浅谈英文外贸合同的语言特点

论文题目 Superficial Talk about English Language

（英文） Characteristics of Foreign Trade Contract

论文题目 浅谈英文外贸合同的语言特点

（中文）

作者姓名 _____________完稿时间 __________ 2007.5.28_____________

陶聘________________ i

目 录

Abstract ................................................................................................................................. iii 摘要 ...................................................................................................................................... iii Outline .................................................................................................................................. iv 提纲 ....................................................................................................................................... v 1. Introduction ....................................................................................................................... 1 2. The definition of contract and several should be noted problems when drafting the English foreign trade contract. ............................................................................................ 2.1 Use law terms ............................................................................................................... 1 2.2 Use commercial terms .................................................................................................. 1 2.3 Use formal terms .......................................................................................................... 1 3. The requests of the writing of English foreign trade contract ........................................... 1 3.1 The words express required precision .......................................................................... 1 3.2 Use paired synonym or opposition words .................................................................... 2 3.3 Adopt V+n+prep. structure .......................................................................................... 2 3.4 To avoid using repeated words ..................................................................................... 2 4. The usual used sentence pattern in the English foreign trade contract. ............................. 3 4.1 It is mutually understood that„................................................................................... 3 4.2 It is mutually agreed that„ .......................................................................................... 3 5. The usual used voice in the English foreign trade contract ............................................... 3 5.1 Adopt active voice and direct way to express.............................................................. 3 5.2 In what conditions to use the passive voice ................................................................. 3 6. The usual used predicate in the clauses of English foreign trade contract ........................ 4 7. The sentences in English foreign trade contract usually use long sentences ..................... 4 8. The modified ingredients of the sentence and in the contract clause,there are many adverbial elements indicate conditions、assumptions、basis and time ........................... 5 8.1 General conditions ....................................................................................................... 5 8.2 Assumed conditions ..................................................................................................... 5 8.3 Basis conditions ........................................................................................................... 5 8.4 Time adverbial ................................................................................................................. 6 9.Conclusion .......................................................................................................................... 6 Works Cited ........................................................................................................................... 7

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Superficial talk about English language characteristics of

foreign trade contract

Tao pin

Abstract: This paper first combines the important significance of English foreign trade contract in the international trade, point out that it as a legal document which stipulate rights and obligations of both parties, if misnomer or language performance inaccuracy, will cause economic dispute and political adverse to both parties. Then expounds it should be noted several problems when drafting and review of foreign trade contract, namely to take attention that it should be subject to the provisions of the policy, for the contents and writing of contract clause, try hard for clarity, initiative, integrity and consistency, to ensure the language of contract with accuracy and legitimacy. Key words: Legitimacy, accuracy, initiative, comprehensive

浅谈英文外贸合同的语言特点

陶聘

摘要: 本文结合英文外贸合同在国际贸易中的重要作用，指出它是规定双方当事人权利与义务的法律性文件，若由于用词不当或语言表达不准确即会给双方当事人造成经济上的纠纷和政治上的不良影响；然后阐述了在草拟和审核英文合同时应注意的几个问题，即应注意在符合政策规定的前提下，对合同条款的内容和文字力求明确、主动和完整一致，以保证合同语言具有准确性和合法性。

关键词：合法性；准确性；主动性；全面性

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Superficial talk about English language characteristics of

foreign trade contract

Outline

1. Introduction

2. The definition of contract and several should be noted problems when drafting the English foreign trade contract 2.1 Use law terms

2.2 Use commercial terms

2.3 Use formal terms

3. The requests of the writing of English foreign trade contract 3.1 The words express required precision 3.2 Use paired synonym or opposition words 3.3 Adopt V+n+prep. structure 3.4 To avoid using repeated words

4. The usual used sentence pattern in the English foreign trade contract. 4.1 It is mutually understood that… 4.2 It is mutually agreed that…

5. The usual used voice in the English foreign trade contract 5.1 Adopt active voice and direct way to express 5.2 In what conditions to use the passive voice

6. The usual used predicate in the clauses of English foreign trade contract 6.1 \"may\" or \"may not\" 6.2 \"shall\"

7. The sentences in English foreign trade contract usually use long sentences

8. The modified ingredients of the sentence and in the contract clause,there are many adverbial elements indicate conditions、assumptions、basis and time 8.1 General conditions 8.2 Assumed conditions 8.3 Basis conditions 8.4 Time adverbial 9.Conclusion

