第十四章订购单

1、第十四章 订购单purchase order（PO）订货单conflicting clauses 冲突条款acceptance 接受、承诺holdin confidence 保密standard clauses 格式条款remain in force 保持效力A. 英译汉（English-Chinese Translation）(1) The Seller warrants that the Goods delivered are free from defects in material or workmanship and conform strictly to the Buyers sp

2、ecifications, drawings, or samples. (2) If the Seller accepts this Purchase Order without alteration, deletion, or addition to any provisions, the parties shall have a contract that binds both of them.(3) Alterations, deletions, or additions to any provisions shall be considered a counteroffer, and

3、the Buyers acceptance of order shall be required to form a binding contract.(4) No disclosure of the specifications shall be made to any person or entity other than the Sellers employees, subcontractors, or government inspectors.(5) When the Purchase Order is complete, or at any time the Buyer reque

4、sts, the Seller shall promptly return specifications to the Buyer.B. 汉译英（Chinese-English Translation）(1) 买方已经按照本购货订单中规定的交货时间制定自己的生产计划。如果延迟交货，买方将遭受重大损失。The Buyer has set its own production schedule in reliance on the delivery period specified in this Purchase Order. If delivery is delayed , the Buyer

5、 will incur substantial losses.By initializing this clause, the seller expressly acknowledges that the delivery period is material to this contract and that any delay shall be considered a breach of the contract.If delivery is delayed , the buyer has a right to / is entitled to cancel this Purchase

6、Order, to purchase replacement goods from another source, and to hold the seller accountable /responsible /liable for resulting losses.4. The price for the goods must not be higher than the price last quoted or charged to the Buyer,unless the Buyer otherwise consents in writing. 5. If you can assure

7、 us of workable prices, excellent quality and prompt delivery, we shall be able to deal in these goods on a substantial scale. (2) 通过签署该条款，卖方明确表示交货时间是该合同的实质性条款，任何延迟应被视为违约。 (3) 如果延迟交货，买方将有权利撤销该订单，从其它货源处购买替代货物，并要求卖方承担由此产生的相应损失。(4) 货物的价格不应高于卖方最后给买方的报价或要价，除非买方以书面方式认可。(5) 如你公司能保证价格可行、品质优良、交货迅速，我们能大量经营该商品

8、。第十五章 附条件销售合同conditional sale 附条件销售outstanding balance未（结）清余额lease agreement 租赁协议title 所有权credit agreement 信贷协议mortgage 抵押legal entity 法律实体pledge 质押partnership 合伙关系premium 保险费corporation 公司lien 留置权interest 利息default 违约；拖欠债务A. 英译汉（English-Chinese Translation）(1) Payment for the goods specified herein

9、 shall not mean an acceptance by the Buyer with regards to its quality. All goods shall be accepted only after the Buyers inspection. (2) Unless otherwise agreed, the Buyer does not acquire any intellectual property rights in software, drawings, etc. which may have been made available to him. (3) Th

10、e Seller remains the exclusive owner of any intellectual or industrial property rights relating to the goods.(4) If a party does not pay a sum of money when it falls due the other party is entitled to interest upon that sum from the time when payment is due to the time of payment.(5) The Buyer shall

11、 promptly inform the Seller of any claim made against the Buyer by his customers or third parties concerning the goods delivered or intellectual property rights related thereto.B. 汉译英（Chinese-English Translation）(1) 买方同意根据以下方式支付货款18000美元：在双方签订时先支付6000美元现金。The buyer agrees to pay US $ 18000 for the g

12、oods in accordance with the following schedule: US $6000in cash at the time this agreement is signed by both parties.The balance of US $12000 will be paid in 6 equal monthly installments of US$2000 each.3) The seller will retain the title to/of the goods until the buyer has paid the purchase price i

13、n full as provided in this agreement.As is known to everyone, Mark Twain is a novelist.Which The buyer (2) 余款12000美元应在6个月内分期支付，每月支付2000美元。(3) 卖方将一直保留商品的所有权，直到买方根据协议支付全款。(4) 在卖方拥有货物所有权时，买方不得抵押、出售、质押、出借或处置货物。The buyer may not mortgage ,sell , pledge, lend or dispose of the goods while title to the goo

