英语合同的用词特点

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1、英语合同的用词特点(Formal term)合同英语的用词极其考究，具有特定性。要求选词专业化（professional）、正式（formal）、准确（accurate）。具体体现在下列方面： 1、May, shall, must ,may not (或shall not) 的使用 May, shall , must ,may not (或shall not)对学过英语的人再熟悉不过，但在合同中用这些词时要极其谨慎。权利义务的约见定部分构成了合同的主体。这几个词如选用不当，可能会引起纠纷。 may 旨在约定当事人的权利（可以做什么），Shall约定当事人的义务（应当做什么时候）， must 用

2、于强制性义务（必须做什么），may not (或shall not)用于禁止性义务（不得做什么）。May do 不能说成can do, shall do，不能说成should do 或ought to do，may not do 在美国一些法律文件可以用shall not，但绝不能用can not do或must not ) 例如，在约定解决争议的途径时的，可以说：The parties hereto shall, first of all, settle any dispute arising from or in connection with the contract by friend

3、ly negotiations. Should such negotiations fail, such dispute may be referred to the Peoples Court having jurisdiction on such dispute for settlement in the absence of any arbitration clause in the disputed contract or in default of agreement reached after such dispute occurs. 本句中的shall 和may表达准确。出现争议

4、后应当先行协商，所以采用了义务性“约定”，如果协商解决不了，作为当事人的权利，用选择性约定may也很妥当。如果may和shall 调换位置会怎么样？ 前半句的shall换用may后，意思变成了当事人可以通过协商解决，意思上说得过去，但后半句的may换用shall 后，变成了应当诉讼解决，好象一出事，就要先见官，这就有些不友好了。 本句可译：双方首先应通过友好协商，解决因合同而发生的或与合同有关的争议。如果协商未果，合同中又无仲裁条款约定或争议发生后未就仲裁达成协方的，可将争议提交有管辖权的人民法院解决。 2、正式用语（formal term） 合同英语有着严肃的风格，与其它英语作品有很大不同。

5、 例如： “因为”的短语多用“by virtue of ，远远多于“due to”一般不用“because of ”； “财务年度末”一般用“at the close of the fiscal year”，而不用“in the end of the fiscal year”； “在之前”一般用“prior to”，而不用“before”； “关于”常用“as regards”， “concerning”或“relating to”，而不会用“about”； “事实上”用“in effect”，而不用“in fact”； “开始”用“commencement”,而不用“start”或“begi

6、n”； “停止做”用“cease to do”，而不用“stop to do”； “何时开会并由某某主持”的表述为：The meeting shall be convened and presided by sb. 其中“召开”不用“hold 或call”，而用“convene”；“主持”不用“chair”或“be in charge of ”，而用“preside”； “其他事项”用“miscellaneous”, 而不用“other matters/events”； “理解合同”用“construe a contract” 或“comprehend a contract”，而不用“unde

7、rstand a contract”; “认为”用“deem”，用“consider”少，不用“think”或“believe”； “愿意做”用“intend to do”或“desire to do”，而不用“want to do”, “wish to do”。 用词专业（Technical Terms） 合同用词不以大众是否理解和接受为转移，它是合同语言准确表达的保障。如合同出现的“瑕疵”、“救济”、“不可抗力”、“管辖”、“损毁”、“灭失”等就可能让非行业人士费解，在英语以上表达分别为defect、remedy、force majere/Act of God、jurisdiction、d

8、amage and/or loss)。另外几乎每个合同都少不了hereinafter referred to as , whereas, in witness whereof, for and on behalf of , hereby, thereof 等虚词。这也是合同英语的一大特色。 其它例子还有： “赔偿”用“indemnities”，而不用“compensation” “不动产转让”用“conveyance”，而不用“transfer of real estate” “房屋出租”用“tenancy”，而“财产出租”用“lease of property” “停业”用“wind up

9、a business”或“cease (名词是cessation) a business”,而不用“end/stop a business” 专利许可中的“特许权使用费”只用“royalties” 还款或专利申请的“宽限期”英文“grace”, “当事人在破产中的和解”用“composition” 以实物出资为“investment in kind” “依照合同相关规定”一般说“pursuant to provisions contained herein”或“as provided herein”等，不说“according to relevant terms and conditions

