Contract Definition(合同的定义):
Briefly, contract is a promise enforceable by law which may be to do something or to refrain from doing something. It requires the mutual assent of two or more persons, one of them making an order and another accepting. If one of them fails to keep the promise, the other will take a legal action against him.
In addition to, contract also has different forms, it can be made by verbal form, written form or a form expect two of the former forms, both parties will live up to their words. For large or important deals, formal contract should be written with detailed conditions agreed upon by the parties concerned.
Operation of Commercial Letter of Credit:(信用证的八个流通程序)
(1) The importer applies to this bank to open a letter of credit in favour of the exporter.
(2) The importer’s bank opens a letter of credit and sends it to its correspondent bank in the
exporter’s country. The importer’s bank is called the issuing bank because it issues the L/C. (3) The exporter’s bank receive the L/C from the issuing bank and passes it on to the exporter.
This is the notifying bank because it notifies the exporter and forward the L/C to him.
(4) The exporter completes the shipment and prepares the draft (sight draft ) and all shipping
documents. He sends them to the notifying bank for negotiation of payment, i.e. asking for payment. The notifying bank now helps now helps the exporter to make arrangement to get payment.
(5) The draft and shipping documents are now sent by the notifying bank to the issuing bank for
payment.
(6) The issuing bank receives the draft and shipping documents and gives them to the importer. (7) The issuing bank which is now called the paying bank remits the money to the notifying bank. (8) The notifying bank receives the money and gives it to the exporter. Free From Particular Average(F.P.A)(平安险的十条内容) This insurance covers:
(1) Total or Constructive Total Loss of the whole consignment hereby insured caused in the
course of transit by natural calamities-heavy weather ,lightning ,tsunami ,earthquake and flood. In case a constructive total loss is claimed for, the Insured shall abandon to the Company the damaged goods and all his rights and title pertaining thereto. The goods on each lighter to or from the seagoing vessel shall be deemed a separate risk.
“Constructive Total Loss” refers to loss where an actual total loss appears to be unavoidable or the cost to be incurred in recovering or reconditioning the goods together with the forwarding cost to the destination named in the Policy would exceed their value on arrival. (2) Total or Partial Loss caused by accidents – the carrying conveyance being grounded, stranded,
sunk or in collision with floating ice or other objects as well as fire or explosion.
(3) Partial loss the insured goods attributable to heavy weather, lightning and/or tsunami, where
the conveyance has been grounded, stranded, sunk or burnt, irrespective of whether the event or events took place before or after such accident.
(4) Partial or total loss consequent on falling of entire package or packages into sea during
loading, transshipment or discharge.
(5) Reasonable cost incurred by the Insured in salvaging the goods or averting or minimizing a
loss recoverable under the Policy, provided that such cost shall not exceed the sum insured of
the consignment so saved.
(6) Losses attributable to discharge of the insured goods at a port of distress following a sea peril
as well as charges arising from loading, warehousing and forwarding of the goods at an intermediated port of call or refuge.
(7) Sacrifice in and Contribution to General Average and Salvage Charges.
