AGREEMENTS AND CONTRACTS 协议和合同

AGREEMENTS AND CONTRACTS
     协议和合同

     Introduction

     A contract is founded on agreement, and agreement arises from offer and acceptance. One person makes an offer, another person accepts that offer. When that has happened, there is a contract.
     A contract sets forth binding obligations of the parties concerned. It should be detailed and specific, giving all the terms and conditions agreed upon. Once entered into, a contract is enforceable by law. Any party who fails to fulfil his contract obligations may be sued and ordered to make a compensation. In other words, contract has lawful effects which bind the relevant parties to perform their duties.

Ⅰ. Agency
     代理

1. Asking to be Sole Agency
     请求当独家代理

Dear Sirs,

     We understand from E/E Corporation of New York City, U.S.A. that you are looking for a reliable firm with good connections in medical equipment trade to represent you in North America.

     Having had experience in marketing medical equipments, we are familiar with customers' needs and are confident we could develop a good market for you in North America. We have spacious and well-equipped showrooms and an experienced staff of sales representatives who could push your business effectively.

     We should be pleased to learn that you are interested in our proposal and on what terms you are willing to conclude an agency agreement.

     For general information concerning our credit standing and integrity in the trade we suggest you refer to E/E Corporation.

     Yours faithfully,

(Reply)
     Dear Sirs,

     After a careful consultation with E/E Corporation, New York and a friendly discussion with Mr. Green, the manager of your corporation, we have decided to entrust you with the sole agency for our Type MD-4 ×× Brand Medical Device in the territory of North America.

     The appointment will be for a trial period of twelve months in the first instance. We shall pay you a commission of 5% on the net value of all sales against orders received through you.

     If you will confirm these terms we will arrange for a formal agreement to be drawn up and, when this is signed, prepare a circular for distribution to our customers in North America, announcing your appointment as our agents.

     Yours faithfully,

     Notes

1. represent v.t. 代表，代理

2. spacious adj. 广阔的，宽敝的，广大的 3. consultation n. 咨询，磋商

4. entrust v.t. 委托，托付
     entrust sb with sth 委托某人做某
     entrust sth to sb 把某事委托某人
     In view of the fact that the premium rate you quoted is reasonable, we have decided to entrust your company with the insurance of this shipment. 鉴于你方所报的保险费率合理，我们决定委托你公司承保这批货。
     We have entrusted the matter to our representative, who will have a discussion with you. 我们已将此事委托我们的代表和你方商谈。

5. in the first instance 首先；起初

6. draw up 写出；拟出；草拟；制订

7. circular n. 通函

2. Sole Agency Agreement
     独家代理协议书

     This Sole Agency Agreement is entered into through friendly negotiations between China National ××× Import and Export Corporation, Xi'an, China (hereinafter called Party A), and ××× Company, New York, U.S.A (hereinafter called Party B) on the basis of equality and mutual benefit to develop business on the terms and conditions set forth below:

     (1) Party A agrees to appoint Party B to act as its Sole Agents in the territory of North America for the sale of Type MD-4 ×× Brand Medical Device.
     (2) Price:
     Party B is under obligation to push sales energetically at the price quoted by Party A. Each transaction is subject to Party A's final confirmation.
     (3) Quantity:
     During the under-mentioned period, Party B shall place orders with Party A for not less than 6,000 sets of Type MD-4 ×× Brand Medical Device. Party B shall order at least 3,000 sets in the first six months from the date of signing this agreement. Should Party B fail to fulfil the above-mentioned quantity (namely 3,000 sets) in this duration, Party A shall have the right to sell the goods under this agreement to other customers in North America. In case Party B places orders for less than 1,000 sets in three months from the date on which the agreement is signed, Party A shall have the right to terminate this agreement by giving notice in writing to Party B.
     (4) Payment:
     Payment is to be made by confirmed, irrevocable letter of credit, without recourse, available by sight draft upon presentation of shipping documents. The Letter of Credit for each order shall reach Party A 30 days before (prior to) the date of shipment. Should Party B fail to establish the Letter of Credit in time, any loss or losses including bank interest, storage, etc. which Party A may sustain shall be borne by Party B.
     (5) Commission:
     Party A agrees to pay Party B a commission of 5% (five percent) on FOB value of orders. The commission is to be paid only after full payment for each order is received by Party A. As stated in Article (3) of this agreement, no commission shall be paid on orders secured and executed by Party A itself.
     (6) Reports on Market Conditions:
     Party B shall have the obligation to forward once every three months to Party A detailed reports on current market conditions and on consumers' comments. For Party A's reference, Party B shall, from time to time, forward to Party A samples of similar commodity offered by other suppliers, together with their prices, sales position and advertising material.
     (7) 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 drafts and/or drawings intended for such purposes for prior approval.
     (8) Validity of Agreement:
     This Agreement, when duly signed by the parties concerned, shall remain in force for one year to be effective as from January 1,1998 to December 31,1998. If a renewal of this Agreement is desired, notice in writing should be given by either party within one month prior to its expiry. Should one of the parties fail to comply with the terms and conditions of this Agreement, the other party is entitled to terminate this Agreement.
     (9) Arbitration:
     All disputes arising from the execution of this Agreement shall be settled through negotiation between both parties. In the event that no settlement can be reached, the case in dispute shall then be submitted for arbitration to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade, Beijing, in accordance with the Provisional Rules of Procedure of the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade. The decision made by this Commission shall be regarded as final and is binding on both parties.
     (10)Other Terms & Conditions:
     a. Party A shall not supply the contracted commodity to other buyers in the above-mentioned territory. Direct enquiries, if any, will be referred to Party B. However, should any other buyers insist on dealing direct with Party A, Party A shall have the right to do so. In the latter case, Party A shall send to Party B a copy of relevant S/C and reserve … per cent (…%) commission for Party B on the net invoice value of the transactions concluded.
     b. Should Party B fail to send their orders to Party A for a minimum of … for a period of …months, Party A shall not be bound to this Agreement.
     c. For any business transacted between governments of both parties, Party A shall have full right to handle such direct dealings as authorized by Party A's government without binding themselves to this Agreement. Party B shall not interfere with such direct dealings, nor shall Party B bring forward any demand for compensations or commission-thereof.
     d. Other terms and conditions shall be subject to those specified in the formal S/C signed by both parties.