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浅谈英文外贸合同的语言特点

提纲

1. 引言

2. 合同的定义及草拟英文外贸合同时应注意的几点 2.1 使用法律用语 2.2使用商业用语 2.3使用正式用语

3. 英文外贸合同的书面文字要求 3.1 文字表达要求准确

3.2 使用成对的同义词或反义词 3.3 采用v+n+prep.结构 3.4 避免使用重复的文字 4. 英文外贸合同习惯采用的句型 4.1 It is mutually understood that„ 4.2 It is mutually agreed that„ 5.英文外贸合同习惯采用的语态

5.1 采用主动语态和直接的方式来表达 5.2 在什么情况下采用被动语态 6. 英文外贸合同条款中常用的谓语 6.1“may” 或 “may not” 6.2“shall”

7. 英文外贸合同的句子多使用长句

8. 英文外贸合同句子中的修饰成份及条款中表条件、假设、依据和时间的状语比多 8.1 一般条件 8.2 假设条件 8.3 依据条件 8.4 时间状语 9. 结语

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Superficial talk about English language characteristics of

foreign trade contract

FLC 2004 (07) (English) Tao Pin

Contract as a legal document that stipulate rights and obligations of both parties, the language requirement with accuracy and legitimacy avoid unnecessary economic disputes, or even negative impact on the political, therefore, master the English language characteristics of the foreign trade contracts with a positive significance to the smooth conduct of international trade.

一．Contract is for the parties to certain economic goals, both on the right and obligation to reach a written agreement. It is both legally binding. Therefore, the contract is a legal document that should be used as much as possible drafting the formal legal language, such as :

1）In case the Buyers fail to arrange insurance in time due to the Sellers not having advised in time, all losers shall be bone by the Sellers. 2）In case no settlement can be reached, the case under dispute may then be submitted for arbitration to…in accordance with the Provisional Rules of Procedures promulgated by the said Arbitration Commission. 3）The Buyers are requested to countersign and return one copy of this Sales Confirmation immediately after receipt of the same. 二．Contract the same as legal instruments, directly affected both parties rights and obligations, If the words used incorrect slightly ,it will come out with serious consequences; Therefore, it is requested in writing, absolutely accurate.

1. The words express required precision, the term can not be ambiguous or multiple solutions. Such as:

1) We shall make payment after the arrival of goods at destination. In this provision had not indicated when the goods arrival to the destination when to pay money, extremely easy to have the dispute, affects the loans the collection. We might add on “immediately” in front of “after” or “after” alter to “upon”. Thus, this provision is “deliveries the destination the letter of credit”

2) The shipment must be effected before the end of July as specified In the contract , otherwise this order is cancelled. In this provision “before the end of July” whether includes \" at the end of July” is a fuzzy concept, must state clearly.

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3) The buyers have the right to lodge a claim for all losses sustained within 60 days after discharge of the goods at the port of destination. Usually “Within” expresses in the trade with the preposition “…Within time”, but the preposition “in” also may express in addition “in…After time”.

2. Use paired synonym or opposition words, to express the behavior which will possibly occur or the expression meaning as far as possible, and meant to avoid the omission unnecessary disputes, Such as:

1) This contract is made and signed in Shanghai on October, 1990, by and between…(hereinafter referred to as the Sellers) and…（hereinafter referred to as the Sellers）and…(hereinafter referred to as the Buyers.)“made and signed” are synonym words, indicate the \"XXX and between XXX and XXX.\"

2）The Lessor’s technicians will inspect and examine the leased equipment at least once a quarter to ensure the equipment working in good condition, “inspect and examine” is a synonym for both \"inspection\".

3) If shipment of the contracted goods is prevented or delayed in whole or in part due to Force Majeure, the sellers shall not be liable for non-shipment or late-shipment of the goods under this contract. This provision \"prevented or delayed\" is a antonyms : whole or in part; \"non-shipment or late-shipment\" : can’t shipment or delay shipment.

3. Adopt V+n+prep structure to set down the meaning of words, in order to avoid one word with a variety of meanings, and to reduce unnecessary disputes. Meanwhile, this structure with easing tone, not with compulsivity, people easily to accept. Such as:

1) The parties may, through consultation, make amendments to and revisions of this contract as and when the need arises. “make amendments to and revisions of” is the combination of “make amendments to” and ”make revisions”, means \"do a modification to XXX\

2) The Seller shall not hold any responsibility for partial or total non-performance of this contract due to Force Majeure. In this clause, the tone of “hold any responsibility for” is more relaxed than “be responsible for”.

