МИНИСТЕРСТВО ОБРАЗОВАНИЯ РЕСПУБЛИКИ БЕЛАРУСЬ

БОРИСОВСКИЙ ГОСУДАРСТВЕННЫЙ ПОЛИТЕХНИЧЕСКИЙ КОЛЛЕДЖ

Учебно-методическое пособие по предмету

«Иностранный язык делового общения»

КОНТРАКТ

WE STUDY CONTRACT

Разработала Еникова А.А.

2008

Ex.1. Read the text, write out new words and learn them.

In foreign trade transactions a contract is drawn to give legal expression to the intentions of the partners and to guarantee that the obligations contained in the contract will be fulfilled.

By law contracts are made in writing. Standard contracts are not a must. Some articles may be altered and supplemented. According to the purpose and contents contracts can cover goods, services, licenses, patents, technology and know-how.

As a rule the contract contains a number of clauses, such as: Subject of the Contract, Terms of Payment, Delivery, Inspection and Tests, Guarantee, Packing and Marking, Arbitration, Transport, Insurance and other conditions.

Subject of the Contract names the product for sale or purchase. It also indicates the unit of measure for specific goods, such as oil, wheat etc.

The price stated in the contract may be firm, fixed or sliding. Firm prices are not subject to change in the course of the fulfillment of the contract. Fixed price is the price governing in the market on the day of delivery or for a given period. Sliding prices are quoted for machinery and equipment which require a long period of delivery.

The contract also names the terms of delivery and delivery schedule which is usually given in the enclosure to the contract.

One of the essential clauses of the contract is the Guarantee Clause. It says that the supplied equipment and technological process should be in conformity with the latest technical achievements and in full conformity with the technical documentation, technical specifications and conditions of the Contract. If during the guarantee period the equipment supplied by the Seller proves to have some defects the Seller undertakes to correct these defects or to replace the defective equipment at his own expense.

The contract names Packing and Marking.

Packing goods for export is a highly specialized job. The equipment should be shipped in export seaworthy packing. If the goods are improperly packed and marked, the carrier may refuse to accept them. Packing can be external (outside: crate, bag) and internal (inside: box, pack, flask).

In case of consumer goods packing has a double function. On the one hand it is for protection. On the other hand it is for advertising.

The Seller should be responsible for any damage or breakage of the goods caused by improper packing.

Marking should be made with indelible paint in two languages on three sides of the case.

Every contract names Insurance of Goods. All sensible businessmen now insure goods for the full value in order to obtain indemnity (возмещение) in case of damage or loss. Insurance is against such risks as fire, burglary, pilferage, damage by water, breakage or leakage.

Every contract contains a Force Major clause. Force Major is a force against which you cannot act or fight. It usually includes natural disasters such as earthquake, flood, fire etc. The duration of a force major is as a rule 4 or 6 months. After that the Buyer has the right to cancel the contract. The Seller in this case has no right to claim any compensation for his losses.

Ex.2. Read the words to the text. Pronounce them correctly and learn their Russian equivalents.

intention -- намерение schedule -- график, расписание

obligation -- обязательство enclosure – приложение

alter -- изменять supply – поставлять

contents -- содержание conformity – соответствие

supplement -- приложение damage – повреждение

subject -- предмет breakage – поломка

measure – мера, измерение insurance – страховка

cancel -- аннулировать conditions – условия

Ex.3. Make a list of clauses of the contract. Learn their pronunciation and meaning.

Ex.4. Give Russian equivalents to the word combinations. Use a dictionary and the text for reference.

To draw up a contract; to give legal expression to; to alter and supplement some articles; to contain a number of clauses; to indicate the unit of measure; to quote firm, fixed or sliding prices; to be subject to change; in the course of the fulfillment of the contract; at the Seller’s expense; to be improperly packed and marked; to refuse to accept the goods; to be made with indelible paint; a sensible businessmen; to insure goods for the full value; to insure against risks; in case of damage or loss; in order to obtain indemnity; to have no right to claim any compensation.

