第单元商业合同

第6单元　商业合同
Unit 6 Business Contract

Text A

Ⅰ．课文导读

在现代经济社会，商务合同已经成为我们生活中不可或缺的一部分。合同是双方意思达成一致的结果，它构成了各项经济活动的基础。诚实信用和公平交易原则是合同交易的指导性原则。合同的达成一般需要经过要约邀请、要约、反要约和接受四个环节，其中要约和接受是两个必经阶段。合同一经达成，将对双方当事人的行为产生拘束力。在普通法系国家，合同有效与否还必须考虑对价和意图两方面因素。

Ⅱ．Text

Early in history the importance of contractswas recognized as beneficial to the development of business and trade．Modern society could not exist without contracts as they are the foundation for almost all commercial activities in the world．We could notgo about our daily lifewithout contracts;in fact，mostof us engage in a contractevery day withouteven knowing it．For example，when you buy clothes at a plaza or live at a hotel，you enter into a simple contract．Generally，a contract is the result of some sort of agreement between two or more individuals of groups，and the agreement creates some obligations among the parties involved．

A simple definition of contract is an agreement that is enforceable or binding，which is the resultof business negotiations．Some contracts are simple and can be formed very easily，butothers aremore complicated andmay requiremany documents or pages of awritten agreement．Not every contract has to be in writing，but itmay be wise to put some contracts in writing to avoid disputes as to what the exact terms of the contract are．

A business contract is an agreement which sets forth binding^[1]obligations of the relevant parties for an exchange of goods or services that are of value．It is enforceable by law，and any party that fails to fulfill his contractual obligationsmay be sued^[2]and forced tomake compensation^[3]，though most contracts do not give rise to disputes．

Business contracts are often used in various kinds of business activities，including hiring or being employed as an independent contractor，buying or providing services or goods，leases and real estate，selling your business，partnerships and joint ventures，franchising^[4]，confidentiality^[5]agreements，and so on．

To be honest and fair is very important in the business transaction．In every business contract there is an implied covenant^[6]that neither party shall do anything，which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract，which means that in every contract there exists an implied covenant of good faith and fair dealing．It is a general presumption that the parties to a contractwill dealwith each other honestly，fairly，and in good faith，so as not to destroy the right of the other party or parties to receive the benefits of the contract．It is implied in every contract in order to reinforce the expressed covenants or promises of the contract．A lawsuit based upon the breach^[7]of the covenantmay arise when one party to the contract attempts to claiMthe benefit of a technical excuse for breaching the contract，or when he or she uses specific contractual terms in isolation in order to refuse to perforMtheir contractual obligations，despite the general circumstances and understandings between the parties．

The conclusion^[8]of a satisfactory business contract results largely froMthe careful and meticulous^[9]business negotiation between the seller and the buyer．They are in order to reach an agreement on the terms in respect of name of commodity，brand，specification，quality，quantity，packing，price，shipment，insurance，payment，inspection，forcemajeure^[10]，claims and disputes，arbitration，etc，which constitute themajor final clauses in the contract．

Generally，there are four phases to reach an agreement in the contract．That is，invitation for offer，offer，counter-offer，and acceptance．In practice，it is not necessary for every transaction to cover these four phases．In some cases，only offer and acceptance will serve the purpose．It is stipulated in the laws of some countries that only offer and acceptance are two indispensable^[11]factors，lack of either willmake no contract．

The first phase is invitation for offer(it also be called enquiry^[12])．When a businessman intends to import，hemay send out an enquiry to an exporter，inviting a quotation or an offer for the goods he wishes to buy or simply asking for some general information about these goods by mail or by telegraMor telex or in the forMof quotation sheets^[13]．The exporter，on receiving the enquiry，willmake a reply to it．In thisway，the negotiation is getting started．A reply to enquiry froMa regular customer is normally fairly brief，and does notneed to bemore than polite and direct．

The second phase is offer．Every business contract under United Nations Convention on Contracts for International Sale of Goods(CISG)，and under most national laws，as well，requires an offer．According to the CISG，a proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror^[14]to be bound in case of acceptance．The party addressed is called offeree^[15]．In otherwords，an offer is actually a proposal of certain trade terms and an expression of awillingness tomake a contractaccording to the terms proposed．Every offermustmeet the following requirements:1) a serious intent by the offeror to be bound by the offer，for example，an offer ismade without serious intent when it ismade in obvious anger or as a joke，2) reasonably certain or definite terms，such as price，and 3) communication of the offer by the offeror to the offeree．Otherwise，it just can be called invitation for offer．

