American Contract Law

American Contract Law

I．Explain the following terms.

1. offer

a. Restatement（Second）of Contract: manifestation（表示）of willingness to enter into a bargain, so made as to justify another person in understanding that his assent（同意）is invited and will conclude（缔结）it.

订立合同的意思表示, 如此做出的表示使另一当事人合理地认为希望他接受并订立合同。

b. Paul Richards’ definition

An offer is an expression of a willingness to contract on certain terms made with the intention that a binding agreement will exist once the offer is accepted.

要约是根据一定的条款订立合同的意思表示,旨在使要约一旦得到承诺便成立有约束力的协议。

2. consideration

A condition can be defined as an event, the occurrence or non-occurrence of which gives rises to or extinguishes a duty.

Section 224 of the Restatement defines the term more narrowly as “an event, not certain to occur, which must occur, unless its non-occurrence is excused, before performance under a contract becomes due. ”

4 acceptance

A final unqualified expression of assent to all the terms of an offer.（Unqualified: unlimited 无限制,完全的.）对要约全部条件最终完全同意的意思表示。

5.contract

a. Restatement（second）of Contract: A contract is a promise, or a set of promises, for breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.

契约为一个允诺或一组允诺。违反此一允诺时，法律给予救济；或其对允诺之履行，法律在某些情况下视这为一项义务。

b. definitions given by scholars

1. Anson（Law of Contract）:A legally binding agreement made between two or more persons, by which rights are acquired by one or more to acts or forbearances on the part of the other or others.

合同是两方或以上的当事人订立的具有法律约束力的协议，一方或一方以上的当事人籍此取得从事某事的权利，或对方当事人负有不作为的义务。

2. G. C. Lindsay（Contract,3rd.ed.）

A contract is a legally binding agreement between two or more parties or a set of legal binding promises made by one party or more.

合同为两个以上当事人之间具有法律约束力之允诺，或由一方或一方以上的当事人所为一组具有法律约束力的允诺。

6.express condition

An express condition is one that is created by the terms of the contract. Express condition will be found only if the contract states that an event must occur before a duty is to arise.A condition will not be labeled “express” unless the parties’ intent that it operates as a condition is expressed in clear language. This may be done by use of words of condition such as “provided that,” “upon the condition that,” “subject to” or “if”

7.implied condition

Implied conditions are found in contracts where the terms of the contract clearly indicate that one party must do

something to permit or facilitate the performance by the other.

8.precedent condition

Promises which, by the terms of the contract, are to be performed prior in time are ordinarily construed to be conditions precedent to those promises that are to be performed later in time.

A promised performance that requires a period of time, such as painting a house or cutting a lawn, is ordinarily construed as a condition precedent to the promised performance that consists of a single act such as payment of money.

II. Answer the following questions

1. What are the three fundamental causes for the change of the contract law in 20th century? （1）social protectionism. Measures taken to protect an individual from the extremes of commercial and industrial life. Such as a system of national insurance, a national health service.

（2）Consumer protection. In order to protect the consumers’ int erests, the law imposed some conditions on the parties to contract.

（3）Standard-form contract. This form contract is drafted in advance by one party, esp the large enterprise and the clause is not open to negotiate.

2. What are the requirements for an offer ?

a. Manifestation of assent to be bound

Once offer is made, the offeree has the power to form a contract if he accepts the offer in an authorized manner. Offeror must perform what he said in the offer, otherwise he breaches（违反）the contract.

On the other hand, offeree is also bound by the offer. Only he completely accepts the offer, should the offeror be bound by his offer.

b. Certainty of T erms in the Offer

The offer must contain the all of the essential terms of the contract, including the parties, subject matter（标的）, price and time of performance（履行）.

The essential terms vary from contract to contract. Some terms which are crucial in one contract are not very important in another one.

e.g. an interest rate clause is crucial in loan contract, but it is not significant in a contract of sale of house.

c. Receipt of the offer

Restatement: it is essential to a bargain that each party manifest assent with reference to the manifestation of the other.

A contract will be formed only if an offeree has knowledge of the offer at the time of the purported acceptance. Examples: X places a reward offer in the newspaper. Y performs the requested act without knowledge of this offer. Unless Y knew of the existence of the offer, he can’t expect to be protected.

