties confirm that in event that any collaborative party breaches the obligations under this contract resulting in the suspension, delay or failure of other parties’research and development, such party shall be responsible according to the following stipulations:Party A:1. If in breach of the provision of Article [ ], shall(penalty for such default or the calculation of the amount of damages.2. If in breach of the provision of Article [ ], shall(penalty for such default or the calculation of the amount of damages.3. If in breach of the provision of Article [ ], shall(penalty for such default or the calculation of the amount of damages.Party B:1. If in breach of the provision of Article [ ], shall(penalty for such default or the calculation of the amount of damages.2. If in breach of the provision of Article [ ], shall(penalty for such default or the calculation of the amount of damages.3. If in breach of the provision of Article [ ], shall(penalty for such default or the calculation of the amount of damages.Party C:1. If in breach of the provision of Article [ ], shall(penalty for such default or the calculation of the amount of damages.2. If in breach of the provision of Article [ ], shall(penalty for such default or the calculation of the amount of damages.3. If in breach of the provision of Article [ ], shall(penalty for such default or the calculation of the amount of damages.Article 20 Each collaborative party agrees that any collaborative party shall have the right to carry out follow-up improvements by applying the research and development technical achievements achieved under this contract. The new technical achievements with the material, creative and advanced characteristics therefrom shall belong to (the completing party or all the collaborative parties). The specific interests distributing method are as follows:. Article 21 In order to effectively perform this contract, the collaborative parties agree that during the validity of this contract, Party A appoints as its project contact, Party B appoints as its project contact, Party C appoints as its project contact. Project contacts shall take the following responsiblities:1.to establish R &D team to ensure the timely completion of the projectaccording to Party B’s schedule2.to timely communicate for the change of the project to notify both partiesthe changes or modifications to the progress schedule3.Where any party changes its project contact, such party shall promptly notify other collaborative parties in writing. If such party fails to promptly notify other parties and the enforcement of this contract is thus affected or there is any loss resulting thereof, such party shall take corresponding responsibilities.Article 22 The collaborative parties confirm that this contract may be terminated if it is unnecessary or impossible to perform this contract any more under the following circumstances:1.force majeure and technical risk;2.3.Article 23 The disputes between the collaborative parties resulting from or arousing from the enforcement of this contract shall be solved through negotiation and consultations. In case such disputes can not be solved through negotiation and consultations, they shall be handled according to the [ ] of the following manners:1.to be submitted [ ] arbitration commission for arbitration;2.To bring lawsuit to the people’s court.Article 24 Each collaborative party confirms that the relevant terms and technicals shall be defined and constructed as follows:1.2.3.4.5.Article 25 The following technical documents relating to the enforcement of thiscontract, upon the confirmation of each collaborative party, [ ] shall be the constituting part of this contract:1.technical background data: ;2.feasibility reports: ;3.technical assessment report: ;4.technical standard and specifications: ;5.original design and engineering documents: ;6.other:. Article 26 Other issues of this contract stipulated by the collaborative parties are:.Article 27 This contract is in ; each has the same effects.Article 28 This contract shall entered into effect after being signed and sealed by the collaborative parties.Party A: (stamp)Legal representative/entrusted agent: (signature)Date:Party B: (stamp)Legal representative/entrusted agent: (signature)Date:Party C: (stamp)Legal representative/entrusted agent: (signature)Date:Place for pasting revenue stamps:(The following shall be completed by the technology contract registration agency) Contract registration No.:1.applicant:2.registration material: (1)(2)(3) .3.category of the contract:4.the amount of contract transaction:5.the amount of technology transaction:(The official stamp of the technology contract registration agency)Responsible personnel:Date:。

Contracts商务英语合同

Contracts商务英语合同

■ Lease Contract
租赁合同
■ Labor Contract
职工劳动合同
■ Training Contract
培训合同
■ Advertising Contract
登刊广告合同
■ Contract Arbitration Contract 仲裁合同
■ Contract Management Contact
3) Counter-offer
例:前面所举的运动衫发盘的受盘人根据发盘作 出如下还盘:
Your cable 10th counter offer USD 70 per dozen CIF NEW YORK, May shipment D/P 30 days 原发盘人再作还盘:
Your cable 12th lowest price USD 75 per dozen CIF NEW YORK, May shipment irrevocable sight L/C
the commodity * The term, ways of implementation * The price term, the amount and ways of
payment, terms of delivery (FOB/CIF/CFR) and additional charges
CONTRACTS
• Types of Contract • Sales/Purchase Contract • Technology Transfer
Agreement
Ⅰ. Types of Contract
1. Definition:
Briefly, contract is a promise enforceable by law which may be to do something or to refrain from doing something. It requires the mutual assent of two or more persons, one of them making an order and another accepting. If one of them fails to keep the promise, the other will take a legal action against him.

CONTRACT(英文版)

CONTRACT(英文版)

CONTRACTDate:Contract No.:The Buyers: The Sellers:This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter:(1) Name of Commodity:(2) Quantity:(3) Unit price:(4) Total Value:(5) Packing:(6) Country of Origin:(7) Terms of Payment:(8) insurance:(9) Shipment:(10) Port of Lading:(11) Port of Destination:(12)Claims:Within 45 days after the arrival of the goods at the destination,should the quality,Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers shall, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers(13)Force Majeure:The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after . the Sellers shall send by airmail to the Buyers for their acceptancea certificateof the accident. Under such circumstances the Sellers,however,are still under the obligation to take all necessary measures to hasten the deliveryof the goods.(14)Arbitration :All disputes in connection with the execution of this Contract shall be settled friendly through negotiation. in case no settlement can be reached,the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Commission . the Arbitration committee shall be final and binding upon both parties. and the Arbitration fee shall be borne by the losing parties.The Buyers: The Sellers:。

Chapter1BusinessNegotiation商务谈判

Chapter1BusinessNegotiation商务谈判

Chapter 1 Business Negotiation
1.Some Basic Concepts of Negotiation
(1)The Concept of Negotiation A negotiation is a process of communication between parties
• 2.The Forms of Business Negotiation
Chapter 1 Business Negotiation
3.The Overall Framework of International Business Negotiation
Background Atmosphere Factors
1)the best target; 2)the intermediate target; 3)the acceptable target.
Chapter 1 Business Negotiation
• 5.Basic Rules of International Business Negotiation
• 1.Some Basic Conceots of Negotiation • 2.The Forms of Business Negotiation • 3.The Overall Framework of International Business
Negotiation • 4.Features of International Business Negotiation • 5.Basic Rules of International Business Negotiation • 6.The General Producer of International Negotiation • munication Skills for Negotiations • 8.Types of Negotiation Styles • 9.The Business Contract

