经 贸 英 语

1. 新职业英语 Unit 4 Conclusion of a Contract 经 贸 英 语 ENGLISH FOR CAREERS

2. Unit 4 Conclusion of a Contract 1 5 Warming-up Reading B 2 Reading A 6 Writing 7 3 Project Listening 4 8 Vocabulary and Structure Speaking

3. Next > Unit 4 Conclusion of a Contract Warming-up Task 1 The following picture represents two parties’ negotiation on drafting their business contract. What terms or conditions will be probably included in the contract? Discuss with your group members. Each party’s name and address specification price Contract language quantity Terms of payment BUYER SELLER

4. Home Unit 4 Conclusion of a Contract Warming-up Task 2Based on the discussion in Task 1, choose three of the terms that you think are the most important and explain why. ① ____________ ____________ ____________ ____________ ____________ ③ ____________ ____________ ____________ ____________ ____________ ② ____________ ____________ ____________ ____________ ____________ The clause of price is one of the most important parts of a contract because it decides whether the parties can make profits or not. So, we should pay close attention to it. The clause of language is quite important too. For most international trade, English is the only effective one. So, do pay close attention to whether the version in your native language is effective or not. The clause of payment is also very important because it dictates how the seller can get money for selling the goods. If it is not dealt with well, the seller will be unable to get his money.

5. Home Unit 4 Conclusion of a Contract Reading A Background Information Task 1 Text Task 2 Task 3 Task 4

6. < Back Background Information The United Nations Convention on Contracts for the International Sale of Goods (abbrev. CISG) is a treaty offering a uniform international sales law that, as of July 2008, had been ratified by 71 countries that account for a significant proportion of world trade, making it one of the most successful international uniform laws. It was developed by the United Nations Commission on International Trade Law (UNCITRAL) and was signed in Vienna in 1980. The Chinese government signed the convention on September 30th, 1981 and ratified it December 11th, 1986. The convention clearly dictates the rights and obligations of the parties involved in international trade.

7. < Back Unit 4 Conclusion of a Contract Reading A Task 1Have a quick look at the title and discuss with your partner about what the passage will probably talk about. Then, take 30 seconds to skim the passage and decide which of the following best describes the content of the reading. ___ The basic contents of a sales contract ___ The matters that need special attention when concluding a contract ___ Both of the above √

8. Unit 4 Conclusion of a Contract Reading A 声音 翻译 Concluding a Contract Normally, a contract is concluded at the moment when an acceptance of an offer becomes effective. It is often made in writing, but any other forms like oral agreement are also accepted. Contracts in writing usually fall into two kinds: sales contracts drafted by sellers and purchase contracts drafted by buyers. But no matter who drafts the contract, it is equally binding upon both parties and routinely consists of the following information and provisions:

9. 一般来说，合同的订立始于发盘接受生效那一刻。合同通常是书面形式的，但是任何其他形式如口头协议也可以接受。书面合同通常分为两类，即由卖方起草的销售合同和买方起草的购买合同。 但是无论是谁起草合同，它都对双方具有平等的约束力，正常情况都包括下面的信息和条款：

10. Unit 4 Conclusion of a Contract Reading A 翻译 ❖the number, place, and date of the contract; ❖the names, addresses, and phones of the parties involved; whereas clauses for introducing the facts of the contract like the objective, background; ❖definitions of clauses, specifications, price, quantity, packing, terms of payment, insurance, quality/quantity discrepancy, inspection, claims, force majeure, arbitration, notice, etc.; ❖the effective date and languages of the contract, the signature of the parties involved, and attestation.

