合同條款常用英文詞匯

1、合同條款常用英文詞匯買方 buyer賣方seller項(xiàng)目名稱Project name地址address電話phone傳真fax聯(lián)系人contact person本合同由買賣雙方簽訂，根據(jù)本合同條款，買方同意購買，賣方同意出售以下產(chǎn)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.詳細(xì)貨物清單 Detail supply list合同價(jià)格 Contract value序號(hào)item 型號(hào) model 尺寸 size, dimension 數(shù)量amount, unit 單價(jià) unit price 總價(jià)total price 備注remark 貨物，運(yùn)費(fèi)freight, transportation 合同總額（含安裝費(fèi)與稅金）Contract amount incl. VAT?installation3. 付款條件payment conditions, payment terms4. 交貨地點(diǎn)deliveryplace

3、發(fā)貨期 delivery time安裝條款 installation clause驗(yàn)收條款 inspection clause保證條款 guarantee clause不可抗拒條款 Force Majeure Clause違約條款 Breach clause其他條款 Miscellaneous clause買賣雙方信息 buyer and seller information此合同一式二份， 由雙方各持一正本。 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簡不同，盡管可以

4、采取不同書面形式，如正式合同 （ Contract）、協(xié)議書（ Agreement）、確認(rèn)書（ Confirmation ）、備忘錄（ Memorandum）、訂單Order）等等，但是一般都包含如下幾個(gè)部分：一、合同名稱（ Title ）二、前文（ Preamble）訂約日期和地點(diǎn)Date and place of signing合同當(dāng)事人及其國籍、主營業(yè)所或住所Signing parties and their nationalities, principal place of business or residencaddresses當(dāng)事人合法依據(jù)Each partys authorit

5、y ，比如，該公司是 “按當(dāng)?shù)胤烧浇M織而存在的”（ a corporation duly organized and existing under the laws of XXX ）訂約緣由 /說明條款Recitals or WHEREASclause三、本文（ Body）定義條款（ Definition clause）基本條款（ Basic conditions）一般條款（ General terms and conditions ）合同有效期（ Duration ）合同的終止（ Termination ）不可抗力（ Force Majeure）合同的讓與（ Assignment）仲裁（

6、 Arbitration ）適用的法律（ Governing law）訴訟管轄（ Jurisdiction ）通知手續(xù)（ Notice ）合同修改（ Amendment）其它（ Others）四、結(jié)尾條款（ WITNESSclause）結(jié)尾語，包括份數(shù)、使用的文字和效力等（Concluding sentence）簽名（ Signature）蓋印（ Seal）以上的格式和內(nèi)容并非一成不變，當(dāng)事人可以根據(jù)各自交易情況做出調(diào)整或增刪。合同范本銷售代理合同Sales Agency Agreement合同號(hào)：NO：日期：Date：為在平等互利的基礎(chǔ)上發(fā)展貿(mào)易，有關(guān)方按下列條件簽訂本協(xié)議：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. 訂約人Contracting Parties供貨人（以下稱甲方）：銷售代理人（以下稱乙方）：甲方委托乙方為銷售代理人，推銷下列商品。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. 商品名稱及數(shù)量或金額Commodity and Quantity or Amount雙方約定，乙方在協(xié)議有效期內(nèi)，銷售不少于 * 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.經(jīng)銷地區(qū) Territory只限在 。In only.4.訂單的確認(rèn) Confirmation ofOrders本協(xié)議所規(guī)定商品的數(shù)量、價(jià)格及裝運(yùn)條件等，應(yīng)在每筆交易中確認(rèn)，其細(xì)目應(yīng)在雙方簽訂的銷售協(xié)議書中作出規(guī)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訂單確認(rèn)之后，乙方須按照有關(guān)確認(rèn)書所規(guī)定的時(shí)間開立以甲方為受益人的保兌的、不可撤銷的即期信用證。乙方開出信用證后，應(yīng)立即通知甲方，以便甲方準(zhǔn)備交貨。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. 傭金 Commission在本協(xié)議期滿時(shí)，若乙方完成了第二款所規(guī)定的數(shù)額，甲方應(yīng)按裝運(yùn)貨物所收到的發(fā)票累計(jì)總金額付給乙方*% 的傭金。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. 市場情況報(bào)告Reports on Market Conditions乙方每 3 個(gè)月向甲方提供一次有關(guān)當(dāng)時(shí)市場情況和用戶意見的詳細(xì)報(bào)告。同時(shí)，乙方應(yīng)隨時(shí)向甲方提供其他供應(yīng)商的類似商品樣品及其價(jià)格、銷售情況和廣告資料。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. 宣傳廣告費(fèi)用A

14、dvertising& PublicityExpenses在本協(xié)議有效期內(nèi)，乙方在上述經(jīng)銷地區(qū)所作廣告宣傳的一切費(fèi)用，由乙方自理。乙方須事先向甲方提供宣傳廣告的圖案及文字說明，由甲方審閱同意。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. 協(xié)議有效期Validityof Agreement本協(xié)議經(jīng)雙方簽字后生效，有效期為 * 天，自 * 至 *. 若一方希望延長本協(xié)議，則須在本協(xié)議期滿前1 個(gè)月書面通知另一方，經(jīng)雙方協(xié)商決定。若協(xié)議一方未履行協(xié)議條款，另一方有權(quán)終止協(xié)議。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在履行協(xié)議

17、過程中，如產(chǎn)生爭議，雙方應(yīng)友好協(xié)商解決。若通過友好協(xié)商達(dá)不成協(xié)議，則提交中國國際貿(mào)易促進(jìn)委員會(huì)對(duì)外貿(mào)易仲裁委員會(huì)，根據(jù)該會(huì)仲裁程序暫行規(guī)定進(jìn)行仲裁。該委員會(huì)的決定是終局的，對(duì)雙方均具有約束力。仲裁費(fèi)用，除另有規(guī)定外，由敗訴一方負(fù)擔(dān)。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. 其他條款Other Terms & Conditions（1） 甲方不得向經(jīng)銷地區(qū)其他買主供應(yīng)本協(xié)議所規(guī)定的商品。如有詢價(jià)，當(dāng)轉(zhuǎn)達(dá)給乙方洽辦。若有買主希望從甲方直接訂購，甲方可以供貨，但甲方須將有關(guān)銷售確認(rèn)書副本寄給乙方，并按所達(dá)成交易的發(fā)票金額給予乙方*% 的傭金。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 * 月內(nèi)未能向甲方提供至少* 訂貨，甲方不承擔(dān)本協(xié)議的義務(wù)。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） 對(duì)雙方政府間的貿(mào)易，甲方有權(quán)按其政府的授權(quán)進(jìn)行有關(guān)的直接貿(mào)易，而不受本協(xié)議約束。乙方不得干涉此種直接貿(mào)易，也無權(quán)向甲方提出任何補(bǔ)償或傭金要求。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） 本協(xié)議受簽約雙方所簽訂的銷售確認(rèn)條款的制約。This Agre

23、ement shall be subject to the terms and conditions in the Sales C onfirmation signed by both parties hereto.本協(xié)議于 * 年 * 月 * 日在 * 簽訂，正本兩份，甲乙雙方各執(zhí)一份。This Agreement is signed on at and is in two originals ； each Party shall have one copy.借貸合同英文范本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