1This Contract is made by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below.()

2. But without Adolf Hitler, who was possessed of a demoniac personality, a granite will, uncanny instincts, a cold ruthlessness, a remarkable intellect, a soaring imagination and----until toward the end, when drunk with power and success, he over reached himself----an amazing capacity to size up people and situations, there almost certainly would never have been a Third Reich. ,

whountil /

3. Applied science, on the other hand, is directly concerned with the application of the working laws of pure science to the practical affairs of life, and to increasing mans control over his environment, thus leading to the development of techniques, processes and machines.

1. It was on a Sunday evening, when he was lying in the orchard listening to a blackbird and composing a love poem that he heard the gate swing to, and saw the girl coming running among the trees, with the red-cheeked, stolid Joe in swift pursuit.

2. Four scores and seven years ago our father brought fourth on this continent, a new nation, conceived in Liberty, and the proposition that all men are created equal. 87

1. And he know how ashamed he would have been if he had known his mother and the kind of place in which he was born, and the kind of people among whom he was born. and

2. In reality, the lines of division between sciences are becoming blurred, and science again approaching the unity that it had two centuries agoalthough the accumulated knowledge is enormously greater now, and no one person can hope to comprehend more than a fraction of it.

3. And I take heart from the fact that enemy, which boasts that it can occupy the strategic point in a couple of hours, has not yet been able to take even the outlying regions, because of the stiff resistance that gets in the way. ,,..

1.When Smith was drunk, he used to beat his wife and daughter; and the next morning, with a headache, he would rail at the world for its neglect of his genius, and abuse, with a good deal of cleverness, and sometimes with perfect reason, the fools, his brother painters. And

2. Article I of the GATT is the celebrated most favored nation (MFN) clause under which each member nation must give treatment to other member nations imports and exports that is at least as favorable as that applied to the most favored nation.

3. The foreign visitors watched in a fascinated manner the tournament held in Beijing, which exhibited a superb performance in smash service, twist service, steady service, high drop and killing and ended in a draw.

1.They (The poor)are the first to experience technological progress as a curse which destroys the old muscle-power jobs that previous generations used as a means to fight their way out of poverty. 2. The United Nations Secretary General say he is sure the Security Council will approve the agreement with Iraq about UN arms inspectors.

3. A great number of graduate students were driven into the intellectual slum when in the United States the intellectual poor became the classic poor, the poor under the rather romantic guise of Beat Generation, a real phenomenon in the late fifties.4. My mother, Jane Lampton Clements, died in her 88th year, a mighty age for one who at 40 was so delicate of body as to be accounted a confirmed invalid destined to pass soon away.

5. The first technical service shall start in the sixth day after the contract comes into effect. Party B shall send a specialist to Party As factory to provide technical service for 12 working day/man. 6.All these features are accessible to visitors to the Palace(of nations) who come each year in their tens of thousands from many countries to find out more about a place where history is continually in the making and where efforts to preserve world peace and security are renewed every day.

7.And without question, we must do more to counter a threat that shows more clearly than any other how closely our nations facts are linked:the threat of global warming.8.Freedom of choice is another American value not absent from school life.9.He couldnt kill any more.10.But our growing interdependence hinges on much more than technology and trade.

1. They (The poor)are the first to experience technological progress as a curse which destroys the old muscle-power jobs that previous generations used as a means to fight their way out of poverty.

2. The United Nations Secretary General say he is sure the Security Council will approve the agreement with Iraq about UN arms inspectors.

3. A great number of graduate students were driven into the intellectual slum when in the United States the intellectual poor became the classic poor, the poor under the rather romantic guise of Beat Generation, a real phenomenon in the late fifties.50

4. My mother, Jane Lampton Clements, died in her 88th year, a mighty age for one who at 40 was so delicate of body as to be accounted a confirmed invalid destined to pass soon away. ..8840

5. The first technical service shall start in the sixth day after the contract comes into effect. Party B shall send a specialist to Party As factory to provide technical service for 12 working day/man. .,12 /

6.All these features are accessible to visitors to the Palace (of nations) who come each year in their tens of thousands from many countries to find out more about a place where history is continually in the making and where efforts to preserve world peace and security are renewed every day. ( )/

7.And without question, we must do more to counter a threat that shows more clearly than any other how closely our nations facts are linked:the threat of global warming. that

8.Freedom of choice is another American value not absent from school life. is not absent from99.He couldnt kill any more. 10

10.But our growing interdependence hinges on much more than technology and trade.hinge on much more than

P.115

1. Their diplomatic principles completely laid bare their for world conquest. A. admiration B. ambition C. administration D. orientation 2001.1.33A. B. C. D. laid bare world conquest B

2. For many patients, institutional care is the most and beneficial form of care.A. pertinent B. appropriate C. acute D. persistent (2000.6.41)A. B.C. D. patients form of care. B

3. The design of this auditorium shows a great deal of . We have never seen such a building before. A. orientation B. originality C. illusion D. invention (2003. 6.)A.B.C. D. We have never seen such a building before. B.

1. 12last1) He is the last man to come..2) He is the last man to do it.3) He is the last person for such a job.4) He should be the last (man) to blame.5) He is the last man to consult.6) This is the last place where I expected to meet you.

