国际合同

选择

1A contract is an entorceable agreement

~~offer and acceptance

2The elements for a contract to

be~~forma and genuineness of assent

3For a contract frafting is a

~~formation

4Form a dynamic angle,the

steps~~formation performance and termination

5offeror~~menas a person who makes the offer 6offeree~~means a person to whom an offer is made 7Asale of goods refers~~transfer of the ownership of the from one party to another 8A vacationing doctor is driving down the highway and comes upon potter lying~~a quasi-contract

9A contract is contract that is valid but

that~~voidable 10The requirements for an offer will~~the offeror must communicate an interntion to be bound

11which of the following statements can~~I will sell this book at US$10 to you 12Johnson offers to sell his prize greyhound to rizzo~~ineffectiv e

13There are two ways to describe the cancellation~~wit hdrawal and revocation

14 Which of the following statements is not an acceptance~~I

accept the offer

but can

pay on ninety

days credit

15If a seller sends

a buyer an offer I

will assume you

have ~~not create

a contract

16if the seller

were wo send the

buyer an

invitation to

negotiate

says~~acceptance

17A sheriff

cannot collect a

reward for

information~~pre

existing duty

18In general the

following persons

EXCEPT~~minor

s

19De La Tour

made a contract

Hochster in

March to

employ~~anticipa

tory breach

20The

international

aspect of the

contract adds

level~~all of the

above

21A contract is

simply

a~~agreement

22A commercial

in simplest terms

is merely~~two

or more

23The contract

terms are usually

supplemented and

restricted by

EXCEPT~~comp

lete

24In an

international sales

contract the

balance of power

between~~can

work aginst the

stronger party in a

cotract

negotiation

25About

cross-border

rights and

obligations in an

~~for contract

made between

parties in

different

countries

26When making

a commitment to

perform an

international~~co

nsider the other

party’s culture

before you act

27When trading

internationally

you are

subject~~any of

the ablve is

possible

28Most

jurisdictions

require certain

contracts to

be~~written

29By selecting a

mutually

acceptable~~reme

dy

30The four basic

terms of a

contract~~descrip

tion of goods

delivery price and

payment

31the issues

affecting

international

contracts~~all of

the above

32which of the

following is

NOT~~increase

of trade barriers

33Much of the

pressure toward

golbalizxation is

bubbling up

from~~governme

nt

34In the area of

international sales

of goods one of

the most

important~~CISG

35The CISG was

finalized at the

united nations

convention~~Apr

il 11,1980

36Many member

countries have

chose to

exclude~~form

37many member

countries have

chosen to exclude

the

application~~for

m

38The CISG is

intended to clarfy

points~~formatio

n

39the CISG

provisions

primarily

delineate

the~~elements

40a seller makes

a proposal and the

buyer accepts it in

this situation

can~~it depends

41a seller makes

an offer and the

buyer agrees but

only on condition

that two of the

contract~~accepta

nce

42if the

nonconformance

was~~false

43the CISG is

inapplicable to

contract for~~sale

of stocks

44the CISG is

applicable to

contract~~sale of

meat

45trade

sanctions~~are

often used to

influence another

countrys domestic

46about the laws

regulating the

import export and

sale of

goods~~develope

d countries are

taking their cues

from the laws of

developing

47which of the

following is a

positive side for

trader on

internet～～sales

can be made at

electronic speed

and business can

be done

worldwide

48this

term~~privity of

contract is a

shorthand

expression for a

fairly

49the buyer may

be~~eitherB or C

of the consuming

chain

50the seller may

be

at~~eitherAorB

51if there

are~~many

suppliers and a

few buyers buyer

will have a strong

52if there

are~~few

suppliers buyer

will have the

weakest

negotiating

53the bottom line

answer to the

question why

should the

contract~~legal

trouble

54if you take

delivery of the

goods before they

are~~imported

55if you buy

goods that

are~~illegal to

export

56if you~~breach

the contract you

may be brought

57you'd better ask

your lawyer about

subjects that are

within~~contracts

1parties to a

commercial

transaction

generally~~the

laws

2if you

leave~~terms out

of your contract

the gaps

3the best way to

control the results

of your~~contract

4the date when

the contract

is~~signed is

usually

5the avoid

confusion it is

highly

recommended

that you~~spell

out

6identification of

parties clause of

an international

contract~~the

purpose of each

pary

7which one of the

following

abbreviations for

companies is

usually~~sa

8the provision for

goods contains

two terms that are essential to all contract~~descrip tion of the goods 9which one of the following writings about contract

price~~RMBYua n1000000

10at minimum the packing provision should require the seller~~to withstand transportation

11contracts for the sale of goods most commonly use international~~IC C

12in

general~~title to the goods will pass to the buyer at the goods are delivered

13the buyer should insist on a right

of~~inspection 14in~~thailand the parties to a contrtact often sitpulate that timely

15the~~governin g law clause in an intenatonal contract

1about international business transaction which~~the terms of sale in international business

2by the 1920s commercial traders had developed a set of trade~~the rights and liabilities with regard to the transport

