Linguistic Pecularities Of Contracts in English - Иностранные языки - Скачать бесплатно
any business document.
e.g. The time of delivery of the Turbine Plant against the
above contract expires on the 1st July.
Please inform us by return of post of the progress of
manufacture of the Turbine [6, P.260].
Anyway, in some important business correspondence we may find
deviations from what is called official English of the business world.
For example, if a person wants to get a job or to sign a contract, to
make a sale or to ask somebody for special advice, he / she is likely
to want to make a definite impression on the interlocutor, like in the
example:
e.g. So I spent my green years first in East Germany that
influenced on me greatly (they say I look like a German, joke),
then we moved to live in Siberia where I played an ice hockey,
entered the Secondary School and fell in love with British rock
music. [4, P.35]
This person was applying for a journalist and tried to show his
writing skills.
It does not mean, however, that a person in charge will be much
concerned about one’s personality without knowing a way of using it.
If a person is starting business correspondence on an important
matter, the first thing to do is to consider it all carefully from the
other person’s probable viewpoint, and to go on making business in the
same way.
These are some of the most frequent problems in the theory of
business correspondence which can concern a person who is likely to
get involved in a business undertaking.
3. The structure of contracts and their essential clauses
Contract is a business document presenting an agreement for the
delivery of goods, services, etc., approved and signed by both the
Buyer (exporter) and the Seller (importer) [5, P.131]. By law
contracts are made in writing. When striking a deal, standard
contracts are widely used. Standard contracts are not a must. Some
articles can be altered and supplemented [10, P.12].
The following items are of the greatest importance in any contract:
- contract No.;
- place and date of signing;
- names of the Sides which signed the contract;
- subject of the contract;
- quality of goods;
- price (per unit and total price);
- destination;
- delivery time;
- requirements for packing and marking;
- payment terms;
- conditions of submission and acceptance of goods;
- transport conditions; warranty conditions and sanctions;
- arbitration conditions;
- force majeure;
- judicial addresses of the Sides;
- signatures of the seller and the buyer.
All appendices form an integral part of contract. Contract is drawn
up in accordance with the established form, often on special printed
forms filled in with basic information by one-time writing. Sometimes,
when a transaction is small in volume, a contract may be concluded by
telex [5, P.131].
Now the most significant clauses of contract should be regarded.
The subject-section names the product for sale or purchase. It also
indicates the unit of measure employed in foreign trade for specific
commodities.
The quality of machines and equipment is to be conformed with the
technical specification of the contract. The quality of raw materials
and foodstuffs is determined by standards, samples, and description.
The price stated in a contract may be firm, fixed or sliding. Firm
prices are not subject to change in the course of the fulfilment of
the contract. Fixed price governs in the market on the day of delivery
or for a given period. Sliding prices are quoted for machinery and
equipment which require a long period of delivery.
There are some kinds of payment. A cheque is a written order to a
Bank given and signed by someone who has money deposited there to pay
a certain amount mentioned in the cheque to a person named on it. In
the place of the cheque system Banks provide an international system
of bank transfers. A draft is another order to pay. It is made out by
an exporter and presented to the importer. It is also called a bill of
exchange. A sight draft is a bill which is paid immediately on
presentation. A bill is to be paid at a later date is called a term
draft. There are 30-day, 69-, 90- and 120-day drafts. The payment is
guaranteed with a letter of credit or a revolving letter of credit.
Transport and delivery terms. The so-called door-to-door
(multimodal) transport is wide-spread in shipping now. It involves a
transfer of the goods from one kind of transport to another. The main
carrier often prefers to assume through responsibility for the cargo
he caries. In a through movement of the gods a combined transport
document is issued instead of a traditional Bill of Lading.
Packing goods for export is a highly specialised job. If the goods
are improperly packed and marked, the carrier will refuse to accept
them, or will make qualifications about the unsatisfactory condition
of packing in the bill of lading. Packing can be external (crate, bag)
or internal (box, packet, flask, etc.), in which the goods are sold.