Contract Law of the People

Contract Law of the People

Contract Law of the People's Republic of ChinaGENERAL PROVISIONSCHAPTER 1 GENERAL PROVISIONSCHAPTER 2 CONCLUSION OF CONTRACTSCHAPTER 3 EFFECTIVENESS OF CONTRACTSCHAPTER 4 PERFORMANCE OF CONTRACTSCHAPTER 5 MODIFICATION AND ASSIGNMENT OF CONTRACTSCHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTS CHAPTER 7 LIABILITY FOR BREACH OF CONTRACTSCHAPTER 8 MISCELLANEOUS PROVISIONSSPECIFIC PROVISIONSCHAPTER 9 CONTRACTS FOR SALESCHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WATER, GAS OR HEATING CHAPTER 11 CONTRACTS FOR DONATIONCHAPTER 12 CONTRACTS FOR LOANSCHAPTER 13 CONTRACTS FOR LEASECHAPTER 14 CONTRACTS FOR FINANCIAL LEASECHAPTER 15 CONTRACTS FOR WORKCHAPTER 16 CONTRACTS FOR CONSTRUCTION PROJECTSCHAPTER 17 CONTRACTS FOR TRANSPORTATIONSECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR PASSENGER TRANSPORTATIONSECTION 3 CONTRACTS FOR GOODS TRANSPORTATIONSECTION 4 CONTRACTS FOR MULTI-MODAL TRANSPORTATIONCHAPTER 18 CONTRACTS FOR TECHNOLOGYSECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR TECHNOLOGY DEVELOPMENTSECTION 3 CONTRACTS FOR TECHNOLOGY TRANSFERSECTION 4 CONTRACTS FOR TECHNICAL CONSULTANCY AND TECHNICAL SERVICE CHAPTER 19 CONTRACTS FOR STORAGECHAPTER 20 CONTRACTS FOR WAREHOUSINGCHAPTER 21 CONTRACTS FOR COMMISSIONCHAPTER 22 CONTRACTS FOR BROKERAGECHAPTER 23 CONTRACTS FOR INTERMEDIATIONSUPPLEMENTARY PROVISIONSArticle 1 This Law is formulated with a view to protecting the lawful rights and interests of the parties to contracts, maintaining the social economic order and promoting the progress of the socialist modernization drive.Article 2 A contract in this Law refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is, between natural persons, legal persons or other organizations.Agreements involving personal status relationship such as on matrimony, adoption, guardianship, etc. shall apply the provisions of other Laws.Article 3 The parties to a contract shall have equal legal status. No party may impose its will on the other party.Article 4 The parties shall have the rights to be voluntary to enter into a contract in accordance with the law. No unit or individual may illegally interfere.Article 5 The parties shall abide by the principle of fairness in defining the rights and obligations of each party.Article 6 The parties must act in accordance with the principle of good faith, no matter in exercising rights or in performing obligations.Article 7 In concluding and performing a contract, the parties shall abide by the laws and administrative regulations, observe social ethics. Neither party may disrupt the socio-economic order or damage the public interests.Article 8 As soon as a contract is established in accordance with the law, it shall be legally binding on the parties. The parties shall perform their respectiveobligations in accordance with the terms of the contract. Neither party may unilaterally modify or rescind the contract.The contract established according to law shall be under the protection of law.CHAPTER 2 CONCLUSION OF CONTRACTSArticle 9 In concluding a contract, the parties shall have appropriate civil capacity of right and civil capacity of conduct.The parties may conclude a contract through an agent in accordance with the law.Article 10 The parties may conclude a contract in written, oral or other forms.Where the laws or administrative regulations require a contract to be concluded in written form, the contract shall be in written form. If the parties agree to do so, the contract shall be concluded in written form.Article 11 The written forms mean the forms which can show the described contents visibly, such as a written contractual agreement, letters, and data-telex (including telegram, telex, fax, EDI and e-mails).Article 12 The contents of a contract shall be agreed upon by the parties, and shall contain the following clauses in general:(1) title or name and domicile of the parties;(2) contract object;(3) quantity;(4) quality;(5) price or remuneration;(6) time limit, place and method of performance;(7) liability for breach of contract; and(8) methods to settle disputes.The parties may conclude a contract by reference to the model text of each kind of contract.Article 13 The parties shall conclude a contract in the form of an offer and acceptance.Article 14 An offer is a proposal hoping to enter into a contract with other parties. The proposal shall comply with the following stipulations:(1) Its contents shall be detailed and definite;(2) It indicates the proposal of the offeror to be bound in case of acceptance.Article 15 An invitation for offer is a proposal for requesting other parties to make offers to the principal. Price forms mailed, public notices of auction and tender, prospectuses and commercial advertisements, etc. are invitations for offer.Where the contents of a commercial advertisement comply with the terms of the offer, it may be regarded as an offer.Article 16 An offer becomes effective when it reaches the offeree.If a contract is concluded by means of data-telex, and a recipient appoints a specific system to receive the data-telex, the time when the data-telex enters the system shall be the time of arrival; if no specific system is appointed, the time when the data-telexfirst enters any of the recipient's systems shall be regarded as the time of arrival.Article 17 An offer may be withdrawn, if the withdrawal notice reaches the offeree before or at the same time when the offer arrives.Article 18 An offer may be revoked, if the revocation reaches the offeree before it has dispatched an acceptance.Article 19 An offer may not be revoked, if(1) the offeror indicates a fixed time for acceptance or otherwise explicitly states that the offer is irrevocable; or(2) the offeree has reasons to rely on the offer as being irrevocable and has made preparation for performing the contract.Article 20 An offer shall be null and void under any of the following circumstances:(1) The notice of rejection reaches the offeror;(2) The offeror revokes its offer in accordance with the law;(3) The offeree fails to make an acceptance at the time when the time limit for acceptance expires;(4) The offeree substantially alters the contents of the offer.Article 21 An acceptance is a statement made by the offeree indicating assent to an offer.Article 22 Except that it is based on transaction practices or that the offer indicates an acceptance may be made by performing an act, the acceptance shall be made by meansof notice.Article 23 An acceptance shall reach the offeror within the time limit fixed in the offer.Where no time limit is fixed in the offer, the acceptance shall arrive in accordance with the following provisions:(1) If the offer is made in dialogues, the acceptance shall be made immediately except as otherwise agreed upon by the parties;(2) If the offer is made in forms other than a dialogue, the acceptance shall arrive within a reasonable period of time.Article 24 Where the offer is made in a letter or a telegram, the time limit for acceptance commences from the date shown in the letter or from the moment the telegram is handed in for dispatch. If no such date is shown in the letter, it commences from the date shown on the envelope. Where an offer is made by means of instantaneous communication, such as telephone or facsimile, the time limit for acceptance commences from the moment that the offer reaches the offeree.Article 25 A contract is established when the acceptance becomes effective.Article 26 An acceptance becomes effective when its notice reaches the offeror. If an acceptance needn't be notified, it becomes effective when an act of acceptance is performed in accordance with transaction practices or as required in the offer.Where a contract is concluded in the form of data-telex, the time when an acceptance arrives shall apply the provisions of Paragraph 2, Article 16 of this Law.Article 27 An acceptance may be withdrawn, but a notice of withdrawal shall reach theofferor before the notice of acceptance reaches the offeror or at the same time when the acceptance reaches the offeror.Article 28 Where an offeree makes an acceptance beyond the time limit for acceptance, the acceptance shall be a new offer except that the offeror informs the offeree of the effectiveness of the said acceptance promptly.Article 29 If the offeree dispatches the acceptance within the time limit for acceptance which can reach the offeror in due time under normal circumstances, but the acceptance reaches the offeror beyond the time limit because of other reasons, the acceptance shall be effective, except that, the offeror informs the offeree promptly that it does not accept the acceptance because it exceeds the time limit for acceptance.Article 30 The contents of an acceptance shall comply with those of the offer. If the offeree substantially modifies the contents of the offer, it shall constitute a new offer. The modification relating to the contract object, quality, quantity, price or remuneration, time or place or method of performance, liabilities for breach of contract and the settlement of disputes, etc., shall constitute the substantial modification of an offer.Article 31 If the acceptance does not substantially modifies the contents of the offer, it shall be effective, and the contents of the contract shall be subject to those of the acceptance, except as rejected promptly by the offeror or indicated in the offer that an acceptance may not modify the offer at all.Article 32 Where the parties conclude a contract in written form, the contract is established when both parties sign or affix a seal on it.Article 33 Where the parties conclude the contract in the form of a letter or data-telex, etc., one party may request to sign a letter of confirmation before the conclusion ofthe contract. The contract shall be established at the time when the letter of confirmation is signed.Article 34 The place of effectiveness of an acceptance shall be the place of the establishment of the contract.If the contract is concluded in the form of data-telex, the main business place of the receipient shall be the place of establishment. If no main business place, its habitual residence shall be considered to be the place of establishment. Where the parties agree otherwise, the place of establishment shall be subject to that agreement.Article 35 Where the parties conclude a contract in written form, the place where both parties sign or affix a seal shall be the place where the contract is established.Article 36 A contract, which shall be concluded in written form as provided for by the laws and administrative regulations or as agreed upon by the parties, shall be established, as the parties do not use the written form, but one party has performed the principal obligation and the other party has received it.Article 37 A contract, which is concluded in written form, shall be eslablished, if one party has performed its principal obligation and the other party has received it before signiture or affixing with a seal.Article 38 In case the State issues a mandatory plan or a State purchasing order task based on necessity, the relevant legal persons or other organizations shall conclude contracts between them in accordance with the rights and obligations as stipulated by the relevant laws and administrative regulations.Article 39 Where standard terms are adopted in concluding a contract, the party which supplies the standard terms shall define the rights and obligations between the parties abiding by the principle of fairness, request the other party to note the exclusionor restriction of its liabilities in reasonable ways, and explain the standard terms according to the requirement of the other party.Standard terms are clauses which are prepared in advance for general and repeated use by one party and which are not negotiatied with the other party in concluding a contract.Article 40 When standard terms are under the circumstances stipulated in Article 52 and Article 53 of this Law, or the party which supplies the standard terms exempts itself from its liabilities, weights the liabilities of the other party, and excludes the rights of the other party, the terms shall be null and void.Article 41 If a dispute over the understanding of the standard terms occurs, it shall be interpreted according to general understanding. Where there are two or more kinds of interpretation, an interpretation unfavourable to the party supplying the standard terms shall be preferred. Where the standard terms are inconsistent with non-standard terms, the latter shall be adopted.Article 42 The party shall be liable for damages if it is under one of the following circumstances in concluding a contract and thus causing losses to the other party:(1) disguising and pretending to conclude a contract, and negotiating in bad faith;(2) concealing deliberately the important facts relating to the conclusion of the contract or providing deliberately false information;(3) performing other acts which violate the principle of good faith.Article 43 A business secret the parties learn in concluding a contract shall not be disclosed or unfairly used, no matter the contract is established or not. The party who causes the other party to suffer from losses due to disclosing or unfairly usingthe business secret shall be liable for damages.CHAPTER 3 EFFECTIVENESS OF CONTRACTSArticle 44 The contract established according to law becomes effective when it is established.With regard to contracts which are subject to approval or registration as provided for by the laws or administrative regulations, the provisions thereof shall be followed.Article 45 The parties may agree on some collateral conditions relating to the effectiveness of a contract. The contract with entry-into-force conditions shall be effective when such conditions are accomplished. The contract with dissolving conditions shall be null and void when such conditions are accomplished.To unfairly prevent the conditions from being