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 buyers agree to buy and the sellers agree to sell the under-mentioned. Commodit ies according to the terms and

2、 conditions stipulated below.详细货物清单 Detail supply list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 terms4. 交货地点deliveryplace

3、发货期 delivery time安装条款 installation clause验收条款 inspection clause保证条款 guarantee clause不可抗拒条款 Force Majeure Clause违约条款 Breach clause其他条款 Miscellaneous clause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 originalsthat 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

4、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）订约日期和地点Date and place of signing合同当事人及其国籍、主营业所或住所Signing parties and their nationalities, principal place of business or residencaddresses当事人合法依据Each partys authorit

5、y ，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 ）订约缘由 /说明条款Recitals or WHEREASclause三、本文（ Body）定义条款（ Definition clause）基本条款（ Basic conditions）一般条款（ General terms and conditions ）合同有效期（ Duration ）合同的终止（ Termination ）不可抗力（ Force Majeure）合同的让与（ Assignment）仲裁（

6、 Arbitration ）适用的法律（ Governing law）诉讼管辖（ Jurisdiction ）通知手续（ Notice ）合同修改（ Amendment）其它（ Others）四、结尾条款（ WITNESSclause）结尾语，包括份数、使用的文字和效力等（Concluding sentence）签名（ Signature）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 Agr

7、eement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutu ally agreed upon 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: （ hereinaf

8、ter called party B ）Party A hereby appoint Party B to act as his selling agent to sell the com modity mentioned below.2. 商品名称及数量或金额Commodity 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。Itis mutually agreed that PartyB shall undertake to sell not less than of theaforesaid commodity in the durati

9、on of this Agreement.3.经销地区 Territory只限在 。In only.4.订单的确认 Confirmation ofOrders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出规定。The quantities, prices and shipments of the commodities stated in this Agree ment shall be confirmed in each transaction, the particulars of which are to be s pecified i

10、n 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 tim

11、e stipulated in the relevant S/C. Party B shall also notify Party A immediately after L/C is opened so that Party A can get 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 Bs fullfilment of the total turnover

12、mentioned in Article 2, Party A shall pay to Party B % commissi on on the basis of the aggregate amount of the invoice value against the shipments 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

13、three months to party A detailed reports on current market conditions and of consumers comments. Meanwhile, Party B s hall,from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising m aterials.8. 宣传广告费用A

14、dvertising& PublicityExpenses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，由甲方审阅同意。Party B shall bear all expenses for advertising and publicity within the afor ementioned territory in the duration of this Agreement and submit to Party A allpatterns and/or drawings and description for p

15、rior approval.9. 协议有效期Validityof 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 remain in force for days from to Ifeither Party wishes to extend thisAgreement, he shall notic

16、e, in writing, the other party one month prior to its e xpiration. The matter shall be decided by the agreement and by consent of theparties hereto. Should either party fail to implement the terms and conditions her ein, the other party is entitled to terminate this Agreement.10. 仲裁 Arbitration在履行协议

17、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 th rough friendly consultations. In case no settlement can be reached, the case in d ispute shall then be sub

18、mitted to the Foreign Trade Arbitration Commission of t he China Council for the Promotion of International Trade for arbitration in acco rdance with its provisional rules of procedure. The decision made by this Comm ission shall be regarded as final and binding upon both parties. Arbitration fees s

19、hall be borne by the losing party ,unless otherwise awarded.11. 其他条款Other Terms & 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）inthe above mentioned territor

20、y. Direct enquiries, if any, willbe referred toPartyB. However, should any other buyers wish to deal withParty A directly,PartyA may do so. But party A shall send to Party B a copyofSales Confirmationand give Party B % commission on the basis of the net invoice valueofthe transaction（ s） concluded.（

21、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 to pass on his orders to Party A in a period of months for a minimum of , Party A shall not bind himself to this Agreeme nt.（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，而不受本协议约束。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 governm

22、ents of both Parties, Party A may handle such direct dealings as authorized by Party As government without binding himself to this Agreement. Party B shall not interfere in such direct dea lings 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 Agre

23、ement shall be subject to the terms and conditions in the Sales C onfirmation 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 ； each Party shall have one copy.借贷合同英文范本LOAN CONTRACTContract Number:BORROWER:Address:LENDER:Addres

24、s:In accordance with provisions of Contract Law of the Peoples Republic of China and Bank of China, after reviewing the status and the request of the Borr ower, the Lender agrees to grant the Borrower a line of credit on . The Borrow er, Lender and Guarantor, through friendly negotiation, have execu

