秘书英语：Unit15

1、Unit 15 How Does a Secretary Deal with a Business Contract?本单元教学要求：1 了解合同的定义和作用2 熟悉合同的结构和写作方法3 掌握英语发音要领和语调Section 1 Talking about a Draft Contract一、背景知识合同是有约束力的协议，是一种承诺或一系列的承诺。对于违反合同的行为，法律会给予惩治。合同的实质内容，是当事人通过相互同意，创立可强制执行的义务，也就是说，缔约各方在法律上负有某种义务。在国际贸易中，若双方对合同货物无特殊要求的条件下，一般都采用商业合同的内容和形式进行交易。起草商业合同时，要严格

2、遵守商业合同的通用格式。一般来说，秘书虽然不是合同的主要起草人，但有责任协助负责人检查合同的内容以及严谨程度。此外，秘书还要按要求准备好与中文合同相对的英文版本。在翻译过程中，要注意译文的准确性和严谨性，以确保合同的有效性和合法性。二、课前提问1. Do you know what is a contract?2. Have you done anything with a contract?3. When do we need a contract?三、语言学习1. now that 既然：Now (that) you are grown up, you should not rely on

3、 your parents. 既然你长大了, 就不应该依靠你的父母。2. reach an agreement on something 对某事达成协议或取得一致意见：Have you ever reached an agreement on that business contract? 你们就那个商业合同达成协议了吗？3. draw up 草拟：The secretary has drawn up a list of gifts that will be bought for the foreign guests. 秘书已经将要买给外宾的礼物列好了清单。4. agree on someth

4、ing 同意某事，对某事达成一致意见：Do you agree on what the leader said? 你们同意领导所说的话吗？5. have (no) objection on （不）反对：No matter what I decide, he has no objection on it. 无论我做什么决定，他都不反对。四、参考答案III. Further Exercises 1. Restudy the dialogue and briefly answer the questions about it:1) When is a contract to be drawn up?

5、 When an agreement has been reached on all details of the contemplated transaction, a contract should be drawn up.2) What versions should a contract have? A contract should have both an English version and a Chinese version.3) How should the two versions of a contract have the same force? The Chines

6、e and English versions shall have the same force once they have been agreed on and signed by the representatives of the two sides.4) What important details of the contract are mentioned in the dialogue? I think you know all the important details that need to be mentioned, such as the registered name

7、 and address of your firm and those of mine.5）Why must all the relevant information in a contract be given as precisely as possible? In order to avoid any misunderstanding and dispute in the future all the relevant information concerning these points and the related terms and conditions must be give

8、n as precisely as possible.6) Do you think the foreign side agrees to use the contract format prepared and printed by the Chinese side? State your reasons.No. The foreign side can not accept the Chinese version because Chinese is not their working language. 2. Complete the following dialogue:A: Now,

9、 weve finally worked out the contract. Shall we make sure weve got everything right_(我们把所有条款都写进去) one more time?B: Okay. I think thats a good idea and will help clarify some important items that we may have overlooked. A: Here they are. First of all, about _ the format of our sales contract_ (销售合同格式

10、). B: I have no objections.A: Yes, all the contents are written _ in both Chinese and English_ (用中英文两种字文). In terms of law, theyre equally authentic.B: Great. Thanks. A: Now lets check the items in the sales contract. First, _ the names of our two companies and their addresses, the name of the commo

11、dity, specifications, quantity, unit price and the total amount _(我们两家公司的名称、地址、商品名称、规格、数量、单价和总金额) Do you think theyre okay? B: Yes, very good. But I want to point out here that shipment should be effected and completed _ before the end of June_(六月底前). We cant accept any delay.A: Of course not. But s

12、ince our price is determined on the basis of C & F, the insurance premium should be borne by your side.B: Certainly. _ please inform us immediately_ (请立即通知我们) when shipment is effected.A: No problem. Then everything else is stated clearly in the sales contract and you can go through them on your

