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1、经经 贸贸 英英 语语ENGLISH FOR CAREERSUnit 4Conclusion of a Conclusion of a ContractContract新职业英语新职业英语第1页Warming-upReading AListeningSpeaking4123Reading B5Writing6Project7Vocabulary and Structure8Unit 4 Conclusion of a Contract第2页Task 1 The following picture represents two parties negotiation on drafting th
2、eir business contract.What terms or conditions will be probably included in the contract?Discuss with your group members.ContractSELLERBUYEREach partys name and addressspecificationpricequantityTerms of paymentlanguageUnit 4 Conclusion of a Contract第3页Task 2 Based on the discussion in Task 1,choose
3、three of the terms that you think are the most important and explain why._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 payment is also very important because it
4、 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.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 n
5、ative language is effective or not.Unit 4 Conclusion of a Contract第4页Reading ATextTask 1Task 2Task 3Task 4Background InformationUnit 4 Conclusion of a Contract第5页Background Information The United Nations Convention on Contracts for the International Sale of Goods(abbrev.CISG)is a treaty offering a u
6、niform international sales law that,as of July,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 sign
7、ed 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.第6页Reading ATask 1 Have a quick look at the title and discuss with you
8、r 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 abo
9、veUnit 4 Conclusion of a Contract第7页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 contr
10、acts 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:Reading AUnit 4 Conclusion of a Contract第8页 普通来说，协议订立始于发盘接收生效那一刻。协议通常是普通来说，协议订立始于发盘接收生效那一刻
11、。协议通常是书面形式，不过任何其它形式如口头协议也能够接收。书面协议书面形式，不过任何其它形式如口头协议也能够接收。书面协议通常分为两类，即由卖方起草销售协议和买方起草购置协议。通常分为两类，即由卖方起草销售协议和买方起草购置协议。不过不论是谁起草协议，它都对双方含有平等约束力，正常不过不论是谁起草协议，它都对双方含有平等约束力，正常情况都包含下面信息和条款：情况都包含下面信息和条款：第9页Reading AUnit 4 Conclusion of a Contract the number,place,and date of the contract;the names,addresses,
12、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
13、effective date and languages of the contract,the signature of the parties involved,and attestation.第10页 协议编号、签署地点和日期；协议编号、签署地点和日期；各方名称、地址和联络电话；各方名称、地址和联络电话；诸如订约目标和背景等介绍协议情况约因条款；诸如订约目标和背景等介绍协议情况约因条款；条款、规格、价格、数量、包装、支付条款、保险、质量和数条款、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、通知等解释；量异议、检验、索赔、不可抗力、仲裁、通知等解释；
14、协议使用期和语言、各方签字和证实。协议使用期和语言、各方签字和证实。第11页Reading AUnit 4 Conclusion of a Contract 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
15、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 posse
16、ss the qualities of samples.Usually,a quality tolerance should be set by stating maximum or minimum requirements like“2%max moisture”;第12页 这种协议主要性再强调也不过分，因为它是协议双方利益这种协议主要性再强调也不过分，因为它是协议双方利益和义务最终确认。所以在缔结协议时，要格外小心，尤其是下和义务最终确认。所以在缔结协议时，要格外小心，尤其是下面这些条款：面这些条款：质量。应该指出是质量标准采取越多，卖方越难恪守。质量。应该指出是质量标准采取越多，卖方越难
17、恪守。联联合国国际货物销售协议条约合国国际货物销售协议条约要求货物不但要符合协议中关于要求货物不但要符合协议中关于质量描述，而且也要与样品质量相同。通常，协议中经过写明质量描述，而且也要与样品质量相同。通常，协议中经过写明诸如诸如“最大湿度最大湿度2%2%”等最大或最小要求方式要求质量公差；等最大或最小要求方式要求质量公差；第13页Reading AUnit 4 Conclusion of a Contract Quantity.The quantity of goods may vary during shipment.Thus,“more or less”provision is stro
18、ngly 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
19、 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 wit
20、h the arbitration;第14页 数量。在装运过程中，商品数量可能会改变。所以，强烈提数量。在装运过程中，商品数量可能会改变。所以，强烈提议在协议加入议在协议加入“溢短装溢短装”条款。比如，条款。比如，“在装运中允许在装运中允许6%6%数数量增减量增减”；价格。应明确要求使用货币和汇率，尤其是在动荡金融市场价格。应明确要求使用货币和汇率，尤其是在动荡金融市场环境中；环境中；检验。应明确是否允许复检。假如允许，应明确要求谁有权检验。应明确是否允许复检。假如允许，应明确要求谁有权做和由谁负担费用；做和由谁负担费用；仲裁。以下事项在争议出现时非常关键，不过经常被人们忽仲裁。以下事项在争议
21、出现时非常关键，不过经常被人们忽略：仲裁所采取议事规则、是否遵从先例、怎样选择仲裁员和略：仲裁所采取议事规则、是否遵从先例、怎样选择仲裁员和由谁负担与仲裁相关费用；由谁负担与仲裁相关费用；第15页Reading AUnit 4 Conclusion of a Contract 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
22、 for the delayed delivery in?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.第16页 不可抗力。不可抗力本身不难了解，不过在一些情况下却不可抗
23、力。不可抗力本身不难了解，不过在一些情况下却很具争议。比如，很具争议。比如，年年SARSSARS（非经典性肺炎）暴发是否能够（非经典性肺炎）暴发是否能够被认定为延期交货不可抗力原因？在实践中，假如在条款中被认定为延期交货不可抗力原因？在实践中，假如在条款中罗列出能够免责详细例子会有很大帮助；罗列出能够免责详细例子会有很大帮助；语言。协议应该要求本身采取何种语言。假如采取两种以语言。协议应该要求本身采取何种语言。假如采取两种以上语言，应该要求它们是否含有同等法律效力。上语言，应该要求它们是否含有同等法律效力。第17页Reading ATask 2 Choose the best answer t
24、o each of the following questions according to the passage.Unit 4 Conclusion of a Contract1.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 migh
25、t 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.I
26、t 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.CBB第18页4.When drafting the terms of quality,_.A.we should set as many criteria of quality as possibleB.we should set as few
27、 criteria of quality as possibleC.we should specify the quality of a sample productD.we should specify the quality tolerance of the goods5.One purpose of the passage is to _.A.introduce the basic information about a contractB.exemplify the legal consequence of a contractC.explain necessity of conclu
28、ding a contractD.show the general process of concluding a contractDA第19页Reading ATask 3 Read 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 exam
29、ple 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 contractsUnit 4 Conclusion of a Contract第20页Reading ATask 4 If you are assigned to check the draft contract on importing
30、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?Unit 4 Conclusion of a Contract第21页Task 1Task 2Task 3Task 4Task 5ListeningUnit 4 Conclusion of a Contract第22页ListeningTask 1 Bak
31、er is talking with his secretary Emily.Listen to the conversation and fill in the blanks with what you hear.Baker:Morning,Emily.Hows the 1 with Lancaster Commerce going on?Emily:Its going on pretty well.In fact,they sent their order three days ago.Baker:Wonderful!When will you finish 2 the contract?
