international commercial contract国际贸易合同

foreword

1.The main work of international trade:

Two directions:

(1)enterprise--------market

Business work:

①know the market

②transfer information to manufacturer

③promotion

④negotiation

⑤draft-modify-sign the contract

⑥perform the contract

⑦deal with problems arising from the business: become partner; settle disputes

(2) market------enterprise

Business work:

①Know the commodity, enterprise, demands

② negotiation and sign the contract

③manufacture and perform

④cooperate or settle disputes

summary

Contract is a part of international business.

2.Brief introduction to this course

Period: 36 hours

Credit: 2

Characteristics: special and elective course

3.Contributions to your work in the future

draft ,edit, interpret contracts

Case:

PI, PROFORMA INVOICE

4.contents

(1)Basic knowledge of contracts (emphases):

Concept, principle, development, structure, writing, interpretation, explanation

(2)The law of contract

(3)Some kinds of contracts (emphases)

5.Teaching material for reference

参考教材： 《国际商事合同制作原理》立新会计出版社，龚柏华主编; 主要辅助教材：

《英文合同书制作方法与法理》外文出版社，岩崎一生著;

《国际贸易条款及案例》对外经贸大学出版社，黎孝先主编;

《英汉经贸合同精选》对外经贸大学出版社，李俊主编;

《国际贸易合同》民主法制出版社，来奇主编.

6.The main requests

Can draft, edit and translate main contracts of international business accurately ; Need your patience and carefulness

1

Chapter 1 the introduction

Section1 concept

1.contract

(1)definition

①《contract law of PRC》: an agreement that establish, modify and terminate the civil rights and obligations between subjects of equal footing, that is between natural persons, legal persons or other organizations. ② 《law dictionary》 by Steven Gifts:

Contract is a promise, or a set of promise, for breach of which the law gives remedy, or the performance of which the law in some way recognize as a duty.

From common law system

③

《a dictionary of law》 by LB.curzon: contract is a legally binding agreement

From continental law system

(2)Distinguish contract , agreement and treaty

Contract: with legal force, formal;

Agreement: more broader, might lack some essential elements of a contract;

Treaty:条约

(3) essential clauses

LB.curzon:

Offer and absolute and unqualified acceptance

Consensus ad idem

Intention to create legal relations

Genuineness of consent

Contractual capacity of the parties

Legality of object

Possibility of performance

Certainty of terms

Valuable consideration

(4) Certainty of terms

《contract law of PRC》:

Title or name and domicile of the parties;

Contract object;

Quantity;

Quality;

Price or remuneration

Time limit, place and method of performance;

Liability for breach of contract;

Methods to settle disputes

2.Kinds of international commercial contracts

international contracts for sale of goods; (ICC Model, model of sino-Japanese)

international contracts for sales agency; (ICC Model)

Distributorship contract; (ICC Model)

International franchising contract; (ICC Model)

Processing, compensation, licence, lease, labor, joint venture, joint cooperation, insurance, transportation, consultation, cooperation, loan, consignment, etc.

Section2 basic principles

2

basic principles of contract

1.freedom

Con-case:

fraud, threat, misunderstanding.

2.good faith and fair dealing;

3.pacta sunt servanda:

[latin] for pacts must be respected

4.abide by the law (mandatory rules prevail)

5.respect usages and practices

Section3 development

1. The assimilation of the legal criterion

(1)international treaties

Goods;

Technology;

Investment;

Finance.

(2) international customs

Incoterms2000, ucp500, etc.

