1. CONTRACT READING & DRAFTING

2. Features of English Contracts long sentences legal words legal knowledge Structure

3. Structure of the contract Title Preamble Text Attestation Schedule

4. I. Title 买卖合同 Sales Contract 供用电、水、气、热力合同 Contract for Supply of Electricity, Water, Gas or Heat 赠与合同 Donation Contract 借款合同 Loan Contract 租赁合同 Lease Contract

5. 1. Agreement – 协议 2. Covenant – 契约 3. Indenture- 通常也是指不动产转让的契 约文件 4. Compact- 多用于国家间的协定、协议 Protocol- 草约或者议定书 Memorandum of Understanding (MOU)- 意向书

6. Other titles Letter- 函 Waiver- 弃权书 Guaranty- 保证书 Power of Attorney- 委托书 Order- 定单 Confirmation- 确认书

7. Part I: Parties - Name, principal place of business, contractual date, etc. 1. Fill in the right place of business - the applicable law, the place of delivery 2. Refer the parties to “Party A”, “Party B”

8. II. Preamble The Contract is made and entered into on ________ day of _________ (month), ____ (year), by and between: _______ (hereinafter referred to as “Party A"), a corporation with its place of business located at ________________, and ______ (hereinafter referred to as " Party B"), a corporation with its place of business located at ________________.

9. Preamble Part II: Purpose of the contract - Whereas Clauses - Ie: - Whereas Party A is in need of the machines for reselling and is willing buy the machines owned and possessed by Party B.

10. Purpose of the contract 1. When avoiding the contract Article 25 A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result. 合同法第九十四条第（四）款的规定 “ 当事人一方迟延履行债 务或者有其他违约行为致使不能实现合同目的 ” ，当事人可以 解除合同 2. When interpreting the contract 合同法第六十二条规定 “ 当事人就有关合同内容约定不明确， 依照本法第六十一条的规定仍不能确定的，适用下列规定： （一）质量要求不明确的，按照国家标准、行业标准履行； 没有国家标准、行业标准的，按照通常标准或者符合合同目 的的特定标准履行。（五）履行方式不明确的，按照有利于 实现合同目的的方式履行。 ”

11. Preamble Now therefore, in consideration of the terms described hereinafter, Party A and Party B agree as follows:

12. III. Text: - Body of the contract Sales contract: 1) Clause regarding the subject matter 2) Package Clause 3) Shipment clause 4) Payment clause 5) Insurance clause 6) Inspection clause 7) Compensation clause 8) Exemption clause 9) Dispute resolution clause

13. Clause about the subject matter 1. Commodity & Specification - Specific and use the common description 2. Quantity - 允许溢短装（ More or Less ）： ＿＿＿ %. 3. Quality Standard adopted 4. Price Unit price and total amount Number plus words expression Use the right Incoterm Price fluctuation

14. 2. Package Clause 1)Package for shipment Consider: - the nature of the goods - the method of transportation - the label on the shipment 2) Package for sale Consider: - law and custom in the reselling country - the cost of the package

15. 3. Shipment clause 1. time of the shipment 2. loading place /destination 3. whether allowing transhipment and partial shipment

16. 4. Clause of insurance 1) Cost 2) Type 3) Time

17. 5. Terms of Payment: 1. payment method and time 2. Payment condition 6. Documents delivered by the seller

18. 7. Inspection and notify clause 1. Inspection method 2. Inspection organization 3. Time period to give notice

19. 8. Force Majeure clause 1. Force majeure incidents 2. Time to give notice 3. Certificate of the incidents 4. Consequences after the incidents

20. 8.1 Neither party shall be held responsible for failure or delay to perform all or any part of this Contract due to flood, fire, earthquake, snowstorm, drought, hurricane, or any other events that are beyond the control of the affected party and could not reasonably be expected at the time of the conclusion of this Contract or have been avoided or overcome by such party. 8.2 However, in such case, the Party shall immediately cable the other party the accident and airmail to the other party within 15 days after the accident, a certificate of the accident issued by the competent government authorities or the chamber of commerce which is located at the place where the accident occurs as evidence thereof. 8.3 If the "Force Majeure" cause lasts over 60 days, either party shall have the right to cancel the Contract.

21. 9. Dispute resolution 1. Friendly negotiation 2. Arbitration commission

22. 9.1 Any dispute arising from or in connection with the Sales Contract shall be settled through friendly negotiation. 9.2 In case no settlement can be reached, the dispute shall then be submitted to China International Economic and Trade Arbitration Commission (CIETAC), Shenzhen Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. 9.3 The arbitral award is final and binding upon both parties. 9.4 The fees for arbitration shall be by the losing Party.

23. 10. Other conditions 1. The validity of the contract 2. The validity of any schedule 3. The versions of the contract 4. The amendment of the contract

24. 10.1 This contract comes into effect from the signing date. 10.2 Any amendment or additional clauses to this contract shall be valid only if made in writing and confirmed by the both parties. 10.3 This agreement is written in English and is signed in triplicate by Party A and Party B.

25. Attestation IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by duly authorized representatives of both parties on the date and year first written above. _________