常用商事法律英语词汇手册 - Common Vocabulary in Commercial L

Common Vocabulary in Commercial Legal English

A

abound verb

■exist in large numbers or amounts

The benefits of plain English in legal writing abound.

accord noun.

■an accepted offer by which the parties agree that a specified future performance will discharge in full an obligation when performed even though the performance is of less value than the original obligation.

Party A hereby agrees that these claims are resolved in full accord and satisfaction without protest. verb

■grant or give, especially as being due or appropriate

The Buyer shall accord the Guarantee Engineer the treatment comparable to the Vessel? Chief Engineer.

语源

cord = heart (ac- = ad- = to)

联想

accordance, according, discord, record

搭配

in accord and satisfaction

Party A hereby agrees that these claims are resolved in full accord and satisfaction without protest.

account noun.

■an arrangement by which a body holds funds on behalf of a client or supplies goods or services to them on credit.

Unless the obligee has indicated a particular account, payment may be made by a transfer to any of the financial institutions in which the obligee has made it known that it has an account.

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语源

count = count (ac- = ad- = to)

联想

accountable, discount, recount, counter

搭配

for the account of

All tooling costs associated with manufacturing products shall be for the account of party A.

open account ( shorten as “OA”)

Party A shall, within 90 days after the date of the bills of lading, on an open account basis, subject to the payment condition set forth in Subsection 4.2, pay the invoice value of the products to Party B?s designated bank account by means of telegraph transfer.

Payment term is 90 days open account after Bill of lading.

take something into account/ take account of: consider a specified thing along with other factors before reaching a decision or taking action

To take into account the different social, economic and legal systems.

Incoterms 2000 take account of the recent spread of customs - free zones, the increased use of electronic communications in business transactions.

accrue verb

■come by way of increase or addition

Any rights which may accrue from such trade name/trademark usage shall inure to the sole benefit of buyer.

The termination of this agreement shall not release either party from the accrued obligations under this agreement.

The interest on damages for non-performance of non-monetary obligations accrues as from the time of non-performance.

语源

cru = cre = grow, make (ac-=ad- = to)

联想

2

increase, decrease, accretion, create, creature

acknowledge verb

■indicate recognition and acceptance of

Supplier acknowledges that all right, title and interest in and to the trademark are vested, and shall remain vested, in buyer.

Where the obligor before the expiration of the general limitation period acknowledges the right of the oblige, a new general limitation period begins on the day after the day of the acknowledgement.

■make known to a sender or giver the receipt of or the fact of

The transfer of the obligation becomes effective when a notice of the transfer is given to the oblige or when the oblige acknowledges it.

We acknowledge receipt of the Notice of Assignment dated [insert date] and confirm that We will make all payments to [insert alternative counterparty] in accordance with the instructions set out in that notice.

The Buyer shall promptly acknowledge receipt of such notice.

派生

acknowledgeable

action noun

■a judicial proceeding for the enforcement or protection of a right, the redress or prevention of a wrong

damages arising out of any suit, claim, or action

■the right to bring or maintain such a legal or judicial proceeding

派生 actionable

■giving sufficient reason to take legal action

Unfortunately, having reviewed the case with our client, we are unable to agree with your contention that no actionable breach of paragraph 7( b ) has occurred.

If the representation was simply as to the issuer?s intentions, then under English law it ought to be actionable only if it was untrue statement of the controller?s intentions at the time the statement was made.

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语源 act = act

联想

activate, actual, enact, interact

address verb

■say or write remarks or a protest to

One well-known Malaysian lawyer addressed a complaint to lord Mustill from the floor. He said in Malaysia, it was difficult to put things down in writing.

■speak to (a person or an assembly), typically in a formal way

A proposal for concluding a contract addressed to one or more specific persons constitutes an offer.

■write the name and address of the intended recipient on

Any notice shall be in writing addressed to the other party at its registered office or principal place of business.

■start trying to solve problems or think about and begin to deal with an issue or problem.

This briefing note addresses just letters of comfort addressed by private sector parent companies or group members to providers of credit or of credit based services to a subsidiary.