(3) international model law (PICC)

2.The standardization of the text

(1) international organization

ICC: goods sale, agency, distributorship, franchise, occasional intermediary, non-disclosure agreement ECE: ECONOMIC COMMISSION FOR EUROPE

Corn, complete plant成套设备 and durable consumer goods耐用消费品

(2)the professional association:

FIDIC conditions of contract for works of civil engineering construction

(3)legal persons

(4)country: sino-Japanese, Germany, South Korea

3.Novelty and specialization;

4.the electronic formation

E-commerce

Chapter2 structure

Section1 non-operative part

1.foreword

(1)cover: title, parties, date

(2)title:

Contract, agreement, confirmation, order, memorandum

(3)number

(4)date: effective date, sign date

(5)place: governing law, stamp duty

(6)the corporate or personal name

Full name for the first time, repeat for short; law

(7)address:

Legal address, registered address, principal business office

2.Explanation clause

(1)whereas clause

3

(2)recitals:

Background, principle, legality

Section2 body (operative part)

Structure:

Article (chapter);

Section, sub-section;

Paragraph, sub- Paragraph

Or 1, 1.1, 1.1.1……

1.Assistment clause

(1)definition: special meaning

(2)duration: the date coming into force, the duration

(3)notice: time, form, language, contents, manner

(4)termination: by stipulation, by negotiation, by law

(5)the essence clause

Common law: breach be considered as a material breach;

Continental law: extend a time limit

(6)merger clause

(7)heading has no legal force, only for brief

2.Settlement clause

(1)assignment

Rights, obligations, all together

(2)amendments

Mutual consent, by special form

(3)force majeure

Definition, reason, timely notice and attest, aftereffect

(4)hardship

3.Disputes resolution clauses

(1)choice of law

Suit: contact with contract (some countries)

Arbitration: choose from any country, exception: mandatory rules prevail

(2) Arbitration and mediation clause

Consent, scope, place, organization, rule and procedure, written agreement, award, fee Section3 final clause

1.copy, language, validity

2.witness clause

3.testimonium: sign and seal

4.conditions of effectiveness: after the signature, after approval

5.annexes, appendices, schedules, exhibits

Chapter3 the language

Section1 the characteristics of the language of contract

Professional, formal, accurate;

Accuracy, brevity, clarity

1. Accuracy

(1)avoid ambiguity (more than two meanings)

(2)repeat of words

(3)use ancient words

4

(4)use Latin words

(1)avoid ambiguity

Case:

Red ball-pen;

Time: in, bimonthly, biweekly and others

And/or

(2)repeat of words

Repeat is common

Adverb:

here-, this

there-, that

where-, what or which

Function: replace and restrict

Such as:

hereafter, herein, hereinafter, hereof, hereto, hereunder, hereupon;

Thereafter, thereof, therein, therewith;

Whensoever, whereat, whereby, wherefore, wherein, whereof, whereon

(3)use ancient words, p29

Aforementioned

Aforesaid

Forthwith

Henceforth: from now on

Pursuant to

Thence

In witness whereof

(4)use Latin words

P29-p30

①Ab initio: 从一开始；

Ab initio calculation

②Ad hoc: 特别的，仅为某一目的的；非事先计划的，非正式的

FBI appoints an ad hoc royal trump-killer to give the goat a death-blow;

Ad hoc speech

③bona fide: good faith善意的，真正的。bona fide holders, bona fide mortgage

④contra proferentem: against the who offers, contra proferentem rule:对规则提议人不利的规则。 ⑤de jure: of law, de facto: in fact

⑥et al(alia)： and another及其他；inter alia: among other things其中包括

⑦ipso facto: by the fact itself根据事实本身，基于事实

⑧pari passu: 同等待遇,on a pari passu basis

⑨per se: by itself,就其本身

Most people know very little about educational process per se.

⑩ultra vires: beyond the power,越权， ultra vires havior by directors.

