Contracts-Rights of Third Parties

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法律英语课件-CONTRACTLAW(2017年)合同法

indicating intention to enter contract is valid UNLESS made conditioned on acceptance of new terms
• 3.Necessary Elements of a Contract
• (1) There must be an agreement between the parties;
offeror by proper assent
Termination of Offer
Termination by Offeree • Rejection
– Not terminated by inquiries or request for different terms
• Counter-offer • Expiration set of promises where the law gives a remedy when breached, and the performance of which the law recognizes as a duty.
Contract law
• Contract law is most obviously the law relating to agreements or promises.
• The bulk of American contract law is judge-made case law.
• •
• The Uniform Commercial Code
• The Restatement of Contracts • 合同法注释汇编 • 合同法重述
• 2. Formation of Contract • offer and acceptance • Offeror and Offeree • Meeting of the minds • Mutual assent • Manifestation of willingness • “mirror image” • “mailbox rule”

4各方的权利义务 Rights and Obligations of Parties

各方的权利义务Rights and Obligations of PartiesParty A shall have the following duties in connection with the operation of the Company:(a) Operational Approvals. Obtain all approvals required by the laws and regulations of China for the conduct of the operations and contracts of the Company including submitting this Agreement to any authority of the Chinese government whose approval may be necessary and obtaining all necessary business licenses.(b) Currency and Dividend Approval. Obtain all approvals required by the laws and regulations of China for the transfer of the funds and dividends of the Company to persons or corporations outside of China, as may be required by this Agreement or by contracts entered into by the Company including obtaining any further Foreign Exchange Registration Certificate as may be required.(c) Supplies. Facilitate the Company’s obtaining within the territory of China, such equipment, fuel, services and supplies as may be required by the Company for its operations (excluding any equipment, services or supplies which the Company has decided to obtain from foreign sources).(d) Customs. Undertake to clear products through customs (通关); transportation within China of such products, and storage and preservation of such products within China; obtain all necessary import and export licenses;(e) Visas. Process applications and obtain appropriate visas and work permits for all personnel associated with the operations of the Company, including personnel of Party B who are associated with those operations, as may be required by the laws of China;(f) Tax Benefits. Apply to obtain for the Company and the parties the benefits of the most favorable applicable tax exemptions, reductions, incentives, privileges and preferences which are now or in the future become obtainable under applicable laws of the China or any treaties or international agreements to which the China is or may become a party. Secure exemptions from personal income tax for all expatriates employed by the Company; (为公司和双方当事人申请获得中国法律或中国已加入的或将来可能加入的任何条约或国际协议目前提供的、或将来提供的免税、减税、特权和优惠待遇。

联合国国际货物销售合同公约中英文2

联合国国际货物销售合同公约中英⽂2Article 24For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intention "reaches" the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual residence. PART III SALE OF GOODSChapter I GENERAL PROVISIONSArticle 25A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result.Article 26A declaration of avoidance of the contract is effective only if made by notice to the other party.Article 27Unless otherwise expressly provided in this Part of the Convention, if any notice, request or other communication is given or made by a party in accordance with this Part and by means appropriate in the circumstances, a delay or error in the transmission of the communication or its failure to arrive does not deprive that party of the right to rely on the communication. Article 28If, in accordance with the provisions of this Convention, one party is entitled to require performance of any obligation by the other party, a court is not bound to enter a judgement for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by this Convention.Article 29(1) A contract may be modified or terminated by the mere agreement of the parties.(2) A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.Chapter II OBLIGATIONS OF THE SELLERArticle 30The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention.Section I. Delivery of the goods and handing over of documentsArticle 31If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists:(a) if the contract of sale involves carriage of the goods - in handing the goods over to the first carrier for transmission to the buyer;(b) if, in cases not within the preceding subparagraph, the contract relates to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place - in placing the goods at the buyers disposal at that place;(c) in other cases - in placing the goods at the buyers disposal at the place where the seller had his place of business at the time of the conclusion of the contract.Article 32(1) If the seller, in accordance with the contract or this Convention, hands the goods over to a carrier and if the goods are not clearly identified to the contract by markings on the goods, by shipping documents or otherwise, the seller must give the buyer notice of the consignment specifying the goods.(2) If the seller is bound to arrange for carriage of the goods, he must make such contracts as are necessary for carriage to the place fixed by means of transportation appropriate in the circumstances and according to the usual terms for such transportation.(3) If the seller is not bound to effect insurance in respect of the carriage of the goods, he must, at the buyers request, provide him with all available information necessary to enable him to effect such insurance.Article 33The seller must deliver the goods:(a) if a date is fixed by or determinable from the contract, on that date;(b) if a period of time is fixed by or determinable from the contract, at any time within that period unless circumstances indicate that the buyer is to choose a date; or(c) in any other case, within a reasonable time after the conclusion of the contract.Article 34If the seller is bound to hand over documents relating to the goods, he must hand them over at the time and place and in the form required by the contract. If the seller has handed over documents before that time, he may, up to that time, cure any lack of conformity in the documents, if the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention. Section II. Conformity of the goods and third party claimsArticle 35(1) The seller must deliver goods which are of the quantity, quality and description required by the contract and which are contained or packaged in the manner required by the contract.(2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they:(a) are fit for the purposes for which goods of the same description would ordinarily be used;(b) are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on the sellers skill and judgement;(c) possess the qualities of goods which the seller has held out to the buyer as a sample or model;(d) are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner adequate to preserve and protect the goods.(3) The seller is not liable under subparagraphs (a) to (d) of the preceding paragraph for any lack of conformity of the goods if at the time of the conclusion of the contract the buyer knew or could not have been unaware of such lack of conformity. Article 36(1) The seller is liable in accordance with the contract and this Convention for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conformity becomes apparent only after that time.(2) The seller is also liable for any lack of conformity which occurs after the time indicated in the preceding paragraph and which is due to a breach of any of his obligations, including a breach of any guarantee that for a period of time the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified qualities or characteristics.Article 37If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or make up any deficiency in the quantity of the goods delivered, or deliver goods in replacement of any non-conforming goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.Article 38(1) The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in the circumstances.(2) If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination.(3) If the goods are redirected in transit or redispatched by the buyer without a reasonable opportunity for examination by him and at the time of the conclusion of the contract the seller knew or ought to have known of the possibility of such redirection or redispatch, examination may be deferred until after the goods have arrived at the new destination.Article 39(1) The buyer loses the right to rely on a lack of conformity of the goods if he does not give notice to the seller specifying the nature of the lack of conformity within a reasonable time after he has discovered it or ought to have discovered it.(2) In any event, the buyer loses the right to rely on a lack of conformity of the goods if he does not give the seller notice thereof at the latest within a period of two years from the date on which the goods were actually handed over to the buyer, unless this time-limit is inconsistent with a contractual period of guarantee.Article 40The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conformity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer.Article 41The seller must deliver goods which are free from any right or claim of a third party, unless the buyer agreed to take the goods subject to that right or claim. However, if such right or claim is based on industrial property or other intellectual property, the sellers obligation is governed by article 42.Article 42(1) The seller must deliver goods which are free from any right or claim of a third party based on industrial property or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not have been unaware, provided that the right or claim is based on industrial property or other intellectual property:(a) under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the parties at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State; or(b) in any other case, under the law of the State where the buyer has his place of business.(2) The obligation of the seller under the preceding paragraph does not extend to cases where:(a) at the time of the conclusion of the contract the buyer knew or could not have been unaware of the right or claim; or(b) the right or claim results from the sellers compliance with technical drawings, designs, formulae or other suchspecifications furnished by the buyer.Article 43(1) The buyer loses the right to rely on the provisions of article 41 or article 42 if he does not give notice to the seller specifying the nature of the right or claim of the third party within a reasonable time after he has become aware or ought to have become aware of the right or claim.(2) The seller is not entitled to rely on the provisions of the preceding paragraph if he knew of the right or claim of the third party and the nature of it.Article 44Notwithstanding the provisions of paragraph (1) of article 39 and paragraph (1) of article 43, the buyer may reduce the price in accordance with article 50 or claim damages, except for loss of profit, if he has a reasonable excuse for his failure to give the required notice.Section III. Remedies for breach of contract by the sellerArticle 45(1) If the seller fails to perform any of his obligations under the contract or this Convention, the buyer may:(a) exercise the rights provided in articles 46 to 52;(b) claim damages as provided in articles 74 to 77.(2) The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies.(3) No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remedy for breach of contract.Article 46(1) The buyer may require performance by the seller of his obligations unless the buyer has resorted to a remedy which is inconsistent with this requirement.(2) If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity constitutes a fundamental breach of contract and a request for substitute goods is made either in conjunction with notice given under article 39 or within a reasonable time thereafter.(3) If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformity by repair, unless this is unreasonable having regard to all the circumstances. A request for repair must be made either in conjunction with notice given under article 39 or within a reasonable time thereafter.Article 47(1) The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations.(2) Unless the buyer has received notice from the seller that he will not perform within the period so fixed, the buyer may not, during that period, resort to any remedy for breach of contract. However, the buyer is not deprived thereby of any right he may have to claim damages for delay in performance.Article 48(1) Subject to article 49, the seller may, even after the date for delivery, remedy at his own expense any failure to perform his obligations, if he can do so without unreasonable delay and without causing the buyer unreasonable inconvenience or uncertainty of reimbursement by the seller of expenses advanced by the buyer. However, the buyer retains any right to claim damages as provided for in this Convention.(2) If the seller requests the buyer to make known whether he will accept performance and the buyer does not comply with the request within a reasonable time, the seller may perform within the time indicated in his request. The buyer may not, during that period of time, resort to any remedy which is inconsistent with performance by the seller.(3) A notice by the seller that he will perform within a specified period of time is assumed to include a request, under the preceding paragraph, that the buyer make known his decision.(4) A request or notice by the seller under paragraph (2) or (3) of this article is not effective unless received by the buyer. Article 49(1) The buyer may declare the contract avoided:(a) if the failure by the seller to perform any of his obligations under the contract or this Convention amounts to a fundamental breach of contract; or(b) in case of non-delivery, if the seller does not deliver the goods within the additional period of time fixed by the buyer in accordance with paragraph (1) of article 47 or declares that he will not deliver within the period so fixed.(2) However, in cases where the seller has delivered the goods, the buyer loses the right to declare the contract avoided unless he does so:(a) in respect of late delivery, within a reasonable time after he has become aware that delivery has been made;(b) in respect of any breach other than late delivery, within a reasonable time:(i) after he knew or ought to have known of the breach;(ii) after the expiration of any additional period of time fixed by the buyer in accordance with paragraph (1) of article 47, or after the seller has declared that he will not perform his obligations within such an additional period; or(iii) after the expiration of any additional period of time indicated by the seller in accordance with paragraph (2) of article 48, or after the buyer has declared that he will not accept performance.Article 50If the goods do not conform with the contract and whether or not the price has already been paid, the buyer may reduce the price in the same proportion as the value that the goods actually delivered had at the time of the delivery bears to the value that conforming goods would have had at that time. However, if the seller remedies any failure to perform his obligations in accordance with article 37 or article 48 or if the buyer refuses to accept performance by the seller in accordance with those articles, the buyer may not reduce the price.Article 51(1) If the seller delivers only a part of the goods or if only a part of the goods delivered is in conformity with the contract, articles 46 to 50 apply in respect of the part which is missing or which does not conform.(2) The buyer may declare the contract avoided in its entirety only if the failure to make delivery completely or in conformity with the contract amounts to a fundamental breach of the contract.Article 52(1) If the seller delivers the goods before the date fixed, the buyer may take delivery or refuse to take delivery.(2) If the seller delivers a quantity of goods greater than that provided for in the contract, the buyer may take delivery or refuse to take delivery of the excess quantity. If the buyer takes delivery of all or part of the excess quantity, he must pay for it at the contract rate.Chapter III OBLIGATIONS OF THE BUYERArticle 53The buyer must pay the price for the goods and take delivery of them as required by the contract and this Convention. Section I. Payment of the priceArticle 54The buyers obligation to pay the price includes taking such steps and complying with such formalities as may be required under the contract or any laws and regulations to enable payment to be made.Article 55Where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, to have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances in the trade concerned.Article 56If the price is fixed according to the weight of the goods, in case of doubt it is to be determined by the net weight.Article 57(1) If the buyer is not bound to pay the price at any other particular place, he must pay it to the seller:(a) at the sellers place of business; or(b) if the payment is to be made against the handing over of the goods or of documents, at the place where the handing over takes place.(2) The seller must bear any increases in the expenses incidental to payment which is caused by a change in his place of business subsequent to the conclusion of the contract.Article 58(1) If the buyer is not bound to pay the price at any other specific time, he must pay it when the seller places either the goods or documents controlling their disposition at the buyers disposal in accordance with the contract and this Convention. The seller may make such payment a condition for handing over the goods or documents.(2) If the contract involves carriage of the goods, the seller may dispatch the goods on terms whereby the goods, or documents controlling their disposition, will not be handed over to the buyer except against payment of the price.(3) The buyer is not bound to pay the price until he has had an opportunity to examine the goods, unless the procedures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity.Article 59The buyer must pay the price on the date fixed by or determinable from the contract and this Convention without the need for any request or compliance with any formality on the part of the seller.。