The third phase is counter-offer^[16]．When the buyer finds that the terms and conditions in the offer are acceptable，hemay probably place an order promptly．However，inmost cases，the party who has received the offer and is not in a position to fully accept the business terms offeredmay make a counter-offer．It indicates a revision of the price or other termswith the purpose of bargaining．On receiving the counter-offer，the offerormay weigh the advantages and disadvantages and decide to accept or decline it according to the specific situation．Hemay alsomake a re-offer to put forward some new terms or conditions．This is called an“anti-counter-offer”．In this way，through times of negotiations，agreement is reached upon，contract singed and business concluded．

The fourth phase is acceptance．An offeree can transforMan offer into an agreement by acceptance．Acceptance ismerely the voluntary act by the offeree that shows consent to the terms of an offer．In general，an acceptancemustbe both unequivocal^[17]and communicated to the offeror．Only the offeree or the offeree's agent(an agent is someone who is authorized^[18]to act for someone else) can accept an offer．Under the CISG，Article 18，and in many countries，like the United States under the UCC and at common law，silence by the offeree cannot be an acceptance，even if the offer says that silence will be seen as an acceptance．Moreover，an offeree is usually required to say something or to do some affirmative act to show his acceptance，even if it is just a nod of the head to communicate“Yes”．For an acceptance to be unequivocal，absolute and unconditional，itmust exactly match the terms of the offer．There can be no variation froMthe offer nor can there be alternative^[19]terms or conditions．Otherwise，the offer will be seen as rejected，and it is not an acceptance but a counter-offer．

In common law^[20]，it requires other two elements for a business contract to be valid．One is consideration．For a contract to be enforceable something of valuemust be given，for example，a price，event if it is of nominal value，say￡1．The other is intention．It is assumed that contracting parties intend to create legal relations，particularly in commercial circumstances．This is，however，a rebuttal presumption^[21]—an assumption that can be contradicted^[22]—if there is contrary evidence．

Ⅲ．Notes

1．IMplied covenant of good faith and fair dealing(诚实信用和公平交易原则)．It is a general assumption of the laWof contracts，that people will act in good faith and deal fairly without breaking their word，using shifty means to avoid obligations，or denying what the other party obviously understood．A lawsuit(or one of the causes of action in a lawsuit) based on the breach of this covenant is often broughtwhen the other party has been claiming technical excuses for breaching the contract or using the specific words of the contract to refuse to perforMwhen the surrounding circumstances or apparent understanding of the partieswere to the contrary．

2．Forcemajeure(不可抗力)．It is a common clause in contracts that essentially frees both parties froMliability or obligation when an extraordinary event or circumstance beyond the control of the parties，such as a war，strike，riot，crime，or an event described by the legal terM“act of God”(such as flooding，earthquake，or volcanic eruption)，prevents one or both parties froMfulfilling their obligations under the contract．However，forcemajeure is not intended to excuse negligence or othermalfeasance of a party，aswhere non-performance is caused by the usual and natural consequences of external forces，orwhere the intervening circumstances are specifically contemplated．

3．CISG:United Nations Convention on Contracts for the International Sale of Goods(联合国国际货物买卖合同公约)．　It is a treaty offering a uniforMinternational sales law that，as of August2010，has been ratified by 76 countries thataccount for a significant proportion of world trade，making it one of themost successful international uniforMlaws．The CISG was developed by the United Nations Commission on International Trade Law(UNCITRAL) and was signed in Vienna in 1980．It allows exporters to avoid choice of lawissues as the CISG offers“accepted substantive rules on which contracting parties，courts，and arbitratorsmay rely”．The CISG has been regarded as a success for UNCITRAL as the Convention has since been accepted by States from“every geographical region，every stage of econoMic development and every major legal，social and economic system”．

4．UCC:The UniforMCommercial Code(美国统一商法典)．It is first published in 1952 as one of a number of uniforMacts that have been promulgated in conjunction with efforts to harmonize the laWof sales and other commercial transactions in all50 stateswithin the USA．The goal of harmonizing state lawis important because of the prevalence of commercial transactions that extend beyond one state．For example，goodsmay bemanufactured in State A，warehoused in State B，sold froMState C and delivered in State D．The UCC therefore achieved the goal of substantial uniforMity in commercial laws and，at the same time，allowed the states the flexibility tomeet local circumstances by modifying the UCC's textas enacted in each state．The UCC deals primarily with transactions involving personal property(movable property)，not real property(immovable property)．

