Business Chinese(12)“Sign a Contract “


12课 我们什么时候签合同
Lesson 12 When shall We Sign the Contract


一.重点词语 I. Key words

达(dá)成(chénɡ)协(xié)议(yì)/一(yí)致(zhì)      To reach/arrive at an agreement

分(fēn)歧(qí) disagreement

合(hé)同(tonɡ) contract

草(cǎo)案(àn) draft

修(xiū)改(ɡǎi) modify/revise

效(xiào)率(lǜ) efficiency

一(yì)式(shì)两(liǎnɡ)份(fèn) in duplicate/ two copies in one

条(tiáo)款(kuǎn) item/article/clause

生(shēnɡ)效(xiào) to take effect

违(wéi)约(yuē) to break a contract

违(wéi)反(fǎn) violate

违(wéi)法(fǎ) to break the law

犯(fàn)罪(zuì) to commit crimes

争(zhēnɡ)议(yì) dispute

和(hé)气(qì)生(shēnɡ)财(cái) cheek brings success

起(qǐ)草(cǎo)/草(cǎo)拟(nǐ) draft

造(zào)成(chénɡ) to causecause

快(kuài)递(dì) Express delivery

特(tè)快(kuài)专(zhuān)递(dì) express mail ervice (EMS)

           顺(shùn)丰(fēnɡ)快(kuài)递(dì) SF Express

           敦(dūn)豪(háo)快(kuài)递(dì) DHL Express

           联(lián)邦(bānɡ)快(kuài)递(dì) FedExpress


二.思考题 Questions for consideration


  1. 在起草合同时:
  2. 在检查合同时:
  3. 必须规定哪些违约的责任?

In international trade, contracts are of significance. In order to ensure the comprehensiveness and accuracy of the contract and avoid problems in the performance of the contract, what issues need to be paid attention to:

  1. When drafting the contract:
  2. When checking the contract:
  3. What responsibilities for breach of contract must be stipulated?

(可以参考下面的三: 国际贸易合同样本)


三. (英中)国际贸易合同样本 (供参考)

    International Trade Contract sample (in English and Chinese) (for reference)



                                                                       No. 2021-XX-XX-c

This contract is made on XX of XX, 2021.

The Buyers 买方:                                                    
Add. 地址:                                                            
Tel 电话:                                   

The End User 最终用户单位:
XXXXXX Co.Ltd     XXXXXX有限公司)
Tel 电话:                                   

The Sellers 卖方:                             
Add. 地址                                
Tel 电话:                                   

This Contract is made by and between the Buyers and the Sellers whereby the Buyers agree to buy and the Sellers agree to sell the under mentioned commodity according to the terms and conditions stipulated below:


Commodity Specifications



Unit Price

Total Amount

English name英文名称:                 
Chinese name中文名称:                      














Total Value

CIP Beijing Airport USD

     2 COUNTRY OF ORIGIN 原产国                                           

          MANUFACTURERS 制造商                                           

      3 ACKING: To be packed in new strong case(s)/carton(s), suitable for long distance ocean/air and inland transportation, and change of climate, well protected against rough handling ,moisture, rain, corrosion ,shocks and freeze. If the package used wooden case(s), must be labeled with IPPC mark .The Sellers shall be liable for any damage and loss 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 Sellers in regard to the packing.


      4 SHIPPING MARK: The Sellers shall mark on the four adjacent sides of each package with fadeless paint the package number, Contract No., Port of Destination, gross weight, net weight, measurement and the wordings: “KEEP AWAY FROM MOISTURE” “HANDLE WITH CARE”. “THIS SIDE UP” etc. the lifting position , and the shipping mark:                       


        5 IME OF SHIPMENT: Within 3 months after receive the LC OR Within 60 days after receive the delivery notice,




        8 INSURANCE: TO be covered by the Sellers after shipment.


       9 PAYMENT : 100% L/C at sight, 90% of invoice value against shipping documents, 10% of invoice value against acceptance report signed and stamped by the end users (XXXXXXXXXXXX) and the buyer.


         OR:90% of contract value will be paid by TT within 5 working days after the commodity arrived the end user’s site, 10% of contract value will be paid by TT within 5 working days against the installation acceptance report signed and stamped by the end users(XXXXXXXXXXXX).