2024版英语合同术语

2024版英语合同术语1. Agreement - 合同2. Parties - 双方3. Contractor - 承包商4. Subcontractor - 分包商5. Principal - 主要方6. Counterparty - 对方7. Assignee - 受让人8. Assignor - 转让人9. Beneficiary - 受益人10. Executor - 执行人11. Witness - 见证人12. Guarantor - 保证人13. Indemnifier - 赔偿方14. Licensor - 许可方15. Licensee - 被许可方16. Vendor - 卖方17. Purchaser - 买方18. Lessee - 承租人19. Lessor - 出租人20. Employer - 雇主21. Employee - 雇员22. Consultant - 顾问23. Contractor - 承包商24. Commission - 佣金25. Consideration - 合同对价26. Term - 期限27. Duration - 持续时间28. Renewal - 续期29. Termination - 终止30. Expiration - 到期31. Breach - 违约32. Force Majeure - 不可抗力33. Liquidated Damages - 约定赔偿金34. Penalty - 罚款35. Warranty - 保证36. Representation - 陈述37. Indemnification - 赔偿38. Confidentiality - 保密39. Non-Disclosure Agreement (NDA) - 保密协议40. Intellectual Property - 知识产权41. Copyright - 版权42. Trademark - 商标43. Patent - 专利44. Trade Secret - 商业秘密45. Good Faith - 善意46. Fair Dealing - 公平交易47. Frustration of Purpose - 目的落空48. Merger Clause - 合并条款49. Entire Agreement - 完整协议50. Severability - 可分割性51. Governing Law - 管辖法律52. Jurisdiction - 管辖权53. Dispute Resolution - 争议解决54. Arbitration - 仲裁55. Mediation - 调解56. Venue - 地点57. Notice - 通知58. Amendment - 修改59. Modification - 变更60. Cessation - 停止61. Assignment - 转让62. Novation - 更新63. Affiliate - 关联方64. Third Party Beneficiary - 第三方受益人65. Joint Venture - 合资企业66. Partnership - 合伙67. Incorporation by Reference - 引用并入68. Exhibit - 附件69. Schedule - 附表70. Appendix - 附录71. Annex - 附件72. Recital - 序言73. Condition Precedent - 先决条件74. Effective Date - 生效日期75. Commencement Date - 开始日期76. Performance Bond - 履约保证77. Letter of Credit - 信用证78. Escrow - 托管79. Quorum - 法定人数80. Proxy - 代理81. Voting Rights - 投票权82. Shareholder - 股东83. Equity - 股权84. Dilution - 稀释85. Option - 期权86. Stock - 股份87. Preferred Stock - 优先股88. Common Stock - 普通股。

英文合同的其他规定

英文合同的其他规定Other Provisions Relating to English Contracts.Contracts are legal agreements that govern the rights and obligations of parties involved. When contracts are drafted in English, they must adhere to specific requirements and guidelines to ensure clarity, accuracy, and enforceability. In addition to the basic elements of a contract (such as the parties, the offer and acceptance, consideration, and the terms and conditions), there are other provisions that may be included depending on the nature and complexity of the agreement.1. Governing Law and Jurisdiction.One important provision in an English contract is the governing law and jurisdiction clause. This clausespecifies the legal system that will apply to the interpretation and enforcement of the contract. It is crucial to choose the appropriate governing law, as it willdetermine which legal principles and rules will be applied in resolving disputes. The jurisdiction clause, on the other hand, determines the court or tribunal that has jurisdiction to hear and decide any disputes arising from the contract.2. Force Majeure.A force majeure clause is another common provision in English contracts. It provides for the parties' rights and obligations in the event of force majeure events, such as natural disasters, wars, or government actions, that prevent the performance of the contract. The clause usually specifies that the parties will be relieved of their obligations if such events occur, and may also provide for the allocation of risk and the consequences of force majeure.3. Confidentiality and Non-Disclosure.Contracts often contain confidentiality and non-disclosure clauses to protect sensitive information sharedbetween the parties. These clauses prohibit the disclosureof confidential information to third parties and may also restrict the use of the information for purposes other than those specified in the contract. Breach of confidentiality and non-disclosure clauses can result in significant financial and legal consequences for the offending party.4. Assignment and Subcontracting.Another provision that may be included in English contracts is the assignment and subcontracting clause. This clause governs the parties' rights and obligations when it comes to assigning their rights and obligations under the contract to third parties or subcontracting the performance of the contract to other entities. The clause may specify conditions or restrictions on assignment and subcontracting, and may also provide for notification requirements or consent from the other party.5. Termination and Breach.Contracts usually include provisions governingtermination and breach. These provisions specify the circumstances under which a party may terminate the contract, as well as the consequences of breach by either party. Termination provisions may allow for termination for convenience, termination for breach, or termination for reasons such as insolvency or bankruptcy. Breach provisions may specify the remedies available to the non-breaching party, such as damages, specific performance, or injunctive relief.6. Entire Agreement and Amendments.The entire agreement clause states that the contract constitutes the entire agreement between the parties and supersedes any previous agreements or understandings. This clause is important to prevent the existence of conflicting or inconsistent terms in multiple agreements. Amendments to the contract must be made in writing and signed by all parties to be valid, unless otherwise provided in the contract.7. Notices and Communications.Contracts often include provisions governing notices and communications between the parties. These provisions specify the method and manner of giving notices or making communications, such as the required form of writing, the address or email to which notices should be sent, and the timeframes within which notices must be given. Failure to comply with these provisions may affect the validity or enforceability of the notice or communication.In conclusion, English contracts are complex legal documents that require careful consideration of various provisions to ensure clarity, accuracy, and enforceability. The provisions discussed in this article are just a few examples of the many provisions that may be included in English contracts depending on the circumstances and needs of the parties involved. It is crucial to consult withlegal experts when drafting or reviewing contracts to ensure compliance with legal requirements and to protect the interests of all parties involved.。

中英双语合同示范条款集锦(3)继承和转让 SUCCESSION AND ASSIGNMENT

Rights in favor of third parties are not established by this contract. In order to be valid, an assignment of rights and claims under this contract byeither partyrequiresthe other party’sprevious written consent.
中英双语合同示范条款集锦（3）
继承和转让/SUCCESSION AND ASSIGNMENT
本条款一般用来约定合同转让规则。
通用版本
除非另一方事先书面同意，任何一方不得向第三方转让其在本合同项下的全部或部分义务。
Unless otherwise agreed by the other Party in writing in advance, either Party shall not assign any part or all of its obligations under this Contract to any third party.
本协议对各方及其继承方和被允许的受让人具有法律约束力。任何一方在未得到其他方的事先书面同意下，不得全部或部分转让本协议。
This Agreement is binding upon, and inures to the benefits of, the Parties and their successors and permitted assigns. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other.

