书城外语世界500强企业都在用的国际英文合同大全集
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第94章 法规与国际惯例中关于合同的条款(1)

在经济活动中,尤其在国际贸易经济中,撰写合同文书,通常会涉及“法律的适用”有关争议条款、仲裁条款等内容,有的术语来自国际惯例。学习相关的法规、国际惯例和国际规则对掌握英语合同有很大帮助。

例1:

In entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts. A party may appoint an agent to enter into a contract on its behalf under the law.

译文:

当事人订立合同,应当具有相应的民事权利能力和民事行为能力。当事人依法可以委托代理人订立合同。

例2:

The limitation period for claims with regard to contracts of marine insurance is two years, counting from the day on which the peril insured against occurred.

译文:

根据海上保险合同向保险人要求保险赔偿的请求权,时效期间为二年,自保险事故发生之日起计算。

例3:

After the establishment of a limited liability company, it is discovered that the actual value of the tangible goods, industrial property, non-patented technology, or land use rights contributed as capital is significantly below their value fixed in the articles of association, the shareholder who contributed such item as capital shall contribute the difference in value, and the other shareholders of the company at the time it was established shall be jointly and severally liable.

译文:

有限责任公司成立后,发现作为出资的实物、工业产权、非专利技术、土地使用权的实际价值明显低于公司章程所定价值的,应当由交付该出资的股东补交其差额,公司设立时的其他股东对其承担连带责任。

例4:

If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or make up any deficiency in the quantity of the goods delivered, or deliver goods in replacement of any non-conforming goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.

译文:

如果卖方在交货日期前交付货物,他可以在那个日期到达前,交付任何缺漏部分或补足所交付货物的不足数量,或交付用以替换所交付不符合同规定的货物,或对所交付货物中任何不符合同规定的情形做出补救,但是,此一权利的行使不得使买方遭受不合理的不便或承担不合理的开支。不过,买方保留本公约所规定的要求损害赔偿的任何权利。

例5:

If a party has possession of the other partys property according to contract and the other party violates the contract by failing to pay a required sum of money within the specified time limit, the possessor shall have a lien on the property and may keep the retained property to offset the debt or have priority in satisfying his claim out of the proceeds from the sale of the property pursuant to relevant legal provisions.

译文:

按照合同约定一方占有对方的财产,对方在规定期限内没有支付应付款时,占有人有权留置该财产,依照法律的规定以留置财产折价或者以变卖该财产的价款优先得到偿还。

例6:

If the offeree dispatched its acceptance within the period for acceptance, and the acceptance, which would otherwise have reached the offeror in due time under normal circumstances, reaches the offeror after expiration of the period for acceptance due to any other reason, the acceptance is valid, unless the offeror timely advises the offeree that the acceptance has been rejected on grounds of the delay.

译文:

受要约人在承诺期限内发出承诺,按照通常情形能够及时到达要约人,但因其他原因承诺到达要约人时超过承诺期限的,除要约人及时通知受要约人因承诺超过期限不接受该承诺的以外,该承诺有效。

例7:

Where a contract is concluded by way of standard terms, the party supplying the standard terms shall abide by the principle of fairness in prescribing the rights and obligations of the parties and shall, in a reasonable manner, call the other partys attention to the provision(s) whereby such partys liabilities are excluded or limited, and shall explain such provision(s) upon request by the other party.

Standard terms are contract provisions which were prepared in advance by a party for repeated use, and which are not negotiated with the other party in the course of concluding the contract.

译文:

采用格式条款订立合同的,提供格式条款的一方应当遵循公平原则确定当事人之间的权利和义务,并采取合理的方式提请对方注意免除或者限制其责任的条款,按照对方的要求,对该条款予以说明。

格式条款是当事人为了重复使用而预先拟定,并在订立合同时未与对方协商的条款。

例8:

Upon discharge of the rights and obligations under a contract, the parties shall abide by the principle of good faith and perform obligations such as notification, assistance and confidentiality. in accordance with the relevant usage.

译文:

合同的权利义务终止后,当事人应当遵循诚实信用原则,根据交易习惯履行通知、协助、保密等义务。

例9:

The parties to a contract involving foreign interests may choose the law applicable to settlement of their contractual disputes, except as otherwise stipulated by law.

If the parties to a contract involving foreign interests have not made a choice, the law of the country to which the contract is most closely connected shall be applied.

译文:

涉外合同的当事人可以选择处理合同争议所适用的法律,法律另有规定的除外。

涉外合同的当事人没有选择的,适用与合同有最密切联系的国家的法律。

例10:

“Cost, Insurance and Freight”means that the seller delivers when the goods passthe ships rail in the port of shipment.

The seller must pay the costs and freight necessary to bring the pods to the named port of destination, BUT the risk of loss of or damage to the goods, as well as any additional costs due to events occurring after the time of delivery, are transferred from the seller to the buyer. However, in CIF the seller also has to procure marine insurance against the buyers risk of loss of or damage to the goods during the carriage.

Consequently, the seller contracts for insurance and pays the insurance premium. The buyer should note that under the CIF term the seller is required to obligation insurance only on minimum cover. Should the buyer wish to have the protection of greater cover, he would either need to agree as such expressly with the seller or to make his own extra insurance arrangements.

The CIF term requires the seller to clear the goods for export.

译文:

“成本、保险费加运费”是指在装运港当货物越过船舷时卖方即完成交货。

卖方必须支付将货物运至指定的目的港所需的运费和费用,但交货后货物丢失或损坏的风险及由于各种事件造成的任何额外费用即由卖方转移到买方。但是,在CIF条件下,卖方还必须办理买方货物在运输途中丢失或损坏风险的海运保险。

因此,由卖方订立保险合同并支付保险费。买方应注意到,CIF术语只要求卖方投保最低限度的保险险别。如买方需要更高的保险险别,则需要与卖方明确地达成协议,或者自行作出额外的保险安排。

CIF术语要求卖方办理货物出口清关手续。

例11:

The mortgaged ship shall be insured by the mortgagor unless the contract provides otherwise. In case the ship is not insured, the mortgagee has the right to place the ship under insurance coverage and the mortgagor shall pay for the premium thereof.

译文: