合同常用语

法律/合同常用语（1）

古旧状语

nothing contained herein, hereinafter referred to as Party A, provisions hereunder,

I hereby do solemnly depose and say

IN WITNESS WHEREOF, the parties here to set their hands hereunto the 1st day of February 2012 正式用语

aforesaid/aforementioned/foregoing = mentioned above

forthwith = immediately

to wit = that is to say

in lieu of = instead of (supersede = replace)

provided; provided that; however

notwithstanding = in spite of/despite

upon = as soon as: upon request; upon the occurrence of

“应当做……”与“有权做”

应当做

shall do

be required to do

shall be liable for

be under the obligation to do (shall) be obliged to do

it is one’s obligation to do 有权做

may do

shall/will have the right to do (shall) reserve the right to do

be entitled to do/sth

be authorized/have the authority to do

行为人有自行决定做某事的权利

shall be at liberty to do/shall do sth at one’s option

The Seller shall, at his option, choose the best method, offering either complete or partial replacement or shall depreciate the equipment according to the state of the defect(s). The Buyer shall be at liberty to eliminate the defects himself at the Seller’s expenses after getting the written approval from the Seller.

常用表达

根据；符合：According to → in accordance with; in conformity with

为了：In order to → with a view to doing; for the purpose of doing

根据/依照约定: subject to; pursuant to; in pursuance of; pertaining to; pertinent to; under; in accordance with; as per; as provided; as set forth; as stipulated; as set out; as contemplated; according to

除外条款: unless otherwise provided that; except as otherwise agreed herein; otherwise than specifically indicated herein to the contrary; save as otherwise stipulated

具有宽泛含义的短语: including but not limited to; without prejudice to; without limit the generality of the foregoing; as sb deems fit and proper; as deemed necessary by sb.

尽力做某事: use all reasonable endeavors to do; endeavor to do; use one’s best efforts to do; exert one’s best efforts

未经事先书面同意: without sb’t prior written consent; in the absence of one’s prior written cons ent 因为：attributable to; by virtue of; on account of (=due to; because of)

费用由谁负担: costs and expenses shall be borne by sb; sth shall be the expense of sb; payment for sth shall be the responsibility of sb; sth shall be (due and) payable by A to B; cost shall be additional to sb; do sth with cost to sb; do sth at cost to sb; at one’s expense

日期表达: （于某日）as of; dated（自某日起）as of/from; from; starting from; starting on; （截止某日）to/till (在某日之前；提前多少日）prior to, no later than, on or before, prior to or before

年龄：years of age (=years old); years of age and above/under

送达：dispatch, deliver, send, serve; 专人送达personal delivery, courier service; 邮寄送达delivery by post/mail; 特快专递送达express mail service, speed post; 传真送达delivery by fax

附件：annex (annexes), appendix (appendices), schedule (schedules), addendum (addenda), exhibit (exhibits), attachment (attachments)

副本：(与原件original相对) counterpart, copy, duplicate, photocopy, carbon copy; hard copy 与electronic copy相对

依~~情况而定as the case may be/require; by reference to the then existing facts and circumstances; if applicable; if any; whichever is later/earlier/lower/higher…; … shall prevail

Institute (take /start ) proceedings against 对提起诉讼，控告

定义条款

定义部分开头概括句：

As used in this Agreement, the following terms shall have respective meanings as set forth below: The following terms as used in this Agreement shall have the meanings set forth in this Article:

For the purpose of this Contract, terms as contained herein shall have the meanings given below:

In this Agreement the following terms have the following meaning unless the context clearly requires otherwise:

分别定义条款

“Net Profits and Net Losses” means/shall mean/shall have the meaning of the taxable income and loss of the Venture.

“Baht” or the abbreviation “Bht” refers/shall refer to the then lawful currency of the Kingdom of Thailand.

“Effective Date” shall be construed as the date of execution of the Contract.

条件从句的表达

Where

if ; if and whenever when

should (+原型动词）in the event / in case that /of insofar as = as long as provided /providing that

on the conditions that

状语位置常插入主谓之间

法律文体中状语位置灵活。

单一副词放在动词之前或之后；e.g. clearly

并列副词置于动词之后；e.g. do sth directly or indirectly / orally or in writing

状语是短语或从句的，以放在主谓之间（助动词之后）用逗号隔开为特色，也可防在谓宾之间、句末或句首。e.g. at one’s expense, at liberty; at one’s option; within 30 days; if …

赘言couplets, triplets

by and between

terms and conditions provisions and stipulations covenants and agreements licenses and permits each and all/every

full and complete

free and clear of

null and void

in full force and effect customs fees and duties import duty and tax

packing and wrapping expenses losses and damages

deem and consider

have and hold

keep/support and maintain sign and issue

rights and interests