3. What are the excuse of conditions?

Conditions may be fulfilled or excused. Conditions may be legally excused in at least six ways:

（1）By the making of a proper tender which is rejected;

（2）By the failure of a prior condition;

（3）By an anticipatory repudiation（预期违反）of a promise by the other party;

（4）By voluntary disablement（故意不能）or prospective inability（预期不能）of the other party to perform; （5）By waiver（弃权）or estoppel（禁反言）; and

（6）By impossibility of performance of the condition.

4. Can you list the way of communication of acceptance?

The acceptance can be made by words, conduct or in writing. Generally speaking, the acceptance should be made in “authorized medium.”（指定方式）

a. acceptance by promise

In the case of an offer for a bilateral contract, acceptance must be made by return promise. Once the acceptance

is made, both parties are bound by their promises.

b. Acceptance by performance

In the case of an offer for a unilateral contract, the acceptance is made by performance.

c. Acceptance by Silence

The basic rule in all systems is that silence does not constitute an acceptance. The common law has recognized limited exceptions.

5. List the conditions in American contract law.

◆（1）Express conditions

An express condition is one that is created by the terms of the contract. Express condition will be found only if the contract states that an event must occur before a duty is to arise. A condition will not be labeled “express” un less the parties’ intent that it operates as a condition is expressed in clear language. This may be done by use of words of condition such as “provided that,” “upon the condition that,” “subject to” or “if”

◆（2）Implied conditions（默示条件）

Implied conditions are found in contracts where the terms of the contract clearly indicate that one party must do something to permit or facilitate the performance by the other.

◆（3）Constructive conditions（推定条件）

Where no condition is expressed or implied in the terms of a contract by the parties, a court may construe a condition to accomplish a just result. Conditions which are imposed by courts are generally referred to as constructive conditions.

◆（4）Condition precedent（先决条件）

Promises which, by the terms of the contract, are to be performed prior in time are ordinarily construed to be conditions precedent to those promises that are to be performed later in time.

A promised performance that requires a period of time, such as painting a house or cutting a lawn, is ordinarily construed as a condition precedent to the promised performance that consists of a single act such as payment of money.

◆（5）Concurrent conditions（共同条件）

If both promises are capable of being performed simultaneously（同时）and the contract does not require that one occur first, the promises are treated as mutually dependent or concurrently conditioned（相互依存或同时发生的）upon each other.

This term simply describes the situation where neither party has an independent duty to perform because the duty of each is dependent upon the other acting first.

◆（6）Conditions subsequent（后决条件）

It is possible to fashion（做成）a condition so that is extinguished an existing duty of performance rather than giving rise to a duty. Such a condition, by definition, occurs after the duty has already arisen, and can therefore be called a condition subsequent.

6. What is the difference between promise and condition?

（1）A promise is an undertaking or commitment （承诺或许诺）that a certain event will or will not occur in the future.

（2）A condition can be defined as an event, the occurrence or non-occurrence of which gives rises to or extinguishes a duty.

Distinguish promise and condition

Assume that a contract for fire insurance provides that Owner promises to pay a premium（保险费）of $750 and insurance Co. promises to pay for all losses to Owner’s house up to $100,000 if it is damaged or destroyed by fire.

Question: how many promises are there in the contract, what are they?

Is there a condition in the contract, what is it?

Which promise is conditional, which one is unconditional？

X says to Y:“ If you will climb that pole, I will pay you $10.” whereupon Y climbs the pole.

How many promise are there in the unilateral contract? Are they conditional?

X says to Y:“ If you will climb that pole, I will pay you $10 in next Tuesday.”

How many promise are there in the unilateral contract? Is there a condition in the contract? Are they conditional?

7. What are the sub-principles of consideration?

a. consideration may not past.

A paints the outside of B’s house as a volu ntary act while

B is on holiday. When B returns from holiday he is pleasantly surprised by A’s kindness and promises to pay A $50. If B refuse to pay, can A claim his $50?

A consideration for a promise must be given in return for a promise.

Past consideration is no consideration.

b. Consideration must be sufficient though not necessarily adequate.

