英文合同的通用条款(定义与解释条款Definition and Interpretation)

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英文合同的通用条款定义与解释条款

英文合同的通用条款（定义与解释条款Definition and Interpretation）1. Definition. In this Agreement, the following terms shall have the following meaning unless the context clearly requires otherwise:“TERM 1” means …refers to …sha ll have the (same) meaning defined in …shall be construed as …includes…In relation to means …For the purpose of “TERM 2” refers to …In connection with shall have the (s ame) meaning defined in …In respect of shall be construed as …“TERM 3” means …+ *** which,refers to1) ………………………………………………………………;2) ………………………………………………………………;…2. Interpretation. Unless the context otherwise requires:a. words singular and plural in number shall be deemed to include the other;b. all references to include a reference to any measures amending, supplementing or repealing any relevant from time to time;c. the terms “XYZ” shall be being at all times construed as unless the content specially indicates otherwise, whether or not the words “XYZ” are expressly stated in any particular instance in this Agreement;….3. XXX Meaning. Words not otherwise defined herein that have well known and generally accepted adj. meanings are used herein in accordance with such recognized meanings. Unless otherwise agreed to by the Parties, all units of measurement shall be stated in the system.4. Headings; Sections References. Section headings are for convenience of reference only, do not form part of this Agreement, and shall not be deemed to limit or otherwise affect any of the provisions hereof.5. Precedence. In case of express conflict between provisions of the of this Agreement, the order of precedence in construction and interpretation of such provisions shall be as follows:a. ; andb. .Subject to the foregoing, if any requirements specified in any 1 conflict with those of any other 2 , or if any requirement specified in any 1 conflict with any other requirements in such 2 , the requirements shall prevail. Notwithstanding the above, the provisions of this Agreement, including all Schedules, shall be wherever possible construed as complementary rather than conflicting.例：1. Definition. In this Agreement the following terms shall have the following meaningunless the context clearly requires otherwise:1. 定义。

英文合同的通用条款定义与解释条款

英文合同的通用条款（定义与解释条款Definition and Interpretation）1. Definition. In this Agreement, the following terms shall have the following meaning unless the context clearly requires otherwise:“TERM 1”means …refers to …shall have the (same) meaning defined in …shall be construed as …includes…In relation to means …For the purpose of “TERM 2”refers to …In connection with shall have the (same) meaning defined in …In respect of shall be construed as …“TERM 3”means …+ *** which,refers to1) ………………………………………………………………;2) ………………………………………………………………;…2. Interpretation. Unless the context otherwise requires:a. words singular and plural in number shall be deemed to include the other;b. all references to include a reference to any measures amending, supplementing or repealing any relevant from time to time;c. the terms “XYZ”shall be being at all times construed as unless the content specially indicates otherwise, whether or not the words “XYZ” are expressly stated in any particular instance in this Agreement;….3. XXX Meaning. Words not otherwise defined herein that have well known and generally accepted adj. meanings are used herein in accordance with such recognized meanings. Unless otherwise agreed to by the Parties, all units of measurement shall be stated in the system.4. Headings; Sections References. Section headings are for convenience of reference only, do not form part of this Agreement, and shall not be deemed to limit or otherwise affect any of the provisions hereof.5. Precedence. In case of express conflict between provisions of the of this Agreement, the order of precedence in construction and interpretation of such provisions shall be as follows:a. ; andb. .Subject to the foregoing, if any requirements specified in any 1 conflict with those of any other 2 , or if any requirement specified in any 1 conflict with any other requirements in such 2 , the requirements shall prevail. Notwithstanding the above, the provisions of this Agreement, including all Schedules, shall be wherever possible construed as complementary rather than conflicting.例：1. Definition. In this Agreement the following terms shall have the following meaning unless the context clearly requires otherwise:1. 定义。

(完整版)进出口通用合同条款

Terms and Conditions of Contract合同条款1. Definitions1. 定义l.1 In this Contract, the following terms shall be interpreted as indicated:1.1 本合同下列术语应解释为∶1) “The Contract” means the agreement entered into between the Purchaser and Supplier, as recorded in the Contract Form signed by the parties, including ail attachments and appendices there to and all documents incorporated by reference therein.1）“合同”系指买卖双方签署的、合同格式中载明的买卖双方所达成的协议，包括所有的附件、附录和上述文件所提到的构成合同的所有文件。