3trade terms consist of~~short abbreviations for lenghy contract provisions

4tehe current version of incoterms is~~incoterms

2000

5incoterms may

be included in an

international sales

contract if the

parties~~to define

the remedies for

breach of goods

6in~~Ex Works

the seller merely

makes the goods

available to the

buyer

7in~~FCA the

seller clears the

goods for export

and then delivers

8in~~FAS the

seller clears the

goods for export

and then places

9in~~FOB the

seller clears the

goods for export

and is responsible

10in~~CFR the

seller clear the

goods for export

and is responsible

for delivering

11in~~CIF the

seller has the

same obligations

as under cost and

freight but with

the addition

12in~~CPT the

seller clears the

goods for export

delivers them to

the carrier and is

responsible

13in~~CIP the

seller clears the

goods for export

delivers them to

the carrier and is

responsible for

paying

14in~~DAF the

seller clears the

goods for export

and is responsible

for making them

available to the

buyer at the

named point

15in~~DES the

seller clears the

goods for export

and is responsible

for making them

available to the

buyer on board

the ship

16in~~DEQ the

seller clears the

goods for export

and is responsible

for making them

available to the

buyer on the quay

wharf at the

named

17in~~DDU the

seller clears the

goods for export

and is responsible

for making them

available to the

buyer at the

named place of

destination

18in~~DDP the

seller clears the

goods for export

and is responsible

for making them

available to the

buyer at the

named place of

destination

cleared for import

19carrier~~refers

to any person

who in contract of

carriage

undertakes

toperform

20in

incoterms~~FOB

is commonly used

in the sale of bulk

commodity cargo

such as oil

21in

incoterms~~Ex

Works places the

greatest

responsibility on

the buyer and

minimum

22in

incoterms~~DDP

places the

maximum

obligation on the

seller and

minimum

obligation on

23FOB~~is only

used in reference

to delivering the

goods past a ships

rail

24CPT~~is

applicable to all

modes of

transport

25stowed and

trimmed~~is

frequently used

with

incotermFOB this

obligate the seller

1the costs of

adaptation of

goods whether to

meet cultural

preferences

2the fact that the

contract permits

alteration of the

goods~~waiver

3some goods

cannot be

exported at all

and therefore a

contract~~void

4which party wil

procure any

necessary export

licenses~~the

seller

5if no time is

provided in your

contract a

reasonable time

may be

implied~~subjecti

ve

6most contracts

take a hard

approach to a

failure or delay in

exporting caused

by one~~damages

7a force majeure

clause usually

provides

for~~termination

8most

countries~~favor

exports since

foreign captial

9the contractual

protection of your

exclusive rights

to your industrial

and

intellectual~~infri

ngement

10the contract

should protect the

sellers rights by

requiring~~the

source and origin

11to protect the

buyer against

third party

claims~~indemnif

y

12whatEXCEPT~

~performance wil

generally arise

when you have a

dispute

1if you sign the

written agreement

its terms will

be~~binding

2the seller sends

you a writeen

contract and you

modify a few

terms~~counterof

fer

3if you have and

reason to suspect

that the seller

does not have

authority to make

the

contract~~validit

y

4if you care about

the quantity

quantity type

characteristics

and so

on~~specfications

5your contract

should contain an

escape clause

such as a clause

for

renegotiation~~fo

rce majeure

6in a

contract~~precise

terms usually

ensure protection

7about the

provisionCPT

new yourk and

delivery shall be

no later than

thirty~~the

meaning of this

provision is

ambiguous

8as the buyer it is

wise to provide

that the contract

you made will

be~~the buyers

country

9both parties

should have a

~~escape clause

10the use of

precise and

complete

contractual

provisions will

minimize the

costs and

labor~~enforcing

1when making a

contract with the

other party in a

society

where~~research

the general

2if you try to

make a long term

trade relationship with the other party~~be patient and be aware of the other partys signs

3about the dispute resolution which is the most often used method~~negotiat ion

4which is not a characteristic of negotiation as one of the methods of dispute~~a formal process

5which statement concerning adcantages of mediation is not~~the result of mediation usually makes one party winner and the other loser

6which is the disadvantage of mediation when settling

dispute~~it is nonbinding and voluntary

7which statement tells the disadvantage of arbitration~~the parties cannot have influence over the arbitratiors appointed

8the arbitration process is somewhat

like~~trial

9which one of the following arbitration organizations is located~~CIETA C

10which statement is not a characteristic of litigation~~partie s usually have the right to choose the judge to settle the dispite

1there are four major types of legal systems in the world that provide for commercial~~civi l law

2the common law

system developed

as a court system

in~~england

3countries and

regions that apply

common law to

commercial

transactions

include~~china

4in most

jurisdictions of

common law a

party will also be

awarded~~conseq

uential

5civil law is

characterized by

comprehensive

and systematic

compilation~~stat

utes

6which of the

following

statements about

contract in

civil~~the

enforcement of

writeen contract

is

1exection~~refers

to the

cancellation of

the part of a

contract

2Acceptance~~m

eans an

unconditional

assent to an offer

or an assent

3accommodation

~~is an action by

one party that is

taken as a favor

4

5adhesion

contract~~is a

contract with

standard often

printed terms

forsale of goods

or services

6a business

enterprise that is

directly or

indirectly owned

or

controlled~~affili

ated company

7after sight~~is a

term in a financial

instrument

making the

instrument

payable

8the relationship

between one

individual or

entity who

represents

act~~agent

9an individual or

entity who is

authorized to act

for and bind

another~~agent

10amendment~~i

s an addition

deletion or

change in legal

document

11as is~~refers to

a contract term by

which the buyer

of goods takes

them

12assignment~~is

the transfer of

rights title interest

13after sight~~is

a term in a

financial

instrument under

14attachment~~is

the legal processs

for seizing

property before

15avoidance~~is

cancellation of a

contract by law

when an event

16bailment~~is a

delivery of goods

into the

possession of

anothr under an

express

17beneficiary~~is

a person or entity

that is not a party

to a contract

18a written

instrument signed

by a person and

addressed to

another

person~~bill of

exchange

19boilerplate~~is

standard contract

terms usually

printed in small

20bona

fide~~means in or

with goods faith

honesty

21breach~~refers

to a violation of

law

22a persons

competency as

defined bylaw

~~capacity

23chattel

papper~~is a

document that

consitutes a

secuirty

24confirmation~~

is a written

contract or

memorandum that

sets forth

25conflict of

interest~~is a

financial or

ethical conflict

between

26consideration~

~is an item of

value passed from

one contracting

party to the other

as an induce

27consignment

contract~~is an

agreement by

which a seller

delivers goods to

an individual

28CISG~~refers

to a united

nations

convention that

establishes

uniform

29counteroffer~~i

s a check that

bears on its face

two parallel

transverse

30crissed

check~~is a

check that bears

on its face two

parallel transverse

lines indicating

31damages~~is a

monetary amount

claimed and

awarded to a

person

32actual

damages~~means

compensation for

amounts in fact

incurred

33expectation

damages~~means

compensation for

amounts that a

person could have

reasonable

34incidental

danages~~means

ecpense

reasonably

incurred in

mitigation

35design~~is a

scheme drawing

plan or other

depiction

36destination

contract~~is a

contract for sale

of goods in which

the

37documentaton~

~are the financial

and commercial

documents

relating

38ececution~~is

the legal process

for enforcing a

judgment for

damages

39a contract that

has not been

performed~~exec

utory contract

40exhibit~~is

document

attached to a

contract

41fine print~~is

know as the

standard contract

terms printed

42force majeure

clause~~is a

contract clause

that excuses a

party who

breaches the

contract

43goods~~refers

to products

whether raw

materrials

44durable

goods~~means

goods that last a

relatively long

time

45hard goods~~

means consumer

durable goods

such as apliances

or vehicles

46soft

goods~~means

consumer goods

that are not

durbale

47consumable

goods~~means

goods pruchased

for the buyers

personal

48integrated

contract~~is a

contract that

states every

provision to

which

49intellectual property~~is intangible rights that can be protected because of their novelty 50juridical person~~is an individual or entity recognized under law as