合同英文第一条第二条

合同英文第一条第二条Article 1: Definitions and Interpretation.1.1 In this Contract, unless the context otherwise requires:"Contract" means this agreement between the parties, including any Schedules, Annexes, and Appendices attached hereto."Party" means either the Buyer or the Seller, and "Parties" means both of them."Buyer" means [insert name of the Buyer]."Seller" means [insert name of the Seller]."Goods" means the items specified in Schedule 1 attached hereto."Services" means the services specified in Schedule 2 attached hereto."Price" means the price for the Goods and Services as specified in Schedule 3 attached hereto."Terms" means the terms and conditions of this Contract.1.2 Words importing the singular number only shall include the plural number and vice versa, and words importing persons shall include corporations, unincorporated associations, and partnerships.1.3 References to any gender shall include references to the other gender.1.4 References to Clauses are to Clauses of this Contract and references to Schedules, Annexes, or Appendices are to Schedules, Annexes, or Appendices to this Contract.Article 2: Formation of Contract.2.1 This Contract shall be deemed to have been formed when the Buyer and the Seller have executed and delivered this Contract to each other.2.2 The Parties agree that the terms and conditions set out in this Contract constitute the entire agreement between them relating to the Goods and Services and supersede any previous agreement, understanding, or arrangement between them, whether oral or in writing.2.3 No variation of this Contract shall be binding unless agreed in writing between the Parties.2.4 Each Party confirms that in entering into this Contract, it does not rely on any statement, promise, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Contract. Each Party waives any right it might otherwise have to rely on any such statement, promise, representation, assurance, or warranty.2.5 Nothing in this Contract shall exclude or limit either Party's liability for fraud.Article 3: Delivery and Acceptance of Goods.[Insert provisions related to delivery, acceptance, and risk of loss of the Goods.]Article 4: Payment Terms.[Insert provisions related to payment for the Goods and Services, including payment schedule, currency, and any applicable discounts or penalties.]Article 5: Quality and Warranty.[Insert provisions related to the quality of the Goods and Services, warranties provided by the Seller, and any applicable remedies in the event of a breach of warranty.]Article 6: Termination.[Insert provisions related to the termination of the Contract, including events that may lead to termination, the process for termination, and any consequences of termination.]Article 7: Force Majeure.[Insert provisions related to force majeure events, defining such events and specifying their impact on the Contract's performance.]Article 8: General Provisions.[Insert provisions related to general matters such as assignment, subcontracting, notices, governing law, and dispute resolution.]Article 9: Miscellaneous.[Insert any additional provisions or clauses that do not fit into the above categories but are necessary for theContract's completeness.]Schedules, Annexes, and Appendices.[Attach Schedules, Annexes, and Appendices containing specific details related to the Goods, Services, Price, and any other relevant information.]Note: This is a template for a contract's first two articles. It does not constitute legal advice and should be adapted and customized to the specific needs and requirements of the Parties involved. It is recommended to consult with legal professionals when drafting or reviewing contracts.。

合同相对性原理利益承受理论

合同相对性原理利益承受理论The principle of relativity of contracts, also known as the doctrine of relative capacity, is a fundamental principle in contract law. 合同相对性原则是合同法中的一项基本原则，也被称为相对能力原则。

This principle states that the rights and obligations arising from a contract are binding only on the parties to the contract, and do not affect third parties. 该原则规定，合同产生的权利和义务只对合同当事人具有约束力，不影响第三人。

This means that only those who are parties to the contract can enforce its terms and be held liable for any breaches. 这意味着只有合同当事人才能执行合同条款，并对任何违约行为负责。

The principle of relativity of contracts serves to protect the expectations and intentions of the contracting parties. 合同相对性原则旨在保护合同当事人的期望和意图。

It ensures that third parties are not unfairly bound by contractual agreements in which they had no say or involvement. 它确保第三人不会因为他们没有发言权或参与的合同协议而不公平地受约束。

英国1999年合同第三人权利法英文

英国1999年合同第三人权利法英文The Contracts (Rights of Third Parties) Act 1999 in the United Kingdom is an important piece of legislation that affects the rights and obligations of parties to a contract. This Act provides third parties with the ability to enforce contractual terms that were made for their benefit, even if they are not a party to the contract itself. In this article, we will explore the key provisions of the Act and its implications for contract creators and third parties.The Act, which came into force on 11 May 2000, applies to both oral and written contracts and enables third parties to enforce contractual terms that confer a benefit upon them. Prior to this Act, the common law doctrine of privity of contract prevented third parties from enforcing contractual rights. This meant that only the parties to a contract had the legal standing to enforce its terms.Under the Act, a third party can enforce a term of a contract if the contract expressly provides for this or if it is clear from the contract that the parties intended for the third party to have the right to enforce the term. However, it is important to note that the Act does not confer any obligations on third parties. They can only enforce rights that are already conferred upon them by the contract.It is also worth mentioning that the Act allows the parties to a contract to exclude or limit the rights of third parties. This means that if the contract contains a clause that expressly states that the rights of third parties are excluded or limited, the third party will not be able to enforce the contractual terms. However, any such exclusion or limitation must be clear and unambiguous.One of the key benefits of the Act is that it provides greater certainty and protection for third parties who may be affected by a contract. For example, if a construction contract includes a clause that requires the contractor to carry out the work in a safe manner for the benefit of the future occupiers of the building, those future occupiers can now enforce this term directly against the contractor. This ensures that third parties are not left without recourse if the contracting parties fail to fulfill their obligations.Furthermore, the Act also allows for the assignment of rights to third parties. This means that a party to a contract can transfer their rights under the contract to a third party, who can then enforce those rights. However, this assignment must be in writing and the other party to the contract must be notified.In conclusion, the Contracts (Rights of Third Parties) Act 1999 in the United Kingdom has significantly expanded the rights of third parties to enforce contractual terms that are made for their benefit. This Act provides greater certainty and protection for third parties, ensuring that they are not left without recourse if the contracting parties fail to fulfill their obligations. Contract creators should be aware of the implications of this Act and consider its provisions when drafting contracts that may affect third parties.。

国际合同中的新加坡法律及其适用范围详解

国际合同中的新加坡法律及其适用范围详解英文回答：International Contracts and Singapore LawInternational contracts are agreements between parties from different countries, which are governed by the laws of a specific jurisdiction. In the case of Singapore, the legal framework for international contracts is primarily governed by the Singapore Contracts (Rights of Third Parties) Act and the common law principles.The Singapore Contracts (Rights of Third Parties) Act allows for the enforcement of contractual rights by third parties who are not directly involved in the contract. This provides flexibility and protection for parties who may benefit from the contract but are not named as parties to the contract.Under Singapore common law principles, the formation and interpretation of international contracts are guided by the principles of offer, acceptance, consideration, and intention to create legal relations. It is important for parties to clearlyexpress their intentions and understand the terms and conditions of the contract to avoid any misunderstandings or disputes.In the event of a breach of an international contract, parties can seek remedies through Singapore's legal system. The Singapore courts have a reputation for being efficient and reliable in resolving commercial disputes. Alternative dispute resolution methods such as mediation and arbitration are also commonly used in Singapore to resolve international contract disputes.Overall, Singapore's legal framework provides a secure and reliable environment for the formation and enforcement of international contracts. Its well-developed legal system, coupled with its strategic location and strong economic infrastructure, makes Singapore an attractive choice for international businesses entering into contractual agreements.中文回答：国际合同和新加坡法律国际合同是由来自不同国家的当事人达成的协议，受特定司法管辖区法律的约束。