(8) Such proportion of losses sustained by the shipowners as is to be reimbursed by the Cargo
Owners under the Contract of Affreightment “Both to Blame Collision” clause. Types of B/L(提单的种类)
1、 Received for Shipment B/L 备运提单
On Board B/L 已装船提单
2、 Clean B/L(No document) 清洁提单
Unclean B/L(document) 不清洁提单 3、 Staight B/L 记名提单
Open B/L 空白提单 Order B/L 指示提单
4、 Direct B/L 直达/直航提单
Transshipment B/L 转船/转运提单 Through B/L 联运提单 MTD B/L 多式提单
5、 Long Form B/L 繁/详式提单
Short Form B/L 简/略式提单 6、 Stale B/L 过期提单
Ante dated B/L 倒签提单 Advanced B/L 提签提单 信用证种类
一、按基本性质分类
A．根据是否要求受益人提交单据 Documentary Credit 跟单信用证 Clean Credit 光票信用证 B．根据开证行的责任
Irrevocable Letter of Credit 不可撤销信用证 Revocable Letter of Credit 可撤销信用证 C．根据是否有另一家银行为信用证加保 Sight L/C 即期信用证
Usance/time L/C 远期信用证 Acceptance L/C 承兑信用证 Negotiation L/C 议付信用证 二．按附加性质分类
Transferable credit 可转让信用证
Non- Transferable credit 不可转让信用证 Revolving credit 循环信用证 Reciprocal credit 对开信用证 Back to back credit 背对背信用证 Standby L/C 备用信用证
Red clause L/C 红条款信用证 合同种类
1. Commodity Trade：
Sales Confirmation S/C 买卖合同 Agency Contract 代理合同
Consignment Contract 寄售合同 Barter Contract 易货合同
Compensation Trade Contract 补偿贸易合同
Complete sets of equipment import contract 成套设备进口合同 Exclusive Sale 包销合同 Custodian contract 保管合同 2. Labour Service:
Engineering Contract 工程承包合同
Project Cooperation Contract 工程合作合同 Labor Cooperation Contract 劳务合作合同
Processing with Customer’s Materials Contract 来料加工合同 Contract for work 承揽合同
Processing Contract 加工装配合同 Ship Repair Contract 船舶修理合同 3.Science & Technology :
Technological Development Contract 技术开发合同 Technical Cooperation Contract 技术合作合同 Technical Contract 技术引进合同
Technology Transfer Contract 技术转让合同
Patent Licensing Implementation of the Contract 专利许可实施合同 4.Investment:
Sino-foreign Joint Venture Enterprise Contract 中外合资经营企业合同 Sino-foreign Cooperative Enterprises Contract 中外合作经营业务合同 Production Cooperation Contract合作生产合同
Contract for Permitting the use of the Trademark 商标使用许可合同 5. Capital Financing:
Commercial Credit Contract 商业信贷合同 Bank Credit Contract 银行信贷合同
Compensation Trade Contract 补偿贸易贷款合同 Technology Loan Contract 引进技术贷款合同 Import Equipment Contract 进口设备贷款合同
Infrastructure Projects Loan Contract 基建工程项目贷 款合同 Development Fund Loan Contract 开发基金贷款合同 Fund Loan Contract Agreement协议基金贷款合同 Special Loan Contract 专项贷款合同 Others:
Guarantee Contracts 保证合同 Insurance Contract 保险合同
Commissioning Contract 委托合同
Lease Contract 租赁合同 Labor Contract 职工劳动合同 Training Contract 培训合同
Advertising Contract 登刊广告合同 Contract Arbitration Contract 仲裁合同 Contract Management Contact 经营管理
名词解释
FOB: Free on Board(船上交货价格)
Free on Board means that the seller fulfils his obligation to deliver when the goods have passed over the ship’s rail at the named port of shipment. This means that the buyer has to bear all costs and risks of loss of or damage to the goods from that point. CFR:COST AND FREIGHT（成本加运费价格）
Cost and Freight means that the sellers must pay the costs and freight necessary to bring the named port of destination but the risks of loss of damage to the goods, as well as any additional costs due to events occurring after the time the goods have been delivered on board the vessel, is transferred from the sellers to the buyer when the goods pass the ship’s rail in the port of shipment.
CIF:COST,INSURANCE AND FREIGHT（成本保险加运费价格）
Cost, Insurance and Freight means that the seller has the same obligations as under CFR but with the addition that he has to procure marine insurance against the buyer’s risk of loss of or damage to the goods during the carriage. The seller contracts for insurance and pays the insurance premium.
Warehouse to Warehouse Clauses(舱至舱条款):This insurance attaches from the time the goods hereby insured leave the warehouse or place of storage named in the Policy for the commencement of the transit and continues in force in the ordinary course of transit including sea, land and inland waterway transit in lighter until the insured goods are delivered to the consignee’s final warehouse or place of storage at the destination named in the Policy or to any other place used by the Insured for allocation or distribution of the goods or for storage other than in the ordinary course of the transit. Proforma invoice（形式发票）:It is really a term of quotation to a potential buyer, inviting him to buy the goods on the terms stated, the invoice clearly states that it is proforma and if it is accepted, the details are normally transferred to a commercial invoice against which payment will be made,although in some cases payment will be made against a proforma invoice, where payment for the goods is required before dispatch proforma invoices are sometimes required by the buyer in order that he may obtain an import license and for exchange control approved to make payment for the goods, and possibly to prepare a documentary order.
Total or Constructive Total Loss （推定全损）:Total or Constructive Total Loss of the whole consignment hereby insured caused in the course of transit by natural calamities-heavy weather ,lightning ,tsunami ,earthquake and flood. In case a constructive total loss is claimed for, the Insured shall abandon to the Company the damaged goods and all his rights and title pertaining thereto. The goods on each lighter to or from the seagoing vessel shall be deemed a separate risk.
“Constructive Total Loss” refers to loss where an actual total loss appears to be unavoidable or the cost to be incurred in recovering or reconditioning the goods together with the forwarding cost to the destination named in the Policy would exceed their value on arrival.
Letter of Credit: a letter addressed to the sellers, written and signed by a bank, as a written engagement acting on behalf of a customer. If the seller conforms exactly to the specific conditions set forth in the letter of credit the bank promises that the drafts by the benifaty ,up to a total of the started amount, will be honored.
Claim(索赔):If the quality of the goods, quantity and packing are not in conformity with the stipulations in the contract, a claim is lodged, Claims for late delivery can also be made. If the buyer does not open the relative L\\C on time, the seller may lodge a claim for it.
Arbitration(仲裁)：Trade disputes arising in connection with the Sales Confirmation or its execution can usually be settled through friendly negotiation, In case under dispute can be submitted for arbitration to be held in the county where the defendant resides. The arbitral award is accepted as final and binding upon both parties. The arbitration fees shall be borne by the losing party.
翻译：
Unit1
1.This corporation specializes in importing textiles. 本公司专营纺织品的进口业务。
3.We are sending you by airmail under separate cover a brochure on the various kinds of electronic products now available for export.
我方航邮寄上现可供出口各类电子产品的小册子一份。
5.As requested , we are airmailing to you , under separate cover, a sample of Art. Nos.1101 and 1102 for your reference.
根据要求，兹另封航邮货号1101和1102样品各一份，以供参考。
7.We thank you for your letter of Oct.27 and should like to discuss the possibility of expanding trade with you.
10月27日函悉，谢谢。我方愿与你方商讨扩大贸易的可能性。 9.It will be greatly appreciated if you will give us your cooperation. 如果贵方能与我方合作，不胜感激。 1.我们愿与贵公司建立业务往来。
We are willing to establish trade relations with your company.
3.我公司经营电子产品的进出口业务，希望与贵方建立商业关系。
This corporation specializes in importing and exporting electronic products and wishes to enter into business relations with you.
5.对你努力为我公司产品开拓市场，深表感谢。
We very much appreciate your efforts to explore the market for our products. 7.我们保证对于贵方的询价给予充分的重视。
We assure you of our best attention to any inquiries from you. Unit2
2.We are looking forward to received your inquiry at an early date. 盼早日收到你方的询价。
4.If your quotation is competitive, we are ready to place large orders of men’s shirts. 如果你方报价具有竞争性的话，我们准备大量订购男式衬衫。
6.If you are interested in our electronic products, please let us know with a specific inquiry. 如果你方对电子产品感兴趣，请告你方具体询价。
8.If you think this offer is acceptable to you, please fax us immediately for our confirmation.
