Thông tin tài liệu
NGUYEN TRONG DAN
11(11 3
HONG TIMING MAI
QUtit TE
Xueit bcin
lein
this 6
International
Trade Contracts
6t
h
Edition
NHA XUAT
BAN LAO DONG
HA NOL 2007
Thu' tit g6p
y
xin
GS.TS. Nguygn Trong Dan
DTDD: 0904 055 077
Email: dhannte,fpt.vn
Tac
gi6 gilt
bgn
quye'n
© Copyright by the author
2
Preface
This book is intended to provide commerce students of international
trade and other readers with guidelines to the language of international
trade contracts as the name of the book suggests.
Despite the difficulty and complexity of the subject matter, the language
used in the book is straightforward and readily understood.
The book contains 11 parts. The first eights parts deal with legal aspects
and give examples of authentic language used to illustrate them. At the
end of each part, there are comprehension questions so that the students
can check their understanding. In the footnote from Part 1 to Part 8, four
or five words and/or expressions are listed with their context meanings
in Vietnamese.
Part 10 gives examples of authentic contracts from various Vietnamese
and foreign trading corporations. All of these contracts are bilingual:
English and Vietnamese. Part 11 includes the ICC Model Sale contract
and the remarks made on each individual provision in the light of the
civil code of the SRVN regarding civil contracts.
Although every effort has been made to ensure the reliability of the
information in the book, for readers of the book, the author is not
responsible for any losses resulting from using this book or specimen
contract clauses taken from therein. Before signing a contract, business
persons should take appropriate legal advice.
As mentioned the subject matter is very difficult and complicated, errors
and mistakes might have been made here and there in the book.
Constructive suggestions and corrections are, therefore, highly
appreciated.
Prof. Dr. Nguyin Trong Dan
Hanoi, 2007
3
Acknowledgements
I would like to express my many thanks for Directing Board of the
Foreign Trade University for their help and assistance during the
preparation and production of this book.
I also would like to express my sincere thanks for my colleagues at the
English Department of the Foreign Trade University for their long and
kind co-operation in the making of this book.
I am deeply indebted to my Australian Collegue, Mr. Timothy Maxwell
Clemons for his valuable suggestions, comments, criticism and
correction during the development of this book.
I am also deeply indebted to all Vietnamese and foreign import and
export organizations and commercial services to their assistance and
permission for reproduction of their contracts and documents.
As always I wish to express my special thanks to my wife and my
children for their understanding and encouragement throughout the
preparation of this book.
I would like to thank Mr. Nguyen Van Chau, BMA, Researcher, at the
Foreign Trade University for his deligence shown in proofreading of the
book and for all other things that he has done on my behalf so that the
book would have been made possible for the first edition.
Finally, I also would like to thank all of my friends and former students
for their assistance in providing the contracts and their translation.
Prof. Dr. Nguyin Trong Dan
4
Contents
Page
PREFACE
3
ACKNOWLEDGEMENTS
4
CONTENTS
5
BIBLIOGRAPHY
7
HOW TO WORK WITH THE BOOK
9
THE RELATIONSHIP BETWEEN THE LAW AND THE CONTRACT
11
1.
BRIEF INTRODUCTION TO THE LAW AND THE CONTRACT
11
2.
THE RELATIONSHIP BETWEEN THE LAW AND THE CONTRACT
11
3.
EUROPEAN (CONTINENTAL) LAW AND ANGLO - AMERICAN
LAW
13
4.
THE APPLICABLE LAW
17
5.
SOME SPECIMEN CLAUSES
21
6.
COMPREHENSION QUESTION
22
THE LANGUAGE OF CONTRACT IN ENGLISH
25
1.
THE CONTRACT SENTENCE
25
2.
THE LANGUAGE OF ANGLO-AMERICAN CONTRACTS
31
3.
THE CLAUSES PATTERN IN CONTRACT ENGLISH
33
4.
THE PASSIVE FORM
37
5.
COMPREHENSION QUESTIONS
38
INTERPRETATION OF THE CONTRACT
43
1.
THE ENTIRE AGREEMENT AND THE CONTRACT DOCUMENTS
43
2.
THE WHEREAS - RECITAL
45
3.
DEFINITIONS
47
4.
SOME SPECIMEN DEFINITIONS
49
5.
COMPREHENSION QUESTIONS
50
Part 4 THE PARTIES TO A CONTRACT
54
I.