联合国国际货物销售合同公约中英文对照

联合国国际货物销售合同公约United Nations Convention On Contracts For The International Sale Of Goods,1980 CISG1980年4月11日订于维也纳本公约各缔约国,铭记联合国大会第六届特别会议通过的关于建立新的国际经济秩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：THE 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:第一部分适用范围和总则PART I-Sphere of Application and General Provisions第一章适用范围Chapter I-Sphere of Application第一条1本公约适用于营业地在不同国家的当事人之间所订立的货物销售合同：a如果这些国家是缔约国；或b如果国际私法规则导致适用某一缔约国的法律;2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 11 This Convention applies to contracts of sale of goods between parties whose places of business are in differentStates:a when the States are Contracting States; orb when the rules of private international law lead to the application of the law of a Contracting State.2 The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract.3 Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.第二条本公约不适用于以下的销售：a购供私人、家人或家庭使用的货物的销售,除非卖方在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经由拍卖的销售；c根据法律执行令状或其它令状的销售；d公债、股票、投资证券、流通票据或货币的销售；e船舶、船只、气垫船或飞机的销售；f电力的销售;Article 2This Convention does not apply to sales: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;b by auction;c on execution or otherwise by authority of law;d of stocks, shares, investment securities, negotiable instruments or money;e of ships, vessels, hovercraft or aircraft;f of electricity.第三条1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 31 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.2 This Convention does not apply to contracts in which the preponderant part of the obligations of the party whofurnishes the goods consists in the supply of labour or other services.第四条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合同的效力,或其任何条款的效力,或任何惯例的效力；b合同对所售货物所有权可能产生的影响;Article 4This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:a the validity of the contract or of any of its provisions or of any usage;b the effect which the contract may have on the property in the goods sold.第五条本公约不适用于卖方对于货物对任何人所造成的死亡或伤害的责任;Article 5This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person.第六条双方当事人可以不适用本公约,或在第十二条的条件下,减损本公约的任何规定或改变其效力;Article 6The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.第二章总则Chapter II-General Provisions第七条1在解释本公约时,应考虑到本公约的国际性质和促进其适用的统一以及在国际贸易上遵守诚信的需要;2凡本公约未明确解决的属于本公约范围的问题,应按照本公约所依据的一般原则来解决,在没有一般原则的情况下,则应按照国际私法规定适用的法律来解决;Article 71 In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.2 Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformitywith the law applicable by virtue of the rules of private international law.第八条1为本公约的目的,一方当事人所作的声明和其它行为,应依照他的意旨解释,如果另一方当事人已知道或者不可能不知道此一意旨;2如果上一款的规定不适用,当事人所作的声明和其它行为,应按照一个与另一方当事人同等资格、通情达理的人处于相同情况中,应有的理解来解释;3在确定一方当事人的意旨或一个通情达理的人应有的理解时,应适当地考虑到与事实有关的一切情况,包括谈判情形、当事人之间确立的任何习惯作法、惯例和当事人其后的任何行为;Article 81 For the purposes of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was.2 If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances.3 In determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties.第九条1双方当事人业已同意的任何惯例和他们之间确立的任何习惯做法,对双方当事人均有约束力;2除非另有协议,双方当事人应视为已默示地同意对他们的合同或合同的订立适用双方当事人已知道或理应知道的惯例,而这种惯例,在国际贸易上,已为有关特定贸易所涉同类合同的当事人所广泛知道并为他们所经常遵守;Article 91 The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves.2 The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned.第十条为本公约的目的：a如果当事人有一个以上的营业地,则以与合同及合同的履行关系最密切的营业地为其营业地,但要考虑到双方当事人在订立合同前任何时候或订立合同时所知道或所设想的情况；b如果当事人没有营业地,则以其惯常居住地为准;Article 10For the purposes of this Convention:a if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;b if a party does not have a place of business, reference is to be made to his habitual residence.第十一条销售合同无须以书面订立或书面证明,在形式方面也不受任何其它条件的限制;销售合同可以用包括人证在内的任何方法证明;Article 11A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.第十二条本公约第十一条、第二十九条或第二部分准许销售合同或其更改或根据协议终止,或者任何发价、接受或其它意旨表示得以书面以外任何形式做出的任何规定不适用,如果任何一方当事人的营业地是在已按照本公约第九十六条做出了声明的一个缔约国内,各当事人不得减损本条或改变其效力;Article 12Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect or this article.第十三条为本公约的目的,“书面”包括电报和电传;Article 13For the purposes of this Convention "writing" includes telegram and telex.第二部分合同的订立PART II-Formation of the Contract第十四条1向一个或一个以上特定的人提出的订立合同的建议,如果十分确定并且表明发价人在得到接受时承受约束的意旨,即构成发价;一个建议如果写明货物并且明示或暗示地规定数量和价格或规定如何确定数量和价格,即为十分确定;2非向一个或一个以上特定的人提出的建议,仅应视为邀请做出发价,除非提出建议的人明确地表示相反的意向;Article 141 A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.2 A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal.第十五条1发价于送达被发价人时生效;2一项发价,即使是不可撤销的,得予撤回,如果撤回通知于发价送达被发价人之前或同时,送达被发价人;Article 151 An offer becomes effective when it reaches the offeree.2 An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.第十六条1在未订立合同之前,发价得予撤销,如果撤销通知于被发价人发出接受通知之前送达被发价人;2但在下列情况下,发价不得撤销：a发价写明接受发价的期限或以其它方式表示发价是不可撤销的；或b被发价人有理由信赖该项发价是不可撤销的,而且被发价人已本着对该项发价的信赖行事;Article 161 Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance.2 However, an offer cannot be revoked:a if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; orb if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.第十七条一项发价,即使是不可撤销的,于拒绝通知送达发价人时终止;Article 17An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror.第十八条1被发价人声明或做出其它行为表示同意一项发价,即是接受,缄默或不行动本身不等于接受;2接受发价于表示同意的通知送达发价人时生效;如果表示同意的通知在发价人所规定的时间内,如未规定时间,在一段合理的时间内,未曾送达发价人,接受就成为无效,但须适当地考虑到交易的情况,包括发价人所使用的通讯方法的迅速程序;对口头发价必须立即接受,但情况有别者不在此限;3但若根据该项发价或依当事人之间确立的习惯作法和惯例,被发价人可以做出某种行为,例如与发运货物或支付价款有关的行为,来表示同意,而无须向发价人发出通知,则接受于该项行为做出时生效,但该项行为必须在上一款所规定的期间内做出; Article 181 A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.2 An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.3 However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph.第十九条1对发价表示接受但载有添加、限制或其它更改的答复,即为拒绝该项发价,并构成还价;2但是,对发价表示接受但载有添加或不同条件的答复,如所载的添加或不同条件在实质上并不变更该项发价的条件,除发价人在不过分迟延的期间内以口头或书面通知反对其间的差异外,仍构成接受;如果发价人不做出这种反对,合同的条件就以该项发价的条件以及接受通知内所载的更改为准;3有关货物价格、付款、货物质量和数量、交货地点和时间、一方当事人对另一方当事人的赔偿责任范围或解决争端等等的添加或不同条件,均视为在实质上变更发价的条件;Article 191 A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.2 However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.3 Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.第二十条1发价人在电报或信件内规定的接受期间,从电报交发时刻或信上载明的发信日期起算,如信上未载明发信日期,则从信封上所载日期起算;发价人以电话、电传或其它快速通讯方法规定的接受期间,从发价送达被发价人时起算;2在计算接受期间时,接受期间内的正式假日或非营业日应计算在内;但是,如果接受通知在接受期间的最后1天未能送到发价人地址,因为那天在发价人营业地是正式假日或非营业日,则接受期间应顺延至下一个营业日;Article 201 A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offer reaches the offeree.2 Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows.第二十一条1逾期接受仍有接受的效力,如果发价人毫不迟延地用口头或书面将此种意见通知被发价人;2如果载有逾期接受的信件或其它书面文件表明,它是在传递正常、能及时送达发价人的情况下寄发的,则该项逾期接受具有接受的效力,除非发价人毫不迟延地用口头或书面通知被发价人：他认为他的发价已经失效;Article 211 A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect.2 If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect.第二十二条接受得予撤回,如果撤回通知于接受原应生效之前或同时,送达发价人;Article 22An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.第二十三条合同于按照本公约规定对发价的接受生效时订立;Article 23A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convention.第二十四条为公约本部分的目的,发价、接受声明或任何其它意旨表示“送达”对方,系指用口头通知对方或通过任何其它方法送交对方本人,或其营业地或通讯地址,如无营业地或通讯地址,则送交对方惯常居住地;Article 24For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intention "reaches" the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual residence.第三部分货物销售PART III-Sale of Goods第一章总则Chapter I-General Provisions第二十五条一方当事人违反合同的结果,如使另一方当事人蒙受损害,以致于实际上剥夺了他根据合同规定有权期待得到的东西,即为根本违反合同,除非违反合同一方并不预知而且一个同等资格、通情达理的人处于相同情况中也没有理由预知会发生这种结果;Article 25A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result.第二十六条宣告合同无效的声明,必须向另一方当事人发出通知,方始有效;Article 26A declaration of avoidance of the contract is effective only if made by notice to the other party.第二十七条除非公约本部分另有明文规定,当事人按照本部分的规定,以适合情况的方法发出任何通知、要求或其它通知后,这种通知如在传递上发生耽搁或错误,或者未能到达,并不使该当事人丧失依靠该项通知的权利;Article 27Unless otherwise expressly provided in this Part of the Convention, if any notice, request or other communication is given or made by a party in accordance with this Part and by means appropriate in the circumstances, a delay or error in the transmission of the communication or its failure to arrive does not deprive that party of the right to rely on the communication.第二十八条若按照本公约的规定,一方当事人有权要求另一方当事人履行某一义务,法院没有义务做出判决,要求具体履行此一义务,除非法院依照其本身的法律对不属本公约范围的类似销售合同愿意这样做;Article 28If, in accordance with the provisions of this Convention, one party is entitled to require performance of any obligation by the other party, a court is not bound to enter a judgement for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by this Convention.第二十九条1合同只需双方当事人协议,就可更改或终止;2规定任何更改或根据协议终止必须以书面做出的书面合同,不得以任何其它方式更改或根据协议终止;但是,一方当事人的行为,如经另一方当事人寄以信赖,就不得坚持此项规定;Article 291 A contract may be modified or terminated by the mere agreement of the parties.2 A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.第二章卖方的义务Chapter II-Obligations of the Seller第三十条卖方必须按照合同和本公约的规定,交付货物,移交一切与货物有关的单据并转移货物所有权;Article 30The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention.第一节交付货物和移交单据Section I-Delivery of the goods and handing over of documents第三十一条如果卖方没有义务要在任何其它特定地点交付货物,他的交货义务如下：a如果销售合同涉及到货物的运输,卖方应把货物移交给第一承运人,以运交给买方；b在不属于上款规定的情况下,如果合同指的是特定货物或从特定存货中提取的或尚待制造或生产的未经特定化的货物,而双方当事人在订立合同时已知道这些货物是在某一特定地点,或将在某一特定地点制造或生产,卖方应在该地点把货物交给买方处置；c在其它情况下,卖方应在他于订立合同时的营业地把货物交给买方处置;Article 31If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists:a if the contract of sale involves carriage of the goods - in handing the goods over to the first carrier for transmission to the buyer;b if, in cases not within the preceding subparagraph, the contract related to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place - in placingthe goods at the buyer's disposal at that place;c in other cases - in placing the goods at the buyer's disposal at the place where the seller had his place of business at the time of the conclusion of the contract.第三十二条1若卖方按合同或本公约的规定将货物交付给承运人,但货物没有以货物上加标记、或以装运单据或其它方式清楚地注明有关合同,卖方必须向买方发出列明货物的发货通知;2若卖方有义务安排货物的运输,他必须订立必要的合同,以按通常运输条件,用适合情况的运输工具,把货物运到指定地点;3若卖方无义务对货物的运输办理保险,他必须在买方提出要求时,向买方提供一切现有的必要资料,使他能够办理这种保险; Article 321 If the seller, in accordance with the contract or this Convention, hands the goods over to a carrier and if the goods are not clearly identified to the contract by markings on the goods, by shipping documents or otherwise, the seller must give the buyer notice of the consignment specifying the goods.2 If the seller is bound to arrange for carriage of the goods, he must make such contracts as are necessary for carriage to the place fixed by means of transportation appropriate in the circumstances and according to the usual terms for such transportation.3 If the seller is not bound to effect insurance in respect of the carriage of the goods, he must, at the buyer's request, provide him with all available information necessary to enable him to effect such insurance.第三十三条卖方必须按以下规定的日期交付货物：a如果合同规定有日期,或从合同可以确定日期,应在该日期交货；b如果合同规定有一段时间,或从合同可以确定一段时间,除非情况表明应由买方选定一个日期外,应在该段时间内任何时候交货；或者c在其它情况下,应在订立合同后一段合理时间内交货;Article 33The seller must deliver the goods:a if a date is fixed by or determinable from the contract, on that date;b if a period of time is fixed by or determinable from the contract, at any time within that period unless circumstances indicate that the buyer is to choose a date; orc in any other case, within a reasonable time after the conclusion of the contract.第三十四条如果卖方有义务移交与货物有关的单据,他必须按照合同所规定的时间、地点和方式移交这些单据;如果卖方在那个时间以前已移交这些单据,他可以在那个时间到达前纠正单据中任何不符合同规定的情形,但是,此一权利的行使不得使买方遭受不合理的不便或承担不合理的开支;但是,买方保留本公约所规定的要求损害赔偿的任何权利;Article 34If the seller is bound to hand over documents relating to the goods, he must hand them over at the time and place and in the form required by the contract. If the seller has handed over documents before that time, he may, up to that time, cure any lack of conformity in the documents, if the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.第二节货物相符与第三方要求Section II-Conformity of the goods and third party claims第三十五条1卖方交付的货物必须与合同所规定的数量、质量和规格相符,并须按照合同所规定的方式装箱或包装;2除双方当事人业已另有协议外,货物除非符合以下规定,否则即为与合同不符：a货物适用于同一规格货物通常使用的目的；b货物适用于订立合同时曾明示或默示地通知卖方的任何特定目的,除非情况表明买方并不依赖卖方的技能和判断力,或者这种依赖对他是不合理的；c货物的质量与卖方向买方提供的货物样品或样式相同；d货物按照同类货物通用的方式装箱或包装,如果没有此种通用方式,则按足以保全和保护货物的方式装箱或包装;3如果买方在订立合同时知道或不可能不知道货物不符合同,卖方就无须按上一款a项至d项负有此种不符合同的责任; Article 351 The seller must deliver goods which are of the quantity, quality and description required by the contract and which are contained or packaged in the manner required by the contract.2 Except where the parties have agreed otherwise, the goods do not conform with the contract unless they:a are fit for the purposes for which goods of the same description would ordinarily be used;b are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on the seller's skill and judgement;c possess the qualities of goods which the seller has held out to the buyer as a sample or model;d are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner adequate to preserve and protect the goods.3 The seller is not liable under subparagraphs a to d of the preceding paragraph for any lack of conformity of the goods if at the time of the conclusion of the contract the buyer knew or could not have been unaware of such lack of conformity.第三十六条1卖方应按照合同和本公约的规定,对风险移转到买方时所存在的任何不符合同情形,负有责任,即使这种不符合同情形在该时间后方始明显;2卖方对在上一款所述时间后发生的任何不符合同情形,也应负有责任,如果这种不符合同情形是由于卖方违反他的某项义务所致,包括违反关于在一段时间内货物将继续适用于其通常使用的目的或某种特定目的,或将保持某种特定质量或性质的任何保证; Article 361 The seller is liable in accordance with the contract and this Convention for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conformity becomes apparent only after that time.2 The seller is also liable for any lack of conformity which occurs after the time indicated in the preceding paragraph and which is due to a breach of any of his obligations, including a breach of any guarantee that for a period of time the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified qualities or characteristics.第三十七条如果卖方在交货日期前交付货物,他可以在那个日期到达前,交付任何缺漏部分或补足所交付货物的不足数量,或交付用以替换所交付不符合同规定的货物,或对所交付货物中任何不符合同规定的情形做出补救,但是,此一权利的行使不得使买方遭受不合理的不便或承担不合理的开支;但是,买方保留本公约所规定的要求损害赔偿的任何权利;Article 37If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or make up any deficiency in the quantity of the goods delivered, or deliver goods in replacement of any non-conforming goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.第三十八条1买方必须在按情况实际可行的最短时间内检验货物或由他人检验货物;2如果合同涉及到货物的运输,检验可推迟到货物到达目的地后进行;3如果货物在运输途中改运或买方须再发运货物,没有合理机会加以检验,而卖方在订立合同时已知道或理应知道这种改运或再发运的可能性,检验可推迟到货物到达新目的地后进行;Article 381 The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in the circumstances.2 If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived。