13、 own. ( 如果有问题) _ Should there be a problem_, you can call us any time tomorrow before 5 p.m.B: Sounds good to me. When will the contract be ready?A: The day after tomorrow. At 3 oclock in the afternoon, well _ Sign the contract_ (签订合同). B: Excellent. Ill see you then.A: See you.4. Translate the foll

14、owing sentences into English.1) 我们需要起草一份合同了。It is necessary for us to draw up a contract.2) 该合同一经双方同意和签名后，中文和英文文本将具有同样的效力。The Chinese and English version shall have the same fore once they have been agreed on and signed by the representatives of the two sides.3) 我没有什么反对意见。I have no objection to this

15、 proposal.4) 那样行吗？ Will that be all right? Or will that do?5) 您明天能完成起草工作吗？Could you complete the drafting tomorrow?6) 我一定尽可能早地完成这项工作。 Ill do my best to finish the work as soon as possible.五、课文译文秘书怎样处理商业合同第一部分 起草商务合同A：既然我们已就这笔交易的全部细节都达成了协议，我们需要起草一份合同了。B: 我同意。谁来写初稿呢？A: 我的意见是，这份合同由你方以中文初步拟定，然后把它译成英文。该合

16、同一经双方同意和签名后，中文和英文文本将具有同样的效力。B: 对这建议，我没有什么反对意见。就起草合同，我们一直用我们公司自己打印的格式。那样行吗？A: 我想没什么不行的。只要你有英文文本。B: 那行。您认为，哪些重要的细节应该包括在我要起草然后交给你们考虑的合同里呢？A: 我想您知道哪些重要细节应该写在合同里。比如，像你我公司注册的名称和地址等。B: 可我现在正在考虑的是这份合同的主要内容，也就是那些设备的技术规格和价格。A: 显而易见，为了避免将来发生误会或争执，凡是有关这些细节和与之有联系的买卖条款和条件，都必须尽可能准确说明。B: 这点我同意。A: 您明天能完成起草工作吗？B: 我现在

17、还不能肯定地告诉您，但是我一定尽可能早地完成这项工作。六、课文录音全文(Zhang Yi is sent to talk about how to draw a contract draft with Mr. Brown in the meeting room of Oriental Trade Co. Mr. Brown is A and Zhang Yi is B.)A: Now that we have reached an agreement on all the details of the contemplated transaction, it is necessary for

18、us to draw up a contract. B: Yes, I think so. Who is to make the first draft?A: My opinion is still that you draft the contract first in Chinese and then have it translated into English. The Chinese and English versions shall have the same force once they have been agreed to and signed by the repres

19、entatives of the two sides.B: I have no objection to this proposal. But for this we always use the copies prepared and printed by our own company. Will that be all right?A: I guess so. As long as youve got an English version. B: OK. What are the important details you desire to be incorporated into t

20、he contract which I am going to draw up for your consideration?A: I think you know all the important details that need to be mentioned, such as the registered name and address of your firm and those of mine.B: But what I am thinking about is the technical specifications and prices of the goods that

21、are the subject matter of the contract.A: Well, it is quite clear that in order to avoid any misunderstanding and dispute in the future all the relevant information concerning these points and the related terms and conditions must be given as precisely as possible. B: I agree.A: Could you complete t

22、he drafting tomorrow?B: I cant tell you for sure now, but Ill do my best to finish the work as soon as possible.Section 2 Getting Some Knowledge of a Business Contract一、 背景知识国际货物买卖合同是指营业地处于不同国家或地区的买卖双方当事人之间，一方提供货物，收取价款，另一方接受货物，支付货款的协议。它是确定当事人权利和义务的依据。国际货物买卖合同中的供货方是出口商，或称卖方，受货方是进口商，或称买方。国际货物买卖合同一般应采用