25、ted this Contra ct as follows:ARTICLE1 CURRENCY,AMOUNTANDTERM OF THE LOAN:The Currency under this loan is Reiminbi.The Line of the loan is yuan.The period of this loan is 12 months from the date of effectiveness of t his contract.ARTICLE2 THE PURPOSE OF THE LOAN:The purpose of this loan is used for

26、working capital turnover.Without written approval of the Lender, the Borrower could not use the loan out of the scope of the purpose.ARTICLE3 INTERESTRATE ANDCALCULATIONOF INTEREST:1. Interest rate: The interest rate shall be * During the loan term, if the countrys related authority adjusted the int

27、erest rate or the manner of calculation of interest, the interest of this contract shall be adjusted accordingly after one year from the date of execution of this contract.The adjustment shall be conducted when the interest rate are executed one year.It is not obliged to inform the Borrower when the

28、 adjustment of interest.The interest 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 quarter. The payment date shall be , and If the payment for th

29、e last installment is noton the payment date,the interests shall deduct the interest from the bank account of the Borrower.In the event that the Borrower fails to pay the interests on time and the ba lance of the account of the Borrower is not enough for the payment of interest, the Lender shall hav

30、e rights to collect a penalty being * of the outstandingamount per day for the Borrowers breach of contract.ARTICLE 4 OVERDUEINTERESTS AND MISUSINGINTERESTS1. Ifthe Borrower failsto repay the loan and can notreach a agreement with the Lender regarding theextension, the Lender shall collect an overdu

31、e penalty for * of the overdue amount per day.2. Ifthe Borrower failsto uses the loan in accordance withthe provisionsset forthinthis contract, theLender shall have right to charge ainterests for the misusingpart at a rate of* per day.ARTICLE5 ACCOUNTThe Borrower shall open Reiminbi basic account an

32、d/or foreign currency ac count at the Lender or Lenders branch for the use of draw-down, repayment,pay ment of interests and fees.ARTICLE6 DRAW-DOWN1. The loan under this contract is revolving, the balance of this contract shanot more than the line of credit.The Borrower shall send a draw-down appli

33、cation as the form herein atta ched in this contract 7 days before the date of draw-down.The Borrower shall not draw the loan less than 1 million.ARTICLE7 CONDITIONSFOR DRAW-DOWNThe followingconditions shall be satisfied in advance of the draw-down date:The Borrower has opened foreign account and Re

34、iminbi account at the o ffice of the Lender or the branch of the Lender;This contract and the appendices have been effective;3. The Borrower has provided the recognition of the investment or certificat e of the investment to the Lender;The Borrower has provided the board resolution and power of atto

35、rney r egarding this loan contract;The Borrower has provided the list and the signature sample of the auth orized person who empower to sign this contract and documents;The Guaranty under this contract has been effective;The Borrower has been satisfied the warrants under Article 11 of this contract;

36、The other requirement for the draw-down have been satisfied.ARTICLE8 REPAYMENTPLANANDPREPAYMENTThe 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 * prior to make the payment. The Borrower shall be obliged to

37、repay the principaland related interests on due date without any condition.The payment made by the Borrower and the deduction from the account of the Borrower shall be used for repaying the interest at first and then for repaying the principal.In the event the Borrower fails to repay the loan, the L

38、ender shall haverights to deduct the debt from the bank account of the Borrower at the Lenderor empower the branches of the Lender to deduct the debt from the bank accou nt of the Borrower at the Lenders branches;The installment of repayment shall not less than 1 million.ARTICLE 9 DEBT CERTIFICATETh

39、e Lender shall keep record in the Lenders account for the principal,intere sts and fees and other fees of the Borrower under this contract; The above ment ioned record and the documentation for the draw-down, repayment and payment of interest is the certificates of the debts between the Borrower and

40、 the Lender.ARTICLE10 GUARANTY1. （the Guarantor ） shall be the guarantor for the loan under this contract and take jointlyliabilities.During the term of this contract, if the guarantors financial status becomedeteriorated or the liabilities for repayment of debts become weak, the Lender shall have r

41、ight to request the Borrower changes guarantor or provide mortgage a nd pawn secured for this loan under this contract.ARTICLE11 REPRESENTATIONSANDWARRANTIESI. The Borrowers represents and warrants as follows:1. The Borrower is a company duly organized and validly existing under th e law of the Peop

