法律翻译:合同条款--完整协议
(2011-09-12 22:24:56)
标签:
杂谈 |
Entire Agreement,
Amendment and Language
翻译实践
1. All the appendices to this Agreement shall be an integral part
of this Agreement. This Agreement and all its appendices shall
constitute the entire agreement between the Parties with respect to
the subject matter set forth herein and supersede any and all
previous oral and written discussions, negotiations, notices,
memoranda, documents, agreements, contracts and communications
between the Parties relating to such subject
matter.
2. The terms and
conditions herein contained, including the Appendices hereto,
constitute the entire agreement between the parties hereto. This
Contract shall supersede all previous communications, either oral
or written, between the parties. Amendments modifying or extending
the Contract shall be binding upon both parties only if in writing
and signed by a duly authorized officer or representative of each
party.
3. This Agreement,
entered into as of the date written above, constitutes the entire
agreement between the Parties relating to the subject matter hereof
and shall be in addition to and not in derogation of the provisions
of the Supply Agreement. No terms or provisions of this Agreement
shall be varied or modified by any prior or subsequent statement,
conduct or act of either of the Parties, except that the Parties
may amend this Agreement by written instruments referring to and
executed in the same manner as this
Agreement.
4. This Agreement,
including any Statement of Work entered into pursuant hereto,
constitutes the entire agreement of the parties hereto with respect
to its subject matter and supersedes all prior and contemporaneous
representations, proposals, discussions, and communications,
whether oral or in writing. In the event of a conflict between the
provisions of this Agreement and the specific provisions set forth
in a Statement of Work, the provisions of the Agreement shall
control, except to the extent the provisions in a Statement of Work
expressly provide otherwise.
5. This Agreement
constitutes the entire agreement between the parties with respect
to its subject matter (no party having relied on any representation
or warranty made by any other party which is not contained in this
Agreement) and no variation of this Agreement shall be effective
unless made in writing and signed by all of the
parties.
6. Amendments to this
Contract may be made only by a written instrument signed by a duly
authorized representative of each of the Parties and, unless prior
approval from the Ex-amination and Approval Authority/the
appropriate government department is statutorily required» such
amendments shall become effective upon the signing by the duly
authorized representatives of both
Parties.
7. This Agreement shall
be signed in four (4) counterparts and all such counterparts taken
together shall be deemed to constitute one and the same instrument.
The Parties shall sign a Chinese language version of this Agreement
as soon as reasonably possible. Should there be any discrepancy
between the two language versions, the English version of this
Agreement shall prevail.
8. This Agreement may
be executed by the parties hereto in any number of counterparts and
on separate counterparts, each of which when so executed shall be
deemed an original but all of which shall constitute one and the
same instrument and shall be binding on all parties. A party may
execute this Agreement and the documents referred to herein on a
facsimile copy counterpart and deliver its signature and seal by
facsimile.
参考译文
完整协议、修改、语言
1.
本协议的所有附件是本协议不可分割的一部分。本协议及其附件构成双方就本协议规定的标的达成的完整协议,并取代双方先前与该标的有关的一切口头和书面的洽谈、谈判、通知、备忘录、文件、协议、合同和通讯。
2.
本合同所包含的条款和条件,包括合同附件,构成合同双方的完整协议。本合同取代双方以前所有的口头或书面通讯。对合同所作的修改或扩充,只有采取书面形式并经双方正式授权的主管人员或代表签署后,方能对双方有约束力。
3.
文首载明的日期签订的本协议,构成双方关于本协议标的完整协议,是对供应协议规定的补充而不是减损。任何一方均不得以先前或以后的声明、举动或行为修改或变更本协议的任何条款或规定,但双方可以以本协议提及的和以本协议相同方法签署的书面文件修改本协议。
4.
本协议,包括根据本协议订立的工作一览表,构成本协议双方关于本协议标的的完整协议,并取代双方先前的或现在的所有陈述、建议、讨论和通讯,无论是口头的还是书面的。若本协议的规定与工作一览表的具体规定发生冲突,以本协议的规定为准,但工作一览表另有明示规定的除外。
5.
本协议构成双方关于协议标的的完整协议(各方均依赖于另一方在本协议中的陈述或保证),对本协议的任何修改,只有通过书面形式并经双方签字后方能生效。
6.
对本合同的修改,只能通过各方的正式授权代表签署书面协议进行。除法律要求须经审批机构/政府有关部门事先批准外,该等修改经双方授权代表签字后立即生效。
7.
本协议签署本一式四(4)份,四份文本视为共同构成同一份协议。双方应尽快签署本协议的中文文本。协议的英文文本和中文文本如有不一致之处,以英文文本为准。
8.
本协议各方可签署任何数量的协议文本,并在各份文本上签字。每份文本一经各方签署均视为原件,所有文本构成同一份文据,对各方均有约束力。一方可签署本协议和本协议提及的文件的传真件,并通过传真交付其签名和印章。