Unit 1 THE CONTRACT SENTENCES

1. The language of contract English

Read the following contracts, find the main clauses and subordinate clauses, underline all the terms which
have the same grammatical functions which express the same meanings, then translate them into Vietnamese.
(1) Extract of a construction contract

The Contractor shall be under no liability whatsoever by way of indemnity or otherwise for or in respect of
destruction of or damage to the Works... or to Temporary Works or to any property whether of Government or
third parties or for or in respect of injury or loss of life which is the consequence, whether direct or indirect, of the
outbreak of war (whether war is declared or not) in which the Country shall be actively engaged, invasion of the
Country, act of foreign enemies, rebellion, revolution or military or usurped power in the Country, civil war, or,
otherwise than amongst the Contractor’s own employees or the employees of any subcontractor or a contractor
executing any Specialist Works, riot, commotion or disorder, (hereinafter comprehensively referred to as “the said
special risks”) and the Government shall indemnify and save harmless the Contractor against and from the same
and against and from all claims, demands, proceedings, damages, costs, charges and expenses whatsoever arising
therefrom or in connection therewith and shall compensate the Contractor for any loss of or damage to property of
the Contractor used or intended to be used for the purposes of the Works, and occasioned either directly or
indirectly by the said special risks.

(2) Leasing contract

This Lease
Made the tenth day of August
between
Alan Quartermain hereinafter referred to as “the Landlord”
and
Elizabeth Jenkins hereinafter referred to as “the Tenant”
Witnesseth:
that the Landlord hereby leases to the Tenant and the Tenant hereby hires from the Landlord on the conditions
attached hereto the apartment known as Apartment 4 on the fifth floor in the building known as 13 Greek Street for
the term of three years commencing the first day of September 20-- and ending the thirty-first day of August 20--
at the annual rent of $5,000 payable in equal monthly installments in advance on the first day of each month
during the said term
In Witness Whereof
Landlord and Tenant have respectively signed and sealed this lease as of the day and year first above written.

2. The basic sentence structures in a Contract

Structure 1:
Main clause + Main clause
=> Using “AND/OR”

Structure 2
(1) Main clause + Subordinate Clause
(2) Subordinate Clause + Main clause
Structure 3: The daisy-chain
Main Clause + Subordinate Clause + Subordinate Clause + Subordinate clause…

Structure 4
Subordinate Clause + Main Clause + Subordinate clause

Practice 1 Translate the following one-page contracts into Vietnamese and note the use of the clauses in this
document.
 (1) Contract for transfer of ownership for a new car

Know all Men by these Presents

That
The Albert Motor Company, the Seller, whose address is 3 Dry Boulevard, Alton, New Hampshire, for and in
consideration of the sum of $17,000 paid by Joe Ditherspoon, the Buyer, whose address is 1839 Long Lane, Alton,
New Hampshire, has bargained, sold, granted and conveyed and by these presents do bargain, sell, grant and
convey unto the Buyer, the Buyer’s successors (heirs, executors, administrator) and assigns one Ford Mustang
Model 1990
Factory No Ap 23840984762HX543
Motor No 72LK753 To
Have and to Hold
the same unto the Buyer and Buyer’s successors (heirs, executors, administrators) and assigns forever
In Witness Whereof
the Seller has set his hand and seal or caused these presents to be signed by its proper corporate offices and caused
its proper corporate seal to be hereto affixed, the eleventh day of October, 20--.

(2) Contract for the sale and purchase of a second-hand automobile

ARTICLES OF AGREEMENT
Between
 Alan K. Whitbread, who resides at 12 Dogweed
Lane New York, NY, of the first part,
and
Elizabeth Dowell, who resides at 3 Catskill Drive
New York, NY, of the second part.

The party of the first part, in consideration of nine thousand dollars ($9,000) covenants and agrees to sell to
the party of the second part a 1988 black Ford automobile including the transfer to the party of the second
part of the Certificate of Title and any other documents necessary to effectuate a complete transfer of title
from the party of the first part to the party of the second part

The party of the second part, in consideration of the complete transfer of title of the 1988 black Ford
automobile from the party of the first part to the party of the second part covenants and agrees to tender
payment of nine thousand dollars ($9,000) to the party of the first part in the form of cash with payment due
on the date of delivery of the said automobile.
IN WITNESS WHEREOF
the parties hereunto have set their hands and seals the seventh day January in the year two thousand….

Practice 2. PURCHASE CONTRACT-General Terms and Conditions

A. Fill in each gap one most suitable word
1. SHIPMENT OR DELIVERY

The obligation of Seller to (1) ship or deliver the goods specified on the (2) face of this Contract ("Goods")
punctually by the time or within the prior period (3) Specified on the face of this Contract is of the (4)
essence of this Contract.

