科 毕 业 文
题目： 涉外济合英语语言特色
英文标题：The Language Characteristics of the Foreign Economic Contracts
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摘
涉外济合涉外合中种中国法济组织外国企业济组织间实现定济目达成契约性文件1978年中国施行改革开放政策出台系列降低关税开放服务市场营造公市场竞争环境等改革措施外济体制改革完善中国外济发展带巨契机时起涉外贸易开始呈现蓬勃发展状态1985年中国颁布中华民国涉外济合法见涉外济合重性日益明显求涉外济合文具备较高合法性专业性规范性受性质制约涉外济合文体语言形成独特风格文利量例句简单合范分词句结构等方面涉外济合语言准确性严谨性规范性做浅显分析
关键词：涉外济合合法专业规范
Abstract
The foreign economic contract is one kind of the contracts in English concerning foreign business between Chinese and foreign companies or individuals In the year of 1978 China adopted the reform and opening up policy and the measures—lower tariffs further opening the services market creating a just playing field—were taken one by one Reform of and Improvements to China＇s Foreign Trade System brought a turning point to the economic development From then on the foreign trade of China began flourishing In 1985 the Law of The Peoples＇ Republic of China on Economic Contracts Involving Foreign Interests was published which means the importance of the foreign economic contracts is rising and requires the contract to be lawful professional and formal Limited by the nature the language characteristics of the contract must be distinctive This assay does a simple analysis by taking a lot of examples and a sample contract in five chapters introduction words sentences structure and conclusion to make sure its formality accuracy and rigorousness
Key words foreign economic contract lawful professional formal
Table of Contents
摘 I
Abstract II
1 Introduction 1
2 Lexical Features 2
21 Professional 2
211 Price 2
2111 Unconditional Price 3
2112 Conditional Price 3
2113 Complex Price 3
212 Law Term 4
213 Abbreviation 5
22 Formal 5
221 Time 6
222 Money 6
2221 Amount of Money 7
2222 The Currency Mark 7
223 Ancient Words 7
23 Accurate 8
231 Synonym 9
232 Foreign Language 9
3 Syntactic Feature 11
31 Complicated Sentences Priority 11
32 Conditional Sentences Priority 12
33 Active Sentences Priority 12
34 Impersonal Sentences Priority 13
35 Regular Sentences 13
351 At the Beginning of the Contract 14
352 At the End of the Contract 15
4 Text Features 16
41 Stable Structure 16
42 Details Contained 17
5 Conclusion 19
Bibliography 20
Appendix 21
Acknowledgment 23
1 Introduction
Since economic reform began in China the role of the foreign sector has burgeoned in ways that no one anticipated for almost two decades The volume of foreign trade and the role of foreign capital are both far greater than them could be foreseen based on the modest Chinese economic reforms initiated in the late 1970s (Nicholas R Lardy 1065) By the mid1990s China had become one of the world＇s largest trading nations
Gao Hucheng vice Commerce Minister accepted an interview by People＇s Daily Online on Oct 28 2008 during which he talked freely on the development of China＇s foreign trade The main idea of the interview is ＇Rosy Future for China＇ Gao Hucheng said
Generally speaking the fundamental development of China＇s foreign trade is positive
China retains stable and fast development in foreign trade which benefits from the correct decision by CPC central committee and State Council and effective macrocontrol
The booming of foreign trade indicates the cooperation between enterprises is increasing In that case the importance of foreign economic contract is inevitable
The foreign economic contract is a kind of lawful agreement between different organizations or individuals In addition it is always written in English So it can not be more important to be familiar with the related knowledge to realize the distinction and to understand the regularity for the one whose job is about foreign trade or the one who wants to have a job concerning that
2 Lexical Features
According to the Law of the People’s Republic of China on Economic Contracts involving Foreign Interest the law is formulated with a view to protect the lawful rights and interests of the parties of Chineseforeign economic contracts and promote the development of China’s foreign economic relations The indeterminacy and misunderstanding of the words in the contract is always the main reason of the economic disputes Thus the words inside should be professional formal and accurate
21 Professional
As it is an economic contract it is not difficult to understand why the usage of professional words about finance law commerce tariff and merchandise is one of the main characteristics The concerning professional words are such largequantity that only the terms which can reflect the profession most were listed below The top two are the description of price and the legal terminologies What＇s more they are also the terms and conditions in which a lot of economic disputes occur In addition it is also necessary to list the abbreviation for the price item and the law term are always used in abbreviation in the daily business nowadays
211 Price
The most attractive item is the description of price in the economic contract The price clause is related to the kind of currency the transportation insurance way of payment and so on In general the price can be divided into three parts unconditional price conditional price and complex price
2111 Unconditional Price
Unconditional price is the simplest to understand It means the price is only decided by the kind of currency Be sure of the kind of concerning currency in that case one can master the unconditional price well
The common ones
1 unit price(means the price of one piece)
2 gross price(means total price )
Multiplying the unit price by the quantity can reach it
3 mean price(means the average price)
It always refers to the average of the prices of different merchandises
4 actual price(means the money the buyer has to pay)
5 old price(means the price which is accepted by people in the past)
6 presentprevail price (opposite to the old price)
Attention ＇Do not mix the RMB with USD＇ It is a common mistake in drafting a contract
2112 Conditional Price
Conditional price is more complex than the unconditional price It means the price takes the tax the way of delivery and so on into consideration Before calculating some questions must be asked Which kind of delivery would be fine Who pays for the cost of the delivery What is the tax rate How much is the commission How the merchandises be packed
The common ones ＇delivery price(the price involved the cost of delivery)＇ ＇price including commission＇ ＇price including tax＇ ＇price duty paid＇ ＇net selling price＇ ＇legal price＇ ＇price negotiated＇ ＇resale price＇
2113 Complex Price
Complex price is the most complex but common one in the contract It means the price takes at least two items into consideration It is always seen in abbreviation
For example
1 ＇free on board(FOB)＇
The seller does not shoulder the responsibility of shipment
2 ＇cost insurance and freight(CIF)＇
The CIF price is higher than FOB price The seller has to promise the merchandise reach port of destination securely
3 ＇sellers warehouse(EX)＇
The business is done in the warehouse Once the merchandise arrives in the warehouse the business finishes
4 ＇＇cost insurance freight and interest (CIF&I)
Add the interest to the CIF
212 Law Term
As economic contract is a legal instrument the interests of the involving parties were protected by the concerning law It is much more lawful than the other kind of texts To clear the duty and authority of the two parties the law terms are always used
The frequently used words：＇corporate bylaw （the details in the work）＇ ＇discharging liability （pay off the debate）＇ ＇judicial decree （the judgment of a case）＇ ＇winding up （complete a course）＇ ＇ultra vires contract （a contract signed out of one’s authority）＇ ＇quasicontract （a certain contract）＇ ＇termination of contract （the deadline of a contract）＇ ＇Breach of contract （against the contract）＇and so on(袁建军 171) These words are easy to find at first sight of the contract for they look different
There is another kind of law term which is the same as normal words but has different meaning shall action motion immunity sentence warrant assignment instrument limitation omission and so on It is easy to misunderstand the real meaning of these words One can master them only by endless practicing
Take an example to help understand the law terms