1) He is the last man to come..2) He is the last man to do it.3) He is the last person for such a job.4) He should be the last (man) to blame. 5) He is the last man to consult. 6) This is the last place where I expected to meet you.

3butHe would like to go, but hes busy.There s no one here but me.The job is all but finished.Not a man but had tears in his eyes.Im tired of your ifs and buts. Do what I tell you. But me no buts.

1butconj.() He would like to go, but hes busy. 2butprep.() There s no one here but me.3butadv.()The job is all but finished.4butpron.() thatnot;whonot )Not a man but had tears in his eyes.(= There was no one without tears in his eyes.) 5butn. ifs and buts (inf.) ()Im tired of your ifs and buts. Do what I tell you.But me no buts.

2. 12matter, affair, thing, business1Consult the masses when problems arise.problems

222The peasants have done a great many things the peasants under the leadership of the peasant associations have the following fourteen great achievements to their credit.thingsachievements3

1. 1To take off her boots or to put them on was an agony to her but it had been an agony for years.

2An area the size of the Hornets flight deck was marked off on an airstrip and they practiced taking off time after time from this restricted space.3He always sits on the very edge of his chair when he is working ,as though about to take off.

4Their first major design was a pleated denim jean with external pockets dubbed baggies that took off in high school and colleges and soon was imitated by other apparel manufacturers;

2. (1) She has a son you know. Hes a man now.man(2) They cant stay in the same room if they are not man and wife.man(3) Very well sir, you are the master and Im the man.man

3. figure(1) The foreign trade has risen to unprecedented figures.(2) Dr. Eliot was one of the most revered figures in the world of learning.(3) On the desk there was a bronze figure of Plato.(4) He saw dim figures moving towards him.(5) June was good at figure skating.

1. Translating the short passage in page 1212. Preparing the chapter fourteen 3. 1241After three months training these students can interpret what they have observed. A. irrespectively: B. perpetually C. explicitly D. capably

2The exhibition is designed to further cooperation between Chinese TV industry and overseas TV industries. A. maximize B. contribute C. facilitate D. erect3 . A patient who is dying of incurable cancer of the throat is terrible pain, which can no longer be satisfactorily . A. alleviated: B. dwindled C. abolished D. relaxed

1He knows more English than I.2Cadres at all levels should improve their art of leadership.art of leadership

4) Many observers believe that country will remain in a state of chaos if it fails to solve its food shortage problem.A. transient B. starving C. desperate D. chronic5) His strange behavior greatly me and my friends as well that evening. A. perplexed B. exhausted C. exclaimed D. exceeded

1)After three months training these students can interpret what they have observed. A. irrespectively: B. perpetually C. explicitlyclearly D. capablycan C

2) The exhibition is designed to further cooperation between Chinese TV industry and overseas TV industries. A. maximize B. contribute to C. facilitate D. erect erect cooperation establish cooperation . C

3) A patient who is dying of incurable cancer of the throat is terrible pain, which can no longer be satisfactorily . A. alleviated: B. dwindled C. abolished D. relaxed A.

4. Many observers believe that country will remain in a state of chaos if it fails to solve its food shortage problem.A. transient B. starving C. desperate D. chronic D

5. His strange behavior greatly me and my friends as well that evening. A. perplexed B. exhausted C. exclaimed D. exceeded A

conhesionP.123-125conhesion

1P.123-1252P.123-1251Jesse opened his eyes. They were filled with tears.() 2Come to my office and have a talk with me whenever you are free.3On Sunday afternoon, some reviewed their lessons, and others helped the cooks in their work.some and otherssomeothers3P.123-125

Nowadays, under the new tuition system, an increasing number of students, especially those poverty-stricken students, now seem to be defeated by the crushing tuition burden. Therefore , many people complain that the new tuition system keeps poverty-stricken students away from college. However , in my opinion, the new tuition system does add much difficulties to the poor students but it will never keeps them away from college. First, in carrying out the new tuition system, the governmental should provide some special policy for poor student. Besides, they are entitled to take a loan from banks or do some part-time jobs during their spare time, such as weekends and holidays. Finally, they can try to win scholarship by additional efforts. In short , man proposes, and God disposes. No one will be kept out of college due to financial burden unless he is defeated by himself.

4 1Ours will no longer be a nation subject to insult and humiliation. We have stood up. (ours)2You should help him since you have promised to do so.do3The Chinese people are brave, so is the Communist Party of China, and they are determined to liberate all China.so

5.1Reading makes a full man; conference () a ready man, writing () an exact man.() 2We dont retreat, we never have () and never will () .()

3Better be wise by the defeat of others than by your own. It is better to be wise by the defeat of others tan to be wise by the defeat of your own.

4) He shrugged his shoulders, shook his head, cast up his eyes, but said nothing. 5) There was no snow, the leaves were gone from the trees, the grass was dead.

61He sat, cursing himself, till his tea was stewed.2) His telescope nd his experiments were always bring him new surprises, and he made notes of his work every day.

1He sat, cursing himself, till his tea was stewed.(his)2) His telescope nd his experiments were always bring him new surprises, and he made notes of his work every day.(and )

,: hypotaxisparataxis

1It was a keen disappointment that I had to postpone the visit which I had intended to pay to China in January.It was a keen disappointmentthat whichhad to postpone had intended

2The isolation of the rural area because of the distance and paucity of transport facilities was compounded by the lack of information media.[]The isolation was compoundedof and by

P.135-1361 During the World Cup the streets were filled with football fans.23

1. He had flown in just the day before from Georgia where 1 he had spend his vacation basking in the Caucasian 2 sun after the completion of the construction job he had been

engaged in in the South. 3 3 2 1

2. Now we have solved the problem and have arrived at the same conclusion as they arrived at. 3.It serves little purpose to have continued public discussion of this issue. ( P.139)

(1) ----------

Whats so special about Lurpak Danish butter? Well, can you remember what butter used to taste like-----real farm-fresh butter? Do you remember how you used to enjoy it when you were young? Today---- the taste of Lurpark bring it all back to you-----thats why its so special.43

(2)P.142(3)P.142(4)P.142(5)------1 A business in millions, a profit in pennies.in millionsin pennies

2 Introducing Tide With Bleach what do you do with a sock this dirty?Wash it in a regular detergent, like the one youre using now, and it will get only this white.But itll get much whiter with Tide with Bleach, because youll have the dreaming power of the best Tide ever plus the whitening power of the best liquid bleach, just follow tough laundry instructs.

(6)P.143(7) P.143 After careful consideration, we suggest that at the first stage, business be done by supply us with factory equipment and technology will be delivered to you to set off all the cost of equipment and other charges within 3 years.3(8)P.143

(9)------ Dear Sir, Subj. Sheep Shearing Machines We thank you for your Quotation No.97028. A comparison between this Quotation and your Quotation No.97001 for our last order shows that you are now quoting for container shipment and are raising your price by 2%. Admittedly, there is some slight increase for sheep shearing machines in the market price, we would like to point out that since your present Quotation is on C&F terms and freight for container shipment is lower than the usual freight, the increase in price can be well set off by the saving in freight and therefore the unit price of this order should be identical with that of our last order. Please consider our comments and let us have your confirmation by Fax. Yours sincerely Tom William

97028970012% 1.P.1431442. P.1443.P.144

1. offer offereroffereeacceptacceptoracceptee The undersigned Sellers and Buyers have agree to close the following transactions according to the terms and conditions stipulated below.the terms and conditionsconditions

21The shipment time is February or March at option and the goods will be shipped in one lot.2The goods will be delivered in sellers usual make-up.

3By irrevocable Letter of Credit available by Sellers documentary bill at sight to be valid for negotiation in China until 15 days after date of shipment, the Letter of Credit must reach the Sellers 30 days before the contracted month of shipment.1530

1irrevocable Letter of CreditA Letter of Credit which cannot be altered or cancelled once it has been negotiated between the buyer and his bank. 2documentary bill at sightbilldocumentary billa bill to which documents are attached,

3negotiationthe giving of value for bills(drafts) or documents by the bank authorized to negotiate,4until 15 days after date of shipment,151530

3(P.155 ) 1.The financial statements are the means of conveying to management and to interested outsiders a concise picture of the profitability and financial position of the business.

2

160-162-

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And now you have two choices: Diagraph/500 for only 499 or Diagraph?2000 for $395.Diagraph/500 files are fully compatible with Diagraph/2000 so you can upgrade it to Diagraph/2000 at any time. Whats more, the cost of Diagraph/500 is credited towards your purchase of Diagraph/2000.See the enclosed data sheet for additional information. Call use at 800-378-9253 to see how the power of Diagraph can enhance everything you write! Sincerely,

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2Inquiry Letter Dear Mr. Frost:We are in bad need of 200 metric tons of sugar and shall appreciate your quoting us your best price.The sugar should be of superior quality, packed first in air tight polythene bags and then in strong gunny bags of 50 kilograms net ech. Besides, the goods should be surveyed by an independent surveyor as to their quality and quantity be fore shipment. As theres a critical shortage of sugar here, you are expected to get the goods ready for delivery before October 15, If your terms are acceptable, we will place an order of 200 metric tons right away.Please send us by airmail some sample sugar. Thanks Sincerely yours,

200 501015200

(3)Offer LetterDear Mr. Wright;Thank you for your interest in our product. We are making you the following offer subject to your acceptance reaching us no later than April 20:Fifty metric tons of Grade One Jiangxi walnut meat at RMB30,000 per metric ton CLF London for shipment during August and September, other terms and conditions same as usual.As no direct steamer is available from here to London, the goods will have to be transshipped in transit. And the additional cost for this transshipment is included in the quoted price.

420503000089

162-164-12004430We have pleasure in acknowledging the receipt of your letter of the 30th April.

2430 We thank you for your enquiry of the 30th April, which has had our best attention.3430M8301 We are in receipt of your letter Ref. M8301 dated the 30th April..