10、in the contract” “合同任何一方当事人不得转让本合同”英文表述为“Neither party hereto may assign this contract”，其中“hereto”表示“to the contract”，选用“Neither party to the contract”较少。 3、同义词、近义词、相关词的序列 FOR value RECEIVED，the undersigned does hereby sell, transfer, assign and set over to _ all his right, title and interest in and

11、 to a certain contract dated _, _ by and between the undersigned and _，a copy of which is annexed hereto. 在这里的同义词和近义词并列（如sell, transfer, assign and set over，right和 tile and interest），在英文合同里十分普遍。这是出于严谨和杜绝漏洞的考虑，有的也属于合同用语的固定模式。如： This agreement is made and entered into by and between ABC Company (herei

12、nafter referred to as Party A) and Party B.句中“made and entered into”和“by and between”两组分别属于同义词和相关词并列。 For and in consideration of mutual covenants and agreements contained herein, the parties hereby covenant and agree as follows: 句中“for and in consideration of ”， “covenants and agreements”三组同义司和近义词并

13、列。 The parties have agreed to vary the Management on the terms and subject to the conditions contained herein. 这里的“on the terms”和“subject to the conditions”是一个意思都表示“依照本协议的条款规定”。合同条款的固定模式是“terms and conditions” 再例如： “Party A wishes to be released and discharged from agreement as from the feective dat

14、e”，一句中的“realease”和“discharge”意思几乎相同。 并列的词还有： ships and vessels support and maintenance licenses and permits charges, fees, costs and expenses any and all any duties, obligations or liabilities the partners, their heirs, successors and assigns control and management of the partnership applicable laws

15、, regulations, decrees, directives, and rules 4、拉丁词 在国外合同中，拉丁词仍然是很常见： 比例税率：用pro rate tax rate要比proportional tax rate多 从事慈善性服务的律师：pro bono lawyer，不怎么用lawyer engaged in charitable legal assistance 委托代理人：多用agent ad litem 不可抗力：force majuere.l 常用语言1、本合同用英文和中文两种文字写成，一式四份。双方执英文本和中文本各一式两份，两种文字具有同等效力。 The co

16、ntract is made out in English and Chinese languages in quadruplicate, both texts being equally authentic, and each Party shall hold two copies of each text. 2、本合同由双方代表于1999年12月9日签订。合同签订后，由各方分别向本国政府当局申请批准，以最后一方的批准日期为本合同的生效日期，双方应力争在60天内获得批准，用电传通知对方，并用信件确认。若本合同自签字之日起，6个月仍不能生效，双方有权解除本合同。 This contract i

17、s signed by the authorized representatives of both parties on Dec. 9, 1999. After signing the contract, both parties shall apply to their respective Government Authorities for ratification. The date of ratification last obtained shall be taken as the effective date of the Contract. Both parties shal

18、l exert their utmost efforts to obtain the ratification within 60 days and shall advise the other party by telex and thereafter send a registered letter for confirmation. 3、本合同有效期从合同生效之日算起共10年，有效期满后，本合同自动失效。 The contract shall be valid for 10 years from the effective date of the contract, on the exp

19、iry of the validity term of contract, the contract shall automatically become null and void. 4、本合同期限届满时，双方发生的未了债权和债务不受合同期满的影响，债务人应向债权人继续偿付未了债务。 The outstanding (未了的)claims and liabilities（债权和债务） existing between both parties on the expiry of the validity of the contract shall not be influenced by th

20、e expiration of this contract. The debtor shall be kept liable until the debtor fully pays up his debts to the creditor. 附上商务英语常用词汇Agreement and contract（协议与合同） agency agreement 代理协议 agreement on general terms and conditions on business一般经营交易条件的协议agreement on loan facilities up to a given amount商定借款

21、协议 agreement fixing price共同定价协议 agreement on import licensing procedure 进口许可证手续协议 agreement on reinsurance 分保协议 agreement to resell 转售协议 bilateral agreement 双边协议 bilateral trade agreement 双边贸易协议 commercial agreement 商业协定 compensation trade agreement 补偿贸易协议 distributorship agreement 销售协议 exclusive di