In case that one or both parties are impossible to perform the duties provided herein on account of force majeurethe party （or parties） in contingency shall inform the other Party （or each other） of the case immediately and mayprovided the case is duly verified by the competent authoritiesdelay in performance of or not perform the relevant duties hereunder and be partially or entirely exempted from the liability for breach of this agreement (袁建军 171)
In this paragraph ＇perform＇ means ＇carry out＇ ＇verified＇ means ＇confirmprove＇ ＇exempt＇ means ＇free＇ ＇breach＇ means ＇break＇ The former ones are all law terms They are more lawful professional and serious than the latter ones
213 Abbreviation
Abbreviation is always taken to replace the full long phrases in the contract which means long phrases are rare The first letters of the main words in these common phrases are picked up to line up and form a new word It is the result of a longtime development in the business area and known by most of the contractsigners It is popular for it is concise and timesaving Usually the important organizations companies or currency would be used as abbreviation The basic terms are LC(letter of credit) COSCO(China Ocean Shipping Company) CO(Care of ) DDU (Delivered Duty Unpaid) AP(Authority to Purchase)(袁建军 171) COD(cash on delivery) Enc encl(enclosure) AMT(air mail transfer) BC(bill for collection) TT(Telegraphic Transfer) MT(Mail Transfer) DD(DemandDraft) FOB(Free on Board) CIF C2 ( CIF including 2 commission ) P C（piece ) V（vessel voyage) NO(number) M (meter)T(ton) and so on(张礼贵 65)
22 Formal
Contract is different from the literature work and oral English No slang no spokenEnglish is a basic principle in an economic contract The magnificent words as well as the figure of speech such as exaggeration and personification are also forbidden for the informal contract will give others a bad impression and break a newborn business relationship The words in an economic contract must be serious and formal and such words are seldom in the oral English Contractdrafters always obey to the regulations For example the pronominal references would be seen together ＇party Aparty B ＇ ＇the Buyerthe Seller＇ ＇ the licenserthe licensee＇ ＇ the employerthe employee＇
221 Time
As the slang goes time is money The time of delivery or payment or shipment must be described formally to avoid misunderstanding Usually the mistakes exist in the prepositions before the date and the prepositions are required to be formal For instance The words ＇before＇ and ＇prior to＇ have the same meaning but ＇prior to＇ is much more common in foreign economic contract The frequencyused words include within after by prior to upon
Take another example The balance shall be settled upon the arrival of the goods at the port of the destination (王超 237) The word upon’ here means as soon as’and it means the buyer should pay the rest money as soon as the merchandise arrive in the port of destination If the buyer delays he breaks the contract and should be punished
Take another sentence for analysis ＇Shipment To be shipped on or before Feb28 1998＇ (周红 310) The phrase ＇on or before＇ means ＇not later than＇ That is to say if the merchandise is delivered on Jan 1 that is OK If the ＇on or before＇ was replaced by ＇before＇ it is hard to judge it is reasonable or not if the seller delivery the merchandises on Jan 1
222 Money
To earn money is the ultimate purpose of the contractsigners The amount of money is the point that should be concerned most by the involved interests To avoid the forgery or alteration of the amount it must be described as formal as possible
2221 Amount of Money
The amount of money is always written in both number and capitalization Before the capitalization the word SAY’ is necessary and the ONLY’ must be added in the ending And the amount is undoubted the same although in different form
For example Party A shall pay Party B a monthly salary of US ＄500(SAY FIVE HUNDERD US DOLLARS ONLY)(王超 237)
Thus once the contract is signed the amount of money can not be altered
2222 The Currency Mark
The currency mark should be used formally Different mark has different meaning the mark ＇＇ can stand for US dollar (US ) Hong Kong dollar (HK ) Singapore dollar (S ) Canadian Dollar (Can ) Mexican Peso (Mex ) Australian Dollar ( A) as well as New Zealand Dollar ( NZ) The mark ＇¥＇ can symbol Renminbi Yuan (RMB ¥) as well as Japanese Yen (J ¥) So the contract signers can be never too careful in using the currency mark
223 Ancient Words
The ancient words are rare in the modern English but common in economic contract There are two reasons Firstly it makes the contract concise because the ancient words are shorter than the modern English Secondly it makes the contract serious
Adverbial phrase which consists of two kinds of simple adverbs is typical of ancient words in economic contract One kind is here’ there’ where’ the other kind is after’ by’ in’ of’ on’ to’ under’ upon’ with’
The typical cases are ＇hereafter(means from now on)＇ ＇hereunder(the same as thereafter)＇ ＇hereinafterbelow(the same as thereafter)＇ ＇herein(means in this…)＇ ＇hereof(means of this …)＇ ＇herewith(means with this)＇ ＇hereby(means by this…stilltherefore)＇ ＇hereto(means relate to this)＇ ＇hereto(means relate to this)＇ ＇whereas(means considering…)＇ ＇whereby(means by which…)＇ (杨芳 130) ＇hereinbefore＇ ＇thereinafter＇ ＇thereonupon＇ hereinabovebefore＇ Take two examples
① Attachments hereof shall be made an integral part of this contract and effective as any other provisions of this contract (钟立胜 56)
② In the event that the contract fails to complete the works in time owing to such reasons that the contractor shall be liable thereto … (彭建明 李永霞 64)
In the above two examples ＇hereof＇ is the same as ＇of this contract＇ ＇thereto＇ is the same as ＇to that＇ The using of ancient words makes the sentence more compact and terse
23 Accurate
Every word and sentence in the foreign economic contract implicates the profit or loss of the involved interest So when an economic contract is signed they both pay attention to the accuracy of the words The principle of strict construction and the principle of nationalism which is popular in the area of law are two of the best examples The more accurate words would be used instead of the common ones Take a simple sentence for example The Chairman may convene an interim meeting in accordance with a proposal made by onethird of the total number of directors (袁建军 171) In this sentence there is a special phrase ＇convene an interim meeting＇ It is the same meaning as ＇call a temporary meeting＇ But the former phrase is much more suitable and can show the seriousness of the meeting
The other typical cases are ＇commence＇ is always used to replace ＇begin＇ ＇render＇ instead of ＇give＇ ＇terminate＇ instead of ＇give＇ ＇construe＇ instead of ＇explain＇ ＇execute＇ instead of ＇sign＇ ＇relinquishwaive＇ instead of ＇give up＇
In general the accurate words can be classified into two kinds synonym and foreign words
231 Synonym
A synonym is a word that means the same thing as another word but tiny differences still exist in these two words One couple of synonyms stresses different points The using of large amount of synonyms is another point that can prove the accuracy of the social contract In the foreign contract the synonyms are used to take all of the possibility into consideration and avoid the misunderstanding As usual the two similar words or phrases are linked by a conjunction ＇and＇ or ＇or＇
①Any disputes controversies or differences which may arise between the parties out of or in relation to or in connections with this contract may be referred to arbitration (朱敏冠 唐新萍 129)
② Any supplementary terms and conditions that may be attached to this contract shall automatically prevail over the terms and conditions of this contract (易治贤 9)
＇In relation to＇ is similar to ＇in connection with’ and ＇term＇ is similar with ＇condition＇ At the first sight it is unnecessary to use synonyms in one sentence but with this usage the sentence is much more rigorous and serious
232 Foreign Language
Most of the foreign languages in the contracts are French and Latin language Sometimes the meaning can only be expressed completely in the foreign language because the very words root in the very country
The most common one is the French word ＇force majeure ＇ which means ＇unforeseen circumstance＇ Some other words or phrases French word ＇visavis＇ (In comparison with ) Latin word ＇as per＇(According to ) Latin word ＇tale quale＇ (In accordance with the sample ) Italic word ＇el credere( ＇Credit guarantee）(杨芳 130) Law terms from French verdict warrant statut ranson saisie and law term from Latin The basis Declaration register prior ad diem statu quo