2) “The Contract Price” means the price payable to the Supplier under the Contract for the full and proper performance of its contractual obligations.2）“合同价”系指根据本合同规定卖方在正确地完全履行合同义务后买方应支付给卖方的价格。

3) “The Goods” means a1loft11e equipment, machinery, and/or other materials which the Supplier is required to supply to the Purchaser under the Contract.3）“货物”系指卖方根据本合同规定须向买方提供的一切设备、机械和/或其他材料。

2024版国际贸易合同完整英文

2024版国际贸易合同完整英文Contract Table of ContentsChapter 1: Preliminary1.1 Contract Introduction1.2 Purpose and Scope of the Contract1.3 Definitions and InterpretationsChapter 2: Contracting Parties2.1 Details of Party A2.2 Details of Party B2.3 Qualifications and Capacities of the Parties Chapter 3: Subject Matter of the Contract3.1 Description of Goods3.2 Scope of Services3.3 Delivery StandardsChapter 4: Price Terms4.1 Composition of Price4.2 Payment Conditions4.3 Price Adjustment MechanismChapter 5: Delivery and Transportation5.1 Delivery Schedule5.2 Transportation Arrangements5.3 Risk and Transfer of OwnershipChapter 6: Quality Assurance and Acceptance6.1 Quality Standards6.2 Acceptance Procedures6.3 Warranty PeriodChapter 7: Liability for Breach of Contract7.1 Definition of Breach7.2 Remedial Measures for Breach7.3 Compensation for BreachChapter 8: Force Majeure8.1 Events of Force Majeure8.2 Notification Obligation8.3 Consequences of Force MajeureChapter 9: Contract Modification and Termination 9.1 Procedures for Contract Modification9.2 Conditions for Contract Termination9.3 Rights and Obligations after Termination Chapter 10: Dispute Resolution10.1 Methods of Dispute Resolution10.2 Applicable Law10.3 Jurisdiction for Dispute ResolutionChapter 11: Intellectual Property11.1 Ownership of Intellectual Property11.2 Restrictions on the Use of Intellectual Property 11.3 Liability for Intellectual Property Infringement Chapter 12: Confidentiality Agreement12.1 Scope of Confidential Information12.2 Obligations of Confidentiality12.3 Duration of ConfidentialityChapter 13: Additional Provisions13.1 Introduction of Additional Provisions13.2 Legal Effect of Additional Provisions13.3 Modification of Additional ProvisionsChapter 14: Signature Page14.1 Signature of Party A14.2 Signature of Party B14.3 Date of Signature14.4 Place of SignatureChapter 15: Miscellaneous15.1 Changes in Law15.2 Effectiveness of the Contract15.3 Integrity of the Contract合同编号______第一章：Preliminary1.1 Contract IntroductionThis contract is entered into by and between Party A, hereinafter referred to as "", and Party B, hereinafter referred to as "", collectively referred to as "the Parties".1.2 Purpose and Scope of the ContractThe purpose of this contract is to stipulate the terms of cooperation between the Parties in international trade, including but not limited to the delivery of goods, provision of services, and payment of prices.1.3 Definitions and InterpretationsKey terms used in this contract are defined in Appendix A. The interpretation of the contract terms shall follow the principles of fairness and good faith.第二章：Contracting Parties2.1 Details of Party AName of Party A: ______, Address: ______, Legal Representative:______.2.2 Details of Party BName of Party B: ______, Address: ______, Legal Representative:______.2.3 Qualifications and Capacities of the PartiesBoth Parties hereby declare and guarantee that they possess the legal qualifications and capabilities necessary for the execution and fulfillment of this contract.第三章：Subject Matter of the Contract3.1 Description of GoodsA detailed description of the product specifications, models, quantities, etc., is provided in Appendix B.3.2 Scope of ServicesIf the contract includes services, the content, standards, and requirements of the services are detailed in Appendix C.3.3 Delivery StandardsThe quality standards and delivery conditions that the goods or services should meet are specified in Appendix D.第四章：Price Terms4.1 Composition of PriceThe total contract price, unit price, taxes, transportation costs, etc., are detailed in Appendix E.4.2 Payment ConditionsThe method of payment, payment timelines, and interest on delayed payments are specified in Appendix F.4.3 Price Adjustment MechanismThe conditions, procedures, and calculation methods for price adjustments are detailed in Appendix G.第五章：Delivery and Transportation5.1 Delivery ScheduleThe specific delivery timelines and progress schedule for goods or services are detailed in Appendix H.5.2 Transportation ArrangementsThe mode of transportation, cost bearing, and transportation insurance are specified in Appendix I.5.3 Risk and Transfer of OwnershipThe point of risk transfer, conditions, and timing for the transfer of ownership are detailed in Appendix J.第六章：Quality Assurance and Acceptance6.1 Quality StandardsThe quality standards and specifications that goods or services should comply with are specified in Appendix K.6.2 Acceptance ProceduresThe acceptance process, timelines, and acceptance criteria are detailed in Appendix L.6.3 Warranty PeriodThe start and end times of the quality warranty period, conditions, and responsibilities are specified in Appendix M.