It is necessary for us to distinguish carefully between “adequate consideration”（充足对价）and “sufficient consideration”.（充分对价）

The former refers to where there was a fair bargain involving an exchange of equal values. The latter refers to where the consideration is legally sufficient to enforce a promise, and this requires only that there be some legal detriment incurred（招致，蒙受）as a bargained exchange for the other pa rty’s promise.

If a house worth $100,000 is sold for $1 that is a sufficient consideration.

III. Read the cases and answer the questions.

1.X promises to pick up Y at the airport at 12:00 noon for which Y promises to pay X $20.

Is X’s act of meeting Y at the airport is___ to Y’s duty to pay.

A. constructive condition

B. condition precedent

C. express condition

2.Father（F）contracts with his adult college student（S）son in which F makes a valid enforceable promise to pay S the sum of $500 per month for four years, provided that if S drops out of school, F’s duty to make payments will cease.

Questions: what is the condition subsequent to F’s duty to pay?

3.S sells B a tractor. The contract provides that S warrants certain features, that B must give notice of breach at least 120 days before filing suit, and that nay action for breach of warranty must be brought within two years of the date of sale.

Questions: 1. what is the condition precedent to S’s liability? 2.what is the condition subsequent to S’s liability? 4.

a. X is contractually obliged to construct a building for Y for $2000. X requires or demands additional money for this work, and Y agrees to pay $2100.

Question: is there consideration for the promise to pay an additional $100?

b. P has a nasty（不道德的）habit of firing his rifle at birds in F’s backyard in violation of a city ordinance. F offers to pay P $100 if P will refrain（克制）from this activity for a period of one year.

Question: Is F’s promise to pay P $100 supported by consideration?

5. A party may contract to move a pile of dirt for a certain price thinking that the pile contains 800 yards of dirt. If the pile in fact contains 1,000 yards of dirt,

Question:

a. Is there a mistake of fact?

b. If there is in fact only 800 yards of dirt but the actual cost of moving the dirt exceeds the contract price, is there a mistake of fact?

国际商事证明书(样板) 报价单认证英文,合同认证英文

国际商事证明书（样板）在我会主要以形式认证为主，常见的认证形式有： 一、证明文书、单证上的印章、签字、签章属实 印章要清晰；印章要备案；如认证签字，签字人的手签字样要备案，如没备案且非法人代表，须有授权委托书；填写国际商事证明书申请表；文件一式两份；所有需认证印章的货运（代理）公司、保险公司都要注册备案。 二、证明文书、单证的影印件与原件相符 要求：提供正本核对 报关单 要求：海关验讫章 营业执照、医疗器械生产许可证、医疗器械注册证等由政府部门出具的文件可直接认证。质量体系认证等有关的质量认证，国内机构及国外有名的认证公司如TUV、SGS等出具的文件可直接认证，其它国外公司所做的认证则需由企业另附声明。 三、证明文书、单证的外文译本与中文译本一致 制作要求：外文译本需要清晰、明了；译本需要有资格从事翻译工作的人员的签字；对法律文本、技术规范文本等专业性较强的译本需要专业翻译公司翻译并盖章确认。 1.合同/销售确认书 制作要求：文件名称；日期；合同号；买卖双方；货名；数量；金额；价格条款；双方签字（盖章） （样板）

CONTRACT（合同） Sellers: GUANGZHOU INTERMATIONAL Contract No.: YE9504 TRADING CO., LTD Signed at: GUANGZHOU Add: Huangshi dong Road, Universal Date: Feb23,2006 Building, Guangzhou Tel: Buyers: COMPANY Fax: This contract is made by and between the sellers and the Buyers whereby the sellers agree to sell and the Buyers agree to buy the under mentioned goods subject to the terms and 5. Total value in word: USD one hundred and ninety eight thousand two hundred and fifty only 6. Packing 7. Shipping Marks：At buyer’s option 8. Loading port & Destination: From Guangzhou to Riyadh, Saudi Arabia 9. Time of shipment 10. Terms of payment: by T/T When fax delivery received 11. Insurance: 12. Remarks: The Sellers The buyers SALES CONFIRMATION （销售确认书） Sellers: GUANGZHOU INTERMATIONAL Contract No.: YE9504 TRADING CO., LTD Signed at: GUANGZHOU Add: NO.203,Fl.33, Huangshi dong Road, Universal Date: Feb23,2006 Building, Guangzhou Tel: Buyers: GOLDEN COMPANY Fax: This contract is made by and between the sellers and the Buyers whereby the sellers agree to sell and the Buyers agree to buy the under mentioned goods subject to the terms and