THE NAMES OF THE PARTIES TO A CONTRACT
54
2.
THE SIGNATURE
55
3.
THE ASSIGNMENT OF RIGHTS AND DUTIES
57
4.
COMPREHENSION QUESTIONS
58
Part 5 GOODS AND DELIVERY, PRICE AND PAYMENT
61
I.
SCOPE AND DELIVERY
61
2.
PRICE AND PAYMENT
69
3.
COMPREHENSION QUESTIONS
72
Part 6
THE DEFECT AND THE LIABILITY
75
I. WARRANTY AND GUARANTEE
75
2.
THE DEFECTS LIABILITY PERIOD
76
3.
REMEDY
77
4.
THE TIMING OF THE DEFECTS LIABILITY PERIOD
79
5.
WHO PAYS FOR CLAIMS UNDER WARRANTY?
80
6.
DEFECTS LIABILITY AND MAINTENANCE
81
Part 1
Part 2
Part 3
5
7
- COMPREHENSION QUESTIONS
82
Part 7 BREACH OF CONTRACT
87
I.
LIQUIDATED DAMAGES AND PENALTIES
87
2.
LIQUIDATED DAMAGE: PROBLEMS
88
3.
TERMINATION
91
4.
THE LIMITATION OF LIABILITY
93
5.
COMPREHENSION QUESTIONS
99
Part 8 FORMATION OF CONTRACTS
104
I.
SOME LEGAL ASPECTS
104
2.
THE OFFER
108
3.
THE PURCHASE ORDER
109
4.
ACCEPTANCE OF ORDERS
109
5.
GENERAL CONDITIONS
109
6.
ECE GENERAL CONDITIONS
110
7.
APPLICABILITY
110
8.
GENERAL NOTE ON NEGOTIATION
111
9.
COMPREHENSION QUESTIONS
111
Part 9 THE INDUSTRIAL PLANT CONSTRUCTION CONTRACT
114
1.
UNPACKAGING, TENDERING AND NEGOTIATION
114
2. THE PARTIES
117
4.
THE EMPLOYER'S DUTIES: PRICE AND PAYMENT
122
5.
VARIATION
123
6.
TEST AND INSPECTIONS
126
7.
AN EXAMPLE OF A SUPPLY CONTRACT TO DELIVER AND
INSTALL MACHINERY (BILINGUAL)
129
Part 10 EXAMPLES OF CONTRACT
231
I.
CONTRACT FOR RICE
231
2. CONTRACT FOR LUBRICANTS
241
3. ABC CORPORATION'S CONTRACT
249
4. CONTRACT FOR GARMENT PROCESSING
260
5. CONTRACT FOR DISTRIBUTORSHIP AGENCY
273
6. JOINT VENTURE CONTRACT
306
7. SALES AND PURCHASE CONTRACT 1
322
8. SALES AND PURCHASE CONTRACT 2
334
Part 11 ICC MODEL CONTRACT FOR THE SALE OF GOODS
340
I.
THE ENGLISH VERSION OF THE CONTRACT
340
2.
THE VIETNAMESE VERSION OF THE CONTRACT
354
3.
MODEL CONTRACT FOR THE SALE OF GOODS AND THE CIVIL
CODE OF VIETNAM
369
APPENDIX
385
- CONG 1.fric
VIEN 1980
385
2
HOP DOING MUA BAN TAI SAN THEO LUAT DAN SVCOA NUOC
CONG HOA XA HOI CHU NGHIA VIET NAM
428
6
BIBLIOGRAPHY
Anderson, Ronald A.
Business
Law. Cincinati: South Western 1980.
Black, H. C. Black's Law
Dictionary.
5
th
ed. St Pault: West. 1979.
Dy, Nguyen Duc, et al.
Tt? di en ngoai
Throng Dai hoc Ngoui
thtrong, Ha NOi. 1985.
Dy, Nguyen Dile.
Tit dien gidi nghia kinh to kinh doanh,
NXB Khoa
hoc va Ky thuat. 1996.
Dam, Nguyen H6ng.
Van tdi ngoai thumg.
Throng Dai hoc Ngoul
thtrang. 1987.
Dan, Nguyen Trong.
Ngorr ngi? hop dong thu'ung mai Anh My.
Sinh
hoat khoa hoc trubng Dal. hoc Ngoai thtrong. 1993.
Dan, Nguyen Trong.
