RULES OF CONTRACT MANAGEMENT OF COMPANY

           企业合同管理制度

 

本文系中译英，翻译：张云军

Translated from Chinese to English

 by Mr. CHANG YUNE-JUNE

 

 

为了加强合同管理，防范公司的法律风险和经济风险，特制定本制度：

For the purpose of strengthening contract management and guarding against the risks of legal and economy, this rules is hereby stipulated as follows.

 

一、合同的订立、履行 Signature and fulfillment 

1、企业进行销售、工程施工、采购等业务，资金使用超过一万元的，与外界达成经济往来意向，经双方协商一致，应订立经济合同。

Contract should, through mutual negotiation, be concluded and entered into for the businesses of sale, construction and purchase, etc. , for which the sum used over ten thousand Yuan RMB and have agreed the intention of economic cooperation.

 

2、签约人在签订经济合同之前，必须认真了解对方当事人的情况，包括：对方单位是否具有法人资格、有否经营权、有否履约能力及其资信情况，对方签约人是否法定代表人或法人委托人及其代理权限。做到既要考虑本方的经济效益，又要考虑对方的条件和实际能力，防止上当受骗，防止签订无效经济合同，确保所签合同有效、有利。

The signatory should, prior to the signature of contract, become acquainted with the particulars of opposite party including weather opposite company have corporate capacity, management power, performance capacity and its credit information, as well as weather opposite signatory is the representative which is authorized by its legal representative or artificial person and the agent authority. Full considerations should be given to our economic interests as well as opposite condition and actual capacity of performance, prevent to be deceived and making an ineffective contract, ensure the contract concluded with full effect and interests.

 

3、一般合同由各部门经办人自行拟稿或公司指定部门拟稿。合同内容包括标的，数量和质量，价款或酬金，履行的期限、地点和方式，违约责任等主要条款。销售合同的标的按公司的不同阶段政策执行。经办人应尽可能使用国家有关部门统一制定的格式文本。

Common contract is drafted by the undertaker of departments or the office designed by company. Contents of contract is inclusive of subject, quantity and quality, price or remuneration, and time limited, place and manner of performance in addition to breach liability, as well as other main provisions. The execution of subject in the sale contract is subject to company’s regulations in particular stages. The undertaker should as far as possible adopt the format contract which is made by the concerned authority of State.

 

4、一般合同指总价在10万元以下的合同，重要的合同指总价在10万元以上的合同或关系公司重大利益的合同。

Common contract shall refer to the same with total price under one hundred thousand Yuan RMB and significant contract shall refer to the same with total price above one hundred thousand Yuan RMB or major interests to company.

 

5.  签订采购合同应以现货为主，按市场经销商价格定价。

Spot goods will be main subject of purchase contract, of which the price depend on market price.

 

6.  依照合同支付款项都应采用转帐方式，如需预付货款或定金，应按付款规定流程办理。

The payment of sum under contract should be effected by bank’s transmit, any advance sum for purchase or honest money, if necessary, should be subject to the procedure of payment rule.

 

7.  合同拟稿完毕后，经办人应填写《合同流转单》，列明合同的主要内容、签订原因等，交部门经理签署意见，部门经理对合同稿进行审核，同意后，经办人将《合同流转单》连同合同稿一并交财务部审核。

The undertaker should, upon completion of contract draft, fill in the OPINION ON CONTRACT on which specify contract main contents, considerations and so on before submit to department manager for signing opinion. The undertaker will, following the review and approval of department manager, submit the OPINION ON CONTRACT companied with contract draft to financial Dep. for approval.

 

 

8.  财务部根据财务制度和资金情况对合同稿审核并签署意见，同意则交总经理批准；否决则由经办人根据情况退回，或者要求继续流转同时财务部意见予以保留。

Financial Dep. will, pursuant to financial regulations and capital status, examine contract draft and make signature of its opinion thereon, if consent, will submit to general manager for approval, if otherwise, as the case may be, will return the draft back, or continue to transfer in the procedure at same time make reservation the opinion of financial Dep.

 

9.  上述流程中财务部予以否决，而根据经办人要求继续流转的合同稿，必须最后经总经理审核。

The contract draft which is in procedure, have been vetoed by financial Dpt., continue transferring in the procedure by the requirement of undertaker, should be subject to the final review and approval of general manager.

 

10.  总经理对重要合同稿和有争议合同稿予以审核并具有终审权，同意则用印，否决则退回。

General manager who has final decision right will make review and exam on the contract draft which are significant and in dispute, if consent , will seal thereon, otherwise will return back.

 

11.  合同订立后，在履行过程中，经办人员应及时掌握合同执行情况，对涉及合同履行中的变更、解除、续签、违约等重要事项，应填写《合同执行事项通知表》，及时向领导汇报，并依上述流程履行审核手续，同时将处理结果通知财务部。

Undertaker should, upon conclusion of contract, during the fulfillment, become aware of the execution of contract, the material issues such as alteration, cancellation, renewal, default and so on, which are related to the fulfillment of contract should be filled in Notice of Contract Execution and give report to concerned leader, process the procedure of approval by the regulation abovementioned in addition to make the notification of process effect to financial Dpt.

 

12.  经办人作为合同履行、监控的第一责任人，负责监控对方履约情况，如合同中约定的付款进程、验收等。合同履行出现异常情况的，经办人应及时书面告知财务部。合同履行异常情况下发出的警告、交涉、通知、答复等文件应经财务部审核。情节严重，需中止合同的，经办人及时发送《合同执行事项通知》给对方，并且通知财务部按公司处理意见进行处理。

The undertaker, as the first person liable, should be responsible to supervise opposite party’s  fulfillment of contract including payment and acceptance et al, where any abnormal matter found, should give report in written to financial Dpt.. The documents of warning, negotiation, notice and reply for any abnormal performance should be subject to financial Dpt.’s review and exam. In respect to the graveness breach of contract, if, which is necessary to terminate performance, the undertaker should give Notice of Contract Execution to opposite and make available to financial Dpt for conduct by company’s decision.