32、Baker:By the way,when are we going to 3 the contract?Emily:Is next Monday OK?You know,the time is flying.They asked us to 4 5 6 two weeks later.Baker:Next Monday?Sorry,I was just told I would have an important meeting that day.Howabout Tuesday morning?Emily:OK.Ill 7 the time with the branch office o
33、f Lancaster Commerce.Unit 4 Conclusion of a Contractbusinessdraftingsignshipthegoodsconfirm第23页ScriptBaker:Morning,Emily.Hows the business with Lancaster Commerce going on?Emily:Its going on pretty well.In fact,they sent their order three days ago.Baker:Wonderful!When will you finish drafting the co
34、ntract?Emily:Im just going to phone you that I finished it last night.Baker:Great.Bring a copy to me now.Emily:Sure!Heres 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 Monda
35、y?Sorry,I was just told I would have an important meeting that day.How about Tuesday morning?Emily:OK.Ill confirm the time with the branch office of Lancaster Commerce.第24页ListeningTask 2 Fred is phoning his business partner William.Listen to the conversation and match the people with the correct in
36、formation.A.a managerB.checking whether the order has been receivedC.recommending checking the contract termsD.suggesting the time for signing the contractE.finished drafting the contractFred EmmaWilliamUnit 4 Conclusion of a Contract第25页ScriptFred:Hello,could I speak to William?William:Speaking!Fre
37、d:This is Fred,the assistant to our manager Emma.William:Hi,Fred.Have you received our order?Fred:Yes,weve finished drafting the contract and sent it to you by email.Im phoning just to tell that.William:Great!I really appreciate your efficiency.Ill check it in a minute.Fred:Although weve tried our b
38、est 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.Ill do it to ensure well carry out the contract smoothly.Fred:By the way,when do you think we can sign the contract?Willia
39、m:Next Wednesday will be OK if the contract has no vague terms or mistakes.Fred:Good.Im waiting for your reply.Bye!William:Bye!第26页ListeningTask 3 Miss Zhao is checking the draft contract with her partner Reagan.Listen to the conversation and decide whether the following statements are true(T)or fal
40、se (F).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
41、country.6.Mr.Reagan thinks the arbitration in Singapore will be too costly.7.They finally agree on the place of the arbitration.Unit 4 Conclusion of a ContractFFTTFFT第27页ScriptMiss Zhao:Mr.Reagan,what do you think of the contract I drafted?Mr.Reagan:Well,the contract is well written and covers almos
42、t 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,its 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
43、 January,February and March respectively,and each time should have the same quantity.Is that so?Miss Zhao:Yes.Its a little vague.Ill correct it.Mr.Reagan:Next,Id like to talk about arbitration.The contract dictates that arbitration shall take place in China.Is it possible to take place in a third ne
44、utral country like Singapore?Miss Zhao:Im afraid not.It might cause too much trouble and is too costly.Dont worry about that,Mr.Reagan.All disputes shall be settled friendly through negotiation.Whats more,our company has a good reputation both at home and abroad.Mr.Reagan:OK.Since it rarely happens,
45、I wont insist on it.I trust you.第28页ListeningTask 4 Miss Han is checking the draft contract with her partner Mr.Green.Listen to the conversation and answer the following questions.1.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 h
46、ave the right to reinspect the goods?4.When and where will the reinspection take place?Unit 4 Conclusion of a ContractNo,because Miss Han said,“Lets examine the details again.”It doesnt mention the paper-divider used inpacking.American General Administration of Quality Supervision,Inspection and Qua
47、rantine.It will take place at New York Port immediately after the goods arrival.第29页ScriptMiss Han:Mr.Green,before signing the contract,lets check the details again.Mr.Green:OK.Lets do it now.On the whole it seems perfect.But I think we need to further clarify the clause about packing.The clause doe
48、snt 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
49、other by corrugated paper-dividers when packed in cartons.Miss Han:Yes,thats right!Ill add that.Anything else?Mr.Green:Yes,its 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
50、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 qu