Cau, menh
de
va ngi? trong hop eking thuzing
mai quae
re'. Ky
y6u HOi nghi Khoa hoc 1c'T ni4rn 30 nam Vien ngOn ngir
hoc V* Nam. 1993.
Dan, Nguyen Trong.
The language of business correspondence in
English.
NXB Gido duc. Ha NO. 1992.
Groner, Sammel B.
Modern Business Law.
Reston. 1983
Mc (Draw Hill - 1992. Gifis, Steven H.
Law Dictionary,
Third Ed.
New York, 1992.
Nguyen Th6 et al.
Ter
dien Phap luat Anh Viet.
NXB KHXH.
1992.
Federation Internationale des Ingenieurs (FIDIC):
Conditions of
Contract
-
1987
International Chamber of Commerce:
+ Force Majeure and Hardship.
Paris. ICC. 1984.
7
+
Guide to Penalty and Liquidated Damages Clauses.
Paris
ICC. 1990.
+
Incoterms -
Paris ICC. 2000.
+
Model forms for Issuing Contract guarantees
Paris. ICC - 1992.
+
Rules of Concilliation and Arbitration.
Paris. ICC. 1988.
Ma, Nguyen Thi va Thiet, Hoang Van.
Phap ly dai cumig.
TriOng
Dai hoc Ngoai thuong.
NOi. 1991
Ma, Nguyen Thi va
Hoang Van:
Nhil'ng van
de
phap li trong
ngoai thumg.
TrtOng Dai hoc Ngoai diming. 1996.
Pinnels, James.
International Procurement Contracts.
Prodec.
Helsinki. 1991.
Sanderson, Steve. Ed.
Standard Legal Forms and Agreements for
Canadian business.
Canada 1989.
Staple, James G. et al.
"Know - how in the united States" in the know
- how contract in Germany, Japan and the United States
Ed. Herbert Stumpf Deventer:
Kluwer. 1984.
Tixu, Vu Hiru.
Tdchdc ky thugt Ngoai thurnig.
Trtthng Dai hoc Ngoai
thuang. Ha NOi, 1991.
White, James, et al -
Uniform Commercial Code.
St Paul West. 1980.
Trinh, Dinh Xuan.
tay thank loan Quo
.
c
Trubng Dai hoc Ngoai
thtrong
Ha
NO. 1991
Bo
lugt Dan su' dia nu& Cong hoa xar 110i chi nghig Viet Nam.
Vietnam Law & Legal Forum.
1996.
Ludt thumig mai cua niffrc COng hoa xd hgi chi nghra Viet Nam.
1996.
Legal writings on Foreign Investment in Vietnam.
SCCI. 1992.
COng uOc Vien 1980
ye
Hop (long mua ban QuCic to Paris. 1980.
8
HOW TO WORK WITH THE BOOK
This book is, as mentioned, meant to be used, firstly by commerce
students at the Hanoi Foreign Trade University and otber business
persons. The focus of the book is on both the language and other legal
aspects of contracts.
Anyone who wishes to use the book effeciently should, first of all, attain
a fairly advanced level of English and then have a good understanding of
such key subjects as:
-
Laws applied to international business operations
-
Foreign Trade Organizations and Techniques
-
International Payment
-
Shipping, Transport and Insurance.
In order to understand, at the beginning, and be able to apply the contract
terms and conditions, the students, readers and users are required to work
through the book starting from Part I.
The working phases are recommended as follows:
Phase 1:
-
Understanding technical terms
-
Being able to analyze clause structure
-
Understanding every single grammatical unit.
Phase 2:
-
Understanding legal and technical aspects as explained in each
part
-
Reading sample provisions
-
Reading and understanding short contracts, and then long ones
Phase 3:
- Translating some simple short contracts into Vietnamese, and
comparing them with the ones provided in the book
-
Drafting short provisions, and then long ones
- Drafting a contract
- Discussing it with someone who is an authority on the subject
matter.
In the course of using this book, it should be kept in mind that laws are
constantly changing and it is the drafter, not the author of this book, who is
responsible for the effectiveness of the drafted contract clauses or the
contract itself. It is, therefore, essential and vital that the students, users
and readers should have a good command of English and a comprehensive
knowledege and experience in international business.
Prof. Dr. NGUYEN TRONG DAN
2007
10
Ngày đăng: 22/03/2014, 10:20
Xem thêm: Hơp đồng thương mại quốc tế pdf, Hơp đồng thương mại quốc tế pdf