Typical Samples of Business Contracts
Sample 1 Sales Contract
Contract No:0616
Date:November 7th，2014
Place:Zhongxin digital Building,Beijing,China
The Buyer: The Seller:
Great World Store,New York,America Gome Home Appliance Company,Beijing, China
TEL:01188745608002 TEL:86-010-82871276
The Seller agrees to sell and the buyer agrees to buy the under-mentioned commodity according to the terms and conditions stated below:
（1)Name of Commodity:Haier Refrigerator
Product description:
a.Model number:BCD—226STV
b.About the exterior appearance:
total volume（L):226
power consumption（kw.h/24h):0.6
effective area of freezer:58
effective area of variable greenhouse:43
effective area of storage room:125
dimensions（L×W×H):580×560×1，786 mm
c.About the function:Fresh kept;automatic thermostat;over-temperature alarm;led display;individual shutdown.
（2)Quantity:1，000 sets
（3)Unit Price:USD 680.00 per set
（4)Contract Value:USD 680，000.00（U.S.Dollars Six Hundred and Eighty Thousand Only)
（5)Country of Origin:China
（6)Port of Shipment:Dalian,China
（7)Port of Destination:New York,America
（8)Time of Shipment:November 12th，2014
（9)Packing:The goods must be properly packaged,suitable for ocean-going and long-distance land transport,moisture,shock,anti-rust resistance,rough handling, to ensure that the goods will not be damaged by the above reasons,so good to arrive safely.Any loss caused by poor packing should be born by the seller.
（10)Marks:The seller must use non-fading paint to print each box number, size,gross weight,net weight,hanging position，“this side up”“Handle with care”“keep dry”and other words.
（11)Insurance:The insurance shall be covered by the Seller under the term of CIF for 110%of the invoice value against all risks.
（12)Terms of Payment:Letter of Credit.
The buyer shall 30 days prior to shipment open an irrevocable credit containing the buyer as the payer and the seller as the beneficiary through U.S.bank.China bank should commit the credit after he received and checked the following documents.
a.Full set of clean on board ocean Bills of Lading made out to Great World Store and blank endorsed，marked freight to collect.
b.Commercial invoice.
c.The Inspection Certificate of Quality issued by CCIC of China.
d.Certificate of Origin.
e.Shipping advice.
（13)Terms of Shipment.
a.The seller must notify the buyer name of the booking vessel and its transportation routes 40 days before sail,for the buyer to confirm.
b.The seller must notify the buyer expected time of delivery,contract number, invoice amount,the number and the shipment weight and size of each piece 20 days before shipment.
c.The seller must notify the buyer of goods,quantity,gross weight,invoice amount,name of the vessel,and departure dates by telegraph/telex within 48 hours after shipment.
d.If any piece of cargo to meet or exceed the weight of 10 tons，15 meters long, 10 meters wide,the seller shall 50 days before shipment provide the buyer with five copies of detailed packing drawing,indicating detailed size and weight,so that the buyer can arrange inland transport.
e.Transshipment and Partial shipments are both not allowed.
（14)Inspection:
a.The seller must test the quality of goods,specification and quantity fully and accurately,and issue a quality certificate to prove that the delivery is in accordance with the relevant provisions of the contract,but this certificate is not the final basis to prove quality of the goods,specifications,performance,and number.The seller should attach the written report contained inspection details and results of tests to the quality manual.
b.After the goods arrive at the port of destination,the buyer must apply to the U.S.Commodity Inspection Bureau for inspecting the quality of goods,specification and quantity,and issue a certificate of inspection.If he finds that the quality, specification and quantity do not match with the contract,in addition to which insurance companies or ship shall be responsible for,the buyer has the right to refuse accepting the goods and claim to the seller,within 7 days after arrival at the port of destination.
c.If the inspection certificate cannot be settled within the validity period of the contract for some unforeseen reasons,the buyer should telephone the seller to extend the inspection period for 3 days.
（15)Claims:
a.Within 3 days from the date of the arrival of the goods at the final destination,if the quality,specification,quantity and packing of the goods are found not in conformity with the stipulations of this contract,the Buyer shall give a notice of claims to the Seller within the above mentioned time limit and have the right to lodge claims.
b.Considering the result from the defect of the goods,the Buyer has the right to bring the claims for their damages against the Seller.The Seller shall undertake to make the compensation for claims,except those for which the insurance company should undertake the obligations.
（16)Force Majeure:
a.If any contracting party could not fulfill the contract by resistance of force majeure,the period of time for compliance should be extended accordingly.
b.Hindered side should telegraph the other in the force majeure and termination,and deliver the Certificate issued by the competent bodies of the accident to the other for recognition by registered air mail within 14 days after the accident.
c.If force majeure event continues more than 120 days,the other party has the right to send written notice by registered air mail,asking a party to terminate the contract,and notification come to effect immediately.
（17)Law Application:
a.It will be governed by the law of the People's Republic of China under the circumstances that the contract is signed or the goods while the disputes arising are in the People's Republic of China or the defendant is Chinese legal person, otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.
b.The terms in the contract are based on INCOTERMS 2010 of the International Chamber of Commerce.