51juridical

act~~refers to an action intended to have and capable 52liquidated damages~~are an amount fixed by contract as reasonable

53material terms~~are contract provisions that are so significant to the bargain

54middleman~~is an intermediary acting as an agent or lealer

55minimum contact~~is a persons connections to a jurisdiction such as operating

56mitigation of damages~~is the duty imposed by law to use reasonable

57mutuality of remedy~~is contract provision by which both parties

58necessary terms~~are contract provisions for the goods price delivery time

59negotiable instrument~~is a weitten document transferable merely

60offer~~is a proposal that is made to a specific individual

61open end contract~~is an agreement by which the buyer may purchase

62output contract~~is an

agreement by

which the buyer

agrees to

purchase

63parol

contract~~is a

contract that is

party or entiely

64parol

evidence~~refers

to oral statements

that are offered

65powe of

attorney~~is a

written document

by which one

individual

66pro forma

invoice~~is an

invoice provided

by a supplier

prior to a sale

67purchase

order~~is a

buyers written

offer to a seller

stating all

68requirement

contract~~is an

agreement by

which the seller

agrees to furnish

all goods required

69rescind~~is a

contracting partys

right to cancel

70restitution~~is

a legal remedy for

breach of contract

71severabilit

clause~~is a

contract term that

provides that each

provision of the

contract

72tying

arrangement~~is

a condition of

sale that a seller

imposes on a

buyer

73ultral

vires~~refers to

an act performed

without the

authority

74unconscionable

~~is unfair or

oppressive for

example

75unfair

competition~~ref

ers to trading and

business activities

that are dishonest

76V A T tax~~is a

tax based on the

value that is

added to goods at

each

77void ab

initio~~means

having no effect

from the time of

initiation

78voidable

contract~~is an

agreemtn that is

valid but that can

be declared

invalid

79waiver~~is the

document

acknowledging

the abandoning

80warranty~~is a

contract provision

by which one

party represents

to the other

完型

1culture and

contract(1you

should make

every effort2well

drafted

contracts3you

should write

the4your contract

provisions5you

will need to

determine6expect

ations

7satisfaction

agreement

9disputes10perfor

mance)

2culture and

foreign

trade(1your

success in

foreign2these

rules

dictate3culture

should4cultural

awareness5these

issues

6advertisement

7inquiey 8reply

9acceptance

10breach)

3contractual

protection of

intellectual

property(1exclusi

ve rights

2infringement 3

infringing

4infringer

5remedies 6 the

seller and 7the

contract

should8the sellers

IPR9the buyer

10it is also)

5parties to the

transaction(1qua

lity 2quantity

3price 4cost

5interests

6anticipate what

7remain

competitive

8make a definite

9become familiar

10consider

whether)

6contract and

relationship(1yo

u must proceed

2you must learn

3written contracts

are 4where

relationships

5where contracts

have 6inquiry

7recipient

8customs

9contract

10response)

7contract and

culture(1if you

are courting 2if

you are too

aggressive

3business deals in

many 4if you

tender an

acceptance

5provided you

have done 6adopt

7know 8practice

9break 10negate)

8contract

dispute

resolutition:nego

tiation and

mediation(1dispu

te 2transation

3court actions

4arbitration

5negotiation 6the

most effective

7lack of

8facilitated by an

objective9on the

future10informal

relatively )

9contract

dispute

resolution:arbitr

ation(1dosputes

2performance

3process

4presentations

5formaility

6arbitration may

be 7approach

arbitration8the

relatively low

9the arbitration

process

tends10the

arbitration

process is

somewhat)

10internation

legal

systems(1that

countrys 2certain

aspects of your 3a

court system in

england

4precedents

established

5comprehensive

and 6judges

7evidence

8interpretations

9preceding cases

10 lawsuit)

11types of

international

commercial

contracts

chapter12-16(1in

quiry6it may be a

sufficient 7no

contract is formed

intil 8conflicting

clauses 9if goods

are of high value

10you may need

a )

12types of

international

commercial

contracts

chapter17-21(1po

ssesses 2owns

3acts 4purchases

5resells 6hires a

local 7distribute

goods or

servisces 8gives

possession of

them 9differs

from the

distribution

10involve the

sale)

翻译E-C

1.The

buyer is

responsible for

the following

costs and charges

incurred in the

sale and transport

of the goods as

following.买方承

担在货物运输和

销售中产生的下

述的成本和费

用。

2.The

goods shall be delivered FOB New York on or before 4th, September 2009. The seller shall deliver the goods in a single shipment.现货将在2009年9月4日于纽约船上交货。卖方将一次性发送货物。

3.The mode of transport to the point if delivery is at the seller’s discretion. The seller shall make every effort to commerce transport of the goods so that they will arrive by the delivery date.到货地的运输方式将由卖方决定。卖方应尽一切努力启运货物以便能及时交货。

4.If there is any delay, the seller shall immediately notify the buyer of the delay, the expected time for completion, and the reason for the delay.如果延迟交货，卖方应立即同意买方延迟交货，预期的到达时间并告知延迟的理由。

5.The buyer will then have the option to renegotiate with the seller for a new delivery date, which the parties shall confirm in writing as a modification to this agreement, or to notify the seller that the agreement is terminated.买方有权就新的交货日期与卖方进行重新磋商，双方将以书面形式确认对合同的修

改。或者，买方

有权通知卖方终

止合同。

6.The

buyer/seller shall

obtain and pay for

all insurance on

the goods while

in transit,

provided that the

insurance

obtained shall

include for the

protection of the

seller coverage

for the following.