Ex.5. Use the following words according to the models.

To draw up

1. Read the model.

We couldn’t draw up the contract because the terms of delivery hadn’t been agreed on.

2. Say why you couldn’t prepare the offer (order, protocol, agreement, document, memorandum etc.)

To cover

Ask and answer as in the model.

-- What is the report about?

-- The report covers the latest changes in the market.

Prompts: article; letter; specification; program; speech; lecture; book; telex; protocol; enclosure.

To affect smth, smb

1. Answer the questions:

1. What factors can affect the prices for asbestos (equipment, coffee, nylon, chemicals)?

2. What can affect the construction of projects?

3. What factors can affect the production capacity of the plant (the delivery schedule, the price for the trucks)?

2. Translate into English.

1. Эта новость сильно на него подействовала.

2. Необычно жаркая погода повлияла на цену на кофе.

3. Рост цен повлиял на объём заказов.

4. Изменение сроков поставок отрицательно скажется на строительстве завода.

To take into account

1. Ask and respond as in the model.

-- Why did you have to increase the prices?

-- We took into account the higher production costs.

Prompts: to reduce the supplies; to increase the amount of the orders; to give a discount; to double the order; to change the wording; to extend the payment period; to extend the guarantee period.

On condition (that)…

1. Read the model.

We’ll accept the offer on condition that you reduce the price by 1%.

2. Say in what case you will:

Increase the supplies; reduce the price; buy the new technology; sign the contract; extend the guarantee period; double the order.

Ex.6. Answer the following questions to discuss the details of the text. Use the text for reference.

1. Why is the contract drawn up in foreign trade transactions?

2. Is a contract made in writing or orally?

3. Must a contract have a standard form?

4. May any articles be altered or supplemented?

5. What kinds of contracts according to the purpose and contents are used?

6. What are the main clauses of a contract?

7. What does the subject clause of a contract name?

8. What kinds of prices maybe stated in a contract?

9. Where is delivery schedule usually given?

10. What does the guarantee clause usually say?

11. Why is packing goods for export a highly specialized job?

12. Who is responsible for any breakage or damage of goods caused by improper packing?

13. How should marking of goods be made?

14. Against what risks do all sensible businessmen insure goods?

15. Why does every contract contain a Force Major Clause?

Ex.7. Read and translate the text.

Contract №…

London 15^th January 2008

Belexport, Minsk, hereinafter referred to as the Seller and British Asbestos Ltd., London, hereinafter referred to as the Buyer, hereby agree as follows:

1. The Seller has sold and the Buyer has bought asbestos of Belarus origin on FOB terms from one of the Baltic ports at the Seller’s option. The grades, price and quantity are as stated below:

Grade	Quantity in metric tons	Price per metric ton in US dollars	Time of delivery
…	…	…	… in 2-3 lots within second and third quarters of 2008 starting in the first half of May…

The price for the goods is understood to be per metric ton, packing included, FOB one of the Baltic ports. The quantity is understood to be up to 5% more or less, at the Seller’s option.

2. Within five days after the receipt of the Seller’s notification by cable that the goods are ready for shipment, the Buyer shall open by cable with Belvnesheconombank, Minsk an irrevocable confirmed and divisible Letter of Credit in favour of the Seller for the full value of the goods plus 5% to cover the option. The Letter of Credit is to be valid for 90 days, with the right of extension if required by the Seller. The payment for the goods is to be made in US dollars for 100% (hundred per cent) of the invoice value of asbestos on presentation to Belvnesheconombank, Minsk, of the following documents:

Invoice in 3 copies

Seller’s Certificate of Weight

Set of Bills of Lading.

In the event of devaluation of the US dollar on or before the date of payment under the present Contract both parties have the right to renegotiate the price of the goods.