accomplished by one party for its own interests shall be regarded as those conditions have been accomplished. To unfairly promoting the accomplishment of such conditions by one party shall be regarded as non-accomplishment.Article 46 The parties may agree on a conditional time period as to the effectiveness of the contract. A contract subject to an effective time period shall come into force when the period expires. A contract with termination time period shall become invalid when the period expires.Article 47 A contract concluded by a person with limited civil capacity of conduct shall be effective after being ratified afterwards by the person's statutory agent, but a pure profit-making contract or a contract concluded which is appropriate to the person's age, intelligence or mental health conditions need not be ratified by the person's statutory agent.The counterpart may urge the statutory agent to ratify the contract within one month. It shall be regarded as a refusal of ratification that the statutory agent does not make any expression. A bona fide counterpart has the right to withdraw it before the contract is ratified. The withdrawal shall be made by means of notice.Article 48 A contract concluded by an actor who has no power of agency, who oversteps the power of agency, or whose power of agency has expired and yet concludes it on behalf of the principal, shall have no legally binding force on the principal without ratification by the principal, and the actor shall be held liable.The counterpart may urge the principal to ratify it within one month. It shall be regarded as a refusal of ratification that the principal does not make any expression. A bona fide counterpart has the right to withdraw it before the contract is ratified. The withdrawal shall be made by means of notice.Article 49 If an actor has no power of agency, oversteps the power of agency, or the power of agency has expired and yet concludes a contract in the principal's name, and the counterpart has reasons to trust that the actor has the power of agency, the act of agency shall be effective.Article 50 Where a statutory representative or a responsible person of a legal person or other organization oversteps his/her power and concludes a contract, the representative act shall be effective except that the counterpart knows or ought to know that he/she is overstepping his/her powers.Article 51 Where a person having no right to disposal of property disposes of other persons' properties, and the principal ratifies the act afterwards or the person without power of disposal has obtained the power after concluding a contract, the contract shall be valid.Article 52 A contract shall be null and void under any of the following circumstances:(1) A contract is concluded through the use of fraud or coercion by one party to damage the interests of the State;(2) Malicious collusion is conducted to damage the interests of the State, a collective or a third party;(3) An illegitimate purpose is concealed under the guise of legitimate acts;(4) Damaging the public interests;(5) Violating the compulsory provisions of the laws and administrative regulations. Article 53 The following immunity clauses in a contract shall be null and void:(1) those that cause personal injury to the other party;(2) those that cause property damages to the other party as a result of deliberate intent or gross fault.Article 54 A party shall have the right to request the people's court or an arbitration institution to modify or revoke the following contracts:(1) those concluded as a result of serious misunderstanding;(2) those that are obviously unfair at the time when concluding the contract.If a contract is concluded by one party against the other party's true intentions through the use of fraud, coercion or exploitation of the other party's unfavorable position, the injured party shall have the right to request the people's court or an arbitration institution to modify or revoke it.Where a party requests for modification, the people's court or the arbitration institution may not revoke the contract.Article 55 The right to revoke a contract shall extinguish under any of the following circumstances:(1) A party having the right to revoke the contract fails to exercise the right within one year from the day that it knows or ought to know the revoking causes;(2) A party having the right to revoke the contract explicitly expresses or conducts an act to waive the right after it knows the revoking causes.Article 56 A contract that is null and void or revoked shall have no legally binding force ever from the very beginning. If part of a contract is null and void without affecting the validity of the other parts, the other parts shall still be valid.Article 57 If a contract is null and void, revoked or terminated, it shall not affect the validity of the dispute settlement clause which is independently existing in the contract.Article 58 The property acquired as a result of a contract shall be returned after the contract is confirmed to be null and void or has been revoked; where the property can not be returned or the return is unnecessary, it shall be reimbursed at its estimated price. The party at fault shall compensate the other party for losses incurred as a result therefrom. If both parties are at fault, each party shall respectively be liable.Article 59 If the parties have maliciously conducted collusion to damage the interests of the State, a collective or a third party, the property thus acpuired shall be turned over to the State or returned to the collective or the third party.CHAPTER 4 PERFORMANCE OF CONTRACTSArticle 60 The parties shall perform their obligations thoroughly according to the terms of the contract.The parties shall abide by the principle of good faith and perform the obligations of notice, assistance and maintaining confidentiality, etc. based on the character and purpose of the contract or the transaction practices.Article 61 Where, after the contract becomes effective, there is no agreement in the contract between the parties on the terms regarding quality, price or remuneration and place of performance, etc. or such agreement is unclear, the parties may agree upon supplementary terms through consultation. In case of a failure in doing so, the terms shall be determined from the context of relevant clauses of the contract or by transaction practices.Article 62 If the relevant terms of a contract are unclear, nor can it be determined according to the provisions of Article 61 of this Law, the provisions below shall be applied:(1) If quality requirements are unclear, the State standards or trade standards shall be applied; if there are no State standards or trade standards, generally held standards or specific standards in conformity with the purpose of the contract shall be applied.(2) If the price or remuneration is unclear, the market price of the place of performance at the time concluding the contract shall be applied; if the government-fixed price or government-directed price shall be followed in accordance with the law, the provisions of the law shall be applied.(3) If the place of performance is unclear, and the payment is currency, the performance shall be effected at the place of location of the party receiving the payment; if realestate is to be delivered, the performance shall be effected at the place of location of the real estate; in case of other contract objects, the performance shall be effected at the place of location of the party fulfilling the obligations.(4) If the time limit for performance is unclear, the obligor may at any time fulfill the obligations towards the obligee; the obligee may also demand at any time that the obligor performs the obligations, but a time period for necessary preparation shall be given to the obligor.(5) If the method of performance is unclear, the method which is advantageous to realize the purpose of the contract shall be adopted.(6) If the burden of the expenses of performance is unclear, the cost shall be assumed by the obligor.Article 63 In cases where the government-fixed price or government- directed price is followed in a contract, if the said price is readjusted within the time limit for delivery as stipulated in the contract, the payment shall be calculated according to the price at the time of delivery. If the delivery of the object is delayed and the price has risen, the original price shall be adopted; while the price has dropped, the new price shall be adopted. In the event of delay in taking delivery of the object or late payment, if the price has risen, the new price shall be adopted; while the price has dropped, the original price shall be adopted.Article 64 Where the parties agree that the obligor performs the obligations to a third party, and the obligor fails to perform the obligations to the third party or the performance does not meet the terms of the contract, the obligor shall be liable to the obligee for the breach of contract.Article 65 Where the parties agree that a third party performs the obligations to theobligee, and the third party fails to perform the obligations or the performance does not meet the terms of the contract, the obligor shall be liable to the obligee for the breach of contract.Article 66 If both parties have obligations towards each other and there is no order of priority in respect of the performance of obligations, the parties shall perform the obligations simultaneously. One party has the right to reject the other party's request for performance before the other party's performance. One party has the right to reject the other party's corresponding request for performance if the other party's performance does not meet the terms of the contract.Article 67 Where both parties have obligations towards each other and there has been an order of priority in respect of the performance, and the party which shall render its performance first has not rendered the performance, the party which may render its performance lately has the right to reject the other party's request for performance. Where the party which shall render its performance first violates the terms of a contract while fulfilling the obligations, the party which may render its performance lately has the right to reject the other party's corresponding request for performance.Article 68 One party, which shall render its performance first, may suspend its performance, if it has conclusive evidence that the other party is under any of the following circumstances:(1) Its business conditions are seriously deteriorating;(2) It moves away its property and takes out its capital secretly to evade debt;(3) It loses its commercial credibility;(4) Other circumstances showing that it loses or is possible to lose the capacity ofcredit.Where a party suspends performance of a contract without conclusive evidence, it shall be liable for the breach of contract.Article 69 One party to a contract which suspends its performance of the contract in accordance with the provisions of Article 68 of this Law, shall promptly inform the other party of such suspension. It shall resume its performance of the contract when the other party provides a sure guarantee. After the suspension of the performance, if the other party does not reinstate its capacity of performance and does not provide with a sure guarantee, the party suspending performance of the contract may rescind the contract.Article 70 If the obligee does not notify the obligor its separation, merger or a change of its domicile so as to make it difficult for the obligor to perform the obligations, the obligor may suspend the performance of the contract or have the object deposited.Article 71 The obligee may reject an advance performance of the contract by the obligor, except that the advance performance does not damage the interests of the obligee.Additional expenses caused to the obligee by advance performance shall be borne by the obligor.Article 72 The obligee may reject the partial performance of the contract by the obligor, except that the partial performance does not damage the interests of the obligee.Additional expenses caused to the obligee by partial performance shall be borne by the obligor.Article 73 If the obligor is indolent in exercising its due creditor's right, thus damaging the interests of the obligee, the obligee may request the people's court forsubrogation in its own name, except that the creditor's right exclusively belongs to the obligor.The subrogation shall be exercised within the scope of the creditor's right of the obligee. The necessary expenses caused to the obligee by exercising subrogation shall be borne by the obligor.Article 74 If the obligor renounces its due creditor's right or transfers its property gratis, thus damaging the interests of the obligee, the obligee may request the people's court to revoke the obligor's act. If the obligor transfers its property at an obviously unreasonable low price, thus damaging the interests of the obligee, and the transferee knows such situation, the obligee may request the people's court to revoke the obligor's act.The right of revocation shall be exercised within the scope of the creditor's right of the obligee. The necessary expenses caused to the obligee by exercising the right of revocation shall be borne by the obligor.Article 75 The time limit for exercising the right of revocation shall be one year, commencing from the day when the obligee is aware or ought to be aware of the causes of revocation. If the right of revocation has not been exercised within five years from the day when the act of the obligor takes place, the right of revocation shall be extinguished.Article 76 After a contract becomes effective, the parties may not reject to perform the obligations of the contract because of modification of the title or name of the parties, or change of the statutory representative, the responsible person or the executive person of the parties.CHAPTER 5 MODIFICATION AND ASSIGNMENT OF CONTRACTS。

