国际商务合同unit(3)
英语国际商务合同5篇
英语国际商务合同5篇篇1International Business ContractI. IntroductionInternational business contracts play a significant role in the global economy as they establish the terms and conditions under which business transactions are conducted between parties from different countries. These contracts provide a legal framework for ensuring that both parties fulfill their obligations and protect their rights. This document outlines the key components of an international business contract and discusses the importance of drafting a comprehensive and well-defined contract.II. Key Components of an International Business Contract1. Parties: The contract should clearly identify the parties involved in the agreement, including their legal names, addresses, and contact information. It is important to accurately identify the parties to avoid confusion and disputes in the future.2. Scope of Work: The contract should specify the nature of the business transaction, including the products or services to be provided, the timelines for delivery, and the pricing terms. It is essential to outline the scope of work to ensure that both parties have a clear understanding of their responsibilities.3. Terms and Conditions: The contract should include terms and conditions that govern the rights and obligations of both parties. This may include payment terms, warranties, dispute resolution mechanisms, and termination clauses. It is important to carefully draft these provisions to protect the interests of both parties.4. Governing Law: The contract should specify the governing law that will apply in case of disputes between the parties. This is particularly important in international business contracts, where parties from different countries may be subject to different legal systems. The governing law clause helps to provide clarity and consistency in the interpretation of the contract.5. Arbitration Clause: International business contracts often include an arbitration clause, which outlines the process for resolving disputes outside of the court system. Arbitration is a common method of dispute resolution in international business contracts as it is often faster and more cost-effective thantraditional litigation. The arbitration clause should specify the rules and procedures that will govern the arbitration process.III. Importance of a Well-Defined ContractA well-defined international business contract is essential for establishing a solid foundation for a successful business relationship. Here are some reasons why it is important to draft a comprehensive contract:1. Clarity and Certainty: A well-defined contract provides clarity and certainty about the rights and obligations of the parties involved. By clearly outlining the terms of the agreement, both parties can avoid misunderstandings and disputes in the future.2. Legal Protection: A comprehensive contract helps to protect the legal interests of both parties by clearly defining their rights and obligations. In case of disputes, the contract serves as a legal document that can be used to resolve conflicts and uphold the parties' rights.3. Risk Mitigation: International business transactions involve various risks, including currency fluctuations, political instability, and cultural differences. A well-drafted contract can help to mitigate these risks by setting out clear guidelines forhow to address potential issues that may arise during the course of the agreement.4. Enforceability: A well-defined contract is more likely to be enforceable in a court of law. By clearly articulating the terms and conditions of the agreement, the contract provides a solid basis for resolving disputes and seeking legal remedies in case of non-compliance.In conclusion, international business contracts are essential for establishing and maintaining successful business relationships in the global marketplace. By carefully drafting a comprehensive and well-defined contract, parties can protect their legal interests, mitigate risks, and ensure the smooth execution of their business transactions. It is important for parties to seek legal advice and assistance in drafting international business contracts to ensure that their agreements are legally sound and enforceable.篇2International Business Contract1. IntroductionInternational business contracts are legal agreements between two or more parties in different countries. Thesecontracts outline the terms and conditions of the business relationship and define the rights and obligations of each party. Writing a comprehensive international business contract is essential to ensure both parties are protected and can avoid potential disputes in the future. In this document, we will discuss the key components of an international business contract and provide tips for drafting a successful agreement.2. Key Components of an International Business Contract2.1 Parties InvolvedThe first section of an international business contract should clearly identify the parties involved in the agreement. Include the legal names and addresses of the companies or individuals entering into the contract. It is also important to specify the roles and responsibilities of each party in the business relationship.2.2 Scope of WorkDefine the scope of work or services to be provided under the contract. This section should outline the specific deliverables, timelines, and performance standards expected from each party. Include detailed descriptions of the products or services being exchanged, as well as any quality standards that must be met.2.3 Payment TermsClearly outline the payment terms and conditions in the contract. Specify the payment methods, currency, and frequency of payments. Include information about any discounts, penalties, or late fees that may apply. It is important to be specific about the price of the goods or services and any additional costs that may be incurred.2.4 Intellectual Property RightsAddress intellectual property rights in the contract. Specify who owns the intellectual property created or used in the business relationship and how it will be protected. Include provisions for