Unit 8. Negotiating inspection and tests, guarantee, force-major circumstances, penalty and arbitration

1. insurance - страхование

2. force-major circumstances - непредвиденные обстоятельства

3. packing and marking - упаковка и маркировка

4. penalty and arbitration - санкции и арбитраж

5. inspection and test - испытания и проверка

6. equipment - оборудование

7. equipment without accessories - некомплектное оборудование

8. advance payment - предоплата

9. effective date of the Contract - дата вступления договора в силу

10. Acceptance Protocol - протокол принятия

11. the time stipulated in the Contract - время, оговоренное в контракте

12. prohibition of export or import - запрещения на экспорт или импорт

13. Chamber of Commerce and Industry - торгово-промышленная палата

14. Rules of Procedure - процедурные правила

15. acts of elements - стихийные бедствия

16. prevent - предотвращать

17. circumstance - обстоятельство.

Exercise 2. Повторите по грамматическому справочнику информацию о страдательном залоге §11 и переведите предложения на русский язык.

1. The goods must be examined in the Buyer's presence.

2. The inspectors of the buyer must be sent to the Seller's country to participate in the tests.

3. Inspection and tests must be performed on the Seller's territory.

4. The metal of which the equipment is manufactured must be of high quality.

5. The equipment must be delivered with all necessary accessories.

6. If a delay takes place trough our fault, the guarantee period can be prolonged.

7. If obligations can not be fulfilled, we are to advise the Buyer by cable.

8. If there is a delay, the Buyer must be paid a penalty.

9. Any disputes must be settled by the Chamber of Commerce and Industry of RF.

Exercise 3. Представьте, что вы работаете над составлением контракта с зарубежной фирмой, ответьте на вопросы, используя материал Unit 7 и 8.

1. What is the name of your partner's company?

2. What do they produce?

3. How long have they been on the market?

4. What goods do they want to buy?

5. What goods do they want to sell?

6. What clauses (пункты) would you like to include into the contract?

7. Is it necessary to include into the contract the term about the force-major circumstances?

8. How long will you wait for the goods in case of delay in delivery?

9. Is it important to send your inspectors to the Seller's plant for inspection and tests?

Exercise 4. Повторите в грамматическом справочнике информацию о простом прошедшем времени §8 и передайте содержание текста в прошедшем времени.

Inspection and tests of the equipment shall be carried out at the Seller's plant at the expense of the Seller and in the Buyer's inspector presence. The Seller is to inform the Buyer about the readiness of the equipment for inspection and tests. It is to be done not later than 2 weeks before the time proposed for inspection and tests stipulated in the contract. A Release Certificate for Shipment is to be issued by the Buyer's inspectors to the Seller on the basis of Test Certificate. If the Buyer's inspectors can not be present at the test, it can be carried out by the Seller without the Buyer's inspectors. Final tests and acceptance of the equipment for putting it into operation are to be made in the Buyer's country.

The LEADER. Now It's high time to discuss the question of Inspection and Test. As you know the Buyers have the right to send their inspectors to the Seller's country to participate in the inspection and tests of the equipment. I'd like to give floor to Mrs. Fox.

Mrs. FOX. Thank you. The participation of the Buyer's inspectors in the tests and inspection doesn't free us from the liability provided for in the clause "guarantee".

Mrs. SIDOROVA. We would be pleased if you could assist our inspectors to perform such inspections and tests on our territory. By the way, if such inspections or tests or tests reveal that the equipment do not comply with the Contract terms or have defects of any kind?

Mrs. FOX. Oh, it's our duty to eliminate such defects, it goes without saying.

Mr. LISOV. What about guarantee?

Mr. HANSON. We guarantee that the quality of the equipment conform to the requirements of the Contract. First of all - the equipment conform to the latest achievements of technics and the highest standards existing in the Seller's country. Then - the material of which the equipment is manufactured is of high quality. And the last - the equipment will be delivered complete with all necessary accessories to ensure its normal operation.

Mr. LISOV. We would like to have a 12 month guarantee period from the date of putting the equipment into operation.

Mr. HANSEN. But not more than 15 month from the date of shipment.

