1、国际商务合同复习资料International Commercial ContractsContentsChapter 1: The Role of Contracts in International Commerce .2Chapter 2: Issues Affecting International Contracts .4Chapter 3: Parties to the Transaction, Part 1 .7Chapter 4: Drafting the International Contract for Sale of Goods .10Chapter 5: Trade
2、Terms and Incoterms .22Chapter 6: Key Issues in International Sales Contracts .24Chapter 7: Parties to the Transaction, Part 2 .26Chapter 8: Drafting Precise Contract Provisions .27Chapter 9: Parties to the Transaction, Part 3 .28Chapter 10: Contract Dispute Resolution .29Chapter 11: Contract Fundam
3、entals in International Legal Systems .31Chapter 12: Offer to Sell Goods .32Chapter 13: Memorandum of Sale .33Chapter 14-21: Translation of Contract Provisions.34Chapter 22: Glossary .38Appendix 1 Exam Model and Key Provisions.43Appendix 2 Contract Samples .46Appendix 3 Contract Structure .56Appendi
4、x 4 Reference 60Chapter 1 The Role of Contracts in International Commerce1. Reading Guidance Summary Roscoe Pound once said that “the social order rests upon the stability and predictability of conduct, of which keeping promises is a large item.” Chinese contract textbook emphasizes that contract or
5、 contract law is to provide the stability especially of transaction relationship in market economy, to realize the will of the parties, to protect the legal rights of the parties, and promote social welfare.The role or importance of a contract in an international commerce includes the follows: A con
6、tract can establish the rights and obligations of each party. (see Cross-border rights and obligations)；A fair contract can encourage the performance of rights and obligations; vice versa. (see Balance of power)；A contract can decide how to resolve disputes before they happen. (see Choice of remedie
7、s)；A contract can be enforced to seek remedy provided necessary terms and form are met. (see Necessary terms & Enforcement)；and A contract can, to some extent, control the application of a countrys laws to a transaction. (see Governing law)。Leading QuestionsWhat are the normative functions of intern
8、ational commercial contracts? What are the possible problems which may arise from international commercial contracts?How to solve the possible problems of international commercial contracts?2. Review Points复习要点Choose the best answer选择题Definition概念1 A contract refers to an agreement enforceable at la
9、w. An agreement consists of _.A. inquiry and reply B. negotiation and bargainingC. offer and counter-offer D. offer and acceptance2 A commercial contract, in simplest terms, is merely an agreement made by _ parties for the purpose of transacting business.A.one or more B. more than two C. three D. tw
10、o or moreBasic/necessary terms基本/必要条款3 The four basic terms of a contract include _. A. governing law; the price; time and means of payment; warranty clause; indemnity clauseB.the description of goods in terms of type, quantity, and quality; the time of delivery; the price; and the time and means of
11、 paymentC.the description of goods in terms of type, quantity, and quality; Governing law; the price; time and means of payment; warranty clauseD. the time of delivery; the price; and the time and means of payment; warranty clauseBalance of power实力均衡4 In an international sales contract, the balance
12、of power between contracting parties _A.can work against the stronger party in contract enforcement B.can work against the weaker party in contract negotiationC.usually tips to the party who is not familiar with written contracts D. usually tips in favor of the party who does not draft the contract1
13、 D 2 D 3 B 4 ATrue or False判断题Definition 概念5 In the broadest sense, a contract is simply an agreement that defines a relationship between one or more parties. (B)A commercial contract, in simplest terms, is merely an agreement made by one or more parties for the purpose of transacting business. (A)B
14、alance of Power 实力均衡6 In cross-border transactions, the balance of power may tip toward the party who is most familiar with written contracts and whose country has a more highly developed system of contract enforcement. (A)7 In the context of enforcement, the balance pf power can work against the we
15、aker party in a contract negotiation. Courts and arbitrators will enforce terms even though unreasonably burden one party or even are otherwise unconscionable. (B)8 Contract provisions are typically given a strict interpretation in favor of the party who drafted the terms, since that party had the o