licensing, royalties, and confidentiality to protect proprietary information.2.5 Dispute ResolutionInclude a section on dispute resolution to outline how any disagreements or conflicts will be resolved. Specify the steps that must be taken to escalate a dispute, such as mediation, arbitration, or litigation. This section should also define the governing law and jurisdiction of the contract.3. Tips for Drafting a Successful International Business Contract3.1 Seek Legal AdviceConsult with an experienced international business attorney to help draft a comprehensive and legally binding contract. A lawyer can help ensure the contract complies with international laws and regulations and protects your interests.3.2 Be Clear and SpecificAvoid ambiguous language or vague terms in the contract. Be clear and specific about the rights and obligations of each party, the scope of work, payment terms, and other key provisions. Include detailed descriptions and timelines to avoid misunderstandings.3.3 Consider Cultural DifferencesTake into account cultural differences when drafting an international business contract. Be aware of cultural norms, communication styles, and business practices that may impact the contract negotiations. Consider translating the contract into the local language to ensure mutual understanding.3.4 Include Exit StrategiesIncorporate exit strategies in the contract to address what will happen if the business relationship needs to be terminated. Include provisions for early termination, notice periods, and anypenalties that may apply. This will help protect both parties in the event of unforeseen circumstances.4. ConclusionIn conclusion, international business contracts play a critical role in establishing successful business relationships between parties in different countries. By including key components such as parties involved, scope of work, payment terms, intellectual property rights, and dispute resolution, and following the tips for drafting a successful contract, parties can protect their interests and avoid potential disputes. It is essential to seek legal advice and consider cultural differences when drafting an international business contract to ensure a mutually beneficial agreement.篇3International Business ContractA business contract is a legally binding agreement between two or more parties outlining the terms and conditions of a business transaction. When it comes to international business contracts, there are additional complexities and considerations that must be taken into account. In this article, we will discuss the key elements of an international business contract and provide some tips for drafting and negotiating a successful agreement.Key Elements of an International Business Contract1. Parties to the Contract: The contract should clearly identify the parties involved in the agreement, including their legal names, addresses, and contact information. It is important to ensure that the parties have the legal capacity to enter into the contract.2. Purpose of the Contract: The contract should clearly outline the purpose of the agreement, including the goods or services being exchanged, delivery timelines, and payment terms. It should also specify any requirements or specifications that need to be met.3. Terms and Conditions: The contract should include detailed terms and conditions that govern the rights and obligations of each party. This may include clauses related to payment, delivery, warranties, intellectual property rights, dispute resolution, and termination.4. Governing Law: In international contracts, it is important to specify the governing law that will apply in the event of a dispute. This will help to clarify the legal framework within which the contract will be interpreted and enforced.5. Jurisdiction: In addition to governing law, the contract should also specify the jurisdiction in which any disputes will be resolved. This may include arbitration, mediation, or litigation in a specific country or court.6. Language of the Contract: It is important to specify the language in which the contract will be interpreted and enforced. This will help to avoid any misunderstandings or misinterpretations that may arise due to language barriers.Tips for Drafting and Negotiating an International Business Contract1. Seek Legal Advice: When drafting an international business contract, it is important to seek legal advice from a professional who is experienced in international business law. They can help to ensure that the contract complies with relevant laws and regulations and addresses any potential risks or pitfalls.2. Be Clear and Specific: It is essential to be clear and specific when drafting the terms of the contract. Avoid using ambiguous language or open-ended clauses that may lead to misunderstandings or disputes in the future.3. Consider Cultural Differences: When negotiating with international partners, it is important to consider culturaldifferences that may impact the interpretation of the contract. Be mindful of any cultural norms or practices that may affect the negotiation process.4. Include Dispute Resolution Mechanisms: In international contracts, it is advisable to include dispute resolution mechanisms such as arbitration or mediation. This can help to expedite the resolution of disputes and avoid costly litigation.5. Review and Revise: Before finalizing the contract, it is important to review and revise the terms and conditions to ensure that they accurately reflect the agreement reached by the parties. This may involve multiple rounds of negotiation and revision.In conclusion, international business contracts are essential for facilitating successful business transactions across borders. By understanding the key elements of an international contract and following the tips outlined in this article, businesses can draft and negotiate effective agreements that protect their interests and minimize risks.