函电第16章

函电第16章
names of the parties, and the seals affixed by the parties, etc.
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Exclusive Agency Agreement
This agreement is made and entered into by and betweenthe parties concerned on January20, 2006, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:
most important part in the contract or agreement.
The END
The contents in this part usually include the copies and the conservation of the contract or agreement, the language used the full
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A complete and valid contracts or agreements usually consists
of three parts:
The HEAD
The title of the contract or agreement The number of the contract or agreement The date and the place of signing the contract or agreement The preface of the contract or agreement

Contract_Law

Contract_Law

Contract Law of the People's Republic of ChinaContract Law of the People's Republic of China(Adopted at the Second Session of the Ninth National People's Congress on March 15, 1999 and promulgated by Order No. 15 of the President of the People's Republic of China on March 15, 1999) ContentsGeneral ProvisionsChapter I Common ProvisionsChapter II Making of the ContractChapter III Validity of the ContractChapter IV Fulfillment of the ContractChapter V Modification and Transfer of the ContractChapter VI Termination of Rights and Obligations under theContractChapter VII Liability for Breach of ContractChapter VIII Miscellaneous ProvisionsSpecific ProvisionsChapter IX Purchase and Sale ContractsChapter X Contracts for the Supply and Consumption ofElectricity, Water, Gas or HeatChapter XI Donation ContractsChapter XII Loan ContractsChapter XIII Lease ContractsChapter XIV Contracts for Financial LeaseChapter XV Work ContractsChapter XVI Construction Project ContractsChapter XVII Carriage ContractsChapter XVIII Technology ContractsChapter XIX Contracts of DepositChapter XX Warehousing ContractsChapter XXI Entrustment ContractsChapter XXII Brokerage ContractsChapter XXIII Intermediation ContractsSupplementary ProvisionsGeneral ProvisionsChapter ICommon ProvisionsArticle 1 This Law is enacted for the purpose of protecting the lawful rights and interests of the parties to contracts, maintaining the social and economic order and promoting the socialist modernization.Article 2 For the purposes of this Law, a contract means an agreement on the establishment, alteration or termination of a civil right-obligation relationship between natural persons, legal persons or other organizations as subjects with equal status.Agreements on establishing such personal relationships as marriage, adoption and guardianship shall be governed by the provisions of other laws.Article 3 The parties to the contract have equal legal status, and neither party may impose its will on the other.Article 4 The parties shall, pursuant to law, have the right to enter into a contract on their own free will, and no unit or person may unlawfully interfere.Article 5 The parties shall observe the principle of equality in defining each other's rights and obligations. Article 6 The parties shall observe the principle of good faith in exercising their rights and fulfilling theirobligations.Article 7 The parties shall, in making and fulfilling the contract, abide by laws and administrative regulations and respect social ethics, and may not disrupt the social and economic order nor impair social and public interests.Article 8 A legally executed contract has legal binding force on the parties. The parties shall fulfill their obligations as contracted, and may not arbitrarily modify or terminate the contract.A legally executed contract is protected by law.Chapter IIMaking of the ContractArticle 9 The parties shall, when making a contract, have corresponding capacity for civil rights and civil conduct.A party may, in accordance with law, entrust an agent to make a contract.Article 10 The parties may, when making a contract, use written form, verbal form or any other form.The written form shall be adopted if laws or administrative regulations so require.The written form shall be adopted if the parties so agree.Article 11“Written form” as used herein means any form which renders the information contained in a contract capable of being reproduced in tangible form such as a written agreement, a letter, or electronic text (including telegram, telex, facsimile, electronic data interchange and e-mail).Article 12 The content of a contract is determined by the parties and generally includes the following clauses:(1) designations or names and addresses of the parties;(2) the targeted matter;(3) quantity;(4) quality;(5) price or remuneration;(6) time, place and mode of fulfillment;(7) liability for breach of contract; and(8) dispute settlement.The parties may mak e contracts with reference to various model contract forms.Article 13 The parties shall, in making a contract, take the form of offer and acceptance.Article 14 An “offer” is an intent indication showing the desire to enter into a contract with others, and the intent indication shall conform to the following provisions:(1) the content indicated shall be concrete and definite;(2) the offeror shall, as is indicated, be bound by the intent indication upon its acceptance by an offeree. Article 15 An invitation for offer is an intent indication showing the desire to receive offers from others. Mailed or delivered price catalogs, auction announcements, invitations for bid, capital-raising prospectus and commercial advertisements are such invitations for offer.A commercial advertisement shall, if its content conforms to the provisions regarding offers, be deemed an offer.Article 16 An offer becomes effective when it reaches the offeree.If a contract is made in the form of text in electronic data and the receiver has designated a special receiving system to receive such data text, the time at which the text in electronic data enters the designated special system shall be the time of arrival; if no special receiving system is designated, the time at which the text in electronic data first enters any of the receiver's systems shall be the time of arrival.Article 17 An offer may be withdrawn. The withdrawal notice of an offer shall reach the offeree before or at the same time as the arrival of the offer at the offeree.Article 18 An offer may be revoked. The revocation notice of an offer shall reach the offeree before the dispatch of an acceptance notice by the offeree.Article 19 An offer may not be revoked under any of the following conditions:(1) the offeror has specified a time limit for the acceptance, or has explicitly indicated in any other manner the irrevocability of the offer;(2)there are grounds for the offeree to maintain the irrevocability of the offer and the offeree has made preparations for the fulfillment of the contract.Article 20 An offer loses its effect under any of the following conditions:(1)a rejection notice of the offer has reached the offeror;(2)the offeror has revoked the offer pursuant to law;(3)when the fixed time limit for acceptance expires,the offeree undertakes no acceptance; or(4)the offeree makes a substantial change of the content of the offer.Article 21 An acceptance is an assent indication of the offeree to an offer.Article 22 An acceptance shall be made in form of a notice, unless, in light of trade practices or as indicated by the offer, the offeree may indicate the assent by performing an act.Article 23 An acceptance shall reach the offeror within the time limit fixed by the offer.If no time limit is fixed by the offer, the acceptance shall reach the offeror in accordance with the following provisions:(1) if an offer is made orally, acceptance shall be made promptly unless the parties stipulate otherwise; and(2) if an offer is not made orally, the acceptance shall reach the offeror within a reasonable period of time. Article 24 If an offer is made through a letter or a telegram, thetime limit for acceptance commences on the date shown on the letter or on the date the telegram is handed in for dispatch or, if no such date is shown on the letter, from the date shown by the postmark of the letter. If an offer is made by means of instantaneous communications such as telephone or facsimile, the time limit for acceptance commences at the moment that the offer reaches the offeree.Article 25 A contract is executed at the time when the acceptance becomes effective.Article 26 The acceptance becomes effective when the acceptance notice reaches the offeror. If an acceptance needs no notice, it becomes effective when an act of acceptance is performed in light of trade practices or as indicated by the offer.Where a contract is made in the form of text in electronic data, the provisions of Paragraph 2 of Article 16 of this Law shall be applicable to the time of arrival of the acceptance.Article 27 An acceptance may be withdrawn. The withdrawal notice of the acceptance shall reach the offeror before or at the same time as the acceptance notice reaches the offeror.Article 28 If the offeree makes an acceptance beyond the time limit for acceptance, it shall constitute a new offer unless the offeror notifies the offeree in time that the acceptance is effective.Article 29 If an offeree makes within the time limit for acceptance an acceptance that could reach the offeror in time under normal conditions but happens to reach the offeror beyond the limit due to other reasons, the acceptance shall be effective notwithstanding unless the offeror notifies the offeree in time that the acceptance is denied due to its delayed arrival.Article 30 The content of an acceptance shall be consistent with the content of the offer. If the offeree proposes any substantial change to the content of the offer, it shall constitute a new offer. Changes related to the targeted matter, quantity, quality, price or remuneration, duration of fulfillment, place and mode of fulfillment, liability for breach of contract and method of dispute settlement in a contract are substantial changes to the content of an offer.Article 31 If an acceptance makesnon-substantial changes to the content of the offer, the acceptance shall beeffective notwithstanding and the content of the contract shall thus be based on the content of the acceptance, unless the offeror indicates in time its objection thereto, or as indicated in the offer, the acceptance may not make any change to the content of the offer.Article 32 If the parties enter into a contract in the form of a contract instrument, the contract is executed at the time when both parties put their signatures or affix their seals thereto.Article 33If the parties enter into a contract in the form of letter or text in electronic data or any other forms, a confirmation instrument may be required prior to the execution of the contract. The contract is executed atthe time when the confirmation instrument is signed.Article 34 The place where the acceptance becomes effective shall be the place where the contract is executed.Where a contract is made in the form of text in electronic data, the receiver's major place of business is the place of execution of the contract; in the absence of a major place of business, the receiver's habitual residence is the place of execution of the contract. Where the parties stipulate otherwise, such stipulations shall govern.Article 35 If the parties adopt the form of a contract instrument to make a contract, the place where both parties sign or stamp the contract is the place of execution of the contract.Article 36 Where the parties fail to make a contract in written form as provided for by laws or administrative regulations or as agreed by the parties, but a party has already performed the major obligations and the other party has accepted the performance, the contract shall be considered as executed.Article 37 If, in making a contract in the form of a contract instrument, a party has already performed the major obligations pending the signature or seal and the other party has accepted the performance, the contract shall be considered as executed.Article 38 If the State gives, according to the needs, mandatory assignments or State purchase orders, the legal persons and other organizations concerned shall conclude contracts in accordance with the rights and obligations provided for by the relevant laws and administrative regulations.Article 39 If standard clauses are used in making a contract, the party that provides the standard clauses shall determine the rights and obligations between the parties in accordance with the principle of fairness, and shall call in a reasonable manner the other party's attention to the exemptible and restrictive clauses regarding its liability, and give explanations of such clauses at the request of the other party.“Standard clauses” means the clauses that are formulated in anticipation by a party for the purpose of repeated usage and that are not a result of consultation with the other party in the making of the contract. Article 40 Standard clauses shall become invalid if they fall under any of the circumstances set forth in Articles 52 and 53 of this Law or if the party that provides the standard clauses exempts itself from the liability, imposes heavier liability on the other party, or precludes the other party from its main rights. Article 41 If a dispute arises over the understanding of a standard clause, the clause shall be interpreted in accordance with its common understanding. If a standard clause has more than one interpretation, the clause shall be interpreted in a manner unfavorable to the party providing the clause. If a standard clause is inconsistent with the non-standard clause, the non-standard clause shall be adopted.Article 42 In the making of a contract, the party that falls under any of the following circumstances, causing thus loss to the other party, shall hold the liability for the loss.