16、pportunity to draft a clear and definite contract. (B)9 The essence of a contract is the mutual understanding reached by two parties who hold adverse positions against each other. In most contractual situations, there is a balance between powers of two parties. (B)Necessary Terms and Enforcement 必要条
17、款和强制实施10 Most jurisdictions require certain contracts to be written to be enforceable. For example, contracts for the sale or lease of real property may have to be written to be enforced. (A)11 In most countries, parties to commercial transactions may make their own bargains free of legal restraints
18、. However, in most jurisdictions, the courts will enforce a contract only if the parties have agreed to four basic terms: (1) The description of the goods in terms of type, quantity, and quality; (2) The time of delivery; (3) The Insurance; (4) The Methods of Dispute Resolution. (B)Cross-border Righ
19、ts and Obligations 跨境权利和义务12 It is important to establish clearly the rights and obligations of each party in a contract. If these terms are absent or ambiguous, the parties will probably not be able to perform the contract without first modifying the terms. (A)13 To avoid an unfavorable and uncerta
20、in result, it is best to define your rights and obligations in a written contract when you are dealing across country borders. (A)It is a good way to rely on trends or implied contract terms. You should not state your intent in clear and definite written terms. (B)Choice of Remedies 救济选择14 The best
21、time to decide how to handle a conflict is at the time the contract has been made when both parties hold disputes toward the bargain. (B)Chapter 2 Issues Affecting International Contracts1 Reading Guidance SummaryThere might be many issues affecting international contracts. This chapter introduces t
22、he general issues, such as legal issues, political issues, cultural issues, globalization issues, and internet issues. Bear in mind, economic or commercial issues are obviously important to be considered in that most international contracts seek to be profitable, which is to be introduced in the cos
23、t analysis of chapter 3.Leading QuestionsIn general, what are the issues affecting international contracts?What is business culture and how does it affect international contracts?What are the signs and implication of trend toward globalization?What is the role of politics?What is the role of laws?Wh
24、at is the role of internet?After understanding the above questions, how should the parties to a contract deal with them when drafting or negotiating contract terms? 2 Review ExercisesChoose the best answer选择题1 The issues affecting international contracts may include _.DA. laws and regulations B. pol
25、itical and economic issues C. cultural and customs D. all of the above 2 To gain evidence of personal commitment in cross-border transaction, you should remember _.CA.you must insist on a written formal or informal contractB.parties usually operate in similar wayC.parties usually operate by differen
26、t business practiceD. timely performance always has the same importance to the other party as it does to you3 If you try to make a long-term trade relationship with the other party, you should _.DA.always to take a fast pace B. always to take a slow paceC. always be aggressive to protect your own in
27、terestsD. be patient and be aware of the other partys signals that indicate you should speed up the process4 When try to make a contract with the other party in a society where relationships are more valued than contracts, it is always necessary for you to _.CA.send a detailed inquiry to the other p
28、arty as soon as possibleB.adhere to the letter of the contractC.research the general business customs for that country at firstD make the proposed contract your basis of the relationship5 In the area of international sales of goods, one of the most important developments has been the adoption by mem
29、ber nations of the United Nations of the _.BA.WTO rules B. CISG C. North American Free Trade AgreementD United States Andean Trade Preference Act of 19916 The CISG was finalized at the United Nations convention in Vienna on _.AA.April 11, 1980 B. June 5, 1981 C. April 14, 1990 D. July 5, 19837 Among
30、 the following contracts, which one is not applicable to the CISG? DA.A sale of steel B. A sale of rice C. A sale of oil D. A sale of stocks8 As of international (contract) law, _.DA.CISG covers all the international trade contracts B.in general it is wise to rely on the law, especially international, for implied contractual termsC.the intent behind adopting international laws is to correct the mistakes of the national lawD the intent behind adopting uniform, international laws is to ensure that all parties to a cross-border transaction are subject to the same set of rules.9 Wh
