本科毕业论文——涉外经济合同的英语语言特色

. 本 科 毕 业 论 文 题目： 涉外经济合同的英语语言特色 英文标题：The Language Characteristics of the Foreign Economic Contracts 学 院： 姓 名： 学 号： 专 业： 年 级： 指导教师： 职 称： 二0一二 年 五 月精选资料.摘 要涉外经济合同是涉外合同中的一种，它是中国法人或经济组织同外国企业、经济组织或个人之间为实现一定的经济目的而达成的契约性文件。1978年，中国施行改革开放政策，并出台了一系列如降低关税、开放服务市场、营造公平的市场竞争环境等改革措施。对外经济体制的改革与完善，为中国对外经济的发展带来了巨大的契机。自那时起，涉外贸易开始呈现蓬勃发展的状态。1985年，中国颁布中华人民共和国涉外经济合同法，由此可见涉外经济合同的重要性日益明显，也因此要求涉外经济合同文本具备较高的合法性、专业性以及规范性。受性质的制约，涉外经济合同有别于其他文体，其语言形成了独特的风格。本文利用大量的例句、及简单的合同范本分别从词、句、结构等方面对涉外经济合同语言的准确性、严谨性、规范性做了浅显的分析。关键词：涉外经济合同；合法；专业；规范 AbstractThe foreign economic contract is one kind of the contracts in English concerning foreign business between Chinese and foreign companies or individuals. In the year of 1978, China adopted the reform and opening up policy, and the measureslower tariffs, further opening the services market, creating a just playing fieldwere taken one by one. Reform of and Improvements to Chinas Foreign Trade System brought a turning point to the economic development. From then on, the foreign trade of China began flourishing. In 1985, the Law of The Peoples Republic of China on Economic Contracts Involving Foreign Interests was published, which means the importance of the foreign economic contracts is rising and requires the contract to be lawful, professional and formal. Limited by the nature, the language characteristics of the contract must be distinctive. This assay does a simple analysis by taking a lot of examples and a sample contract in five chapters: introduction, words, sentences, structure and conclusion to make sure its formality, accuracy and rigorousness. Key words: foreign economic contract; lawful; professional; formal;Table of Contents摘 要IAbstractII1 Introduction12 Lexical Features22.1 Professional22.1.1 Price22.1.1.1 Unconditional Price32.1.1.2 Conditional Price32.1.1.3 Complex Price32.1.2 Law Term42.1.3 Abbreviation52.2 Formal52.2.1 Time62.2.2 Money62.2.2.1 Amount of Money72.2.2.2 The Currency Mark72.2.3 Ancient Words72.3 Accurate82.3.1 Synonym92.3.2 Foreign Language93 Syntactic Feature113.1 Complicated Sentences Priority113.2 Conditional Sentences Priority123.3 Active Sentences Priority123.4 Impersonal Sentences Priority133.5 Regular Sentences133.5.1 At the Beginning of the Contract143.5.2 At the End of the Contract154 Text Features164.1 Stable Structure164.2 Details Contained175 Conclusion19Bibliography20Appendix21Acknowledgment23.1 Introduction Since economic reform began in China, the role of the foreign sector has burgeoned in ways that no one anticipated for almost two decades. The volume of foreign trade and the role of foreign capital are both far greater than them could be foreseen based on the modest Chinese economic reforms initiated in the late 1970s (Nicholas R. Lardy 1065). By the mid-1990s China had become one of the worlds largest trading nations.Gao Hucheng, vice Commerce Minister, accepted an interview by Peoples Daily Online on Oct. 28, 2008, during which he talked freely on the development of Chinas foreign trade. The main idea of the interview is Rosy Future for China. Gao Hucheng said, Generally speaking, the fundamental development of Chinas foreign trade is positive. China retains stable and fast development in foreign trade, which benefits from the correct decision by CPC central committee and State Council, and effective macro-control. The booming of foreign trade indicates the cooperation between enterprises is increasing. In that case, the importance of foreign economic contract is inevitable.The foreign economic contract is a kind of lawful agreement between different organizations or individuals. In addition, it is always written in English. So, it can not be more important to be familiar with the related knowledge, to realize the distinction and to understand the regularity for the one whose job is about foreign trade or the one who wants to have a job concerning that.2 Lexical Features According to the Law of the Peoples Republic of China on Economic Contracts involving Foreign Interest, the law is formulated with a view to protect the lawful rights and interests of the parties of Chinese-foreign economic contracts and promote the development of Chinas foreign economic relations. The indeterminacy and misunderstanding of the words in the contract is always the main reason of the economic disputes. Thus, the words inside should be professional, formal and accurate. 