第七章：Liability for Breach of Contract7.1 Definition of BreachActs or omissions that violate the contract terms or fail tofulfill obligations are detailed in Appendix N.7.2 Remedial Measures for BreachRemedial measures for breach, including but not limited to liquidated damages and compensation, are specified in Appendix O.7.3 Compensation for BreachThe scope, calculation method, and payment conditions for compensation for breach are detailed in Appendix P.第八章：Force Majeure8.1 Events of Force MajeureThe definition, scope, and types of force majeure events are specified in Appendix Q.8.2 Notification ObligationThe notification procedures and time requirements in the event of force majeure are detailed in Appendix R.8.3 Consequences of Force MajeureThe impact of force majeure on the performance of the contract and the rights and obligations of both Parties are specified in Appendix S.第九章：Contract Modification and Termination9.1 Procedures for Contract ModificationThe conditions, procedures, and effectiveness requirements for contract modifications are detailed in Appendix T.9.2 Conditions for Contract TerminationThe circumstances, procedures, and conditions for contract termination are specified in Appendix U.9.3 Rights and Obligations after TerminationThe rights, obligations, and responsibilities of both Parties after contract termination are detailed in Appendix V.第十章：Dispute Resolution10.1 Methods of Dispute ResolutionThe preferred method of dispute resolution is negotiation, with alternative methods specified in Appendix W.10.2 Applicable LawThe law applicable to the resolution of contract disputes is specified in Appendix X.10.3 Jurisdiction for Dispute ResolutionThe location and jurisdictional body for dispute resolution are detailed in Appendix Y.第十一章：Intellectual Property11.1 Ownership of Intellectual PropertyThe ownership and scope of rights of intellectual property involved in the contract are specified in Appendix Z.11.2 Restrictions on the Use of Intellectual PropertyThe conditions, restrictions, and authorization scope for the use of intellectual property are detailed in Appendix AA.11.3 Liability for Intellectual Property InfringementThe determination, responsibility, and relief measures for intellectual property infringement are specified in Appendix AB.Chapter 12: Confidentiality Agreement12.1 Scope of Confidential InformationThe definition, scope, and types of confidential information are detailed in Appendix AC.12.2 Obligations of ConfidentialityThe obligations, measures, and duration of confidentiality of both Parties are specified in Appendix AD.12.3 Duration of ConfidentialityThe start and end times of the confidentiality period and the handling of confidential information are detailed in Appendix AE.12.4 Breach of ConfidentialityThe consequences and responsibilities in the event of a breach of confidentiality are specified in Appendix AF.Chapter 13: Additional Provisions13.1 Introduction of Additional ProvisionsThe conditions, procedures, and requirements for the introduction of additional provisions are detailed in Appendix AG.13.2 Legal Effect of Additional ProvisionsThe relationship and legal effect of additional provisions with this contract are specified in Appendix AH.13.3 Modification of Additional ProvisionsThe conditions, procedures, and effectiveness requirements for the modification of additional provisions are detailed in Appendix AI.Chapter 14: Signature Page14.1 Signature of Party ASignature of the representative of Party A: ______, Date: ______, Place: ______.14.2 Signature of Party BSignature of the representative of Party B: ______, Date: ______, Place: ______.14.3 Contract Originals and CopiesThis contract is made out in two originals, each Party holds one copy, with equal legal effect.14.4 Attachments EffectivenessThe attachments to the contract have the same legal effect as the contract itself, and the list of attachments is detailed in Appendix AJ.Chapter 15: Miscellaneous15.1 Changes in LawShould there be any changes in the law after the signing of the contract that affect the execution of the contract, both Parties shall negotiate to amend the contract.15.2 Effectiveness of the ContractThis contract shall take effect from the date both Parties sign and seal it.15.3 Integrity of the ContractThis contract and its annexes constitute the entire agreement between both Parties regarding this transaction, replacing all previous oral or written agreements.15.4 Method of NoticeBoth Parties shall give notice in writing, including but notlimited to letters, emails, etc.Chapter 16: Assignment of Contract16.1 Restrictions on AssignmentWithout the written consent of the other Party, neither Party may assign its rights or obligations under this contract.16.2 Procedures for AssignmentIf assignment is required, the assigning Party shall give prior written notice to the other Party and obtain the written consent, as detailed in Appendix AK.16.3 Effectiveness of AssignmentAfter assignment is agreed upon by both Parties, the assignee shall comply with all the terms of this contract and assume the corresponding obligations.16.4 Notice of AssignmentThe