合同条款常用英文词汇

1、合同条款常用英文词汇买方 buyer卖方 seller项目名称 Project name地址 address电话 phone传真 fax联系人 contact person 本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。This contract is made by and between the buyers and sellers, whereby the bu yers agree to buy and the sellers agree to sell the under-mentioned. Commoditie s according to the t

2、erms and conditions stipulated below.1. 详细货物清单 Detail supply list2. 合同价格 Contract value序号 item 型号 model 尺寸 size, dimension数量 amount, unit 单价 unit price总价 total price 备注 remark 货物，运费 freight, transportation 合同总额（含安 装费与税金） Contract amount incl. VAT installation3. 付款条件 payment conditions, payment terms

3、4. 交货地点 delivery place5. 发货期 delivery time6. 安装条款 installation clause7. 验收条款 inspection clause8. 保证条款 guarantee clause9. 不可抗拒条款 Force Majeure Clause10. 违约条款 Breach clause11. 其他条款 Miscellaneous clause12. 买卖双方信息 buyer and seller information 此合同一式二份，由双方各持一正本。This contract is made in two originals that

4、should be held by each party.涉外合同格式涉外合同按繁简不同，尽管可以采取不同书面形式，如正式合同( Contract )、协议书 ( Agreement )、确认书( Confirmation )、备忘录( Memorandum)、订单( Order )等等， 但是一般都包含如下几个部分：一、合同名称( Title )二、前文( Preamble )1. 订约日期和地点Date and place of signing2. 合同当事人及其国籍、主营业所或住所Signing parties and their nationalities, principal pla

5、ce of business or res idence addresses3. 当事人合法依据Each party's authority，比如，该公司是“按当地法律正式组织而存在的”(a corporation duly organized and existing under the laws of XXX)4. 订约缘由 / 说明条款Recitals or WHEREAS clause三、本文( Body)1. 定义条款( Definition clause)2. 基本条款( Basic conditions )3. 一般条款( General terms and condit

6、ions)a. 合同有效期( Duration )b. 合同的终止( Termination )c. 不可抗力( Force Majeure )d. 合同的让与( Assignment )e. 仲裁( Arbitration )f. 适用的法律( Governing law )g. 诉讼管辖( Jurisdiction )h. 通知手续( Notice )i. 合同修改( Amendmen)tj. 其它( Others )四、结尾条款( WITNESS clause )1. 结尾语，包括份数、使用的文字和效力等(Concluding sentence )2. 签名( Signature )3.

7、 盖印( Seal ) 以上的格式和内容并非一成不变，当事人可以根据各自交易情况做出调整或增删。合同范本销售代理合同Sales Agency Agreement合同号：NO： 日期： Date ： 为在平等互利的基础上发展贸易，有关方按下列条件签订本协议：This Agreement is entered into between the parties concerned on the basis o f equality and mutual benefit to develop business on terms and conditions mutua lly agreed upon

8、as follows:1. 订约人 Contracting Parties供货人(以下称甲方)：销售代理人(以下称乙方)： 甲方委托乙方为销售代理人，推销下列商品。Supplier: ( hereinafter called "party A" )Agent: ( hereinafter called "party B" )Party A hereby appoint Party B to act as his selling agent to sell the comm odity mentioned below.2. 商品名称及数量或金额 Commo

9、dity and Quantity or Amount双方约定，乙方在协议有效期内， 销售不少于 * 的商品。It is mutually agreed that Party B shall undertake to sell not less tha of the aforesaid commodity in the duration of this Agreement.3. 经销地区 Territory只限在。In only.4. 订单的确认 Confirmation of Orders本协议所规定商品的数量、 价格及装运条件等， 应在每笔交易中确认， 其细目应在双方 签订的销售协议书中作

10、出规定。The quantities, prices and shipments of the commodities stated in this Agre ement shall be confirmed in each transaction, the particulars of which are to b e specified in the Sales Confirmation signed by the two parties hereto.5. 付款 Payment订单确认之后， 乙方须按照有关确认书所规定的时间开立以甲方为受益人的保兑的、 不 可撤销的即期信用证。乙方开出信

11、用证后，应立即通知甲方，以便甲方准备交货。After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C available by draft at sight in favour of Party A within the ti me stipulated in the relevant S/C. Party B shall also notify Party A immediatel y after L/C is opened so that Party A can ge