41 We acknowledge the receipt of your letter of the 1st ultimo with the enclosure.522212 Your letter of 22nd ultimo, together with the order No.212 enclosed, has been received

653356 We acknowledge your of May 3 enclosing order No. 356, for which we thank you.773121850 We are in possession of your letter of the 31st July enclosing a countersigned copy of our S/C No.21850.82004112 In response to your letter No.jG/HK dated 12th January, 2004, we wish to state that.

1.We are awaiting your early reply with interest.2.Your prompt reply will be appreciated.3.Thank you in advance for your close cooperation in this respect.4.Your prompt attention to the said points will be appreciated.

5.We shall be pleased to receive your letter and assure you of our best attention.6.Any further orders that you may place with us will received our best attention.7.,Please be assured that we shall spare no effort to satisfy your requirements.8.We hope to receive your further information by return of post.

1. (1) 164-166

(2) 166-169-B/L ( bill of lading) C.A.C (credit advice )C.A.D (cash against documents)C.A.F (cost and freight )/ CARR. PD.(carriage paid)C. F. & C. (cost,freight and commission)

C. F. & I. (cost, freight and insurance) C & I (cost and insurance) D/A (document against acceptance) days after acceptance O. K ( all correct ) T/R ( trust receipt ) S/N ( shipping note ) (3) 170

Dear Sirs Our stock will comprise the latest models direct from Paris, which will be offered by us at an exceedingly moderate price, and we may be able to count upon your kind patronage. Yours truly

(1) count upon your kind patronagecount upon look to sb., expect sth. from sb., look forward to . (2) patronage Your patronage is respectfully solicited.

2171--173(1)1We are in a position to supply Woollen Lady Dress Cloth in attractive and elegant designs/shades, best selling in markets all over the world. Buyers designs and shades are subject to our manufactures approval.

2:You letter of August 1,2001 addressed to our sister branch, enquiring for Corduroy, has been passed on to us for attention. As the article enquired for is handled by our Corporation, we shall therefore be glad if you write to us direct hereafter for it.2001812172

(3)please be informed thatin the market forYour prompt reply will be obliged. Something will be sent upon request. XXXThe offer is subject to our confirmation. The offer is firm for 3 days. 34172

31731).We shall make you special offer for an order of not less than 1,000Dzs. At a time.1,000,.2). The L/C should be issued at an early time for our prompt shipment.,.

3). Attached please find a quotation No.72-A301 covering several commodities in regular supply, but all price quoted are subject to our final confirmation.72-A301,,

1. In case of interest, please let us have your orders indicating quantity, delivery, etc. so that we may send you sales Confirmations.

2.We are certain that we are offering a sound article at popular price, and we should appreciate an opportunity to substantiate our claims.

1.181358919202. We wish to advice you that the goods under S/C No.12345 went forward per steamer YUNNAN on July 31, 2004 to be transshipped in Goteborg and are expected to reach your port early September.3. In compliance with the terms of the contract, we forwarded you by air a full set of non-negotiable documents immediately after the goods were loaded.4.It shall not be fair if the loss be totally imposed on us as the liability rests with both parties. We are ready to pay 50% of the loss only.

5.During the Fair time, there will be representatives from all the branches of China Import and Export Corporations present with their commodities exhibited at the Fair. It is much convenient to visitor who wish to see a wider range of Chinese export as well as to hold business talks with the various branches of China Import & Export Corporations.6.We have received your letter of the 10th November addressed to China National Tea Import & Export Corporation, Shanghai Branch . In order to speed up communication, please never write to others but to our corporation for Woollen & Cotton Fabric business.

2. We wish to advice you that the goods under S/C No.12345 went forward per steamer YUNNAN on July 31, 2004 to be transshipped in Goteborg and are expected to reach your port early September..123452004731YUNNAN Goteborg93. In compliance with the terms of the contract, we forwarded you by air a full set of non-negotiable documents immediately after the goods were loaded.

4.It shall not be fair if the loss be totally imposed on us as the liability rests with both parties. We are ready to pay 50% of the loss only.50%

5.During the Fair time, there will be representatives from all the branches of China Import and Export Corporations present with their commodities exhibited at the Fair. It is much convenient to visitor who wish to see a wider range of Chinese export as well as to hold business talks with the various branches of China Import & Export Corporations.

6.We have received your letter of the 10th November addressed to China National Tea Import & Export Corporation, Shanghai Branch . In order to speed up communication, please never write to others but to our corporation for Woollen & Cotton Fabric business. 1110

Preamble of a contract

The corporate or personal names of the parties to the contract and their nationalities, principal places of business or residential address;(the dare and place of signing of the contract)

[1] ABC XYZ 1998329This contract is made this 29th day of March, 1998 in shanghai, China by and between ABC Corporation. China (hereinafter referred to as Seller), a Corporation having their principal office in Shanghai, China who agree to sell, and XYZ Corporation (hereinafter referred to as Buyer), a Corporation having their principal office in New York, N.Y.,USA, who agrees to buy the following goods on the terms and conditions as below:

[2] 00811998329Contract Number: JH ZI, No. 0081Date of Execution of Contract: March, 29, 1998Place of Execution of Contract: Shanghai, China.