22、stributorship agreement 独家销售协议 guarantee agreement 担保协议 international trade agreement 国际贸易协议 joint venture agreement 合营协议 licensing agreement 许可证协议loan agreement 贷款协议 management agreement 经营管理协议 multilateral trade agreement 多边贸易协议 operating agreement 经营协议 partnership agreement 合伙契约 supply agreement

23、供货合同 trade agreement 贸易协议 written contract 书面协议 ad referendum contract 暂定合同 agency contract 代理合同 barter contract 易货合同 binding contract 有约束力合 blank form contact 空白合同 commercial contract 商业合同 compensation trade contact 补偿贸易合同 cross licence contract 互换许可证合同 exclusive licence contract 独家许可证合同 Ex contrac

24、t 由于合同 Export contract 出口合同Firm sale contact 确定的销售合同 Formal contract 正式合同 Forward contract 期货合同 Illegal contract 非法合同 Import contract 进口合同 Indirect contract 间接合同 Installment contract 分期合同 International trade contract 国际贸易合同There is an arbitration clause in the contract. (or insurance clause, inspect

25、ion clause, shipping clause.) 这是合同中的一项仲裁条款。（或：保险条款，检验条款，装运条款等） We sincerely hope that both quality and quantity are in conformity with the contract stipulations. 我们真诚希望质量、数量都与合同规定相吻合。 The contract states that the supplier will be charged a penalty if there is a delay in delivery. 合同规定如果供货商延误交货期，将被罚款

26、。 The contract comes into effect today, we cant go back on our word now. 合同已于今日生效，我们不能反悔了。 Once the contract is approved by the Chinese government, it is legally binding upon both parties. 合同一经中国政府批准，对双方就有了法律约束力。We always carry out the terms of our contract to the letter and stand by what we say. 我们

27、坚持重合同，守信用。 You have no grounds for backing out of the contract. 你们没有正当理由背弃合同。 In case one party fails to carry out the contract, the other party is entitled to cancel the contract. 如果一方不执行合同，另一方有权撤消该合同。 This contract will come into force as soon as it is signed by two parties. 合同一经双方签定即生效。 Are you w

28、orrying about the non-execution of the contract and non-payment on our part? 你是否担心我们不履行合同或者拒不付款？ You cannot cancel the contract without first securing our agreement. 如果没有事先征得我们同意，你们不能取消合同。 We signed a contract for medicines. 我们签订了一份药品合同。 A Japanese company and SINOCHEM have entered into a new contra

29、ct. 中国化工进出口总公司已经和日本一家公司签订了一份新合同。 I know we (the seller) should draw up a contract and the buyer has to sign it. 我们知道我们（卖方）应该拟出一份合同，买方必须签署合同。 We both want to sign a contract, and we have to make some concessions to do it. 我们都想签合同，因此双方都要做些让步。 Our current contract is about to expire, and well need to d

30、iscuss a new one. 欧文们现有合同快要期满了，需要再谈一个新合同。 We ought to clear up problems arising from the old contract. 我们应该清理一下老合同中出现的问题。 Do you always make out a contract for every deal? 每笔交易都需要订一份合同吗？ These are two originals of the contract we prepared. 这是我们准备好的两份合同正本。 We enclose our sales contract No.45 in dupli

31、cate. 附上我们第45号销售合同一式两份。 May I refer you to the contract stipulation about packing (or shipping.)? 请您看看合同中有关包装（装运）的规定。Contract, agreement, letter of intent (LOI), memorandum of understanding (MOU)CONTRACT No.Xinjiang, Date:四月 23, 2022THE BUYER: THE SELLER:This contract is made by and between the Buye

32、r and the Seller; whereby the Buyer agrees to buy and the Seller agrees to sell the under mentioned commodity according to the terms and conditions stipulated below: 1.ITEMCOMMODITIES, SPECIFICATIONSUNITQUAN.UNIT PRICE TOTAL AMOUNTTOTAL VALUE: US Dollars 2. COUNTRY OF ORIGIN AND MANUFACTURERS: 3. PA