12、t prepared for delivery.6. 佣金 Commission在本协议期满时， 若乙方完成了第二款所规定的数额， 甲方应按装运货物所收到的发票 累计总金额付给乙方 *%的佣金。Upon the expiration of the Agreement and Party B's fullfilment of the total turnover mentioned in Article 2, Party A shall pay to Party B % commission on the basis of the aggregate amount of the invo

13、ice value against the shipment s effected.7. 市场情况报告 Reports on Market Conditions乙方每 3 个月向甲方提供一次有关当时市场情况和用户意见的详细报告。 同时， 乙方应 随时向甲方提供其他供应商的类似商品样品及其价格、销售情况和广告资料。Party B shall forward once every three months to party A detailed reports o n current market conditions and of consumers' comments. Meanwhi

14、le, Party B shal l,from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising materials.8. 宣传广告费用 Advertising & Publicity Expenses 在本协议有效期内， 乙方在上述经销地区所作广告宣传的一切费用， 由乙方自理。 乙方 须事先向甲方提供宣传广告的图案及文字说明，由甲方审阅

15、同意。Party B shall bear all expenses for advertising and publicity within the af orementioned territory in the duration of this Agreement and submit to Party A all patterns and/or drawings and description for prior approval.9. 协议有效期 Validity of Agreement本协议经双方签字后生效，有效期为* 天，自 * 至 *. 若一方希望延长本协议，则须在本协议期满

16、前 1 个月书面通知另一方，经双方协商决定。若协议一方未履行协议条款，另一方有权终止协议。This Agreement, after its being signed by the parties concerned, shall rema in in force for days from to If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to it s expiration. The matter shall be

17、decided by the agreement and by consent of th e parties hereto. Should either party fail to implement the terms and condition s herein, the other party is entitled to terminate this Agreement.10. 仲裁 Arbitration 在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商达不成协议， 则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规定进行仲 裁。该委员会的决定是

18、终局的，对双方均具有约束力。仲裁费用，除另有规定外，由败诉一 方负担。All disputes arising from the execution of this Agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Pro

19、motion of International Trade for arbitration i n accordance with its provisional rules of procedure. The decision made by this Commission shall be regarded as final and binding upon both parties. Arbitrati on fees shall be borne by the losing party ,unless otherwise awarded.11. 其他条款 Other Terms &am

20、p; Conditions（ 1） 甲方不得向经销地区其他买主供应本协议所规定的商品。如有询价，当转达给乙 方洽办。 若有买主希望从甲方直接订购， 甲方可以供货， 但甲方须将有关销售确认书副本寄 给乙方，并按所达成交易的发票金额给予乙方*%的佣金。Party A shall not supply the contracted commodity to any other buyer（ s） in the above mentioned territory. Direct enquiries, if any, will be referred to Party B. However, shoul

21、d any other buyers wish to deal with Party A directly, P arty A may do so. But party A shall send to Party B a copy of Sales Confirmatio n and give Party B % commission on the basis of the net invoice value of the transaction （ s） concluded.2) 若乙方在 * 月内未能向甲方提供至少 * 订货，甲方不承担本协议的义务。Should Party B fail

22、to pass on his orders to Party A in a period of nths for a minimum of , Party A shall not bind himself to this Agreement.（ 3） 对双方政府间的贸易，甲方有权按其政府的授权进行有关的直接贸易， 协议约束。乙方不得干涉此种直接贸易，也无权向甲方提出任何补偿或佣金要求。For any business transacted between governments of both Parties, Party A ma y handle such direct dealings

23、as authorized by Party A's government without bin ding himself to this Agreement. Party B shall not interfere in such direct deal ings nor shall Party B bring forward any demand for compensation therefrom.（ 4） 本协议受签约双方所签订的销售确认条款的制约。This Agreement shall be subject to the terms and conditions in t

24、he Sales Co nfirmation signed by both parties hereto.本协议于 * 年*月*日在* 签订，正本两份，甲乙双方各执一份。This Agreement is signed on at and is in two originals；shall have one copy.借贷合同英文范本LOAN CONTRACTContract Number:BORROWER:Address:LENDER:Address:In accordance with provisions of Contract Law of the Peoples Republic o

25、f Ch ina and Bank of China, after reviewing the status and the request of the Borrow er, the Lender agrees to grant the Borrower a line of credit on . The Borrower, Lender and Guarantor, through friendly negotiation, have executed this Contrac t as follows:ARTICLE 1 CURRENCY, AMOUNT AND TERM OF THE