篇4International Business ContractDate: [Date of Contract]Parties:[Name of Company A] [address of Company A][Name of Company B] [address of Company B]Agreement:This Agreement is made and entered into by and between Company A and Company B on the date written above.1. Purpose:The purpose of this Agreement is to establish a business relationship between Company A and Company B for the purpose of conducting international business transactions in accordance with the terms and conditions set forth in this contract.2. Scope of Work:Company A agrees to provide [details of products or services] to Company B, and Company B agrees to [details of services or payment terms] in exchange for the products or services provided by Company A.3. Term:This Agreement shall commence on the date written above and shall continue for a period of [specified duration] unless terminated earlier by mutual agreement of both parties.4. Payment Terms:Company B agrees to pay Company A [amount or percentage] of the total contract value upon signing of this Agreement. The remaining balance shall be paid [payment terms] according to the terms outlined in this Agreement.5. Delivery Terms:The products or services provided by Company A shall be delivered to Company B in accordance with the agreed upon delivery schedule. Company A agrees to bear all costs and expenses related to the delivery of the products or services.6. Warranty:Company A warrants that the products or services provided under this Agreement shall be of good quality and free from defects. Company A agrees to replace any products found to be defective within a reasonable time frame.7. Dispute Resolution:Any disputes arising under this Agreement shall be resolved by negotiation between the parties. If a resolution cannot be reached, the parties agree to submit the dispute to an independent arbitrator for resolution.8. Governing Law:This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction].In witness whereof, the parties have executed this Agreement as of the date first written above.[Signature of Company A][Signature of Company B]This International Business Contract represents a binding agreement between the parties listed above and shall take effect on the date of signature.篇5International Business Contract1. IntroductionInternational Business Contract is a formal agreement between two or more parties from different countries for thepurpose of carrying out business transactions. These contracts are crucial to ensure that both parties understand their rights, responsibilities, and obligations when conducting business across borders. In this document, we will discuss the key elements of an international business contract and provide some tips on how to draft an effective contract.2. Key Elements of an International Business Contract- Parties: The contract should clearly identify the parties involved in the agreement. This includes the names and contact information of the companies or individuals entering into the contract.- Scope of Work: The contract should outline the specific goods or services that will be provided by each party. This includes details such as quantity, quality, delivery schedule, and pricing.- Terms and Conditions: The contract should include the terms and conditions that govern the relationship between the parties. This includes payment terms, warranties, intellectual property rights, dispute resolution mechanisms, and termination clauses.- Governing Law: The contract should specify the law that will govern the agreement. This is important in case of a dispute between the parties, as it determines which court will have jurisdiction over the matter.- Confidentiality: The contract should include provisions to protect the confidentiality of any sensitive information shared between the parties during the course of the business relationship.- Signatures: The contract should be signed by authorized representatives of each party to indicate their agreement to the terms and conditions outlined in the contract.3. Tips for Drafting an Effective International Business Contract- Hire a Professional: It is advisable to seek the assistance of a qualified legal professional who has experience in drafting international business contracts. This will help ensure that the contract complies with all relevant laws and regulations.- Be Clear and Specific: It is important to be clear and specific when outlining the terms and conditions of the contract. Ambiguity can lead to misunderstandings and disputes down the line.- Consider Cultural Differences: When drafting an international business contract, it is important to consider the cultural differences between the parties. This includes language barriers, communication styles, and business practices.- Review and Revise: Before finalizing the contract, it is important to review and revise it to ensure that all parties are in agreement with the terms and conditions. This will help avoid any potential conflicts in the future.- Seek Legal Advice: If you are unsure about any aspect of the contract, it is recommended to seek legal advice from a qualified professional. They can provide guidance on how to draft a contract that protects your interests while also being fair to the other party.In conclusion, international business contracts are essential for conducting successful business transactions across borders. By including key elements such as parties, scope of work, terms and conditions, governing law, confidentiality, and signatures, and following the tips for drafting an effective contract, you can ensure that your business relationship is built on a strong foundation of trust and mutual understanding.References:- International Business Contracts: Key Elements and Best Practices- Drafting Effective International Business Contracts: Tips and Strategies- Legal Considerations for International Business Contracts: A Comprehensive Guide.。
Unit 3 contract
（1）The Law at the Place of Conclusion of Contracts Applies（适用合同订立地的法 律） （2）The Law at the Place of Performance of Contracts Applies（适用合同履行地的法 律） （3）The Law at the Place of Arbitration Applies（适用仲裁举行地的法律）
Formation of Contract
A. Preamble 约首部分 B. Body 基本条款 C. The Witness Clause约尾部分
Modification or Termination of Contract
CISG Article 29: (1) A contract may be modified or terminated by the mere agreement of the parties.