42、les Republic of China and has the power and authority to ow n its property to consummate the transactions contemplated in this contract and j oin the litigation. The Borrower has the power to handle it assets used in operat ion.2. The Borrower is at its option to sign and perform this contract.It is

43、 the Borrowers true meaning and has the power to sign this contract and it is not br each it article of association or regulations or contracts. The procedure for signat ure and performance of this contract has been gone through and fully effectivene ss.The all documents, materials, reports and cert

44、ificates provided to the Len der by the borrower for consummation of this contract is true, real, compete andeffectiveThe Borrower shall not conceal the following events which is being happ ened or have been happened which will cause the Lender refuse to extend the l oan:1） The Borrower or the princ

45、ipal executives of the Borrower involve in material 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 other matters will impact the financial status or abilities of repa

46、y ment for the debts;（5） The Borrower breached contract which is between the Borrower andother creditors.II. The Borrower hereby warrants as follows:Using the capital of the loan as usage set forth in this contract, the Borr ower will not use the loan as Equity investment; The Borrower will not use

47、thecapital of the loan invest in security, future, real estate etc. The Borrower will not lend to the others privately or involving other maters which is prohibited bythe country. The Borrower will not misusing or appropriation of the loan.Making payment and related expenses in accordance with the p

48、rovisions set forth in this contract;3. Providing updated financial statement or financial bulletin every quarter; Providing the audited financial report at the first quart of each year; Providing o peration report, financial report or other files and materials and shall warrant thereality, correct

49、and effectiveness for the files and materials;Any anti-guaranty or other similar documents will not make any impact on the rights and benefits of the Lenders;Accepting the supervision of the Lender, provides assistance and cooperat ion for the Lenders supervisions;Will not reduce the registration ca

50、pital; Prior approval from the lender sh all be required when the Borrower changes of shareholders and operation mannerincluding but not limited to joint venture, cooperation, jointly cooperation; dissolution, closedown, liquidation, transformation; merger; change to share company, use the housing,

51、machinery or other real assets or trademark, intellectual proper ty, Knowhow, landing using rights or other intangible assets to invest in share c ompany or investment company, trading of operation right or own right by contracting, joint operation, trusteeship）The Borrower shall inform the Lender a

52、nd warrants the liability under its security will not more than net assets of the Borrower when the Borrower guarantee for other party or mortgage its assets. The Borrower warrants that will not dispose the assets which will make adverse impact on its ability of paying debts.8. The Borrower willnot

53、pay the other similar loans prior to the Lender;The Borrower warrants to inform the Lender immediately when the follo wing events occurred:（1） The event of breach of contract under this contract or other loan orguaranty contracts between the Borrower and any branches of Bank of China or other banks,

54、 non-bank financial organization;（2） The Borrower changes shareholders or revise the article of association;（ 3） The Borrower suffer difficultiesand bad result in financial and operation;（4） The Borrower involves in material actions or arbitration;10. The Borrower shall keep sufficient balance for r

55、epayment prior * to the due date.11. The Borrower shall keep its bank transactions regarding income collectio n, sell foreign currency or buy foreign currency ect. Shall be conducted at the L ender or other branches of the Lender. The turn-over for the capital shall satisfythe demand of the Lender;T

56、he Borrowers representations and warrants hereunder this contract shall be effective even though any mendment, supplements or revised to be made to this contract.ARTICLE12 REPRESENTATIONSANDWARRANTSOF THE LENDERI. The Lender represents and warrants as follows:es and financial institutions operation

57、license to be qualified to operate financial business.2. The Lender has taken all necessary action to authorize the execution of t his contract and performance of its obligations under this contract. The Lender i s duly authorized to extend this loan.II. The Lender warrants as follows:The Lender sha

58、ll extend the loan in accordance with the provisions set f orth in this Contract.Collect interests in accordance with the regulations of the Peoples Bank.ARTICLE13 EVENTSOF BREACHCONTRACTANDSETTLEMENT:I. Settlement of the Borrower breach of contract1. Event of breach of contract:（1） The Borrower fai

59、ls to use the loan in accordance with the agreed usage of the Loan;（2） The Borrower fails to repay the due principal and pay the interests, expenses or other payable in accordance with the agreed term of this contract;（3） The Borrower breaches the representation and warrants set forth in Article 11.

60、4） The Borrower breaches other loan agreements or guaranty agreementsor the Guarantor breach the guaranty agreement which may make impact the Bo rrower to perform the obligations under this contract.（5） Conclusive evidence to show that the Borrower lose the capacity of credit or during performance o