     This agreement is made out in quadruplicate, each party holding two copies.

     Party A (Supplier) Party B (Agent)

     Notes

1. sole adj. 单独的；唯一的
     have the sole right of selling sth. 有独家经销某货物的权力

2. agency n. 代理；代理处，代理商，代理机构
     agent n. 代理商
     agents n. 代理商；代理机构
     sole agency (or: agent agents) 独家代理
     agency agreement 代理协议
     agency commission 代理佣金 3. fulfil v.t. 履行（诺言、责任等）
     fulfil duty 履行义务

4. terminate v.t. 终止；结束
     terminate a contract (or: an agreement) 终止合同（协议）

5. recourse n. 追索权
     with (without) recourse 有（无）追索权的

6. advertising & publicity expenses 广告宣传费用

7. aforementioned adj. 上述的，前面所谈及的
     8. duration n. 期间，持续时间
     The duration of the maintenance of these machines is one year. 这些机器的保修期为一年。
     Please rest assured that for the duration of the agreement, we shall do our utmost to meet your requirements. 请确信在协议有效期间，我们将尽最大努力满足你方的需求。

9. renewal n. 更新；恢复，延长；（契约等的）展期

10.entitle v.t. 给……权利（或资格）
     entitle sb to do sth 给某人做某事的权利
     Party B is not entitled to change the price quoted by Party A, but a proposal in connection with the price is acceptable. B方无权更改A方所报价格，但是有关价格的建议是可以接受的。

3. Exclusive Sales Agreement
     包销协议

     Through friendly negotiations, this Agreement is entered into between China National ××× Import and Export Corporation, Jiangxi, China (hereinafter called Party A), and ××× Company, Russia (hereinafter called Party B) on the following terms and conditions:

     (1) Party A entrust Party B with the exclusive sales in the territory of Russia for "YAYA" Brand Down Coat. This Agreement is valid from 1st September, 1998 to 31st August, 2000.
     (2) Quantity: During the above-mentioned period, Party B shall endeavour to push sales of not less than … of "YAYA" Brand Down Coat, the quantity of which should be spread over quarterly periods in approximately equal proportions.
     (3) During the validity of this Agreement, Party A refrain from offering the above-mentioned goods to other merchants with any place of Russia as place of destination, while Party B undertake to refrain from purchasing, pushing sales of or acting as agents for the commodity of other suppliers same as or similar to that stated in Article 1 and guarantee not to tranship in any way the said goods supplied by Party A to any area, where exclusivity or sales agency has been granted by Party A. If any violation of the above is found, Party A have the right to cancel this Agreement.
     (4) Should other buyers in the territory under exclusivity approach Party A for the purchase of the above-mentioned goods, Party A should refer them to Party B. If such buyers insist on concluding business direct with Party A, Party A may do so. Party A may likewise conclude business with Russian buyers who come to visit China or attend the Chinese Export Commodity Fair at prices not lower than those quoted to Party B. In the above event, Party A agree to reserve for Party B a commission of 1% on the basis of FOB value of the business thus concluded and send a copy of the relative contract to Party B.
     (5) During the period of this Agreement, both parties should strictly abide by the terms and conditions of this Agreement. In the event of any breach of them by one party, the other party are entitled, when necessary, to claim the termination of this Agreement.
     (6) Party B should be responsible for the sending of reports every month to Party A for their reference, setting forth local market conditions of the said goods (including details of price level and demand for variety in articles).
     (7) This Agreement is not binding on inter-government (autherized state enterprises and cooperatives in the nature of a stateowned enterprise) tenders and barter transactions of any nature.
     (8) At its expiration, the termination or renewal of this Agreement will be decided by both parties through negotiation.
     (9) This Agreement is made out in Chinese and Russian languages, both texts being equally binding. One copy each is kept by either party.