3 Syntactic Feature
In the choosing of the style of the sentences more than 95 of which are declarative sentences especially affirmative sentence for the purpose of signing a contract is to clear the authority and duty of the two parties in a business and the terms in the contract are known and accepted by both of them so questions are not allowed to exist What＇s more a contract is different from an order No one can command the other one for they are equal in the business As a result both exclamatory sentence and imperative sentence are almost forbidden in a contract Although the style of the sentences is simple it has its own characteristics in the contract
31 Complicated Sentences Priority
Although complicated sentence is difficult to understand at first sight it is prior to the simple sentence That is because complicated sentence can include much more details One sentence combining one principal clause with several subordinate clauses is common The subordinate clauses added to supply explain or limit to the principle one usually are the attribute or adverbial which express the time or place in the sentence That kind of sentence involves comprehensive details And it consists of the characteristic that is powerful and serious Sometimes there is only one sentence in a paragraph in a contract For example
If any event of the Force Majeure occurs which causes to the Project or the infrastructure project then C or New Company shall not be obligated to reinstate the same or as the case may be complete the same until the parties hereto have agreed upon the terms for such reinstatement or completion(朱敏冠 唐新萍 130)
There are more than 50 words in the above sentence mastering this sentence needs a lot of patience But that is common in economic contract
32 Conditional Sentences Priority
In the economic contract it is common for one involved party to add some limited conditions to the articles what are beneficial for the opposite party In that the both parties can reach balance and enjoy the equivalent benefits In that case the conditional sentences spring up ＇subject to＇ ＇not with standing ＇ ＇provided that＇ ＇without prejudice to＇ ＇if any ＇ ＇including but not limited to＇ ＇where necessary＇ ＇expressed or implied＇ ＇directly or indirectly＇ ＇if required＇ are the obvious marks in this kind of sentence
①Unless otherwise stipulated in the credit banks will accept a document bearing a date of issuance prior to that of the credit subject to such document being presented within the time limits set out in the credit (陈春晓 13)
②The purchaser may at any time terminate the Contract by giving written notice to the Supplier if…provided that such termination will not prejudice or affect any… (陈春晓 13)
In sentence 1 ＇subject to＇ can be replaced by ＇but＇ or ＇however＇ In sentence 2 ＇provided that＇ is the same meaning as ＇only if＇ ＇on condition that＇ and ＇as long as＇ in the daily English These two phrases are followed by some limited conditions to mean that there is no pure rights in the contract one party who wants to enjoy the rights has to shoulder the equal responsibility
33 Active Sentences Priority
Active sentence means a sentence whose predicate verb is active and subject in the active sentence is the agent or the doer of an action An economic contract is signed to clear the duty and rights of the involved parties so it must be convenient for them to understand what they need to do
Compare an active sentence with a passive one
1 Party B is hereby appointed by Party A as its sales agent in Japan
2 Party A hereby appoints Party B as its sales agent in Japan
The second one has priority in economic contract because the roles of the two are clear Party A do the action of appointment and Party is the recipient
34 Impersonal Sentences Priority
When the importance or the necessity needs to be emphasized the impersonal sentence is prior to choose The part of being emphasized is put at the very beginning of sentence to catch the reader＇s attention Sometimes when the actor is unknown impersonal sentence is better than a personal one The impersonal sentence can also show the equality to the involved parties because no pronominal references appear The most common structure is ＇it+be+adj+that＇ shows the objectivity of the contract and that it will not be disturbed by one＇s emotion Two examples are below
①It is further expressly understood and agreed that the provision of publications document manuals or data does not permit to manufacture any part component system of element of the Equipment (陈晶瑛 164)
②If it is found necessary that some additional items of the equipment are needed in the course of production an additional order shall be agreed on through negotiation (陈晶瑛 164)
The first sentence aims to emphasize that the decision is agreed and made by them two It is objective and not the result of one＇s wish In the sentence 2 the subject of the action ＇find＇ is unsure The involved two parties can be the actor Thus impersonal sentence is much more suitable
35 Regular Sentences
Regular sentences are formed in the developing of Chineseforeign business and the increasing economic contracts They formed day by day and now are popular in the daily business The form of contract is standard now in most of the import & export companies To a certain extent drafting a contract is equal to filling blanks in the readymade model Regular sentences exist in the beginning and the end of the contract The most regular sentences are listed below
351 At the Beginning of the Contract
The most common beginning is the same as it in the sample contract in the appendix：
NO：
Date：
This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows
1 Contracting Parties
Supplier （hereinafter called party A）
Agent （hereinafter called party B）
Sometimespeople would like to choose a paragraph instead of a form Following two paragraphs are standard models which are widely used in the companies
This agreement is signed in×××(place) on ××× ×××(date) by and between ×××(hereinafter called ＇party A＇ ) and ×××(hereinafter called party B＇) whereby the two parties agree to ×××under the terms and conditions set forth below (陈春晓 12)
This contract is signed as of the day of ××××××(date) by and between ×××(hereinafter referred to as ＇party A＇) duly organized under the law of ××× and having its registered office at ××× and ×××(hereinafter referred as to ＇party B＇) duly organized under the law of ××× and having its registered office at ××× (陈春晓 12)
352 At the End of the Contract
The regular sentences here are always supplements to the contract stressing the justification and the friendliness Usually one or two sentences in the end are enough Some typical sentences are below
(1) In witness whereof this contract has between has been executed by the parties as of the date first above written (陈春晓 12)
(2) The foregoing terms are agreed by both the buyer and the sellers signing below (陈春晓 12)
(3) In witness whereof this agreement is made out in the English language in two originals one of which is held by each party (陈春晓 12)
(4) The respective duly authorized representatives of the parties hereto have hereunto set their hands and seals (陈春晓 12)
Except for the above there are also some other clauses which are popular Unless otherwise expressly provided herein Party A shall not be held liable for… and so on
4 Text features
The contract was called boiler plate in the Englishspoken countries (朱敏冠 唐新萍 129) That is to say they are strict to the writing of contract Generally speaking the contract has its own stable structure
41 Stable Structure
There are three stable parts in a valid contract They are title body and signature and the body is the main part of a contract
In the part of title the main idea of the contract is explained We can know what the contract is for The title must be in top and the middle of the contract