(1) engaging in consultation with malicious intention in name of making a contract;(2) concealing intentionally key facts related to the making of the contract or providing false information; or(3) taking any other act contrary to the principle of good faith.Article 43 Neither party may disclose or inappropriately exploit business secrets obtained in the making of a contract no matter the contract is executed or not. The party that discloses or inappropriately exploits the said business secrets causing thus loss to the other party shall hold the liability for the loss.Chapter IIIValidity of the ContractArticle 44 A contract legally executed shall become effective upon execution.Where a contract may become effective only after the completion of approval and registration procedure according to the provisions of laws and administrative regulations, such provisions shall govern.Article 45 The parties may agree to attach conditions on the validity of the contract. A contract with collateral conditions on its entry into effect shall become effective upon the fulfillment of the conditions. A contract with collateral conditions on its dissolution shall lose its validity upon the fulfillment of the conditions.Where either party, for the sake of its own interests, unjustifiably prevents the fulfillment of the aforesaid conditions, the conditions shall be deemed as fulfilled; where either party unjustifiably hastens the fulfillment of the conditions, the conditions shall be deemed as not fulfilled.Article 46 The parties may agree to attach a time limit for the entry into effect of a contract. A contract with an attached time limit for its entry into effect shall become effective upon expiry of the time limit. A contract attached with a time limit for its termination shall lose its effect upon expiry of the time limit.Article 47 A contract entered into by a person with limited civil capacity may become valid only after ratification by his legal agent. However, a contract of such kind which is purely profit-making or the making of which is compatible to the age, intelligence and mental health of the person concerned needs no ratification by his legal agent.The counterpart may urge the legal agent to give ratification within one month. Where the legal agent does not respond, the non-response shall be deemed a refusal of ratification. Pending the ratification, the bona fide counterpart has the right to rescind. The rescission shall be made by a notice.Article 48 A contract that is entered into by an actor without the right of agency, in excess of the right of agency or beyond the expiration of the right of agency, in the name of a principal and without ratification by the principal, shall have no binding force on the principal, and the actor shall bear the responsibility therefor. The counterpart may urge the principal to give ratification of the contract within one month. Where the principal does not respond, the non-response shall be deemed a refusal of ratification. Pending the ratification, the bona fide counterpart has the right to rescind. The rescission shall be made by a notice. Article 49 Where an actor enters, without the right of agency, in excess of the right of agency or beyond the expiration of the right of agency, into a contract in the name of a principal, and where the counterpart has grounds to believe that the actor has the right of agency, the act of agency shall be deemed as effective. Article 50 Where a legal person, or the legal representative or the person in charge of an organization exceeds the limits of power in making a contract, the act of representation shall be effective unless the counterpart is aware or ought to be aware of the excess of the limit of power.Article 51 Where a person without the right of disposal disposes of another's property, upon ratification by the obligee or if the person without the right of disposal obtains the right of disposal after making the contract, the contract shall be effective.Article 52 A contract is invalid under any of the following circumstances:(1) either party enters into the contract by means of fraud or coercion and impairs the State's interests;(2) there is malicious conspiracy causing damage to the interests of the State, of the collective or of athird party;(3) there is an attempt to conceal illegal goals under the disguise of lawful forms;(4) harm is done to social and public interests; or(5) mandatory provisions of laws and administrative regulations are violated.Article 53 The following clauses on liability exemption in a contract shall be invalid:(1) those causing physical injury to the other party; or(2) those causinglosses to property to the other party by intention or due to gross negligence.Article 54 Either party has the right to request a people's court or an arbitration institution to alter or rescind any of the following contracts:(1) any contract which is made under substantial misunderstanding; or(2) any contract the making of which lacks fairness.Where a party makes the other party enter into a contract against its true will by means of deceit, coercion or taking advantage of its difficulties, the injured party has the right to request a people's court or an arbitration institution to alter or rescind the contract.Where the request of the party is an alteration to the contract, the people's court or arbitration institution shall not rescind it.Article 55 The right to rescind shall vanish where:(1) the party with the right to rescind has not exercised it within a year from the date on which it was awareor ought to be aware of the matter for the rescission; or(2) the party with the right to rescind waivers its right by express indication or by its own act after it was aware of the matter for the rescission.Article 56 An invalid or rescinded contract does not have legal binding force from the outset. If a part of a contract becomes invalid without affecting the validity of the other parts, the other parts remain valid. Article 57 If a contract becomes invalid, or is rescinded or terminated, the validity of its independently existing clauses pertaining to the settlement of disputes shall not be affected.Article 58 After a contract becomes invalid or is rescinded, any property obtained under the contract shall be returned. If it is impossible or unnecessary to return the property, compensation shall be made at an estimated price. The party at fault shall compensate the other party for the loss caused by the fault. If both parties have faults, they shall bear their respective responsibilities.Article 59 If the parties impair by malicious conspiracy the interests of the State, of the collective or of a third party, the property they have thus obtained shall be returned to the State, the collective or the third party.Chapter IVFulfillment of the ContractArticle 60 The parties shall fulfill fully their respective obligations as contracted.The parties shall observe the principle of good faith and fulfill the obligations of notification, assistance and confidentiality in accordance with the nature and aims of the contract and trade practices.Article 61 For a contract that has become valid, where the parties have not stipulated the contents regarding quality, price or remuneration or the place of performance, or have stipulated them unclearly, the parties may supplement them by agreement; if they are unable to reach a supplementary agreement, the problem shall be determined in accordance with the related clauses of the contract or with trade practices.Article 62 Where the parties have unclearly stipulated related contents in a contract and fails to determine them in accordance with the provisions of Article 61 of this Law, the following provisions shallapply:(1) in case of unclear quality requirements, the contract shall be performed in accordance with State standards or trade standards, or in the absence of such standards, in accordance with common standards or special standards conforming to the aim of the contract;(2) in case of unclear price or remuneration stipulation, the contract shall be performed in accordance with the market price in the place of contract performance at the time of the making of the contract, or according to the government-set price or government-guided price if it is so required by law;(3) in case of unclear stipulation of place of performance, where the payment is in cash, the contract shall be performed in the place of the cash recipient; where the payment is in real estate, the contract shall be performed in the place where the real estate is located; where other targeted matters are involved, the contract shall be performed in the place of the party fulfilling the obligations;(4) in case of unclear time limit for the performance, the debtor may fulfill its obligations at any time, and the creditor may demand the fulfillment at any time, while giving the debtor necessary time to make preparations;(5) in case of unclear mode of performance, the contract shall be performed in a manner conducive to the realization of the aim of the contract; and(6) in case of unclear charge for the performance, the charge shall be borne by the party fulfilling the obligations.Article 63 For a contract with the government-set price or government-guided price as the fulfilling price, where the government price is adjusted within the delivery period of the contract, the price at the time of delivery shall be the fulfilling price. Where an overdue delivery occurs and the price goes up at the delivery, the original price shall be the fulfilling price; if the price drops at the delivery, the new price shall be the fulfilling price. Where an overdue delivery-taking or overdue payment occurs, the new price shall be the fulfilling price if the price goes up; and the original price shall be the fulfilling price if the price goes down. Article 64 Where the parties agree that the debtor shall discharge the debts to a third party and where thedebtor fails to do so or fails to meet its liability as contracted, the debtor shall bear the liability for breach of contract to the creditor.Article 65 Where the parties agree that a third partyshall discharge the debts to the creditor and where the third party fails to do so or fails to meet its liability as contracted, the debtor shall bear the liability for breach of contract to the creditor.Article 66 Where the parties are in debt to each other and there is no time order for discharging the debts, they shall meet their respective liabilities simultaneously. Either party has the right to reject the other party's demand for the discharge before the latter meets its own liabilities. Either party has the right to reject the other party's demand for the discharge if the latter fails to meet its liabilities as contracted.Article 67 Where the parties are in debt to each other and there is a time order for them to discharge the debts, the party which is the next to discharge the debts has the right to reject the discharge demanded by the party which is the first to meet its liabilities but fails to meet them. The party which is the next to discharge the debts has also the right to reject a corresponding discharge demanded by the party which is the first to meet its liabilities but fails to meet them as contracted.Article 68 The party which ought to discharge its debts first may suspend the discharge if it has truthful evidence to prove that the other party falls under any of the following situations:(1) business operations seriously deteriorating;(2) diverting properties and withdrawing capital to evade debts;(3) falling into business discredit; or(4) other situations showing inability or possible inability to meet liabilities.A party that suspends the discharge without truthful evidence shall bear the liability for breach of contract. Article 69 Where a party suspends the discharge of its debts in accordance with the provisions of Article 68 of this Law, it shall promptly notify the other party of the suspension. The party shall resume the discharge when the other party provides a guarantee. The party that has suspended the discharge may dissolve the contract if the other party has failed to regain its capability of meeting its liabilities and to provide a guarantee within a reasonable period of time.Article 70 If a creditor splits, merges or changes domicile without notifying the debtor and thus makes it difficult to discharge the debts, the debtor may suspend the discharge or deposit the targeted matter.Article 71 The creditor may refuse an anticipated discharge of debts by the debtor, except that the anticipated discharge does not impair the creditor's interest.Any additional expenses caused to the creditor by the debtor's anticipated discharge of debts shall be borne by the debtor.Article 72 The creditor may refuse a discharge of debts in part by the debtor, except that the partial discharge does not impair the creditor's interest.Any additional expenses caused to the creditor by the debtor's discharge of debts in part shall be borne by the debtor.Article 73 If a debtor is indolent in exercising its matured creditor's rights and thus causeslosses to the creditor, the creditor may apply to a people's court to subrogate the debtor's creditor's rights and exercise them under the creditor's name, except for the creditor's rights exclusively belonging to the debtor.The scope for exercising the subrogation is limited to the creditor's rights enjoyed by the creditor. The expenses required by the creditor's subrogation shall be borne by the debtor.Article 74 If a debtor disclaims its due creditor's rights or transfers gratis its property and thus causes losses to the creditor, the creditor may apply to a people's court to rescind the debtor's action. The creditor may also apply to a people's court to rescind the debtor's action if the debtor causes losses to the creditor by transferring its property at a low price evidently unreasonable and with awareness of the transferee.The scope for exercising the right of rescission is limited to the creditor's rights enjoyed by the creditor. The expenses required by the creditor in exercising its right of rescission shall be borne by the debtor.Article 75 The right of rescission shall be exercised within one year from the day on which the creditor is aware or ought to be aware ofthe matters for the rescission. If a creditor does not exercise its right of。

