1. Unit 9 Sales Confirmation and Purchase Contract Teaching Objectives ：  Knowledge Requirements: 1 To enhance students’ awareness of basic knowledge of contract. 2 To enable students to become familiar with the main contents of sales confirmation and purchase contract.  Competence Requirements: 1 To write effective letters on sending sales confirmation and purchase contract.. 2 To fill in the sales confirmation and purchase contract.

2. Part One Brief Introduction A contract is a binding agreement between two or more parties. Contracts are formed through negotiations between the buyer and the seller. Once a deal is made, traders may sign two copies of contract face to face. Or the seller may send two copies signed by him to the buyer for counter-signature and the buyer should return one copy to the seller for file.

3. There are no specific requirements about the forms of contract in international trade. The commonly used forms are: Contract, Confirmation, Agreement, Order, Indent, Memorandum, etc. The first two are more commonly used in Chinese foreign trade enterprises which generally have their own printed set format of contract or confirmation.

4. If the exchange of letters or faxes or telexes eventually leads to the conclusion of business, both parties should confirm the deal. Such letters are usually accompanied by a Purchase Confirmation/ Purchase Contract or a Sales Confirmation/Contract (In international trade, a sales confirmation is a document regarded as a contract.). A letter confirming an order or a sale should be very simple as the relative Confirmation or Contract or is almost always enclosed.

5. No matter what forms of contract we are dealing with, there are certain key provisions that every contract should contain to avoid ambiguity and possible future conflicts. Usually a contract covers the following: 1. The name and address of the seller and the buyer. 2. The willingness and guarantee of both sides to carry out the contract. 3. The description of the goods, quantity, packing, price, terms of payment, shipment, port of shipment and destination. 4. General terms and conditions concerning insurance, commodity inspection, claim, arbitration, and force majeure, remarks and signature.

6. Part Two Sample Letters Sample 1 Sending a Sales Confirmation Dear Sirs, Thank you for your order No.86-AM007. Enclosed is our Sales Confirmation No. 86-AM007CB in duplicate, of which one copy is to be countersigned and returned for our file. We wish to point out that the stipulations in the relevant credit should strictly conform to the terms stated in our sales confirmation thus avoiding subsequent amendments We hope you can establish the covering L/C in April 2003. You may rest assured that we shall make up your order upon receipt of the credit and effect the shipment within the time you requested. Thank you for your cooperation and we are looking forward to your further orders. Yours sincerely,

7. Sample 2 A Reply to a Sales Confirmation Dear Sirs, We have duly received your Sales Confirmation No. 86-AM007CB in duplicate. As requested, we return herewith one copy completed with our counter-signature. Thanks to our mutual efforts, we were able to bridge the gap and put the deal through. The relative L/C has already been established with the Bank of China, New York, in your favor, which we believe will reach you soon. We await your advice of shipment, or the earliest time you propose to ship, by return mail. Yours truly, xxx

8. Sample 3 Contract Amendment Dear Sirs, Your letter about contract terms dated May 6 has been received. All the other terms are accepted except arbitration terms. We think that it is better to submit our arbitration case to an organization in a third country if any disputes arise. Of course, it is not necessary to submit a case to arbitration as long as our two parties can discuss the matter in friendly manners. But it is better to make the stipulations complete before we sign the contract. We look forward to your favorable reply. Yours faithfully, xxxx

9. Sample 4 Termination of a Contract Dear Sirs, We are writing to you about the Sales Contract No.56. Flood has happened in our country and our factory was destroyed completely. We are not in a position to make delivery of the goods under the contract. Flood is force majeure, so we have to terminate the contract. Certificates that attest the event will be sent to you by cable at once. We are awaiting your prompt reply. Yours truly, xxxx

10. Sample 5 Cancellation of a Contract Dear Sirs, We would like to draw your attention to the Sales Contract No.326, which states that shipment should be effected during May and L/C should reach us by the end of April. However, we have not yet received your L/C after our repeatedly urging the establishment of L/C. We regret to tell you that we have to cancel this contract as a result of your default and reserve the right to lodge a claim for the loss sustained. Yours truly, xxxx

11. Summary Contract plays a key role in the conclusion of business for both parties. Therefore, learning to writing effective and appropriate letters concerning a contract i.e. sending / amending / terminating / canceling a contract is of great help during the process of business. Meanwhile, filling in the contract correctly is also rather important.

