将英语商务合同翻译成汉语

Law of the People's Republic of China

on Economic Contracts Involving

Foreign Interests

Article 1 This law is formulated with a view to protecting the lawful rights and interests of the parties to Chinese-foreign economic contracts and to promoting the development of China's foreign economic relations.

Article 2 This law shall apply to economic contracts concluded between enterprises or other economic organizations of the People's Republic of China and foreign enterprises, other economic organizations or individuals (hereinafter referred to as “contracts”). However, these provisions shall not apply to international transport contracts.

Article 3 Contracts shall be concluded according to the principle of equality and mutual benefit and the principle of achieving agreement through consultation.

Article 4 In concluding a contract, the parties must abide by the law of the People's Republic of China and shall not harm the public interest of the People's Republic of China.

Article 5 The parties to a contract may choose the proper law applicable to the settlement of contract disputes. In the absence of such a choice by the parties, the law of the country that has the closest connection with the contract shall apply. The law of the People's Republic of China shall apply to contracts that are to be performed within the territory of the People's Republic of China, namely contracts for Chinese-foreign joint ventures, Chinese-foreign cooperative enterprises and Chinese-foreign cooperative exploration and development of natural resources. Matters not covered by the law of the People's Republic of China shall be dealt with through international practice.

Article 6 Where an international treaty, of which the People's Republic of China is a contracting party or a signatory, differs from the law of the People's Republic of China in matters relating to a contract, the provisions of the international treaty shall prevail, with the exception of clauses about which the People's Republic of China has declared reservation.

Some Key Articles in a Purchase Contract

1. Terms of payment

(1) Letter of credit: The Buyer shall, days prior to the time of shipment/after this Contract comes into effect, open an irrevocable letter of credit in favor of the Seller. The letter of credit shall expire days after the completion of loading of the shipment as stipulated.

(2) Cash on delivery (COD): The Buyer pays to the Seller total amount within days after the receipt of the goods.

2. Terms of shipment

(1) FOB delivery

The Seller shall, 30 days before the shipment date specified in the contract, advise the Buyer of the contract number, commodity, quantity, amount, packages, gross weight, measurement, and the date of shipment in order that the Buyer can charter a vessel/book shipping space. In the event of the Seller's failure to effect loading when the vessel arrives duly at the loading port, all expenses including dead freight and/or demurrage charges thus incurred shall be for the Seller's account.

(2) CIF or CFR delivery

The seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination. Under CFR terms, the Seller shall advise the Buyer by of the contract number, commodity, invoice value and the date of dispatch two days before the shipment for the Buyer to arrange insurance in time.

3. Late delivery and penalty

Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure causes specified in this Contract, the Buyer shall agree to postpone the delivery on the condition that the Seller agrees to pay a penalty which shall be deducted by the paying bank from the payment. The rate of penalty is charged at % for every days, odd days less than days should be counted as days. But the penalty, however, shall not exceed % of the total value of the goods invoiced in the delayed delivery.

4. Force Majeure

The seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within days thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof.

Sales Contract

No.: Date:

This contract is made on April 15, 2018 by and between ABC Corporation (hereinafter referred as “BUYERS”, a Chinese Corporation having its principle office at Dalian, China, who agrees to buy, and XYZ Corporation (hereinafter referred to as “SELLERS”) , a New York corporation having its principle office at New York, USA, who agrees to sell the following goods on the terms and conditions as below:

1. COMMODITY, SPECIFICATION, QUANTITY AND UNIT PRICE

2. TOTAL VALUE

3. COUNTRY OF ORIGIN AND MANUFACTURERS

4. PACKING

To be packed in new strong wooden case suitable for long-distance ocean transportation and well protected against dampness, moisture, shock, rust and rough handling. The Sellers shall be liable for any rust, damage and loss attributable to inadequate or improper protective measures taken by the Sellers in regard to the packing.

5. SHIPPING MARK

On the surface of each package, the package number, measurement, gross weight, net weight and wordings “RIGHT SIDE UP”, “HANDLE WITH CARE”, “KEEP DRY”，and the lifting position shall be stenciled in fadeless paint.

6. TIME OF SHIPMENT

7. PORT OF SHIPMENT 8. PORT OF DESTINATION 9. INSURANCE

10. PAYMENT

(1) In case by L/C: the Buyers, upon receipt from the Sellers of the pre-shipment advice specified in Clause 12 hereof, shall open an irrevocable Letter of Credit with the Bank of China, , 15 to 20 days prior to the date of delivery, in favor of the Sellers, for an amount equivalent to the total value of shipment. The credit shall be payable upon presentation of the draft drawn on the opening bank and the shipping documents specified in Clause 11 thereof. The Letter of Credit shall be valid until the 15th day after shipment is effected.(www.xing528.com)

(2) In case by Collection: after delivery is made, the Sellers shall send the shipping documents specified in Clause 11 thereof through the Bank of China, , to the Buyers for collection.

(3) In case by M/T or T/T：payment shall be effected not later than 7 days after receipt of the shipping documents specified in Clause 11 of this Contract.

11. DOCUMENTS

(1) The Sellers shall present the following documents to the paying bank for negotiation.

