大家帮我看看这个合同我翻译的对不对，另外能不能签 - 外贸英语 -
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& 大家帮我看看这个合同我翻译的对不对，另外能不能签
UID 383888
福步币 79 块
阅读权限 60
大家帮我看看这个合同我翻译的对不对，另外能不能签
一个俄罗斯的客户在给我下订单之前传了一份英俄双语的合同，让我们签字进行长期合作，因为涉及到违约责任，我需要比较谨慎所以请各位高手帮小弟看看翻译的是否正确，并且该合同哪几条能不能签，签了对我们是否会陷入被动局面。首先付款方式的一些问题我自己也会提出，请问大家遇到这样的合同会怎样对待呢？
XXX Co.,Ltd, China, hereinafter referred to as “Supplier” in person of General Manager XXX&&on one hand and “New Line Fabrics Ltd”, Russia, hereinafter referred to as “Buyer” in person of General director&&Levintov Mark on the other hand, conjointly called “Parties” have concluded the present Contract for the following:
1. Subject of the Contract
1.1. The Supplier and the Buyer agreed for business based on FOB Shanghai (in accordance with INCOTERMS-2000), the goods defined in attached Specifications, which are integral part of the present Contract
卖家和买家同意fob的合作方式，产品要加上详细的规格描述
1.2. The Buyer has exclusive right for sale of the goods, mentioned in the Specification to the present Contract, in the territory of Russian Federation, Ukraine, Belorussia, Kazakhstan..
买家在俄罗斯及联邦共和国有该产品的专有销售权，这点需要在合同中提及。
& && &2. Prices, Total value of the Contract.
2.1.& & & & All prices are quoted in U.S. Dollars
所有的产品需要美金报价
2.2.& & & & The marking and packing materials have no commercial value.
产品的记号及包装材料无商业价值
2.3. Prices for each item and the range of items to be supplied are established by the Parties in the Specification to the Contract.
每个产品的价格必须在合同中提供
2.4. Total value of the Contract is 200 000 (two hundred thousand) U.S. Dollars.
合同的总价值是20万美金
2.5. In case of needed increase of the value of the Contract, the Supplier and the Buyer shall conclude an Appendix to the Contract where the value of the Contract is increased.
万一需要增加合同的价值时，卖方和买方需要在合同附属说明合同增加价值的地方
3.& & & & Payment terms
3.1. Payments for each batch of the goods under the present Contract are effected in US Dollars by T/T. Each order payment is 10% deposit of the total amount of the order’s value and the balance payment within 14 working days from receipt of copy of B/L from the Supplier in accordance with commercial Invoice issued by the Supplier.
付款方式采用美金T/T方式，每个订单预付10%订金，余款在收到提单传真件后14天内付款并且卖方在商业发票签字后。
3.2 Date of payment shall be the date at which cash assets are being written off from The Buyer’s account for payment against the Contract. Bank commission for money transfer is for the Buyer’s account.
付款日期要以现金从买家账户被提取时算起
4. Delivery conditions
4.1. The goods are to be supplied in batches based upon Specification, which is signed by both parties and constitutes an integral part of the present Contract.
产品要按照合同签署规格型号成份生产及发货
4.2. The goods should be produced and ready for shipment within 25 calendar days from the date of 10% advance payment of the total amount of the Specification receipt to the Supplier’s account
在收到订金后25天内发货
4.3 Together with the goods the Supplier submits the following original documents to the Buyer: invoice, packing lists, certificate of origin, export declaration.
卖方必须同货物一起给买房提供，发票，装箱单，原产地证，出口申报单
4.4. Supplier is responsible for inappropriate documents execution mentioned in&&the p. 4.3 and for&&confidence of information which is specified in these documents and B/L: metеrage and weight of goods.
一旦发现4.3的各种文件和提单及形式发票在米数，克重等方面有不相匹配的数字，卖方需要承担责任
4.5. Within 3 days after the Supplier got the full payment for the shipped goods, Supplier should send by express mail original copies of documents mentioned in the p. 4.3&&to the Buyer&&postal address: 111622, Moscow, B.Kosinskaya str., 27,bld.V. and pass Bill of lading to shipping line and make Telex Release for Buyer
在收到大货全额款项的时候，卖方要在3日内将4.3中提及到的相关文件的原件快递发往莫斯科总部。
4.5&&The tolerance is 10%, just meaning the production’s quantity could more or less 10% according to the buyer’s order.
数量的偏差允许最多10%
4.6 The Supplier should get the confirmation from the Buyer to ship goods to port of&&loading. The Supplier doesn't have right to load goods out the ware house without permission of the Buyer.
卖方需要向买方索取目的港等信息，卖方在没有买方允许的时候不允许在卸货的时候将货物拿出包装箱。
5. Quality of the goods
5.1. The quality of the goods must be according to the Master samples approved by both parties.
产品的质量必须经双方确认和标准样品的质量一致。
5.2 Master samples should be done from the first production branch.
在第一次生产之前需要打样。
5.3 The Supplier should send Master samples for approval to the Buyer before the first shipment.
在第一次出货前，卖方要把标准样品发给买方进行确认。
If the Buyer has dispute about the master samples and prototype (the first supplier’s samples on its base the order is placed) by quality or color the Buyer has the right to ask to reproduce the first order or&&some colors from the first order in shortest time.