ABC Seller: ABC Corporation, China.Address: No. , St., Shanghai, China.Country of Corporation: Peoples Republic of China.Telex:Fax:Postcode:E-mail:

XYZ Buyer: XYZ Corporation, USAAddress: No. , ST., New York, N.Y. USACountry of Corporation: United States of AmericaTelex:Fax: Postcode:E-mail:

Main Body of a Contract1The type of contract and the categories and scope of the object of the contractcontract for international sale of goodslicense/know-how contractcontract for introduction of complete plant and technologyother contracts;

2(The technical conditions, quality, standards, specifications and quantities of the object of the contract)3Time limit, place and method of performance

4The price terms, amount to be paid, ways of payment, and various types of additional chargesterms of paymentFOBfree on board or FREE ON BOARDCIF(cost, insurance, freight or COST, INSURANCE, FREIGHT)

5Whether or not the contract may be assigned or the conditions for assignmentP41

(6)(The compensation and other liabilities for breach of contract)penaltycompensation for lossespayment of interestsuspension of the contract performancecancellation of the contract

(7)(methods for resolving disputes arising under the contract)128 The parties may settle their contract disputes through conciliation or mediation.The parties to a contract involving foreign interests may, in accordance with an arbitration agreement, apply to Chinese arbitration organization or other arbitration organizations for arbitration. If the parties have not concluded an arbitration agreement or if the arbitration agreement is invalid, they may file a suit with a peoples courtconciliationmediationarbitrationlawsuit

(8)(The limits of the risks to be borne by the parties in performing the object and the coverage of insurance of the object)

9A period of validity for the contract and conditions for contractual extension and contractual termination before its expirationa contract which needs to be performed continuously over a long periodcontracts for sino-foreign joint venturescontract for sino-foreign contractual joint venturescontracts for introduction of complete plant and technologycontracts for works of civil engineering construction

[3] 1 2 3 4 5 gu6 XYZ0081NEW YORKNo. I100Notes: (XYZ0081NEW YORKNo. I100

7 20033200018 9 10100%11100%0.1%0.1%0.1%

121 2 345678 13 %

141/ 2

151 % % 2 % % 3151152

16 15

171/14221 21427

1812719

ABC XYZ

202000INCOTERMS 200021

1. Name of Commodity;2. Specifications, Quantity and Unit Price;3. Total Value (USD);4. Country of Origin and Manufactures;5. Packing;Packing must be suitable for ocean shipment and sufficiently strong to withstand rough handing. Bales must be press packed and hoped, with adequate inside waterproof protection and the outer wrapping must comprise good quality canvas. Cases or other outside containers must be externally of the smallest cubic dimension consistent with adequate protection of the goods.Package must bear full marks and shipping numbers stenciled in good quality stencil ink in large plain characters on two sides and one end of each package. All bales must be marked use no hooks.

6. Shipping Mark:XYZ0081New YorkNo. 11007. Time of shipment:Shipment within the last ten-day period of March, 2000, subject to acceptable Letter of Credit reaches sellers before the last ten-day period of January, 2000, and partial shipment is not allowed.

7. Time of shipment:Shipment within the last ten-day period of March, 2000, subject to acceptable Letter of Credit reaches sellers before the last ten-day period of January, 2000, and partial shipment is not allowed.8. Port of Shipment;9. Port of Destination;10. Payment:By a prime bankers Irrevocable Sight Letter of Credit in Sellers favor, for 100% value of goods.

11. Insurance:Insurance to cover WA. plus T. P. N. D. and War Risk for 110% of CIF value and to provide for claims if any, payable in new York in U. s. Currency.War Risk premium is calculated at 0.1%, if it is higher than 0.1% after the conclusion of the contract, the excess premium shall be for the Buyers account and if War Risk insurance is not obtainable, the Seller may be exempted from providing such insurance.Therefore, the Letter of Credit must include the following clause: if War Risk premium is higher than 0.1%, beneficiary is authorized to draw the difference in excess of the letter of Credit amount, or to exempt from providing such insurance.

12. Documents:The following documents shall be prepared by the Seller and submitted to the Buyer:(1)Commercial Invoice in Copy (ies);(2) Full set of clean on board ocean bills of Lading made out to ;(3) Insurance Policy; (4) Quality Inspection Certificate;(5)Certificate of Origin;(6)Packing List;(7)Notice of Shipment;(8) The following other Documents:

13. If the Buyer fails to pay any amount when due, the Buyer shall be liable to pay to the Seller overdue interest or such unpaid amount from the due date until the actual date of payment at the rate of percent per annum. Such overdue interest shall be paid upon demand of the Seller.

14. Inspection: (1) The Seller shall, before the time of shipment, apply to inspection organization for inspection of the quality, specification, quantity, weight, packing and requirements for safety and sanitation/hygiene of the Goods in accordance with standards.The inspection certificate issued by the said inspection organization shall be integral part of the documents to be presented for payment.(2) For the purpose of warranty and other claims, the Buyer shall have the right to apply to the inspection organization for the re-inspection of the Goods after the arrival of the Goods at the final destination.Re-Inspection Organization:

15. Penalty:(1) Failure to Make Timely Delivery.In the event the Seller for its own for its own sake fails to make delivery of all the goods on time as stipulated in this contract, the Seller shal pay a penalty to the Buyer. The penalty shall be changed at the rate of % of the amount of the delayed goods for every days of delay in delivering the goods, however, the penalty shall not exceed % of the total value of goods involved in the late delivery. Any fractional days less than days shall be deemed to be days for calculation of penalty.