14、ds is held by the seller. (5) 如果买方拖欠两期或两期以上的支付款，那么卖方有权要求买方支付全部的剩余价款。If the buyer defaults on the payment of two or more installments of the purchase price or on any covenant of this agreement, the seller will have the right to demand full payment of the outstanding balance of the purchase price. 第十六

15、章 咨询合同public relationship promotion 公共关系推广engagement 聘用retainer contract聘用合同compensation 报酬undercover investigation 秘密调查independent contractor独立承揽人infringement 侵权conflict of interest 利益冲突consultant 顾问confidentiality 保密A. 英译汉（English-Chinese Translation）(1) Both Parties agree that the legal counsels

16、cover the legal affairs presented in the Article 2, with his partners and assistants.(2) When the Consultant handle business and legal affairs mentioned above, the Company shall provide relevant information and appropriate working conditions.(3) According to the Standard Charge for Lawyers Service,

17、the Company shall pay the Consultant an annual fee of RMB 50,000 Yuan, this fee shall be paid in advance after signature.(4) A new trust deed shall be established, when the Consultant participate in the litigation, mediation, arbitration, or project negotiation on the behalf of the Company, and the

18、service fee will be charged under relevant standard reasonably.(5) The Consultant shall keep secret when knowing business secrets or information unsuitable to the published of the Company through the Consultant providing legal services.B. 汉英翻译（Chinese-English Translation）(1) 顾问方将尽最大努力提供咨询服务。The cons

19、ultant will furnish the consulting services to the best of the consultants ability. (2) 任何一方都不能代表另一方做出任何承诺或发生任何收费或花销。Neither party may make any commitment nor incur any charges or expenses on the other behalf.(3) 顾问方将准备并向公司方提交一份关于顾问方调查结果的报告。The consultant will prepare and submit a report to the comp

20、any on the consultants findings.(4) 顾问方保证，除了已经告知给公司方的冲突外，他（她）在履行咨询服务时，没有潜在的财务上或其他利益冲突。The consultant warrants that he or she has no potential financial or other conflicts of interest in performing the consulting services, except those already disclosed to the company. (5) 此协议是为顾问方提供个人服务签订的，因此，任何一方都不

21、能在未经另一方书面认可的情况下将权利和义务转让或请他方代理。This agreement is for the personal services of the consultant, and therefore neither party may assign or delegate the rights and obligations without the prior consent of the other . 第十七章 销售代理合同sales representative 销售代理/代表joint venture 合资企业appointment 委任implementation 执行

22、commission 佣金amicable negotiation 友好协商A. 英译汉（English-Chinese Translation）(1) The sales representative agrees to sell and market the goods aggressively within China on behalf of the manufacturer. (2) The sales representative shall forward all customer orders to the manufacturer in a timely manner.(3)

23、 The Sales Representative shall not promote, advertise, offer for sale, or sell any goods that are identical to, confusingly or deceptively similar to, or otherwise competitive with the Goods.(4) The Sales Representative shall comply with the Manufacturers guidelines on prices, charges, terms, and c

24、onditions for the sale of the Goods, which guidelines are subject to change from time to time.(5) The Manufacturer shall give the Sales Representative written notice of changes in the guidelines at least 60 days in advance of implementation.B. 汉译英（Chinese-English Translation）(1) 针对销售代理可能销售的货物，制作商同意制

25、造和保持足够数量的货物，并及时地交付。1. The manufacturer agrees to manufacture and to maintain a quantity of goods sufficient to deliver timely all goods that the sales representative may sell.(2) 制造商应根据“制造商手册”对客户的订单开具发票或以其它方式确认，并装运货物。The manufacturer will invoice or otherwise acknowledge the orders of the customers

26、and will ship the goods to them in accordance with the manufacturers guidance .(3) 如果制造商修改或停止任何货物的生产，应立即告知销售代理并提供替代货物。If the manufacturer modifies or ceases the production of any of the goods, the manufacturer will inform the sales representative immediately and will offer replacement goods. (4) 如果销

27、售代理拒绝销售替代货物，本协议应终止，并且各方彼此间不再有索赔或责任。If the sales representative refuses to sell the replacement goods, this agreement will terminate and the parties will have no further claims or liabilities as to each other.(5) 对根据本协议所履行的服务，制造商应向销售代理支付占所销售货物批发价8%的佣金。For the services performed under this agreement ,