contract英文合同大全

contract英文合同大全 买方 buyer 卖方 seller 项目名称 Project name 地址 address 电话 phone 本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。 This contract is made by and between the buyers and sellers, whereby the buyers agree to buy and the sellers agree to sell the under-mentioned. Commodities according to the terms and conditions stipulated below. 1.详细货物清单 Detail supply list 2.合同价格 Contract value 序号 item型号 model尺寸 size, dimension数量 amount, unit单价 unit price总价 total price备注 remark货物，运费 freight, transportation合同总额（含安装费与税金） Contract amount incl. VAT installation 3.付款条件 payment conditions, payment terms 4.交货地点 delivery place 5.发货期 delivery time 6.安装条款 installation clause 7.验收条款 inspection clause 8.保证条款 guarantee clause 9.不可抗拒条款 Force Majeure Clause 10.违约条款 Breach clause 11.其他条款 Miscellaneous clause 12.买卖双方信息 buyer and seller information 此合同一式二份，由双方各持一正本。This contract is made in two originals that should be held by each party. 涉外合同格式 涉外合同按繁简不同，尽管可以采取不同书面形式，如正式合同（Contract）、协议书（Agreement）、确认书（Confirmation）、备忘录（Memorandum）、订单（Order）等等，但

SGS分析化验合同

TE RMS AND CONDITIONS / QUALIFICATIONS AND LIMITATIONS All SGS serv ices are rendered in accordance with the applicable SGS Conditions of Serv ice accessible at https://www.wendangku.net/doc/d04018365.html,/terms_and_conditions.htm. Attention is drawn to the limitations of liability and to the clauses on indemnif ication and jurisdiction. By signing this document, the Client conf irms that he/she accepts the applicable SGS Conditions of Serv ice; prov ided, howev er if SGS serv ices are perf ormed in North America, all disputes arising out or in connection with Contractual Relationship(s) hereunder shall be gov erned by the substantiv e laws of New Jersey exclusiv e of any rules with respect to conf licts of laws and be f inally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules, each party to bear its own costs and such arbitration shall take place in Rutherf ord, New Jersey, USA. NE W CLIENTS All new clients are required to pay prior to results release by credit card, cheque or direct deposit (banking inf o upon requ est). If y ou continue to use our serv ices and wish to mov e to an inv oice basis we will require that an account be set up including three trade ref erences.

CONTRACT 中英文对照 外贸合同 模板[001]

合同 CONTRACT NO.: DATE: THE BUYER: ADDRESS : TEL: FAX: 买方：地址：THE SELLER: ADDRESS: TEL: FAX: This contract is made by and only works between the buyer and seller, which means the buyer agrees to buy and the seller agrees to sell the product according to the terms and conditions stipulated below: 买方与卖方就以下条款达成协议： 1. COMMODITY: Please refer to the detailed breakdown as attached.（as in the appendix）详见清单.（附页）名称及规格单位平均单价数量总价Description UnitAverage unit QtyAmount price (JPY) FOB PORT TOTAL VALUE FOB OSAKA PORT OR KOBE PORT 2. PACKING: The commodity is supposed to be packed with infrangible Export standard packaging that suitable for long distance ocean and land transportation and well protected against dampness, moisture, shock, rust and rough handling. The Sellers shall be liable for any damage or rust damage to the goods that caused by improper packing, and pay for all cost and loss caused by the damage. 包装：必须采用坚固的出口标准包装, 适合于长途海运和陆运，防

合同法词汇大全------法律英语

买方buyer 卖方seller 项目名称Project name 地址address 电话phone 传真fax 联系人contact person 详细货物清单Detail supply list 合同价格Contract value 付款条件payment conditions，payment terms 交货地点delivery place 发货期delivery time 安装条款installation clause 验收条款inspection clause 保证条款guarantee clause