(2) Failure to Timely Open the Letter of Credit In the event that the Buyer for its own sake fails to open the Letter of Credit on time as stipulated in this contract, the Buyer shall pay penalty to the Seller. The penalty shall be changed at the rate of % of the amount of the Letter of Credit for every days of delay in opening the Letter of Credit, however, the penalty shall not exceed % of the total value involved in the Letter of Credit of amount. Any fractional days less than day shall be deemed to be days for the calculation of penalty.(3) The penalty provided for in clause 15.1 and/or 15.2 shall be the sole compensation for damages caused by such delay.

16. Force Majeure:Neither party shall be held responsible for failure or delay to perform all or any part of this Contract due to flood, fire, earthquake, snowstorm, hailstorm, hurricane, war, government prohibition or any other events that are unforeseeable at the time of the execution of this Contract and could not be controlled, avoided or overcome by such party. However, the party whose performance is affected by the event of Force Majeure shall give a notice to the other party of its occurrence as soon as possible and a certificate or a document of the occurrence of the Force Majeure event issued by the relative authority or a neutral independent third party shall be sent to the other party by airmail not later than 15 days after its occurrence.

17. Claims:(1) Except those claims for which a third party is liable, should the quality, specifications, quantity, weight, packing and requirements for safety or sanitation/hygiene of the goods be found not in conformity with the stipulations to this Contract, the buyer shall give a written notice to Seller and shall have the Inspection Certificate issued by the Inspection Organization provided in Clause 14.2 to this Contract within 21 days from the date of completion of unloading of the goods at the port of unloading. In the event of nonconformity, the Seller shall promptly repair or replace such goods or supply the quantity that is deficient.

In the event that Buyer does not make such claim within the above-mentioned time-limit, the Buyer shall forfeit its right to make a claim with respect to the quantity deficiency or the apparent quality defect.(2) The Seller shall reply to the Buyers claim not later than 7 days after receipt of the inspection certificate issued by the inspection organization provide in Clause 14,2 to this Contract and the claims shall be regarded as having accepted, if the Seller fails to reply within the above-mentioned time-limit.

18.Termination:Except as provided elsewhere, this Contract may be terminated in either of the following case:(1) Through mutual written agreement by both parties; (2) If the other party fails to perform its obligations within the time-limit agreed upon in this Contract within 7 days following the receipt of the notice thereof from the non-breaching party.In such case the non-breaching party shall give a written notice to the other party to terminate this Contract.

19. Notice: Any notice to be given hereunder shall be written or shall be hand-delivered, transmitted by facsimile or telexed or sent by express airmail, and shall be deemed given when so hand-delivered, or if transmitted by facsimile or telex so transmitted, or if sent by mail when received, to the parties at the address specified at the preface to this Contract:

ABC Corporation, China:Address: No. , St. Shanghai, ChinaTelex:Fax:Postcode:XYZ Corporation, U. S. A.Address: No. , St., New York, N. Y. U. S. A. Telex:Fax:Postcode:

20. Incoterms:Unless otherwise stipulated in this Contract, the terms and conditions of this Contract shall be interpreted in accordance with the International Rules for the Interpretation of Trade Terms (INCOTERMS 2000) provided by International Chamber of Commerce.21. Arbitration:All disputes arising from the performance of this Contract should be settled through friendly negotiation.

21. Arbitration:All disputes arising from the performance of this Contract should be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall be submitted for arbitration in the Country where the defendant resides. If the arbitration takes place in China, the case shall be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade, Shanghai and the arbitration rules of this Commission shall be applied. If the arbitration takes place in the USA, the case shall be submitted to the Foreign Trade Arbitration Commission of Council for the Promotion of International Trade NY and the arbitration rules of this arbitration organization shall be applied. The award of the arbitration shall be final and binding upon both parties. The arbitration fee shall be by the losing party unless otherwise awarded by the arbitration organization.

(Final Clauses) (Final Clauses) (Languages in which the contract is to be written and its validity) (Final Clauses)32 If the parties enter into a contract in written form, the contract shall go into effect when the parties sign or stamp it

[4]123 1.This Contract is made out in two originals, each copy written in Chinese and English languages, both texts being equally valid. In case of any divergence of interpretation, the Chinese text shall prevail.

2.The annexes as listed in Articles 19 to this Contract shall form an integral of this Contract.Any amendment and/or supplement to this contract shall be valid only after the authorized representatives of both parties have signed written documents (s), forming integral part(s) of this Contract.3.This Contract shall come into force after the signatures by the authorized representatives of both parties.192-203

1. faithfulness and accuracy

1 accuracyThe undersigned Sellers and Buyers have agree to close the following transactions according to the terms and conditions stipulated below.the terms and conditionsconditions

to bear all legal and economic responsibilities arising there from.financial responsibility arising there from which may arise

2completeness 1

In case part of all know-how of the above mentioned technical contents have been published by Licensor or any third party, the licensee shall no longer be responsible for keeping the opened parts secret.keep secret and confidentialconfidentialIn case part of all know-how of the above mentioned technical contents have been published by Licensor or any third partyLicensee obtain evidence of such publication

2411020320Shipment during the period beginning on April 1 and ending on Oct. 20 subject to Buyers Letter of Credit reaching Seller before Mar. 20. 411020both date inclusive; 20Mar. 20beforeon, subject to Buyers Letter of Credit reaching Seller on and before Mar. 20subject toThis offer is subject to our final confirmation.

