CONTRACT

READING & DRAFTING

Features of English Contracts long sentences legal words legal knowledge Structure

Structure of the contract

Title Preamble Text Attestation Schedule

I. Title 买卖合同 Sales Contract 供用电、水、气、热力合同 Contract for Supply of Electricity, Water, Gas or

Heat 赠与合同 Donation Contract 借款合同 Loan Contract 租赁合同 Lease Contract

1. Agreement – 协议2. Covenant – 契约3. Indenture- 通常也是指不动产转让的契约文件 4. Compact- 多用于国家间的协定、协议 Protocol- 草约或者议定书 Memorandum of Understanding

(MOU)- 意向书

Other titles

Letter- 函 Waiver- 弃权书 Guaranty- 保证书 Power of Attorney- 委托书 Order- 定单 Confirmation- 确认书

Part I: Parties

Part I: Parties- Name , principal place of business, contractual date,

etc.

1. Fill in the right place of business- the applicable law, the place of delivery

2. Refer the parties to “Party A”, “Party B”

II. Preamble

The Contract is made and entered into on ________ day of _________ (month), ____ (year), by and between: _______ (hereinafter referred to as “Party A"), a corporation with its place of business located at ________________, and ______ (hereinafter referred to as " Party B"), a corporation with its place of business located at ________________.

Preamble

Part II: Purpose of the contract

- Whereas Clauses

- Ie:- Whereas Party A is in need of the machines for

reselling and is willing buy the machines owned and possessed by Party B.

Purpose of the contract1. When avoiding the contract Article 25 A breach of contract committed by one of the parties is

fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result.

合同法第九十四条第（四）款的规定“当事人一方迟延履行债务或者有其他违约行为致使不能实现合同目的”，当事人可以解除合同2. When interpreting the contract 合同法第六十二条规定“当事人就有关合同内容约定不明确，依照本法第六十一条的规定仍不能确定的，适用下列规定：（一）质量要求不明确的，按照国家标准、行业标准履行；没有国家标准、行业标准的，按照通常标准或者符合合同目的的特定标准履行。（五）履行方式不明确的，按照有利于实现合同目的的方式履行。”

Preamble Now therefore, in consideration of the terms

described hereinafter, Party A and Party B agree as follows:

III. Text:- Body of the contractSales contract: 1) Clause regarding the subject matter2) Package Clause3) Shipment clause4) Payment clause5) Insurance clause6) Inspection clause7) Compensation clause8) Exemption clause9) Dispute resolution clause

Clause about the subject matter1. Commodity & Specification - Specific and use the common description

2. Quantity - 允许溢短装（ More or Less ）： ＿＿＿ %.

3. QualityStandard adopted

4. Price Unit price and total amount Number plus words expression Use the right Incoterm Price fluctuation

2. Package Clause1)Package for shipment Consider: - the nature of the goods- the method of transportation - the label on the shipment

2) Package for saleConsider:- law and custom in the reselling country - the cost of the package

3. Shipment clause

1. time of the shipment2. loading place /destination3. whether allowing transhipment and partial

shipment

4. Clause of insurance

1) Cost 2) Type3) Time

5. Terms of Payment:1. payment method and time2. Payment condition

6. Documents delivered by the seller

7. Inspection and notify clause

1. Inspection method2. Inspection organization 3. Time period to give notice

8. Force Majeure clause

1. Force majeure incidents2. Time to give notice3. Certificate of the incidents4. Consequences after the incidents

8.1 Neither party shall be held responsible for failure or delay to perform all or any part of this Contract due to flood, fire, earthquake, snowstorm, drought, hurricane, or any other events that are beyond the control of the affected party and could not reasonably be expected at the time of the conclusion of this Contract or have been avoided or overcome by such party.

8.2 However, in such case, the Party shall immediately cable the other party the accident and airmail to the other party within 15 days after the accident, a certificate of the accident issued by the competent government authorities or the chamber of commerce which is located at the place where the accident occurs as evidence thereof.

8.3 If the "Force Majeure" cause lasts over 60 days, either party shall have the right to cancel the Contract.

9. Dispute resolution

1. Friendly negotiation 2. Arbitration commission

9.1 Any dispute arising from or in connection with the Sales Contract shall be settled through friendly negotiation.

9.2 In case no settlement can be reached, the dispute shall then be submitted to China International Economic and Trade Arbitration Commission (CIETAC), Shenzhen Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration.

9.3 The arbitral award is final and binding upon both parties.

9.4 The fees for arbitration shall be by the losing Party.

10. Other conditions

1. The validity of the contract2. The validity of any schedule3. The versions of the contract4. The amendment of the contract

10.1 This contract comes into effect from the signing date.

10.2 Any amendment or additional clauses to this contract shall be valid only if made in writing and confirmed by the both parties.

10.3 This agreement is written in English and is signed in triplicate by Party A and Party B.

Attestation

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by duly authorized representatives of both parties on the date and year first written above.

 _________ _________