（18)Arbitration:
a.All disputes in connection with this contract or the execution thereof shall be settled friendly through negotiations.
b.In case no settlement can be reached,the case shall then be submitted for arbitration to China International Economic and Trade Arbitration Commission in accordance with the provisional Rules of Procedures promulgated by the said Arbitration Commission.
c.The arbitration shall take place in Beijing and the decision of the Arbitration Commission shall be final and binding upon both parties;neither party shall seek recourse to a law court or other authorities to appeal for revision of the decision.
d.Arbitration fee shall be borne by the losing party.
（19)Additional terms:
This contract shall come to effect since being signed/sealed by both parties. Each party holds one copy.
Representative of the sellers: Representative of the buyers:
（Signature) （Signature)
Sample 2 Sales Confirmation
Contract No:GP0999 Date:May 15，2014
The Seller：Fujian Huxin Co.,Ltd. The Buyer:Sherry Footwear Inc.
No.5 Renmin Road,Fuzhou No.1 Cat Raod,New York
China U.S.A
This contract is made by and between the Buyer 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:
Total contract Value:Say U.S.Dollars One Hundred and Forty Five Thousand Nine Hundred and Twenty Only.
Packing:6 pairs per carton.
Port of loading and destination:From Xiamen,China to New York,U.S.A.
Terms of shipment:
（1)2，400 pairs of Article No.5，001 and 2，400 pairs of Article No.5，002 are shipped in July 2014.
（2)2，400 pairs of Article No.5，001 and 2，400 pairs of Article No.5，002 are shipped in August 2014.
Insurance:The goods are covered by the buyer.
Terms of payment:30%of contract value paid by T/T within 15 days after the contract date:The remaining paid by letter of credit at sight.
Documents:
+Signed invoice in quadruplicate.
+Full set of clean on board ocean bill of lading marked“freight prepaid”made out to order of issuing bank blank endorsed notifying the applicant.
+Packing list in quadruplicate.
+Certificate of Chinese origin certified by Chamber of Commerce or CCPIT.
+Shipping advice showing the name of carrying vessel,date of shipment,marks, quantity,net weight and gross weight of the shipment within 1 day after the date of bill of lading.
Other clauses:
（1)Transshipment is allowed.
（2)1 set shipping sample will be sent to the buyer before shipment.
In witness thereof,this S./C is signed by both parties in two original copies, each party holds one copy.
Signed by:
The Seller The Buyer
Fujian Huxin I/E Co.，Ltd Sheery Footwear Inc.
（Signature) （Signature)
Notes
copious 丰富的；大量的
enforceable 可实施的；可生效的；可强制执行的
legitimate 合法的；正当的
business negotiation 商务谈判；商务磋商
conclusion 商定，议定；缔结，订立
enquiry 询盘，询价
offer 报盘
offerer 发盘人，报盘人
offeree 受盘人，接盘人
firm offer 实盘
non-firm offer 虚盘
quotation 报价
counter-offer 还盘
stipulate 规定，约定，订明
authorization 授权，认可
claim 索赔
arbitration 仲裁
force Majeure 不可抗力
witness clauses 见证条款
commencement 协议生效
discrepancy 不符之处，差异
formality 正式性
conciseness 简洁性
standardization 规范化，标准化，规范性
effectiveness 效力，有效性
solemnity 严肃性
Bill of Lading 提单
confirmed，irrevocable and documentary L/C 保兑不可撤销跟单信用证
archaic words 古体词，古语词
Inspection Certificate 检验证书
rule out 排除
conventional 惯例的，常见的；传统正式的
rigorous 严密的；极精确的；严谨的
dignified 严肃性的；庄重的
personal tenor 个人基调；个人品味
subsequent 随后的，后来的；连续的，接下去的
Exercises
Ⅰ.Please determine whether the following statements are true or false.
1.Contract writing is an easy job for it differs from other types of practical writing in a thousand and one ways because of the unique features of business contracts.
2.There is a doubt that a business contract is the most important legal document，which guides both the buyer and the seller to fulfill their duties and obligations.
3.As the beginning of a business contract the information in the preamble is also important and should be written in complete correctness.
4.The body，the most important part of a business contract，consists of all transaction clauses as well as the certain rights and obligations or responsibilities and risks both parties should strictly fulfill.
5.Although a business contract has a relatively fixed structure，it still has no any features in different perspectives，such as the use of words or sentence structures，the style and the like.
6.Archaic words，used in old English or language，are formed by prepositions plus prefixes or suffixes.
7.Just like the use of words in the business contract，the sentences in business contracts are also very colorful with various patterns such as the use of attributive clauses，declarative sentences，compound sentences，etc.
8.A contract shall be an agreement whereby the parties establish，change，or terminate their civil relationship.
9.Business English Contracts need the strong logicality and the careful thinking in content.
10.As a kind of practical English style，the international business contract has not its unique stylistic features.
Ⅱ.Answer the following questions.
1.What is a business contract?
2.How is a business contract established formally?
3.What necessary sections are often seen in a business contract?
4.How should we understand the writing principles of business contracts?
Ⅲ.Translate the following sentences into Chinese.
1.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.
2.Within 30 days after the signing and coming into effect of this contract，the Buyer shall proceed to pay the price for the goods to the seller by opening an irrevocable L/C for the full amount of USD 30，000 in favor of the Seller through a bank at import port.
3.The contract 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.
4.In the event the Buyer does not furnish the seller with shipping instruction on or before August 17，1987，the Seller may at his option cancel this contract and demand the Buyer to pay any damages he has sustained on account of such failure of the Buyer to give such instructions.
Ⅳ.Writing practice.
Please draft a sales contract.