initial英文合同

initial英文合同

initial英文合同Initial Contract Requirements.1. Parties to the Contract.The contract shall clearly identify the parties involved, including their full legal names, addresses, and any other relevant contact information. This ensures that both parties are aware of who they are entering into a contractual agreement with.2. Description of Services or Goods.A detailed description of the services to be provided or the goods to be sold should be included in the contract. This description should be comprehensive enough to clearly outline the scope of work or product to be delivered.3. Consideration.The contract should specify the consideration, or the value exchanged, for the services or goods. This may include the agreed-upon price, payment terms, and any applicable taxes or fees.4. Terms of Payment.The contract should outline the terms of payment, including the due date for payment, acceptable payment methods, and any penalties for late payments.5. Contract Duration and Termination.The contract should specify the duration of the agreement and the conditions under which it can be terminated. This may include provisions for early termination, renewal options, or automatic renewal clauses.6. Warranties and Representations.The contract should include warranties and representations made by the parties involved. Thesewarranties may cover the quality of services or goods, compliance with laws and regulations, and any other assurances made by the parties.7. Limitations of Liability.The contract should specify the limitations ofliability for both parties. This may include caps on damages, exclusions from liability for certain types of losses, and any other provisions designed to allocate risk between the parties.8. Dispute Resolution.The contract should outline the process for resolving disputes that may arise between the parties. This mayinclude provisions for mediation, arbitration, orlitigation, as well as any applicable venue or jurisdiction.9. Governing Law.The contract should specify the governing law that willapply to the agreement. This ensures that the parties understand which legal system will govern theinterpretation and enforcement of the contract.10. Entire Agreement.The contract should state that it constitutes theentire agreement between the parties and supersedes any previous agreements or understandings. This helps to avoid any confusion or disputes regarding the terms of the contract.11. Amendments and Modifications.The contract should specify the process for amending or modifying the agreement. This may include provisions for written consent, notice requirements, and any other procedures that must be followed to make changes to the contract.12. Notices.The contract should provide details on how notices and other communications should be given to the parties. This may include specified addresses, email addresses, or other contact information, as well as any required format or timing for giving notices.13. Assignment and Delegation.The contract should specify whether the parties are allowed to assign or delegate their rights and obligations under the agreement. This provision is important for addressing situations where a party may need to transfer its rights or obligations to another entity.14. Force Majeure.The contract should include provisions for force majeure events, which are unexpected events beyond the control of the parties that may prevent the performance of the contract. These provisions should outline the consequences of such events and how they will be handled under the terms of the agreement.15. Severability.The contract should state that if any provision of the agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This ensures that the validity of the entire contract is not compromised by the invalidity of a single provision.16. Language.The contract should specify the language that will be used for the agreement. This is particularly important in cases where the parties may speak different languages or where the contract may be subject to interpretation or translation.17. Signatures.The contract should include spaces for the signatures of the parties, indicating their agreement to the terms and conditions outlined in the contract. These signatures serveas evidence of the parties' consent and are legally binding. Conclusion.When drafting an initial contract, it is crucial to include all relevant provisions and details to ensure that the agreement is comprehensive, clear, and enforceable. By addressing each of the requirements outlined above, parties to the contract can establish a solid foundation for their business relationship and minimize the risk of disputes or misunderstandings in the future.。

