Reading 21. Study the following clauses of buy-sell contract, say what information each of the clauses gives and complete the exercises that follow.
I. Subject of the Contract The Seller undertakes to sell and the Buyer to buy on the basis of delivery FOB London, Manchester or Hull (at the Buyer's option) the complete equipment, technology and technical documentation of the plant. П. Price and Total Value of the Contract The total value of the Contract including the cost of the complete equipment for the plant as well as technical documentation, knowledge and experience (know-how), engineering, after-guarantee spares and services is £... (... pounds sterling). III. Terms of Payment The total amount of £... stated in Clause II shall be paid in English pounds by the Bank for Foreign Economic Affairs of the Republic of Belarus, Minsk in accordance with the following terms: 10% advance payment of the total Contract value shall be made within 30 days of the effective date of the Contract... 80% of the total Contract value shall be paid in accordance with the Credit Agreement between the Bank for Foreign Fconomic Affairs of the USSR and the Middle Bank, United Kingdom. 5% of the total Contract value shall be paid within 30 days of the date of receipt by the Bank for Foreign Economic Affairs of the following documents... The Guarantee amount of 5% shall be paid within 30 days of receipt by the Bank of the Acceptance Protocol confirming the acceptance of the plant for commercial operation. IV. Time of Delivery The delivery of the equipment under the present Contract shall begin in 8 (eight) months and shall be completed in 26 (twenty six) months from the date of signing the Preliminary Project Acceptance Protocol. V. Inspection and Test 1.Inspection and/or test of the equipment shall be carried out at the Seller's and his sub-contractors' works at the expense of the Seller in the presence of the Buyer's inspectors. 2.The Seller is to notify the Buyer about the readiness of the equipment for inspection and/or test not later than 15 days before the proposed time of the inspection and/or test. 3.The Buyer's inspector shall issue in due time to the Seller a Release Certificate for Shipment on the basis of the Test Certificate. 4.If the Buyer's inspector cannot be present on the appointed date, the Seller shall have the right to carry out the test without the Buyer's inspector. The Seller shall issue a Test Certificate which is to be sent to-the Belarusian Trade Delegation in the UK who will issue a Release Certificate for shipment without delay. 5.Final tests and acceptance of the equipment for putting it into operation are to be made in the Republic of Belarus. VI. Guarantee The Seller guarantees that the supplied equipment and technological process as well as the automation and mechanization of the process of production are in conformity with the latest technical achievements which will be known and available to the Seller at the date of acceptance of the Preliminary Project. 1. The Seller guarantees that the equipment supplied is manufactured in full conformity with the description given in the technical documentation of the Final Project and technical specifications and conditions of the present Contract. 2. The period of guarantee shall be 12 months from the date of signing the Final Acceptance Protocol but not more than 30 months from the date of the last delivery of the equipment. 3. If during the guarantee period the equipment supplied by the Seller proves to have some defects the Seller undertakes to correct the detected defects or replace the defective equipment at his own expense. 4. The above period of guarantee in respect of the repaired or replaced equipment begins from the date of putting it in operation. 5. The Seller guarantees that the Plant shall achieve the production capacity, product characteristics and operating requirements if: a) the plant is constructed and installed by the Buyer in accordance with good engineering and construction practice and with the technical documentation supplied by the Seller; b) the plant is operated and maintained by skilled and experienced personnel and with raw materials that conform the Seller's specification. VII. Packing and Marking The equipment shall be shipped in export seaworthy packing in accordance with the requirements of each particular type of equipment or material. The Seller shall be responsible for any damage or breakage of the goods that may be caused by improper or faulty packing. The cases in which the equipment will be packed, shall be marked on three sides: on the top of the case and on two opposite sides. The marking shall be clearly made with indelible paint English and Russian. VIII. Insurance The Buyer will insure at his expense all the equipment for its full value against all usual marine risks from the moment the goods are put on board at the port of loading. IX. Arbitration 1. All disputes that may arise in connection with the present Contract will be settled as far as possible by means of negotiations between the Parties. If the Parties do not come to an agreement, the matter is to be submitted for settlement to Arbitration, with its seat in London, Great Britain 2. The Party which wishes to refer the dispute to Arbitration shall notify the other Party by a registered letter stating there the name and the address of the arbitrator as well as the subject of the dispute, date and number of the Contract. Within 30 days of receipt of the above letter the other Party shall choose its arbitrator, and inform the first Party of it by a registered letter stating the name and address of the arbitrator chosen. 3. If the Party notified of the dispute being submitted to arbitration fails to choose its arbitrator the latter will be appointed within 30 days by the President of the Chamber of Commerce in Stockholm, Sweden. 4. Within 30 days the arbitration shall choose an Umpire. If the arbitrators fail to agree upon the choice of the Umpire, the latter will be appointed by the President of the Chamber of Commerce in London, Great Britain. 5. The award is to be issued by a majority of votes in accordance with the terms and conditions of the present Contract, and also the rules of Swedish Material Law. X. Other Terms Any changes, amendments or supplements to the terms and conditions of this Contract shall be valid only if set forth in a written document duly signed by authorized representatives of both Parties to the present Contract.
