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A business contract is a legally binding agreement between two parties for an exchange of services that are of value. For a contract to be valid, an offer must be made and accepted. Using a contract in business dealings helps ensure an agreement is acted on, insofar as a broken contract could result in a lawsuit or out-of-court settlement and the payment of damages caused by the breach. The best way to avoid a dispute or potential litigation, however, is to craft a solid agreement in which you’re confident you’ve negotiated the best terms for your business.

In trade practice, when the contract is drafted by the seller, it is called a sales contract. When the contract is drafted by the buyer, it is called a purchase contract.

Genearally a business contract includes the following items：

Head： including of the tiltle of the contract, contract number, date of signing, place of signing, relevant parties names and addresses and words to denote their intention to sign the contract, etc.

Body： referring to contract terms.

Tail： indicating the copy number, its validity (time and place) and sinatures of parties, etc.

Negotiating is a crucial skill for getting what you want out of a contract. Know the points you are willing to be flexible on in a contract before you begin negotiations.

has secured an order from an American importer for her corporation’s garden tools. She is now negotiating the terms of the contract with Mr. Jackson from an importing firm.

Zhao： Well, Mr. Jackson. It seems to me that we’ve come quite a long way, but there are still a few points left over to clear up.

Jackson： Yes, let’s go over the terms and conditions of the contract. If you have any comments about them, do not hesitate to say so.

Zhao： Good, now the price： 1 000 sets of garden tools, quality and design as shown in our catalogue at USD6.50 each set CIF New York. So the business is closed at this price.

Jackson： Yes, that’s right. As to packing, we hope you can pack the goods in wooden cases.

Zhao： Oh, Mr. Jackson. As I told you before, cartons are as seaworthy as wooden cases and even have more advantages over the latter, for instance, they are easier to handle and cheaper in cost. We have never received any complaint about it from our clients. You can take it from me that they are strong enough to stand rough handling.

Jackson： All right, cartons then. Well, the shipment I understand is to be made before December, isn’t it? We can’t accept any delay.

Zhao： Yes. Rest assured that shipment will be effected according to the contract stipulations. But if my memory serves me right,“Transshipment via Hong Kong allowed” is what we agreed upon, isn’t it?

Jackson： I sincerely hope you are able to make a last minute change on this aspect.

Zhao： Sorry, that’s impossible. As I said, 60 days is the result of great concession made on our part, and I think we’d better keep to what has been agreed upon.

Jackson： Well, I guess there is no way out. I’ll see about the opening of the L/C as soon as I get home.

Zhao： Thanks. The next point is insurance. I’m sure you are quite familiar with our usual terms. If you have no objection, let’s take it as agreed.

Jackson： No objection at all. I remember it is to be covered by the seller for 110% of the invoice value against All Risks and War Risk.

Jackson： Okay. there is the last thing to make clear. How do we resolve the case when both parties hold different opinions on the standard of the goods?

Zhao： Oh, suppose we have a dispute, we can resolve the case by submitting the dispute to arbitration by the Chinese International Trade Arbitration Commission.

Jackson： All right. I’ m glad our discussion has come to a successful conclusion. Are we anywhere near a contract yet? I hope we can sign it very soon.

Now Miss. Zhao and Mr. Jackson are taking one more look before signing the contract.

Zhao： Now, we’ve finally reached a basic agreement on the problems that need to be worked out. Shall we sign the contract now?

Jackson： Just a minute. Generally speaking, a contract cannot be changed after both parties have signed it. So we’d better make sure one more time that we’ve got them right.

Zhao： That’s a good idea.

Jackson： First of all, about the format of our contract. There are two of the originals of the contract both in Chinese and English. Sothey’re equally authentic in terms of law. Here’s a copy for you to check.

Zhao： Thank you. I have no objections. It contains basically all we have agreed upon during our negotiations. To make sure no important items have been overlooked, let’s check if all the stipulations are in conformity with the terms we agreed on.

Jackson： Okay, let’s start from the name of the commodity, specifications, quantity, unit price. Well, it looks good enough to me; you’ve done a good job.

Zhao： Thank you. Since your company enjoys a good reputation, we want to make sure we keep your business.

Jackson： We always think our commercial reputation is of primary importance, and promise that the execution of the contract will not be compromised, no matter what happens.

Zhao： It’s really nice to get to know all of you; shall we sign the contract now?

Zhao： Let me propose a toast to the success of negotiations and to our future cooperation. Cheers!