英文合同中的第一章

英文合同中的第一章

英文合同中的第一章Contract Chapter One: General Provisions.Here's the deal: we're entering into this agreement, and we want to make sure we're both on the same page. The first thing is, both parties agree to uphold the terms and conditions stated in this contract. No ifs, ands, or buts.Now, about payments. You know the drill, right? Payments are due on the specified dates, and any delays or late payments will be subject to additional charges. We're not trying to be strict, just making sure things run smoothly.The services we're providing? Well, let's just saythey're top-notch. You can expect nothing but the best from us. But hey, if there's an issue or a concern, don't hesitate to let us know. We're always here to help.Confidentiality is a big thing for us. So, whatever wediscuss or share in the course of this agreement, it stays between us. No leaks, no gossip, just trust and respect.Lastly, this contract is binding for both parties. If either of us wants to make changes or terminate it, we need to do it in writing and follow the due process. Simple as that.So, there you have it. No complicated legal jargon,just the basics. If you have any questions, just let us know. We're here to make this partnership work.。

(完整版)美国合同法(第二次重述-第1部分中英文)

(完整版)美国合同法(第二次重述-第1部分中英文)

CONTENT目录(共十六章385条)Chapter 1 MEANING OF TERMS第一章合同条款的含义Chapter 2 FORMA TION OF CONTRATCTS------PARTIES AND CAPACITY 第二章合同的订立——当事人及其缔约能力Chapter 3 FORMA TION OF CONTRACTS---MUTUAL ASSENT第三章合同的订立——意思表示一致CHAPTER 4 FORMA TION OF CONTRACTS—CONSIDERA TION第四章合同的订立——约因CHAPTER 5 THE STATUTE OF FRAUDS第五章防止欺诈条例CHAPTER 6 MISTAKE第六章错误CHAPTER 7 MISREPRESENTATION, DURESS AND UNDUE INFLUENCE 第七章虚假的意思表示,胁迫以及不当影响CHAPTER 8 UNENFORCEABILITY ON GROUNDS OF PUBLIC POLICY 第八章合同因公共政策而不可执行CHAPTER 9 THE SCOPE OF CONTRACTUAL OBLIGA TIONS第九章合同义务的范围CHAPTER 10 PERFORMANCE AND NON-PERFORMANCE第十章合同的履行与不履行CHAPTER 11 IMPRACTICABILITY OF PERFORMANCE AND FRUSTRATION OF PURPOSE第十一章履行不能和履行目的落空CHAPTER 12 DISCHARGE BY ASSET OR ALTERATION第十二章双方合意或变更合同以解除合同义务CHAPTER 13 JOINT AND SEVERAL PROMISORS AND PROMISEES第十三章连带允诺人和受允诺人CHAPTER 14 CONTRACT BENEFICIARIES第十四章合同受益人CHAPTER 15 ASSGINEMNT AND DELEGATON第十五章合同权利的转让与合同义务的转托CHAPTER 16.REMEDIES第十六章违约救济Chapter 1 MEANING OF TERMS第一章合同条款的含义§1. CONTRACT DEFINED 合同定义A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.合同指的是一个允诺或一组允诺,如果违反此允诺,则法律给与救济;如果其履行了允诺,则法律以某种方式将其视为一项义务。

本合同中英文写就

本合同中英文写就

本合同中英文写就This Contract Written in English and ChineseContracts play a crucial role in the modern business world as they provide a legally binding framework for various transactions and agreements between parties. In an increasingly globalized economy, it has become essential for contracts to be drafted in multiple languages to ensure clarity and enforceability across different jurisdictions. The practice of drafting contracts in both English and the native language of the contracting parties has become a common practice, particularly in international business dealings.The decision to draft a contract in both English and the native language of the contracting parties is driven by several factors. Firstly, it ensures that all parties involved have a clear understanding of the terms and conditions of the agreement. By providing the contract in their native language, the parties can better comprehend the nuances and implications of the contractual provisions, reducing the risk of misunderstandings or disputes arising from language barriers.Secondly, the use of dual-language contracts enhances the enforceability of the agreement. In the event of a legal dispute, the existence of a contract in the local language can provide a stronger legal basis for the enforcement of the contract within the jurisdiction of the contracting parties. This is particularly important in countries where the legal system may not be as familiar with the English language or where the local language is the primary language used in the judicial process.Moreover, the practice of drafting contracts in both English and the native language of the parties demonstrates a respect for cultural diversity and a commitment to fostering effective communication. It shows that the contracting parties are willing to accommodate the linguistic preferences of their counterparts, which can build trust and goodwill between the parties and facilitate smoother negotiations and ongoing business relationships.In the context of international trade and investment, the use of dual-language contracts has become increasingly common. As businesses expand their operations across borders, the need to navigate different legal systems and linguistic landscapes has become more prevalent. By drafting contracts in both English and the local language, companies can ensure that their contractual obligations and rights are clearly understood and enforceable in the respective jurisdictions.The process of drafting a dual-language contract typically involves a careful translation process, where the contract is first drafted in one language, usually English, and then meticulously translated into the other language. This translation process must be carried out by qualified and experienced translators who are proficient in both the source and target languages, as well as the specific legal and technical terminology used in the contract.To ensure the accuracy and consistency of the translated version, it is common practice for the contracting parties to agree on a "governing language" provision within the contract. This provision specifies which language version of the contract will take precedence in the event of any discrepancies or ambiguities between the two language versions. This helps to mitigate the risk of conflicting interpretations and ensures that the contractual obligations and rights are clearly defined.In addition to the translation process, the drafting of a dual-language contract also requires careful attention to the formatting and layout of the document. The two language versions are typically presented side-by-side or in a parallel format, with each language version occupying an equal amount of space on the page. This layout ensures that the contract is visually balanced and easy to read and compare for the contracting parties.Furthermore, the use of dual-language contracts can also have implications for the dispute resolution process. In the event of a legal dispute, the contracting parties may need to consider which language version of the contract will be used as the primary reference point for the interpretation of the contractual terms. This can be influenced by factors such as the jurisdiction of the dispute, the language proficiency of the involved parties, and the specific provisions within the contract itself.Despite the benefits of drafting contracts in multiple languages, there are also some potential challenges and considerations that must be addressed. One of the key challenges is the potential for discrepancies or inconsistencies between the language versions, which can lead to ambiguity and disputes. To mitigate this risk, it is crucial that the translation process is carried out with the utmost care and attention to detail, and that the contracting parties carefully review and approve the translated version before signing the contract.Another consideration is the cost and time associated with the translation and review process. Drafting a dual-language contract can be more time-consuming and resource-intensive than a single-language contract, as it requires additional steps and coordination between the parties. However, the potential benefits of enhancedclarity, enforceability, and cultural sensitivity often outweigh these additional costs.In conclusion, the practice of drafting contracts in both English and the native language of the contracting parties has become a widely accepted and valuable tool in the modern business landscape. By providing the contract in multiple languages, the parties can ensure a clear understanding of the contractual terms, enhance the enforceability of the agreement, and demonstrate a commitment to effective cross-cultural communication. As the global economy continues to evolve, the use of dual-language contracts is likely to become an increasingly important aspect of international business transactions and legal practices.。