11. ❖ 合同编号、签订地点和日期； ❖ 各方名称、地址和联系电话； ❖ 诸如订约目的和背景等介绍合同情况的约因条款； ❖ 条款、规格、价格、数量、包装、支付条款、保险、质量和数量异议、检验、索赔、不可抗力、仲裁、通知等的解释； ❖ 合同的有效期和语言、各方签字和证明。

12. Unit 4 Conclusion of a Contract Reading A 翻译 The importance of such contracts can not be exaggerated for it is the final confirmation of both parties’ interests and obligations. Thus, great care needs to be taken when concluding a contract, especially for the following provisions: 􂿣 ❖Quality. It should be noted that the more criteria of quality are adopted, the harder the seller conforms to them. United Nations Convention on Contracts for the International Sale of Goods dictates that the goods should not only conform to quality descriptions in the contract, but also possess the qualities of samples. Usually, a quality tolerance should be set by stating maximum or minimum requirements like “2% max moisture”;

13. 这种合同的重要性再强调也不过分，因为它是合同双方利益和义务的最终确认。因此在缔结合同时，要格外小心，特别是下面这些条款：这种合同的重要性再强调也不过分，因为它是合同双方利益和义务的最终确认。因此在缔结合同时，要格外小心，特别是下面这些条款： ❖ 质量。应该指出的是质量标准采用的越多，卖方越难遵守。《联合国国际货物销售合同公约》规定货物不仅要符合合同中关于质量的描述，而且也要与样品的质量相同。通常，合同中通过写明诸如“最大湿度2%”等最大或最小规定的方式规定质量公差；

14. Unit 4 Conclusion of a Contract Reading A 翻译 􂿣 ❖Quantity. The quantity of goods may vary during shipment. Thus, “more or less” provision is strongly recommended in the contract. For example, “shipment quantity 6% more or less allowed”; 􂿣 ❖Price. The currency and exchange rate should be stated clearly, especially in a turbulent financial market; 􂿣❖Inspection. It should be made clear whether reinspection is allowed. If so, state who is entitled to do it and who will pay for the cost; 􂿣 ❖Arbitration. The following matters are often neglected though they are vital when disputes arise: the rules of procedure that will be applied to the arbitration; whether legal precedents are followed; how the arbitrator will be chosen and who will bear the costs associated with the arbitration;

15. ❖ 数量。在装运过程中，商品的数量可能会变化。因此，强烈建议在合同加入“溢短装”条款。例如，“在装运中允许6% 的数量增减”； ❖ 价格。应明确规定使用的货币和汇率，特别是在动荡的金融市场环境中； ❖ 检验。应明确是否允许复检。如果允许，应明确规定谁有权做和由谁承担费用； ❖ 仲裁。下列事项在争议出现时非常关键，但是经常被人们忽略：仲裁所采用的议事规则、是否遵从先例、如何选择仲裁员和由谁承担与仲裁的相关费用；

16. Unit 4 Conclusion of a Contract Reading A 翻译 􂿣 ❖Force Majeure. Force majeure is not difficult to understand, but it is quite controversial in some cases. For example, could SARS outbreak be viewed as force majeure for the delayed delivery in 2003? In practice, it is helpful if the clause lists some specific examples that will excuse the failure performance; 􂿣 ❖Language. The languages of a contract should be set. If more than two languages are used, state whether they are equally effective.

17. < Back ❖ 不可抗力。不可抗力本身不难理解，但是在某些情况下却很具争议。例如，2003 年SARS（非典型性肺炎）的爆发是否可以被认定为延期交货的不可抗力因素？在实践中，如果在条款中罗列出可以免责的具体例子会有很大帮助的； ❖ 语言。合同应该规定本身采用何种语言。如果采用两种以上语言，应该规定它们是否具有同等法律效力。

18. Unit 4 Conclusion of a Contract Reading A Task 2Choose the best answer to each of the following questions according to the passage. 1. When is a contract concluded? A. The date of signing the contract. B. The time of reaching an agreement. C. The arrival of an effective acceptance. D. The period of drafting the contract. 2. Which of the following might be included in the whereas clauses? A. The contract number. B. The background of the contract. C. The definitions of terms. D. The place of signing the contract. 3. What does “The importance of such contracts can not be exaggerated” probably mean? A. We should not exaggerate the importance of such contracts. B. It should be noted that such contracts are of great importance. C. Some people often exaggerate the importance of such contracts. D. Such contracts attract too much of our attention. C B B