不可抗拒条款Force Majeure Clause 违约条款Breach clause 其他条款Miscellaneous clause 买卖双方信息buyer and seller information a long-term contract 长期合同 a short-term contract 短期合同completion of contract 完成合同contract for future delivery 期货合同contract for goods 订货合同 contract for purchase 采购合同 contract for service 劳务合同 labor contract劳动合同 contract note 买卖合同（证书） contract of arbitration 仲裁合同

contract of carriage /Carriage Contract运输合同Passenger Carriage Contract 客运合同 Cargo Carriage Contract货运合同Technology Contract技术合同 Technology Development Contract技术开发合同Technology Transfer Contract技术转让合同Technical Consulting Contract技术咨询合同Technical Service Contract技术服务合同Safekeeping Contract 保管合同Warehousing Contract仓储合同 Agency Appointment Contract 委托合同Trading-Trust Contract 行纪合同 Brokerage Contract 居间合同 Multi-modal Carriage Contract多式联运合同contract of employment 雇佣合同 contract of insurance 保险合同 contract of sale 销售合同

(完整word版)外贸合同中英文版

SALES AND PURCHASE CONTRACT Granular Sulphur in Bulk DRAFT CONTRACT NUMBER: 100901 Offer subject to Seller’s final review, confirmation and approval. This agreement made and entered into on September 2, 2010 by and between: Seller: E-MAIL: ………………………………………. Phone: ____________________________ Hereinaf ter called the “Seller” and Herein Buyer: Address: Tel: E-mail:__________________________ Hereinafter called the “Buyer” and Whereas:Seller and Buyer, each with full corporate authority, certifies, represents and warrants that each can fulfill the requirements of this agreement and respectively provides the products and the funds referred to herein, on time and under the terms agreed to hereafter.

(完整版)中英文合同Contract

This contract is concluded on the 1th day of July 2012 (the “Effective Date”) between(the “Buyer”) and (the “Seller”). （买方）与（卖方）于二零一二年七月一日（生效日期）订立本合同。 1.SCOPE OF THE CONTRACT 合同目的 The Seller agrees to sell and deliver Coal in bulk and the Buyer agrees to purchase and accept delivery of Coal in bulk at the terms and conditions set out below: 根据下述条款与条件卖方同意售卖和运送散装煤炭而买方同意购买及接受散装煤炭。 2.DEFINITIONS 定义 Actual Calorific Value means:实际热值意即the calorific value of the Coal as stated in the final certificate of analysis basis kcal/kg (NAR);载明于最后检验证的煤炭热值 Affiliates means:分支机构意即in relation to any company or corporation, a Subsidiary or Holding Company of that company or corporation or any other Subsidiary of that company or corporation or of that Holding Company; Banking Day and Business Day mean:银行工作日和营业日意即any day except a Saturday or Sunday on which banks in the city of New York, New York, USA, are generally open for the conduct of business; Calorific Value (CV) means:热值（CV）意即 the calorific value of the Coal expressed in BTU/lb or kcal/kg; Holding Company:控股公 司 has the meaning given to it in the definition of Subsidiary; INCOTERMS 2010 means:贸易术语2010意即the 2010 edition of the standard trade definitions published by the International Chamber of Commerce; Kcal/kg means:大卡/公斤 意即 the heating value of coal expressed in kilo-calories per kilogram; Laytime means:装卸时间 意即 the time allowed for discharging the vessel; Laycan means:受载期意即the agreed days during which the vessel shall arrive at the port of discharge for the commencement of discharge; Metric Ton (MT) means: 公吨（MT）意即 1 metric ton of 1,000 kilograms or 2204.6 2 lbs; NAR means:收到的净值Net As Received; Subsidiary means:子公司意即a company or corporation which, in relation to another company or corporation (a “Holding Company”): (a) is controlled, directly or indirectly, by the Holding Company; (b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the Holding Company; or (c) which is a Subsidiary of another Subsidiary of the Holding Company; and for this purpose, a company or corporation shall be treated as being controlled by a Holding Company if the Holding Company is able to direct its affairs and/or to control the