Ex.8. Learn the following words and word combinations.

hereinafter referred to – именуемый в дальнейшем

hereby agree as follows -- договорились о следующем

at the Seller’s option – по выбору продавца

an irrevocable, confirmed and divisible Letter of Credit – безотзывный подтверждённый делимый аккредитив

Certificate of Weight – сертификат веса

Bill of Lading – коносамент

Note: the Buyer shall open – глагол shall в документах обозначает долженствование.

Ex.9. Agree or disagree with the statements. Prove your point of view.

1. Grades and quantity are not stated in the contract.

2. The price stated in the contract is final.

3. Payment is made with a Letter of Credit.

4. The L/C is valid for 60 days.

5. The goods will be delivered within the first quarter of 2008.

Ex.10. Say what information the text gives about:

The object of this particular contract; the terms of delivery stated in the contract; the price and the terms of payment, stipulated in the contract; the factor which may affect the price of the contract.

Ex.11. Read the dialogue, write out new words and learn them.

Mr. Petrov, engineer of Belexport, is having talks in Minsk with Mr. Brown of British Asbestos Ltd. The British company is a regular importer of asbestos from Belarus and has often dealt with Belexport. Mr. Brown had been instructed by his firm to sign another contract for asbestos.

Brown: Good afternoon. Nice to see you again, Mr. Petrov. You are looking well, I must say. How are things with you?

Petrov: Not bad, thank you. And how are you?

Brown: Fine, just fine. I always feel well in beautiful weather like this. We’re having such a lot of rain in England now. I am happy to be away. Well, I suppose we had better get down to business.

Petrov: Yes, certainly. You’ve come to sign another contract, haven’t you?

Brown: That’s right. For next year, actually.

Petrov: Are you happy with our usual terms of delivery and payment?

Brown: Yes, quite. As a matter of fact, I’ve come here to talk about the price. I’d like to say that the volume of business in building industry in our country has dropped considerably. This affected the prices of a number of building materials. In this situation it’s quite natural we expect you to revise your prices for asbestos.

Petrov: I’m afraid this is not sufficient reason for us to lower the price.

Brown: But may I draw your attention to the fact that we wish to increase the purchase by a few thousand tons if you could offer us a reduction in the price.

Petrov: I’m sorry to say, Mr. Brown, but we wouldn’t be able to make extra supplies available to you. We’re planning to develop more industrial and housing projects. Besides, we’re already tied up to contracts with other partners. Taking these facts into account we could offer you the same amount as last year.

Brown: Mr. Petrov, we’ve been in business with you for a long time. Also we’ve doubled our purchase over the last two years. Therefore we would be grateful to you if in view of all this you could reduce the price.

Petrov: All right. I think we could reduce the price by 2%. But only on condition that the price is subject to further negotiations for the second half of the year.

Brown: That’s fine. I suppose that’s the best we can do today.

Ex.12. Give Russian equivalents to the following word combinations.

Has been instructed; get down to business; to sign another contract; usual terms of delivery and payment; as a matter of fact; the volume of business; has dropped considerably; it’s quite natural; to revise the price for; sufficient reason; draw up attention to; reduction in the price; to make extra supplies; to develop more projects; taking these factors into account; to be in business with you; to double the purchases; over the last two years; is subject to further negotiations.

Ex.13. Say what you have learnt about:

The business relations between Belexport and British asbestos Ltd.; the main point discussed by the representatives of both parties; the reasons why the Buyer asks for a reduction in the price; the economic plans of our country for the future; the factors which allowed Petrov to reduce the price.

Ex.14. a) Read and compare.

Brown: Nice to meet you again, Mr. Petrov. You are looking well, I must say. How are things with you?

Petrov: Not bad, thank you.

Brown: I suppose we had better get down to business.

Petrov: Yes, certainly. You’ve come to sign another contract, haven’t you?

Brown: That’s right. For next year actually.

Brown: Nice to meet you again, Mr. Petrov. You are looking fine, I should say. How are you getting on?

Petrov: Very well, thank you.

Brown: I suppose we should start our discussion.

Petrov: I understand you intend to sign a new contract.

Brown: That’s right. For the next year as a matter of fact.