Jackson： Cheers! Let’s congratulate ourselves on having brought this transaction to a successful conclusion.

After singing the contract, Mr. Jackson talks about signing a long-term agreement with Miss. Zhao.

Jackson： I’m so glad we’ve reached an agreement on this particular contract. I hope the contract will lead to years of friendly cooperation.

Now China has been expanding business with foreign countries, and I think it’s necessary for us to make some long-term business arrangements.

Jackson： I totally agree. Maybe this is the right time for us to talk about it. But I don’t really see how we can do it. You see, sometimes we hold different points of view about the trend of the international market price.

Zhao： Oh, that is not really important to a long-term agreement. This agreement need only concern itself with quantity, specifications, terms and conditions, etc.

Zhao： We could meet every three months or so to set the price according to the prevailing world market price.

Jackson： All right. Another question. What if, for one reason or another, we weren’t able to buy as many as we wrote down in the contract for one year or you couldn’t supply us with as many as in the contract. What would be done about the difference?

Jackson： Do you mean that both sides would then be released from their obligations to fulfill the balance of the quantity for that year?

George： Well, I see. I accept your suggestion. Perhaps you may prepare the draft agreement.

Jackson： All right. I’ll get it ready for your perusal sometime tomorrow afternoon.

congratulate yourself (on something)（为成就或成功）感到高兴，感到高兴

1. It seems to me that we’ve come quite a long way, but there are still a few points left over to clear up. 在我看来，我们好像已经取得了很好的进展，但是还是有几点需要弄清楚。leave over 意为“留下，剩下”，例如：There is not much left over. 存货不多了。clear up意为“处理，完成”。

2. Yes, let’s go over the terms and conditions of the contract. 是的，让我们来重温一下合同的条款和条件。go over 意为“检查，重温”。

4. As I told you before cartons are as seaworthy as wooden cases and even have more advantages over the latter, for instance, they are easier to handle and cheaper in cost. 就像我之前告诉过您的，纸板箱和木箱同样适合航海，甚至纸板箱更有优势，例如，搬运方便，价格便宜。seaworthy 是形容词，意为“适合海运的”。例如：We use standard seaworthy packing for long distance transportation. 我们采用的是适合于远距离海运的标准包装。

5. You can take it from me that they are strong enough to stand rough handling. 我可以向您保证这些纸板箱够结实足以承受粗鲁搬运。rough handling 是经贸英语中常见的一种说法，意为“（货物的）粗暴（粗鲁）搬运”，例如：The damage of the goods was due to rough handling in transit. 货损是在运输过程中粗暴装卸所造成的。

6. Rest assured that shipment will be effected according to the contract stipulations. 您大可放心，我们一定会按照合同规定进行装运。rest assured是固定用法，意为“放心”，例如：Please rest assured that repayment is ensured. 请您放心，还款是有保障的。effect shipment固定用法，意为“交货，装船，完成装运”。

7. But if my memory serves me right, “Transshipment via Hong Kong allowed” is what we agreed upon, isn’t it? 但是，如果我没记错的话，我们同意“允许经香港转运”，对吗？agree upon意为“就……达成一致，同意”，例如：The Parties may agree upon the extension of the delivery period. 双方可能同意对交付期间的延长。

8. irrevocable L/C：不可撤销信用证，是指开证行一经开出、在有效期内未经受益人或议付行等有关当事人同意，不得随意修改或撤销的信用证；只要受益人按该证规定提供有关单据，开证行（或其指定的银行）保证付清货款。

9. I remember it is to be covered by the seller for 110% of the invoice value against All Risks and War Risk. 我记得是卖方承担发票价值110%的一切险和战争险。All Risks 意为“一切险，综合险”，是三种基本险之一，其他两种险即为FPA（平安险），WPA（水渍险）。War Risk 意为“战争险”，即为防止发生战争为货物所投的险。

10. How do we resolve the case when both parties hold different opinions on the standard of the goods? 当双方对产品的标准持不同观点的时候，我们应该如何解决？hold an opinion 意为“持有……意见”。

11. To make sure no important items have been overlooked, let’s check if all the stipulations are in conformity with the terms we agreed on.为了不遗漏重要条款，我们再确认一下符合双方意向的条款是否一致。conformity with 意为“符合，一致”，例如：You should handle cases in conformity with legal provisions. 你们应该依法办案。

12. We always think our commercial reputation is of primary importance, and promise that the execution of the contract will not be compromised,no matter what happens. 我公司一直把商业信誉放在首位，无论发生什么，我们都会保证合同的执行不会受丝毫影响。execution of the contract 名词短语，意为“执行合同”，其相应的动词词组为execute the contract.