Unit 3
Contracts for the International Sale and Purchase of International Goods
Definition of Contract
A contract is an agreement between two or more competent parties in which an offer is made and accepted, and each party benefits. It is an agreement which sets forth binding obligations of the relevant parties.
国际商务合同翻译教程(第三版)Unit three合同的结构
3．1．2合同各方名称及法定地址 Name of the Parties and the legal place
合同各方的名称第一次在合同中出现时一定要写全 名，不能缩写，只有在后面重复出现时才能用简称， 简称甲方或乙方，买方或卖方，许可方或被许可方 （hereinafter referred to as/hereinafter called Party A or Party B; the Buyer or the Seller; the Licensor or Licensee）等；法定地址，主要指营业地、住所地、 或居所所在地，即载明合同当事人的名称或者姓名、 国籍、主营业务或者住所(the corporate or personal names of the parties to the contract and their
协议书由按美国法律成立的并在美国纽约设有总 部和营业地的XYZ有限公司（以下简称XYZ）为甲方 和中国大连公司（以下简称买方）为乙方在北京鉴订， 一式两份。
鉴于相互契约及约定，XYZ与买方同意以下条款：
***This Agreement was made this 12th date of October 2006 in Beijing China by and between
3．2．2 合同价格，支付金额，支付方式和各种附带的费用 The Contract Price，Rate，Amount，Method of Payment， Other Various Incidental(从属的，非经常性的） Charges。 这项内容实质上由两部分组成，即：价格条件和支付条款。 价格条款（terms of payment）往往涉及许多复杂的内容。有时， 它不仅是个价格问题，而且涉及合同各方应承担的责任、奉献 和费用等问题。如国际货物销售合同中常用的两个价格术语： FOB 和CIF，当事人选择不同的价格术语，其承担的责任是截 然不同的。因此，价格条款往往是双方当事人商谈的重点。支 付条款也是涉及合同中较敏感的条款，它不仅涉及到不同国家 的货币、外汇制度，还涉及到结算方式等一系列复杂的问题。 因此，在起草这部分条款时，应详细规定支付金额（amount of payment）、支付工具（instrument of payment）、支付时间 （time of payment）、支付地点（place of payment）和支付方 式(method of payment).
国际商务交际 Unit 3
Beijing
of Beijing
March 30 11:00 a.m.
March 30 3:00 a.m.
2 hours ahead 6 hours behind
of Beijing
Beijing
Building your skills
Task 3 Different people have different objectives in a telephone call. Please f ind out the objectives of these people`s calls in the situations below. The f irst one is done for you as an example.
2. To arrange to get the rest of the delivery sent as soon as possible. 3. To complain about the poor service (possible). Situation 2
A user of HB printers, makes a call to HB customer helpline, as he keeps suffering from a problem of paper jams.
国际商务谈判,课件,Unit 3
Unit Three Establishing positions
7. Watch Version 2 again. Make a list of the different ways in which Andrew involves the Levien team in his presentation.
He encourages interruptions and questions. Andrew and Karen work as a team. He shows he is in control, but flexible enough to change direction.
Unit Three Establishing positions
6. Watch Version 2. How has Andrew’s style changed?
His style is now inclusive. He involves Levien in the presentation. He makes good contact with his audience.
Unit Three Establishing positions
2. What is the best way to make sure you get feedback on your position?
Simply ask for it. Make sure when you are presenting that you check frequently that the audience is following and has an opportunity to ask questions and comment.
外贸英语函电unit3Enquiries
Strategies and Techniques for Counteroffer
Use concessions strategically
Be prepared to make concessions in areas that are less important to you in order to secure a better deal in areas that are more important.
Politeness
Use polite language and a friendly tone to create a positive impression.