28、 the manufacturer will pay to the sales representative a commission at the rate of 8 percent on wholesale list price of the goods sold.第十八章 特许协议 franchise agreement 特许协议know-how专有技术franchisor 特许人，特许权人redeemable可收回的franchisee 特许经营人，被特许人subsidiaries 附属机构或组织sole proprietor 独资商associates 关联企业license 许可（

29、证）expiration期满A. 英汉翻译（English-Chinese Translation）(1) The Franchisor grants to the Franchisee a license, within the Territory, to operate a KFC business under the intellectual Property during the term of the Agreement and any renewal of the Agreement.(2) The Franchisee will commence operations withi

30、n 90 days from the date of this Agreement from at least one location within the Territory.(3) The Franchisee will devote its primary and best efforts toward the development of the Territory, establishment and maintenance of an adequate number of outlets to serve the available market.(4) The Franchis

31、ees locations will be suitable for the operation of snack service with the public. All locations will be kept in a clean and presentable condition at all times and adequately staffed by competent personnel(5) The Franchisee will provide and maintain telephone advertisements which must comply with th

32、e standard specification furnished by the Franchisor from time to time.B. 汉英翻译（Chinese-English Translation）(1) 一旦签订了特许协议，投资者就获得了使用某一品牌名称的权利。The investor who signs a franchise agreement acquires the right to use a certain brand name. (2) 特许企业可以提供给被特许人知名的产品或经营管理企业的方法。The franchisor can offer the franc

33、hisee a well-known product and methods of operating the business. (3) 特许经营优势在于对一个从未拥有或经营过企业的人来说可以得到指导从而成功经营。Advantages of owning a franchise are that a person who has never owned or manage /operate a business needs guidance to operate /manage successfully.(4) 特许经营者可以提供品牌、产品或服务，甚至财务帮助。Franchisors can

34、 provide a brand name , products or service , even financial assistance .(5) 许多特许企业往往通过提供培训来尽力克服管理方面的欠缺或经验不足。Many franchisors try to overcome managerial deficiencies or inexperience by providing some form of training.第十九章 经销协议distribution agreement 经销协议assignment 转让manufacturer 生产商remedies 救济distrib

35、utor 经销商delay of performance 延迟履行term of agreement 合同期间exclusive distribution right 独家经销权A. 英译汉（English-Chinese Translation）(1) The Manufacturer shall deliver within 30 days to the Distributor all Goods for which the Distributor places orders, except when delivery is delayed because of the Distribut

36、ors fault or because it becomes impossible as provided in this Agreement.(2) The Manufacturer shall deliver the ordered Goods by shipment to the locations designated by the Distributor within the Territory, provided the Distributor has complied with its obligations with respect to importing. (3) The

37、 Manufacturer is responsible for procuring all export licenses and inspections and for completing all export requirements within time to deliver the Goods.(4) If the Manufacturer discontinues the production of any Goods for any reason, the Manufactures will immediately notify the Distributor and wil

38、l continue for a reasonable time after discontinuance to furnish replacement parts and to offer service for the discontinued Goods already sold to the Distributor.(5) The Manufacturer will not sell any Goods to any person or entity, other than the Distributor, that sells, resells, leases or rents pr

39、oducts identical or confusingly or similar to the Manufacturers Goods within the Territory.B. 汉译英（Chinese-English Translation）(1) 双方承认他们意图建立一个互惠互利关系。The parties acknowledge that they intend to establish a mutually beneficial relationship .(2) 双方应努力通过友好磋商方式解决争端。Both parties should strive to resolve a

40、ny disputes / disagreements between them through amicable negotiation. (3) 制造商指定经销商作为该地区的独家经销商从事商品的出售、租赁。 The manufacturer appoints the distributor as its sole and exclusive distributor for the sale ,lease or rent of the goods in the territory.(4) 制造商拥有所有与货物有关的商标、名称、设计、专利和商业秘密等财产权。The manufacturer o

41、wns property rights in all of the marks, names , designs, patents and trade secrets connected with the goods. (5) 如果商品在该地域内交付，制造商不得把商品销售给除经销商外的任何人或实体用于直接使用。The manufacturer will not sell any goods to any person or entity , other than the distributor for direct use if delivery is to be made within th