Mr. LISOV. And what about the case of delay?

Mr. HANSEN. If it is through our fault the period of guarantee is to be prolonged accordingly.

Mr. LISOV. Thank you.

The LEADER. Now the question of contingencies. I'd like to give the floor to Mrs. Compton.

Mrs. COMPTON. Should any circumstances arise preventing any of the parties to fulfill their obligations under this contract partially or in full, namely: acts of elements, war, military operations, blockades, prohibitions of exports or imports, the time of delivery under the Contract is to be extended for the period equal to that during which such circumstances will remain in force. We are to immediately advise the Buyer by cable of the beginning or cessation of the above circumstances.

The LEADER. Thank you, Mr. Compton. Now, I'd like to give the floor to Mr. Hellon to discuss the questions of penalty and arbitration.

Mr. HELLON. If the Seller fails to deliver the goods in the time stipulated by the Contract, they are to pay to the Buyer a penalty at the rate of 7% of the value of the equipment for each week during the first 4 weeks and 10% of the value of the equipment for each following week of the delay in the delivery. Should the delay exceed 3 month, the Buyer have the right to cancel the Contract.

Mr. KOSOV. We don't object. Now, about arbitration. Any disputes under or in connection with this contract are to be settled by the Foreign Trade Arbitration Commission at the Chamber of Commerce and Industry of Russian Federation in accordance with the Rules of Procedure.

The LEADER. Thank you, Ladies and Gentlemen. That's all for now. The Contract will be typed in 2 hours. Then our lawyers will study it carefully and we will meet at 5 p.m. to sign the contract. Don't forget give your legal addresses to the typists. Thank you once again.

Exercise 5. Прочтите диалог еще раз и побеседуйте со своим партнером от имени участника переговоров.

Exercise 6. Заполните пропущенные в диалоге места возможными ответами.

A: Now, it's high time to discuss the question of ... . As you know, the Buyer has the right to ... .

B: Yes, you are right. The participation of the Buyer's inspectors ... .

A: We would be pleased if you could assist our inspectors to ... on your territory. And what if such inspections and tests show some defects of any kind?

B: Oh, it is our duty to ... such defects.

A: What about guarantee?

B: We guarantee ... .

A: We would like to have ... guarantee period from the date of ...

B: We agree to ... .

A: And what about the case of delay?

B: If it is because of our ... , we will ... the guarantee period accordingly.

A: Let's discus the force-major circumstances. What are they?

B: We'd like to include into that clause ... . We take an obligation to advise the Buyer by cable about the beginning of them.

A: Thank you very much.

Exercise 7. Обсудите со своим партнером возможность покупки компьютерного оборудования, уделив внимание вопросам проверки и испытаний, гарантий, форс-мажорных обстоятельств, штрафа и арбитража.

Exercise 8. Вы хотите найти партнера для покупки компьютерного оборудования. Напишите письмо-информацию в Internet, расскажите о своей компании, о желаемой покупке, желаемых гарантиях, штрафах и арбитраже в случае необходимости.

Exercise 9. Напишите проект контракта с зарубежной компанией, используя материалы из Unit 7 и 8. Начните Контракт следующим образом:

"Public JSC "Russian equipment", Krasnoyarsk, Russia, hereinafter referred to as the "Seller", on one part, and GMZ Ltd, London, Great Britain hereinafter referred to as the Buyer, on the other part, have concluded the present contract as follows:
1.
2.
3. и т.д.

Exercise 10. Задание для самостоятельной работы. Выберите из предложенных вариантов правильный, запишите его следующим образом: 1А или 3С.

A. meet

B. meeting

C. met
2. Inspection and tests ... ... ... in the presence of Buyer's specialists.

A. was carried out

B. were carried out

C. has to be carried out.
3. The equipment with all necessary accessories ... last month.

A. were delivered

B. were to delivered

C. was delivered
4. The Seller paid great penalty because he ... to deliver the good in the time, stipulated in the contract.

A. fails

B. fail

C. failed
5. The dispute ... settled by the Foreign Trade Arbitration Commission.

A. was to

B. were

C. was.