2. expressiveness and smoothness ()

Party B guarantees that he is the legitimate owner of the know-how and technical documentation supplied to Party A in accordance with the contract and that he has the right to transfer them to Party A. If the third party accuses party B of infringement, Party B shall take up the matter with the third party and bear all legal and economic responsibilities arising therefrom.Party B guarantees that heheParty Bsupplied to Party Asuppliedby Party B,

in accordance with the contractin accordance with stipulations of the contract he has the right to transfer them to Party Ahe has the right to transferParty B is lawfully in a position to transfer,

if the third party accuses party B of infringement;(1) the third party any/a third party; (2) to accuse sb of sth to bring a charge of infringement.party B shall take up the matter with the third partytake up sth. with sb.Party B shall be responsible for dealing with the third party.

bear all legal and economic responsibilities arising therefromfullallbear the legal and financial responsibilities which may arise therefrom.

Party B guarantees that Party B is the legitimate owner of the know-how and technical documentation supplied by Party B to Party A in accordance with the stipulations of the Contract, and that Party B is lawfully in a position to transfer the above-mentioned know-how and technical documentation to Party A. If any/a third party brings a charge of infringement, Party B shall be responsible for dealing with the third party and bear the full legal and financial responsibilities with may arise therefrom.

Useful Words and Phrasesterms of payment amount of payment instrument of payment time of payment place of payment method of payment pre-emptive right

penalty n. compensation for losses suspension of the contract performance cancellation of contract mediation n. conciliation n. arbitration n. arbitration provision lawsuit n.

eventuality n. waterproof a. War Risk premium Letter of Credit Force Majeure Claim n. Submit sth.(to sb./sth) Clause n. Annex n.

190(p290)2

190(p290)In accordance with the terms of your letter of credit, we have made free to draw upon you at ninety days sight, for the above amount, with following shipping documents attached:Payment unless otherwise specifically agreed is to be made by letter of credit established telegraphically immediately upon receipt of confirmation of order.

2During the period from the date of effectiveness to the termination of the Contract, the two Party shall hold a meeting every year to discuss problems in the execution of the Contract, to exchange views on technical development and improvement and lay a foundation for further technical cooperation. The aforesaid meeting shall be held in the two countries in turn. The contents and conclusion of such discussions shall be written in memorandum. The number of attendants of each party shall be no more than five persons. Each party shall bear its own expenses.

WTO,217

verbalnon-verbalheadlinesub-headlinebody textslogantrade markillustration.218

1headlinesub-headlineSmoothness you can taste. LarkWhat kind of man reads playboy?

1WHY Gas give you thankful after thankful of hot water3 TIMES FASTER. GAS2NOW YOU LL HAVE TO BLAME SOMEONE ELSE IF YOU ARELATE.

Say that your dog ate your pants, Or that you had a dental emergency. But whatever you say, dont say it was because of Northwest Airlines. Its not very likely, and the truth is, no one will believe you any more, Among the top five U. S. airlines, we have the best on-time performance this your. We know that in the dog ate-dog world of business, sometimes there is no excuse for being late.For U. S. reservations, call you travel agent, or call Northwest at 001-800-225-2525.

001-800-225-2323

3TOO MUCH A GOOD THING IS A GOOD THINGThe Incredibly Comfortable GRAND MARQUISIts like the old Grand-Marquis-only more so, More power, More quiet. And its more fuel efficient. More Info.? Call 001-800-466-8888.Mercury 001-800-446-8888

This tough Du Pont plastic helps hold laminated safety glass together under impact. How to tell which carpet is best for you? Save $ 15 every week. 154

2. body textslogan1

ToshibaFeel the Power of the Worlds First Turbo copier.Introducing the new Toshiba 2230 Turbo. The first turbocharged copier in history.Beneath its sleek exterior is a copying system. So remarkable its actually patented.With it, you can produce 22 copier a minute. Or hit the turbo button and turn out 30 copier a minute. So now you have the power to work 40% more efficiently. While using 33% less toner. And whats even more revolutionary, weve managed to do it without turbo charging the price.To arrange for a free demonstration, just call 180GoTOSHIBA.The worlds first 2-speed copier.

Toshiba 2230 Turbo223040% 33%1800Toshiba

Four Good Reasons Why Johnsons Bay Lotion Is the Prefect Grown- up Body Lotion(1)Thicker and richer than other lotions.(2)Absorbs fast. Goes to work instantly.(3)Unique combination of 10 skin softeners.(4)Leaves you feeling beautifully soft all over.