英文合同中的assumption

英文合同中的assumptionAssumption Requirements in English Contracts.In the realm of contract law, the term "assumption" typically refers to the acceptance of responsibilities or obligations by one party in place of another. This process is often seen in business transactions, where a third party may agree to take on the duties and liabilities outlined in an existing contract. The assumption of contractobligations can be complex and requires careful consideration of various legal requirements and implications.1. Contractual Intent.The first requirement for a valid assumption is the intention of the parties involved. The original contract must clearly indicate that the obligations can be assumed by a third party. If the contract is silent on this point, it may be necessary to infer intent from the surroundingcircumstances or through additional agreements between the parties.2. Explicit Agreement.An explicit agreement between the original parties and the third-party assuming the obligations is crucial. This agreement should spell out the terms and conditions of the assumption, including the scope of the assumed obligations, any modifications to the original contract, and the rights and responsibilities of all parties involved.3. Consent of All Parties.It is essential that all parties to the contract, including the original parties and the third-party assuming the obligations, consent to the assumption. Consent must be freely given and informed, meaning that all parties must understand the terms and consequences of the assumption.4. Compliance with Legal Requirements.The assumption of contract obligations must comply with all applicable legal requirements, including any relevant statutes, regulations, or case law. For example, certain contracts may require approval or notification by a government agency before the obligations can be assumed.5. Novation vs. Assignment.It is important to distinguish between an assignment and a novation when it comes to contract assumption. An assignment involves the transfer of rights and obligations under a contract from one party to another without changing the terms of the contract itself. A novation, however, involves the termination of the original contract and the creation of a new contract between the original party and the third-party assuming the obligations. The type of assumption (assignment or novation) will determine thelegal effects and responsibilities of the parties involved.6. Notification of Third Parties.If the contract involves third parties who are notdirectly involved in the assumption agreement, it may be necessary to notify them of the change. Failure to do so could affect the rights and obligations of those third parties and potentially invalidate the assumption.7. Consideration.In some cases, the assumption of contract obligations may require consideration (something of value) to be exchanged between the parties. This consideration can take various forms, such as money, services, or property. The lack of consideration could affect the validity of the assumption agreement.8. Capacity to Contract.All parties involved in the assumption must have the legal capacity to contract. This means that they must be of legal age, have the mental capacity to understand the terms of the contract, and not be under any legal disabilities that would prevent them from entering into a contract.In summary, the assumption of contract obligations is a complex legal process that requires careful consideration of various requirements and implications. It is essential to consult with legal professionals to ensure that the assumption is valid and complies with all applicable legal requirements. By doing so, parties involved can avoid potential legal disputes and ensure that their rights and obligations are protected.。

保护第三人利益的合同

保护第三人利益的合同英文回答：Protecting the interests of third parties in contracts is an important aspect of ensuring fairness and equity in business transactions. In many cases, contracts involve more than just the two parties directly involved, and it is crucial to consider the rights and benefits of other individuals or entities who may be affected by the agreement.One way to protect the interests of third parties is through the inclusion of a third-party beneficiary clausein the contract. This clause explicitly states that certain rights or benefits under the contract are intended to be conferred upon a third party. By including this clause, the contracting parties acknowledge and agree that the third party has a legitimate interest in the contract and should be afforded certain protections.For example, let's say I am a homeowner looking to hire a contractor to renovate my house. I enter into a contract with the contractor and include a third-party beneficiary clause that states that any warranties or guarantees provided by the contractor will also extend to the future owners of the house. This means that if I were to sell the house after the renovation, the new owners would be able to rely on the warranties and guarantees provided by the contractor.Another way to protect third-party interests is through the concept of assignment. Assignment allows one party to transfer their rights and obligations under a contract to a third party. This can be particularly useful when a party wants to delegate their contractual duties or transfertheir benefits to someone else.For instance, let's say I am a tenant renting an apartment from a landlord. I sign a lease agreement with the landlord, but later on, I decide to sublet the apartment to a friend. In this case, I would need to obtain the landlord's consent and enter into an assignmentagreement, which would transfer my rights and obligationsas the tenant to my friend as the subtenant. This way, my friend becomes a party to the original lease agreement andis afforded the same rights and protections as I had as the tenant.中文回答：保护第三人利益的合同是确保商业交易公平和公正的重要方面。