Tips and strategies for responding to inquiries
Example analysis: Successfully replied to inquiry
02
Inquiries and Replies
VS
An inquiry is a request for information or clarification regarding a product, service, or other business matter.
Classification
01
introduction
Purpose and background
The purpose of this unit is to introduce the concept and importance of inquiries in foreign trade, as well as to provide guidelines for writing effective inquiries in English.
Chapter 3国际商务合同的结构《国际商务合同双语》PPT课件
则之间的关系是什么？
• （2）导致本案判决结果的关键事实是什么？
合同的前言
3.1 Preamble of a Contract
3.1 Preamble of a Contract 合同的前言
• A preamble is a preliminary statement to introduce the general reasoning of an agreement, the principle of reaching an agreement, or the scope of authority. It usually includes the title, and number of the contract, the date and place of signing the contract, the names and addresses of both parties and the preface or recitals, etc.
operational clause
3.2 Main Body of a Contract 合同的正文
• General clauses includes the following：①Definition clause；②
representations and warranties Clause；③indemnification/hold harmless clause；④confidentiality clause；⑤term and termination clause；⑥assignment and modification clause；
国际商务合同unit(3)
Unit 3Standardizing the Structure规范合同结构Topical Highlights单元要点Theme Presentation主题描述1.Preamble of a Contract合同的前言2.Main Body of a Contract合同的正文3.Final Clauses合同的结尾Useful Words and Phrases常用词语Reflections and Practice思考与实践BACKTheme Presentation主题描述国际商务合同种类繁多，标的各异，但就其结构而言，一般由三部分组成：前言、正文、结尾。
1. Preamble of a Contract 合同的前言国际商务合同的前言部分，主要包括两方面的内容：其一，主要载明合同当事人的名称或者姓名、国籍、主营业务或者住所(the corporate or personal names of the parties to the contract and their nationalities, principal places of business or residential addresses)；其二，合同签订的日期、地点(the date and place of signing of the contract)。
以上两项内容主要解决以下法律问题：合同的主体是谁；订约人是否具有合法主体资格，合同及合同争议应适用的法律；合同履行地点；合同生效、终止、履行日期及争议时的司法管辖权等等。
【例1】本合同由中国ABC公司，——总公司设于中国上海(以下简称卖方)与美国XYZ公司，——总公司设于美国纽约州纽约市(以下简称买方)于1998年3月29日订立于中国上海，双方同意按下述条件买卖下列货物：This contract is made this 29th day Of March．1998 in Shanghai, China by and between ABC Corporation, China (hereinafter referred to as “Seller”), a______ Corporation having their principal office in Shanghai, China who agrees to sell, and XYZ Corporation (hereinafter referred to as “Buyer"), a_______ Corporation having their principal office in New York, N. Y. , USA, who agrees to buy the following goods On the terms and conditions as below：【例2】合同号码：(经合字)第0081号签约日期：1998年3月29日签约地点：中国上海卖方：中国ABC公司地址：中国上海——街——号公司属国：中华人民共和国电传：传真：邮编：电子信箱：买方：美国XYZ公司地址：美国纽约州纽约市——街——号公司属国：美利坚合众国电传：传真：邮编：电子信箱：Contract Number: JH Zi，No．0081Date of Execution of Contract：March，29，1998 Place of Execution of Contract: Shanghai, China．Seller: ABC Corporation, China．Address: No——，——St．，Shanghai, China．Country of Corporation: People's Republic of ChinaTelex：Fax：Postcode：E-mail:Buyer: XYZ Corporation, USAAddress: No——，——St．, New York, N. Y. USACountry of Corporation: United States of AmericaTelex：Fax：Postcode：E-mail：2. Main Body of a Contract 合同的正文国际商务合同的正文部分是合同的实质性条款，通常由以下内容组成：（1）The type of contract and the categories and scope of the object of the contract(合同的类型和合同标的的种类、范围)起草这部分内容，应注意下列问题：第一，合同的类型是指合同是属于国际货物销售合同(contract for international sale of goods)、专有技术许可证合同(license/know-how contract)、成套设备技术引进合同(contract for introduction of complete plant and technology)还是其他合同(other contracts)；第二，合同标的是指合同当事人各方权利、义务所指向的对象，没有标的或标的不明确的合同是无法履行的。
商务Unit3
Your own company
Free like a bird, Felling isolated Heavy pressure of making a profit and company expansion --- hard to find business idea Save time: don't have to travel to your office every day, wear a suit and a tie and deal with nasty and demanding bosses or rude Do what you like, but make a decision only by yourself Never be fired
Different types of company multinationals (large corporations)--- local subsidiary--- corporate culture state- owned company, family- owned company, private company SMEs ( small and medium-sized enterprises) small business sole traders( one-man or one-woman business): freelancers Profits companies with shareholders, they want return on investment, shares in the company rise and fall, they try to maximise profitability for investors, in terms of increased dividends and a rising share price. Publicly quoted companies ( the shares are listed or quoted on a stock exchange)
unit three (国际商务英语)
someone, but giving someone a ring tends to be used only in the UK. If an American telephonist asks you Are you through? She means Have you finished your call? But a British telephonist means Have you been connected?