如果你方认为此报盘可接受，即来传真以便我方确认。 2.一俟收到你方具体询价，我们将电告报价。
As soon as we receive your specific inquiry, we will cable our quotation. 4.此发价为实盘，以你方在本月底前复到有效。
This offer is firm, subject to your reply which should reach us not later than the end of this month. 6.鉴于我们长期的贸易关系，特报此盘。
It is in view of our longstanding business relationship that we make you such an offer. 8.如果你方订货数量大，价格还可以进一步考虑。 We can reconsider our price if your order is big enough. Unit3
1.If you price is competitive, we would like to mail you our order sheet. 鉴于你方价格有竞争性，我方将寄上订单。
3.We regret to say that your quotation is out of line with the prevailing market at this end. 遗憾地说，你方报价与此地市场行情不一致。
5.Much to our regret, as your price is out of line with the market level, it is difficult for us to accept it.
很遗憾，由于你方价格与市场行情不符，我方很难接受。
7.As you don’t agree to reduce your price, we will have to purchase the goods elsewhere. 由于你方不同意降低价格，我们只好到他处订货。
9.We are enclosing a quotation sheet and awaiting your further news. 兹寄上报价单一份，等候你方进一步的消息。
1.若你方愿意降低价格，比方说百分之五，我们愿向你方试订此批货物。
Should you be prepared to reduce the price by, say, 5%, we would place trial order with you. 3.我们建议你方再次重新考虑发价，使之与国际市场价格一致起来。
We suggest that you reconsider your price, and bring it into line with the international market price.
5.遗憾，即使各让一半，我们仍难接受你方还盘。
We regret that it is impossible to accept your counter-offer, even to meet you halfway. 7.有迹象表明市场进一步看涨。
Information shows that the market will advance further. Unit4
2.We regret that we cannot book the order of 16th June for cotton prints. 很遗憾我方不能按6周前所开的价格接受订单。
4.For goods ordered we require payment to be made by a confirmed and irrevocable letter of credit payable at sight upon presentation of shipping documents.
所定货物的付款方式，我们要求凭装船单据，以保兑的，不可撤销的即期信用证支付。 6.We have booked your Order No.237 for bed sheets and pillow cases and are sending you our Sales Confirmation No.BP-103 in duplicate.
我们已接你方床单和枕套订单第237号，兹寄上销售确认书第BP-103号，一式两份。 8.Please inform us by return whether we may book your order at these revised prices. 请速告我方是否能按修改价订货。
10.We enclose a trial order. If the quality is up to our expectation, we shall send further orders in the near future. Your prompt attention to this order will be appreciated.
兹附上我方试订单一份。如果质量合乎要求，我方近期内将寄订单，望能及时处理此订单，
不胜感激。
2.由于原料缺乏，制造厂被迫停止接受新的订单。
Owing to the lack of raw materials, the factory has to stop entertaining new orders. 4.我们要说明一下，由于大量需求，我们只能接受8月船期的订单。
We’d like to state that owing to great demand we can only accept August shipment order. 6.此货可供数量有限，因此希望赶快来电接受。
The supply of this product is quite limited, and we hope you will cable us your acceptance as soon as possible.
8.若你方订量超过5000个，我方可减价2%。
We can reduce our price by 2% if your order exceeds 5000 pieces. Unit5
1.For overseas deliveries we have to request that you obtain a letter of credit from a bank. 关于对外交货，我方要求贵方应从往来银行获取信用证。
3.Upon receipt of your advice, we shall open the letter of credit immediately. 一俟接到通知，我方将立即开出信用证。
5.Regarding your Order No.1234, please open the L/C by telex so as to enable us to arrange shipment.
关于你方地1234号订单，请即电开信用证以便我们安排装运。
7.We are sorry to inform you that the listed terms of payment do not correspond to customary business practice.
很抱歉通告你方，所列付款方式与我们通常的贸易做法不符。
9.By check payment, we reserve right of ownership until the amount owed is credited to our bank account.