In the part of body it is always divided into several items just as it in the sample contract If the content is too rich to describe in a few items a complex structure would be suitable The complex one is usually divided into three provisions general provision specific provision and supplementary provision General provision contains the basic information of the contract such as the date and the involved two parties It follows the title The specific provision contains the details of merchandise And the supplementary provision is a kind of addition to the specific provisions This provision can be omitted if the necessary information is already clear A provision always contains several chapters in one chapter there could be several articles and in one articles there could be several points
Just as follows
Specific Provision
Chapter I Description of the Merchandise
Article 1 The Materials of the Merchandise
…
Article 2 The other details
（1） Specifications
First grade moisture 11 minimum and 12 maximum
（2） Quantity
100 metric tons
（3） …
Chapter II …(康淑敏 16)
In the part of signature obviously the two parties involved should sign here The signature means the accomplishment of the contract It is always in the end and the right of the contract
42 Details Contained
The article 12 of Law of the Peoples Republic of China on Economic Contracts Involving Foreign Interest reads
A contract shall in general contain the following terms
(1) the corporate or personal names of the contracting parties and their nationalities and principal places of business or domicile
(2) the date and place of the signing of the contract
(3) the type of contract and the kind and scope of the object of the contract
(4) The technical conditions quality standard specifications and quantity of the object of the contract
(5) the time limit place and method of performance
(6) the price amount and method of payment and various incidental charges
(7) whether the contract is assignable and if it is the conditions for its assignment
(8) liability to pay compensation and other liabilities for breach of contract
(9) the ways for settling contract disputes
(10) the language(s) in which the contract is to be written and its validity
Generally speaking in the part of general provision the following items should be involved the full name of each party to the contract and their nationalities type of entity principal places of business or residential address contract No the date and the place of signature of the contract
The part of body contains most of the information of the subject matter the kind scope of the subject matter of the contract time limit place and method of performance terms of price amount and way of payment and various additional charges whether the contract could be assigned or conditioned for assignment the compensation and other liabilities for breach of the contract ways for settlement of disputes in case of disputes arising from the contract
And in the last part ’ending’ the most important items are the languages to be used in the contract and their effectiveness
5 Conclusion
Take all of these into consideration as a kind of lawful text economic contract is surly a distinctive type of text Studying the language characteristics of foreign economic contract in essence is the study of the special way how the contract consists of Its purpose is to provide some help in understanding or even using foreign economic contract to the people who would like to work in the area of foreign trade
The language characteristics of foreign economic contract analyzed in the assay generally speaking included the lexical features syntactic feature and text features Its main characteristics are the professional formal and accurate words the specially organized sentences and the stable structure As the assay is only a kind of simple analysis the language characteristics of foreign economic contract are much deeper than imagination and worth a further study
In the point of the writer the same with studying some other professional English a lot of practice is much of importance The simple theory of economic knowledge is far from enough
Only with the attitude of endless learning and the spirit of keeping practice can one draft a standard foreign economic contract
Bibliography
1 Rosy future for China＇s foreign trade People＇s Daily Online(1657 October 29 2008)21 Feb 2012
2 Law of the People＇s Republic of China on Economic Contracts Involving Foreign Interest
(Adopted at the Tenth Session of the Standing Committee of the Sixth National People＇s Congress
promulgated by Order No 22 of the President of the People＇s Republic of China on March 21
1985and effective as of July 1 1985)
3 Halliday MAK& Hasan R Cohesion in English Beijing Foreign Language
Teaching And Research Press 2001
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Economic Transformation The China Quarterly No144 10651066
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Appendix
(a sample of simple contract)
Contract for agency
NO：
Date：
This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows
1 Contracting Parties
Supplier （hereinafter called party A）
Agent （hereinafter called party B）
Party A hereby appoint Party B to act as his selling agent to sell the commodity mentioned below
2 Commodity and Quantity or Amount
It is mutually agreed that Party B shall undertake to sell not less than…… of the aforesaid commodity in the duration of this Agreement
3 Territory
In …… only
4 Confirmation of Orders
The quantities prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto
5 Payment
After confirmation of the order Party B shall arrange to open a confirmed irrevocable LC available by draft at sight in favor of Party A within the time stipulated in the relevant SC Party B shall also notify Party A immediately after LC is opened so that Party A can get prepared for delivery
6 Commission
Upon the expiration of the Agreement and Party B＇＇s fulfillment of the total turnover mentioned in Article 2 Party A shall pay to Party B…… commission on the basis of the aggregate amount of the invoice value against the shipments effected
7 Reports on Market Conditions
Party B shall forward once every three months to party A detailed reports on current market conditions and of consumers＇＇ comments Meanwhile Party B shall from time to time send to party A samples of similar commodities offered by other suppliers together with their prices sales information and advertising materials
8 Advertising & Publicity Expenses
Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns andor drawings and description for prior approval
9 Validity of Agreement
This Agreement after its being signed by the parties concerned shall remain in force for…… days from …… to …… If either Party wishes to extend this Agreement he shall notice in writing the other party one month prior to its expiration The matter shall be decided by the agreement and by consent of the parties hereto Should either party fail to implement the terms and conditions herein the other party is entitled to terminate this Agreement
10 Arbitration
All disputes arising from the execution of this Agreement shall be settled through friendly consultations In case no settlement can be reached the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure The decision made by this Commission shall be regarded as final and binding upon both parties Arbitration fees shall be borne by the losing party unless otherwise awarded
11 Other Terms & Conditions
Party A shall not supply the contracted commodity to any other buyer（s） in the above mentioned territory Direct enquiries if any will be referred to Party B However should any other buyers wish to deal with Party A directly Party A may do so But party A shall send to Party B a copy of Sales Confirmation and give Party B…… commission on the basis of the net invoice value of the transaction（s） concluded
This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto
This Agreement is signed on …… at…… and is in two originals each Party holds one
Party A Party B
（Signature） （Signature）
Acknowledgment
First and foremost I would like to express my sincere appreciation to my supervisor Zhu Xiaoyu for her patient guidance and valuable comments and advice in every stage of the writing of this
thesis Without her enlightening instruction impressive kindness and patience I
could not have completed my thesis Her keen and vigorous academic observation
enlightens me not only in this thesis but also in my future study
I shall extend my thanks to Karen who is the manager of Zhejiang China Commodities City Group Co Ltd for all her kindness and help
Last but not least in importance I want to express my special thanks to my friends especially my three lovely roommates for their encouragement and support