5．Common law(普通法)．Also known as case laWor precedent，it is law developed by judges through decisions of courts and similar tribunals rather than through legislative statues or executive branch action．In cases where the parties disagree on what the lawis，an idealized common law court looks to past presidential decisions of relevant courts．If a siMilar dispute has been resolved in the past，the court is bound to follow the reasoning used in the prior decision (this principle is known as stare decisis)．If，however，the court finds that the current dispute is fundamentally distinct froMall previous cases(called a“matter of first impression”)，judges have the authority and duty to make law by creating precedent．Thereafter，the new decision becomes precedent，and will bind future courts．

Ⅳ．Useful Expressions

1．set forth:提出

2．avoid disputes:避免争端

3．contractual obligation:合同义务

4．give rise to:引发

5．in respect of:在……方面

6．in a position to:能够;有做……的条件

7．in general:一般来说

8．weigh the advantages and disadvantages:权衡利弊

Ⅴ．Reading Comprehension

Questions

1．What is the definition of a business contract？

2．What activitieswill a business contract need？

3．What clauses does a business contract cover？

4．What does breaching mean in a contract？

5．What are the four phases to reach an agreement？

Decide whether each of the following statements is true or false．

1．A contract is an enforceable or binding agreement resulted froMbusiness negotiations．(　)

2．Every contract has to be in the forMof writing．　(　)

3．In every contract there exists an implied covenant of good faith and fair dealing．(　)

4．The conclusion of a satisfactory business contract resultsmostly froMthe honesty and integrity of both sellers and buyers．　(　)

5．Generally，there are three stages to reach an agreement in the contract:offer，counter-offer，and acceptance．　(　)

6．According to the laws of some countries，only offer and acceptance are two indispensable factors in a contract．　(　)

7．A reply to enquiry froMa regular customer should be in great detail and formality．

(　)

8．Under CISG andmostnational laws，every business contract requires an invitation for offer．　(　)

9．Only the offeror's agent can accept an offer．　(　)

10．Common lawrequires other two factors for a valid business contract:consideration and intention．　(　)

Ⅵ．Discussion

How do you understand the implied covenant of good faith and fair dealing？Illustrate it．

Text B

BEC Reading Texts

PART ONE

Questions 1—8

·Look at the statements below and the five extracts about international transaction froMan article．

·Which extract(A，B，C，D or E) does each statement(1—8) refer to？

·For each statement(1—8)，make one letter(A，B，C，D or E) on your Answer Sheet．·You will need to use some of these lettersmore than once．

1 International transaction for the sale of goods has its own particular features．

2 Besides basic information of goods，a number of other factors should be considered for the protection of two parties froMpotential problems in a contract of international business．

3 The process of shipment of goods has some risks due to distance．

4 International commercial businesses and organizations have taken some measures to spread the predictable risks to both parties．

5 To ensure an effective international trade，the payment process should be satisfactory to both parties．

6 A couple of factors are involved in an international transaction that distinguishes it froMa domestic one．

7 Both the buyer and the seller have their specific concerns in an international trade．

8 Distance imposes some problems in international transactions，and other assistance is required to minimize the risks to both parities．

A. Anyone involved in an international business transactionmusthave some know ledge not only to protect one's rights，but also to be effective and successful in international trade．Since the basic purpose of international trade is for the seller(exporter) to obtain payment for goods sold and the foreign buyer to obtain themerchandise he ordered，the payment processmust satisfy both parties．Exporterswant to get paid as quickly as possible，while importers usually prefer delaying payment at least until they have received the merchandise．Depending on the negotiating strength of the parties and upon the credit and business reputation of each，several different types of paymentmethods can be chosen．

B. However，because of the distance between them，the buyer and seller in most international transactions requiring the shipmentof goodswill discover that itwill be impossible both to have the seller paid upon shipmentand to allow the buyer to delay paymentuntil after inspection once the goods have arrived．Thus，the help of others is required to reduce the risk to both the buyer and the seller．The seller and the buyer often do notwant to be involved in lawsuits as a result ofMisunderstanding in the sale of goods contract since such lawsuits are often expensive and may involve foreign legal proceedings with unfamiliar laws and different regulations to at least one of the parties．