使用支票付款，我公司将保留所有权知道该付之金额贷入我公司银行账户为止。 1.收到发票后，我们要求用支票支付，折扣已包括在价格内。
We ask for payment by check after receipt of the invoice; discounts are already included in price. 3.请务必于下月初开出信用证，准许分批装运和转船。
You are kindly requested to have your L/C issued early next month allowing partial shipment and transshipment.
5.鉴于此笔交易金额甚微，我们将考虑你方的付款提单要求。
In view of the small amount of this transaction, we are prepared to accept payment by D/P as requested. Unit6
2.Any dispute arising out of this contract shall be settled through friendly negotiation. 执行合同中产生的争执应通过友好协商加以解决。
4.The seller guarantees that the instrument contracted for will be made of the best materials with first-class workmanship.
卖方保证合同中订购的仪器以一流的工艺和最好的材料制成。
6.The machines will correspond in all respects with the quality and specifications as stipulated in the contract.
机器的各个方面将符合于合同中所规定的质量要求和规格。
8.We hope you will take your commercial reputation into account and execute the contract. 我方希望你方珍惜自己的商业信誉，履行合同。
10.We are entitled to cancel the contract which became overdue owing to the buyer’s
non-performance.
我们有权取消由于买方不能履行而延误的合同。
2.由于你方逾期开证及英镑贬值，我于9月3日电告我价调高13.6%，这是公平合理的。许多客户在此情况下均已接受我方调价。
Because of your delay in opening the relative L/C and the devaluation of pound sterling, it is appropriate that we informed you by cable on Sept.3rd of a raise in our price by 13.6%. Under the circumstances our customers have accepted our adjusted price.
4.由于货物已经在生产，我厂方不同意你提出的撤约，除非他们得到适当的赔偿。
As our manufactures have put the goods ordered into production, they do not agree to your canceling the contract unless they can proper compensation. Unit7
1.We will try our best to advance shipment, but we cannot commit ourselves. 我方将尽力提前装运，但不能保证。
3.Owing to heavy commitments, we cannot advance shipment of your order. 由于承约过多，我方不能将你方订货提前装运。
5.The 50 tons Walnutmeat have been consigned to you per S.S. “East Wind”. 50吨核桃仁已由“东方”轮运往你方。
7.We find it imposed to ask our endusers to accept the delayed delivery. 我们感到要让我方用户接受延期交货是不可能的。
9.Owing to the delay in opening L/C, shipment cannot be made as contracted and should be postponed to September and October.
由于延误开立信用证，货不能按合同规定期间发运，要延至9月和10月发出。 1.按照合同规定，我方已在货物装船后立即航寄你一套装船单据的副本。
As stipulated in the contract, we have airmailed to you a set of duplicate shipping documents upon the completion of shipment.
3.一俟收到你方货款，我们即空运此货。
Upon receipt of your payment, we’ll ship the goods by air. 5.因我方用户急需合约中的机器，请你方保证早日交货。
As our endures are in urgent need of the contracted machines, you are kindly requested to ensure shipment at an early date. Unit8
2.Please give us the policy rates for F.P.A. coverage and for W.P.A. coverage. 请给我公司平安险和水渍险的保险费率。
4.In order to be able to check and compare price quotations, we need currently applicable insurance rates.
为了查核和比较各个报价的高低，我方需要贵公司目前使用的保险费资料。
6.Please inform us of your insurance rates as soon as possible. We would appreciate a reply by return mail.
请尽快将贵公司的费率告知我们，敝公司将很感激你方从速答复。 8.We are ready to assist you at any time on all future insurance contracts. 对于今后的保险契约，我方准备随时向贵公司提供服务。 10.Are the following risks covered by a W.P.A. policy?