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科 毕 业 文
题目： 涉外济合英语语言特色
英文标题：The Language Characteristics of the Foreign Economic Contracts
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摘
涉外济合涉外合中种中国法济组织外国企业济组织间实现定济目达成契约性文件1978年中国施行改革开放政策出台系列降低关税开放服务市场营造公市场竞争环境等改革措施外济体制改革完善中国外济发展带巨契机时起涉外贸易开始呈现蓬勃发展状态1985年中国颁布中华民国涉外济合法见涉外济合重性日益明显求涉外济合文具备较高合法性专业性规范性受性质制约涉外济合文体语言形成独特风格文利量例句简单合范分词句结构等方面涉外济合语言准确性严谨性规范性做浅显分析
关键词：涉外济合合法专业规范
Abstract
The foreign economic contract is one kind of the contracts in English concerning foreign business between Chinese and foreign companies or individuals In the year of 1978 China adopted the reform and opening up policy and the measures—lower tariffs further opening the services market creating a just playing field—were taken one by one Reform of and Improvements to China＇s Foreign Trade System brought a turning point to the economic development From then on the foreign trade of China began flourishing In 1985 the Law of The Peoples＇ Republic of China on Economic Contracts Involving Foreign Interests was published which means the importance of the foreign economic contracts is rising and requires the contract to be lawful professional and formal Limited by the nature the language characteristics of the contract must be distinctive This assay does a simple analysis by taking a lot of examples and a sample contract in five chapters introduction words sentences structure and conclusion to make sure its formality accuracy and rigorousness
Key words foreign economic contract lawful professional formal
Table of Contents
摘 I
Abstract II
1 Introduction 1
2 Lexical Features 2
21 Professional 2
211 Price 2
2111 Unconditional Price 3
2112 Conditional Price 3
2113 Complex Price 3
212 Law Term 4
213 Abbreviation 5
22 Formal 5
221 Time 6
222 Money 6
2221 Amount of Money 7
2222 The Currency Mark 7
223 Ancient Words 7
23 Accurate 8
231 Synonym 9
232 Foreign Language 9
3 Syntactic Feature 11
31 Complicated Sentences Priority 11
32 Conditional Sentences Priority 12
33 Active Sentences Priority 12
34 Impersonal Sentences Priority 13
35 Regular Sentences 13
351 At the Beginning of the Contract 14
352 At the End of the Contract 15
4 Text Features 16
41 Stable Structure 16
42 Details Contained 17
5 Conclusion 19
Bibliography 20
Appendix 21
Acknowledgment 23
1 Introduction
Since economic reform began in China the role of the foreign sector has burgeoned in ways that no one anticipated for almost two decades The volume of foreign trade and the role of foreign capital are both far greater than them could be foreseen based on the modest Chinese economic reforms initiated in the late 1970s (Nicholas R Lardy 1065) By the mid1990s China had become one of the world＇s largest trading nations
Gao Hucheng vice Commerce Minister accepted an interview by People＇s Daily Online on Oct 28 2008 during which he talked freely on the development of China＇s foreign trade The main idea of the interview is ＇Rosy Future for China＇ Gao Hucheng said
Generally speaking the fundamental development of China＇s foreign trade is positive
China retains stable and fast development in foreign trade which benefits from the correct decision by CPC central committee and State Council and effective macrocontrol
The booming of foreign trade indicates the cooperation between enterprises is increasing In that case the importance of foreign economic contract is inevitable
The foreign economic contract is a kind of lawful agreement between different organizations or individuals In addition it is always written in English So it can not be more important to be familiar with the related knowledge to realize the distinction and to understand the regularity for the one whose job is about foreign trade or the one who wants to have a job concerning that
2 Lexical Features
According to the Law of the People’s Republic of China on Economic Contracts involving Foreign Interest the law is formulated with a view to protect the lawful rights and interests of the parties of Chineseforeign economic contracts and promote the development of China’s foreign economic relations The indeterminacy and misunderstanding of the words in the contract is always the main reason of the economic disputes Thus the words inside should be professional formal and accurate
21 Professional
As it is an economic contract it is not difficult to understand why the usage of professional words about finance law commerce tariff and merchandise is one of the main characteristics The concerning professional words are such largequantity that only the terms which can reflect the profession most were listed below The top two are the description of price and the legal terminologies What＇s more they are also the terms and conditions in which a lot of economic disputes occur In addition it is also necessary to list the abbreviation for the price item and the law term are always used in abbreviation in the daily business nowadays
211 Price
The most attractive item is the description of price in the economic contract The price clause is related to the kind of currency the transportation insurance way of payment and so on In general the price can be divided into three parts unconditional price conditional price and complex price
2111 Unconditional Price
Unconditional price is the simplest to understand It means the price is only decided by the kind of currency Be sure of the kind of concerning currency in that case one can master the unconditional price well
The common ones
1 unit price(means the price of one piece)
2 gross price(means total price )
Multiplying the unit price by the quantity can reach it
3 mean price(means the average price)
It always refers to the average of the prices of different merchandises
4 actual price(means the money the buyer has to pay)
5 old price(means the price which is accepted by people in the past)
6 presentprevail price (opposite to the old price)
Attention ＇Do not mix the RMB with USD＇ It is a common mistake in drafting a contract
2112 Conditional Price
Conditional price is more complex than the unconditional price It means the price takes the tax the way of delivery and so on into consideration Before calculating some questions must be asked Which kind of delivery would be fine Who pays for the cost of the delivery What is the tax rate How much is the commission How the merchandises be packed
The common ones ＇delivery price(the price involved the cost of delivery)＇ ＇price including commission＇ ＇price including tax＇ ＇price duty paid＇ ＇net selling price＇ ＇legal price＇ ＇price negotiated＇ ＇resale price＇
2113 Complex Price
Complex price is the most complex but common one in the contract It means the price takes at least two items into consideration It is always seen in abbreviation
For example
1 ＇free on board(FOB)＇
The seller does not shoulder the responsibility of shipment
2 ＇cost insurance and freight(CIF)＇
The CIF price is higher than FOB price The seller has to promise the merchandise reach port of destination securely
3 ＇sellers warehouse(EX)＇
The business is done in the warehouse Once the merchandise arrives in the warehouse the business finishes
4 ＇＇cost insurance freight and interest (CIF&I)
Add the interest to the CIF
212 Law Term
As economic contract is a legal instrument the interests of the involving parties were protected by the concerning law It is much more lawful than the other kind of texts To clear the duty and authority of the two parties the law terms are always used
The frequently used words：＇corporate bylaw （the details in the work）＇ ＇discharging liability （pay off the debate）＇ ＇judicial decree （the judgment of a case）＇ ＇winding up （complete a course）＇ ＇ultra vires contract （a contract signed out of one’s authority）＇ ＇quasicontract （a certain contract）＇ ＇termination of contract （the deadline of a contract）＇ ＇Breach of contract （against the contract）＇and so on(袁建军 171) These words are easy to find at first sight of the contract for they look different
There is another kind of law term which is the same as normal words but has different meaning shall action motion immunity sentence warrant assignment instrument limitation omission and so on It is easy to misunderstand the real meaning of these words One can master them only by endless practicing
Take an example to help understand the law terms