assigning Party shall give written notice to the other Party within ______ days after the completion of the assignment.Chapter 17: Modification and Supplement of the Contract17.1 Principle of ModificationOnce the contract is signed, neither Party may unilaterally modify it without the consent of both Parties.17.2 Procedures for ModificationBoth Parties may modify the content of the contract, and any modification shall be made in writing and take effect after being signed and sealed by both Parties, as detailed in Appendix AL.17.3 Supplementary AgreementsBoth Parties may enter into a supplementary agreement regarding matters not fully covered in the contract. Supplementary agreements have the same legal effect as this contract.Chapter 18: Interpretation of the Contract18.1 Principles of InterpretationThe interpretation of the contract terms shall follow theprinciples of fairness, good faith, and in accordance with the purpose of the contract and trade practices.18.2 Professional TerminologyProfessional terms used in the contract shall be interpreted according to relevant industry standards or as agreed by both Parties.18.3 Conflicts in InterpretationIn case of different interpretations of the contract terms, the interpretation that does not violate the purpose of the contract and legal provisions shall prevail.Chapter 19: Record Filing of the Contract19.1 Obligation of Record FilingAccording to relevant legal provisions, this contract shall befiled with ______.19.2 Procedures for Record FilingThe contract shall be filed in accordance with the relevant procedures and shall be the responsibility of ______, as detailed in Appendix AM.19.3 Effectiveness of Record FilingAfter the contract is filed, it has the legal effect of being binding on third parties.19.4 Changes in Record FilingIf there are any changes after the contract is filed, it shall promptly apply for changes with the filing authority.Chapter 20: Termination of the Contract20.1 Conditions for TerminationThe contract shall be terminated after the performance is completed or when both Parties agree to terminate.20.2 Procedures for TerminationBoth Parties shall go through the agreed procedures to handle the termination of the contract.20.3 Rights and Obligations after TerminationAfter the termination of the contract, both Parties shall fulfill their respective obligations as agreed in the contract.20.4 Notice of TerminationThe terminating Party shall give written notice to the other Party within ______ days after the satisfaction of the termination conditions.Chapter 21: Renewal of the Contract21.1 Conditions for RenewalBefore the expiration of the contract, both Parties may negotiate for the renewal.21.2 Procedures for RenewalBoth Parties shall go through the agreed procedures to handle the renewal of the contract.21.3 Effectiveness of RenewalThe contract after renewal has the same legal effect as theoriginal contract.21.4 Notice of RenewalThe renewing Party shall give written notice to the other Party within ______ days before the expiration of the contract.Chapter 22: Confidentiality of the Contract22.1 Confidential InformationBoth Parties shall keep confidential the trade secrets, technical secrets, and other information learned during the performance of the contract.22.2 Duration of ConfidentialityThe confidentiality period is effective from the date of signing the contract until ______ years after the termination of the contract.22.3 Liability for Breach of ConfidentialityThe Party that breaches the obligation of confidentiality shall compensate the other Party for the losses suffered as a result.22.4 Disclosure of Confidential InformationConfidential information may be disclosed when required by law or agreed upon by both Parties.Chapter 23: Additional Terms23.1 Definition of Additional TermsBoth Parties may supplement matters not fully covered in the contract by mutual agreement in the form of additional terms.23.2 Legal Effect of Additional TermsAdditional terms have the same legal effect as this contract.23.3 Modification of Additional TermsThe modification of additional terms shall be agreed upon by both Parties and confirmed in writing.23.4 Notice of Modification of Additional TermsAfter the modification of additional terms, both Parties shall give written notice to each other within ______ days.Chapter 24: Effectiveness of the Contract24.1 Conditions for EffectivenessThis contract shall take effect from the date both Parties sign and seal it and Party B pays the deposit.24.2 Effective DateThe signing date of this contract is: ______.24.3 Place of EffectivenessThe signing place of this contract is: ______.24.4 Performance After EffectivenessAfter the contract takes effect, both Parties shall perform their respective rights and obligations as agreed in the contract.Chapter 25: Supplementary Provisions25.1 Applicable LawThis contract is governed by the laws of ______.25.2 Right to Interpret the ContractThe final right to interpret this contract belongs to ______.25.3 Other MattersMatters not covered in this contract shall be resolved amicably through negotiation between both Parties.。

