涉外合同英文范本
合 同：
CONTRACT：
日期：
Date：
合同号码
Contract No：
买 方：
The Buyers：
卖方：
The Sellers：
兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品：
This contract is made by and between the Buyers and the Sellers； whereby the Buyers agree to
buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as
stipulated hereinafter：
（1） 商品名称：
Name of Commodity：
（2） 数 量：
Quantity：
（3） 单 价：
Unit price：
（4） 总 值：
Total Value：
（5） 包 装：
Packing：
（6） 生产国别：
Country of Origin ：
（7） 支付条款：
Terms of Payment：
（8） 保 险：
insurance：
（9） 装运期限：
Time of Shipment：
（10） 起 运 港：
Port of Lading：
（11） 目 的 港：
Port of Destination：
（12）索赔：在货到目的口岸×天内如发现货物品质，规格和数量与合同不附，除属保险
公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔
款。
Claims：Within × days after the arrival of the goods at the destination， should the quality，
Specifications or quantity be found not in conformity with the stipulations of the contract except
those claims for which the insurance company or the owners of the vessel are liable， the Buyers
shall， have the right on the strength of the inspection certificate issued by the and the
relative documents to claim for compensation to the Sellers
（13）不可抗力：由于人力不可抗力的原由发生在制造，装载或运输的过程中导致卖方延
期交货或不能交货者，卖方可免除责任，在不可抗力发生后，卖方
英文涉外借贷合同范本
loan contract
contract number: _____________
borrower: ________________
address: _________________
lender: __________________
address: _________________
in accordance with provisions of contract law of the peoples republic of china and bank of china,
after reviewing the status and the request of the borrower, the lender agrees to grant the borrower
a line of credit on . the borrower, lender and guarantor, through friendly negotiation, have
executed this contract as follows:article 1 currency, amount and term of the loan:
1. the currency under this loan is reiminbi.
2. the line of the loan is yuan.
3. the period of this loan is 12 months from the date of
effectiveness of this contract.
article 2 the purpose of the loan:
1. the purpose of this loan is used for working capital turnover.
2. without written approval of the lender, the borrower could not use the loan out of the scope of
the purpose.
article 3 interest rate and calculation of interest:
1. interest rate: the interest rate shall be [***] during the loan term, if the countrys related
authority adjusted the interest rate or the manner of calculation of interest, the interest of this
contract shall be adjusted accordingly after one year from the date of execution of this contract.
the adjustment shall be conducted when the interest rate are executed one is not obliged to
inform the borrower when the adjustment of interest.
2. the interest shall be calculated from the date of first drawdown and the actual days the
borrower use. one year shall be calculated as 360 days.
3. the payment of interests: the borrower shall pay the interests per quarter. the payment date shall
be , and. if the payment for the last installment is not on the payment date,the interests shall
deduct the interest from the bank account of the borrower. in the event that the borrower fails to
pay the interests on time and the balance of the account of the borrower is not enough for the
payment of interest, the lender shall have rights to collect a penalty being
[***] of the outstanding amount per day for the borrowers breach of contract.
article 4 overdue interests and misusing interests
1. if the borrower fails to repay the loan and can not reach a agreement with the lender regarding
the extension, the lender shall collect an overdue penalty for [***] of the overdue amount per day.
2. if the borrower fails to uses the loan in accordance with the provisions set forth in this contract,
the lender shall have right to charge a interests for the misusing part at a rate of [***] per
5 account
the borrower shall open reiminbi basic account and/or foreign currency account at the lender or
lenders branch for the use of draw-down, repayment,payment of interests and fees.
article 6 draw-down
1. the loan under this contract is revolving, the balance of this contract shall not more than the
line of credit.
2. the borrower shall send a draw-down application as the form herein attached in this contract 7
days before the date of draw-down.
3. the borrower shall not draw the loan less than 1 7 conditions for draw-down
the following conditions shall be satisfied in advance of the draw-down date:
1. the borrower has opened foreign account and reiminbi account at the office of the lender or the
branch of the lender;
2. this contract and the appendices have been effective;
3. the borrower has provided the recognition of the investment or certificate of the investment to
the lender;
4. the borrower has provided the board resolution and power of attorney regarding this loan
contract;
5. the borrower has provided the list and the signature sample of the authorized person who
empower to sign this contract and documents;
6. the guaranty under this contract has been effective;
7. the borrower has been satisfied the warrants under article 11 of this contract;
8. the other requirement for the draw-down have been 8 repayment plan and
prepayment
1. the borrower shall repay the loan in accordance with the
status of its cash. the borrower shall inform the lender the payment amount and date [***] prior to
make the payment. the borrower shall be obliged to repay the principal and related interests on
due date without any condition.
2. the payment made by the borrower and the deduction from the account of the borrower shall be
used for repaying the interest at first and then for repaying the principal.
3. in the event the borrower fails to repay the loan, the lender shall have rights to deduct the debt
from the bank account of the borrower at the lender or empower the branches of the lender to
deduct the debt from the bank account of the borrower at the lenders branches;
4. the installment of repayment shall not less than 1 9 debt certificate
the lender shall keep record in the lenders account for the principal,interests and fees and other
fees of the borrower under
this contract; the above mentioned record and the documentation for the draw-down, repayment
and payment of interest is the certificates of the debts between the borrower and the lender.
article 10 guaranty
1. (the 'guarantor') shall be the guarantor for the loan under this contract and take jointly
liabilities.