all morning. 7. Could you ___ for a moment? I will just find out for you. 8. If the telephonist says “ thank you so much for calling” and plays me that
3. On the phone
purposes:
This unit deals with basic telephoning skills and also receiving and noting downing messages. These skills will be practiced further in telephone role- plays. Backgrounds: if you don’t have much experience of making phone calls in English, making a business call can be a worrying experience. If you have to call someone you already know, you may actually enjoy making the call, but most business people may have to make a first-time business call to a prospective client: not easy in English! Making a call to a stranger can be quite stressful, especially if they speak English better than you. ☺ ---- golden rules for that
国际商务合同的文体与翻译chapter3
Nominalization
动宾结构的名词化 In case of substitution of the vessel or alteration of the shipping schedule, the buyer or its shipping agent shall advise the seller to this effect. Once the vessel is substituted or the shipping schedule is altered, the buyer or its shipping agent shall advise the seller to this effect. 发生船只替换或船期改变情况，买方或其船公 司应及时通知卖方。
LOGO
Thank You!
Nominalization
Textual Function of Nominalization
Nominalization
增强语篇的客观性 …after the two parties consider the premise and consulate friendly, they agree to enter into the contract… …in consideration of the premise, the two parties through friendly consultations agree to enter into this contract… „„在双方考虑了上述各项并进行了友好磋商 后，同意签订合同„„
Nominalization
Different Types of Nominalization
Nominalization
国际商务函电课件Unit (3)
Hale Waihona Puke Study AimsTO DO (应会目标)
1. To be able to translate an enquiry. 2. To be able to make an enquiry. 3. To be able to translate a reply to
an enquiry. 4. To be able to reply a letter to an enquiry.
1
M2- Unit3 Enquiry
UNIT CONTENTS 1. STUDY AIMS 2. WRITING SKILLS 3. KEY SENTENCE PATTERNS 4. SAMPLE LETTERS 5. BUSINESS LINK 6. KEY TO PRACTICE
2
Study Aims
4
Study Aims
LEAD IN (知识导入)
• As a start of international trade, enquiry is very important. It refers to the process that the buyer asks the seller questions about the goods he is interested in or going to purchase and other information such as catalogue, shipment, delivery etc.. It can be divided into general enquiry and specific enquiry. The former is about asking for quotations, catalogues and samples, etc., while the latter includes many details in terms of transaction. The purpose of enquiry is to obtain information. An enquiry letter may be contains different content, but if you want to get a friendly reply, the following principles should be focused on:
电商物流英语课文翻译Unit 3
Unit 3 Counter-offer
Reading
还盘
在国际贸易中，当被要约人接受要约的条件时，交易即成立。
然而，在大多数情况下，被要约人会拒绝接受这些条款或条件，或在答复中陈述他自己的条款或条件。
被要约人对要约的拒绝或部分拒绝被称为还盘。
它实际上是原被要约人提出的反要约。
在还盘中，买方可以表达对价格、包装或装运的不同意，并陈述自己的条款。
还盘一经发出，原要约即失效，当还盘成为新的要约时，被要约人成为要约人。
还盘是由受盘人向发盘人发出的报盘,接受一些条款，要求更改其他条款。
实际上，还盘是一项新的报盘。
当它被发出时，原来的报盘便失效。
买方可以就价格或包装、装运提出异议，表明自己的立场。
这些变更就表明生意需要在新的基础上进行协商。
在还盘时,还盘人应该表示抱歉并说明不能接受的理由。
同时，他应该提醒对方将来双方还有合作的机会。
还盘是商务谈判的主要部分。
在谈判过程中，许多问题(如货物的质量、数量、包装、价格、装运、保险、付款条件、商检、争议及争议的解决、不可抗力仲裁等)将由买卖双方进行谈判。
所以还盘通常是耗时的，而且在交易结束或放弃之前可能要经过很多回合。
国际商务综合实训之Unit 3 发盘
如何说明虚盘的保留条件： …, subject to our final confirmation. …, subject to change without notice. This is an offer without engagement (obligation).