In case of consumer goods packing had a double function. On one hand,
it is for protection. On the other hand – it serves to advertise a
product and attract a customer.
Marking should be in indelible paint with recognised kind of marks.
The cases in which the equipment is packed are to be marked on three
sides: on the top of the case and two non-opposite sides. The marking
shall be clearly made with indelible paint in the languages of the
dealing sides.
Insurance of goods. The export trade is subject to many risks.
Ships may sink or collide; consignment may be lost or damaged. All
sensible business people now insure goods for the full value. The idea
of insurance is to obtain indemnity in case of damage or loss.
Insurance is against risk. While goods are in a warehouse, the
insurance covers the risk of fire, burglary, etc. as soon as the goods
are in transit they are insured against pilferage, damage by water,
breakage or leakage. The insured is better protected if his goods are
insured against all risks. The goods may be also covered against
general and particular loss or damage.
Force majeure is a force against which you cannot act or fight.
Every contract has a force majeure clause. It usually includes natural
disasters such as an earthquake, flood, fire, etc. It can also include
such contingencies as war, embargo, sanctions. Along with this there
are some other circumstances beyond the Sellers’ control. The Seller
may find himself in a situation when he can’t fulfil his obligation
under the contract. When negotiating a contract a list of
contingencies must be agreed on and put into the contract.
When a manager makes up a contract he must not think only of his
one-side interest. He must think in terms of common interest with his
counterpart. Only then will he prove loyal to his partner. In case of
a contingency the Seller must notify the Buyers of a force majeure
right away. If it is done in due time the Buyer may take immediate
action to protect his interest.
A force majeure must be a proven fact. The Seller is to submit to
the Buyer a written confirmation issued by the Chamber of Commerce to
this effect. The duration of a force majeure is, as a rule, 4 or 6
months. After that the Buyer has a right to cancel the contract. The
Seller in this case has no right to claim any compensation for his
losses.
Claims and sanctions. A contract defines rights and obligations of
the parties involved. Most often the Buyer makes quality and quantity
claims on the Seller. The cause for complaint may be poor quality,
breakage, damage, short weight, leakage, etc. The Buyer must write a
statement of claim and mail it to the Seller together with the
supporting documents: Bill of Lading, Airway and Railway Bill, Survey
Report, Quality Certificate are documentary evidence. Drawings,
photos, samples are enclosed as proofs of claims. The date of a
complaint is the date on which it is mailed.
Claims can be lodged during a certain period of time, which is
usually fixed in a contract. During the claim period the Seller is to
enquire into the case and communicate his reply. He either meets the
claim or declines it. If a claim has a legitimate ground behind it the
parties try to settle it amicably. The Seller in turn is entitled to
make a claim on his counterpart if the Buyer fails to meet his
contractual obligations. The Seller may inflict penalties on the Buyer
if there is a default in payment. Financially, legitimate claims are
in large part settled by debit or credit notes [10, P. 12 – 28].
4. Types of contracts. Abbreviations
In order to speed up the preparation of contract documents and to
minimise possibility of errors in them, a unified standardised form of
contract documents, the Master Pattern for Contract Documents, has
been developed. It establishes principles and regulations for the
construction of standardised forms of documents used in foreign trade,
like Supplement to contract, Order and Order confirmation.
Supplement to contract is a business document which is an integral
part of the contract, containing amendments or additions to the
previously agreed contract conditions. The supplement should also be
agreed on and signed by both the exporter and the importer.
Order is a business document presenting the importer’s offer for
dealing which contains specific conditions of a future transaction.
Order Confirmation is a business document presenting the exporter’s
message containing unclaused acceptance of the order conditions. The
Master pattern has also been accepted as a basis for standardised
forms of enquiries and offers, used at pre-contract stages of dealing
[5, P.131 – 132].
Different firms and organisations trading regularly, work out
standardised forms of contracts for typical deals. Such standardised
contracts are printed and include typical rights and duties of the
contracting sides in selling and buying some goods and services. There
are special columns for the names of the Buyer and Seller, names of
goods, their quantity, prices and delivery terms. In case of declining
or adding some terms, people use supplementary columns in a contract
form.