3)In order to enable us to make a careful study of your plane for promoting the sale of our products, the market consumption and the volume of business which you are able to conclude monthly or quarterly. The tone of “make a careful study” is more euphemistic than direct use “carefully study”; While \"Promote the sale of\" means adopt kinds of sales promotion method to expand the volume of visibility, let customers to understand the value of purchasing the commodities. It is more accurately than “sell”, and it’s tone is more relaxed.

4. Use here、there and where to add on preposition constituting adverb(eg hereby,

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thereupon, whereof, etc.) respectively. To avoid duplication of text, so that expression more concise, accurate, so as not to misunderstandings. Such as:

1)The Employer shall effect the monthly payment against the account and the certification after deducting the portion of the prepayment as stated in Article 2 hereof ”hereof” equal to “of this”, namely “of the contract”.

2)In the event that the Contractor fails to complete the works in time owing to such reasons that the contractor shall be liable thereto…. “thereto” equal to “so that”.

3)This Agreement is made and entered into by and between the China National Light Industrial Products Import and Export Corporation, Guangdong Branch (herein after called Supplier)and ABC Company (hereinafter called Distributor) whereby Supplier agrees to grant to Distributor the exclusive right to sell the Products in the Territory on the terms and conditions stipulated as follows:. “hereinafter” equal to “later in this”, namely “later in this agreement”; “whereby” equal to “by which”, namely “by the agreement”.

三．English foreign trade contracts habit of using such sentence pattern:“ It is mutually understood that…” or “It is mutually agreed that…”, to indicate \"both parties agreed XXX\" or \" both parties have agreed XXX\". Such as:

1) It is mutually understood that in the period of lease neither party should claim to increase or reduce the rent.

2) It is mutually agreed that the Certificate of Quality and Weight issued by the Chinese Import and Export Commodity Inspection Bureau at the port of shipment shall be taken as the basis of delivery.

3) It is mutually understood and agreed both Parties that the Engineer shall carry out such duties in issuing decisions, certifications and orders as are specified in contract and supervising the works and examining any material or workmanship to be used in conection with the works.

四.When drafting the English foreign trade contract, not only to seek accurate and complete to the contents of the terms and the words of the contract, but also provides a proactive, Therefore, the terms of English foreign trade contract which involving the rights and obligations of both parties, It’s better to use active voice and direct way to express. Such as:

1) The Chinese Parties shall have the right to extend the initial term of this Agreement for an additional period of five years upon notice given to FOREIGN PRO at least 90 days prior to the expiration of the term then in effect. This term adopt active voice, and the whole expression is categorical.

2) The Investor shall be responsible for the design, decoration, construction and tender invention of the holiday resort until the time when the construction of the holiday

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resort completed.

But except other prescribe rights and obligations, the expression always use the passive voice. Such as:

1) All disputes arising out of the performance of, or relation to this Contract, shall be settled amicably through negotiation. 2) The specific quantities, specifications, prices, terms of payment, time of shipment, etc. Shall be stipulated in detail in separate sales Contracts which will be concluded at the beginning of each quarter during the term of this Agreement.

五.Contract as a legal document that stipulate rights and obligations of both parties, so that should not say the party what have done in the past, or what will do in the future, but should adopt the direct expression to express the party what can do ,what can not do, or what should do, what should not do. So the predicate of sentence within the terms of the contract, usually use “may” or “may not’, “shall” or “shall not” add on Verbs prototype respectively. Such as:

1) 1)The Employer may dismiss any of the personnel without any prior notice in case he breaches the requirements stipulated in B),D),E) above. BBB shall replace him with a competent person at its own cost within a reasonable period.

2) Party A shall despatch an engineer to the installation site to assist the installation work and test run. Air tickets between China and Japan shall be for party A's account, and such expenses as for inland traffic, meal, and lodging in China shall be borne by Party B. 六. English foreign trade contract sentences usually use long sentences,as much as possible to include the relevant rights or obligations of any party in a sentence.Such as:

1)INFRINGEMENT OF PATENTS:The Seller shall fully indemnify the Buyer for any action,claim,demand,costs,chardes,and expenses arising from or incurred by reason of any infringement or alleged infringed of any patent,registered design,trade mark or trade name by the use or sale of the goods and for all costs and damages which the Buyer may incur in any action for such infringement or for which the Buyer may become liable in any such action.Whole clause only one sentence.

