商務(wù)合同終極版.doc

2、如何降低外匯風(fēng)險(xiǎn)How to reduce the risk of foreign exchange?the seller can pay in the currency of his or her own country or more stable and relatively stronger currencyThe buyer can pay in weak or soft currencyPayment in a unit of account (such as a special drawing right SDR)Use of a factorUse of forward and options contracts in a process known as hedging3.為什么保護(hù)知識(shí)產(chǎn)權(quán)很重要？Why the protection of intellectual property is very important?Unique designs, methods, names, and symbols that distinguish the products or services of one trader from those of anther trader constitute industrial and intellectual property. Buyer often purchases services or goods from “a name they trust.” One of them who has been pleased with one of your brand-name products is likely to assume that your other goods or services are of equal quality and well worth the price, and the buyer is also pass your name onto friends and business associates. So intellectual property will effect the development of the country, its important for the country of market economy and the coming knowledge economy. Therefore the value of intellectual property rights should not be underestimated even for a one-time sale and they should be protected.4、合同糾紛解決 要擴(kuò)展 (page 113)Contract dispute resolution Communication, waiver, modification and negotiation 溝通、豁免、修改、談判Communication between you and your foreign business partner is essential to keeping the relationship. 你們和你的外國(guó)商業(yè)伙伴之間的交流是保持關(guān)系是至重要原因的。Negotiation, followed by written confirmation of any waiver or modified contract term, is the most effective means of resolution in terms of cost and time談判,緊隨其后的書(shū)面確認(rèn)任何放棄或修改合同期內(nèi),最有效的手段是在成本和時(shí)間方面決議1) Mediation調(diào)解The process of Mediation is in essence a negotiation that is facilitated by an object third person.調(diào)解的過(guò)程,本質(zhì)上是一次借助于一個(gè)對(duì)象是第三人的談判Advantages and disadvantages:the focus of mediation is on the future relationship of the parties.優(yōu)點(diǎn)和缺點(diǎn):調(diào)解的焦點(diǎn)是對(duì)未來(lái)雙方的關(guān)系。This process is informal, relatively easy and fast, and less costly than arbitration or trial.這個(gè)過(guò)程被非正式的、相對(duì)簡(jiǎn)單和快速,仲裁費(fèi)用少于或?qū)徟小rocedures: the parties typically choose a mediator or are referred to mediation by a court before litigation is pursued.2) ArbitrationArbitration is an adjudicatory process that is held before an object third party who renders a decision based on the adversarial presentations of the disputing parties.仲裁是一個(gè)評(píng)判過(guò)程舉行前呈現(xiàn)一個(gè)第三方的對(duì)抗性的演講The process of arbitration is controlled by laws, rules, and regulations specific to the forum chosen for the arbitration. Thus the procedures will vary depending on the forum selected by the parties仲裁的過(guò)程的控制是由法律、規(guī)則和特定規(guī)定。因此,程序?qū)⑷Q于法庭當(dāng)事人選擇3) LitigationLitigation is costly, time consuming, and even if ultimately resolved in your favor still does not address a primary concern. The courts of many countries are biased in favor of their own nationals, and foreigners rarely, if ever, obtain satisfaction. The best advices is to avoid litigation altogether訴訟是昂貴的,耗時(shí)的,即使最終解決有利于你，但是訴訟仍然沒(méi)有解決當(dāng)事人主要關(guān)心的問(wèn)題。很多國(guó)家的法院訴訟都有利于自己的公民而不利于國(guó)外公民，如果可以的話，,皆大歡喜的情況，最好的建議完全是為了避免訴訟4、如何使合同條款更加嚴(yán)謹(jǐn)？How to tighten your clauses? P88 10選67、買方的隱形成本 P16P19The Buyers Hidden Costs 一、International shippingP161) Customs clearanceIf the seller is not responsible for clearing goods through customs, you will be2) InsuranceYou should consider obtaining against the risk of loss of damage to the goods in transport, particularly if a substantial amount of money is involved 3) Interruption of businessYou should consider whether you will have any interruption in your own business when the goods arrive, whether for training, installation. Testing, maintenance, or otherwise4) Hospitality CostWhether you are buying goods or services, you may incur costs for entertaining a visiting seller5) Third Party Expenses6) Lost sales or production DelaysIf satisfactory goods do not arrive or services are inadequate, you may lose your own sales or you may have to delay your own production7) Temporary FacilitiesIf a shipment is late, you may have to retain an empty storage facility for the imminent but uncertain arrival of the goods8) Replacement Goods or ServicesA delay in performance may require you to pay for replacement goods for services二、The Sellers Hidden Costs 賣方的隱形成本1) Product AdaptationsInternational markets may require modification of your goods of service to follow national laws or consumer cultural preferences2) International ShippingP183) Customs ClearanceDepending on the deal you are able to make, you may be responsible for clearing goods through customs in your own country and possibly through customs in the country of importation4) InsuranceYou should consider obtaining insurance against the risk of loss or damage to the goods in transport, at least until the goods are delivered to the buyer5) Third-Party Expenses6) Temporary Facilities7) Mitigation ExpensesIf a contract for the sale of goods fails completely, you will have to find a new buyer8、賣方如何保護(hù)自己的知識(shí)產(chǎn)權(quán)？sellers protection against infringement P73小標(biāo)題下The seller how to protect their intellectual property?（1）First, Make the application to register. Never voluntarily allow sales of your goods in a country where you have not applied to register your intellectual property with a government agency.(2)Your contract should specify that you have registered or have a pending registration of the proper