26、LOAN:1. The Currency under this loan is Reiminbi.2. The Line of the loan is yuan.3. The period of this loan is 12 months from the date of effectiveness of t his contract.mo而不受本each PartyARTICLE 2 THE PURPOSE OF THE LOAN:1. The purpose of this loan is used for working capital turnover.2. Without writ

27、ten approval of the Lender, the Borrower could not use the l oan out of the scope of the purpose.ARTICLE 3 INTEREST RATE AND CALCULATION OF INTEREST:1. Interest rate: The interest rate shall be * During the loan term, if the countrys related authority adjusted the interest rate or the manner of cal

28、culation of interest, the interest of this contract shall be adjusted according ly after one year from the date of execution of this contract.The adjustment shall be conducted when the interest rate are executed one is not obliged to inform the Borrower when the adjustment of interest.2. The interes

29、t shall be calculated from the date of first drawdown and the actual days the borrower use. One year shall be calculated as 360 days.3. The payment of interests: The Borrower shall pay the interests per quart er. The payment date shall be , and If the payment for the last installment is not on the p

30、ayment date,the interests shall deduct the interest from the bank a ccount of the Borrower.In the event that the Borrower fails to pay the interests on time and the b alance of the account of the Borrower is not enough for the payment of interest, the Lender shall have rights to collect a penalty be

31、ing * of the outstandi ng amount per day for the Borrowers breach of contract.ARTICLE 4 OVERDUE INTERESTS AND MISUSING INTERESTS1. If the Borrower fails to repay the loan and can not reach a agreement wi th the Lender regarding the extension, the Lender shall collect an overdue pena lty for * of the

32、 overdue amount per day.2. If the Borrower fails to uses the loan in accordance with the provisions set forth in this contract, the Lender shall have right to charge a interests for the misusing part at a rate of * per day.ARTICLE 5 ACCOUNTThe Borrower shall open Reiminbi basic account and/or foreig

33、n currency acco unt at the Lender or Lenders branch for the use of draw-down, repayment,payment of interests and fees.ARTICLE 6 DRAW-DOWN1. The loan under this contract is revolving, the balance of this contract shall not more than the line of credit.2. The Borrower shall send a draw-down applicatio

34、n as the form herein attac hed in this contract 7 days before the date of draw-down.3. The Borrower shall not draw the loan less than 1 million.ARTICLE 7 CONDITIONS FOR DRAW-DOWNThe following conditions shall be satisfied in advance of the draw-down dat e:1. The Borrower has opened foreign account a

35、nd Reiminbi account at the offi ce of the Lender or the branch of the Lender;2. This contract and the appendices have been effective;3. The Borrower has provided the recognition of the investment or certifica te of the investment to the Lender;4. The Borrower has provided the board resolution and po

36、wer of attorney reg arding this loan contract;5. The Borrower has provided the list and the signature sample of the autho rized person who empower to sign this contract and documents;6. The Guaranty under this contract has been effective;7. The Borrower has been satisfied the warrants under Article

37、11 of this co ntract;8. The other requirement for the draw-down have been satisfied.ARTICLE 8 REPAYMENT PLAN AND PREPAYMENT1. The Borrower shall repay the loan in accordance with the status of its c ash. The Borrower shall inform the Lender the payment amount and date * pri or to make the payment. T

38、he Borrower shall be obliged to repay the principal an d related interests on due date without any condition.2. The payment made by the Borrower and the deduction from the account of t he Borrower shall be used for repaying the interest at first and then for repay ing the principal.3. In the event t

39、he Borrower fails to repay the loan, the Lender shall have rights to deduct the debt from the bank account of the Borrower at the Lender or empower the branches of the Lender to deduct the debt from the bank account of the Borrower at the Lenders branches;4. The installment of repayment shall not le

40、ss than 1 million.ARTICLE 9 DEBT CERTIFICATEThe Lender shall keep record in the Lenders account for the principal,inter ests and fees and other fees of the Borrower under this contract; The above men tioned record and the documentation for the draw-down, repayment and payment of interest is the cert

41、ificates of the debts between the Borrower and the Lender.ARTICLE 10 GUARANTY1. （ the "Guarantor" ） shall be the guarantor for the loan under this contr act and take jointly liabilities.2. During the term of this contract, if the guarantors financial status bec ome deteriorated or the liab