买方应为运输种

的货物投保，如

果买方所投的保

险包括含下列险

种以保护卖方利

益的话。

7.Evide

nce of this

insurance, in the

form of a copy of

the policy or

other statement

provided by the

insure, shall be

provided to the

buyer before the

goods are shipped.

在货物运输前，

应将保险证明，

例如保单或有保

险人所出具的其

他证明提供给买

方。

8.Each

party is

responsible for

obtaining on its

own account any

other insurance

coverage for the

goods that he/she

may desire. 买卖

双方为自己的利

益为货物所投保

的险种将由其自

行承担费用。

9.Title

to the goods will

pass to the buyer

at the time the

goods are

delivered to the

New York port

provided the

buyer has

transmitted

payment to the

seller by that time.

如果买方在交货

时已向卖方付

款，那么货物所

有权在货物到达

纽约港时转移至

买方。

10.The

buyer covenants

that the goods

shall be shipped

to and delivered

in US and that the

buyer shall not

ship or deliver the

goods to any

other country, nor

shall the buyer

re-export the

goods after

delivery in US.

买方保证货物将

被运送到美国，

并保证货物不应

被运往其他国

家。买方也不应

该在货物到达美

国后再出口。

11.Provi

ded the buyer has

not altered the

goods or the

packaging of the

goods in any

manner before

seller shall defend

any suit for

damages brought

against the buyer

based on a defect

in the materials,

design, or

manufacturing of

the goods or on

patent or

trademark

infringement in

connection with

the sale or use of

the goods.如果买

方未在销售前以

任何形式变更货

物或是货物的包

装，那么针对买

房提起货物存在

材料，设计或生

产上的瑕疵，或

是侵犯了与货物

销售，生产相关

的专利权，商标

权而要求赔偿的

诉讼，卖方应予

以辩护。

12.If an

action is brought

against the buyer,

it shall promptly

notify the seller.

如果买房提起此

类诉讼，买方应

立即通知卖方。

13.The

seller shall

indemnify the

buyer against any

liability, damage

or express

incurred in

connection with

any such suit and

shall pay any

judgment entered

against the buyer

in such suit.卖方

应补偿买方任何

由此类诉讼所承

担的责任、支付

的赔偿、花费及

诉讼费用。

14.The

parties agree that

time is of the

essence or timely

performance of

this agreement is

important,

provided that if a

party fails to

perform on time,

the parties shall

strive to

renegotiate the

terms.双方认可

履行时间是合同

实质性内容，或

及时履行本合同

意义重大，如果

一方未能按期履

行，双方应尽力

重新协商合同。

15.This

agreement is

subject to the

issuance of an

import license to

the buyer by the

appropriate

agency of US

government and

the issuance of an

export license to

the seller by the

appropriate

agency of China

government.这一

协议的生效条件

是：买方获得美

国政府部门签发

的进口许可证，

卖方获得中国政

府部门签发的出

口许可证。

16.If

either party

notifies the other

party that it will

not, or is unable

to, perform this

agreement, the

party receiving

notices is entitled

to cancel the

agreement.如果

任何一方通知另

一方不会或不能

履行协议，收到

通知的一方有权

撤销协议。

17.To

make the

cancellation

effective, the

party seeking to

cancel must give

notice to the other

party that the

agreement is

deemed canceled.

为了使撤销有

效，撤销的一方

应通知另一方协

议已撤销。

18.The

date of the

cancellation shell

be the date on

which the party

receives the

notice of the

nonperformance.

撤销的日期应是

当事人收到不履

行协议通知的日

期。

19.All

modifications of

this agreement

must be in writing

and signed by the

parties or their

authorized agents.

If a party waives

any of its rights

under this

agreement to

make a claim for

breach, that

waiver shall have

no effect with

regard to the

party's right to

enforce the

Agreement.对本协议所做出的任何修改必须以书面形式做出并由各方或其授权的代理人签署。如果一方放弃协议中起诉违约的权利，此弃权不应影响这一方强制实施本协议的权利。

20.This agreement is the entire understanding between the parties. The seller is not bound by any statements, representations, promises or inducements, regardless of whether made by the seller, agent, or employee, unless it is set forth in this agreement.各方完全理解本协议内容。除协议中有规定外，无聊是否为卖方、代理人或雇员所做出的陈述、表述和承诺，卖方将不受其约束。

21.The buyer specifically agrees that no reliance has been placed on any representations other than the provisions contained in this agreement。买方特别认可不信任本合同条款规定外的其他陈述。

22.To give notice pursuant to this agreement, a party must send written notice to the other party at the address stated in this agreement.Notice is deemed to be given at the time it is received.根据本协议规定，

发通知时，一方

必须向另一方按

协议中指定的地

点发出书面的通

知。另一方收到

通知时通知生

效。

23. A

party must notify

the other party in

writing of any

change in its

address within 15

days of the

effective date of

the change.当地

址发生变动时，

一方必须在变动

后15天内书面通

知对方。

1.If the

Seller delivers to

the Buyer goods

that are in

quantity more or

less than the

quantity specified

in this Contract,

the quantity

delivered shall be

accept able,

provided it varies

by no more than 2

percent of the

quantity specified

in this Contracts.

如果卖方交付给

买方的货物数量

接近合同中规定

的货物数量，并

且交付的货物数

量与合同中规定

的数量差不超过

2%，那么所交

付的数量即可以

接收。

2.If the

goods delivered

differ in type,

color, or other

characteristics

from the

description

specified in this

Contract, the

Goods shall be

accepted provided

that the Buyer

approves the

change in writing.

所交付的货物如

果在种类，颜色

或是其他特质上

不同于合同中的

货物描述，如果

买方以书面方式

接受变更，那么

变更后的货物视

为可以接受的货

物。

3.The

parties understand

that the color or

composition of

the Goods varies

depending on the

raw material

available for

manufacture.双方

当事人知道货物

的颜色或是成分

由于可获得的生

产材料不同而存

在差异。

4.The

parties understand

that the color or

composition of

the Goods varies

because the

Goods ate

produced by band.