In case that one or both parties are impossible to perform the duties provided herein on account of force majeurethe party （or parties） in contingency shall inform the other Party （or each other） of the case immediately and mayprovided the case is duly verified by the competent authoritiesdelay in performance of or not perform the relevant duties hereunder and be partially or entirely exempted from the liability for breach of this agreement (袁建军 171)
In this paragraph ＇perform＇ means ＇carry out＇ ＇verified＇ means ＇confirmprove＇ ＇exempt＇ means ＇free＇ ＇breach＇ means ＇break＇ The former ones are all law terms They are more lawful professional and serious than the latter ones
213 Abbreviation
Abbreviation is always taken to replace the full long phrases in the contract which means long phrases are rare The first letters of the main words in these common phrases are picked up to line up and form a new word It is the result of a longtime development in the business area and known by most of the contractsigners It is popular for it is concise and timesaving Usually the important organizations companies or currency would be used as abbreviation The basic terms are LC(letter of credit) COSCO(China Ocean Shipping Company) CO(Care of ) DDU (Delivered Duty Unpaid) AP(Authority to Purchase)(袁建军 171) COD(cash on delivery) Enc encl(enclosure) AMT(air mail transfer) BC(bill for collection) TT(Telegraphic Transfer) MT(Mail Transfer) DD(DemandDraft) FOB(Free on Board) CIF C2 ( CIF including 2 commission ) P C（piece ) V（vessel voyage) NO(number) M (meter)T(ton) and so on(张礼贵 65)
22 Formal
Contract is different from the literature work and oral English No slang no spokenEnglish is a basic principle in an economic contract The magnificent words as well as the figure of speech such as exaggeration and personification are also forbidden for the informal contract will give others a bad impression and break a newborn business relationship The words in an economic contract must be serious and formal and such words are seldom in the oral English Contractdrafters always obey to the regulations For example the pronominal references would be seen together ＇party Aparty B ＇ ＇the Buyerthe Seller＇ ＇ the licenserthe licensee＇ ＇ the employerthe employee＇
221 Time
As the slang goes time is money The time of delivery or payment or shipment must be described formally to avoid misunderstanding Usually the mistakes exist in the prepositions before the date and the prepositions are required to be formal For instance The words ＇before＇ and ＇prior to＇ have the same meaning but ＇prior to＇ is much more common in foreign economic contract The frequencyused words include within after by prior to upon
Take another example The balance shall be settled upon the arrival of the goods at the port of the destination (王超 237) The word upon’ here means as soon as’and it means the buyer should pay the rest money as soon as the merchandise arrive in the port of destination If the buyer delays he breaks the contract and should be punished
Take another sentence for analysis ＇Shipment To be shipped on or before Feb28 1998＇ (周红 310) The phrase ＇on or before＇ means ＇not later than＇ That is to say if the merchandise is delivered on Jan 1 that is OK If the ＇on or before＇ was replaced by ＇before＇ it is hard to judge it is reasonable or not if the seller delivery the merchandises on Jan 1
222 Money
To earn money is the ultimate purpose of the contractsigners The amount of money is the point that should be concerned most by the involved interests To avoid the forgery or alteration of the amount it must be described as formal as possible
2221 Amount of Money
The amount of money is always written in both number and capitalization Before the capitalization the word SAY’ is necessary and the ONLY’ must be added in the ending And the amount is undoubted the same although in different form
For example Party A shall pay Party B a monthly salary of US ＄500(SAY FIVE HUNDERD US DOLLARS ONLY)(王超 237)
Thus once the contract is signed the amount of money can not be altered
2222 The Currency Mark
The currency mark should be used formally Different mark has different meaning the mark ＇＇ can stand for US dollar (US ) Hong Kong dollar (HK ) Singapore dollar (S ) Canadian Dollar (Can ) Mexican Peso (Mex ) Australian Dollar ( A) as well as New Zealand Dollar ( NZ) The mark ＇¥＇ can symbol Renminbi Yuan (RMB ¥) as well as Japanese Yen (J ¥) So the contract signers can be never too careful in using the currency mark
223 Ancient Words
The ancient words are rare in the modern English but common in economic contract There are two reasons Firstly it makes the contract concise because the ancient words are shorter than the modern English Secondly it makes the contract serious
Adverbial phrase which consists of two kinds of simple adverbs is typical of ancient words in economic contract One kind is here’ there’ where’ the other kind is after’ by’ in’ of’ on’ to’ under’ upon’ with’
The typical cases are ＇hereafter(means from now on)＇ ＇hereunder(the same as thereafter)＇ ＇hereinafterbelow(the same as thereafter)＇ ＇herein(means in this…)＇ ＇hereof(means of this …)＇ ＇herewith(means with this)＇ ＇hereby(means by this…stilltherefore)＇ ＇hereto(means relate to this)＇ ＇hereto(means relate to this)＇ ＇whereas(means considering…)＇ ＇whereby(means by which…)＇ (杨芳 130) ＇hereinbefore＇ ＇thereinafter＇ ＇thereonupon＇ hereinabovebefore＇ Take two examples
① Attachments hereof shall be made an integral part of this contract and effective as any other provisions of this contract (钟立胜 56)
② In the event that the contract fails to complete the works in time owing to such reasons that the contractor shall be liable thereto … (彭建明 李永霞 64)
In the above two examples ＇hereof＇ is the same as ＇of this contract＇ ＇thereto＇ is the same as ＇to that＇ The using of ancient words makes the sentence more compact and terse
23 Accurate
Every word and sentence in the foreign economic contract implicates the profit or loss of the involved interest So when an economic contract is signed they both pay attention to the accuracy of the words The principle of strict construction and the principle of nationalism which is popular in the area of law are two of the best examples The more accurate words would be used instead of the common ones Take a simple sentence for example The Chairman may convene an interim meeting in accordance with a proposal made by onethird of the total number of directors (袁建军 171) In this sentence there is a special phrase ＇convene an interim meeting＇ It is the same meaning as ＇call a temporary meeting＇ But the former phrase is much more suitable and can show the seriousness of the meeting
The other typical cases are ＇commence＇ is always used to replace ＇begin＇ ＇render＇ instead of ＇give＇ ＇terminate＇ instead of ＇give＇ ＇construe＇ instead of ＇explain＇ ＇execute＇ instead of ＇sign＇ ＇relinquishwaive＇ instead of ＇give up＇
In general the accurate words can be classified into two kinds synonym and foreign words
231 Synonym
A synonym is a word that means the same thing as another word but tiny differences still exist in these two words One couple of synonyms stresses different points The using of large amount of synonyms is another point that can prove the accuracy of the social contract In the foreign contract the synonyms are used to take all of the possibility into consideration and avoid the misunderstanding As usual the two similar words or phrases are linked by a conjunction ＇and＇ or ＇or＇
①Any disputes controversies or differences which may arise between the parties out of or in relation to or in connections with this contract may be referred to arbitration (朱敏冠 唐新萍 129)
② Any supplementary terms and conditions that may be attached to this contract shall automatically prevail over the terms and conditions of this contract (易治贤 9)
＇In relation to＇ is similar to ＇in connection with’ and ＇term＇ is similar with ＇condition＇ At the first sight it is unnecessary to use synonyms in one sentence but with this usage the sentence is much more rigorous and serious
232 Foreign Language
Most of the foreign languages in the contracts are French and Latin language Sometimes the meaning can only be expressed completely in the foreign language because the very words root in the very country