        10 DOCUMENTS 文件要求

               10.1. The Sellers shall present the following documents to the negotiating bank for negotiation.

  1. Air-freight: One original and three copy of airway bill marked Freight Prepaid and consigned to the Buyers
  2. Manually Signed Commercial Invoice in 3 originals and 3 copies indicating L/C No., Contract No. and Shipping Mark, made out in details as per the relative contract.
  3. Packing List in 3 originals and 3 copies issued by the Manufacturers or Sellers
  4. Certificate of Quality and Quantity /Weight in 1 original and 1 copy issued by the Manufacturers or Sellers.
  5. Full Set(included 1 original and 1 copy )of Insurance Policy, covering Air Transportation 110% of invoice value against all risks and war risks.
  6. Copy of fax/email to the Buyers advising particulars of shipment immediately after shipment is made.

                10.1. 卖方必须提交如下单证到银行议付。

  1. 空运:一份标明运费已付、收货人为合同买方的空运正本提单及3份副本
  2. 手工签署的商业发票3份正本和3份副本,包括信用证号、合同号、唛头,发票金额为合同全部金额
  3. 由制造商/卖方出具的3份正本和3份副本装箱单
  4. 制造商或卖方出具的质量和数量/重量证书 1份证书,1份副本
  5. 全套(包括1份正本和1份复印件)保险文件,保险金额为110%发票金额,包括所有运输和战争风险。
  6. 起运后的通知买方的传真或邮件扫描件
    1. 10.2 The Sellers shall, within 2 days after shipment, send by fax or email one set of the aforesaid documents to Buyers  


               10.3 The number and contents of the documents shall be complete and correct. If the Buyers fail to pass the Customs and       take over the goods in time due to the Sellers not having provided the documents specified as above, all losses shall  be borne by the Sellers.


        11 GUARANTEE OF QUALITY 质量保证

             The Sellers guarantee that the commodity hereof is made of the best materials with first class workmanship, brand new and unused, and complies in all respects with the quality and specifications stipulated in this Contract. The guarantee period shall be 12 months counting from the date of final acceptance of the goods.   

        12 CLAIMS 索赔  

             Within 90 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers shall, on the strength of the Inspection Certificate issued by China Entry-Exit Inspection And Quarantine Bureau(CIQ), have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. As regards quality, within 12 months from the date of final acceptance of the goods, should damages occur in the course of operation because of inferior quality, poor workmanship or inferior material used, the Buyers shall immediately notify the Sellers in writing and put forward a claim supported by Inspection Certificate issued by China Entry-Exit Inspection And Quarantine Bureau(CIQ). The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers’ claim shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers’ expenses. If the Sellers fail to answer the Buyers within one month after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.

        13 FORCE MAJEURE 不可抗力  

             The Sellers shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force Majeure, such as war, serious fire, flood, typhoon, and earthquakes, or other events agreed upon by both parties, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers for their acceptance a certificate of the accident issued by the Competent Government Authorities where the accident occurs 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.

        14 LATE DELIVERY AND PENALTY 迟发货及违约 

              Should the Sellers fail to make delivery in time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 13 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers shall have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay.

        15 CONFORMITY 一致性

            The Invoice, Packing List and other documents issued by the Seller under this contract must be strictly in conformity with the contract . Also, The commodities delivered by the Sellers under this contract, must be strictly in conformity with the contract Invoice and Packing List in terms of specification, technical indices, quantities and price. Should the Sellers fail to abide by this stipulation, the Sellers shall take their own responsibility for all the consequences arising thereof.

        16 TAXES AND DUTIES 税款

           16.1.  All taxes arising outside of China in connection with the execution of this Contract shall be borne by the Sellers.
           16.2.  All taxes in connection with, and in the execution of this Contract to be levied by the Government of the P.R.C. on the Buyers in accordance with the tax laws in effect shall be borne by the Buyers.

        17 ARBITRATION 仲裁

             All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may 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 Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee 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. Arbitration fee shall be borne by the losing party.

        18 APPLICABLE LAW: The contract shall be interpreted in accordance with the laws of the P.R.C.


        19  SPECIAL PROVISIONS 特殊条款
             The attachment(s) shall be considered integral part(s) of this contract.

                Should any of the contents of the Contract be amended and /or supplemented by mutual agreement , addendum in written notice to the Contract shall be signed by both parties and shall form an integral part of the Contract.

        20 Confidentiality 保密条款
             The parties acknowledge and agree that the terms and conditions hereto are confidential and neither party may disclose any of such information without the prior written consent of the other party.



Signature 签字




Signature 签字







Specification & Model