双方当事人知道

由于货物是手工

制作而使得颜色

或是成分存在差

异。

5.The

color and

composition of

the Goods is at

the discretion of

the Seller,

provided that the

quality of the

goods is not

affected and

provided that if

the color is any

shade of purple.

如果货物的品质

不受任何影响，

并且颜色属于同

一紫色色系，哪

么由卖方决定货

物的颜色与成

分。

6.The

Seller must give

the Buyer written

notice 15 days in

advance of the

date if shipment.

Within two days

receipt of the

notice of change,

the Buyer has the

option cancel the

contract or to

confirm the

change, which

option can be

exercised only by

written notice to

the Seller.卖方在

装船前15天给买

方以书面通知。

在收到货物变更

通知15天内，买

方有权选择撤销

合同，或是选择

接受货物变更，

选择权必须给卖

方书面通知的方

式行使。

7.If no

written notice of

cancellation is

received, the

Seller will ship

the available

Goods of the

preferred color or

composition and

will make up the

difference with

goods of at least

the same quality.

如果卖方没有接

到任何撤销或是

接受的书面通

知，那么卖方将

发运卖方可以获

得的，卖方首选

的颜色和成分的

货物，并用至少

相同质量的货物

来补足差额。

8.No

later than 15 days

in advance of the

date of delivery,

either party may

notify the other

party in writing of

a change in the

quantity or

specification of

the Goods,

provided that any

requested change

in quantity shall

not be more than

150 units nor less

than 100 units,

and the reason for

any requested

change in

specification must

be given in the

written notice.在

不迟于发货日期

15天前，如果货

物数量上的变更

不多于150件或

不少于100件，

并且必须书面告

知对方当事人货

物规格标准的变

更缘由，那么任

何一方都可以通

过书面方式告知

另一方当事人关

于货物数量或规

格标准的变更。

9.After

the Initial

shipment, the

Buyer is entitled

to return to the

Seller any Goods

that is has not

been able to sell

after a period of

30 days despite

reasonable and

diligent

marketing efforts.

在首次装船后，

买方有权将虽然

经过合理及勤勉

努力仍不能在30

日后售出的货物

退还给卖方。

1.Your

order will not

create a binding

contract between

us. After we have

received your

order, we confirm

in writing our

acceptance, at

which time we

will then have a

binding contract

with you.你方的

订单不会成为对

双方具有约束力

的合同。在我方

收到你方的订单

后，我方将以书

面形式确认我方

已接受，接受订

单时即为双方订

立有约束力的合

同。

2.We

will deliver the

goods ordered to

your address as

stated above,

unless you

specify a different

address in your order. The delivery shall be within 80 days of out receipt of your order, unless we otherwise inform you.除非你方在订单中载明不同地址外，我方将按照上述地址向你方交所订货物。除我方另行通知之外，在收到你方订单八十天内我方交货。

3.If we do not receive an order from you by 7th, July 2009, this withdrawn. We look forward to hearing from you.如我方到2009年5月7日为止未收到你方订单，此要约撤销。盼回复。

4.If the buyer believes that any goods delivered are defective, the buyer's only remedy shall be to return the goods to the seller.如果买方认为所交付的货物有瑕疵，最好的办法是卖方把货物返还卖方。

5.If the goods are returned to the seller and are accepted as defective, the seller shall replace the goods as originally ordered, provided the buyer requests replacement and provided that replacement goods can still be provided.如果买方要求换货，并有货可换，在货物被退还至卖方并被认为确有瑕疵后，卖方应为买方换原定的货

物。

6.The

seller's

acceptance of any

order is subject to

the seller's receipt

of all licenses

required for

purchase and

manufacture and

to the seller's

ability to acquire

the raw materials.

只有卖方获得购

买及生产货物的

全部许可证并且

有能力获得原材

料才可以接受此

订单。

7.If the

seller cannot

complete an order

because license or

raw materials are

unavailable, the

seller has the

right to cancel the

contract.如果卖

方由于不能获得

许可证和原材料

而无法完成订

单，卖方有权撤

销合同。

8.All

Intellectual

property rights

associated with

the

goods-including

but not limited to

company names,

trade names,

trademarks,

service marks,

patents, designs,

and

copyrights-remai

n the property of

the seller.所有和

货物相关的知识

产权都归买方所

有，包括且不限

于国内公司名

称、商号、商标、

服务标识、专利、

设计及版权。

9.The

buyer shall not

modify the goods

or the design,

packaging, or

labeling of the

goods in any way,

and all

advertising must

specify that the

seller owns the

intellectual

property rights.买

方无权以任何形

式修改货物本

身，或其设计、

包装、标签，所

做全部的广告必

须指明卖方拥有

知识产权。

1.If the

goods are not to

your satisfaction,

you may return

them to us within

10 working days

of receiving them

for a full refund

of deposit.如果你

方对货物不满

意，可以在收到

货物10个工作日

内退货，定金全

额退还。

2.We

confirm your

order received on

Dec. 10,2010 for

the goods as

attached in the

Exhibit A with a

total price of

US$ Twelve

Thousand.我们确

认在2010年12

月10日收到你方

如表A中所列的

共计12000美元

的商品订单。

1.The

Seller warrants

that the Goods

delivered are free

from defects in

material or

workmanship and

conform strictly

to the Buyer's

specifications,

drawings, or

samples.卖方保

证交付的货物不

存在任何材料或

是工艺上的瑕

疵，并保证货物

严格符合买方的

规格标准，制图

或是样本。

2.This

warranty remains

in force after all

inspections,

deliveries,

acceptances, and

payments have

been made for the

Goods.本担保条

款在完成货物检

验，交货，收货

及付款后一直有

效。

3.No

assignments or

delegations are

allowed under

this Purchase

Order by either

party without the

prior written

consent of the

other party.任何

一方当事人未经

对方当事人先前

的书面许可不得

转让合同。

4.If the

Seller accepts this

Purchase Order

without alteration,

deletion, or

addition to any

provisions, the

parties shall have

s contract that

binds both of

them.如果卖方没

有更改，删除或

是添加任何合同

条款并接受此购

货订单，那么双

方即成立对双方

当事人有约束力

的合同。

5.Altera

tions, deletions,

or additions to

any provisions

shall be

considered a

counteroffer, and

the Buyer's

acceptance of

order shall be

required to form a

binding contract.