1) One full set of Clean On Board Bill of Lading marked with “FREIGHT TO COLLECT” and made out to order, blank endorsed, notifying the China National Foreign Trade Transportation Corporation at the port of destination；

2) Five copies of Invoice, indicating contract number and shipping mark (In case of more than one shipping mark, the invoice shall be issued separately);

3) Five copies of Packing List with indication of shipping weight, number and date of the corresponding invoice;

4) Two copies of Certificates of each Quality and Quantity issued by the manufacturers as specified in Item (1) of Clause 16;

5) A copy of cable to the Buyers, advising the Buyers of the shipment immediately after it has been made.

(2) The Sellers shall send together with the shipment one copy each of the above-mentioned documents, with the exception of Item 5) of this Clause, to the China National Foreign Trade Transportation Corporation at the port of destination.

12. TERMS OF SHIPMENT

(1) The Sellers shall, 40 days before the date of shipment stipulated in the Contract, advise the Buyers by cable of the Contract number, commodity, quantity, value, number of package, gross weight, measurement and date of readiness at the port of shipment. Should any package be or exceed 20 tons in weight, 10 meters in length, 3.4 meters in width and 3 meters in height, the Sellers shall provide the Buyers with 5 copies of packing drawing indicating the detailed measurement and weight 50 days before the dispatch of goods so as to enable the Buyers to arrange transportation.

(2) Booking of shipping space shall be attended to by the Buyers' shipping agent, China National Chartering Corporation, Branch.

(3) The Buyers shall, 10 days before the estimated date of arrival of the vessel at the port of shipment, notify the Sellers of the name of the vessel, estimated date of loading, Contract number for the Sellers to arrange shipment. The Sellers are requested to get in close contact with the shipping agent. When it is necessary to change the carrying vessel or in the event of the arrival having to be advanced or delayed, the Buyers or the shipping agent shall advise the Sellers in time. Should the vessel fail to arrive at the port of loading within 30 days after the arrival date advised, the Buyers shall bear the storage and insurance expenses incurred from the 31st day.

(4) The Sellers shall be liable for any dead freight or demurrage, in case they fail to have the commodity ready for loading after the carrying vessel has arrived at the port of shipment on time.

(5) The sellers shall bear all expenses, risks of the commodity before it passes over the vessel rail and is released from the tackle. After it has passed over the vessel rail and has been released from the tackle, all expenses of the commodity shall be for the Buyers' account.

13. SHIPPING ADVICE

The Sellers shall, immediately after the completion of the loading of the commodity, notify by cable the Buyers of Contract Number, name of commodity, quantity, gross weight, invoice value, name of the carrying vessel and date of sailing. If the weight of any package is above 9 metric tons, width over 3,400mm or height of any sides over 2,350mm, the Sellers shall advise the Buyers of the weight and measurement of each package. In case the Buyers fail to arrange insurance in time due to the Sellers' failing to cable advice in time, all losses shall be borne by the Sellers.

14. CLAIMS

(1) In case the Sellers are liable for the discrepancies and a claim has been lodged by the Buyers within the time limit of inspection and quality guarantee period as stipulated in Clause 15 and 16 of this contract, the Sellers shall settle the claim in one or any combination of the following ways:

1) Agree to the rejection of the goods and refund to the Buyers the value of the goods so rejected in the same currency as contracted herein, and to bear all direct losses and expenses in connection herewith including interest accrued, banking charges, freight, insurance premium, inspection charge, storage stevedore charges and all other necessary expenses required for the custody and protection of the rejected goods;

2) Devalue the goods according to the degree of inferiority, extent of damage and amount of losses suffered by the Buyers;

3) Replace the defective equipment partly or wholly of which the replacement shall conform to the specifications, quality and performance as stipulated in this Contract, and bear all the expenses and direct losses sustained by the Buyers. The Sellers shall, at the same time, guarantee the quality of the replacement for a further period according to Clause 15 of this Contract.

(2) The claim mentioned above shall be regarded as being accepted if the Sellers fail to reply within 30 days after the Sellers receive the Buyers' claim.

15. FORCE MAJEURE

The Sellers shall not be responsible for delay in shipment or non-delivery of the goods due to Force Majeure, which has occurred during the manufacturing process or in the course of loading or in transit. The Sellers shall advise the Buyers immediately of the occurrence of the Force Majeure accident and airmail the certificate issued by the local competent government authorities within two weeks as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.

16. ARBITRATION

All disputes in connection with or in the execution of this Contract shall be settled friendly through negotiations. Where no settlement can be reached, the disputes shall be submitted to arbitration. If the Sellers are plaintiff, the arbitration shall take place in Stockholm. Each party shall appoint an arbitrator, thus appointed shall jointly nominate a third person as umpire to form an Arbitration Committee. The said umpire shall be confined to the citizen of nationality. If the Buyers are the plaintiff, the arbitration shall take place in Beijing and be conducted by the Arbitration Committee of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedures promulgated by the said Arbitration Committee. The award of the Arbitration Committee shall be accepted as final and binding upon the parties hereto. Arbitration expenses shall be borne by the losing party.

17. BANKING CHARGES

All the banking charges incurred in China shall be borne by the Buyers, while all the banking charges incurred outside China shall be borne by the Sellers.

18. ORIGINAL TEXT

This Contract is written in English, in two originals, one of which is held by each party.

The Buyers: _______________ The Sellers: ________________

根据本章的学习，查找资料，思考并总结：在将英语商务合同翻译成中文时，需要考虑文化差异因素吗？如果需要，主要表现在哪些方面？