商务合同写作及翻译PDF电子书下载

Part 1 The Basics of Contract 1

Chapter 1 Contract and Its Formation 1

Section 1 Commercial Contract & International Commercial Contract 1

1.1 Commercial Contract for the Domestic Sales of Goods 1

1.2 Commercial Contract for the International Sales of Goods 1

1.3 Relevant Transport Document 2

1.4 Electronic Data Interchange 3

1.5 Payment for the Goods 3

1.6 Contractual Relations Involved in the International Transactions 4

Section 2 Formation of Contract & the CISG 5

2.1 Offer and Acceptance 5

2.2 Mailbox Rule and Acceptance Rule 10

2.3 Consideration 11

2.4 Formality of Contract 12

2.5 Parole Evidence Rule 13

Section 3 Structure of Contract 13

Section 4 Settlement of Dispute 23

4.1 Dispute 23

4.2 Settlement of Dispute 24

Chapter 2 Incoterms 2000 26

Section Incoterms 2000 26

1.1 Figure 1 26

1.2 "E" Term Dealing with Passing at the Seller's Premises 26

1.3 "F" Term Dealing with Port-to-Port Shipment 27

1.4 "C" Terms Doaling with Port-to-Port Shipment 38

1.5 "D" Term: Destination or "Arrival" Contracts 45

1.6 Multimodal Transport Terms Developed by Incoterms 49

Chapter 3 Letters of Credit 51

Section 1 Characteristics of a Documentary Letter of Credit 51

Procedure Used in a Letter of Credit 52

Section 2 Types of Documentary Credits 55

2.1 Revocable and Irrevocable Credits 56

2.2 Confirmed and Unconfirmed Credits 57

2.3 Method of Payment under a Credit 58

2.4 Sight Drafts 58

2.5 Negotiation Credits 58

2.6 Other Types of Credit Arrangements Recognized by UCP 500 59

2.7 Stages in the Transaction 62

2.8 Responsibility of the Intermediary Bank 65

Chapter 4 Norms of the Contract 66

Section 1 The Norms of the Contract 66

1.1 Hereinafter 66

1.2 The Concerned Parties to the Contract 67

1.3 Definition 69

1.4 Usage of "Shall" 71

1.5 The Conditional Clauses 73

1.6 Usage of Capitalization 77

Section 2 Usage of Old English 81

2.1 "Here" Group 81

2.2 "There" Group 85

2.3 "Where" Group 89

2.4 Others 91

Chapter 5 Set Clauses of the Contract 92

Section Set Clauses of the Contract 92

1.1 Identification of Parties 92

1.2 Force Majeure 95

1.3 Cancellation 101

1.4 Arbitration 103

1.5 Governing Law and Choice of Forum 107

Part 2 Types of Contracts 109

Chapter 6 Purchase Contract 109

Text A Purchase Contract 110

Text B Canada National Cereal, Oil & Foodstuffs Import and Export Corporation Purchase Contract 118

Exercises 121

Chapter 7 Sales Contract 125

Text A Sales Contract(1) 125

Text B Sales Contract(2) 134

Exercises 136

Chapter 8 Employment Contract 140

Text A Employment Contract 141

Text B Overseas Hired Employment Contract 149

Exercises 154

Chapter 9 Cooperative Joint Venture Contract 157

Text The Contract for Sino-foreign Cooperative Joint Venture 159

Exercises 174

Chapter 10 Equity Joint Venture Contract 177

Text The Contract for Sino-foreign Equity Joint Venture 177

Exercises 198

Chapter 11 Compensation Trade Contract 202

Text A Compensation Trade Contract(1) 203

Text B Compensation Trade Contract(2) 208

Exercises 216

Chapter 12 Assembling & Processing Contract 219

Text A Contract for Processing & Assembling 220

Text B Contract for Processing with Supplied Materials and Assembling with 227

Supplied Parts 227

Exercises 230

Chapter 13 Distribution & Consignment Contract 233

Text A Exclusive Agency Agreement 234

Text B Sales Agency Agreement 238

Exercises 242

Chapter 14 Contract for Machinery Equipment 246

Text Contract for A Complete Set of Equipment 247

Exercises 263

Chapter 15 Technology Transfer 266

Text A Contract of the Transfer of Technology 267

Text B Licence Contract for Patent and Technology 286

Exercises 298

Keys to Exercises 301

Appendix 1 327

Appendix 2 330

Appendix 3 334

Appendix 4 336

Appendix 5 341

References 343