对合同条款的变

更，删除或是添

加将被认为是反

要约，买方接受

订单将成立有约

束力的合同。

6.No

disclosure of the

specifications

shall be made to

any person or

entity other than

the Seller's

employees,

subcontractors, or

government

inspectors.除非是

对方员工，分包

商或是检验的政

府机关，不得对

任何人或是组织

泄漏货物的规格

标准。

7.When

the Purchase

Order is complete,

or at any time the

Buyer requests,

the Seller shall

promptly return

specifications to

the Buyer.卖方在

订单完成后或是

在买方要求的任

何时间立即将货

物的规格标准交

给买方。

1.The

seller shall retain

title to the goods

until the buyer

has paid the

purchase price in

full as provided in

this agreement,

notwithstanding

that the goods are

delivered to the

buyer before

payment is made.

依照本协议，无

论货物是否移交

买方，卖方保有

货物所有权直到

买方付清全部货

款。

2.If the

parties fail to

resolve the

dispute, the buyer

will either return

the goods to the

seller or will give

the seller access

to the buyer's

promises to

retake the goods.

如果双方当事人

未能解决纠纷，

那么买方可以将

货物返还至买

方，或是给卖方

提供便利以便卖

方从买方处所取回货物。

3.The company holds exclusive rights in the intellectual property connected with its goods and services.No transfer of these rights is being made to the consultant.公司持有货物和服务知识产权的专属权。这些权利不应转让给顾问。

4.The consultant covenants to protect the company's exclusive rights and to avoid infringing them.顾问保证保护、不侵犯公司的专属权。

5.The sales representative agrees~~a timely manner销售代表同意代表省产生在中国境内积极的销售和营销货物销售代表应把所有消费者的订单及时交给生产商

6.We are now in the market for the groundnuts~~tim e of delivery我方预购花生如果能进早报你方最优惠成本加运费的上海家并注明规格和交货期等全部细节我们将不胜感激额

7.Thank you for your interest~~describi ng the product感谢您对我方花生产品的兴趣随函所付是对产品的描述目录

8.We acknowledge receipt of your

letter~~final

confirmation你公

司9月20日来信

询价我方花生已

经熟悉子给你放

花生报价如下

9.We

have received

your offer

of!~~lower than

yours我方收到

你方9月21日报

价发现你方的报

价太高难以接受

因为山东产的此

类产品家和低于

你方10%

10.We

have received

your~~purchase

order我方收到你

方9月22日要求

减价10%的回函

子告知我方确认

你方的订单

C-E

1．买方应

于交货之日后30

天内交付货款。

The buyer shall

pay the purchase

price no later than

30 days before

the delivery date.

2．卖方负

责获得、填写所

有的出口单据，

向海关出具所有

的出口单据及支

付海关清关所需

的一切费用。The

seller shall be

responsible for

obtaining,

completing, and

presenting to US

customs all

export

documentation

and fees required

for clearance.

3．当所有

进口的要求都已

达到后，买房必

须通知卖方。The

buyer must notify

the seller that all

import

requirements

have been met.

4．只有在

买方及时的提供

给卖方它已办好

进口的手续并缴

纳了费用的证据

后，卖方才会装

船。The seller is

not required to

ship the goods

until the buyer

furnishes the

seller with proof

that the import

requirements and

fees have been or

will be timely

met.

5．卖方为

货物运输开具临

时发票。发票上

必须具体说明货

物，写明货物的

数量和价格。The

seller shall issue

provisional

invoices for the

shipment of the

goods. The

invoices must

specifically

describe the

goods, the

quantity of the

goods, and the

price of the

goods.

6．买方有

权在买方的营业

地检验或让其代

理人检验货物。

The buyer is

entitled to inspect,

or to have its

agent inspect, the

goods at the

buyer's place of

business or point

of shipping.

7．卖方应

支付退货的运费

并满足协议中所

规定的货物描述

和规格的货物替

卖方或其代理人

所拒收的货物。

The seller shall

pay return freight

charges and shall

replace goods that

the buyer or its

agent rejects with

foods that meet

the description

and specifications

set forth in this

agreement.

8．在检验

并接收货物后，

卖方或其代理人

应开具检验证明

或接受证书。On

completion of the

inspection and

acceptance of the

goods, the buyer

or its agent shall

execute a

certificate of

inspection and

acceptance.

9．检验和

开具证书的费用

由买方负责。买

方为能检验货物

将被视为买方在

货物交付时就接

受了货物。The

inspection and

execution of the

certificate shall

be at the buyer's

cost. The buyer's

failure to

inspection and

acceptance.

10．卖方明

示担保货物不存

在材料、工艺和

装配的瑕疵。The

seller expressly

warrants that the

goods are free

from all defects

of material,

workmanship, or

installation.

11．除了本

协议中所明确提

出的，卖方不会

以任何方式为货

物担保。Expect

as expressly

stated in this

agreement, the

seller does not

warrant the goods

in any manner at

all.

12．卖方不

对货物的特殊适

用性和商销性提

供默示担保。货

物按货样销售。

Implied warrants

of fitness for a

particular purpose

or of

merchantability

are disclaimed.

The goods are

sold "as is".

13．买方理

解并同意不能依

赖于卖方的技能

和判断力为任何

特殊的目的去选

择供货物。The

buyer understands

and agrees that no

reliance has been

placed on the

seller's skill and

judgment to

select or furnish

goods for any

particular

purpose.

14．买方知

道卖方对其货物

在产品设计，专

利，商标，商号，

和公司名称的相

关使用上享有专

有权。The buyer

understands that

the seller owns

the exclusive

rights in the

designs, patents,

trademarks, trade

names, and

company names

used in

connection with

the seller's goods.

15．买方不

享有卖方的任何

知识产权。买方

也不得作为所有

者使用卖方的知

识产权，也不得

在任何其他国家

像登记自己知识

产权那样登记买

方的知识产权。

The buyer is

given no rights in

any of the seller's

intellectual

property. The

buyer shall not

use the seller's

intellectual

property as if it

were the buyer's

own property, not

shall the buyer

register the

seller's

intellectual

property in any

country as if it

were the buyer's

own.