B. Supply the missing information with the given words in the box

completion, delivery, deviation, particulars, passage, repute, seaworthy, secure, standing, telex, transport,
vessel,

2. VESSEL

If, under the terms of this Contract, Seller is to (1) secure or arrange for the vessel or vessel’s space,
Seller shall ship the Goods on first class steamer(s) and/or motor vessel (s) owned and/or operated by
carrier (s) of good international (2) repute and financial (3) standing and of a type normally used for
the (4) transports of goods of the same type as the Goods. The Goods shall be shipped by way of
usual shipping routes without any (5) deviation and on vessel (s) adequately (6) seaworthy and
suitable for uninterrupted (7) passage to the berth at the port of destination. Immediately after the (8)
completion of the loading of the Goods, Seller shall cable or (9) telex to Buyer a notice of shipment or
(10) delivery, showing the number of this Contract, the name of the (11) vessel, the port of shipment
 or delivery, a description of the Goods and packing, the quantity loaded, the invoice amount and other
essential (12) particulars.

C. Fill in each gap one most suitable word

3. PRICE
The price specified on the face of this Contract shall be firm and (1) final and shall not be (2) subject to any
adjustment for any reason (3) whatsoever.

4. CHARGES
All cases, export duties, (1) fees, banking charges and/or other charges attributable to the Goods, containers
and/or documents (including but not (2) limited to certificates of origin in the country of shipment or delivery)
shall be (3) borne and paid by Seller.

D. Supply the missing information with the given words in the box

5. FORCE MAJEURE
If the performance by Buyer of its obligations hereunder is directly or (1) indirectly affected or prevented by
force majeure, (2) including but not limited to Acts of God, fire, war declared or not or serious threat of the
same, civil commotion, strike or other labor dispute, governmental order or regulation or any other causes
beyond the (3) reasonable control of Buyer or Buyer’s customer (s), Buyer shall not be (4) liable for loss of
damage or failure or delay in performing its obligations (5) hereunder and may, at its sole discretion, (6)
terminate this Contract or any portion (7) thereof.

6. DEFAULT

In case of (ⅰ) Seller’s (1) failure to perform any provision of this Contract or breach of any express or (2)
implied terms, conditions or warranties contained (3) herein; (ⅱ) Seller’s inability to pay its debts generally as
they become (4) due; (ⅲ) Seller’s bankruptcy or (5) insolvency or (ⅳ) appointment of a trustee, (6) receiver
or liquidator of Seller or of any material part of Seller’s assets or (7) properties (“Events of Default”), Buyer
may, at its sole discretion, (ⅰ) (8) terminate this Contract or any part (9) thereof; (ⅱ) reject the Goods; (ⅲ) (10)
dispose of the Goods for the account of Seller at a time and price which Buyer (11) deems reasonable, and (ⅳ)
purchase elsewhere and charge Seller with any resulting loss of damage, and Seller shall reimburse Buyer for
all loss or damage arising directly or indirectly from such Event of Default, (12) including but not limited to
any costs and expenses such as (13) dead freight, loss of profit obtainable from resale by Buyer of the Goods
and damage caused to any customer purchasing the Goods from Buyer.
The rights and remedies of Buyer hereunder are (14) cumulative and in addition to Buyer’s rights, powers and
(15) remedies existing at law or in equity or (16) otherwise.
7. WARRANTY

Seller shall convey to Buyer good and merchantable (1) title to the Goods free of any encumbrance, lien or
security interest. Seller warrants that the Goods shall fully (2) conform to any and all specifications,
descriptions, drawings, and data or samples or models furnished to or by Buyer, and shall be (3) merchantable,
of good material and workmanship and free from defects, and shall be fit or suitable for the use (s) or purpose
(s) intended by Buyer.
Buyer shall make all claims, except for (4) latent defects, regarding the Goods against Seller in writing as soon
as reasonably (5) practicable after arrival of the Goods at their final destination and unpacking and inspection
(6) thereof, whether by Buyer or Buyer’s customer (s). Seller shall be responsible for latent defects of the
Goods at any time after delivery, (7) notwithstanding inspection and acceptance of the Goods whether by
Buyer or Buyer’s customer (s), provided that a notice of (8) claim shall be made as soon as reasonably
practicable after discovery of such defects.
Buyer reserves the right to reject and (9) refuse acceptance of all or part of any shipment of Goods which are
not in accordance with specifications, descriptions, drawings, date, samples or models (10) furnished to or by
Buyer or with Seller’s express or (11) implied warranties.

8. INDEMNITY

Seller shall defend, (1) indemnify and hold Buyer, Buyer’s customer (s), users of the Goods, and its or their
officers and directors (2) harmless from and against any liability, loss, damage, penalty, cost, expense and (3)
disbursement (including attorney’s fees) or personal injury, death or (4) property damage as a result of any
claim or dispute caused by, due to or relating, in any way, to the Goods or any defect or (5) malfunction
thereof or any infringement of any patent, trademark, utility model, design, copyright, mask work or any other
(6) intellectual property rights in Japan or in any other country, which indemnity shall survive the (7)
termination of this Contract.