Embroidered Scarf No. 55. ➢ Place of Origin: Nepal ➢ Material: 70% wool and 30% acrylics ➢ Size: available in various customized sizes
➢ Weight: 21lbs ➢ Color: yellow, brown, green, red assortment ➢ Supply Ability: 1,000 pcs per day ➢ Minimum Order Quantity: 10,000 pcs ➢ Price: US$ 35.00per piece CIF Xingang ➢ Delivery: 4 weeks after receipt of L/C ➢ Payment: 70% by irrevocable, confirmed Letter of
3. We are glad to send you our offer for … as follows: We are glad to make you the following offer:
4. place of origin 5. Payment: by irrevocable and confirmed L/C payable by draft at sight 6. On orders for 1,500 pieces or more, we allow a special discount of 4%. 7. The offer is subject to our final confirmation. 8. repeat order
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Unit 3Standardizing the Structure规范合同结构Topical Highlights单元要点Theme Presentation主题描述1.Preamble of a Contract合同的前言2.Main Body of a Contract合同的正文3.Final Clauses合同的结尾Useful Words and Phrases常用词语Reflections and Practice思考与实践BACKTheme Presentation主题描述国际商务合同种类繁多，标的各异，但就其结构而言，一般由三部分组成：前言、正文、结尾。
1. Preamble of a Contract 合同的前言国际商务合同的前言部分，主要包括两方面的内容：其一，主要载明合同当事人的名称或者姓名、国籍、主营业务或者住所(the corporate or personal names of the parties to the contract and their nationalities, principal places of business or residential addresses)；其二，合同签订的日期、地点(the date and place of signing of the contract)。
以上两项内容主要解决以下法律问题：合同的主体是谁；订约人是否具有合法主体资格，合同及合同争议应适用的法律；合同履行地点；合同生效、终止、履行日期及争议时的司法管辖权等等。
【例1】本合同由中国ABC公司，——总公司设于中国上海(以下简称卖方)与美国XYZ公司，——总公司设于美国纽约州纽约市(以下简称买方)于1998年3月29日订立于中国上海，双方同意按下述条件买卖下列货物：This contract is made this 29th day Of March．1998 in Shanghai, China by and between ABC Corporation, China (hereinafter referred to as “Seller”), a______ Corporation having their principal office in Shanghai, China who agrees to sell, and XYZ Corporation (hereinafter referred to as “Buyer"), a_______ Corporation having their principal office in New York, N. Y. , USA, who agrees to buy the following goods On the terms and conditions as below：【例2】合同号码：(经合字)第0081号签约日期：1998年3月29日签约地点：中国上海卖方：中国ABC公司地址：中国上海——街——号公司属国：中华人民共和国电传：传真：邮编：电子信箱：买方：美国XYZ公司地址：美国纽约州纽约市——街——号公司属国：美利坚合众国电传：传真：邮编：电子信箱：Contract Number: JH Zi，No．0081Date of Execution of Contract：March，29，1998 Place of Execution of Contract: Shanghai, China．Seller: ABC Corporation, China．Address: No——，——St．，Shanghai, China．Country of Corporation: People's Republic of ChinaTelex：Fax：Postcode：E-mail:Buyer: XYZ Corporation, USAAddress: No——，——St．, New York, N. Y. USACountry of Corporation: United States of AmericaTelex：Fax：Postcode：E-mail：2. Main Body of a Contract 合同的正文国际商务合同的正文部分是合同的实质性条款，通常由以下内容组成：（1）The type of contract and the categories and scope of the object of the contract(合同的类型和合同标的的种类、范围)起草这部分内容，应注意下列问题：第一，合同的类型是指合同是属于国际货物销售合同(contract for international sale of goods)、专有技术许可证合同(license/know-how contract)、成套设备技术引进合同(contract for introduction of complete plant and technology)还是其他合同(other contracts)；第二，合同标的是指合同当事人各方权利、义务所指向的对象，没有标的或标的不明确的合同是无法履行的。