19. < Back 4. When drafting the terms of quality, __________. A. we should set as many criteria of quality as possible B. we should set as few criteria of quality as possible C. we should specify the quality of a sample product D. we should specify the quality tolerance of the goods 5. One purpose of the passage is to _________ . A. introduce the basic information about a contract B. exemplify the legal consequence of a contract C. explain necessity of concluding a contract D. show the general process of concluding a contract D A

20. < Back Unit 4 Conclusion of a Contract Reading A Task 3Read the passage again and tick off the facts mentioned in the passage. □1. the forms of contracts □2. the classification of contracts of sale in writing □3. quantity discrepancy □4. confirmation of the contract □5. an example of quantity tolerance □6. situation of current financial market □7. the often neglected terms in arbitration □8. the meaning of Force Majeure □9. the recommended official language in contracts √ √ √ √ √

21. < Back Unit 4 Conclusion of a Contract Reading A Task 4If you are assigned to check the draft contract on importing 20 tons of soybeans from the US which is prepared by the seller, what provisions will you pay close attention to make sure that the contract will protect all your interests?

22. Home Unit 4 Conclusion of a Contract Listening Task 1 Task 2 Task 3 Task 4 Task 5

23. Unit 4 Conclusion of a Contract Listening Task 1Baker is talking with his secretary Emily. Listen to the conversation and fill in the blanks with what you hear. 声音 business Baker: Morning, Emily. How’s the 1 with Lancaster Commerce going on? Emily: It’s going on pretty well. In fact, they sent their order three days ago. Baker: Wonderful! When will you finish 2 the contract? drafting sign Baker: By the way, when are we going to3 the contract? Emily: Is next Monday OK? You know, the time is flying. They asked us to4 5 6 two weeks later. Baker: Next Monday? Sorry, I was just told I would have an important meeting that day. How about Tuesday morning? Emily: OK. I’ll 7 the time with the branch office of Lancaster Commerce. ship goods the confirm

24. < Back Script Baker: Morning, Emily. How’s the business with Lancaster Commerce going on? Emily: It’s going on pretty well. In fact, they sent their order three days ago. Baker: Wonderful! When will you finish drafting the contract? Emily: I’m just going to phone you that I finished it last night. Baker: Great. Bring a copy to me now. Emily: Sure! Here’s the draft. Baker: By the way, when are we going to sign the contract? Emily: Is next Monday OK? You know, time is flying. They asked us to ship the goods two weeks later. Baker: Next Monday? Sorry, I was just told I would have an important meeting that day. How about Tuesday morning? Emily: OK. I’ll confirm the time with the branch office of Lancaster Commerce.

25. Unit 4 Conclusion of a Contract Listening Task 2Fred is phoning his business partner William. Listen to the conversation and match the people with the correct information. 声音 A. a manager B. checking whether the order has been received C. recommending checking the contract terms D. suggesting the time for signing the contract E. finished drafting the contract Fred Emma William

26. < Back Script Fred: Hello, could I speak to William? William: Speaking! Fred: This is Fred, the assistant to our manager Emma. William: Hi, Fred. Have you received our order? Fred: Yes, we’ve finished drafting the contract and sent it to you by email. I’m phoning just to tell that. William: Great! I really appreciate your efficiency. I’ll check it in a minute. Fred: Although we’ve tried our best to draft the contract according to our agreement in the previous letters, we strongly recommend you go over the terms to make sure that no mistakes are made. William: Thank you. I’ll do it to ensure we’ll carry out the contract smoothly. Fred: By the way, when do you think we can sign the contract? William: Next Wednesday will be OK if the contract has no vague terms or mistakes. Fred: Good. I’m waiting for your reply. Bye! William: Bye!