英文合同中的条款解释

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文档下载后可定制随意修改，请根据实际需要进行相应的调整和使用，谢谢!并且，本店铺为大家提供各种各样类型的实用资料，如教育随笔、日记赏析、句子摘抄、古诗大全、经典美文、话题作文、工作总结、词语解析、文案摘录、其他资料等等，如想了解不同资料格式和写法，敬请关注!Download tips: This document is carefully compiled by theeditor. I hope that after you download them,they can help yousolve practical problems. The document can be customized andmodified after downloading,please adjust and use it according toactual needs, thank you!In addition, our shop provides you with various types ofpractical materials,such as educational essays, diaryappreciation,sentence excerpts,ancient poems,classic articles,topic composition,work summary,word parsing,copy excerpts,other materials and so on,want to know different data formats andwriting methods,please pay attention!Understanding Contract Terms: A Practical GuideContracts are an integral part of business transactions, outlining the rights and responsibilities of each party involved. However, navigating the complexities of contract language can bedaunting. In this article, we'll break down common contract terms and provide practical insights to help you better understand and apply them in real-world scenarios.1. Definitions:Before delving into the main body of the contract, it's essential to review the definitions section carefully. This section clarifies the meanings of key terms used throughout the document. Pay close attention to how terms are defined, as they can have significant implications for your rights and obligations.2. Scope of Work:Clearly outlining the scope of work is crucial for avoiding misunderstandings later on. This section should detail the specific tasks or services to be provided, along with any deliverables or milestones. Be sure to review this section thoroughly to ensure alignment with your expectations and capabilities.3. Payment Terms:Payment terms specify how and when compensation will be provided for the goods or services rendered. This includes details such as payment schedule, method of payment, and any applicabletaxes or fees. Understanding these terms is vital for managing cash flow and avoiding payment disputes.4. Confidentiality and Non-Disclosure:Confidentiality clauses are designed to protect sensitive information shared during the course of the business relationship. It's essential to understand the scope of confidentiality and any exceptions that may apply. Be mindful of your obligations regarding the handling and protection of confidential information.5. Termination and Renewal:Contract termination and renewal provisions outline the circumstances under which the agreement may be ended or extended. Pay attention to notice periods, termination fees, and any conditions that must be met for renewal. Understanding these terms can help you plan for contingencies and mitigate risks.6. Dispute Resolution:Dispute resolution clauses provide a framework for resolving conflicts that may arise during the term of the contract. This could include negotiation, mediation, arbitration, or litigation. Familiarize yourself with the chosen method ofdispute resolution and any requirements for initiating proceedings.By breaking down these common contract terms and providing practical insights, we hope to empower you to navigate contract negotiations with confidence. Remember to review contracts carefully, seek legal advice if needed, and ensure mutual understanding and agreement before signing on the dotted line.合同条款解释：实用指南合同是商业交易中不可或缺的一部分，它规定了每个参与方的权利和责任。

【合同英语】合同条款常用英文词汇

【合同英语】合同条款常用英文词汇【合同英语】合同条款常用英文词汇合同条款常用英文词汇buyer 买方卖方 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 thesellers agree to sell the under-mentioned. Commodities according to the terms 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 terms4. 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。

英文合同的通用条款(定义与解释条款Definition-and-Interpretation)