商务合同-Contract-中英文

合同书 Contract 甲方： Party A: 乙方： Party B: 合同名称： Name of contract: 合同编号： Contract No.:

此合同由如下双方签定 The contract shall be signed by two parties as following: 1、（以下简称甲方） (hereinafter referred to as Party A) 2、（以下简称乙方） (hereinafter referred to as Party B) 此项目经甲乙双方友好协商，按国家经济合同法，现达成协议，其条款如下：The project is friendly negotiated by two parties according to national economic contract law. Now the agreement is reached with articles as following: 一、合同价格Contract amount 合同总金额为人民币（含17%增值税）xxx元。（大写：xxx）。 The total amount of the contract is xxxRMB (including 17% VAT) (in words: xxx). 二、工作范围Working scope 三、付款方式与条件Payment terms and conditions 3.1、合同生效后，甲方预付合同总价的30%。 Party A shall pay 30% of the total contract amount as down payment after the contract is signed and valid. 3.2、完成预验收后，乙方向甲方开具相应的发票，甲方预付合同总价的30%。 After the pre-acceptance, Party A shall pay 30% of the total amount against the invoice issued by Party B. 3.3、在最终客户完成终验收，甲方预付合同总价的30%。 Party A shall pay 30% of the total contract amount after the final customer’s final acceptance. 3.4、质保期为1年，年满后付合同总价的10%。 After the warranty period of 1 year, the last 10% of the total amount shall be paid. 3.5、合同金额包含往来运费。 The total contract amount shall include all transportation fees.

ContractTranslate国际货物买卖合同英文版

contract translate SALE AND PURCHASE AGREEMENT A company incorporated in and under the laws of China with Registration office at *********,Herein represented by ****being duly authorized to do so. Referred in this contract as BUYER, this contract made to: WHEREAS the BUYER is an International Trader of ****and the BUYER is desirous of buying all such ZIRCON SAND from the SELLER. The BUYER confirmed the purchase of the contracted amount from the SELLER in this contract. And WHEREAS the BUYER, is desirous of purchasing all such ****offered by the SELLER. WHEREAS the SELLER, is a trader of the product subjected in this contract. The SELLER is willing to give all his productions and sales in this contract to the BUYER. And WHEREAS the SELLER is in the process of selling *****, which originates from mine site based in ***, at approximately ****MT or more per month. ----------THE SELLER AND THE BUYER HEREBY AGREE AS FOLLOWS: --------- 1. DEFINITION Unless specifically stated the following terms in this contract shall refer to and will have the following meaning : Goods shall mean----; DMT shall mean dry metric ton DMT ; WMT ; shall mean wet metric ton ; Ton or "Metric Ton" shall mean a ton of 1.000 kilograms or 2,204.62 pounds avoirdupois wet or dry basis as stated ; Inspectorate shall mean independent inspectorate as SGS( Société Générale de Surveillance S.A, Switzerland) and/or its correspondence, CCIC (China Commodity Inspection Co.,Ltd.) and/or its correspondence, or any independent inspectorate accepted by both parties ; T/T shall mean Telegraphic Transfer ; L/C shall mean Irrevocable Letter of Credit in accordance and subject to Uniform Customs and Practice for Doc. Credits Revision 1993 Publication N° 500 of ICC, Paris ; $ or dollar or cent shall mean dollars and cents of the United States of America official currency ; CIF shall mean cost , Insurance and freight as per Incoterms ICC 2000. 2. PRODUCT 3. PRICE

Contract(合同)和Agreement(协议)

