合同知识-商务合同英文版(ppt 40页)

CONTRACTS 指导老师：丁建江指导老师：丁建江 授课人：谭静授课人：谭静 夏婷夏婷 蒋文香蒋文香 Types of Contract Sales/Purchase Contract Technology Transfer Agreement . Types of Contract 1. Definition: Briefly, contract is a promise enforceable by law which may be to do something or to refrain from doing something. It requires the mutual assent of two or more persons, one of them making an order and another accepting. If one of them fails to keep the promise, the other will take a legal action against him. In addition to, contract also has different forms, it can be made by verbal form, written form or a form expect two of the former forms, both parties will live up to their words. For large or important deals, formal contract should be written with detailed conditions agreed upon by the parties concerned. . Kinds of contracts In international trade, we generally divided it into 6 parts: 1. Commodity Trade : Sales Confirmation S/C 买卖合同 Agency Contract 代理合同 Consignment Contract 寄售合同 Barter Contract 易货合同 Compensation Trade Contract 补偿贸易合同 Complete sets of equipment import contract 成套设备进口合同 Exclusive Sale 包销合同 Custodian contract 保管合同 2. Labour Service: Engineering Contract 工程承包合同工程承包合同 Project Cooperation Contract 工程合作合同工程合作合同 Labor Cooperation Contract 劳务合作合同劳务合作合同 Processing with Customers Materials Contract 来料加工合同来料加工合同 Contract for work 承揽合同承揽合同 Processing Contract 加工装配合同加工装配合同 Ship Repair Contract 船舶修理合同船舶修理合同 3.Science & Technology : Technological Development Contract 技术开发合同 Technical Cooperation Contract 技术合作合同 Technical Contract 技术引进合同 Technology Transfer Contract 技术转让合同 Patent Licensing Implementation of the Contract 专利许可实施合同 4.Investment: Sino-foreign Joint Venture Enterprise Contract 中外合资经营企业合同 Sino-foreign Cooperative Enterprises Contract 中外合作经营业务合同 Production Cooperation Contract 合作生产合同 Contract for Permitting the use of the Trademark 商标使用许可合同 5. Capital Financing: Commercial Credit Contract 商业信贷合同 Bank Credit Contract 银行信贷合同 Compensation Trade Contract 补偿贸易贷款合同 Technology Loan Contract 引进技术贷款合同 Import Equipment Contract 进口设备贷款合同 Infrastructure Projects Loan Contract 基建工程项目贷 款合同 Development Fund Loan Contract 开发基金贷款合同 Fund Loan Contract Agreement 协议基金贷款合同 Special Loan Contract 专项贷款合同 Others: Guarantee Contracts 保证合同 Insurance Contract 保险合同 Commissioning Contract 委托合同 Lease Contract 租赁合同 Labor Contract 职工劳动合同 Training Contract 培训合同 Advertising Contract 登刊广告合同 Contract Arbitration Contract 仲裁合同 Contract Management Contact 经营管理 The content of contract: The names, nationality, premise of related parties The date, venue for contract signature The types or ranges of contract or objective The quantity, standard, specification, quality of the commodity The term, ways of implementation The price term, the amount and ways of payment, terms of delivery (FOB/CIF/CFR) and additional charges The country of origin and manufacturers Whether it is transferable or not, if it is allowed clarify the conditions The compensation and responsibilities caused breach the contract The solution for dispute The right alphabets and effectiveness of contract 注意： 视合同所需而设定的条款。承担条款和保险范 围条款 ,以便明确责任 ,避免不必要的争议 . B. 对需要长期连续履行的合同 ,应当规定有效 期限 . C. 当事人可以在合同中约定的条款 .这是一种 任意性条款 ,当事人可以约定也可以不约定 .这 类条款依合同类别不同而各有差异 .合同法特 别提示了担保条款 :合同双方当事人都必须提 供担保 ,包括人的担保和物的担保 . D. 该合同所涉及到的法定条款 .合同如不具备 这些条款 ,就得不到批准 ,则视为该合同无效 . 因而 ,这些条款也就成了法定条款 . Sales Contract 定义： 买卖合同是指一方当事人 向另一方转移标的物所有权，另一 方当事人支付价款的合同。在这一 合同关系中，按照 约定转移标的 物所有权的一方为出卖人，接受所 有权并支付价款的一方为买受人。 特征： (l)买卖合同是转移标的物所有权的合 同。当事人实施买卖合同，卖方不仅要将 标的物交付给买方，而且要将所有权一并 转移。 (2)买卖合同是双务合同。买卖合同的 当事人双方都事有一定的权利，同时又负 有相应 的义务。 (3)买卖合同是有偿合同。买卖合同的 有偿性是指合同的任何一方当事人的获得 都以自 己的付出为代价。 (4)买卖合同是诺成合同。买卖合同的 双方当事人就买 卖事宜意思表示一致 ，合同即告成立，而不以标的物的实际交 付为成立条件。 :The negotiation and conclusion of the Sales Contract : The fulfillment of sales contract :The negotiation and conclusion of the Sales Contract 1.The contents of business negotiation Including Commodity, quality, quantity, unit price, total value, shipment, term of payment, packing ,marking and Nos., insurance, claims, force majeure, arbitration and so on 2. The forms of business negotiation Verbal form Written form Including letter, telex, E-mail etc. 3. The basic procedures of business negotiation 1) Invitation to offer and inquiry 例 1 买 方 询盘 Please quote the lowest price CFR SINGAPORE for 500 pieces FLYING PIGEON BRAND bicycles May Shipment, cable promptly. 例 2 卖 方 询盘 Can supply FLYING PIGEON BRAND bicycles May Shipment, please cable if interested. 