编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载英文合同的通用条款(定义与解释条款Definition-and-Interpretation)甲方：___________________乙方：___________________日期：___________________1. Definition. In this Agreement, the following terms shall have the followingmeaning unless the context clearly requires otherwise:TERM 1 " meansrefers to shall have the (same) meaning defined in shall be construed as includes ••- In relation to meansshall have the (same) meaning defined inshall be construed asFor the purpose of TERM 2 ” refers to ••-TERM 3 " means + *** which,refers to1) 2)In connection with In respect ofInterpretation. Unless the context otherwise requires:words singular and plural in number shall be deemed to include the other;supplementing or repealing any relevant from time to time;content specially indicates otherwise, whether or not the words in any particular instance in this Agreement;3. XXX Meaning. Words not otherwise defined herein that have well known and generally accepted adj. meanings are used herein in accordance with such recognized meanings. Unless otherwise agreed to by the Parties, all units of measurement shall be stated in the system.4. Headings; Sections References. Section headings are for convenience of reference only, do not form part of this Agreement, and shall not be deemed to limit or otherwise affect any of the provisions hereof.2. a. b.all references to include a reference to any measures amending,c.the terms XYZ" shall be being at all times construed as unless theXYZ" are expressly stated5. Precedence. In case of express conflict between provisions of the Agreement, the order of precedence in construction and interpretation of such provisions shall be as follows: a.b.Notwithstanding the above, the provisions of this Agreement, including shall be wherever possible construed as complementary rather than conflicting.例:1. Definition. In this Agreement the following terms shall have the following meaning unless the context clearly requires otherwise:1.定义。

通用合同条款英语单词

通用合同条款英语单词General Contract Terms and Conditions.Article 1: Definitions.1.1 "Party" shall mean either the Buyer or the Seller, as the context requires.1.2 "Buyer" shall mean the individual or entity named in the contract who purchases the goods or services.1.3 "Seller" shall mean the individual or entity named in the contract who sells the goods or provides the services.1.4 "Goods" shall mean the items specified in the contract to be sold and purchased by the Buyer and Seller.1.5 "Services" shall mean any work or activity to be performed by the Seller for the Buyer as specified in thecontract.1.6 "Contract" shall mean the agreement between the Buyer and Seller, incorporating these General Terms and Conditions and any Special Terms and Conditions agreed upon.Article 2: Formation of Contract.2.1 The Contract shall be deemed to have been formed when the Buyer accepts the Seller's offer in accordancewith the terms and conditions specified therein.2.2 The Buyer's acceptance of the Seller's offer shall be made in writing, electronically, or any other form mutually agreed upon by the Parties.2.3 The Contract shall be binding on both Parties from the date of its formation.Article 3: General Terms and Conditions.3.1 These General Terms and Conditions shall apply toall Contracts unless otherwise agreed in writing by the Parties.3.2 Any Special Terms and Conditions agreed upon by the Parties shall prevail over any conflicting provisions in these General Terms and Conditions.3.3 The Parties agree to read and understand these General Terms and Conditions before entering into any Contract.Article 4: Performance of Contract.4.1 The Seller shall perform its obligations under the Contract with reasonable skill and care, in accordance with any specifications or requirements provided by the Buyer.4.2 The Buyer shall provide any necessary information, assistance, or access required by the Seller to perform its obligations under the Contract.4.3 Both Parties shall comply with all applicable laws,regulations, and industry standards in performing their respective obligations under the Contract.Article 5: Price and Payment.5.1 The price for the Goods and Services shall be as specified in the Contract.5.2 Unless otherwise agreed in writing, payment for the Goods and Services shall be made in the manner and within the time period specified in the Contract.5.3 The Seller shall be entitled to charge interest on overdue payments at the rate specified in the Contract or, if no rate is specified, at a commercially reasonable rate.Article 6: Delivery and Risk of Loss.6.1 The Seller shall deliver the Goods to the Buyer in accordance with the delivery terms specified in the Contract.6.2 Risk of loss or damage to the Goods shall pass to the Buyer upon delivery, unless otherwise agreed in writing by the Parties.6.3 The Buyer shall inspect the Goods upon delivery and notify the Seller of any non-conforming Goods within a reasonable time period.Article 7: Warranties and Disclaimers.7.1 The Seller warrants that the Goods and Services shall be free from defects in materials and workmanship for the warranty period specified in the Contract.7.2 Unless otherwise agreed in writing, the Sellershall not be liable for any consequential, indirect, or special damages arising from the breach of the Contract.7.3 The Buyer acknowledges and agrees that the Goods and Services are provided on an "as is" and "as available" basis, and the Seller makes no other warranties, express or implied.Article 8: Termination.8.1 The Contract may be terminated by either Party with written notice to the other Party in the event of a material breach by the other Party.8.2 Upon termination of the Contract, the Buyer shall pay any outstanding amounts due to the Seller, and the Seller shall return any Goods in its possession to the Buyer.8.3 Termination of the Contract shall not affect any accrued rights or obligations of the Parties.Article 9: Governing Law and Jurisdiction.9.1 The Contract shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Contract.9.2 Any disputes arising out of or in connection withthe Contract shall be subject to the jurisdiction of the courts specified in the Contract.Article 10: Miscellaneous.10.1 Any notices or other communications required or permitted under the Contract shall be in writing and shall be delivered to the addresses specified in the Contract or to any other address subsequently notified by the Parties.10.2 The headings in these General Terms and Conditions are for convenience only and shall not affect their interpretation.10.3 The failure of either Party to enforce any provision of the Contract shall not be construed as a waiver of such provision or any other provision of the Contract.10.4 These General Terms and Conditions constitute the entire agreement between the Parties relating to the subject matter hereof and supersede any prior agreements orunderstandings between them.10.5 Any modification or amendment to the Contractshall be made in writing and signed by both Parties.By entering into the Contract, the Buyer and Seller agree to be bound by these General Terms and Conditions and any Special Terms and Conditions agreed upon. They further agree to comply with all applicable laws, regulations, and industry standards in performing their respective obligations under the Contract.。