The most common one is the French word ＇force majeure ＇ which means ＇unforeseen circumstance＇ Some other words or phrases French word ＇visavis＇ (In comparison with ) Latin word ＇as per＇(According to ) Latin word ＇tale quale＇ (In accordance with the sample ) Italic word ＇el credere( ＇Credit guarantee）(杨芳 130) Law terms from French verdict warrant statut ranson saisie and law term from Latin The basis Declaration register prior ad diem statu quo
3 Syntactic Feature
In the choosing of the style of the sentences more than 95 of which are declarative sentences especially affirmative sentence for the purpose of signing a contract is to clear the authority and duty of the two parties in a business and the terms in the contract are known and accepted by both of them so questions are not allowed to exist What＇s more a contract is different from an order No one can command the other one for they are equal in the business As a result both exclamatory sentence and imperative sentence are almost forbidden in a contract Although the style of the sentences is simple it has its own characteristics in the contract
31 Complicated Sentences Priority
Although complicated sentence is difficult to understand at first sight it is prior to the simple sentence That is because complicated sentence can include much more details One sentence combining one principal clause with several subordinate clauses is common The subordinate clauses added to supply explain or limit to the principle one usually are the attribute or adverbial which express the time or place in the sentence That kind of sentence involves comprehensive details And it consists of the characteristic that is powerful and serious Sometimes there is only one sentence in a paragraph in a contract For example
If any event of the Force Majeure occurs which causes to the Project or the infrastructure project then C or New Company shall not be obligated to reinstate the same or as the case may be complete the same until the parties hereto have agreed upon the terms for such reinstatement or completion(朱敏冠 唐新萍 130)
There are more than 50 words in the above sentence mastering this sentence needs a lot of patience But that is common in economic contract
32 Conditional Sentences Priority
In the economic contract it is common for one involved party to add some limited conditions to the articles what are beneficial for the opposite party In that the both parties can reach balance and enjoy the equivalent benefits In that case the conditional sentences spring up ＇subject to＇ ＇not with standing ＇ ＇provided that＇ ＇without prejudice to＇ ＇if any ＇ ＇including but not limited to＇ ＇where necessary＇ ＇expressed or implied＇ ＇directly or indirectly＇ ＇if required＇ are the obvious marks in this kind of sentence
①Unless otherwise stipulated in the credit banks will accept a document bearing a date of issuance prior to that of the credit subject to such document being presented within the time limits set out in the credit (陈春晓 13)
②The purchaser may at any time terminate the Contract by giving written notice to the Supplier if…provided that such termination will not prejudice or affect any… (陈春晓 13)
In sentence 1 ＇subject to＇ can be replaced by ＇but＇ or ＇however＇ In sentence 2 ＇provided that＇ is the same meaning as ＇only if＇ ＇on condition that＇ and ＇as long as＇ in the daily English These two phrases are followed by some limited conditions to mean that there is no pure rights in the contract one party who wants to enjoy the rights has to shoulder the equal responsibility
33 Active Sentences Priority
Active sentence means a sentence whose predicate verb is active and subject in the active sentence is the agent or the doer of an action An economic contract is signed to clear the duty and rights of the involved parties so it must be convenient for them to understand what they need to do
Compare an active sentence with a passive one
1 Party B is hereby appointed by Party A as its sales agent in Japan
2 Party A hereby appoints Party B as its sales agent in Japan
The second one has priority in economic contract because the roles of the two are clear Party A do the action of appointment and Party is the recipient
34 Impersonal Sentences Priority
When the importance or the necessity needs to be emphasized the impersonal sentence is prior to choose The part of being emphasized is put at the very beginning of sentence to catch the reader＇s attention Sometimes when the actor is unknown impersonal sentence is better than a personal one The impersonal sentence can also show the equality to the involved parties because no pronominal references appear The most common structure is ＇it+be+adj+that＇ shows the objectivity of the contract and that it will not be disturbed by one＇s emotion Two examples are below
①It is further expressly understood and agreed that the provision of publications document manuals or data does not permit to manufacture any part component system of element of the Equipment (陈晶瑛 164)
②If it is found necessary that some additional items of the equipment are needed in the course of production an additional order shall be agreed on through negotiation (陈晶瑛 164)
The first sentence aims to emphasize that the decision is agreed and made by them two It is objective and not the result of one＇s wish In the sentence 2 the subject of the action ＇find＇ is unsure The involved two parties can be the actor Thus impersonal sentence is much more suitable
35 Regular Sentences
Regular sentences are formed in the developing of Chineseforeign business and the increasing economic contracts They formed day by day and now are popular in the daily business The form of contract is standard now in most of the import & export companies To a certain extent drafting a contract is equal to filling blanks in the readymade model Regular sentences exist in the beginning and the end of the contract The most regular sentences are listed below
351 At the Beginning of the Contract
The most common beginning is the same as it in the sample contract in the appendix：
NO：
Date：
This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows
1 Contracting Parties
Supplier （hereinafter called party A）
Agent （hereinafter called party B）
Sometimespeople would like to choose a paragraph instead of a form Following two paragraphs are standard models which are widely used in the companies
This agreement is signed in×××(place) on ××× ×××(date) by and between ×××(hereinafter called ＇party A＇ ) and ×××(hereinafter called party B＇) whereby the two parties agree to ×××under the terms and conditions set forth below (陈春晓 12)
This contract is signed as of the day of ××××××(date) by and between ×××(hereinafter referred to as ＇party A＇) duly organized under the law of ××× and having its registered office at ××× and ×××(hereinafter referred as to ＇party B＇) duly organized under the law of ××× and having its registered office at ××× (陈春晓 12)
352 At the End of the Contract
The regular sentences here are always supplements to the contract stressing the justification and the friendliness Usually one or two sentences in the end are enough Some typical sentences are below
(1) In witness whereof this contract has between has been executed by the parties as of the date first above written (陈春晓 12)
(2) The foregoing terms are agreed by both the buyer and the sellers signing below (陈春晓 12)
(3) In witness whereof this agreement is made out in the English language in two originals one of which is held by each party (陈春晓 12)
(4) The respective duly authorized representatives of the parties hereto have hereunto set their hands and seals (陈春晓 12)
Except for the above there are also some other clauses which are popular Unless otherwise expressly provided herein Party A shall not be held liable for… and so on
4 Text features
The contract was called boiler plate in the Englishspoken countries (朱敏冠 唐新萍 129) That is to say they are strict to the writing of contract Generally speaking the contract has its own stable structure
41 Stable Structure
There are three stable parts in a valid contract They are title body and signature and the body is the main part of a contract
In the part of title the main idea of the contract is explained We can know what the contract is for The title must be in top and the middle of the contract