Standardised forms of export and import deals differ greatly and it
makes them two general types of contracts [13, P.146]. Thus, there are
export and import contracts. They reflect different positions of
buyers and sellers in trading. Contracts in import trade are called
orders, and their submission warrancy, and delivery terms, as well as
sanctions are much harder towards the sellers than those ones in
export trade. Standardised forms of import contracts are sent to
potential buyers before getting commercial proposals and, actually,
before striking a deal. The languages of contracts are agreed upon on
the both sides. It goes without saying that information and style are
kept the same not depending on the language of contract.
As textual varieties, contracts are divided into administrative-
managerial, financial-economical, advertising, scientific-technical,
and artistic-publicational contracts(. Functional spheres of their
circulation can be easily guessed from names of contract types in this
classification, and are the subject of economic, rather than
linguistic, study.
Contracts may be differentiated by the subject of a deal. There are
export contracts for the sale of oil products, machinery tools, grain,
timber, the supply of goods, etc. Orders in import trade deal with
ordering and purchasing goods. They are often supported with requests,
remindings, verifications of different terms, guarantee and waving
inspection letters, and many others.
Goods in international trade are transported with the help of
multimodal (door-to-door) shipment. In contracts delivery and
acceptance terms are marked with the International Commercial Terms
(Incoterms) [10, P.16]. So, contracts can be classified in accordance
with the way of delivery. Most of Incoterms are represented as
abbreviations.
The usage of abbreviations, conventional symbols and contractions
is typical of all kinds of documents. Abbreviations are abundant, and
there are special dictionaries to decode them. They serve as signs of
the code supposed to be known only to the “initiated” [3, P.316].
On the whole, there are 14 official Incoterms of deliverance. They
denote:
1. The point of deliverance. EX Works means that the seller’s only
responsibility is to make the goods available at his premises.
EX Ship means that the seller shall make the goods available to
the buyer on board the ship at the destination named in the
sales contract. EX Quay means that the seller makes the goods
available to the buyer on the quay at the destination named in
the sales contract.
2. The way of deliverance. FOB means Free on Board. The goods are
placed on board a ship by the seller at a port of shipment named
in the sales contract. FAS means Free Alongside Ship. That means
that goods should be placed alongside the ship to fulfil the
seller’s obligations. FOR / FOT mean Free on Rail / Free on
Truck. Truck here relates to the railway wagons, and that makes
these abbreviations synonymous. FOB Airport is based on the same
main principle as the ordinary FOB term. The seller fulfils his
obligations by delivering the goods to the air carrier at the
airport of departure.
3. Payment terms. C & F means Cost and Fright. The seller must pay
the costs and fright necessary to bring the goods to the named
destination, but the risk of loss or damage to the goods is
transferred from the seller to the buyer when the goods pass the
ship’s rail in the port of shipment. CIF means Cost, Insurance
and Fright. This term is basically the same as C & F but with
the addition that the seller has to procure marine insurance
against the risk of loss or damage to the goods during the
carriage.
Thus, in Chapter 1 we have made an attempt to clarify some items of
the topic. They are the following:
The nature of the English of documents writing is determined by its
stylistic realisation in written English. The style of official
documents possesses its own features which are reflected in
standardised forms of different documents. They are peculiarities of
the vocabulary, grammar and syntactic constructions, which are the
subject of consideration in the practical part of this paper.
The main problem of writing contracts is embodied in the notion of
stylistic use. Formal style of business English is rather hard to
obtain and to follow. It remains mostly in written form, and its
peculiarities should be strictly observed. Some theoretical problems
of its functioning have already been considered. Nevertheless,
informal English influences it greatly, and even in routine papers we
may find deviations from the accepted form.
It can be explained by the fact that business is made by people,
and not robots. A person’s individuality, as well as emotions and
feelings, more and more often peer into a cool and logical world of
business, creating new problems and possibilities of business English
functioning in texts of contracts and other documents.