42、ilities for repayment of debts become weak, the Len der shall have right to request the Borrower changes guarantor or provide mortg age and pawn secured for this loan under this contract.ARTICLE 11 REPRESENTATIONS AND WARRANTIESI. The Borrowers represents and warrants as follows:1. The Borrower is a

43、 company duly organized and validly existing under the law of the Peoples Republic of China and has the power and authority to own its property to consummate the transactions contemplated in this contract and join the litigation. The Borrower has the power to handle it assets used in operati on.2. T

44、he Borrower is at its option to sign and perform this is the Borrowers true meaning and has the power to sign this contract and it is not breach it a rticle of association or regulations or contracts. The procedure for signature and performance of this contract has been gone through and fully effect

45、iveness.3. The all documents, materials, reports and certificates provided to the L ender by the borrower for consummation of this contract is true, real, compete and effective4. The Borrower shall not conceal the following events which is being happe ned or have been happened which will cause the L

46、ender refuse to extend the loa n:（ 1） The Borrower or the principal executives of the Borrower involve in m aterial events which breach regulations, laws or compensation to others;（ 2） Pending actions and arbitration;（3） The Borrowers debts or proposed debts or liens and other encumbrances;（ 4） The

47、other matters will impact the financial status or abilities of re payment for the debts;（ 5） The Borrower breached contract which is between the Borrower and othe r creditors.II. The Borrower hereby warrants as follows:1. Using the capital of the loan as usage set forth in this contract, the B orrow

48、er will not use the loan as Equity investment; The Borrower will not use t he capital of the loan invest in security, future, real estate etc. The Borrowe r will not lend to the others privately or involving other maters which is proh ibited by the country. The Borrower will not misusing or appropri

49、ation of the l oan.2. Making payment and related expenses in accordance with the provisions se t forth in this contract;3. Providing updated financial statement or financial bulletin every quarte r; Providing the audited financial report at the first quart of each year; Prov iding operation report,

50、financial report or other files and materials and shall warrant the reality, correct and effectiveness for the files and materials;4. Any anti-guaranty or other similar documents will not make any impact on the rights and benefits of the Lenders;5. Accepting the supervision of the Lender, provides a

51、ssistance and coopera tion for the Lenders supervisions;6. Will not reduce the registration capital; Prior approval from the lender shall be required when the Borrower changes of shareholders and operation mann er （ including but not limited to joint venture, cooperation, jointly cooperatio n; disso

52、lution, closedown, liquidation, transformation; merger; change to share company, use the housing, machinery or other real assets or trademark, intelle ctual property, Knowhow, landing using rights or other intangible assets to inv est in share company or investment company, trading of operation righ

53、t or own r ight by contracting, joint operation, trusteeship ）7. The Borrower shall inform the Lender and warrants the liability under it s security will not more than net assets of the Borrower when the Borrower guar antee for other party or mortgage its assets. The Borrower warrants that will n ot

54、 dispose the assets which will make adverse impact on its ability of paying d ebts.8. The Borrower will not pay the other similar loans prior to the Lender;9. The Borrower warrants to inform the Lender immediately when the followin g events occurred:（ 1） The event of breach of contract under this co

55、ntract or other loan or guaranty contracts between the Borrower and any branches of Bank of China or ot her banks, non-bank financial organization;（ 2） The Borrower changes shareholders or revise the article of associatio n;3） The Borrower suffer difficulties and bad result in financial and operatio

56、n;（ 4） The Borrower involves in material actions or arbitration;10. The Borrower shall keep sufficient balance for repayment prior * to the due date.11. The Borrower shall keep its bank transactions regarding income collecti on, sell foreign currency or buy foreign currency ect. Shall be conducted a

57、t th e Lender or other branches of the Lender. The turn-over for the capital shall s atisfy the demand of the Lender;III. The Borrowers representations and warrants hereunder this contract sha ll be effective even though any mendment, supplements or revised to be made to this contract.ARTICLE 12 REP

58、RESENTATIONS AND WARRANTS OF THE LENDERI. The Lender represents and warrants as follows:1. The Lender is a state-owned commercial bank or branch duly organized and validly existing under the law of and approved by the Industry and Commercial Administration and holds the financial institutions legal person licenses and financial institutions operation license to be qualified to operate financial b usiness.2. The Lender has taken all necessary action to authorize the execution of this contract and