     Party A Party B
     April 1,19..

     Notes

1. exclusive adj. 专卖的；独占的
     exclusive sales 专卖；包销
     exclusive selling right 专卖权；独家经销权；包销权
     exclusive use 专用
     exclusive distribution 总经销（商）
     exclusive economic zone 专属经济区
     exclusive lines 专卖品
     exclusive license 独家专利权

2. spread over ph.v. 在时间上延续
     Buyers propose to pay for the goods by instalments spread over twelve months. 买方打算分12个月偿付贷款。

3. refrain v.i. 抑制，制止（后接介词 from）

4. violation n. 违背，违反，触犯
     act in violation of the stipulations 违反条款
     Owing to your violation of contract, we have to lodge a claim against you. 由于你方违约，我方不得不向你方提出索赔。

5. likewise adj. 同样的；照样地

6. breach n. 违反，违背
     a breach of contract 违反合同
     a breach of agreement 违反协议
     a breach of promise 违背诺言
     We are sorry to inform you that you have committed a breach of international practice. 遗憾地告知你方，你方违背了国际惯例。
     breach v.t. 违背，违反
     Both parties should not breach the contract without good reasons. 没有充足的理由，双方均不得违约。

7. abide v. 遵守（后接介词 by）
     We assure you that we will abide by all the rules and regulations. 我们向你们保证遵守所有的规章制度。
     We insist that you abide by the contract. 我们坚持要求你方遵守合同。

8. set forth ph.v. 阐明，阐述；陈述
     The reasons for our claim were set forth in our previous letters. 我方索赔的理由已在前几次去信中阐明。
     We have pleasure in advising you that we have completed the shipment of your Order No. 345 in accordance with the stipulations set forth in Letter of Credit No. 789. 很高兴通知你方，我们已按照信用证789号的规定将你方订单345号的货物装运完毕。 9. inter-government adj. 政府之间的

10. authorized adj. 公认的；审定的；核准的
     authorized capital （公司被批准发放的）股额，公认资本，核定股本，额定股本
     authorized cooperatives in the nature of a state-owned enterprise 政府授权的国有企业性质的合作社
     authorize （也可拼写为 authorise） v. 授权，准许
     This payment had not been authorized. 这笔付款尚未获批准。
     The company had authorized him to settle business on the sport. 该公司已授权他当场决定交易。
     The delegation is authorized to appoint an agent in Beirut. 该代表团受权在贝鲁特指定一家代理人。

11. expiration n. 满期；届期；截止；告终
     at the expiration of one's term of office 在任职期满时

12. make out 缮制；拟写
     make out a contract 缮制合同

     Exercise

1. Choose the right choice:

(1) We need an agent in that district to help us to ____ our products.
     a. market
     b. send
     c. sell
     d. buy
     (2) It is our hope that, after proving our ability to dispose of large quantities, you will appoint us as an ____.
     a. sell agent
     b. selling agent
     c. sale agent
     d. exclusive agent
     (3) We are not ____ in your country now and would very much like to work an arrangement with you. We can provide our references from leading banks.
     a. buying
     b. represented
     c. selling
     d. exporting
     (4) After careful consideration, we have decided to entrust you ____ the sole agency for our products in the territory of South Asia.
     a. of
     b. for
     c. with
     d. about
     (5) Both of the parties hope that after the trial period is over, the agreement ____.
     a. is made
     b. is continued
     c. expands
     d. extends
     (6) Please send us an indication of the conditions under which we can ____ your company in Brazil.
     a. represent
     b. work as an agent
     c. handle
     d. be on behalf of
     (7) The general agent has ____ to take care of the advertising and publicity.
     a. entitled
     b. authorized
     c. been entitled
     d. entrusted
     (8) We would like to know on what terms you are willing to ____ an agency agreement.
     a. come
     b. conclude
     c. agree
     d. arrange

2. Translate the following stipulations in agency agreements:

     (1) Transactions with Governmental Bodies: Transactions concluded between governmental bodies of Party A and Party B are not restricted by the terms and conditions of this agreement, nor shall they be considered as the target fulfilled by Party B under this agreement.
     (2) Party B shall undertake to supply Party A once every three months with a market report in writing on prevailing market conditions as well as customers' comments on quality, packing, and price etc. of the bicycles under this agreement. If there is any particular change of local import regulations, Party B shall notify Party A at once.
     (3) In case of a breach of any of the provisions of this agreement by one party, the other party shall have the right to terminate this agreement forthwith by giving notice in writing to its opposite party.