Contract(合同)和Agreement(协议) Contract(合同)和Agreement(协议)是不是可以互换呢？ 合同的成立必须具备几个主要因素。它们（要约和承诺构成的）协议、约因、设立法 律关系的愿望和缔约能力四大部分组成。 L.B Curzon编著的“A Diction of Law”提到“Contract generally involves” 1. offer and absolute and unqualified acceptance (要约和绝对接受) 2. consensus ad idem (意思表示一致，也叫meeting of minds) 3. intention to create legal relations (建立合同关系的意愿) 4. genuineness of consent (同意的真实性) 5. contractual capacity of the parties (合同当事人的缔约能力) 6. legality of object(标的物的合法性) 7. possibility of performance (履行的可能性) 8. certainty of terms(条款的确定性) 9. valuable consideration(等价有偿) Black “Law Dictionary” 中解释道：Although often used as synonyms with "contract", agreement is a broader term, e.g. an agreement might lack an essential element of a contact." 即“协议”和“合同”经常用作同义词，但“协议”这一术语含义更广，例如协议可能缺乏合同的必备条款（essential clauses/provisions）。 实际使用当中，协议可不受必备条款的限制，而称为合同的文体肯定少不了必备条款，有的合同将其单列，称为一般条款（General provisions）。 1999中国《合同法》第十二条规定了八项一般条款，分别是： 1. title or name and domicile of the parities(当事人的名称或姓名和住址) 2. contract object(标的) 3. quantity(数量) 4. quality(质量) 5. price or remuneration(价款或者报酬) 6. time limit, place and method of performance (履行期限、地点和方式) 7. liability for breach of contract(违约责任) 8. methods to settle disputes (解决争议的方法) 上述解释说明，contract(合同)和agreement(协议)的概念虽然接近，但使用范围不同，不能互换使用。合同是协议的重要组成部分，所有合同一定是协议，而协议不见得都 是合同。可以说具备合同成立要求的具有强制执行力的协议才是合同。 5.5 如发生对其履行本合同项下还款义务产生重大影响的任何事件(包括但不限于离、结婚，对外投资，承担民事、行政、刑事责任等)，应当立即书面通知乙方。 乙方不能将本工程转包、倒卖。一经发现，乙方无条件退出，协议终止，所造成的损 失及法律责任均由乙方承担。

Contract Law 合同法

Contract, as we will use that term, ordinarily connotes an agreement between two or more persons—not merely a shared belief, but a common understanding as to something that is to be done in the future by one or both of them. Sometimes, the term contract is used also to refer to a document—the set of papers in which such an agreement is set forth. For lawyers, contract usually is used to refer to an agreement that has legal effect; that is, it creates obligations for which some sort of legal enforcement will be available if performance is not forthcoming as promised. Thus, it will sometimes be necessary to distinguish among three elements in a transaction, each of which may be called a “contract”: (1) the agreement-in-fact between the parties, (2) the agreement-as-written (which may or may not correspond accurately to the agreement-in-fact), and (3) the set of rights and duties created by (1) and (2). Without trying at this point to state a short but comprehensive definition of law (if that were possible), it is perhaps sufficient to suggest that we will be surveying the ways in which such agreements are made and enforced in our legal system—the role of lawyers and judges in creating contracts, in deciding disputes that may arise with respect to their performance, and in fashioning appropriate remedies for their breach. 当我们使用“合同”一词的时候，通常是说它是一份存在于两方或三方之间的契约。它不是一种简单的信任，而是通常理解为合同的一方或双方在将来要去做的某种事情。有时候，“合同”也用来指一套包括协议的文件。对于律师而言，合同通常是指具有法律效力的协议，即设置了一种法律义务，当某行为没有按照预先约定的那样去履行时，可以依照合同去依法强制履行。因此，有时候，在一次交易中，区分三种不同的因素就变得非常必要，这些因素中的每个因素都可以叫做合同：（1）双方之间的事实合同（2）书面合同，它可能与事实合同不完全一致（3）基于前（1）、（2）两项中合同所产生的权利和义务。 在权利义务问题上，如果情况可以允许，我们可做到不用去努力阐明这种短少但包含法律意义的界定情况，那么它就强烈建议我们在早己设定好的合同和现行法律柜架下的去审视在（订立）创制合同中律师和法官的（角色）作用，他们会解决各方行为引发的争执以及对违约行为以恰当的形式进行补偿。 In the Anglo-American legal system, a great number of things—both tangible and intangible—are susceptible of “ownership.” A bull dozer, a diamond ring, the Empire State Building, “Gone With the Wind”—all may be the “property” of one person or group of persons, which means that the state will protect the right of the“owner” to use, enjoy, and even consume that thing, to the exclusion of all other persons. The first-year property course traditionally focuses on the detailed rules that in Anglo-American law govern the ownership of “real property” (land and the buildings on it), as well as some types of “personal” property, such as “goods” (tangible moveable property). Later you will have the opportunity to explore bodies of law relating to ownership of other, less tangible kinds of property such as copyrights, patents, shares of corporate stock, and negotiable instruments. 在英美法律体系中，很多事物—有形的和无形的—都涉及“所有权”问题。一台推土机、一枚钻戒、帝国大厦、小说《飘》，都可能是一个人或者一些人的财产。这意味着国家将保护所有权人对其所有物的使用、享受甚至是毁灭的权利，同时排除他人对此行为的干涉。按照惯例，第一年的财产课程会侧重于英美法律对财产保护的详细规定，诸如土地和地上物等不动产的所有权的细化性规定。然后，你将会学习到基本是对版权、专利权，股权，可转让票据等无形财产的所有权的法律保护。