23、书面形式。书面形式是指：1中国合同法规定:合同书、信件和数据电文（包括电报、传真、电子数据交换和电子邮件）等可以有形地表现所载内容的形式。2联合国国际货物销售公约第20条第（1）款规定，书面形式并不包括传真、电子数据交换和电子邮件。卖方的义务：按照合同及有关法律的规定交付货物，移交一切与货物有关的单据并转移货物所有权。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。该货物必须是第三方不能提出任何权利或要求(包括知识产权的权利要求)的。货物所有权自货物交付时起转移，除非法律另有规定或当事人另有约定。买方的义务：买方的义务为支付货款和收取货物。国际货物买卖

24、合同纠纷一般通过仲裁解决。在中国，解决此类纠纷的机构为中国国际经济贸易仲裁委员会。该仲裁委员会在上海和深圳设有分会。二、课前提问1. What is a business contract? 2. What is there in a contract?3. What contracts do we have ?4. How can a contract be enforceable by law?5. Has a contract anything to do with a secretary?三、语言学习1. carry out 执行，完成，贯彻：A new policy will be

25、carried out from next week. 从下星期开始公司就要执行新政策了。2. in practice 在实践中，实际上：3. lead to 导致，通向：The lane leads to that mythical castle. 这条小巷通往那座神秘的古堡。His behavior led to his fathers anger with him. 他的行为惹得他爸爸生气。4. insist on 坚持：I insisted on his coming with us. 我坚持要求他和我们一起来。5. in case of 假设，万一：You have to remem

26、ber the number so that you can call it in case of emergency. 你要记住这个号码，这样万一有紧急情况可以打电话。6. make certain 确定：Do you make certain that you wont tell her the secret? 你确定要不告诉她这个秘密吗？7. distinguish from 区别，识别：Speeches distinguish men from the animals. 言语使人区别于动物。8. intend to 打算，想要：The journalist intended to re

27、port that shocking news at last. 这位记者终于打算报道这个令人震惊的消息了。9. result in 导致：Acting before thinking always results in failure. 做事不先考虑总会导致失败。10. combine with 与结合：Combining theory with practice can make things work efficiently. 理论与实践相结合可以使事情高效地进行。四、参考答案III. Further Exercises1. Restudy the passage and briefly

28、 answer the questions about it:1). What is a contract? A contract is an agreement by which two parties mutually promise to buy or sell some products.2). When should a formal contract be prepared in duplicate? When the goods ordered represent a considerable value, a formal contract including all term

29、s of the agreement should be prepared in duplicate.3). What does a contract have to include? To be enforceable by law, a contract must include the offer and acceptance.4). What are the essential elements of a contract? These elements include a clear description of the goods ordered without ambiguity

30、, the purchase price and the terms of payment, and the terms of delivery, including packing and invoicing, transportation and insurance.5). What offer can result in a binding contract? Only an offer which contains the essential elements will, if accepted, result in a binding contract.6). Why didnt t

31、he court hold that there was no contract in the quoted instance? The court held that there was no contract because the buyers introduced two new terms, one to delivery, and the other to payment.2. Fill in the blanks with proper articles if necessary.1). A contract is _an_ agreement by which two part

32、ies mutually promise to buy or sell some products.2). A reasonable exporter should at least insist on strict observance of _the_ legal requirements in case of orders that are not routine transactions. 3). Each copy should be signed by both parties, and each party should retain _a_ copy of the contra

33、ct.4). To be enforceable by law, _a_ contract must include offer and acceptance. 5). _The_ other party who accepts the offer is called offeree. 6). Only _an_ offer which contains the essential elements will, if accepted, result in a binding contract.3. Write out the right form of the given verb for

34、each blank.1). A contract is an agreement by which two parties mutually _promise_ (promise) to buy or sell some products.2). An executory contract _is_ (be) one that is yet to performed. 3). In practice, some informal contracts may only be _reached_(reach) orally. 4). The other party who _acceptance

35、_(accept) the offer is called offeree. 5). Generally speaking, the order of the overseas buyer _represents_ (represent) an offer to conclude the contract of sale. 6). The seller should make certain that the essential elements of the contract _are_(be) clearly stated in the communications.7). The cou