2EXPERIENCE THE ALLURE OF A SECLUDED COVEBY DAYLIGHT OR STARLIGHT DAKAKIn the ocean wildness, a tower of rock crowns a vary private cove.A cove untouched by the world, yet replete with world luxuries, with only the murmur of waves to break the solitude. Exotic bloomsquiet strolls fests of fresh caught seafood, create an experience of pure magic. Let Dakak in Dapitan city, north of Zamboanga, Charm you the way Era and Maila will on board Philippine Airlines.Dakak of the PhilippinesPhilippines Airlines Shining Through

3Q: Where in America can you find a better pair of Mens Twills for $32.50?A: Nowhere that we know of. 32.50

4What is soap doing to you face? Listen to women who stopped using it.

You know that tight, drying feeling you get after you wash with soap? I didnt feel that with Dove. DoveWhen I stopped using soap and started using Dove., my face just wasnt dry anymore, I feel 20 years younger. Dove20Soap made me feel like I had a mask on. Tight and pulling. Dove is 100% better than soap.Dove.

5Most diets fail because theyre unrealistic. They expect you to eat the foods you dont like and resist the ones you do. Psychologically, forbidden foods look better than ever. You cheat. You feel guilty. You abandon the diet completely. Till the next time.What Weight Watchers Frozen Meals offers you is 28 dishes specially made for a sensible weight loss program. 28dished you never in your wildest dreams thought you cold eat without feeling guilty. Dishes like Lasagna

Weight Watchers Frozen Meals2828

6sloganThings go better with Coca-Cola. Fresh up with Seven-up.

Quality never goes out of style. Above all in refreshment. Become a women of the world with OLAY. OLAYIt changed our well water to wonderful water! With Nuprin, I can play without arthritis pain.

1 1be, get, buy, like, love, need, use, feel, start, come, go, take, taste, keep, new, good, better, best, nice, fresh, rich, real, great, extra, delicious1Do More. Work LessDo More.Work Less

2The Only Sound Youll Hear Is Praise.3I couldnt believe it, until I tried it!Im impressed! Im really impressed!Youve gotta try it.I love it.gottaYou bet, My Goodness

21200 Years. Six Generations. One Family.200612The Orangemostest Drink in the world.() OrangemostestOrange + most +est

3I couldnt believe it, until I tried it!Im impressed! Im really impressed!Youve gotta try it.I love it.gottaYou bet, My Goodness

3We know eggsactly how to tell eggs.eggsactlyexactlyeggs222311Do More. Work Less2My Goodness! My Guinness!GuinnessMy GoodnessMy Guinness 2

322511Flowers by Interflora speak from the heart.Interflora2:We are proud of the birthplace of our children, the grapes of Almaden.

21Make Time For Time.2Money doesnt grow at trees. But it blossoms at our branches.branch

341Pick an Ace From Toshiba.Ace2Fly smooth as silk and enjoy award winning fool and service.

51You cant Xerox a Xerox on a Xerox.XeroxXeroxXeroxXeroxXeroxXerox61Health, humour & Happiness Gifts wed love to give.

3 Exercises 1) Forget hot taste. Only Kool, with pure menthol has taste of extra coolness.Come up to Kool.2) Is microwave cooking fast? ---You bet.3) DRINK A PINT MILKA DAY 4Its for a lifetime.5Look again. Colors that last so long. Blend so smooth. Stay so true. (Thats no lie!) 6Spare, shapely and sensational. One-stop dressing, at its very best.7) Taste that beats the other cold.

8) Bright ties, ties for the cool, and certainly the confident.9Mr Kipling makes exceedingly good cakes.10Flash. Dash, Classic splash.11Designed with a computerSilenced by a laserBuilt by a robot12THE CORDIA, shaped by the wind, born for the road.

1) Forget hot taste. Only Kool, with pure menthol has taste of extra coolness.Come up to Kool.KoolKoolKoolcool2) Is microwave cooking fast? ---You bet.----You bet.3) DRINK A PINT MILKA DAY Drink a pint milk a day.4Its for a lifetime.

5Look again. Colors that last so long. Blend so smooth. Stay so true. (Thats no lie!)6Spare, shapely and sensational. One-stop dressing, at its very best.7) Taste that beats the other cold.8) Bright ties, ties for the cool, and certainly the confident.

9Mr Kipling makes exceedingly good cakes. Mr kipling10Flash. Dash, Classic splash. 11Designed with a computerSilenced by a laserBuilt by a robot12THE CORDIA, shaped by the wind, born for the road.CORDIA

1229223032311Literal Translation1Good teeth, good health.

2(meaning implication)1If youre doing business in the Philippines, It pays to set the pick of the crop!If3/456

transliterationFree translationtransliterationParkerSonyKodakNomedeKentFree translationFree translation

We live up to our word.Buy a Diamond Brand-watch, if every second counts for you,

Ads Gone Bad We do not tear your clothing with machinery. We do it carefully by hand.

Tired of cleaning yourself? Let me do it. Dog for sale: eats anything and is fond of children.

Used Care: Why go elsewhere to be cheated? Come here first!

Three-year-old teacher needed for pre-school. Experience preferred.

Illiterate? Write today for free help.