2.1 Professional As it is an economic contract, it is not difficult to understand why the usage of professional words about finance, law, commerce, tariff and merchandise is one of the main characteristics. The concerning professional words are such large-quantity that only the terms which can reflect the profession most were listed below. The top two are the description of price and the legal terminologies. Whats more, they are also the terms and conditions in which a lot of economic disputes occur. In addition, it is also necessary to list the abbreviation for the price item and the law term are always used in abbreviation in the daily business nowadays.2.1.1 Price The most attractive item is the description of price in the economic contract. The price clause is related to the kind of currency, the transportation, insurance, way of payment and so on. In general, the price can be divided into three parts: unconditional price, conditional price and complex price.2.1.1.1 Unconditional PriceUnconditional price is the simplest to understand. It means the price is only decided by the kind of currency. Be sure of the kind of concerning currency, in that case, one can master the unconditional price well. The common ones:1. unit price(means the price of one piece); 2. gross price(means total price ). Multiplying the unit price by the quantity can reach it; 3. mean price(means the average price.); It always refers to the average of the prices of different merchandises.4. actual price(means the money the buyer has to pay); 5. old price(means the price which is accepted by people in the past);6. present/prevail price (opposite to the old price). Attention: Do not mix the RMB with USD. It is a common mistake in drafting a contract.2.1.1.2 Conditional PriceConditional price is more complex than the unconditional price. It means the price takes the tax, the way of delivery and so on into consideration. Before calculating, some questions must be asked: Which kind of delivery would be fine? Who pays for the cost of the delivery? What is the tax rate? How much is the commission? How the merchandises be packed?The common ones: delivery price(the price involved the cost of delivery); price including commission; price including tax; price duty paid; net selling price; legal price; price negotiated; resale price.2.1.1.3 Complex PriceComplex price is the most complex but common one in the contract. It means the price takes at least two items into consideration. It is always seen in abbreviation. For example:1. free on board(FOB); The seller does not shoulder the responsibility of shipment. 2. cost insurance and freight(CIF); The CIF price is higher than FOB price. The seller has to promise the merchandise reach port of destination securely. 3. sellers warehouse(EX); The business is done in the warehouse. Once the merchandise arrives in the warehouse, the business finishes.4. cost insurance, freight and interest (CIF&I). Add the interest to the CIF.2.1.2 Law Term As economic contract is a legal instrument, the interests of the involving parties were protected by the concerning law. It is much more lawful than the other kind of texts. To clear the duty and authority of the two parties, the law terms are always used. The frequently used words：corporate bylaw （the details in the work）; discharging liability （pay off the debate）; judicial decree （the judgment of a case）; winding up （complete a course）; ultra vires contract （a contract signed out of ones authority）; quasi-contract （a certain contract）; termination of contract （the deadline of a contract）; Breach of contract （against the contract）and so on(袁建军 171). These words are easy to find at first sight of the contract for they look different.There is another kind of law term which is the same as normal words but has different meaning: shall, action, motion, immunity, sentence, warrant, assignment, instrument, limitation, omission and so on. It is easy to misunderstand the real meaning of these words. One can master them only by endless practicing.Take an example to help understand the law terms: In case that one or both parties are impossible to perform the duties provided herein on account of force majeure，the party （or parties） in contingency shall inform the other Party （or each other） of the case immediately and may，provided the case is duly verified by the competent authorities，delay in performance of or not perform the relevant duties hereunder and be partially or entirely exempted from the liability for breach of this agreement (袁建军 171). In this paragraph, perform means carry out; verified means confirm/prove; exempt means free; breach means break. The former ones are all law terms. They are more lawful, professional and serious than the latter ones. 2.1.3 Abbreviation Abbreviation is always taken to replace the full long phrases in the contract, which means long phrases are rare. The first letters of the main words in these common phrases are picked up to line up and form a new word. It is the result of a long-time development in the business area and known by most of the contract-signers. It is popular for it is concise and time-saving. Usually, the important organizations, companies or currency would be used as abbreviation. The basic terms are: L/C(letter of credit); COSCO(China Ocean Shipping Company); C/O(Care of ); DDU (Delivered Duty Unpaid); A/P(Authority to Purchase)(袁建军 171) ; COD(cash on delivery); Enc, encl(enclosure) ; AMT(air mail transfer); B/C(bill for collection); T/T(Telegraphic Transfer); M/T(Mail/ Transfer); D/D(Demand/Draft); FOB(Free on Board); CIF C2 % ( CIF including 2 % commission ); P C（piece ); V（vessel; voyage); NO.