27. Unit 4 Conclusion of a Contract Listening Task 3Miss Zhao is checking the draft contract with her partner Reagan. Listen to the conversation and decide whether the following statements are true (T) or false (F). 声音 □ 1. Mr. Reagan drafted the contract that is being discussed. □2. The draft contract is well-written and covers everything. □3. The term about shipment is not very clear. □4. The goods shipped in January should be one third of the total amount. □5. Miss Zhao prefers having the arbitration in a third neutral country. □6. Mr. Reagan thinks the arbitration in Singapore will be too costly. □7. They finally agree on the place of the arbitration. F F T T F F T

28. <Back Script Miss Zhao: Mr. Reagan, what do you think of the contract I drafted? Mr. Reagan: Well, the contract is well written and covers almost everything. But would you mind if I point out some terms that need to be revised? Miss Zhao: Of course not. What are they? Mr. Reagan: First, it’s about shipment. The contract says that “Shipment should be made between January and March.” I think in our last round of negotiation, we agreed to ship the goods in January, February and March respectively, and each time should have the same quantity. Is that so? Miss Zhao: Yes. It’s a little vague. I’ll correct it. Mr. Reagan: Next, I’d like to talk about arbitration. The contract dictates that arbitration shall take place in China. Is it possible to take place in a third neutral country like Singapore? Miss Zhao: I’m afraid not. It might cause too much trouble and is too costly. Don’t worry about that, Mr. Reagan. All disputes shall be settled friendly through negotiation. What’s more, our company has a good reputation both at home and abroad. Mr. Reagan: OK. Since it rarely happens, I won’t insist on it. I trust you.

29. Unit 4 Conclusion of a Contract Listening Task 4Miss Han is checking the draft contract with her partner Mr. Green. Listen to the conversation and answer the following questions. 声音 • Is it the first time for them to check the draft contract? And why? • 2. What is missed in the clause about packing? • 3. Who have the right to reinspect the goods? • 4. When and where will the reinspection take place? No, because Miss Han said, “Let’s examine the details again.” It doesn’t mention the paper-divider used inpacking. American General Administration of Quality Supervision, Inspection and Quarantine. It will take place at New York Port immediately after the goods’ arrival.

30. <Back Script Miss Han: Mr. Green, before signing the contract, let’s check the details again. Mr. Green: OK. Let’s do it now. On the whole it seems perfect. But I think we need to further clarify the clause about packing. The clause doesn’t mention the paper-divider used in packing. Miss Han: Let me see. “Every 24 jars are put in a cardboard box after each jar is wrapped in tissue paper. The boxes are then put in wooden crates…” Mr. Green: I remember we agreed that each jar is wrapped in tissue paper and then should be separated from each other by corrugated paper-dividers when packed in cartons. Miss Han: Yes, that’s right! I’ll add that. Anything else? Mr. Green: Yes, it’s about the inspection clause. It only stipulates that the seller shall have the goods inspected by 15 days before the shipment. Can we add one more sentence that the buyer may have the goods reinspected by American General Administration of Quality Supervision, Inspection and Quarantine? Miss Han: Of course. But it should be noted that you have the goods reinspected right after the goods’ arrival at the destination, namely, the New York Port. Mr. Green: OK, I agree. I have no more questions. Thanks for your friendly cooperation. Miss Han: Same here! The revised contract will be ready for signing this afternoon. Mr. Green: Great!

31. Unit 4 Conclusion of a Contract Listening Task 5Hill and Sterling are having the last check about their contract. Listen to the conversation and tick off what Sterling has said. 声音 1. Won’t you mind if I have my last check before signing it? 2. Just check the items one by one. 3. I’ve been looking forward to this moment for a long time. 4. Here are four originals. 5. Shall we sign them now? √ √ √

32. <Back Script Mr. Hill: Mr. Sterling, my secretary has the contract corrected. Here’s the new version. Mr. Sterling: Oh, thank you. Won’t you mind if I have my last check before signing it? Mr. Hill: Of course not. Just check the items one by one. Mr. Sterling: (After a while) This time it’s perfect. Mr. Hill: Great! I’m very glad that we’ve finally reached an agreement after several rounds of negotiation. Mr. Sterling: Same here! I’ve been looking forward to this moment for a long time. Mr. Hill: Here are four originals. Two in English and two in Chinese. Mr. Sterling: Shall we sign them now? Mr. Hill: OK.

33. Home Unit 4 Conclusion of a Contract Speaking Task 1 Task 2 Task 3 Task 4

34. Unit 4 Conclusion of a Contract Speaking Task 1Work in pairs. Make sentences by choosing relevant information in each box.