Loss riot Robbery damage Soilage theft Earthquake hook breakage War seawater damage Oxidation looting Rust sabotage Strike damages from other cargo Wetness bending (distortion)
breakage
下列各项风险是否包括在水渍险的范围：损失、暴动、抢劫、损坏、污损、盗窃、地震、钩损、战争、海水溅损、氧化、掠夺、生锈、故意损坏、罢工、被船上所载其他货物损坏、潮湿、弯曲（变形）、破碎
2.破碎险是特别险，要收取额外保费。
Breakage is special risk, for which an extra premium will be changed.
4.据我所知，保险公司接受投报纸板箱装货的偷窃提货不着险。万一发生偷窃，你可放心，保险公司将予以赔偿。
As far as I know, the insurance company accepts coverage of the goods packed in cardboard cartons against TPND. In case of theft, you may rest assured that insurance company shall compensate for any losses. Unit9
1.We reserve the right to claim damages. 我们保留赔偿损失的权利。
3.We ordered goods of average quality. You have sent us inferior merchandise. 我方订的是大路货，你方运来的是次品。
5.Due to your excessive delay in delivery, we notify you of our cancellation of contract. 由于贵公司交货延期过长，因此我公司已取消契约，特此通知。 7.We can meet your wish for better packing only if we increase our prices. 除非我们提高价格，才能符合贵公司对较佳包装的愿望。
1.你方所提供的证明是不充分的，因此我方不能考虑你方的索赔要求。
The evidence you have provided is inadequate, therefore, we cannot consider your claim as requested.
3.因货物装船是，箱子是完整无损的，我们歉难接受你方索赔。
We regret being unable to accept your claim because the cases were in perfect condition when the goods were loaded on board the ship.
5.如双方协商不能解决争执时可提交仲裁。
In case no settlement can be reached between the two parties, the case under dispute shall be submitted for arbitration.
缩略语：
EXW EXS EXQ FCA FAS FOB FOR/FOT CFR CIF CPT CIP Ex. Works Ex Ship Ex Quay Free Carrier Free alongside Ship Free on Board Free on Rail/Truck Cost and Freight Cost Insurance and Freight Carriage Paid To Carriage and Insurance Paid To 工厂交货价格 目的港船上交货价格 目的港码头交货价格 货交承运人 船边交货价格 船上交货价格 铁路交货价/敞车交货价 成本加运费价格 成本保险加运费价格 运费付至… 运费保险费付至… DAF DES DEQ DDU DDP FNCB ICC HSBC Delivered At Frontier Delivered Ex Ship Delivered Ex Quay Delivered Duty Unpaid Delivered Duty Paid First National City Bank International Chamber of Commerce Chase Manhattan Bank 边境交货价格 船上交货价格 码头交货价格 未完税交货价格 完税交货价格 花旗银行 国际商会 大同曼哈顿银行 the HongKong &Shanghai Banking 汇丰银行 Corporation 联合/领事/形式/海关发票 电传 提单一张 最惠国待遇 Teletypewriter Exchange Bill of Lading Most Favored Nation Combined/Consular/Proforma/Customs invoice Telex or Tlx B/L MFN CCPIT D/A D/P L/C S/C F.P.A. S.R.C.C. T.P.N.D. R.F.W.D F.P.A.A.C. F.P.A.E.C. W/W I.O.P. I.C.C. C.I.C. T.L.O. P.A. G.A. China Council for the Promotion of 中国国际贸易委员会 International Trade Documents against acceptance Documents against payment Letter of Credit Sales Confirmation free from particular average strike, riots & civil commotion theft, pilferage & nondelivery Rain, fresh water damage 承兑交单 付款交单 信用证 销售确认书 平安险 水渍险 罢工暴动民变险 盗窃提货不着险 淡水雨林险 W.P.A ./W.A. with particular average Free of particular average American “美国条件”平安险 conditions Free of particular average English “英国条件”平安险 conditions Warehouse to warehouse Irrespective of percentage Institute cargo clause China insurance clauses Total loss only Particular average General average 仓至仓条款 不计免赔率，不论损失率如何全部赔偿 协会货物保险条款 中国保险条款 全损险 单独海险 共同海险
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