(number); M (meter);T(ton) and so on(张礼贵 65).2.2 Formal Contract is different from the literature work and oral English. No slang, no spoken-English is a basic principle in an economic contract. The magnificent words as well as the figure of speech such as exaggeration and personification are also forbidden, for the informal contract will give others a bad impression and break a new-born business relationship. The words in an economic contract must be serious and formal and such words are seldom in the oral English. Contract-drafters always obey to the regulations. For example, the pronominal references would be seen together: party A/party B ; the Buyer/the Seller; the licenser/the licensee; the employer/the employee. 2.2.1 Time As the slang goes, time is money. The time of delivery or payment or shipment must be described formally to avoid misunderstanding. Usually, the mistakes exist in the prepositions before the date and the prepositions are required to be formal. For instance: The words before and prior to have the same meaning, but prior to is much more common in foreign economic contract. The frequency-used words include within, after, by, prior to, upon. Take another example: The balance shall be settled upon the arrival of the goods at the port of the destination (王超 237). The word upon here means as soon asand it means the buyer should pay the rest money as soon as the merchandise arrive in the port of destination. If the buyer delays, he breaks the contract and should be punished. Take another sentence for analysis: Shipment: To be shipped on or before Feb.28, 1998 (周红 310). The phrase on or before means not later than. That is to say, if the merchandise is delivered on Jan 1, that is OK. If the on or before was replaced by before, it is hard to judge it is reasonable or not if the seller delivery the merchandises on Jan 1.2.2.2 Money To earn money is the ultimate purpose of the contract-signers. The amount of money is the point that should be concerned most by the involved interests. To avoid the forgery or alteration of the amount, it must be described as formal as possible.2.2.2.1 Amount of MoneyThe amount of money is always written in both number and capitalization. Before the capitalization, the word SAY is necessary, and the ONLY must be added in the ending. And the amount is undoubted the same although in different form. For example, Party A shall pay Party B a monthly salary of US 500(SAY FIVE HUNDERD US DOLLARS ONLY)(王超 237).Thus, once the contract is signed, the amount of money can not be altered. 2.2.2.2 The Currency MarkThe currency mark should be used formally. Different mark has different meaning, the mark $ can stand for US dollar (U.S. $), Hong Kong dollar (HK $), Singapore dollar (S. $), Canadian Dollar (Can. $), Mexican Peso (Mex. $), Australian Dollar ($ A.) as well as New Zealand Dollar ($ NZ.). The mark can symbol Renminbi Yuan (RMB ) as well as Japanese Yen (J. ). So the contract signers can be never too careful in using the currency mark. 2.2.3 Ancient WordsThe ancient words are rare in the modern English, but common in economic contract. There are two reasons. Firstly, it makes the contract concise because the ancient words are shorter than the modern English. Secondly, it makes the contract serious. Adverbial phrase which consists of two kinds of simple adverbs is typical of ancient words in economic contract. One kind is here there where, the other kind is after by in of on to under upon with. The typical cases are: hereafter(means from now on); hereunder(the same as thereafter) ; hereinafter/below(the same as thereafter); herein(means in this); hereof(means of this ); herewith(means with this); hereby(means by this/still/therefore); hereto(means relate to this); hereto(means relate to this) ; whereas(means considering); whereby(means by which) (杨芳 130); hereinbefore, thereinafter, thereon/upon, hereinabove/before. Take two examples:. Attachments hereof shall be made an integral part of this contract and effective as any other provisions of this contract (钟立胜 56). In the event that the contract fails to complete the works in time owing to such reasons that the contractor shall be liable thereto, (彭建明 李永霞 64). In the above two examples, hereof is the same as of this contract, thereto is the same as to that. The using of ancient words makes the sentence more compact and terse. 