2. Answer the following questions: 1. How can the disputes between the Parties be settled? 2. Where is the matter submitted to if the Parties come to no agreement? 3. How shall the Party which wishes to refer the dispute to Arbitration notify the other Party about its decision? 4. What information does the registered letter contain? 5. How long does it take the other Party to choose its arbitrator? 6. What happens if the other Party fails to choose its arbitrator? 7. Who chooses the Umpire and how long does it take to choose one? 8. Who chooses the Umpire if the Parties fail to agree upon the candidate? 9. How is the award issued?
3. Give English equivalents for the following: • Сторона, желающая передать спор в арбитраж, обязана известить другую сторону. • Арбитр назначается президентом Торговой палаты Лондона. • Если стороны не могут прийти к соглашению, споры и разногласия представляются на рассмотрение арбитражного суда. • Решение принимается большинством голосов в соответствии с законом •... становятся недействительными, если они входят в противоречие с данным контрактом • известить другую сторону заказным письмом с указанием имени и адреса избранного арбитра • Дело должно быть передано для разрешения в национальную Торговую палату. • Арбитры не смогли прийти к соглашению в выборе суперарбитра. • Данное разногласие может быть разрешено путем переговоров • Контракт становится действительным и входит в силу с момента его подписания. • Мы выберем своего арбитра в течение недели после получения вашего письма.
DEVELOPING VOCABULARY 1. Study the following list of words common in legal contracts. Use your dictionary to check you understand them.
2. Now explain the underlined words in the sentences below and translate the sentences into Russian. 1. Lin Ltd and Wait & Co singed a contract entering into a joint venture to manufacture teapots. 2. The agreement stipulated that Lin would supply technical experts experienced in the design of teapots. 3. Under the terms of the contract Wait would not attempt to sell any teapots produced solely by them, without the prior consent of Lin. 4. To do so would represent a default on the part of Wait, and Lin would be entitled to demand an explanation. 5. In the event of such a default, Lin could make a claim against, alleging the breaking of an agreement still in force. 6. Wait claimed that an amendment had been made to the original contract, permitting them to sell a particular teapot. 7. The two parties are now engaged in a legal dispute. 8. Meanwhile, Wait has given an undertaking not to proceed with sales of the teapot. 3. Give synonyms to the following words.
4. Match the words with their definitions and give Russian equivalents to the words. acceptance, consideration, tout, void contract, remedy, capacity, award, injunction, damages, breach, specific performance, parole contract 1. An action that is wrong but not criminal and can be dealt with in a civil court of law. 2. An official decision given by a judge or a court of law. 3. An official agreement to take something that you have been offered. 4. A simple contract which is not in writing. 5. A way of dealing with the problem or making an unsatisfactory situation better. 6. Something of material value given by a party to a contract in return for some duty taken upon himself by the other party. 7. An action that violates a law, rule or agreement between people or groups. 8. The legal right necessary for an individual to enter into a binding contract. 9. An amount awarded by a court to an appellant who has suffered loss as a result of the actions of another party. Compensation for breach of contract. 10. A court order to complete / to carry out a contract. 11. An order issued to prevent someone from continuing to act in a certain way, or in a manner harmful to someone else. 12. A contract that never existed, either because it is not recognised by the law or because there is a fundamental mistake common to both parties. 5. Below are two texts concerning shipping of goods. Choose from the words in the box to complete them. The first has been done for you. A
......... The 1 cargo carried by a ship is listed in the 2..,which is a list of the bills of lading covering all the 3 … on the vessel for that voyage. It is just one of the 4 … that are involved in the shipping of goods; the insurance policy and commercial invoice are among the others. The Customs and 5... authorities will examine all these. ......... Clearing and 6 … agents are often used to handle the transportation of goods. They will arrange for the loading and unloading of the goods and arrange all the dock 7 … that are needed. The 8 … marks, which are stenciled on the cases, provide an easy way of identifying the items in a consignment when they are unloaded. The marks are described in the manifest, which is again inspected when the goods are 9 … through Customs on reaching their 10....
В This is a part of a telephone conversation between a manufacturer, Mr. Jones, and a clearing and forwarding agent, Mr. Brown.
Jones: So you feel that the 1 documentation isn't complete yet? Brown: No, I'm afraid not. I'm not at all sure what 2… has been arranged to get the goods to Southampton. Jones: I'll ask our shipper - we're using Carson and Napier this time - and I’11 get them to let you know. Brown: Please make sure that we get a list of the marks 3… on the container. Jones: Yes, I'll do that. And we have the export 4…, which we'll send on to you. We've made the 5… at the consulate, so we're getting the consular invoices which will confirm the 6… cost of consignment. Will you send it through to the importing 7 … authorities, or shall we? Brown: We' 11 do that for you. Have you sent a copy, with the other documents, to your bank so that they can 8… them all through the Bank of South America? Jones: Not yet, because there's been a delay with the 9…. For some reason they've put the wrong number of packages on it, so we're just waiting for that to be cleared up. We'll get it off as soon as we can. Brown: Good. And there should be no trouble with the terms since they’ve already seen a 10… invoice. Jones: No, there was no problem at all.
6. Choose the best alternative to complete each sentence.
1. Insurance companies can be considered as professional……takers.
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