42、e territory.第二十章 寄售协议consignment 寄售inventory reports 存货报告单consignor 寄售委托方；寄售人stock order 备货订单consignee 寄售受托方；代售人；代销人minimum order 最低订单A. 英译汉（English-Chinese Translation）(1) The Consignee shall aggressively promote and sell the Goods to customers in the Territory. The Consignee will utilize, at its d

43、iscretion, various selling strategies, including retail outlets, catalog, mail order, telephone, and electronic sales within the Territory.(2) The Consignee shall be responsible for procuring and maintaining all import licenses, transport permits, business licenses, and other similar permits require

44、d for the import, transport, storage, and sale of the Goods in the Consignees country.(3) The Consignee assumes all risk of loss for all the Goods consigned. The Consignee will pay for all Goods damaged, destroyed, or stolen from the consignment inventory as if such Goods were sold. (4) The Consigne

45、e shall indemnify, hold harmless, and defend the Manufacturer against all claims and damages for injury to, or death of, one or more persons and for damage to, or loss of, property arising from or attributed to the conduct, operations, or performance of the Consignee.(5) The Consignee must not repre

46、sent that he or she owns any rights in the Manufacturers Intellectual Property, nor is the Consignee permitted to use the Manufacturers name as any part of its own name. B. 汉英翻译（Chinese-English Translation）(1) 制造方同意按合同条款将货物提供给寄售商，寄售商亦同意在指定地区内销售货物。The manufacturer agrees to furnish goods to the consi

47、gnee in accordance with this agreement , and the consignee agrees to sell them in the territory.(2) 寄售商应按制造方提供的统一格式提交订货清单，说明寄售商想要从制造方处收取货物的类型和数量。The consignee will submit all orders on a form supplied by the manufacturer, specifying the types and quantities of the goods that the consignee desires to

48、 receive from the manufacturer.(3) 制造方应将所有货物交运到该区域内寄售商指定的地点。The manufacturer will deliver the goods to the locations designated by the consignee within the territory.(4) 除第一次订货外的其他订货都必须先付清上月售出货物的全额款项，并减去寄售商约定的适当折扣比例。Each order , except the initial one , will be accompanied with payment in full for t

49、he goods sold in the preceding month, less the applicable discounts for the consignee on the sales.(5) 寄售商在提交存货报告单时应同时提交月度报告，写明上月所售货物的型号和数量。At the time the consignee sends an inventory report, the consignee will also submit a monthly report stating the type and quantity of goods sold during the prec

50、eding month. 第二十一章 许可合同licensor许可人know-how 专有技术licensee被许可人patent 专利权intellectual property right 知识产权trademark 商标A. 英译汉（English-Chinese Translation）.(1) Subject to the terms detailed in this Agreement, the Proprietors hereby grant to the Publishers the exclusive license to product and publishing a s

51、ingle printing of 10,000 copied only of the Work in paperback form in the English language under the Publishers own imprint (hereafter termed the Licensed Edition) for sale throughout United Kingdom only. (2) Should the Publishers fail to issue the Licensed Edition within 12 months from the date of

52、this Agreement all rights granted under this Agreement shall revert to the Proprietors without prejudice to any monies paid or due to Proprietors. (3) Upon the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee as a related company, and Licensee hereby accepts the right,

53、license and privilege of utilizing the Name solely and only upon and in connection with the manufacture, sale and distribution of the following articles. (4) Licensee agrees that it will not make, or authorize, any use, direct or indirect, of the Name in any other area, and that it will not knowingl

54、y sell articles covered by this agreement to persons who intend or are likely to resell them in any other area. (5) This license shall be automatically renewed for a one-year term expiring December 31st of the following year, unless either party hereto shall be given written notice to the contrary a

55、t least thirty (30) days prior to the expiration date. B. 汉译英（Chinese-English Translation）(1) 被许可方同意在协议有效期内及其后，不质疑许可方就该商标享有的所有权和其他权利，不质疑本协议的有效性。Licensee agrees that it will not during the term of this agreement, or thereafter, attack / challenge the title or any rights of licensor in and to the name or attack the validity of this license. (2) 根据第十二条所述条款，终止许可合同将不影响许可方对被许可