2.3 Accurate Every word and sentence in the foreign economic contract implicates the profit or loss of the involved interest. So when an economic contract is signed, they both pay attention to the accuracy of the words. The principle of strict construction and the principle of nationalism which is popular in the area of law are two of the best examples. The more accurate words would be used instead of the common ones. Take a simple sentence for example: The Chairman may convene an interim meeting in accordance with a proposal made by one-third of the total number of directors (袁建军 171). In this sentence, there is a special phrase convene an interim meeting. It is the same meaning as call a temporary meeting. But the former phrase is much more suitable and can show the seriousness of the meeting.The other typical cases are commence is always used to replace begin; render instead of give; terminate instead of give; construe instead of explain; execute instead of sign; relinquish/waive instead of give up.In general, the accurate words can be classified into two kinds: synonym and foreign words.2.3.1 Synonym A synonym is a word that means the same thing as another word, but tiny differences still exist in these two words. One couple of synonyms stresses different points. The using of large amount of synonyms is another point that can prove the accuracy of the social contract. In the foreign contract, the synonyms are used to take all of the possibility into consideration and avoid the misunderstanding. As usual, the two similar words or phrases are linked by a conjunction and or or.Any disputes controversies or differences which may arise between the parties, out of or in relation to or in connections with this contract may be referred to arbitration (朱敏冠 唐新萍 129). Any supplementary terms and conditions that may be attached to this contract shall automatically prevail over the terms and conditions of this contract (易治贤 9). In relation to is similar to in connection with, and term is similar with condition. At the first sight, it is unnecessary to use synonyms in one sentence, but with this usage, the sentence is much more rigorous and serious. 2.3.2 Foreign LanguageMost of the foreign languages in the contracts are French and Latin language. Sometimes, the meaning can only be expressed completely in the foreign language, because the very words root in the very country. The most common one is the French word force majeure , which means unforeseen circumstance. Some other words or phrases: French word vis-a-vis (In comparison with ); Latin word as per(According to ); Latin word tale quale (In accordance with the sample ); Italic word el credere( Credit guarantee）(杨芳 130); Law terms from French: verdict, warrant, statut, ranson, saisie; and law term from Latin: The basis, Declaration, register, prior, ad diem, statu quo.3 Syntactic Feature In the choosing of the style of the sentences, more than 95% of which are declarative sentences, especially affirmative sentence, for the purpose of signing a contract is to clear the authority and duty of the two parties in a business and the terms in the contract are known and accepted by both of them, so questions are not allowed to exist. Whats more, a contract is different from an order. No one can command the other one, for they are equal in the business. As a result, both exclamatory sentence and imperative sentence are almost forbidden in a contract. Although the style of the sentences is simple, it has its own characteristics in the contract.3.1 Complicated Sentences Priority Although complicated sentence is difficult to understand at first sight, it is prior to the simple sentence. That is because complicated sentence can include much more details. One sentence combining one principal clause with several subordinate clauses is common. The subordinate clauses, added to supply, explain or limit to the principle one, usually are the attribute or adverbial which express the time or place in the sentence. That kind of sentence involves comprehensive details. And it consists of the characteristic that is powerful and serious. Sometimes, there is only one sentence in a paragraph in a contract. For example:If any event of the Force Majeure occurs which causes to the Project or the infrastructure project, then C or New Company shall not be obligated to