16．买方认可它未经授权的使用，登记卖方的知识产权，或是欺诈性、迷惑性的使用与卖方类似的知识产权将构成对卖方知识产权的侵犯。The buyer acknowledges that its unauthorized use or registration of the seller's intellectual property, or of any intellectual property that is confusingly or deceptively similar to the seller's intellectual property, shall be deemed an infringement of the seller's exclusive rights.

17．双方理解违反协议将造成违约一方在销售、市场和商誉方面难以计算的损失。Each party understands that a breach of this agreement will cause the non-breaching party damages that will be difficult to calculate in terms of sales, marks, and goodwill lost.

18．如果卖方不能交货是由于除买方错误之外的其他原因，卖方将向买方支付总计1百万美元的赔偿金。If the seller cannot deliver the goods for any reason other than by fault of the buyer, the seller shall pay to the buyer as liquidated damages the sum of currency and amount US $ 1 million.

19．如果买

方侵犯卖方的知

识产权，买方每

继续使用一天则

向卖方支付一千

美元的赔偿金。

If the buyer

infringes the

seller's

intellectual

property, the

buyer shall pay to

the seller as

liquidated

damages the sum

of currency and

amount

US$ 1,000.00 for

each day of

continued use.

20．无论如

何，约定赔偿金

不会影响卖方组

织阻止买方继续

使用卖方知识产

权的权利。

Payment of

liquidated

damages shall not,

in any way, affect

the seller's rights

to stop the buyer's

continued use of

the seller's

intellectual

property.

21．除了适

用约定赔偿金

时，如果合同双

方就协议条款和

条款、条件的履

行发生争议，将

根据中国的仲裁

条款解决争端。

Except when

liquidated

damages apply, if

a disputed arises

between the

parties to this

agreement with

regard to any of

the provisions or

the performance

or any terms and

conditions of this

agreement, the

dispute shall be

settled by the

arbitration rules

in China.

22．各方理

解并同意此协议

适用中国法律。

协议按照联合国

国际货物买卖公

约解释。The

parties understand

and agree that the

laws of China

shall be applied to

interpret this

agreement. This

agreement

23．任何要

求解决争端的诉

讼将提请中国法

院。Any action

filed to resolve a

dispute between

the parties must

be brought in

China.

24．本协议

对协议各方，各

方的继任者和受

让人有约束力，

其转让有一定的

限制。This

agreement binds

the benefit of the

parties, their

successors, and

assigness, subject

to the limitations

of any

assignment.

25．没有得

到另一方的书面

同意，任何一方

不得转让其在协

议中的权利和义

务。Neither party

may assign the

rights or delegate

the performance

of its duties under

this agreement

without the prior

written consent of

the other party.

26．如果本

协议的任何条款

由于某种原因而

无效或不能强制

实施，那一条款

就是完全独立

的，被认为独立

于其他条款的。

If any provision

of this agreement

is held invalid or

unenforceable for

any reason, that

provision is fully

separable, and

shall be deemed

separated from

the rest of this

agreement.

27．协议中

的其他条款将是

有效的、可强制

实施的就像那一

无效、不能强制

实施的条款不是

本协议中的一部

分似的。The

remaining

provisions shall

be valid and

enforceable as if

the invalid or

unenforceable

provision were

not part of this

agreement.

28．各方向

对方保证其具有

签订本协议和受

本协议条款约束

的法律行为能

力。The parties

warrant to each

other that each

has legal capacity

to enter into and

be bound by the

terms of this

agreement.

1．卖方同

意出售买方同意

购买卖方于七月

十五日至九月十

五日内，在卖方

工厂内生产的所

有指定货物。双

方当事人同意货

物的数量在3000

件左右。The

seller agrees to

sell and the buyer

agrees to

purchase from the

setter

manufacturers at

its factory from

15th, July to 15th ,

September. The

parties agree that

the quantity of

goods shall be

approximately

3000 unites.

2．卖方同

意出售买方同意

购买买方于七月

十五日至九月十

五日内所需要的

全部指定货物。

The seller agrees

to sell to the

buyer all the

quantities of

designated goods

that the buyer

requires from 15th,

July to 15th,

September.

3．双方当

事人同意卖方同

意出售买方同意

购买至少2000件

货物，但是卖方

不会提供多余

3000件的货物。

The parties agree

that the seller will

sell and the buyer

will purchase at

least 2000 units

of the Goods, but

the Seller will not

be required to

supply more than

3000 units of the

Goods.

4．如果在

交货前，出于任

何原因，卖方的

生产成本大幅度

上升，导致卖方

如果按购买价格

出售货物将会遭

受极度艰辛，那

么双方同意应尽

力就公平合理的

价格重新协商。

If for any reason

before the Goods

are delivered, the

Seller's

manufacturing

and production

costs increase so

much that the

seller will incur

extreme hardship

by selling the

Goods at the

Purchase Price,

the parties agree

that they will

endeavor to

renegotiate a fair

arid reasonable

price.

5．为了要

求重新协商，至

少在交货前30

天，卖方必须以

书面方式通知买

方需要对购买价

格重新协商。To request renegotiation, at least 30 days before the Delivery Date, the seller must notify the buyer in writing of the need

6．如果双方当事人未能就新的购买价格达成一致，那么本合同终止，任何一方当事人不承担任何责任。If the parties fall to agree to anew purchase price, this Agreement shall terminate without liability to either party.

7．如果在交货前，出于任何原因，货物的市场价格大幅度下降，导致买方如果按购买价格出售货物将会遭受极度艰辛，买方将享有和卖方一样寻求重新协商的权利。If for any reason before the Goods are delivered, the market price of the Goods decreases so much that the buyer will incur extreme hardship by purchasing them at the Purchase Price, the buyer shall have the same right as the seller to seek renegotiation.

8．在接受货物之前，买方有权在交货时间和地点检验货物。Before accepting the goods, the buyer has a right to inspect them at the time and place where they are delivered.

9．在接受

货物之前，买方

有权在货物到达

买方指定地点后

检验货物。Before

accepting the

Goods, the buyer

has a right to

inspect them after

they reach the

buyer's

designated place.