In the part of body it is always divided into several items just as it in the sample contract If the content is too rich to describe in a few items a complex structure would be suitable The complex one is usually divided into three provisions general provision specific provision and supplementary provision General provision contains the basic information of the contract such as the date and the involved two parties It follows the title The specific provision contains the details of merchandise And the supplementary provision is a kind of addition to the specific provisions This provision can be omitted if the necessary information is already clear A provision always contains several chapters in one chapter there could be several articles and in one articles there could be several points
Just as follows
Specific Provision
Chapter I Description of the Merchandise
Article 1 The Materials of the Merchandise
…
Article 2 The other details
（1） Specifications
First grade moisture 11 minimum and 12 maximum
（2） Quantity
100 metric tons
（3） …
Chapter II …(康淑敏 16)
In the part of signature obviously the two parties involved should sign here The signature means the accomplishment of the contract It is always in the end and the right of the contract
42 Details Contained
The article 12 of Law of the Peoples Republic of China on Economic Contracts Involving Foreign Interest reads
A contract shall in general contain the following terms
(1) the corporate or personal names of the contracting parties and their nationalities and principal places of business or domicile
(2) the date and place of the signing of the contract
(3) the type of contract and the kind and scope of the object of the contract
(4) The technical conditions quality standard specifications and quantity of the object of the contract
(5) the time limit place and method of performance
(6) the price amount and method of payment and various incidental charges
(7) whether the contract is assignable and if it is the conditions for its assignment
(8) liability to pay compensation and other liabilities for breach of contract
(9) the ways for settling contract disputes
(10) the language(s) in which the contract is to be written and its validity
Generally speaking in the part of general provision the following items should be involved the full name of each party to the contract and their nationalities type of entity principal places of business or residential address contract No the date and the place of signature of the contract
The part of body contains most of the information of the subject matter the kind scope of the subject matter of the contract time limit place and method of performance terms of price amount and way of payment and various additional charges whether the contract could be assigned or conditioned for assignment the compensation and other liabilities for breach of the contract ways for settlement of disputes in case of disputes arising from the contract
And in the last part ’ending’ the most important items are the languages to be used in the contract and their effectiveness
5 Conclusion
Take all of these into consideration as a kind of lawful text economic contract is surly a distinctive type of text Studying the language characteristics of foreign economic contract in essence is the study of the special way how the contract consists of Its purpose is to provide some help in understanding or even using foreign economic contract to the people who would like to work in the area of foreign trade
The language characteristics of foreign economic contract analyzed in the assay generally speaking included the lexical features syntactic feature and text features Its main characteristics are the professional formal and accurate words the specially organized sentences and the stable structure As the assay is only a kind of simple analysis the language characteristics of foreign economic contract are much deeper than imagination and worth a further study
In the point of the writer the same with studying some other professional English a lot of practice is much of importance The simple theory of economic knowledge is far from enough
Only with the attitude of endless learning and the spirit of keeping practice can one draft a standard foreign economic contract
Bibliography
1 Rosy future for China＇s foreign trade People＇s Daily Online(1657 October 29 2008)21 Feb 2012
2 Law of the People＇s Republic of China on Economic Contracts Involving Foreign Interest
(Adopted at the Tenth Session of the Standing Committee of the Sixth National People＇s Congress
promulgated by Order No 22 of the President of the People＇s Republic of China on March 21
1985and effective as of July 1 1985)
3 Halliday MAK& Hasan R Cohesion in English Beijing Foreign Language
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Appendix
(a sample of simple contract)
Contract for agency
NO：
Date：
This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows
1 Contracting Parties
Supplier （hereinafter called party A）
Agent （hereinafter called party B）
Party A hereby appoint Party B to act as his selling agent to sell the commodity mentioned below
2 Commodity and Quantity or Amount
It is mutually agreed that Party B shall undertake to sell not less than…… of the aforesaid commodity in the duration of this Agreement
3 Territory
In …… only
4 Confirmation of Orders
The quantities prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto
5 Payment
After confirmation of the order Party B shall arrange to open a confirmed irrevocable LC available by draft at sight in favor of Party A within the time stipulated in the relevant SC Party B shall also notify Party A immediately after LC is opened so that Party A can get prepared for delivery
6 Commission
Upon the expiration of the Agreement and Party B＇＇s fulfillment of the total turnover mentioned in Article 2 Party A shall pay to Party B…… commission on the basis of the aggregate amount of the invoice value against the shipments effected
7 Reports on Market Conditions
Party B shall forward once every three months to party A detailed reports on current market conditions and of consumers＇＇ comments Meanwhile Party B shall from time to time send to party A samples of similar commodities offered by other suppliers together with their prices sales information and advertising materials
8 Advertising & Publicity Expenses
Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns andor drawings and description for prior approval
9 Validity of Agreement
This Agreement after its being signed by the parties concerned shall remain in force for…… days from …… to …… If either Party wishes to extend this Agreement he shall notice in writing the other party one month prior to its expiration The matter shall be decided by the agreement and by consent of the parties hereto Should either party fail to implement the terms and conditions herein the other party is entitled to terminate this Agreement
10 Arbitration
All disputes arising from the execution of this Agreement shall be settled through friendly consultations In case no settlement can be reached the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure The decision made by this Commission shall be regarded as final and binding upon both parties Arbitration fees shall be borne by the losing party unless otherwise awarded
11 Other Terms & Conditions
Party A shall not supply the contracted commodity to any other buyer（s） in the above mentioned territory Direct enquiries if any will be referred to Party B However should any other buyers wish to deal with Party A directly Party A may do so But party A shall send to Party B a copy of Sales Confirmation and give Party B…… commission on the basis of the net invoice value of the transaction（s） concluded
This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto
This Agreement is signed on …… at…… and is in two originals each Party holds one
Party A Party B
（Signature） （Signature）
Acknowledgment
First and foremost I would like to express my sincere appreciation to my supervisor Zhu Xiaoyu for her patient guidance and valuable comments and advice in every stage of the writing of this
thesis Without her enlightening instruction impressive kindness and patience I
could not have completed my thesis Her keen and vigorous academic observation
enlightens me not only in this thesis but also in my future study
I shall extend my thanks to Karen who is the manager of Zhejiang China Commodities City Group Co Ltd for all her kindness and help
Last but not least in importance I want to express my special thanks to my friends especially my three lovely roommates for their encouragement and support
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