 

13.   合同到期终止由财务部填写《合同终止通知》报总经理批准后，由财务部交原经办部门送达对方。《合同终止通知》复印件由财务部及经办部门分别存档。

Notice of Termination which is filled in by Financial Dpt., upon the expiration of contract, after approval of General manager, will be given original undertaking office for serving opposite party to contract. The copies of the Notice is filed by Financial Dpt. And the undertaking office respectively.

 

14.   所有合同签订后，应按顺序编号，合同编号一经确定，不得更改，如需修改必须按上述流程办理。

The order numbers of all contracts should be made after signature thereof and can not be altered upon confirmation of contract number, if necessary to alteration, should be subject to the procedure above.

 

15.  有关合同订立、变更、终止、解除等事宜申请使用印章，以《合同流转单上》的签字批复为准。

The application of using company’s seal for the matters as conclusion, alteration, termination and rescission of contract should be subject to the approval signed in Contract Comments Sheet.

 

16.  《合同流转单》是合同审核过程中的重要依据，各部门，相关人员的审核意见均需在合同流转单上签署，因而必须与合同原件一起交财务部存档；

Contract Comments Sheet, as an significant basis of review / exam of contract and with the opinions signed by concerned departments and relative staff thereon, should be filed with original contract in Financial Dpt..

 

17.  《合同终止通知》、《合同执行事项通知》作为合同管理的重要依据，原件均交财务部存档。

Notice of Termination and Notice of Execution, being significant basis of contract management, should be made the original thereof available to Financial Dpt. for filing.

 

二、财务部合同进程管理 Procedure of Contract Management

1．财务程序取得合同后，应及时建立、登记、更新合同进度数据库。

The establishment, registration and renew of data base of contract progress should be available in time on subsequent to acquirement of contract by financial procedure.

 

2．合同数据库结构应为合同编号、合同订立单位、合同内容、调整合同价格、本期付款金额、累计付款金额。

The structure of contract’s data base is constituted with contract number, parties thereto, contents, adjustable price, amount payable of that term and accumulated amount payable.

 

3．财务主管应根据合同进度认真审核相关资料及按照付款流程核定的付款申请书，审核无误后录入合同进度数据库，在付款申请单上签字后转财务经理审核后付款。

Financial supervisor should, pursuant to the execution progress of contract, make conscientious review concerned documents and Payment Application which have been verified under payment procedure, if no error found by exam / review, recorded into the data basis of contract progress in addition to the signature on Payment Application before transferring to Financial Dpt. for review and effecting payment.

 

4．  财务主管每月后10日内应将合同付款情况统计表，上报财务部经理和总经理。

Financial supervisor should, within last ten days each month, submit Statistical Table of Payment by Contract to financial manager and general manager.

 

三、合同资料的档案管理File Management of Contract Documents

1．  合同作为公司对外经济活动的重要法律依据和公司内部明确职责的凭证，有关人员应保守合同秘密，并及时按机密程度专门归档。

Contracts, which are significant basis of company’s external economic activities and evidence of definition of liabilities within company, should be kept under secret and confidentiality by relative personal and filed in specialties by its confidentiality degree.

 

2.  合同双方签章生效后，经办人员于3日内将合同原件及各相关人员签署意见的《合同流转单》一并交财务部负责归档。只有一份正本的，正本存财务部，复印件存办公室。

The undertaker should, within three days upon effect of contract with the signature and seal of parties thereto, submit original copy of contract being companied by Contract Comments Sheet with the opinions of respective relative personal thereon to Financial Dpt. for file, if only one original copy, which will be deposited to Financial Dpt., and the hard copy thereof deposited to Administrative Office.

 

3.  在合同签订前和履行过程中双方的来往信函、传真、票据、履约凭证（如交货单）、文书、图表等合同附属文件，由合同执行部门负责存档备查。

Any and all documents and statements, prior to the signature of contract and during performance, which are attached to contract including correspondence, fax, notes, vouchers of performance such as Delivery Bill, documents, drawing / chart and so on should be filed for reference by the execution department.

 

4.  每一合同履行完毕或长期合同的每一阶段完成，各有关人员应及时将上述有关资料整理清楚，交档案管理人员存档。以上资料不得随意借阅、复印、处置、销毁、遗失。

The concerned personal should, upon completion of performance of a contract or a stage of long term contract, put the relative documents above in order timely and make available the same to the archives staff for filing, which are not be at will borrowed read, copied, handled, destroyed and lost.

 

5.各部门应严格对照合同条款监督履约情况，做好记录归档管理。

The performance of contract should be supervised in strict under the provisions of contract by the respective concerned departments and be made record thereof for filing administration.

 

6.  自合同项下业务执行完毕之日起，国内合同档案至少保存八年，国外（含港、澳、台）合同档案至少保存十年。

The contract archives within China should, from the date of completion of business performance pursuant to contract, be deposited for at least eight years, the same with foreign which is inclusive of Hong Kong, Macao and Taiwan will be deposited for at least ten years.

 

本制度自下发之日起生效，由公司财务部负责解释和修订；

This regulation is come into force and effect from the date of promulgation hereof and be given the explanation and amendment hereof by Financial Dpt. of company.