We have also defined contract as a typical realisation of formal
business English which possesses the same stylistic features and
follows the same goals as other kinds of business correspondence.
Contents of contract also have specific clauses, and they ensure
division of contracts into certain types in accordance with a side
initiating a deal, a sphere of making a deal, types of goods and their
delivery terms. Very often a way of deliverance is encoded with the
help of special abbreviations. Contracts also possess remarkable
linguistic features revealed in their texts, and they are the subject
of Chapter 2.
Chapter 2. Linguistic peculiarities of contracts
2.1. Contract as a type of text and its stylistic characteristics
From the linguistic point of view, a contract is a type of a
document, because any agreement is a completed document fixing some
information. As a type of text, contract has its own specific
characteristics. Stylistic peculiarities of all document texts are:
1. concreteness, conciseness, clearness of the stated idea;
2. high capacity of information;
3. strict logic;
4. clear rhythm of sentences;
5. accenting on the main idea with the help of word repetitions;
6. absence of connotational information;
7. a special system of clichйs and stamps;
8. usage of abbreviations, conventional symbols and marks;
9. usage of terms in their direct semantic meaning; preferential
usage of monosemantic words;
10. division of a text into chapters, paragraphs, points, often
numbered (clear compositional structure of a document);
11. usage of definite syntactic models;
12. graphic decoration of a document: quality of paper, quantity and
quality of illustrations, size and kind of print.
The main features of the style of contract are:
1. steady system of linguistic means in the text of contract;
2. lack of emotional colouring;
3. decoding character of language;
4. usage of a special symbolic system;
5. definite syntactic structure (the 12 above-enumerated items).
The style of contract defines some peculiarities and techniques of
its writing. Making contracts is different in some points from writing
business letters, such as an offer, an inquiry, a complaint, etc. Some
considerations important for business letters are not important for
contracts, and v.v. The main difference is that any contract is made
up by two contracting parties and contains information about many
subjects. So all points are to be approved by both parties. There are
certain clearly definable requirements for how to write contracts.
Generally, contracts should be formal, complete, clear, concrete,
correct and concise.( In contracts all possible informational details
are not suitable. So, while writing contracts we must observe all
peculiarities of standard English grammar, vocabulary use and
stylistic appropriation. A formal contract or agreement requires
considerations of neatness and attractive arrangement. Completeness of
any contract suggests the scope of all significant facts that have
reference to the issue of the agreement. Actually, you are expected to
explain what, how, and when you are going to deal with your partner.
The next element, - clearness, - is one of the most important,
because much depends on it. Clearness could be reached by the use of
simple short words, phrases and paragraphs where the both parties of a
contract explain their intentions and issues. Clearness of any
arguments actually defines your striking a deal or not.
The component which is closely connected with the previous one is
concreteness. Concreteness of a contract or an agreement is a part and
a parcel of any legal document. Besides that, the longer the document
is, the more attractive and vivid its contents should be.
The next two components are also significant. They are correctness
and conciseness. Correctness involves proper grammar use (tense-aspect
forms of the verb, verbals, articles, etc.), vocabulary use,
punctuation and formal style. Grammar should be checked with a special
care, otherwise it may produce a poor impression of the document and
non-seriousness of your interests. Conciseness is usually achieved by
the use of minimum words to express maximum of information.
As it has been noted above, any contract should be simple and clear,
concise and brief. Commercial correspondence often suffers from an old-
fashioned, pompous style of English which complicates the message and
gives the reader the feeling that he is reading a language he does not
understand. Though the language of contract is perhaps the most formal
among all kinds of business correspondence, and the vocabulary of such
correspondence is very specific, which is connected with its character
and a great number of legal terms, it should not be archaic. It should
be clear enough in its meaning.
The style, however, should not be too simple as it may become
discourteous and sound rude. Linguists (G. Leech, J. Svartvik, Ch.
Fries, O. Jespersen, M. Joos, I.V. Arnold, B.A. Ilyish, E.M. Gordon,
etc.) recommend the following stylistic devices that might make
agreements and contracts more polite: complex sentences joined with
conjunctions are preferable, rather than short sentences; passive
constructions rather than active; full forms rather than abbreviated
forms, where necessary.