13. I think it’s necessary for us to make some long-term business arrangements. 我们很有必要商定长期商务合作问题。make arrangements 意为“做安排”。

14. We could meet every three months or so to set the price according to the prevailing world market price. 我们可以每三个月左右见次面，然后根据时下的国际市场价格定价。prevailing market price 意为“市场流行价”。

15. We may simply cancel the discrepancy. 我们可以取消不一致的部分。discrepancy是名词，意为“不一致，差异”。

1) How do we resolve the case when both parties hold different opinions on the standard of the goods?

2) If we have a dispute, we can resolve the case by submitting the dispute to arbitration by the Chinese International Trade Arbitration Commission.

3) If one side fails to observe the contract, the other side is entitled to cancel it.

4) To make sure no important items have been overlooked, let’s check if all the stipulations are in conformity with the terms we agreed on.

2) Let me propose a toast to the success of negotiations and to our future cooperation. Cheers!

3) Cheers! Let’s congratulate ourselves on having brought this transaction to a successful conclusion.

4) I’m glad our negotiation has come to a successful conclusion.

5) I hope the contract will lead to years of friendly cooperation.

1. Translate the following into Chinese orally.

1) If you have any comments about them, do not hesitate to say so.

2) The first installment was made last month.

3) How do we resolve the case when both parties hold different opinions on the standard of the goods?

4) We’ve finally reached a basic agreement on the problems that need to be worked out.

5) Let’s congratulate ourselves on having brought this transaction to a successful conclusion.

2. Translate the following into English orally.

1) 一般情况下，合同在双方签字后不得变更。

2) 这里是一份供您参考的副本。

3) 我公司一直把商业信誉放在首位，无论发生什么，我们都会保证合同的执行不会受丝毫影响。

4) 我们不接受任何延期交付。

5) 基于到岸价条款，你方负责保险事宜。

3. Topics for discussion.

1) What kind of factors do you need to consider when negotiating a business contract? State the reasons.

2) How to draft a business contract for companies?

3) Have you heard Chinese International Trade Arbitration Commission before? What is its main function in international business?

Find a partner and act the following roles according to the situation described：

Situation： Ms. Green is concluding a negotiation with Mr.Bauman for the contract terms.

the contract： Be pleased to negotiate changes of some clauses. Reject the payment revison first and make a compromise finally. Show agreement to the proposed shipment. Be ready to draft the contract.

Netherlands. Negotiating the contract：

Advise to change some clauses.

Propose to revise the payment term： from L/C to D/P.

Suggest shipping the goods at one time instead of partial shipment.

Show gratitude for the cooperation.

Though verbal agreements are enforceable by law, it’s still best to get everything down in writing—especially when operating a small business. Going forward without a contract, especially in the case of an important business deal, is a risky proposition. Make it a point to learn all you can about business contracts, and hire a business lawyer to help you navigate the process of drawing up and signing these agreements.

A business contract is an agreement made between two parties regarding a business arrangement. This is an agreement that is legally binding, meaning that either party may bring suit regarding the contract in a court of law if the other party does not live up to his end of the deal.

In the course of business, you may have to create a variety of types of business contracts. If you organize as a partnership, you’ll have to draw up a partnership agreement. If you hire workers, you may have to create an employment contract. When making arrangements with vendors or customers, it’s customary to sign some type of a business contract. If you plan to sell a company or sell business property, you need a business contract in this case as well.

To have a legally binding business contract, the document has to meet an important set of requirements. For one, it has to have“consideration,” which means that both parties benefit from the agreement in some way, such as an exchange of money and property. It also must clearly list any terms and conditions of the agreement—the contract cannot contain contradictory language that could make it difficult to accurately interpret those terms. The document must also include dates and times for execution of the agreement and both parties must deliver on his end of the business contract for it to take effect. In addition, the contract cannot violate any laws.

Some business owners prefer to have a lawyer draw up business contracts, but if you want you can create one on your own. One of the simplest ways to draw up a business contract is to download a business contract template online and edit it to your needs (See “Resources”). It’s still prudent to have a lawyer look over the agreement before you and the other party sign.

According to attorney Shannon Miehe, it’s not necessary to use legalese to create a legally enforceable business contract. You can speak in plain language. Also, remember to include clauses regarding the termination of the agreement, confidentiality, and the state law that you’re signing this contract under if both parties are from different states.