如果买家觉得大货样和原样在颜色和质量上有所不同，买家有权力要求卖家在短时间内重新生产。
5.4 Quality of the goods is acceptable if there are&&not more than 3 kinks in 1 roll. It is not acceptable&&the following defects: holes, lack of yarn , dirty, several pieces in one roll, color difference in accordance with Master sample.
如果1卷布，不超过3出疵点可以被接受，如果出现破洞，断线，污浊，拼匹，颜色和确认的大货样不同是不能被接受的。
[ 本帖最后由 scholar123 于
12:59 编辑 ]
UID 383888
福步币 79 块
阅读权限 60
6. Acceptance of the goods
6.1. The Buyer is to accept the goods with regards to number of packages and packing quality within 7 working days since the goods have been imported into Russian Federation (date of the import Customs declaration), otherwise, it is regarded as the buyer accept the number of packages and packing quality of the goods.
货物在送往俄罗斯的时候，买家需要在 7天内确认货物的件数和包装问题，逾期就当作买家默认包装质量和货物件数。
6.2. The Buyer is to accept the goods with regards to item quantity and quality of the goods during 6 months from the date the goods have been imported into Russian Federation (date of the import Customs declaration), otherwise, it is regarded as the buyer accept the quantity of the goods.
货物在送往俄罗斯的时候，买家需要在6个月内确认货物质量和米数，逾期就当作买家默认货物质量和米数。
6.3. The acceptance of each consignment is carried out according to the Detail Packing list issued by the Supplier.
交货的确认以卖家写的码单为准。
6.4. In case of inconsistency in quantity or quality of the goods, the Buyer has the right to claim to the Supplier for compensation of defected goods or shortages.&&In case of inconsistency in quality the buyer should send the photos of defected goods to the Supplier. All evidence of inconsistency in quality of the goods should be convinced by the Supplier.
一旦出现质量和数量不一致的地方，买家有权利要求卖家 补偿次品的米数和缺少的米数。一旦出现质量问题，买家需要将次品布的照片发给卖家，所有关于质量上不一致的证据都要由卖家亲自确认。
6.5. The Supplier is to be examined the inconsistency in quantity or quality within fifteen (15) working days since the date of&&Buyer issue note of defected goods or shortages to the Buyer. Should the Supplier fail to send a reply on expiration of the said period, the inconsistency in quantity or quality of the goods will be considered as admitted by the Supplier, and the Buyer has the right to deduct the compensation from future payments for the goods.
在买家对卖家发出客诉单关于有缺陷的部分和少米数的情况，卖家需要在15天之内检查并核实。卖家逾期没有做出答复视为默认接受补偿，买家将在下笔货款中扣除有缺陷的部分和少米数的部分的款项。
6.6 Acceptance of the goods with regards to quality and quantity of the goods can be held at factory in China before goods departure including weekend. The Supplier must provide the Buyer conditions to inspect quality of ordered goods. The Buyer has right to select goods and accord permission to load only qualitative goods. Defected rolls will not be shipped. Thereafter the Buyer will not pay for defected goods.
生产出来的货物先放在工厂，卖家必须按照买家的要求检验货物，买家有权只选择质量好的产品，有缺陷的布匹不会被运输，买家也不会对有缺陷的产品付款。
Article 7. Sanctions
7.1. In case of any delay in delivery of the goods as compared with the time stipulated in the present Contract clause 4.2, the Supplier will pay to the Buyer a penalty at the rate of 0.01 % of the value of non-delivered goods (sum of invoice) for every commenced day of delay, up to a maximum of 20% of the total amount of not shipped goods.
根据4.2所示的一旦卖家拖延交期导致，需要赔偿一定的罚金，就是每天支付总货款的0.01%，最多为总货款的20%
7.2 In case of the delay in delivery of the goods more than two (2) months of the time stipulated in the present Contract, the Buyer may cancel the present Contract. In case of such cancellation of the present Contract, the Supplier has to pay all payments did by the Buyer according to the clause 3.1. of the present Contract and pay all agreed penalties and damages, suffered by Buyer, during ten (10) banking days since buyer confirm the cancellation of the present contract, also the buyer should show the sufficient evidence about their damages.
7.3 In case of any delay in payment as stipulated in the present contract clause 3.1., buyer need pay supplier the balance money with interest at these delay time. Date of payment shall be the date from 14 days after B/L date, but not more than 2 month. Otherwise, supplier has the right to cancel the contract and claim for compensation to buyer about the damages caused by delay of payment above 2 month.
一旦逾期2个月未交货，买家有权取消订单，卖家需要退还全部订金并且支付所有的罚金和损失。在买家确认合同取消的10个银行工作日起，买家需要以充足的证据来证明他们损失的数目。
7.4. Supplier takes financial responsibility for all expenses, which are caused by incorrect information specified by Supplier in documents (see clause 4.4), while goods examination in port of loading, on the board Finland-Moscow and in custom authorities in Russia.