C. The contract for the sale of goods between two ormore international businesses，thus，will involvemore than just the price，quantity，and quality of goods．Many other factorsmust be taken into account to protect both the buyer and the seller froMpotential problems over such long distances involving foreign customs and rules．The seller's primary risk in an international transaction is notbeing paid for his goods．The buyer，in contrast，does notwant to pay unless he is assured that the goods have arrived at his location，or at least been shipped．He also is concerned aboutwhether the goods are of the quality and quantity as required in the contract between the parties; therefore，the buyer often wants to inspect the goods before paying for them．

D. Some parts of an international transaction are unique and unlike a domestic transaction for the sale of goods．For example，an international transaction usually involves a geographic separation of the parties，sometimes involving organizations on different continents，therefore，requiring long-distance transportation of goods．The international transaction may involve more than one legal systeMand perhaps different currencies．Extra regulationsmay be imposed on an international transaction，such as licensing requirements on exports，customs duties or tariffs，and sometimes also quotas．Moreover，the buyer and seller may not know each other and may not wish to trusteach other to comply withmutual promises in a transaction involving a lot ofmoney．

E. To avoid orminimize some of these problems，international commercial businesses and organizations，as a result of years of experience and custom，have tried to set up ways to spread the foreseeable risk to the buyer and seller through the use of specialized language of certain commercial terms(FOB，CFR，CIF，bill of lading，bill of exchange or draft，and irrevocable letter of credit) and through setting up the international transaction as a series of smaller transactions，where the risks are smaller and identifiable to each party．

PART TWO

Questions 9—14

·Read the text about classification of contracts．

·Choose the best sentence to fill each of the gaps．

·For each gap(9—14)，mark one letter(A-H) on your Answer Sheet．

·Do not use any lettermore than once．

Classification of Contracts

A more complete definition of a contract is a proMise or set of proMises for which the law will provide a remedy in the event of a breach．(9)．．．

A binding contractmustmeet the following requirements:1) It is in the forMrequired by the law;2) It is between parties with the capacity to contract—that is，legally capable to contract—ormade by agents or representatives of the contracting partieswith the authority to act;3) It is enforceable in the event that one of the contracting parties fails to perforMthe contract．(10)．．．However，the law does require that some agreements aremade in writing．

(11)．．．Example of agreements to be made in writing include:contracts for the sale of land;contracts of guarantee; contracts for transfer of shares; contracts which muse be made by deed，for instance，a lease for more than three years．(12)．．．In contrast，a contract by deed does not require consideration．

(13)．．．For example，a deed may need to be affixed with a seal—a printed company stamp—if one party is a limited company．Common lawrequires that a deed is delivered．This deterMines the date froMwhich the parties are bound．Itmust be clear on the face of a deed that it is executed by the parties as a deed．(14)．．．For instance:this document is executed as a deed and is delivered and has effect at the date written at the beginning of it．

A. Deedsmay contain standard wording about execution．

B. A binding contractmay bemade in writing or orally，and implied froMconduct，that is，by the behavior of the contracting parties．

C. A deed has different formal execution requirements depending on the contracting parties．

D. As an oral contract is not as valid as a written one．

E. A simple contract require consideration—the price in exchange for a promise to do something—and becomes effective on execution，generally when it is singed．

F. This is usually because registration is required for the agreement to be effective and the relevant registry requires a written agreement．

G. There some generally two forms of contracts:binding contract and simple contract．

H. Both simple contract and binding contract demand reconsideration．

PART THREE

Questions 15—20

·Read the following article on the reasons and solutions of complaints or claims in a sales contract．

·For each question(15—20) mark one letter(A，B，C or D) on your Answer Sheet for the answer you choose．

In foreign trade，it is ideal that the seller delivers the goods conforming to the contract in respect of quality，specification，quantity and packing，and hands over the documents concerning the goods at the right time and place stipulated in the contract．And the buyermakes payment for the goods and takes delivery of theMin the same manner specified in the contract．However，there always exists a gap between ideal and reality．Complaints or claimsmay sometimes arise in spite of our well-planned and careful work in the performance of a sales contract．In practice，it is not infrequent that the exporter or the importer neglects or fails to perforMany of his obligations，thus giving rise to breach of contract and various trade disputes，which，subsequently，leads to claim，arbitration，or even litigation．