中国合同法的官方英文版译文

中国合同法的官方英文版译文

中国合同法的官方英文版译文Here is an essay on the topic of the official English translation of the Chinese Contract Law, with the content exceeding 1,000 words as requested.The Chinese Contract Law is a fundamental legal framework that governs the formation, performance, modification, and termination of contracts in the People's Republic of China. Enacted in 1999 and effective as of October 1, 1999, the law serves as a critical component of China's legal system, providing a comprehensive set of rules and regulations to facilitate commercial transactions and protect the rights and interests of contracting parties.Given the significance of the Chinese Contract Law in the country's economic and legal landscape, it is essential to have an accurate and reliable English translation of the law to ensure its accessibility and comprehension by international stakeholders, including foreign businesses, investors, and legal professionals operating in or engaging with the Chinese market.The official English translation of the Chinese Contract Law is a valuable resource that enables non-Chinese speakers to understandthe key principles, provisions, and requirements outlined in the original Chinese version of the law. This translation plays a crucial role in enhancing transparency, facilitating cross-border transactions, and fostering a deeper understanding of the legal framework governing contracts in China.One of the primary benefits of the official English translation is its ability to bridge the linguistic and cultural gap between China and the international community. By providing a clear and accurate rendition of the Chinese Contract Law in English, the translation empowers foreign entities to navigate the legal landscape more effectively, mitigate risks, and make informed decisions when engaging in contractual relationships with Chinese counterparts.Moreover, the English translation serves as a valuable reference for legal practitioners, scholars, and policymakers outside of China who seek to understand the nuances and implications of the Chinese Contract Law. It allows them to analyze and compare the Chinese legal framework with their own domestic contract laws, facilitating cross-jurisdictional research, policy development, and the identification of potential areas for harmonization or collaboration.The official English translation of the Chinese Contract Law is the result of a meticulous and collaborative effort by legal experts and language professionals. The translation aims to capture the precisemeaning and intent of the original Chinese text while adhering to the conventions and terminology commonly used in international legal discourse.The translation covers a wide range of topics, including the general principles of contract law, the formation and validity of contracts, the rights and obligations of contracting parties, the performance and breach of contracts, and the various methods of contract termination. It also addresses specific types of contracts, such as sales contracts, lease contracts, and technology transfer contracts, among others.One of the notable features of the official English translation is its attention to detail and its efforts to maintain the nuances and technicalities of the Chinese legal language. The translation strives to preserve the specific terminology, concepts, and legal principles that are deeply rooted in the Chinese legal tradition, while also ensuring that the English rendition is clear, concise, and accessible to international readers.For example, the translation carefully differentiates between terms like "contract" and "agreement," "breach of contract" and "default," and "modification" and "amendment," ensuring that the distinctions between these legal concepts are accurately conveyed. This level of precision is crucial in the context of cross-border transactions, where misunderstandings or ambiguities in the legal language can havesignificant consequences.Furthermore, the official English translation of the Chinese Contract Law provides valuable insights into the underlying philosophy and policy objectives that have shaped the development of contract law in China. By understanding the broader context and principles that inform the Chinese legal framework, international stakeholders can better navigate the nuances and expectations surrounding contractual relationships in the Chinese market.In conclusion, the official English translation of the Chinese Contract Law is a invaluable resource that enhances the accessibility and understanding of this critical legal framework for the international community. By bridging the linguistic and cultural divide, the translation promotes transparency, fosters cross-border collaboration, and contributes to the harmonization of contract law practices globally. As China continues to play an increasingly prominent role in the global economy, the importance of this translation will only continue to grow, serving as a vital link between China and the rest of the world.。

英文合同书籍

英文合同书籍

英文合同书籍The art of crafting a contract is both a science and an art. It requires precision in language to ensure clarity and avoid ambiguity, protecting the interests of all parties involved.Contracts are not just legal documents; they are the backbone of business transactions. They set the terms and conditions that guide the relationship between the parties, outlining rights and obligations.Understanding the nuances of contract law is essentialfor anyone involved in drafting or reviewing contracts. It ensures that agreements are fair, enforceable, and serve the intended purpose.A well-written contract can prevent disputes and save time and resources that would otherwise be spent on litigation. It is a testament to the importance of clear communication in business.For beginners, a guide to contract writing can be a valuable resource. It should cover the basics of contract structure, essential clauses, and common pitfalls to avoid.As one progresses, advanced contract writing skills become crucial. This includes the ability to negotiate terms, understand legal jargon, and adapt contracts to specificindustries or situations.In the digital age, electronic contracts are becoming increasingly common. This brings new challenges and opportunities, such as ensuring security and compliance with electronic signatures.Finally, the importance of keeping contracts up-to-date cannot be overstated. As laws and business practices evolve, so too must the contracts that govern them to remain relevant and effective.。

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唛头—其他唛头
--mark除了在运输方面广泛应用,我们通常说的 商标标识:商标、洗涤标、尺码标、以及常也称作“唛”. 例如: 商标——主唛、洗水标——洗唛、尺码标——尺 唛、织唛、侧唛、贴唛、烫唛等等,在出口贸易 和生产业界中也十分广泛地应用。

唛头--作用


使发货人、承运人、监管人和收货人都能够很快地辨明货物的 归属、去向、和包装内部货物的情况,避免混乱出错。 1)对于发货人及制造者来说唛头便于管理、方便统计、合理地 计算重量和体积,安排好运输防止出错。 2)对于监管人比如商检、海关等等也可以一目了然,便于按照 批次监管货物,查验放行。 3)对于承运人从进仓到发货及运输中转、海空联运直至目的港, 参照唛头提示清点交货,都方便快捷。尤其散货混装时更为重 要。 4)对于收货人一看外箱就知道内容,不用开箱就可以很快进入 流通环节。收货人一般只看侧唛。 国内贸易也沿用了出口贸易的规则,常常也在货物的包装上使 用唛头,目的也是为了便于货物的储运和流通管理。

SAMPLE 1 & 2 & 3
SAMPLE 3—Sales Contract难点解释

For account of:

由…支付;付款方:_______
SAMPLE 3—Sales Contract难点解释
1. 商品名称及规格,数量,单价和总价 允许溢短装—(More or Less): _____% 是国际贸易中的一个概念,指卖方在向买方的实 际交货操作中,可能出现一些意外(事先估计的 可以多装,但实际装不了那么多;或者是可以比 事先估计得多装一些),因此双方事前达成关于 多装或少装的约定,称为合同的溢短装条款(简称 溢短装),以方便在装运的时候有效利用空间,也 避免了实际装运后再来修改L/C或者单据的麻烦。

正唛
主唛—织唛
ISO & IMF
Chapter 15 Contracts
16th, June
What is a contract?
A contract is a legal document enforceable by law and binding on the parties involved, therefore, it must be observed and implemented once the terms and conditions of the contract are reached and document is signed between the parties. It may be formal or informal. The business contract which is generally adopted in international trade activity is the formal written one.

SAMPLE 3—Sales Contract难点解释
4. Shipping Mark (运输标志)或唛头 音译名词. 1.商标的意思 2.进出口货物的包装上所做的标记,取自英文 “mark”。 外贸中的“唛头”通常由型号,图形或收货单位 简称,目的港,件数或批号等组成。 通常是由一个简单的几何图形和一些字母、数字 及简单的文字组成,其作用在于使货物在装卸、 运输、保管过程中容易被有关人员识别,以防错 发错运。主要分为两部分:正唛和侧唛。

唛头
正唛(front mark)
D.S. ITEM: DVD PLAYER SINGAPORT TRANSFER MADE IN CHINA

【包括: 收货人、大品名、目的港、产地。一般 是反映收货人的信息,是给承运人参照执行的】
侧唛
ITEM NO: DVD-900 PCS/CTN: 10PCS N.W.: G.W.: MEAS: 【侧唛包括: 小品名、件数、毛重、货物的箱数。 侧唛是反映箱包内货物的信息。 除了订单号、款号以外,侧唛有时还会表示其它 信息如:箱(包)内货物的数量、颜色、尺码搭 配、规格、等级等等信息。】

SAMPLE 3—Sales Contract难点解释
SAMPLE--合同上要求工厂生产5000件商品。 1.工厂给其发货5100件,说明溢装100件 2.工厂给其发货4900件,说明短装100件

溢,多的意思; 短,少的意思。 合同上一般会说明,允许溢短装在总货物中的比 例的。通常,溢短装在外贸、信用证等领域都有 广泛的应用。

SAMPLE 3—Sales Contract难点解释
“溢短装条款”是国际货物买卖合同中最常见的规 定数量机动幅度的条款,主要由三部分组成, ①数量机动幅度的范围 通常用百分比表示 ②溢短装的选择权 在机动幅度范围内是多交货物还是少交货物,该 选择权一般由卖方来决定。 单在采用海洋运输的情况下,由于交货的数量与 载货船舶的舱容有着非常密切的关系,因此溢短 装的选择权应由安排货物运输的一方掌握。 ③溢短装部分的作价办法

Contracts in different cultures
US: every business negotiation normally results in a binding contract; long and detailed; written by experts; China: serves more as a guide than a detailed list of specifics; Islamic countries: need to follow Shariah law.

Legal language in contracts

Reading material after class

商务合同的语言特点
Reading material after class
15.3.2 13 different Incoterms

15.3.4 Terms of payment

What is a contract?
Contracts are agreements between two or more parties; Written agreement; Legal documents; Draft/ negotiate/ amend/ discuss/ award contract; Form the basis of business deals; List the obligations of each parties; Form the basis of any conflict resolution;
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