35. <Back Unit 4 Conclusion of a Contract Speaking

36. Unit 4 Conclusion of a Contract Speaking Task 2Work in pairs. Suppose the representative of Bluesky is designated to check the draft with the business partner from abroad. Practice making a conversation with the help of the following expressions. sample

37. <Back Sample A: Good morning, Mr. Greenspan. The contract is ready. Here you are! B: Thank you! Let me see. A: Please go through it to see if there are any mistakes. B: OK, I’ll do it now. (A few moments later) I’m afraid we need to clarify some points. A: Yes? What are they? B: The first is about shipment. I think we need to make it clear that no partial shipment is allowed. A: OK! I’ll correct it. What else? B: The second is about “ton”, the unit we use here. I remember we agree that “ton” here refers to “metric ton”, right? A: Yes, thank you for reminding us. I’ll add it to the contract. B: Now everything turns out to be perfect.

38. Unit 4 Conclusion of a Contract Speaking Task 3Work in pairs. Linda of Sunshine Electrical Company is checking the draft contract with Bland of Chicago Import and Export Company. Practice making a conversation with the help of the instructions below. sample

39. <Back Sample A: Mr. Bland, my secretary has finished drafting the contract. Here you are! B: Thanks for your hard work. A: Before signing the contract, you’d better read through it. B: I’ll do it now. (A few minutes later) The draft contract is almost perfect. But could we change a little bit about the inspection clause? I mean it dictates the goods shall be reinspected in 10 days after its arrival at the port. I find it’s hard for us, especially in this season. So could we extend it to 20 days? A: Yeah, it might be hard. But the longer we wait for the reinspection, the less favorable it might be to us. So, how about 15 days? I think it’s quite enough. B: OK, done! I have no more questions. A: Great! The revised version will be ready tomorrow morning. Shall we sign it then? B: Yes, but where shall we sign the contract? A: How about Beijing Hotel? B: OK! See you then!

40. Unit 4 Conclusion of a Contract Speaking Task 4Situational Practice. Make conversations with your partners according to the following situations. 1. Lucas is discussing with his counterpart Wang Yulan about the draft contract. Lucas suggests the arbitration should take place in China after the shipment is done, while Wang Yulan disagrees on the Late Delivery and Punishment Clause. After their friendly negotiation, they finally agree on all the terms in the contract. 2. Angela is having a last check about the contract with her business partner William. After reading through the contract, they find it perfect and sign it immediately. sample

41. <Back Sample A: Mr. Wang, here are the two copies of the draft contract. Shall we check it now? B: Yes. (After reading for a while) The contract is well written on the whole. But shall we revise the arbitration clause? I mean, the arbitration should take place in China only after the shipment is done. A: No problem! China International Economic and Trade Arbitration Commission is our choice. B: Do you find any provision that needs to be revised? A: Yes, just the late delivery and punishment clause. I think if the late delivery is within two days and we inform you of that in advance, we should not pay any fine for it. You know, there are a lot of storms in this season. A: OK. But you should inform us three days before the exact arrival date. B: All right, we will. Now I have no questions. And you? A: Same here!

42. Home Unit 4 Conclusion of a Contract Reading B Text Task 1 Task 2 Task 3

43. Unit 4 Conclusion of a Contract Reading B

45. Unit 4 Conclusion of a Contract Reading B

47. Unit 4 Conclusion of a Contract Reading B

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49. <Back Unit 4 Conclusion of a Contract Reading B Task 1Read the passage and match the following two columns. a. insurance b. terms of payment c. inspection and claims d. force majeure e. notices 1. cases that the Seller will not be responsible 2. time limit of informing any changes 3. allowing shipment of part of the goods 4. All Risks and War Risk 5. name the agency for issuing quality report

50. <Back Unit 4 Conclusion of a Contract Reading B Task 2Read the passage again and decide whether the following statements are true (T) or false (F). □ 1. The L/C should be irrevocable, transferable, divisible and interchangeable. □2. The Buyer should pay for the reinspection. □3. If the late delivery is caused unpredicted hurricanes, the Buyer has no right for any claim. □4. If any change of the address arises, the other part should be notified right after the day. □5. Each party should hold at least one copy of the contract. F T T F T