起草合同时，应明确标的种类是物、行为、劳务还是无形财产以及标的物的范围。
(2)The technical conditions, standards, specifications, quality, and quantities of the object of the contract(合同标的技术条件、质量数量、标准规格)合同标的的数量和质量，是确定合同标的特征的最重要的条件。
涉外合同要有明确、具体的数量和质量要求。
标的的技术条件、标准和规格构成了合同的品质。
涉外合同中表示标的的品质方法多种多样，可以由当事人协商确定。
(3)Time limit, place and method of performance(合同履行的期限、地点和方式)履行期限主要指履行合同义务的时问界限，这是确定合同是否按时履行或迟延履行的标准。
履行地点是指约定履行义务的地方。
国际商务合同的履行地点往往涉及到不同国家或地区，直接关系到当事人各方所应承担的风险责任和费用。
在起草合同时，要根据合同的性质约定出合理的合同履行期限和地点。
关于履行方式，是指完成合同约定义务的方式方法，货物支付是一次性履行还是分期分批履行。
(4)The price terms, amount to be paid, ways of payment, and various types of additional charges (合同价格条件、支付金额、支付方式和各种附加的费用)这项内容实质上由两部分组成，即：价格条款和支付条款。
价格条款(terms of payment)往往涉及许多复杂的内容。
有时，它不仅是个价格问题，而且涉及合同各方应承担的责任、风险和费用等问题。
如国际货物销售合同中常用的两个价格术语：FOB和CIF，当事人选择不同的价格术语，其承担的责任是截然不同的。
因此，价格条款往往是双方当事人商谈的重点。
支付条款也是涉外合同中较敏感的条款，它不仅涉及到不同国家的货币、外汇制度，还涉及到结算方式等一系列复杂的问题。
因此，在起草这部分条款时，应详细规定支付金额(amount of payment)、支付工具(instrument of payment)、支付时间(time of payment)、支付地点(place of payment)和支付方式(method of payment)。
(5)Whether or not the contract may be assigned or the conditions for assignment(合同能否转让和合同转让的条件)合同转让实质上是一种特殊的合同变更，即合同条款一方将合同中的权利或义务的全部或部分转让给合同另一方或合同以外第三方，是主体的变更。
在起草这部分内容时，可以明确约定合同可以转让以及转让合同的条件和程序，但这些约定必须依法进行。
例如：中外合营企业合同中可以规定：“合营一方如向第三方转让其全部或部分出资额，须经合营他方同意，并经审批机构批准。
合营一方转让其全部或部分出资额时，合营他方有优先购买权。
合营一方向第三方转让出资额的条件，不得比向合营他方转让的条件优惠。
违反上述规定的，其转让无效”(If one party to the Joint Venture intends to assign all or part of its investment subscribed to a third party, consent shall be obtained from the other party to the Joint Venture and approval from the examining and approving authorities is required. When one party assigns all or part of its investment subscribed to a third party, the other party has pre-emptive right ．When one party assigns its investment subscribedto a third party, the terms of assignment shall not be more favorable than those to the other party to the Joint Venture .No assignment shall be effective should there be any violation of the above stipulations)。
(6)The compensation and other liabilities for breach of contract(违反合同的赔偿和其他责任)违反涉外合同的责任是指涉外合同的当事人不履行合同、不完全履行合同、不符合双方在合同中约定的条件时，依有关法律的规定或合同的约定应当承担的赔偿责任或其他经济责任。
在涉外合同中明确约定违反涉外合同应承担的经济责任，对于保证合同的履行，促使合同当事人全面履行合同中约定的义务有着重要的意义。
至于当事人，若一方违反涉外合同应承担的责任和承担责任的方式，当事人可以在合同中约定违约金(penalty)，也可以约定赔偿损失(compensation for losses)，也可以约定支付利息tract performance)或解除合同(cancellation of the contract)。