33、CKING: To be packed in new strong wooden case(s) or in carton(s), suitable for long distance ocean/parcel post/air freight transportation and to change of climate, well protected against rough handling, moisture, rain, corrosion, shocks and frozen. The Seller shall be liable for any damage and loss

34、of the commodity and expenses incurred on account of improper packing and for any rust attributable to inadequate or improper protective measures taken by the Seller in regard to the packing.One full set service and operation instructions concerned shall be enclosed in the case(s). 4. SHIPPING MARK:

35、 The Seller shall mark on the four adjacent sides of each package with fadeless painting the package number, gross weight, net weight, measurement, Contract No., port of destination and the wordings: KEEP AWAY FROM MOISTURE, HANDLE WITH CARE, THIS SIDE UP, the lifting position, gravity center and th

36、e shipping mark: 5. TIME OF SHIPMENT:Within 10 weeks after contract effectiveness 6. PORT OF SHIPMENT:Xingang, China 7. PORT OF DESTINATION:Port Xingang, China. Consignee: 8. INSURANCE: Under FOB/CFR and FCA/CPT terms, insurance to be covered by the Buyer after shipment. Under CIF and CIP terms, ins

37、urance shall be effected by the Seller with the Buyer as the beneficiary for 110% of invoice value of the goods shipped against all risks. 9. PAYMENT: 9.1 All payments to be made by the Buyer to the Seller or by the Seller to the Buyer under the present contract shall be made by telegraphic transfer

38、 or by irrevocable letter of credit. In case of any payment by the Buyer, the payment shall be effected through a Bank, to _ Sellers Bank, for the account of the Seller. In case of any payment by the Seller, the payment shall be made through _ (Sellers Bank), to a Bank, , for the Buyers account.9.2

39、100% of the total Contract value of equipment shall be paid by the Buyer to the Seller by an irrevocable letter of credit, the L/C will be issued 30 days before the date of shipment and effected after the Seller submits all shipping document required in Clause 10 of the present Contract to the buyer

40、s Bank through _ (Sellers Bank). The letter of credit shall be valid until the 15th day after the last shipment is effect.9.3. In case the Seller is liable for paying to the Buyer the penalty and/or compensation under the present Contract, the Buyer shall have the right to deduct it from any the abo

41、ve said payment.9.4. The Banking charges of both parties incurred in U.S.A for the execution of the present Contract shall be borne by the Buyer and those incurred outside U.S.A shall be borne by the Seller.10. DOCUMENTS: (1) Bill of Lading / Airway Bill a) In case of seafreight: Three original clea

42、n on board ocean bills of lading marked Freight to Collect (FOB)/Freight Prepaid (CIF and CFR), Contract No. and shipping mark made out to order and blank endorsed, the consignee with typing its complete address and telephone number.Consignee: b) In case of airfreight: One original and one copy of a

43、irway bill marked Freight to Collect (FCA)”/”Freight Prepaid (CIP and CPT)”, Contract No. and shipping marks and consigned to the Buyer. (2) Invoice signed in 5 originals indicating Contract No. and shipping mark (In case of more than one shipping mark, the invoice shall be issued separately), made

44、out in details as per the relative contract. (3) Packing List in 2 originals and 2 copies issued by the manufacturer with indication of shipping weight, number of package and date of corresponding invoice.(4) Two copies of Certificate(s) of Quality and Quantity issued by the manufacturer.(5) One cop

45、y of fax to the Buyer advising particulars of shipment immediately after shipment is made as per the stipulations of Clause 12 (2). In addition, the Seller shall, within 7 days after shipment, send by registered airmail one set of the aforesaid documents, with the exception of Item (5), directly to

46、the Buyer.(6) In case of CIF Terms:Insurance Policy or Certificate in one original and two copies covering 110% of invoice value against All RISKS.(7) One copy of export license issued by the Government if necessary.Certificate of Origin in one original and two copies.Sight draft in 2 copies.(8) The