发盘 通常用的一些 词 句，如 ： 请 告（ Please advise ）， 请电 告（ Please advise by telex ）， 对 有 兴 趣， 请 （ Interested in , please ）， 请报 价 (Please quote) 2) Offer 例 ： Offer 5000 dozen short shirts sampled March 15th USD 840.50 per dozen CIF NEW YORK export standard packing May/June shipment irrevocable sight L/C subject reply here 20th 3) Counter-offer 例：前面所 举 的运 动 衫 发盘 的受 盘 人根据 发盘 作出如下 还盘 ： Your cable 10th counter offer USD 70 per dozen CIF NEW YORK, May shipment D/P 30 days 原 发盘 人再作 还盘 ： Your cable 12th lowest price USD 75 per dozen CIF NEW YORK, May shipment irrevocable sight L/C 4) Acceptance 例：受 盘 人在 电报 中答复如下： Yours 12th accepted 4. The agreement of contract and the signing of written contract After business negotiation of both parties ,business is reached and the contract is agreed if the offer of one party is accepted by another. The form of written contract Contract(正式合同 ),Confirmation, Agreement, Memorandum, Letter of intent(意向书 ), Order, Indent(委托定单 ) and so on The contents of written contract l The head: The name of the contract, the name of both parties and place. l The body: The same as the contents of business negotiation l The tail: The time and place of signing contract and the time of contract taking effective ,signature and so on When a seller or a buyer agrees completely with the terms and conditions of an offer, order, or a counter-offer, he will send a sales contract (or: confirmation ) to the other side to ask for counter- signature. The specimen of Sales Contract （买卖合同范本） :The fulfillment of Sales Contract 1. The fulfillment of export contract 1) Preparing for goods, applying to inspection 2) Urging the opening of documents ,Checking documents, Amending documents 3) Shipping, effecting insurance and applying to customs 4) Making documents and remitting Main documents here refers to B/L, Commercial invoice, B/E, insurance policy 2. The fulfillment of import contract 1) Opening L/C 2) Arranging ships for receiving goods 3) Effecting insurance 4) Checking documents and paying accounts 5) Applying to customs 6) Checking and accepting goods. Technology Transfer Agreement The Technology Agreement can be classified as follows: Technology Development Agreement 技术开发合同 Technology Consultation Agreement 技术咨询合同 Technology Service Agreement 技术服务合同 Technology Transfer Agreement 技术转让合同 Patent Licensing implementation of the contract 专利实施许可合同 1.Definition: It refers to litigant contract which is on the patent transfer, the patented claim power transfer, the patent implementation permission, the non- patent technology transfer. 2.Terms: Preamble (前言 ) Article1 Definition (定义 ) Article2 Subject of the Agreement(协议宗旨 ) Article3 Technical Documentation (技术资料 ) Article4 Technical Modifications and Improvements (技术修改和改进 ) Article5 Delivery of Technical Documentation (技术资料的交付 ) Article6 Training (培训 ) Article7 Consultation (咨询 ) Article8 Special Services(特殊服务 ) Article9 Trademark(商标 ) Article10 Industrial Property Rights and Know-how( 工业产权和专有技术 ) Article11 Manufacture of Contractual Products(合同 产品的制造 ) Article12 Product Quality(产品质量 ) Article13 Payments(支付 ) Article14 Force Majeure(不可抗力 ) Article15 Secrecy(保密 ) Article16 Liability(责任 ) Article17 Assignment and Amendment of the Agreement(协议的转让和修改 ) Article18 Term of the Agreement(协议期限 ) Article19 Partial Invalidity(部分失效 ) Article20 Failure of Exercise Rights(未行使权利 ) Article21 Effect upon Termination of the Agreement(协议终止的影响 ) Article22 Settlement of Disputes(纠纷的解决 ) Article23 Contractual Language(协议文字 ) Article24 Notices(通知 ) Important notes “Contract Products” refers to all types of the products designed, manufactured, assembled, or inspected with Know-how and Technical Documentation, details of which are specified in Appendix1. “Technical Documentation” means all the technical knowledge, know-how, standard calculations, data and information developed or otherwise generally used by Licensor pertaining to the manufacture, use and sale of the Licensed Products. . “Contract Territory” means the territory subject to the Government of the Peoples Republic of China. . “Industrial Property Rights” mean any or all rights under patents, utility models and application therefore presently owned or hereafter acquired by Licensor and/or which Licensor has or may have the right to control or grant license thereof during the term hereof and which are applicable to or may be used in manufacture of the Products. 3. Model Technology Transfer Agreement THIS AGREEMENT, made and entered into in (place of signature) on this day of - 20-by and between (name of one party) , a corporation organized and existing under the laws of (name of one country), with its domicile at (address) (hereinafter referred to as party A) and (name of the other party ), a corporation organized and existing under the laws of (name of country), with its domicile at (address) (hereinafter referred to as party B: WITNESSETH WHEREAS, Party A has been a leading trading company in the field of the said products and is willing to arrange the manufacture, assembly and marketing of the said products. WHEREAS, both parties are desirous to establish a joint venture company to manufacture, assemble and market the said products. NOW, THEREFORE, in consideration of premises and covenants hereinafter set forth, the parties hereto agree as follows : 4. The Rights and Obligations for both parties .The obligations of transferor a. to transfer technological achievements by appointment b. to take responsibility for the flaws in the technology transferred . The obligations of transferee a. to make payments to the transferor by appointment b. to use the technology during the period stipulated in the contract c. to keep the parts provide