2.Complex sentence

(1)tautology:preciseness

(2)repeat of thesaurus

(3)strictness: cause and effect

5

(1)tautology:preciseness

Annul and set aside

Written document

Entirely and completely remove

Totally null and void

example

Now, therefore, in consideration of the premises, and the representations陈述, warranties授权，担保, covenants and undertakings承诺，保证 of the parties hereinafter set forth, and for other good and valuable considerations, the parties agree among themselves as follows……

(2)repeat of thesaurus

Parallelism

Any matter, fact or thing;

Authorize and empower;

Bind and obligate;

Cease and desist;

Convey, transfer, and set over

Covenant and agree

For and on behalf of;

Furnish and supply;

Power and authority;

Relieve and discharge;

Rights, titles and interests;

Shall and will;

Terms and conditions;

Sole and exclusive;

Keep and maintain;

New and novel;

To have and to hold……

“maintain” shall mean operate, service, repair, uphold, support, rebuild, renew, over-haul, pave, purge, scour, cleanse, empty, amend, keep, tend, replace, refurbish, improve and decorate or such of the foregoing as may be applicable in the circumstances and in the interest of good estate management and “maintenance” shall be constructed accordingly.

(3)strictness:

Have cause and effect

Lon sentence with more modifiers.

example sentence 1:

Now, therefore, in consideration of the premises, and the representations, warranties, covenants and undertakings of the parties hereinafter set forth, and for other good and valuable considerations, the parties agree among themselves as follows……

example sentence 2:

If, after the signing of this agreement, the Chinese government either at the State, provincial, municipal or local level adopts any new law, decree or rule, amends or repeals any provision of any law, regulation, decree or rule, or adopts any different interpretation or method of implementation of any law, regulation, decree or rule,

Which contravenes this agreement or which materially and adversely affects a Party`s economic benefit under this agreement, then upon written notice thereof from the affected party to the other party, the Parties shall promptly consult and decide whether(1)

6

(1)to continue to implement this Agreement in accordance with the original provisions thereof as per the relevant provisions of the contract law of the People`s Republic of China; or (2) to effectuate necessary adjustments in order to preserve each Party`s economic benefit under this agreement on a basis no less favorable than the economic benefit it would have received if such law, , regulation, decree or rule, had not been adopted, amended, repealed or so interpreted or implemented

3.Standard format

Standard contract

Standard clause

Model contract

4.Particular expression

Grammar

(1)little use interpunctions;

(2)tense: simple present

(3)voice: generally use active voice ,not passive voice

(4)pronoun

Generally use indirect pronouns, avoid using person pronouns, owner pronouns

(5)singular and plural

Words in the singular include the plural and vice versa

(6) negative and positive(masculine, feminine)

Words Used in the masculine gender include every gender.

(4) indirect pronouns

Party A,party B;

The first party, the second party;

The buyer, the seller;

The purchaser, the supplier;

The sending party, the receiving party;

The licensor, the licensee;

The recipient, the supplier;

The transferor, the transferee;

The creditor, the debtor.

(5)singular and plural

Example:

A loan provided by foreign lending institutions should be in foreign currency and may not be converted into RMB without the approval from the SAFE or its designated branches.

Section2 the usage of shall, may and will

1.shall

Shall Means “must”

Use in legal obligation

Should:

Use in common obligation

倒装：如果，虚拟语气

example sentence: shall

The Seller shall bear all expense, risks of the commodity it passes over the vessel`s rail and is released from the tackle. After it has passed over the vessel`s rail and been released from the tackle, all expenses, risks of commodity shall be for the Buyer`s account.

7

Example：fault sentence

The seller shall receive the down payment of U.S. dollar ten thousand.

Example：should

Should all or part of the contract be unable to be fulfilled owning to the fault of one party, the breaching party shall bear the responsibilities thus caused. Should it be the fault of both parties, they shall bear their respective responsibilities according to actual situations.

2.may

May Means “Be entitled to”

Use in legal rights

Not legal rights: be entitled to

May not: 禁止性义务

example sentence1

Either party may forthwith terminate this contract, if the other party defaults in any provision and does not remedy the defaults within 25 days.

example sentence2

If the contract can not come into force within six months after the date of signing both parties are entitled to consider themselves absolved from the contract.

3.will

Has not legal force

Wish, want to

example sentence

The tenant承租人 will keep the premises in good repair.

The landlord shall provide locks and keys.

The landlord may enter and repossess收回 the premises upon termination of this contract.