三方协议英文

三方协议英文A Three-party Agreement。

In today's business world, it is common for companies to enter into agreements with multiple parties in order to achieve their goals. A three-party agreement, also known as a tripartite agreement, is a legal document that outlines the terms and conditions of a transaction involving three parties. This type of agreement is often used in real estate transactions, construction projects, and joint ventures, among other situations. In this document, we will discuss the key elements of a three-party agreement and provide some tips for creating a successful agreement.Key Elements of a Three-party Agreement。

1. Identification of the Parties: The first step in creating a three-party agreement is to clearly identify the three parties involved. This includes providing the full legal names and addresses of each party, as well as any other relevant identifying information.2. Purpose of the Agreement: The agreement should clearly state the purpose of the transaction and the goals that the parties hope to achieve. This may include details about the specific project or transaction that the parties are undertaking, as well as any relevant background information.3. Rights and Obligations of the Parties: The agreement should outline the rights and obligations of each party involved. This may include details about the roles and responsibilities of each party, as well as any specific tasks or deliverables that each party is expected to provide.4. Terms and Conditions: The agreement should include the specific terms and conditions of the transaction, including details about payment, timelines, and any other relevant terms. This may also include details about dispute resolution mechanisms and other important considerations.5. Signatures: Finally, the agreement should be signed by all parties involved in the transaction, as well as any relevant witnesses or legal representatives. This helps to ensure that all parties are in agreement with the terms and conditions outlined in the document.Tips for Creating a Successful Three-party Agreement。

英文合同权利与义务英文条款

英文合同权利与义务英文条款当涉及到英文合同的权利与义务的条款时，通常会包括以下内容：1. Parties to the Contract: This section identifies the parties entering into the contract and specifies theirlegal names and addresses.2. Rights and Obligations: This section outlines the specific rights and obligations of each party. For example, it may detail the responsibilities of the seller in delivering goods or services, and the obligations of the buyer in making payment.3. Performance Standards: The contract may specify the standards to which the goods or services must conform, as well as the timeline for delivery or completion.4. Payment Terms: This section outlines the terms of payment, including the amount, currency, and timing ofpayments.5. Termination Clause: The contract may include provisions for termination, outlining the conditions under which either party may terminate the agreement.6. Dispute Resolution: This section may specify the procedures for resolving disputes, including whether the parties agree to arbitration or mediation.7. Governing Law: The contract may specify the jurisdiction whose laws will govern the interpretation and enforcement of the agreement.8. Confidentiality and Non-Disclosure: If applicable, the contract may include provisions regarding the protection of confidential information.9. Indemnification: This section may outline the responsibilities of each party to indemnify the other against certain liabilities or losses.10. Force Majeure: The contract may include a force majeure clause, which outlines the parties' rights and obligations in the event of unforeseen circumstances such as natural disasters or political unrest.It's important to note that the specific terms and conditions of a contract will vary depending on the nature of the agreement and the parties involved. Additionally,it's crucial for all parties to fully understand the terms of the contract before signing, and to seek legal advice if necessary.。

Contracts (Rights of Third Parties) Act

Contracts (Rights of Third Parties) Act(CHAPTER 53B)(Original Enactment: Act 39 of 2001)REVISED EDITION 2002(31st July 2002)An Act to make provision for the enforcement of contractual terms by third parties. [1st January 2002]Short title and application1.—(1) This Act may be cited as the Contracts (Rights of Third Parties) Act.(2) Subject to subsection (3), this Act shall not apply in relation to a contract entered into before the end of the period of 6 months from 1st January 2002.(3) The restriction in subsection (2) shall not apply in relation to a contract which —(a)is entered into on or after 1st January 2002; and(b)expressly provides for the application of this Act.Right of third party to enforce contractual term2.—(1) Subject to the provisions of this Act, a person who is not a party to a contract (referred to in this Act as a third party) may, in his own right, enforce a term of the contract if —(a)the contract expressly provides that he may; or(b)subject to subsection (2), the term purports to confer a benefit on him.(2) Subsection (1)(b) shall not apply if, on a proper construction of the contract, it appears that the parties did not intend the term to be enforceable by the third party. (3) The third party shall be expressly identified in the contract by name, as a member of a class or as answering a particular description but need not be in existence when the contract is entered into.(4) This section shall not confer a right on a third party to enforce a term of a contract otherwise than subject to and in accordance with any other relevant terms of the contract.(5) For the purpose of exercising his right to enforce a term of the contract, there shall be available to the third party any remedy that would have been available to himin an action for breach of contract if he had been a party to the contract (and the rules relating to damages, injunctions, specific performance and other remedy shall apply accordingly) and such remedy shall not be refused on the ground that, as against the promisor, the third party is a volunteer.(6) Where a term of a contract excludes or limits liability in relation to any matter, references in this Act to the third party enforcing the term shall be construed as references to his availing himself of the exclusion or limitation.(7) In this Act, in relation to a term of a contract which is enforceable by a third party —“promisee” means the party to the contract by whom the term is enforceable against the promisor;“promisor” means the party to the contract against whom the term is enforceable by the third party.Variation and rescission of contract3.—(1) Subject to this section, where a third party has a right under section 2 to enforce a term of the contract, the parties to the contract may not, by agreement, rescind the contract, or vary it in such a way as to extinguish or alter the third party’s entitlement under that right, without his consent if —(a)the third party has communicated his assent to the term to the promisor;(b)the promisor is aware that the third party has relied on the term (whether or not the third party has knowledge of its precise terms); or(c)the promisor can reasonably be expected to have foreseen that the third party would rely on the term and the third party has in fact relied on it (whether or not the third party has knowledge of its precise terms).(2) The assent referred to in subsection (1)(a)—(a)may be by words or conduct; and(b)if sent to the promisor by post or other means, shall not be regarded as communicated to the promisor until it is received by him.(3) Subsection (1) is subject to any express term of the contract under which —(a)the parties to the contract may by agreement rescind or vary the contract without the consent of the third party; or(b)the consent of the third party is required in circumstances specified in the contract instead of those set out in subsection (1)(a), (b) and (c).(4) Where the consent of a third party is required under subsection (1) or (3), the court or arbitral tribunal may, on the application of the parties to the contract, dispense with his consent if it is satisfied that —(a)his consent cannot be obtained because his whereabouts cannot reasonably be ascertained; or(b)he is mentally incapable of giving his consent.(5) The court or arbitral tribunal may, on the application of the parties to a contract, dispense with any consent that may be required under subsection (1)(c) if it is satisfied that it cannot reasonably be ascertained whether or not the third party has in fact relied on the term of the contract.(6) If the court or arbitral tribunal dispenses with a third party’s consent, it may impose such conditions as it thinks fit, including a condition requiring the payment of compensation to the third party.(7) The jurisdiction conferred on the court by subsections (4), (5) and (6) shall be exercisable by both the High Court and a District Court.Defences, etc., available to promisor4.—(1) Subsections (2) to (5) shall apply where proceedings for the enforcement of a term of a contract are brought by a third party in reliance on section 2.(2) The promisor shall have available to him, by way of defence or set-off, any matter that —(a)arises from or in connection with the contract and is relevant to the term; and(b)would have been available to him by way of defence or set-off if the proceedings had been brought by the promisee.(3) The promisor shall also have available to him, by way of defence or set-off, any matter if —(a)an express term of the contract provides for it to be available to him in proceedings brought by the third party; and(b)it would have been available to him by way of defence or set-off if the proceedings had been brought by the promisee.(4) The promisor shall also have available to him —(a)by way of defence or set-off any matter; and(b)by way of counterclaim any matter not arising from the contract,that would have been available to him by way of defence or set-off or by way of counterclaim against the third party, as the case may be, if the third party had been a party to the contract.(5) Subsections (2) and (4) are subject to any express term of the contract as to the matters that are not to be available to the promisor by way of defence, set-off or counterclaim.(6) Where, in any proceedings brought against him, a third party seeks to enforce a term of a contract (including, in particular, a term purporting to exclude or limit liability) in reliance on section 2, he may not do so if he could not have done so (whether by reason of any particular circumstances relating to him or otherwise) had he been a party to the contract.Enforcement of contract by promisee5.Section 2 shall not affect any right of the promisee to enforce any term of the contract.Protection of promisor from double liability6. Where under section 2, a term of a contract is enforceable by a third party, and the promisee has recovered from the promisor a sum in respect of —(a)the third party’s loss in respect of the term; or(b)the expense to the promisee of making good to the third party the default of the promisor,then, in any proceedings brought in reliance on that section by the third party, the court or arbitral tribunal shall reduce any award to the third party to such extent as it thinks appropriate to take account of the sum recovered by the promisee. Exceptions7.—(1) Section 2 shall not confer any right on a third party in the case of a contract ona bill of exchange, promissory note or other negotiable instrument.(2) Section 2 shall not confer any right on a third party in the case of any contract binding on a company and its members under section 39 of the Companies Act (Cap.50).(2A) Section 2 shall not confer any right on a third party in the case of any registration document of a limited liability partnership registered under the Limited Liability Partnerships Act 2005 or any limited liability partnership agreement as defined in that Act.[5/2005 wef 11/04/2005](3) Section 2 shall not confer any right on a third party to enforce any term of a contract of employment against an employee.(4) Section 2 shall not confer any right on a third party in the case of —(a)a contract for the carriage of goods by sea; or(b)a contract for the carriage of goods by rail or road, or for the carriage of cargo by air, which is subject to the rules of the appropriate international transport convention, except that a third party may in reliance on that section avail himself of an exclusion or limitation of liability in such a contract.(5) In subsection (4)—“appropriate international transport convention” means—(a)in relation to a contract for the carriage of cargo by air, the Convention which has the force of law in Singapore under section 3 of the Carriage by Air Act (Cap. 32A); (b)in relation to a contract for the carriage of goods by rail, such Convention which has the force of law in Singapore under such written law as the Minister may by order prescribe; and(c)in relation to a contract for the carriage of goods by road, such Convention which has the force of law in Singapore under such written law as the Minister may by order prescribe;“contract for the carriage of goods by sea” means a contract of carriage—(a)contained in or evidenced by a bill of lading, sea waybill or a corresponding electronic transaction; or(b)under or for the purposes of which there is given an undertaking which is contained ina ship’s d elivery order or a corresponding electronic transaction.(6) For the purposes of subsection (5)—(a)“bill of lading”, “sea waybill” and “ship’s delivery order” have the same meanings as in the Bills of Lading Act (Cap. 384); and(b)a corresponding electronic transaction is a transaction within section 1(5) of the Bills of Lading Act which corresponds to the issue, indorsement, delivery or transfer of a bill of lading, sea waybill or ship’s delivery order.Supplementary provisions relating to third party8.—(1) Section 2 shall not affect any right or remedy of a third party that exists or is available apart from this Act.(2) Section 2(2) of the Unfair Contract Terms Act (Cap. 396) (exclusion of or restriction on liability for negligence) shall not apply where the negligence consists of the breach of an obligation arising from a term of a contract and the person seeking to enforce it is a third party acting in reliance on section 2.(3) In section 6 of the Limitation Act (Cap. 163), the references to an action founded on a contract shall include references to an action brought in reliance on section 2 relating to a contract.(4) A third party shall not, by virtue of section 2(5) or 4(4) or (6), be treated as a party to the contract for the purposes of any other written law.Arbitration provisions9.—(1) Where —(a)a right under section 2 to enforce a term (referred to in this section as the substantive term) is subject to a term providing for the submission of disputes to arbitration (referred to in this section as the arbitration agreement); and(b)the arbitration agreement is an agreement in writing for the purposes of the Arbitration Act (Cap. 10) or Part II of the International Arbitration Act (Cap. 143A), the third party shall be treated for the purposes of the Arbitration Act or the International Arbitration Act, as the case may be, as a party to the arbitration agreement as regards disputes between himself and the promisor relating to the enforcement of the substantive term by the third party.(2) Where —(a)a third party has a right under section 2 to enforce a term providing for one or more descriptions of dispute between the third party and the promisor to be submitted to arbitration (referred to in this section as the arbitration agreement);(b)the arbitration agreement is an agreement in writing for the purposes of the Arbitration Act or Part II of the International Arbitration Act; and(c)the third party does not fall to be treated under subsection (1) as a party to the arbitration agreement,the third party shall, if he exercises the right, be treated for the purposes of the Arbitration Act (Cap. 10) or the International Arbitration Act (Cap. 143A), as the case may be, as a party to the arbitration agreement in relation to the matter with respect to which the right is exercised, and be treated as having been so immediately before the exercise of the right.。