36、rt held that there _was_(be) no contract because the buyers introduced two new terms, one to delivery, and the other to payment. 8). The seller _doesnt or does not_ ( do not) have to accept this counteroffer. 5. Translate the following sentences into English 1） 一个明智的出口商至少应该在非常规的订货贸易中坚持严格按法规履约。 A rea

37、sonable exporter should at least insist on strict observance of the legal requirements in case of orders that are not routine transactions.2）一个合同必须包括发盘与接受，才能有法律效应。 To be enforceable by law, a contract must include offer and acceptance.3）接受必须是不附加任何条件的，不受限制的。 The acceptance must be unconditional and u

38、nqualified.4）发盘必须与报价单区别开来。 An offer must be distinguished from a quotation.5）外商的订单表示一种想缔结销售合同的发盘。 The order of overseas buyer represents an offer to conclude a sales contract.6Translate the passage into Chinese.Contracts are so much a part of living in a society that you are probably unaware of how

39、many contracts you make every day. In the broadest sense, a contract is simply an agreement that defines a relationship between one or more parties. Two people exchanging wedding vows enter into a contract of marriage; a person who has a child contracts to nurture and support that child; shoppers se

40、lecting food in a market contract to purchase the goods for a stated amount. 合同是社会生活中太常见的一部分以至于你大概都意识不到一天当中你要签订多少合同。从广义上说，合同就是界定合同双方或多方关系的协议。两个交换了结婚誓言的男女缔结了婚约合同，声有孩子的人有约抚养这个孩子长大，在超市选择食品的顾客有约按商品表明的价格购买商品。简而言之，商业合同就是两方或多方为生意成交签订的协议。五、课文译文第二部分 学习商务合同一份合同就是买卖双方共同保证买卖某些产品的协定。Executed Contract是双方已执行的合同。Ex

41、ecutory Contract是将有执行权的合同。在商业性为中，有些非正式合同是口头达成的。这是可以理解的，但可能酿成严重后果。明智的出口商至少应在非惯例的交易中坚持严格按法规履约。当定购货物金额数较大时，应准备一式两份包含协议所有条款的合同，双方需要在每份合同上签字，然后各方保留一份。一份合同必须包括报盘和接受，才能有法律效应。报盘的一方叫报盘人。接受报盘的一方叫接盘人。一般来说，外商的订单表示一种想缔结销售合同的报盘。卖方应确保在双方往来的信函中清楚地表明合同的重要要素。这些重要的要素包括所定购商品的明确描述、购买价格、支付条件、交货条件、包装、开发票、运输和保险。报盘必须区别于报价，如

42、果报价只是邀请对方报盘。只有包括重要要素的报盘被接受时，才能缔结有约束力的合同。买方寄送给出口商的报盘通常是以得到一份印制好的表格表示接受的。接受必须是无条件的，不加任何限制的。否则，则表示拒绝接受报盘，并有还盘的意思。如果原报盘方接到一个附带条件的接受，而报盘人不表态，则未构成合同。例如，A国卖方发出传真：“确认销售给你方英雄钢笔。请汇付$3000美元”。B国买方答复：“确认购买英雄钢笔。$3000美元信用转账，从今日起15内寄出”。法庭对此认为，双方未构成任何合同，因为买方附加了两项条件，一项是交款时间，另一项是支付条件。卖方不必非接受买方的这个还盘。六、课文录音全文Section 2 G

43、etting Some Knowledge of a Business ContractA contract is an agreement by which two parties mutually promise to buy or sell some products or services. An executed contract is one that has been fully carried out by both parties. An executory contract is one that is yet to be performed. In practice, s

44、ome informal contracts may only be reached orally. This is understandable, but may lead to unfortunate consequences. A reasonable exporter should at least insist on strict observance of the legal requirements in case of orders that are not routine transactions. When the goods ordered represent a con

45、siderable value, a formal contract embodying all terms of the agreement should be prepared in duplicate; each copy should be signed by both parties, and each party should retain a copy of the contract.To be enforceable by law, a contract must include offer and acceptance. The party who makes an offe