Chapter4 interpretation

Section1 prepare

1. Be an eligible translator

(1)has strong sense of responsibility.

(2)be good at language.

(3)be good at professional knowledge.

Moral person, good offices.

2.do the preparative work well

(1)predicted reading

(2)associated reading

(3)studied reading

The devil in the details.

Example

If the foreign joint venture causes losses by deception through the international use of backward technology and equipment, it shall pay compensation for the losses.

losses, any loss or losses, loss

Section2 principles of interpretation

Faithfulness, expressiveness, elegance

1. Faithfulness

True and accuracy

Subtract words from the sentence

Add words to the sentence

8

Example: Subtract words

The Parties agree that this agreement may be pleaded in any court of competent jurisdiction as a bar to any action, suit, claim, cause of action原告的起诉原由 or proceeding诉讼程序 commenced by Party B against Party A or Party C for or in respect of or in any way connected with or arising out of the Claim.,

Example: Subtract words

Taxation shall comprise all forms of taxes, including without limitation income tax, capital gains tax, stamp duty, tariffs, customs duties, import and export duties, impositions, duties and levies, and all fines, penalties, charges, fees, costs and rates imposed, levied and collected by the taxation authority and other competent authorities.

levy重在impose，而collect强调together.

在法规翻译中，在强调征收行为时多用levy，对征收的状态，工作或性质，多用collect.

pecuniary penalty, fine, fine penalties

Example: Add words

The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.

require performance: require the other party to perform.

This Agreement shall take effect on the Effective Date and shall continue for a period of ten(10)years. This Agreement shall be automatically renewed for one-year terms thereafter unless and until terminated by either Party hereto by giving six(6)months` written notice to the other.

until this Agreement terminated

2.expressiveness and smoothness

Fluency

（1）讲英语中常用的被动句翻译成符合汉语习惯的主动句。

For instance:

This agreement is executed in Chinese. If necessary, it may be translated into other languages.

被，由，手，得到，予以。

（2）灵活处理句子顺序，合理拆分长句

灵活处理句子顺序For instance:

Borrower shall not do or cause or suffer anything to be done whereby the lender`s interest may be prejudiced. translate

Party A shall pay the balance of the purchase price to party B.

Party A shall pay the balance of the purchase price, management fee, rates, miscellaneous charges( including but not limited to water charges and electricity charges) and agent`s fee to Party B.

translate

During the period from the date of effectiveness to the termination of the contract, the two Parties shall hold a meeting every year to discuss problems in the execution of the contract, to exchange views on technical development and improvement and lay a foundation for further technical cooperation. The aforesaid meeting shall held in the two countries in turn. The contents and conclusion of such discussion shall be written in memorandum. The number of attendants of each party shall be no more than five persons. Each party shall bear its own expenses.

3.elegance

Beautiful, decent style of writing, formal.

(1)灵活翻译代词pronoun

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and no variation of this Agreement shall be effective unless made in writing and signed by all of the parties.

9

translate

The formation of this contract, its validity, interpretation, execution and settlement of disputes in connection herewith shall be governed by the laws of the PRC.

(2)对普通词语特殊意思的正确翻译

Action,

Assign,

Avoidance,

Consideration，

Defense,

Determination

Dishonor

Distress

Equity

(3)准确辨析同义词thesaurus

Fault: Negligence,intention

Damage, Damages

Injury, harm, damage

Includes(non-exhaustive list), consist of(exhaustive list)

Judgment, decision, decree, sentence, award, verdict, ruling. P44

Abide by, comply with

(4)一译多词

单：

List清单,

Bill of lading

Insurance policy

Shipping note

Delivery order

Documents against payment.

(5)一词多译

Good:

Party A is a company duly organized, validly existing and in good standing as a legal person under the laws of the PRC.