英文合约签署和证明部分

英文合约架构中的最后一个部份就是结尾辞与当事人的签名。

除了表明签名人确实有签名的正当权限外，还会载明签名的日期。

至于签名栏的部份，如果当事人是公司的话，除了要盖公司印鉴以外，还要有代表人的签名，并且通常会注明代表人的职位(title)、签署职权等。

一、签署例：本文件之签署人已详细阅读上述之协议，并获得充分授权后，代表双方当事人缔结之,特此为证。

All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.例：IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by duly authorized representatives & of both parties on the date and year first written above.By: 代表人：By: 代表人：Title:职务Title:职务本约由被授权之人，于本约序文所记载日期，代表双方当事人缔结之，特此为证。

在合同中IN WITNESS WHEREOF 作为所协议事项的证据，该短语常用于合同的结尾条款。

结束语，通常以IN WITNESS WHEREOF开头，意思是“作为所协议事项的证据“，全用大写，承诺从是日起，合约就由双方授权的高级职员或代表执行。

例：IN WITNESS WHEREOF, the parties have executed this Contract in duplicate by their duly authorized representatives on the date first above written.作为所协议事项的证据，双方授权代表于上面首次写明的日期正式签订本协议一式两份。

英文三方协议

英文三方协议A trilateral agreement is a legally binding contract or arrangement between three parties. It can be used in various settings, such as business, diplomacy, or government. The purpose of a trilateral agreement is to establish the rights, obligations, and responsibilities of each party involved.Trilateral agreements are typically more complex than bilateral agreements due to the involvement of an additional party. They require careful consideration and negotiation to ensure that the interests and objectives of all three parties are met.In business, a trilateral agreement may be used when several companies collaborate on a project or joint venture. This agreement would outline the roles, responsibilities, and profit-sharing arrangements between the companies involved.In diplomacy, a trilateral agreement could be used to resolve conflicts or address issues between three countries. This agreement would establish the terms and conditions for cooperation and potentially lead to the resolution of disputes.In government, a trilateral agreement may be used to address policy or operational matters between three governmental entities. This agreement would outline the areas of collaboration and the procedures for decision-making and implementation.Overall, a trilateral agreement serves as a framework for cooperation and collaboration between three parties, ensuring that all parties' interests are protected and all obligations are fulfilled.。

合同书争议解决

合同书争议解决英文回答：Dispute Resolution Clauses in Contracts。

Dispute resolution clauses are an essential part of any contract. They set out the procedures for resolvingdisputes that may arise between the parties to the contract. Well-drafted dispute resolution clauses can help to avoid costly and time-consuming litigation.There are a number of different types of dispute resolution clauses. The most common types are:Negotiation: This is the simplest and least formal method of dispute resolution. The parties simply try towork out their differences through direct negotiation.Mediation: This is a more formal method of dispute resolution. The parties meet with a neutral third party,known as a mediator, who helps them to negotiate a settlement.Arbitration: This is a binding form of dispute resolution. The parties present their case to a neutralthird party, known as an arbitrator, who makes a decision that is binding on both parties.Litigation: This is the most formal and adversarial method of dispute resolution. The parties present theircase to a judge or jury, who makes a decision that is binding on both parties.The choice of dispute resolution clause will depend ona number of factors, including the nature of the dispute,the parties' relationship, and the amount of money at stake.When drafting a dispute resolution clause, it is important to consider the following factors:The scope of the clause: The clause should clearlystate what disputes are covered by the clause.The process for initiating a dispute: The clauseshould set out the procedure for one party to initiate a dispute with the other party.The time limits for resolving a dispute: The clause should set out the time limits for resolving a dispute.The costs of dispute resolution: The clause should set out who will be responsible for the costs of dispute resolution.It is also important to consider whether the dispute resolution clause should be confidential. A confidential clause will prevent the parties from disclosing the details of the dispute to third parties.Dispute resolution clauses are an important part of any contract. By carefully drafting a dispute resolution clause, you can help to avoid costly and time-consuming litigation.中文回答：合同中的争议解决条款。