2)In pursance of a Letter of Intent dated 23rd January 1989 and made between party A and Party B(hereinafter collectively called the \"Parties\") in connection with their proposed cooperation in promoting and developing the foodstuffs industry in Guangdong Province and other areas in China ,the Parties enter into this contract under the principle of equality and mutual benefit and through amicable negotiations to incorporate an equity joint venture to be known as CC CORPORATION LIMITED(hereinafter called the \"company\") under the law of the People's Repubilc of China on Joint Ventures Using Chinese and

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Foreign Investment(hereinafter called the \"JV Law\") ather laws and regulations promulgated by the People\"s Republic of China in order to promote the development of foodstuffs industry in China and to introduce advanced technical equipment and scientific mangement in furtherance of such objectives.Whole clause only one sentence too.

七.Because English foreign trade contract sentences usually use long sentences,so its modified ingredients, especially adverbial on more.For example,the first case of aforementioned the seventh, include 10 adverbial elements;The second case is 13 adverbial adjunct. And also because the prescriptive rights and obligations of the both parties in the contract,is reached through consultations under certain conditions,so in the contract clause,there are many adverbial elements indicate conditions、 assumptions、basis and time.Such as:

1.General conditions

1)In such case,the Seller is responsible for any loss thus sustained by the Buyer. 2)Under such circumstances,the Employer may terminate this contract with the consent of BBB.

3)In the above events,Party A agrees to reserve for Party B a commission of 1% on the basis of FOB value of the business thus conclude and send a copy of the relative contract to Party B.

In addition,in the circumstances(of), in the above instance,in above regard,in the above case(of) etc.also can indicate condition.

2.Assumed conditions

1)In case that equipment and technical information, which are requested in the contract,are found missing,SINO shall be able to request INVESTOR for replacement.

2)Should other buyers in the territory under exclusivity approach Party A for the purchase of the said goods,Party A shall refer them to Party B.If such buyers insist on concluding bussiness direct with Party A, Party A may do so.

3)In the event that the said quantity production test is successfully completed in the first instance,the said test shall be repeated by FOREIGN PRO, with the cooperation of the Chinese Parties,at the earliest opportune time.

Others such as provide that,on condition that, if etc.also can lead assumed condition adverbial.

3.Basis conditions

1)Quality of Products finished in Guangzhou shall be judged in accordance with INVESTOR'S quality control standards.

2)The Parties shall distribute profits and share losses in proprtion to their respective percentage of investment.…

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3）The Contractor shall,on the written order of the Engineer,suspend the progress of the works or any part thereof for such time or times and in such manner as the Engineer may consider necessary.

Besides,upon,as,as per,under,in conformity with,in correspond to,based on,on the basis of,against,according to, etc. also can indicate basis.

4.Time adverbial

1)If either party wishes to renew the contract,the other party shall be notified in writting one month before it expires.Upon agreement by both parties through consultation,a new contract may be signed between two parties.

2)After confirmation of an order,Part B shall arrange to open a 100% Irrevocable L/C available by draft at sight in favour of Party A within the time stipulated in the relevant S/C.Party B shall also notify Party A immediately after the L/C is opened,so that Party A may make preparations for shipment.

3)The application shall be submitted to examination and approval authority for approval six months prior to the expiration.Upon approval the Company shall go through the registration procedures to effect the necessary changes.

In addition, the parts in English foreign trade contract which need to emphasize, such as parties, the buyer and the seller, engineering, contracts and agreements should be capitalized; The important words and phrases which need recurring, should write short term first.

Although the contractors’ language expression ability and expression of their writing habits will have an impact on the expression, but whatever the case, the contract is a formal legal document, drafted must pay attention to its accuracy, legitimacy, and a comprehensive initiative. To avoid causing unnecessary disputes because of inaccuracy of words expression, lead to causing the economic losses or adverse political impact to the party or parties.

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Works Cited

葛亚军. 合同英语手册. 天津：天津科技翻译出版公司，2002 吴明忠、郦汉臣. 对外经济贸易合同. 广州：广州出版社，1999

林小龙、刘彦琳. 国际经贸合同法律实务. 北京：中共中央党校出版社，2001 祝卫、谈英. 涉外合同实务全书. 北京：中国民族法制出版社，2003 戚云芳. 合同与合同英语. 杭州：浙江大学出版社，2001 傅伟良. 英文合同写作指要. 商务国际出版社，2004