9. GENERAL

(1) All disputes, controversies or (1) differences arising out of or in relation to this Contact or the breach
thereof which cannot be settled by mutual accord without undue delay shall be (2) settled by arbitration in
Tokyo, Japan, in accordance with the (3) rules of procedure of the Japan Commercial Arbitration Association.
The (4) award of arbitration shall be (5) final and binding upon both parties, and judgment on such award may
be entered in any court or (6) tribunal having jurisdiction (7) thereof. This Contract shall be, in all respects,
governed by and (8) construed in accordance with the laws of Japan. The trade terms such as FOB, CFR, CIF
shall be (9) interpreted accordance with “INCOTERMS 2020”.
(2) The (10) failure of Buyer at any time to require full performance by Seller of the terms (11) hereof
shall not affect the right of Buyer to enforce the same. The waiver by Buyer of any breach of any provision of
this Contract shall not be construed as a (12) waiver of any succeeding breach of such provision or waiver of
the provision itself.
(3) This Contract (13) constitutes the entire agreement between the parties hereto and (14) supersedes all
prior or contemporaneous communications or agreements or undertakings with regard to the subject matter
hereof. This Contract may not be (15) modified or terminated except by a written agreement of Seller and
Buyer.
(4) Seller shall not transfer or (16) assign this Contract or any part thereof without Buyer’s (17) prior
written consent.

Link tra:https://liengiao.wordpress.com/2015/11/06/anh-van-soan-thao-van-ban /
Practice 3. English-Vietnamese translation
1. The stipulated prices are fixed, and they are to be understood delivered paid to the place of destination.
Translate: Giá bào này thì cố định và được hiểu là bao gồm cước vận chuyển trả đến nơi đến.

2. The headings and marginal notes in these General Conditions shall not be deemed part of this Contract,
and they shall not to be taken into consideration in the interpretation hereof.
Translate: Các tiêu đề và ghi chú bên lề trong phần những điều khoản chung sẽ không được xem là một
phần của hợp đồng này, và chúng (tiêu đề và ghi chú bên lề) sẽ không được tính đến/xét đến trong phần
diễn giải/giải thích.

3. The Employer has the right to terminate this Contract if construction work is not performed in
accordance with local by-laws.
Translate: Chủ đầu tư có quyền chấm dứt hợp đồng này nếu công trình xây dựng không được thực hiện
theo quy định của Luật Địa Phương.

4. If delivery is delayed more than 30 days from the agreed date of delivery due to reasons other than
Force Majeure, the Buyer is entitled to terminate this Contract.
Translate: Nếu việc giao hàng bị chậm quá 30 ngày kể từ ngày giao hàng đã thỏa thuận vì các lý do
không phải Trường hợp bất khả kháng, Bên mua có quyền chấm dứt hợp đồng này.

5. The delivery time has been adhered to if the consignment is ready for dispatch ex works within the
agreed period and if notice to this effect is sent to the Purchaser.
Translate: Thời gian giao hàng được tôn trọng triệt để nếu lô hàng đã sẵn sàng xuất đi tại nhà máy trong
khoảng thời gian đã thỏa thuận và nếu thông báo về kết quả này đã được gửi cho người mua

Practice 4. Vietnamese-English translation

Link tra:: https://www.coursehero.com/file/68122170/383094992-DICH-ANH-VIETdoc/
1. Trường hợp bên Bán phải chịu trách nhiệm thanh toán khoản tiền bồi thường thiệt hại ước tính, bên
Mua, sau khi đã gửi văn bản thông báo kịp thời cho bên Bán, được quyền chấm dứt Hợp đồng.
Translate: In the event that the Seller is liable for payment of liquidated damages, the Buyer, upon
sending due written to the Seller, is entitled to terminate this Contract

2. Bên Mua sẽ giám định hàng khi hàng đến đích. Nếu hàng hoá không phù hợp với Hợp đồng về chất
lượng hay số lượng, thì bên Mua sẽ phải thông báo ngay cho bên Bán về bất kỳ sự sai biệt nào ngay lập tức.
Translate: The Buyer shall inspect the goods on arrival at destination. If the goods do not conform with
the Contract in terms of quality or quantity, the Buyer shall notify the Seller without delay of any
discrepancy

3. Ngay khi hoàn tất việc giao hàng cho người Chuyên chở, bên Bán phải gửi văn bản thông báo cho bên
Mua về tình hình giao hàng.
Translate: After completion of delivery to the Carrier, the Seller shall send written notice to the Buyer of
the delivery process.

4. Trường hợp bất đồng hoặc tranh chấp phát sinh từ hay liên quan đến Hợp đồng này, hai bên sẽ gặp nhau
để tìm ra biện pháp hòa giải.
Translate: In the case of any controversy or dispute arising out of or relating to this Contract, both
parties shall meet to find an amicable settlement.

5. Trường hợp bên Mua vi phạm bất kỳ điều khoản và điều kiện nào của Hợp đồng này, bên Bán được
quyền chấm dứt toàn bộ hay một phần Hợp đồng này hoặc tạm ngưng giao hàng tiếp.
Translate: In the event that the Buyer breaches any of the terms and conditions of this Contract, the
Seller is entitled to terminate this Contract in whole or part or suspend further delivery.