Now therefore, in consideration of the premises, and the representations, warranties, covenants, and undertaking of the parties hereinafter set forth, and for other good and valuable consideration, the parties agree among themselves as follows.

good consideration: consideration that is valid under the law

Neglect of duty is good cause for removal of trustee

good cause: a legally sufficient reason

good title:Title that is legally valid and effective.

Good faith: honesty, fairness and lawfulness of purpose.

(6)固定翻译

具有同等效力：

Be equally authentic

不可撤销的信用证

Irrevocable letter of credit

Joint venture

10

法人：legal person, moral person, juristic person, artificial person, juridical person, body corporate

Reasonable person. p45

Chapter5 the principles of construction

Section1 the principles of construction of PICC

1to find the intention of the parties(p46)

Common intention

Intention of the Reasonable person

consider

①Preliminary negotiation between the parties;

②Practices which the parties have established between parties;

③The conduct of the parties subsequent to the conclusion of the contract;

④The nature and purpose of the contract;

⑤The meaning commonly given to terms and expression in the trade concerned.⑥usages

2reference to contract or statement as a whole

Terms and expressions shall be interpreted in the light of the whole contract or statement in which they appear. Case: notice of termination

3 all terms to be given effect

4 contra proferentem rule

If contract terms supplied by one party are unclear, an interpretation against that party is preferred.

5 linguistic discrepancies

Where a contract is drawn up in two or more language versions which are equally authoritative there is, in case of discrepancy between the versions, a preference for the interpretation according to a version in which the contract was originally drawn up.

6 default rule

Appropriate supplying

Quality: reasonable and not less than average in the circumstance.

The place of performance: monetary obligation:at the obligee`s 债权人place of business;

Other obligation: at it`s own place of business. Change in its place of business?

Currency: not certain, payment must in the currency of the place where payment is to be made.

Section2 logical presumption

1 presumption of consistent expression

2 presumption against tautology

3 presumption that a contract must be read as a whole

4 presumption of recognition by associated words.

5 class presumption

6 presumption of negative implication

7 presumption that specific words prevail over general words

8 presumption of the last antecedent modification

9 presumption of rendering each to each

10 presumption that handwritten terms modify printed terms.

Section3 principles of construction of contract in <the contrct law of PRC>

1 on the basis of words and sentences used in the contract;

2interprated as a whole;

11

3relate the purpose of the contract;

4consider the practices;

5 the principle of good faith

p55

Chapter6 international contracts for sale of goods

Section1 conformation

A simple contract

1 Title

Sales conformation

Purchase order

2contents

Has Common trade terms;

Has not general terms commonly.

Exception:complicated conformation

3 application

(1)Has Long-term agreement already;

(2)deal with the trade with the clients who have long-term business with you;

(3)little amount of subject matter, but have more batches.

4 Example1in brief

CONTRACT NO

DATE

SIGNED AT

SELLERS

买方（Buyer） :

地址（Address） :

The undersigned sellers and buyers have agreed to close the following transactions according to the terms and conditions stipulated below??

ART. NO.

DESCRIPTION

QUANTITY

UNIT PRICE

AMOUNT

TOTAL VALUE

With % more or less both in amount and quantity allowed at the sellers option??

time of shipment????

loading & destination????

Insurance to be effected by buyers for 110% of full invoice value covering ** up to ** only.

By confirmed,irrevocable,transferable and divisible l/c to be available by sight draft to reach the sellers before ** and to remain valid for negotiation in china until 15 days after the aforesaid time of shipment. The l/c must specify that transshipment and partial shipments are allowed.

Any dispute arising out of in connection with this contract shall be referred to china international economic and trade arbitration commission for arbitration in accordance with its existing rules of arbitration. The place of arbitration shall be __________. the arbitral award is final and binding upon the two parties.

