1. Spoken English for International Business

2. Learning Point In this lesson, we will learn how to conclude the negotiation and sign the final written contract.

3. Background Knowledge A contract is an agreement which set forth binding obligations of the relevant parties. It is enforceable by law, and any party that fails to fulfill his contractual obligations may be sued and forced to make compensation, though most contracts do not give to disputes. The contract is based on agreement, which is the result of business negotiations. There are two types of business negotiations: oral and written. The former refers to direct discussions conducted at trade fairs or by sending trade groups abroad or by inviting foreign customers. Business discussions through international trunk calls are also included in this category. Written negotiations often begin with inquiries made by the buyers. And then in response to an inquiry, a quotation may be sent by the seller.

4. Sometimes, the seller may make an offer to a buyer voluntarily. An offer may be accepted or refused wholly or partly. If the offeree(in most cases, refers to buyer) may find part of the offer unacceptable and may raise for further discussions his own proposals which constitute a counter-offer. It is a refusal of the offer which will be invalid and unbinding once a counter-offer is made. The counter-offer thus becomes a new offer made by the original offeree to the original offerer. Transaction is considered concluded once an agreement is achieved by the buyer and seller in oral negotiations or, an offer or a counter-offer is accepted in written negotiations. A written contract is generally prepared and signed as the proof of this agreement and the basis for its execution. The contract always falls into two categories: sales contract which is made by the seller and purchase contract when it is made by buyer. A sales or purchase confirmation is less detailed than a contract, covering only the essential terms of the transaction. It is usually used for smaller deals or between familiar trade partners.

5. The setting up of a contract is similar to that of a trade agreement or any other type of formal agreement. It generally contains the following items: 1. the title, 2. the contract proper which includes A. the full name and address of the buyer and the seller. B. the commodities involved including quantity, quality, specifications, packing, etc. C. All the terms and conditions agreed upon such as the price, total amount, terms of payment, transportation, insurance etc. D. Indication of the number of original copies of the contract, the language used, the term of validity and possible extension of the contract. 3. the signatures of the contracting parties, 4. the stipulations on the back of the contract, such as, the shipping documents required, force majeure, arbitration, claims and son on. And in this lesson, we ’ ll learn how to conclude the negotiation and sign the final written contract.

6. Case Study

7. Check the contract one more time  C: Now, we've finally come to a basic agreement on the problems that need to be worked out. Shall we make sure we've got them right one more time?  F: Okay. I think that's a good idea and will help clarify some important items that we may have overlooked.  C: First of all, about the format of our sales contract, we always use copies prepared and printed by our own company. Will that be all right?  F: I guess so. ( half jokingly ) As long as you've got an English version, I have no objections.  C: Yes, we do have that. And all the content is written both in Chinese and in English; therefore, in terms of law, they're equally authentic.  F: Thanks. Let's use your own copies then.

8.  C: Now let 's check the items in the sales contract. Let ’ s start from the name of the commodity, specifications, quantity, unit price and the total amount. ( after they ’ ve finished checking ) Do you think they're okay?  F: Yes, very good. But I want to point out here that shipment should be effected and completed before the end of June. We can't accept any delay.  C: Of course not. But since our price is determined on the basis of CFR, the insurance premium should be born by your side.  F: Certainly. Please inform us immediately when shipment is effect ­ ed.  C: No problem. Then everything else is stated clearly in the sales contract and you can go through them on your own. Should there be a problem, you can contact us any time tomorrow before 5 p.m.  F: Sounds good to me. When will the contract be ready?  C: The day after tomorrow. At 3 o'clock in the afternoon, we'll sign the contract.  F: Excellent. I'll see you then.  C: See you.

9. Class Activity

10. Compose a dialogue on the following situation. You ’ re the Sales Manager of Shanghai Mitsubishi Elevator Co. Ltd. Your enterprise is a joint ven ­ ture with very advanced technology in today' s world. Now a businessman from England is very interested in your elevators and places an order. Now you're talking to him about the entire deal, from offer and counter offer, to method of payment, deliv ­ ery, packing, insurance and signing the contract. The price you offered is $ 3 800 FOB Shanghai.

11. Exercises

12. I. Answer the following questions. 1. What is sales contract? 2. What is purchase contract? 3. What are the contents of business contract generally? II. Interpret the following questions. 1 ．在我们签订这份服装合同之前，我们再 来核对一下有关条款。

13. 2 ．这笔合同的成交价是 23 万美元成 本加 运费，旧金山交货。 3 ．货物分两批装运，第一批在 7 月 份，第二批在 10 月份。 4 ．付款方式为 50% 承兑交单， 50% 不可撤销信用证。 5 ．我们已向中国人民保险公司投保 了水渍险。