47、 Seller must submit the originals of following documents to the Buyer by COURIER before the arrival of shipment:a. If the coniferous woods are used for packaging including pallets, stow woods, chuck, support and so on, a qualified phytosanitary certificate issued by the government authority of the e

48、xport country or region;b. If the packing materials are made of non-coniferous woods, a statement of non-coniferous issued by the exporter;c. If the packages are not wooden materials, a statement of non-wooden materials packing issued by the exporter.d. In case the statement or phytosanitary certifi

49、cate is not in accordance with facts, which is found by sampling inspection made by the Chinese inspection and quarantine organization, or the required documents are not provided with the shipment, the Seller shall bear all expenses and consequences incurred thereof. (9) The number and contents of t

50、he documents shall be complete and correct. If the Buyer fails to pass the Customs and take over the goods in time due to the Seller not having provided the documents specified as above, all losses shall be borne by the Seller. The Consignees name with its complete address and telephone number must

51、be printed on Bill of Lading or Airway Bill, otherwise the Seller shall be responsible for the losses arising therefrom.NOTE:Except the invoice, shipping advise and Irrevocable Letter of Bank Performance Guarantee, the contract price shall not be mentioned in any documents.11. SHIPMENT: (1) In case

52、of FOB/FCA Terms:a. The Seller shall send the Buyer an advice by fax specified in Clause 12 (1) in order for the Buyer to book shipping space. b. Booking of shipping space shall be attended to by the Buyer or its agent. c. The Buyer or its agent shall send to the Seller 10 days before the estimated

53、date of arrival of the vessel at the port of shipment, a preliminary notice indicating the name of vessel, estimated date of loading, Contract No. for the Seller to arrange shipment. The Seller is requested to get in close contact with the Buyer. When it becomes necessary to change the carrying vess

54、el or in the event of its arrival having to be advanced or delayed, the Buyer or its agent shall advise the Seller in time.Should the vessel fail to arrive at the port of loading within 30 days after the arrival date advised by the Buyer, the Buyer shall bear the storage and insurance expenses incur

55、red from the 3lst day.d. The Seller shall be liable for any dead freight or demurrage, should it happen that they have failed to have the commodity ready for loading after the carrying vessel has arrived at the port of shipment on time. e. The Seller shall bear all expenses and risks of the commodit

56、y before it passes over the vessels rail and is released from the tackle. After it has passed over the vessels rail and been released from the tackle, all expenses of the commodity shall be for the Buyers account.(2) In case of CFR (CPT)/CIF (CIP) Terms:a. The Seller shall ship the goods within the

57、time of shipment from the port of shipment to the port of destination. Transshipment is not allowed. Whereas transshipment has happened, all the expenses and costs occurred thereof shall be borne by the Seller. On-deck shipment is not allowed. The contracted goods shall not be carried by a vessel fl

58、ying the flag of the country which the Buyer can not accept. The age of vessel should not exceed 15 years. b. In case the goods are to be dispatched by airfreight/parcel post, the Seller shall, 30 days before the time of delivery as stipulated in Clause 5, inform the Buyer by fax of the contents spe

59、cified in Clause 12 (1). The Seller shall also, immediately after dispatch of the goods, advise the Buyer according to the stipulations of Clause 12 (2) for the Buyer to arrange insurance and Customs clearance in time. 12. SHIPPING ADVICE:(1) For the following purposes, the Seller shall, 40 days bef

60、ore the date of shipment specified in Clause 5 of the Contract, advise the Buyer by fax of the Contract No., commodity, quantity, value, number of package, gross weight, measurement and date of readiness at the port of shipment. If any package of the weight is above 9 metric tons and dimensions reac

61、h or exceed 12 meters in length, 2.7 meters in width, 3 meters in height, the Seller shall advise the Buyer of the weight and measurement of each package 50 days before dispatch of the goods. The details of inflammable and dangerous goods, if any, shall also be indicated: a. Under Letter of Credit specified in Clause 9 (A), to request the opening of L/C. b. In case of FOB terms, for the Buyer to book shipping space. c. For the Buyer to make sure its inland transportation upon receiving the above mentioned advice. If the weight and dimensions of any p