当货物在装货港检查，在运输途中，和在目的地时，如果发现如4.4中的不正确信息导致的增加额外费用需要由卖家承担。
8. Disputes and differences
8.1. All disputes and differences, which may arise from the present Contract or in connection to it, shall be settled by means of negotiations.
关于本合同引发的争论和冲突需要由双方协商解决
8.2. Should both Parties fail to reach an agreement, a case shall be submitted to the International Commercial Arbitration Court of the Chamber of Commerce and Industry of Russia, Moscow.
协商失败交由国际商务仲裁法庭和莫斯科工商联合会
8.3. The award of the International Commercial Arbitration Court of the Chamber of Commerce and Industry of Russia, Moscow, shall be final and binding upon the both parties.
国际商务仲裁法庭和莫斯科工商联合会具有最高判决权
& && && && && && &&&
& &&&9. Force-Majeure
9.1. The Parties bear no responsibility for the non-performance of the obligations under the present Contract if such non-performance resulted from circumstances of irresistible force (force-majeure), such as earthquakes, floods, fires, military operations, strikes and other circumstances which couldn’t be foreseen by The Parties at the moment the Contract was concluded or cannot be prevented during its validity period. Force-majeure does not include any non-performance of the obligations by The Parties for any other reason than was already mentioned in this paragraph or absence of material for producing the goods in the market. But except that if supplier has evidence against that the supplier’s market has stopped to produce this product material.
由于环境出现的不可抗因素导致的违约，双方不需要履行责任：如：地震，洪水，火灾，军事冲突，罢工以及双方不能预测和不能控制的情况。不可抗因素不包括合同中已经提及的不履行合同义务的情况，以及卖家因市场缺乏原材料导致的违约，除非卖家有证据能证明确实是由于市场问题导致的本次停产。
9.2. A Party for which performance of an obligation became impossible is to notify the other Party in writing about the beginning, expected time of duration and cessation of the above circumstances immediately but not later than 3 calendar days from the time of their beginning. Failure to notify or untimely notification deprives of the right to refer to any of above circumstances as a reason relieving from ability for non-performances of any obligation.
如果一方在本次合同中可能出现一些在生产上的困难需要提前通知另一方，如果发生问题后需要在3个工作日内通知，这种环境问题不需要追求违约责任。
9.3. If the impossibility of complete or partial performance of an obligation lasts for more than 3 months both Parties shall have the right to cancel the Contract totally or partially, having performed the Contract obligations which had appeared before the beginning of force-majeure circumstances.
如果由于不可抗因素导致的3个月内无法履行全部的或部分的合同责任，双方可以取消部分或者全部的合同，只履行发生不可抗因素之前的的责任。
9.4. The certificates issued respectively by the Chamber of Commerce either in the country of the Supplier or the Buyer shall be a sufficient proof of the existence of such circumstances.
要有当地商会出示的证明来确认确实发生了这样的不可抗拒因素。
10. Other provisions.
10.1. None of the Parties is entitled to transfer their rights and obligations under the present Contract to a third party without a written consent to it from the other Party.
在没有另一方书面确认的时候，任何一方不得将该合同的权利和义务转嫁第3方。
10.2. All alterations and amendments to this Contract are valid only if made in writing and duly signed by both Parties.
关于该合同的更改要双方确认并进行准确的文字修改。
10.3. The Parties shall treat the subject matter of the present Contract as confidential.
这份合同双方应该视为机密。
10.4. The Contract is made in duplicate, each in both languages Russian and English, both texts and Contract copies have equal legal validity.
这份合同应该一试两份，俄语和英语，2份具有同样法律效应。
10.5. The Contract comes into effect from the date of its signing and is valid until 31.12.2010. If none of the Contract Parties expresses a will to terminate the Contract within the last 30 calendar days of its validity period, the present Contract shall be automatically prolonged for next calendar year.
合同从签字起生效到 ，如果30天之内没人提出终止合同，此合同将继续延长到下一年。
UID 905899
积分 11482
福步币 44 块
阅读权限 80
太多了，没看.T/T10%也太少了，收到货款25天出货也太苛刻了，不知道你们什么产品呢。
UID 1087051
积分 16925
福步币 25 块
阅读权限 80
来自 zhejiang
your translation is okay. You got it right. For business consideration, you should consult your boss.
(Ad Hoc Judge)
人生自是有情痴 此恨不关风与月
UID 393505
积分 100571
福步币 51 块
阅读权限 120
来自 ST, GD
实在要保险& &合同中说明如有争执 以中文版本为准
UID 383888
福步币 79 块
阅读权限 60
俄罗斯那边一直说 要用英文跟俄文的版本。这个怎么跟他说呢
UID 1105622
阅读权限 40
回复 #6 scholar123 的帖子
合同翻译的不错啊！谢谢分享了！
还有，同意3楼的看法！
UID 497970
福步币 4 块
阅读权限 25
这个合同翻译的不错嘛
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