Breach of contractmeans the refusal or failure by a party to a contract to fulfill an obligation imposed on hiMunder that contract，resulting from，e．g．，repudiation of liability before completion，or conduct preventing proper performance．The contract is discharged where the breach results in the innocent party treating it as rescinded and where it has the effect of depriving the party who has further undertakings still to perforMof substantially the whole benefit which was the intention of the parties as expressed in the contract as the consideration for performing those undertaking．

There are two kinds of complaints or claimsmade by buyers:

(1) The genuine complaint or claim，which arises froMsuch situation as the following:

a．The wrong goodsmay have been delivered．

b．The quality may not be satisfactory．

c．The shipmentmay have been found damaged，short or late．

(2) The false complaintor claim，which ismade by buyerswho find faultwith the goods as an excuse to escape froMthe contract，because they no longer want the goods or because they have found that they can buy theMcheaper elsewhere．Suppose you are the buyer and are suffering froMsomeone'smistake．If a complaint or claiMhas to bemade，thematter should be investigated in detail and these details should be laid before the party charged．Sometimes，a reference to the previously satisfactory deliveries and servicesmay help to winmore sympathetic consideration of the present complaint or claim．Wemust handle complaint or claims in accordancewith the principle of“on the first ground to our advantage and with restraint”and settle theMaMicably to the satisfaction of all parties concerned．It is necessary to study the case in question and as certain what the real cause is and who is the party to be held responsible．Wemust also be careful in choosing the wording in our correspondence so as to avoid any misunderstandings．

15. What is the first paragraph mainly about？

A. Sellers deliver goods through ideal．

B. Buyersmake payment according to the contract．

C. Complaints or claimsmay sometimes appear in the performance of a sales contract．

D. There is a big gap between ideal and reality in business practice．

16. Which is the worst consequence of breach of contract？

A. arbitration　B. litigation　C. claim　D. negotiation

17. The genuine complaint or claiMmay arise froMsuch situations EXCEPT

A. shipmentmay have been found damaged

B. The wrong goodsmay have been delivered．

C. The quality may not be satisfactory．

D. The price of the goods is too high．

18What is the realmotivation for a false complaint or claim？

A. The buyer have found goods atmore competitive price．

B. The quality of the goodsmay be undesirable．

C. The seller has broken the contract．

D. The delivery process disobeys rules．

19. Why a reference to previous sound practice ismade in case of a complaint？

A. to set a good example for other sellers．

B. to prevent furtherMistakes．

C. to escape possible punishment．

D. to gain more sympathetic attitude of the buyer．

20. For what proper wording is used in the correspondence？

A. for the sake of formalism

B. for politeness

C. for avoidance ofMisapprehension

D. formutual benefit

PART FOUR

Questions 21—30

·Read the article below about the role of contracts．

·Choose the correctword to fill each gap froMa，B，C or D．

·For each question(21—30)，mark one letter(A，B，C or D) on your Answer Sheet．

The Role of Contracts

Each of us enters into many contracts every day without giving thematter any thought．On the way to work，you stop at a newsstand and buy a newspaper and a pack of gum．You also go into a dinner and buy a cup of coffee and a doughnut．Afterwards，you stop at a discount ticket counter and purchase two tickets to a Broadway show．Finally，you arrive at the subway station and buy a token．In each of these examples，a contractwasmade．In each case，therewas a valid (21)．．．and acceptance，consideration，mutual assent，and legality．No documents were (22)．．．，and no contract(23)．．．took place，yet(24)．．．contracts were formed giving each party certain rights and imposing on each some responsibilities as well．Most contracts are (25)．．．completed without a probleMand without the interested parties giving themattermuch thought．Problems arisewhen parties to a contract(26)．．．to live up to their agreements orMisunderstand what it is they agreed to do．The laWof contracts is called upon to(27)．．．the dispute between the parities in accordancewith established rules of law that determine each party's rights and(28)．．．under a valid contract．Parties can avoid many Misunderstandings and disagreements between contracting parties，as well as(29)．．．，time-consuming litigation，if they have a basic(30)．．．of the laWof contracts．