12. Exercise Exercise I Exercise II Exercise III

13. Exercise I. Directions: fill in the appropriate words or expressions listed in the box and put the letter into Chinese. for your good cooperation, in duplicate, duly countersigned, prove satisfactory, for your file, in the meantime, repeat order, enclosing, in your favor, establish with, terms and conditions

14. Dear Sirs, Thank you for your letter of March 6 _______ S/C No.567 ________ one copy of which we have _________ and are returning one copy ___________. ____________ we have established the necessary L/C __________. If the first shipment of 80 tons should ___________, we would most likely send you ___________ for another 50 tons. We thank you again ____________. Yours faithfully, xxxx

15. KEY: enclosing, in duplicate, duly countersigned, for your file, in the mean time, in your favor, prove satisfactory, repeat order, for your cooperation

16. II. Directions: Translate the following sentences into English. 1. 如果你们认为没有问题，我们希望你们签回销售合同的副本一 份备查。 If you find everything proper, please sign and return the duplicate of the Sales Contract for our file soon. 2. 按你们的要求，我们随函寄去第 321 号售货确认书一式三份请 查收。 We are sending herewith our Sales Confirmation NO.321 in triplicate at your request. 3. 我们同意按以下条款售出下列产品。 We agree to sell the under mentioned goods on the basis of the following stipulations. 4. 我们已于二十八日通过纽约的中国银行给你方开出 682 号信用 证。 We opened Letter of Credit No. 682 through the Bank of China, New York, on the 28th. 5. 请尽可放心，该货的装运，不会再有延迟。 Please be assured that there will be no further delay in shipping the goods.

17. III. Directions: Fill in the sales contract in English with the particulars given below. 合同号码： 46—23510 卖 方：浙江省轻工业进出口公司 买 方：圣杰克进出口公司，澳大利亚 悉尼 商品名称： “ 蝴蝶 ” 牌缝纫机 规 格： 2561 型 数 量： 1000 台 单 价：每台成本加保险费加运费悉尼 100 美元 总 金 额： 100 000 美元 包 装：用适合出口的木箱包装

18. 保 险：按百分之百 CIF 值加百分之十保一 切险及战争险 装 运 港：中国 广州 目 的 港：澳大利亚 悉尼 唛 头：正方形内刷 CNN 交 货 期： 2005 年 8 月 31 日前 支付条款： 以保兑的不可撤销的信用证凭 即期汇票付款 签约地点与日期： 2005 年 1 月 6 日于宁波

19. Sales Contract No.________ Seller: Buyer: This contract is made by and between the buyers and the sellers, whereby the buyers agree to buy and sellers agree to sell the under- mentioned commodity according to the terms and conditions stipulated below: Commodity: Specifications: Quantity: Unit price: Total value: Packing: Shipping mark: Insurance: Time of shipment: Port of shipment: Port of destination: Terms of payment: Done and signed in___________ on this ______ day of ________, 2005.

20. KEY: CONTRACT NO: 46—23510 Buyers: Saint. Jack Imp. & Exp. Corporation Sellers: Zhejiang Provincial Light Industrial Products Imp/ Exp Corp. Commodity: “Butterfly” Brand Sewing Machine Specifications: Model 2561 Quantity: 1000 sets Unit Price: US$ 100 per set CIF Sydney Total Value: US $ 100 000 (Say US Dollars One Hundred Thousand Only) Packing: To be packed in wooden cases, suitable for export Shipping Mark: CNN in square Insurance: Covering marine ALL RISKS and WAR RISK for 100% of CIF value plus 10% Time of shipment: Before December 31, 2005 Port of shipment: Guangzhou, China Port of destination: Sydney, Australia Terms of Payment: By confirmed irrevocable letter of credit payable by draft at sight. Done and signed in Ningbo on this 6th day of January, 2005