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18-11-9900:18:39ch3199a00a ACTA Unit:paga RA Proof2.11.99Contracts(Rights of ThirdParties)Act1999CHAPTER31ARRANGEMENT OF SECTIONSSection1.Right of third party to enforce contractual term.2.Variation and rescission of contract.3.Defences etc.available to promisor.4.Enforcement of contract by promisee.5.Protection of promisor from double liability.6.Exceptions.7.Supplementary provisions relating to third party.8.Arbitration provisions.9.Northern Ireland.10.Short title,commencement and extent.ELIZABETH II c.31Contracts (Rights of Third Parties)Act 19991999CHAPTER 31An Act to make provision for the enforcement of contractual terms by third parties.[11th November 1999]Be it enacted by the Queen’s most Excellent Majesty,by and with the advice and consent of the Lords Spiritual and Temporal,and Commons,in this present Parliament assembled,and by the authority of the same,as follows:—1.—(1)Subject to the provisions of this Act,a person who is not a party Right of third party to enforce to a contract (a “third party”)may in his own right enforce a term of the contractual term.contract if—(a)the contract expressly provides that he may,or(b)subject to subsection (2),the term purports to confer a beneﬁt on him.(2)Subsection (1)(b)does not apply if on a proper construction of the contract it appears that the parties did not intend the term to be enforceable by the third party.(3)The third party must be expressly identiﬁed in the contract by name,as a member of a class or as answering a particular description but need not be in existence when the contract is entered into.(4)This section does not confer a right on a third party to enforce a term of a contract otherwise than subject to and in accordance with any other relevant terms of the contract.(5)For the purpose of exercising his right to enforce a term of the contract,there shall be available to the third party any remedy that would have been available to him in an action for breach of contract if he had been a party to the contract (and the rules relating to damages,injunctions,speciﬁc performance and other relief shall apply accordingly).2 c.31Contracts(Rights of Third Parties)Act1999(6)Where a term of a contract excludes or limits liability in relation toany matter references in this Act to the third party enforcing the term shallbe construed as references to his availing himself of the exclusion orlimitation.(7)In this Act,in relation to a term of a contract which is enforceableby a third party—“the promisor”means the party to the contract against whom theterm is enforceable by the third party,and“the promisee”means the party to the contract by whom the term isenforceable against the promisor.2.—(1)Subject to the provisions of this section,where a third party has Variation andrescission of a right under section1to enforce a term of the contract,the parties to the contract.contract may not,by agreement,rescind the contract,or vary it in such a way as to extinguish or alter his entitlement under that right,without hisconsent if—(a)the third party has communicated his assent to the term to thepromisor,(b)the promisor is aware that the third party has relied on theterm,or(c)the promisor can reasonably be expected to have foreseen thatthe third party would rely on the term and the third party hasin fact relied on it.(2)The assent referred to in subsection(1)(a)—(a)may be by words or conduct,and(b)if sent to the promisor by post or other means,shall not beregarded as communicated to the promisor until received byhim.(3)Subsection(1)is subject to any express term of the contract underwhich—(a)the parties to the contract may by agreement rescind or vary thecontract without the consent of the third party,or(b)the consent of the third party is required in circumstancesspeciﬁed in the contract instead of those set out in subsection(1)(a)to(c).(4)Where the consent of a third party is required under subsection(1)or(3),the court or arbitral tribunal may,on the application of the partiesto the contract,dispense with his consent if satisﬁed—(a)that his consent cannot be obtained because his whereaboutscannot reasonably be ascertained,or(b)that he is mentally incapable of giving his consent.(5)The court or arbitral tribunal may,on the application of the partiesto a contract,dispense with any consent that may be required undersubsection(1)(c)if satisﬁed that it cannot reasonably be ascertainedwhether or not the third party has in fact relied on the term.(6)If the court or arbitral tribunal dispenses with a third party’sconsent,it may impose such conditions as it thinksﬁt,including acondition requiring the payment of compensation to the third party.3c.31Contracts (Rights of Third Parties)Act 1999(7)The jurisdiction conferred on the court by subsections (4)to (6)is exercisable by both the High Court and a county court.3.—(1)Subsections (2)to (5)apply where,in reliance on section 1,Defences etc.available to proceedings for the enforcement of a term of a contract are brought by a promisor.third party.(2)The promisor shall have available to him by way of defence or set-o ﬀany matter that—(a)arises from or in connection with the contract and is relevant to the term,and(b)would have been available to him by way of defence or set-o ﬀif the proceedings had been brought by the promisee.(3)The promisor shall also have available to him by way of defence or set-o ﬀany matter if—(a)an express term of the contract provides for it to be available to him in proceedings brought by the third party,and(b)it would have been available to him by way of defence or set-o ﬀif the proceedings had been brought by the promisee.(4)The promisor shall also have available to him—(a)by way of defence or set-o ﬀany matter,and(b)by way of counterclaim any matter not arising from the contract,that would have been available to him by way of defence or set-o ﬀor,as the case may be,by way of counterclaim against the third party if the third party had been a party to the contract.(5)Subsections (2)and (4)are subject to any express term of the contract as to the matters that are not to be available to the promisor by way of defence,set-o ﬀor counterclaim.(6)Where in any proceedings brought against him a third party seeks in reliance on section 1to enforce a term of a contract (including,in particular,a term purporting to exclude or limit liability),he may not do so if he could not have done so (whether by reason of any particular circumstances relating to him or otherwise)had he been a party to the contract.4.Section 1does not a ﬀect any right of the promisee to enforce any Enforcement of contract by term of the contract.promisee.Protection of 5.Where under section 1a term of a contract is enforceable by a third promisor from party,and the promisee has recovered from the promisor a sum in double liability.respect of—(a)the third party’s loss in respect of the term,or(b)the expense to the promisee of making good to the third party the default of the promisor,then,in any proceedings brought in reliance on that section by the third party,the court or arbitral tribunal shall reduce any award to the third party to such extent as it thinks appropriate to take account of the sum recovered by the promisee.4 c.31Contracts(Rights of Third Parties)Act1999Exceptions. 6.—(1)Section1confers no rights on a third party in the case of a contract on a bill of exchange,promissory note or other negotiableinstrument.(2)Section1confers no rights on a third party in the case of anycontract binding on a company and its members under section14of theCompanies Act1985.1985c.6.(3)Section1confers no right on a third party to enforce—(a)any term of a contract of employment against an employee,(b)any term of a worker’s contract against a worker(including ahome worker),or(c)any term of a relevant contract against an agency worker.(4)In subsection(3)—(a)“contract of employment”,“employee”,“worker’s contract”,and“worker”have the meaning given by section54of theNational Minimum Wage Act1998,1998c.39.(b)“home worker”has the meaning given by section35(2)of thatAct,(c)“agency worker”has the same meaning as in section34(1)of thatAct,and(d)“relevant contract”means a contract entered into,in a casewhere section34of that Act applies,by the agency worker asrespects work falling within subsection(1)(a)of that section.(5)Section1confers no rights on a third party in the case of—(a)a contract for the carriage of goods by sea,or(b)a contract for the carriage of goods by rail or road,or for thecarriage of cargo by air,which is subject to the rules of theappropriate international transport convention,except that a third party may in reliance on that section avail himself ofan exclusion or limitation of liability in such a contract.(6)In subsection(5)“contract for the carriage of goods by sea”meansa contract of carriage—(a)contained in or evidenced by a bill of lading,sea waybill or acorresponding electronic transaction,or(b)under or for the purposes of which there is given an undertakingwhich is contained in a ship’s delivery order or a correspondingelectronic transaction.(7)For the purposes of subsection(6)—(a)“bill of lading”,“sea waybill”and“ship’s delivery order”havethe same meaning as in the Carriage of Goods by Sea Act 1992c.50.1992,and(b)a corresponding electronic transaction is a transaction withinsection1(5)of that Act which corresponds to the issue,indorsement,delivery or transfer of a bill of lading,sea waybillor ship’s delivery order.(8)In subsection(5)“the appropriate international transportconvention”means—5c.31Contracts (Rights of Third Parties)Act 1999(a)in relation to a contract for the carriage of goods by rail,the Convention which has the force of law in the United Kingdom under section 1of the International Transport Conventions 1983c.14.Act 1983,(b)in relation to a contract for the carriage of goods by road,the Convention which has the force of law in the United Kingdom under section 1of the Carriage of Goods by Road Act 1965,and1965c.37.(c)in relation to a contract for the carriage of cargo by air—(i)the Convention which has the force of law in the United Kingdom under section 1of the Carriage by Air Act 1961,or1961c.27.(ii)the Convention which has the force of law under section 1of the Carriage by Air (Supplementary Provisions)1962c.43.Act 1962,or(iii)either of the amended Conventions set out in Part B of Schedule 2or 3to the Carriage by Air Acts (Application of S.I.1967/480.Provisions)Order 1967.7.—(1)Section 1does not a ﬀect any right or remedy of a third party Supplementary provisions relating that exists or is available apart from this Act.to third party.(2)Section 2(2)of the Unfair Contract Terms Act 1977(restriction on 1977c.50.exclusion etc.of liability for negligence)shall not apply where the negligence consists of the breach of an obligation arising from a term of a contract and the person seeking to enforce it is a third party acting in reliance on section 1.(3)In sections 5and 8of the Limitation Act 1980the references to an 1980c.58.action founded on a simple contract and an action upon a specialty shall respectively include references to an action brought in reliance on section 1relating to a simple contract and an action brought in reliance on that section relating to a specialty.(4)A third party shall not,by virtue of section 1(5)or 3(4)or (6),be treated as a party to the contract for the purposes of any other Act (or any instrument made under any other Act).8.—(1)Where—Arbitration provisions.(a)a right under section 1to enforce a term (“the substantive term”)is subject to a term providing for the submission of disputes to arbitration (“the arbitration agreement”),and(b)the arbitration agreement is an agreement in writing for thepurposes of Part I of the Arbitration Act 1996,1996c.23.the third party shall be treated for the purposes of that Act as a party to the arbitration agreement as regards disputes between himself and the promisor relating to the enforcement of the substantive term by the third party.(2)Where—(a)a third party has a right under section 1to enforce a term providing for one or more descriptions of dispute between the third party and the promisor to be submitted to arbitration (“the arbitration agreement”),(b)the arbitration agreement is an agreement in writing for the purposes of Part I of the Arbitration Act 1996,and6 c.31Contracts(Rights of Third Parties)Act1999(c)the third party does not fall to be treated under subsection(1)asa party to the arbitration agreement,the third party shall,if he exercises the right,be treated for the purposesof that Act as a party to the arbitration agreement in relation to the matterwith respect to which the right is exercised,and be treated as having beenso immediately before the exercise of the right.9.—(1)In its application to Northern Ireland,this Act has eﬀect with Northern Ireland.the modiﬁcations speciﬁed in subsections(2)and(3).(2)In section6(2),for“section14of the Companies Act1985”there 1985c.6.is substituted“Article25of the Companies(Northern Ireland)Order S.I.1986/1032(N.I.6).1986”.(3)In section7,for subsection(3)there is substituted—“(3)In Articles4(a)and15of the Limitation(Northern Ireland) S.I.1989/1339(N.I.11).Order1989,the references to an action founded on a simple contractand an action upon an instrument under seal shall respectivelyinclude references to an action brought in reliance on section1relating to a simple contract and an action brought in reliance onthat section relating to a contract under seal.”.(4)In the Law Reform(Husband and Wife)(Northern Ireland)Act 1964c.23(N.I.).1964,the following provisions are hereby repealed—(a)section5,and(b)in section6,in subsection(1)(a),the words“in the case of section4”and“and in the case of section5the contracting party”and,in subsection(3),the words“or section5”.10.—(1)This Act may be cited as the Contracts(Rights of Third Short title,commencement Parties)Act1999.and extent.(2)This Act comes into force on the day on which it is passed but,subject to subsection(3),does not apply in relation to a contract enteredinto before the end of the period of six months beginning with that day.(3)The restriction in subsection(2)does not apply in relation to acontract which—(a)is entered into on or after the day on which this Act is passed,and(b)expressly provides for the application of this Act.(4)This Act extends as follows—(a)section9extends to Northern Ireland only;(b)the remaining provisions extend to England and Wales andNorthern Ireland only.?Crown copyright1999Printed in the UK by The Stationery Oﬃce Limitedunder the authority and superintendence of Carol Tullo,Controller ofHer Majesty’s Stationery Oﬃce and Queen’s Printer of Acts of Parliament。