(完整版)进出口通用合同条款

合同英文第一条第二条

合同英文第一条第二条Article 1: Definitions and Interpretation.1.1 In this Contract, unless the context otherwise requires:"Contract" means this agreement between the parties, including any Schedules, Annexes, and Appendices attached hereto."Party" means either the Buyer or the Seller, and "Parties" means both of them."Buyer" means [insert name of the Buyer]."Seller" means [insert name of the Seller]."Goods" means the items specified in Schedule 1 attached hereto."Services" means the services specified in Schedule 2 attached hereto."Price" means the price for the Goods and Services as specified in Schedule 3 attached hereto."Terms" means the terms and conditions of this Contract.1.2 Words importing the singular number only shall include the plural number and vice versa, and words importing persons shall include corporations, unincorporated associations, and partnerships.1.3 References to any gender shall include references to the other gender.1.4 References to Clauses are to Clauses of this Contract and references to Schedules, Annexes, or Appendices are to Schedules, Annexes, or Appendices to this Contract.Article 2: Formation of Contract.2.1 This Contract shall be deemed to have been formed when the Buyer and the Seller have executed and delivered this Contract to each other.2.2 The Parties agree that the terms and conditions set out in this Contract constitute the entire agreement between them relating to the Goods and Services and supersede any previous agreement, understanding, or arrangement between them, whether oral or in writing.2.3 No variation of this Contract shall be binding unless agreed in writing between the Parties.2.4 Each Party confirms that in entering into this Contract, it does not rely on any statement, promise, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Contract. Each Party waives any right it might otherwise have to rely on any such statement, promise, representation, assurance, or warranty.2.5 Nothing in this Contract shall exclude or limit either Party's liability for fraud.Article 3: Delivery and Acceptance of Goods.[Insert provisions related to delivery, acceptance, and risk of loss of the Goods.]Article 4: Payment Terms.[Insert provisions related to payment for the Goods and Services, including payment schedule, currency, and any applicable discounts or penalties.]Article 5: Quality and Warranty.[Insert provisions related to the quality of the Goods and Services, warranties provided by the Seller, and any applicable remedies in the event of a breach of warranty.]Article 6: Termination.[Insert provisions related to the termination of the Contract, including events that may lead to termination, the process for termination, and any consequences of termination.]Article 7: Force Majeure.[Insert provisions related to force majeure events, defining such events and specifying their impact on the Contract's performance.]Article 8: General Provisions.[Insert provisions related to general matters such as assignment, subcontracting, notices, governing law, and dispute resolution.]Article 9: Miscellaneous.[Insert any additional provisions or clauses that do not fit into the above categories but are necessary for theContract's completeness.]Schedules, Annexes, and Appendices.[Attach Schedules, Annexes, and Appendices containing specific details related to the Goods, Services, Price, and any other relevant information.]Note: This is a template for a contract's first two articles. It does not constitute legal advice and should be adapted and customized to the specific needs and requirements of the Parties involved. It is recommended to consult with legal professionals when drafting or reviewing contracts.。