2. during the term of this contract, if the guarantors financial status become deteriorated or the
liabilities for repayment of debts become weak, the lender shall have right to request the borrower
changes guarantor orprovide mortgage and pawn secured for this loan under this contract.
article 11 representations and warranties
i. the borrowers represents and warrants as follows:
1. the borrower is a company duly organized and validly existing under the law of the peoples
republic of china and has the power and authority to own its property to consummate the
transactions
contemplated in this contract and join the litigation. the borrower has the power to handle it assets
used in operation.
2. the borrower is at its option to sign and perform this
is the borrowers true meaning and has the power to sign this contract and it is not
breach it article of association or
regulations or contracts. the procedure for signature and performance of this contract has been
gone through and fully effectivenes(转载于: 在点 网)s.
摘 要
实务中有不少涉外经济合同纠纷是因各方对合同文字的理解不一而引起的,究其原因,主要
是起草者对合同语言的特殊性缺乏应有的了解,结果导致合同语言的模糊性和不确定性。本
文从词法、句法及应用等三个层面对英文经贸合同语言的特殊性及其变化规律进行探讨,以
期能有助于对此类合同的阅读和起草。
关键词：涉外合同；语言特征；阅读和起草
ABSTRACT
In practice, the occurrence of inconsistency in interpretation of the contract English has resulted
in a good few cases of disputes. In essence, it is largely due to the draftsman's failure to have a
deep-in understanding of the underlying features of the contract language, which might lead to
the ambiguities and uncertainties of the contract wording. This paper tries to analyze the
linguistic features of English business contracts at the morphological, syntactical and discourse
levels respectively with a view to rendering a help in the reading and drafting the contracts.
Keywords：contract English ; language features; reading anddrafting
Contents
1. Introduction ...................................................................................................................... 1
2. Literature review .............................................................................................................. 2
Study of contract .............................................................................................................. 2
Study of legal English ...................................................................................................... 3
Study of contract English ................................................................................................. 3
The study of the stylistic features of contract English in China ...................................... 4
3. The language features of contract English ..................................................................... 6
The lexical features .......................................................................................................... 6
Formal words ................................................................................................................ 6
Archaic Words ............................................................................................................... 7
Synonyms ...................................................................................................................... 8
Abbreviations ................................................................................................................ 8
The syntax features .......................................................................................................... 9
Active voice ................................................................................................................... 9
Present tense ................................................................................................................ 10
Shall+verb ................................................................................................................... 10
The sentential features .................................................................................................... 11
Declarative sentences .................................................................................................. 11
Long sentences ............................................................................................................ 12
Conditional clauses ..................................................................................................... 13
4. Implications .................................................................................................................... 15
Implication for reading contract English ....................................................................... 15
Implication for drafting contract .................................................................................... 16
5. Conclusion ....................................................................................................................... 17
Acknowledgements ............................................................................. 错误！未定义书签。
References ........................................................................................................................... 18
1. Introduction
Language is much more than merely a means of communication. It is also a way of signaling,
consciously or unconsciously, that we come from a particular area, or belong to a certain social
group.[1]51 Every field of expertise develops its own language features.[2]36 The language of
English used in contracts, or contract English, is an important branch of legal English. Legal
English means the language of the law of England, America, and some other countries whose
official language is English. These common law system countries have a history about several
hundred years to express law in English. Legal English is a type of legal language with overlap of
linguistics and the science of law. [3]6
With China's carrying out the policy to promote reform and opening to the outside world, the
establishment of market economy, the rapid development of our communication with foreign
countries and China's entry to the WTO, there are more and more opportunities for us to
communicate with those countries whose official language is English. When communicating with
individuals, legal persons or other organizations from the English speaking countries, we often
need to sign English contracts with them. Contract plays an important role in international
economic and trade activities, as all achievements thereof will be finally embodied in it.
How to correctly draft and understand contract language is of great importance to individuals and
business organizations. There are a few books and papers dedicated to general principles of
stylistic features of English for law, but none addresses questions of contract English in sufficient
detail to be of significant practical use to the English contract learners in China. My dissertation
attempts to present a comparatively detailed analysis of stylistic features of contract English with
the expectation to better help contract learners or businessmen understand and draft English
contract.
2. Literature review
Study of contract
Contract English, like English as a whole, is not static. It has undergone and is still undergoing
enormous changes. The definition of contracts given by Karla C. Shippey[4]155: A Commercial
Contract, in simplest terms, is merely an agreement made by two or more parties for the purpose
of transacting business. In the eye of scholars the word contract is used in common speech, which
simply refers to a writing containing terms on which the parties have agreed. Contract is often
used in a more technical sense to mean "a promise, or a set of promises for the breach of which
the law gives a remedy, or the performance of which the law in some way recognizes a duty." Put
quite simply, a contract is an agreement which the courts will enforce. [5]5
A contract, in the simplest definition, is a promise enforceable by law. The promise may be to do
something or to refrain from doing something. The making of a contract requires the mutual
assent of two or more persons, one of them ordinarily making an offer and another accepting. If
one of the parties fails to keep the promise, the other is entitled to legal recourse against him. The
law of contracts has to do with such questions as whether a contract exists, what the meaning of it
is, whether a contract has been broken, and what compensation is due the injured party.[6]6
Many contracts use the word agreement in the title. In some contexts the two words, contract and
agreement, are synonyms and can be used interchangeably. While contract and agreement may
both be used to mean a formal and legally enforceable arrangement, agreement may also refer to
an informal arrangement not supported by consideration, such as an agreement between friends to
play tennis on Saturday morning. So an agreement is really the main ingredient of a contract. But
it is not every agreement that becomes a contract. To be a contract, that agreement must be
enforceable in taw.