中英文合同

巴西铁矿石购销合同（中英文） SALE & PURCHASE CONTRACT FOR BRAZIL IRON ORE FINES Contract Date : 合同日期Contract Number : 合同编号This contract (“Contract”) is made and entered into by and between: 这个合同（“合同”）是由以下双方达成：Seller :卖方Buyer :买方Whereas, the Buyer agrees to buy and the Seller agrees to sell the below-mentioned goods for Asia, on the terms and conditions stated below: 在此，在下述的情况条件下，买方同意购买，卖方同意销售下文提及的货物，： CLAUSE 1 : DEFINITION 第一条：定义 In this contract, the following terms shall, unless otherwise specifically defined, have the following meanings:在本合同中，除非另有特指，词语均定义如下，(A) "Ore" means Iron Ore Fines of Brazil Origin.“矿石”指的是产地巴西的铁矿石(B) "U.S. Currency" means the currency of the United States of America freely transferable from and payable to an external account. “美元货币”指的是美国的自由可转让的且可支付外国帐户的货币(B) "Metric Tonne or MT" means a tonne equivalent to 1,000 Kilogram. 公吨或MT 指的是等于1000千克的一吨。(D) "Wet basis" means Ore in its natural wet state. “湿吨”指的矿石的自然重量(E) "Dry basis" means Ore dried at 105 degrees Centigrade. “干吨”指的是105摄氏度干燥后的矿石。(F) “DMT”means dry Metric Tonne “DMT”指的是干吨重。 CLAUSE 2 : COMMODITY 第二条：货物Ore 铁 CLAUSE 3 : DELIVERY QUANTITY AND DELIVERY PERIOD 第三条交货数量和交付期限 Quantity : ----- WMT (+/- 10%) at Buyer’s Option 数量： ___湿吨（+/- 10%）-买方意见Loading Port : Rio de Janeiro port, Brazil (at Seller’s option) 装船港：巴西里约热内卢-卖方意见Discharging Port : ----------/---------- port, China (at Buyer’s option) 装卸港：中国港-买方意见Shipment : On or before --------- -----, 2006 装船：在年月日之前 CLAUSE 4 : GUARANTEED SPECIFICATIONS第四条：质量保证Chemical composition (on Dry basis) 化学成分（在干燥状态）Fe铁 64.50 % (Rejection below 63.50%)拒绝低于63.5% Al2O3 氧化铝 2.0% max 不高于2.0% SiO2 氧化硅 3.5% max 不高于3.5% Sulphur 硫 0.01% max 不高于0.01% Phosphorus 磷 0.06% max 不高于0.06% Free moisture content loss at 105 degrees Centigrade shall be 8.00% max.在105摄氏度失去的自然水分含量不能高于8%。Physical composition (on Wet basis)物理成分（自然状态下）Size (mm) 大小 +10 mm 5% max 不多于5% + 1 mm 80% min 不少于0% - 15 mm 15% max 不多于15% CLAUSE 5 : PRICE 第5条价格US$ per DMT CIF ------ port, China (Incoterms 2000). The above price shall be based on 64.5% Fe. Rejection below Fe 63.5% based on CIQ analysis report at discharging port and also rejection below Fe 64.0% based