10．必须在

货物到达目的地

后5个工作日内

接受或拒收货

物。买方未能检

验货物将视为放

弃检验权。

Acceptance or

rejection must be

made within 5 of

working days

from the date the

Goods reach that

destination. The

buyer's failure to

inspect the Goods

shall be deemed a

waiver of the

right of

inspection.

1．卖方所

指定的任何交货

时间和日期仅是

预计到货时间。

卖方将通知买方

延误的发生和新

的预计到货时

间。Any delivery

time or date

designated by the

seller is an

estimate only.

The seller shall

notify the buyer

of any delay and

of a new

estimated

delivery date.

2．如果推

迟交货超过原预

定时间30天，买

方有权在预定交

货日期至少5天

内，以书面方式

告知卖方撤销合

同。If delivery is

delayed more

than thirty days

after the date

originally

designated, the

buyer has a right

to cancel the

contract by giving

written notice to

the seller at least

five days in

advance of the

estimated

delivery date.

3．由于买

方提供了特定的

规格标准而导致

卖方不能在指定

日期交货，将不

认为为违约。The

seller's inability

to meet the

delivery date

designated

because the buyer

has furnished

particular

specifications will

not be a breach of

contract.

4．如果买

方在要约指定时

间内订货，尽管

货物的生产成本

发生变化，货物

价格保持不变。

If the buyer

places an order

within the time

designated in this

offer, the price for

the goods shall

remain firm

notwithstanding

any variation in

the costs of

producing the

goods.

5．凡因本

合同所引出的争

端应提交双方当

事人指定的仲裁

员。仲裁员的裁

决对双方都有约

束力。The parties

agree to submit

any disputes

under the contract

to an arbitrator to

be appointed by

the parties. The

parties shall

accept the

arbitrator's

decision as

binding.

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

将遭受巨大损

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 will incur

substantial losses.

2．通过签

署该条约，卖方

将明确表示交货

时间是该合同的

实质性条款，任

何的延迟交货将

被认定为违约。

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.

3．如果延

迟交货，买方将

有权利撤销该订

单，从其他货源

处购买替代货

物，并要求卖方

承担此产生的相

应损失。If

delivery is

delayed, the

buyer has a right

to cancel this

Purchase Order,

to purchase

replacement

Goods from

another source,

and to hold the

seller accountable

for resulting

losses.

4．货物的

价格不应高于卖

方最后向买方的

报价或要价，除

非买方以书面方

式认可。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．应在30

天内支付货款。

在30天内付款买

方将获得2%的

折扣。Payment

shall be net 30

days. The buyer

shall be allowed a

discount of 2%

percent for

transmitting

payment within

30 days of the

billing date.

6．买方有

权撤销全部合

同，接受替代的

货物，或接受不

足的货物。价格

应按照实际交货

数量调整。The

buyer then has a

right to cancel the

entire contract,

accept substitute

goods, or accept

the reduced

quantity. The

price shall be

adjusted to reflect

the goods actually

received.

7．如你公

司能保证价格可

行，品质优良，

交期迅速，我们

能大量经营该商

品。If you can

assure us of

workable prices,

excellent quality

and prompt

delivery, we shall

be able to deal in

these goods on a

substantial scale.

1．特许人

授予受特许人许

可——在该地域

和协议生效期或

续展期内使用该

知识产权经营肯

德基业务。The

Franchisor grants

to the Franchisee

a license, within

the Territory, to

operate a KFC business under the intellectual Property during the terms of Agreement and any renewal of the Agreement.

1．双方承认他们意图建立一个互惠互利的关系，为此，他们将努力通过友好磋商方式解决争端。The parties acknowledge that they intend to establish a mutually beneficial relationship and that, to this end,they will strive to resolve any disagreements between them through amicable negotiations.

2．生产商指定经销商作为这一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 resale, lease, or rent of the goods in the territory.

1．依照本协议，交给受托人的货物为寄售货物。货物一直归制造商能够所有和控制直到卖给客户。All goods delivered to the consignee pursuant to this agreement shall be held on consignment. The goods shall remain at all times under the ownership, direction, and control of the manufacturer until they are sold to customers.

1．为在该

地域进行销售，

许可人赋予受许

可人“许可和授

权”。受许可人可

以在协议生效期

内使用为该地区

销售的由受许可

人制造成为其制

造的商品相关的

知识产权。The

Licensor grants to

the license and

authority to use

the Intellectual

Property on

and/or in

connection with

the Goods made

by or for the

Licensee for sale

in the Territory

fort the time that

this Agreement is

in force.

2．依照本

协议无论货物是

否已交给买方

卖方保有货物所

有权直到买方付

清全部贷款the

seller shall retain

title to the retain

title to the goods

until the buyer

has paid the

purchase price in

full as provided in

this agreement

notwithstanding

that the goods are

delivered to the

buyer before full

payment is made

3．如果双

方当事人未能解

决纠纷那么买方

可以将货物返还

至卖方~~取回货

物if the parties

fail to resolve the

dispute the buyer

will either return

the goods to the

seller or will give

the seller access

to the buyers

premises to retake

the goods

4．买卖双

方签订本合同并

同意按照如下条

款买卖货物this

contract is made

by and between

the seller and the

buyer whereby

the seller agrees

to sell and the

buyer agrees to

buy th efollowing

goods according

to the terms and

condition as

below

5．本合同

由买卖双方在中

国挂广州用英文

写成两种文体

the contract is

concluded in

guangzhou china

and made out in

chinese and

english both

version being

equally authentic

by and between

the seller and the

buyer

6．本合同

由飞龙公司主营

在哈尔滨与杰克

公司主营在美国

与2011年签订

this contract is

made on

jan8,2011china

between fly

dragon co with its

principal office at

harbin china

(hereinafter called

party A)nd jack

jackson co. With

its principal office

atNY

us(hereinafter

called partyB)

7．本协议

由甲方（注册在

英国伦敦）与乙

方（上海）签订

this agreement

is entered into

between the party

A having its

registered office

at London UK

and the party B

having its

registered office

at shanghai china

on the followin

therm and

conditions

8．双方同

意甲方委托乙方

座位其销售代理

按照下列条件销

售the two parties

have mutuallly

agreed the party A

appoints party

B to act as its

sales agent to sell

the commodity

mentioned below

under the terms

and conditions

specified as

follows