46、r is called offeror. The other party who accepts the offer is called offeree. Generally speaking, the order of the overseas buyer represents an offer to conclude contract of sale. The seller should make certain that the essential elements of the contract are clearly stated in the communications. The

47、se elements include a clear description of the goods ordered without ambiguity, the purchase price and the terms of payment, and the terms of delivery, including packing and invoicing, transportation and insurance. An offer has to be distinguished from a quotation, if the latter is only intended to

48、be an invitation to treat. Only an offer which contains the essential elements will, if accepted, result in a binding contract.The buyers offer, when addressed to an exporter, is often accepted on a printed form. The acceptance must be unconditional and unqualified. Otherwise, it constitutes a rejec

49、tion of the original offer, combined with a counteroffer. If the original offer receives a qualified acceptance and does not express agreement, there is no contract. In one instance, the sellers in country A sent the following fax: “Confirming sale to the Hero pens. Please remit $3000.” The buyers i

50、n country B replied: “This is to confirm your fax and my purchase Hero pens. $3000 forwarded your bank to be held in trust for your account pending delivery 15 days within this date.” The court held that there was no contract because the buyers introduced two new terms, one to delivery, and the othe

51、r to payment. The sellers dont have to accept this counteroffer. Section 3 Learning How to Draft a Business Contract一、背景知识在国际商务工作中，秘书经常参与商业合同的起草或检查合同条款，有时也会做翻译合同的工作。因此，作为参与起草合同的秘书，必须掌握合同知识，避免因合同知识不够等多种原因引起的合同内容不完善，为以后的商业合作留有隐患。起草一份完善的合同是减少交易风险的首要行为。参与起草、翻译合同工作，要熟悉我国合同法关于买卖合同的一些知识，如：合同法对合同的定义：“买卖合同是出

52、卖人转移标的物的所有权于买受人，买受人支付价款的合同。”一般规定的第十二条：“合同的内容由当事人约定，一般包括以下条款：当事人的名称或者姓名和住所；标的；数量；质量；价款或者酬金；履行期限、地点和方式；违约责任；解决争议的方法。当事人可以参照各类合同的示范文本订立合同。”起草或参与起草买卖合同，千万注意不能遗漏这一条款。此外，在翻译合同时，还要注意使用商业术语和法律术语，使合同能够准确地被理解和接受。二、课前提问1. What should be made to the contract in order to resolve the misunderstanding?2. Why shoul

53、d a contract be negotiated with care?3. Is there any specific requirement about the form of contract in international business?4. Which part is the core of a contract?5. Under what circumstances is an international business contract enforceable?三、语言学习1. in an effort to do something 努力做某事，为了做成某事：She

54、made a full preparation for the party in an effort to be accepted by the upper class. 她为了那么晚会做了充分地准备，目的就是为了能够为上流社会所接受。2. be willing to do something 愿意做某事：They are willing to stand for the present chairman. 他们愿意支持现任主席。3. as follows 如下：The regulations are as follows. 规则如下所述。4. consist of 由组成： His job

55、consists of helping old people who live alone. 他的工作包括帮助无人照顾的独居老人。四、参考答案III. Further Exercises1. Restudy the passage and briefly answer the questions about it:1). Why should a contract be made once there is a deal? Usually a contract will be made to further specify the rights and obligations of both

56、sides for legal purposes2). What are the most commonly used contract forms? The most commonly used forms of a contract are as follows: formal contract, confirmation, agreement and memorandum. Specifically, there are sales contract, confirmation order, purchase agreement, trade agreement, import cont

57、ract, export contract, agency contract, joint venture agreement and project contract.3). How many parts does a contract usually consist of and what are they? A formal business contract usually consists of three parts: heading, body and witness clause.4). What is the difference between a purchase con

58、tract and a full contract? A purchase contract only includes some basic clauses, but a full contract focuses on details much.5). What does the witness clause usually have? In the witness clause there are usually language validity, copies, in the presence of, annex, signature, seal, and so on.6). What