THE BUYERS:

4 Example2 complicated

12

Sales conformation

合同号：

CONTRACT NO：

日期：

DATE ：

签约地点：

SIGNED AT：

卖方（Seller） :＿＿＿＿＿＿＿＿＿＿＿＿＿＿

地址（Address） :＿＿＿＿＿＿＿＿＿＿＿＿＿电话（Tel） :＿＿＿＿＿＿＿＿＿＿

传真（Fax） :＿＿＿＿＿＿＿＿

电子邮箱（E-mail） :＿＿＿＿＿＿＿＿＿＿

买方（Buyer） : ＿＿＿＿＿＿＿＿＿＿＿＿ 地址（Address） : ＿＿＿＿＿＿＿＿＿＿＿＿ 电话（Tel）: ＿＿＿＿＿＿＿＿＿＿

传真（Fax） :＿＿＿＿＿＿＿＿

电子邮箱（E-mail） : ＿＿＿＿＿＿＿＿

买卖双方同意就成交下列商品订立条款如下：

The undersigned Sellers and Buyers have agreed to close the following transactions according to the terms and conditions stipulated below:

数量及总值均得有____ %的增减，由卖方决定。

With ___% more or less both in amount and quantity allowed at the Seller's option.

6. 包装：Packing：

7.装运期限 ： Time of Shipment:

收到可以转船及分批装运之信用证_____天内装 出。

Within______days after receipt of L/C allowing transhipment and partial shipment.

8. 装运口岸： Port of Loading:

9. 目的港：Port of Destination:

10.付款条件：开给我方100%不可撤销即期付款及可转让可分割之信用证，并须注明可在上述装运日期后15天内在中国议付有效。

Terms of Payment: By 100% confirmed, Irrevocable, Transferable and Divisible Letter of Credit to be available by sight draft and to remain valid for negotiation in China until the 15th day after the aforesaid Time of Shipment.

11.保险：按中国保险条款，保综合险及战争险（不包括罢工险）

Insurance: covering all risks and war risk only (excluding S.R.C.C. Cargo Clause ) as per the China Insurance Clauses.

由客户自理：

To be effected by the buyers.

12. 装 船 标 记：

Shipping Mark:

基本知识回顾

All Risks 一切险

F.P.A. (Free from Particular Average) 平安险

W.A. / W.P.A (With Average or With Particular Average) 水渍险

War Risk 战争险F.W.R.D. (Fresh Water Rain Damage) 淡水雨淋险Risk of Intermixture and Contamination 13

混杂、玷污险Risk of Leakage 渗漏险Risk of Odor 串味险Risk of Rust锈蚀险Shortage Risk短缺险T.P.N.D. ( Theft, Pilferage & Non-delivery)偷窃提货不着险Strikes Risk罢工险

13. 双方同意以装运港中国进出口商品检验局签发的品质的数量（重量）检验证书作为信用证项下议付所提出单据的一部分。买方有权对货物的品质和数量（重量）进行复验，复验费由买方负担。如发现品质或数量（重量）与合同不符，买方有权向卖方索赔。但须提供经卖方同意的公证机构出具之检验报告。

It is mutually agreed that the Inspection Certificate of Quality （Weight） issued by the China Import and Export Commodity Inspection Bureau at the port of shipment shall be part of the documents to be presented for negotiation under the relevant L/C. The buyers shall have the right to re-inspect the Quality and Quality （Weight） of the cargo. The re-inspection fee shall be borne by the Buyers.

Should the Quality and/or Quantity （Weight） be found not in conformity with that of the contract, the Buyers are entitled to lodge with the Sellers a claim which should be supported by survey reports issued by a recognized Surveyer approved by the Sellers.

14. 备注REMARKS：

（1） 买方须于__年__月__日前开到本批交易的信用证（或通知卖方进口许可证号码），否则，售方有权不经通知取消本确认书，或接受买方对本合同未执行的全部或一部，或对因此遭受的损失提出索赔。 The buyers shall have the covering Letter of Credit reach the Sellers （or notify the Import. License Number） before ________, otherwise the Sellers reserve the right to rescind without further notice or to accept whole or any part of this Sales Confirmation not fulfilled by the Buyers, or to lodge a claim for losses this sustained of any.