The right tone should be neutral, devoid of a pompous language on
one hand, and an informal or colloquial language on the other hand.
Therefore, inappropriate vocabulary, idioms, phrasal verbs are not
allowed at all.
The both contracting parties should not experience any difficulties
in obtaining information, they should be able to understand what is
written. Misunderstandings are caused by a lack of thought and care.
It may happen if we use a lot of abbreviations, figures and
prepositions.
Abbreviations are very useful, because they are very quick to write
and easy to read. But the both parties are expected to know what the
abbreviations stand for. If one of the partners is not absolutely
certain that the abbreviations are easily recognised he / she should
not use it.
The symbol &, which means in English and, is used in some terms like
C&F (Cost and Fright), C&I (Cost and Insurance). But is marked as # in
contract texts. The symbol № is used instead of the word number. In
American English the symbol # means number as well, but it is used in
different tables and graphics, and not in the text. It is never used,
however, to denote numbers of houses.
Very often in contracts Latin abbreviations are used, for example
e.g. (for example), et al. (and others), etc. (and so on), v.v. (quite
the opposite), i.e. (that means). Also they use English abbreviations
ltd. (limited), Bros. (brothers), encl. (enclosed), dols. (dollars),
etc. [4, P.45 – 46].
The use of figures instead of words for sums can create many
problems for people. To avoid any possibility of confusion, it is
necessary to write sums in both figures and words, e.g. $ 9.897.44
(nine thousand, eight hundred and ninety-seven dollars, forty-four
cents). It is also a norm to put only dollars (pounds, etc.) in words
and cents (pence, etc.) in figures only, e.g. $ 100.50 (one hundred
dollars and 50 cents). From the above-written it is clear that the
symbols Ј (pounds) and $ (dollars), in documents in particular, are
put before the sum and their usage is not of any mistake.
Spelling rules, punctuation and grammar use should all be checked
over thoroughly. Still, there are some other ways in which inaccuracy
may spoil the contract paper. A special attention should be paid to
titles, names, addresses, references, prices, specifications,
enclosures, etc., which are also of a great importance in texts of
contracts.
2.2. Grammatical peculiarities of contracts
On the whole, grammar of any contract may be characterised as rather
simple and formal. Simple here means lack of diversity of variants
which occurs in every document which is not legal. As for the grammar
tenses which are used in agreements, the most widespread are the
Indefinite and the Perfect tenses, both in the Active and Passive
Voices. In many points their usage is already part and parcel.
e.g. Sellers have sold and Buyers have bought… (Present Perfect)
The Agents shall bear all transport expenses from… (Future
Indefinite)
Our firm informed the Suppliers that the general conditions were
not contained in the order. (Past Indefinite Active / Passive)
Complex analytical forms of the verb, such as the Continuous and
Perfect Continuous Tenses, are absolutely not used in no way. The
specific character of any contract provides rare usage of the past
tenses.
One of specific features of contract is usage of the verb shall [5;
6; 14; 15]. Though it is not used in Modern English, in business
correspondence and documents it keeps being used.
e.g. The result shall be considered. = The result is to be
considered / will be considered.
Buyers can pay for the goods from the first person or from the third
one, both in the plural and singular number.
e.g. Each party shall have the right to refuse any further
fulfilment of the obligations. (3d person, sing)
The Buyers shall obtain the import licence. (3d person, pl.)
We shall have the right to assign to you… (1st person, pl.)
The combination of the verb should and the infinitive also shows a
future action, but with a less degree of probability. This
construction usually occurs in subordinate clauses.
e.g. …if a delay in the delivery should exceed 3 months.
In many cases shall and should are equal in meaning.
e.g. …if the actual cost to us shall / should increase.
The peculiarity of contract is also omitting if in subordinate
clauses with should, and in this case should becomes the first element
in the sentence.
e.g. We hope that you will send as enquires should you need.
Should
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