21. A. demand　　　　 B. offer　　　　C. requirement　　　D. purchase

22. A. discussed　　　B. revealed　　 C. signed　　　　　 D. produced

23. A. negotiation　　B. debate　　　 C. check　　　　　　D. review

24. A. legal　　　　　B. available　　C. effective　　　　D. valid

25. A. basically　　　B. routinely　　C. generally　　　　D. eventually

26. A. fail　　　　　 B. decide　　　 C. refuse　　　　　 D. has

27. A. determine　　　B. end　　　　　C. settle　　　　　 D. finish

28. A. expense　　　　B. obligation　 C. benefit　　　　　D. opportunities

29. A. favorable　　　B. cheap　　　　C. advantageous　　 D. costly

30. A. rule　　　　　 B. idea　　　　 C. understanding　　D. notion

PART FIVE

Questions 31—40

·Read the article below about the importance of contract．

·For each question 31—40，write one word in CAPITAL LETTERS on your Answer Sheet．

The IMportance of Contract

Contract lawis(31)．．．great importance in business and in everyday life．Even though most of us are unaware of it，we enter into a(32)．．．number of binding contracts every day．Ordinary business transactions such as buying a pack of guMat the corner grocery store，purchasing a ticket at amovie theater，or ordering ameal at a restaurant all involve valid contracts that provide the concerned parties(33)．．．certain rights and duties．

A contract is a legally enforceable promise between two ormore people．(34)．．．all contracts contain enforceable promises，not all promises between people result in contracts．There aremany promisesmade(35)．．．people that the courtswill not enforce．

For example:ToMinvites Lily to dinner and Lily(36)．．．ToMis looking(37)．．．to the date and can think of little else all day long．A half hour before ToMwas to pick her up，Lily calls hiMand tells hiMthat shewill not be able to keep their date since Rose has(38)．．．her to go dancing and she has accepted．ToMis upset，hurt，and quite angry．He'd(39)．．．to sue her for breach of contract，since she has clearly broken a promisemade to hiMearlier that day．will he succeed？

Lily may not be a very nice person;she has broken a promise to a friend and needlessly hurt his feelings in the process．Shemay have had amoral obligation to attend the dinner date; nevertheless，she had no legal obligation to do so．The agreement she breached was not a contract，(40)．．．merely a social obligation that the courtswill not enforce．

PART SIX

Questions 41—52

·Read the text below froMa report about oral and written contracts．

·In most lines(41—52)，there is one extra word．It either is grammatically incorrect or does not fit in with the sense of the text．Some lines，however，are correct．

·If a line is correct，write CORRECT on your Answer Sheet．

·If there is an extra word in the line，write the extra word in CAPITAL LETTERS on your Answer Sheet．

Oral and written Contracts

41. An oral contract is a spoken agreement that is as valid as a written contract．For

42. example，if you have a promise that a job will be complete formonetary or any

43. other compensation，you have created an oral contract．Oral contracts aremostly

44. legally enforceable，although they are frequently subject to Misinterpretation and they can be difficult to prove in court because they often come down to one

45. person'sword against the other one．Moreover，some types of contractsmust be in

46. writing，for example，contracts for the purchase or sale of any interest in that real property．

47. written contracts are produced on paper or electronically．Legally，a written

48. business contract is easier to uphold than an oral contract is because there is a reference for the agreement．with a written contract，it's“easier to prove the terms

49. between the parties and to eliMinate arguments over who said what，”says Jack

50. CumMins of Chicago-based Cummins＆Associates，forwhich represents small businesses．He adds that it's often easier for businesses to recognize potential points of contention in the language because the agreement is detailed in writing．Whether

51. your small business is providing with or offering services，you should consider

52. using a written business contract and including certain specific details about the agreement．

【注释】

[1]binding:约束的

[2]sue:起诉

[3]make compensation:做出赔偿

[4]franchise:给予特许

[5]confidentiality:保密性

[6]covenant:契约

[7]breach:违反;破坏

[8]conclusion:缔结，订立(合同)

[9]meticulous:严密的

[10]forcemajeure:不可抗力

[11]indispensable:必不可少的

[12]enquiry:询盘

[13]quotation sheet:报价单

[14]offeror:要约人;发盘人

[15]offeree:受要约人;受盘人

[16]counter-offer:反要约，还盘

[17]unequivocal:明确的

[18]authorize:授权，委托;准许

[19]alternative:供选择的，供替换的

[20]Common law:普通法是独立于国家制定法之外，依据某种社会权威和社会组织，具有一定强制性的行为规范的总和

[21]rebuttal presumption:可推翻的推定

[22]contradict:反驳;指出矛盾之处