（2） 凡以CIF条件成交的业务，保额为#5@p的110%， 投保险别以本售货确认书中所开列的为限，买方要求增加保额或保险范围，应于装船前经售方同意，因此而增加的保险费由买方负责。

For transactions concluded on C.I.F.basis it is understood that the insurance amount will be for 110% of the invoice value against the risks specified in the Sales Confirmation. If additional Insurance amount of coverage is required, the buyers must have the consent of the Sellers before Shipment and the additional premium is to be borne by the buyers.

（3） 品质数量异议：如买方提出索赔，凡属品质异议须于货到目的口岸之日起3个月内提出，凡属数量异议须于货到目的口岸之日起15在内提出，对所装运物所提任何异议属于保险公司、轮船公司及其他有关运输机构或邮递机构所负责者，售方不负任何责任。

QUATLITY/QUANTITY DISCREPANCY:

In case of quality discrepancey, claim should be filed by the Buyers within 3 months after the arrival of the goods at port of destination, while of quantity discrepancy, claim should be filed by the Buyers within 15 days after the arrival of the goods at port of destination. It is understood that the Sellers shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping Company, other transportation, organization/or Post Office are liable.

（4） 本确认书所述全部或部分商品，如因人力不可抗拒的原因，以致不能履约或延迟交货，卖方概不负责。

The Sellers shall not be held liable for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Confirmation on consequence of any Force Majeure incidents.

（5） 买方开给售方的信用证上请填注本确认书号码。

The buyers are requested always to quote THE NUMBER OF THIS SALES CONFIRMATION in the Letter of Credit to be opened in favour of the Sellers.

（6） 仲裁：凡因本合同引起的或与本合同有关的争议，均应提交中国国际经济贸易仲裁委员会华南分会，按照申请仲裁时该会实施的仲裁规则进行仲裁，仲裁裁决是终局的，对双方均有约束力。

ARBITRATION: Any dispute arising from or in connection with this Sales Confirmation shall be submitted to 14

China International Economic and Trade Arbitration Commission (CIETAC ), South China Sub-Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

（7） 本合同用中英文两种文字写成，两种文字具有同等效力。本合同共＿＿ 份，自双方代表签字（盖章）之日起生效。

This Contract is executed in two counterparts each in Chinese and English, each of which shall deemed equally authentic. This Contract is in ______ copies, effective since being signed/sealed by both parties.

卖方: ______ 买方：_______ （签字） （签字）

Seller:_________Buyer:________ （Signature） （Signature）

5PROFORMA INVOICE

由出口商向进口商提供的，供进口商申请进口许可证或进行进口货物申报使用的单据，一般规定有“出口商最后确认为准”的保留条件，不具有法律效力。一些发展中国家为管制进口，控制外汇支出及掌握进口来源地，要求进口商凭出口商提供的形式#5@p申请进口许可证。中国政府无此类规定 。

example

JIAHE IMPORT & EXPORT CO.，LTD.

嘉 禾 进 出 口 有 限 公 司

ADD: 60,NONGJU RD QUTANG NANTONG JIANGSU CHINA

TEL: 86-513-8603*** FAX: 86-513-8603***

形 式 发 票

Proforma invoice 号 码

No: pro-01-22

To： lebrun 日 期

France. DATE november 16, 2004

NOTE： THIS PROFORMA INVOICE IS VALID UP TO SEP.20,2005 。

付款方式

Payment: l/c at sight

2.包装条款

Packing: each packed in color box, then in cartons.

3.装运港

Port of loading : guangzhou, china

4.卸货港 / 目的港

Port of dispatching/destination: antwerp

5.交货期

Delivery: on/before december 15, 2004

6．其它

Others： (如输入银行信息)

7.Bank of communications beijing branch

no. 33 jinrong street, xicheng district,

beijing, china postal code: 100032

tel: 66101616. FAX: 66101800 telex: 222915 BCOMB

account number: 12345690212

Section2 ICC Model international sale contract

Section3 Chinese-Japanese Model

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