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本协议中，除依上下文明显另有所指外，下列各术语的含义为：“Accounts Bank” shall have the meaning defined in the Accounts Agreement.“开户行”与账户协议中所界定的意义相同。

“Accounts Agreement” means the Accounts Agreement to be entered into among ABC INC., the Concessionaire and the Accounts Bank on or before the Commencement Date, as amended from time to time.“账户协议”指即将由ABC有限公司，特许经营公司及“开户行”于生效日或之前签署的“账户协议”及随时可能对其原文所做的修订。

In relation to the parties hereto, “Adverse Claim” shall have the meaning defined in Section 5.07 (Adverse Claims).“不得主张”，就本协议签约方而言，与本协议第5.07条中所界定的（不利主张）意义相同。

For the purpose of this Agreement, “Affiliate” means any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, another Person. For the purposes of this defini tion, “control” of a Person means the power, directly or indirectly, either to (i) vote ten percent (10%) or more of the shares having ordinary voting power for the election of directions of such Person, or (ii) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.“关联公司”在本协议中是指被另一家公司直接或间接地，单独或与他人共同控制的公司；在定义中，对于一家公司的“控制”是指有权直接或间接地（i）以10%或以上的普通表决权股投票选举此种公司董事，或者（ii）通过合同方式还是通过其他方式，指导此种公司的经营管理及其政策。

“Agreement” shall have the meaning defined in the preamble.“协议”，其含义与序文中所作界定相同。

…2. Interpretation. Unless the context otherwise requires:解释。

除依上下文可另作其他理解之外，a. words singular and plural in number shall be deemed to include the other;a. 单数及复数的单词应被视为彼此互相包含；b. all references to Applicable Law or to a particular Applicable Law includes a reference to any measures amending, supplementing or repealing any relevant Applicable Law from time to time;所有对于适用法律或某部适用法律之引用应包括对任何相关适用法律时行修订，补充或废止的所有措施之引用；c. all references to any contract or agreement means such contract or agreement and all schedules, appendices, exhibits and attachments thereto as amended, supplemented or otherwise modified and in effect from time to time, and shall include a reference to any document which amends, supplements or replaces it, or is entered into, made or given pursuant to or in accordance with its terms；所有对于任何合同或协议之引用都指涉该合同或协议及其所有表格，附录，证明及附件之本身及所有有效的修订，补充，或以其他方式进行的修改，并应包括任何对于该合同或协议进行修订，补充或替代的文件，或者根据该合同或协议条款之规定而订立，制作或提供的任何文件之引用；d. the terms “include” and “including” shall be construed as being at all times followed by the words “without limitation” un less the context specifically indicates otherwise, whether or not the words “without limitation” are expressly stated in any particular instance in this Agreement;无论本协议所列之任何特殊情形下是否有明确的“不限于”字样，本协议中“包括”及“包含”二词在任何时候均应被解释为同时带有“不限于”之含义，上下文中明确表示另有其他含义的除外；e. in respect of the performance of the obligation under this Agreement, references to the “Concessionaire” shall be deemed to include the Concessionaire and all of its subcontractors; and就本协议项下义务之履行而言，对“特许经营公司”的引用应被视为包括了特许经营公司本身及其所有分包商；且f. whenever a Person is required to form an opinion, make a determination or designation, give a notice of approval or consent, incur costs or expenses, request any item or action, exercise a discretion or perform an act under this Agreement, it must be done reasonably under the circumstances in accordance with the terms of this Agreement or their reasonably inferred context and based upon reasonable grounds, and must not be done or refused capriciously or arbitrarily or unduly delayed.任何时候，当某“人”被要求出具一项意见，做出一项决定或指定，发出一份批准或同意通知，承担成本或费用，请求某项物品或行为，执行某项裁决或履行本协议项下的某项义务时，该行为必须根据实际情形或者合理推定的情形按本协议条款之规定合理地作出，而不得武断地、不适当地任意妄为或者拒绝作为。