语源

dress = direct (act of approaching or speaking to someone), (ad- = to)

adopt verb

■formally approve or accept

As to the governing law, if the parties think of it during negotiation or a popular standard form of contract is being used (such as, BIMCO contracts), English law will invariably be adopted.

adverse adj.

■preventing success or development; harmful; unfavorable

There is no Material Adverse Change in your financial condition, operating

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environment, management or any other conditions which in the opinion of the Bank will materially affect your ability to perform your obligations hereunder.

aggrieve verb

■adversely affect the interest of

Party A is not the party aggrieved by the exception. 派生 aggrieved

The penalty shall be paid to the aggrieved party unless mandatory provisions o the law of the forum provide otherwise.

allege verb

■claim or assert that someone has done something illegal or wrong, typically without proof that this is the case

The plaintiff alleged that the washing machine had serious design defects.

用法 see “assert” 派生 allegation 语源

leg = law, (al=ad- = to)

联想

legal, legislate, privilege, legislator

allocate verb

■distribute (resources or duties) for a particular purpose

A statement of work will be prepared to allocate responsibilities among the parties.

Parties use conditions in several ways to allocate risk. 语源

loc = place (al=ad- = to)

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联想

locate, collocate, relocate, translocation

allowance noun

■a reduction in price, typically for the exchange of used goods

Licensee?s Gross Sales less only defective allowances granted to the customer

搭配

make allowance for

If there is no current price at that place, the price at such other place as serves as a reasonable substitute, making due allowance for differences in the cost of transporting the goods alter verb

■change or cause to change in character or composition, typically in a comparatively small but significant way

The Main Object Clause of the Memorandum of Association be and is hereby altered in the following manner.

ambiguity noun

■uncertainty or inexactness of meaning in language

This Agreement shall be deemed to have been drafted and prepared jointly by the Parties so that any ambiguity in this Agreement shall not be construed against either Party on that basis alone

语源

ambi = both, igu = drive

amount verb

■be the equivalent of 搭配 amount to

Silence or inactivity does not in itself amount to acceptance.

A party may terminate the contract where the failure of the other party to perform an obligation under the contract amounts to a fundamental non-performance.

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语源

mount = mountain, ascend (al=ad- = to)

联想

surmount, paramount, dismount

annex verb

■append or add as an extra or subordinate part, esp. to a document In the form annexed hereto as Attachment B.

派生 annexation

语源

nex = nect= bind, (an-=ad- = to)

联想

connect, disconnect, interconnect

antecedent adj.

■preceding in time or order; previous or preexisting

the Deposit shall not be refunded to the Buyer and all relevant documents shall be returned to the Seller, and upon such forfeiture and return none of the Parties shall have any claims or cause of action of whatsoever nature against the others, save and except for any antecedent breach.

anticipate verb

■expect or predict

The Parties believe such payment is not disproportionate to the anticipated likely loss and harm to be suffered by Licensor as a consequence of such breach.

apply verb

■[no obj.]be applicable or relevant

This Convention applies to contracts of sale of goods between parties whose places of business are in different States.

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派生 applicable 语源

ply = fold, (ap-=ad- = to)

联想

imply, implicate, reply, complicated

appraisal noun

■an act of assessing something or someone

As I understand it, you were not afforded any appraisal right in the merger transaction.

派生 appraise 语源

prais = preci = price, (ap-=ad- = to)

联想

praise, precious, depreciate

appreciate verb

■be grateful for (something)

I would appreciate it very much if you would inform Mr. Jack that I would be happy to assist him in purchasing a home.

■understand (a situation) fully; recognize the full implications of

As a matter of fact, I was not aware of one single successful case for Chinese shipbuilders. I appreciate the facts of each and every case differ and they are hard to generalize.

One can readily appreciate that a factual witness will speak or react in a certain way, but the arbitrators of a different background or culture may hear or receive the evidence in a vastly different way.

语源

preci = price, (ap-=ad- = to)

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argue verb

■give reasons or cite evidence in support of an idea, action, or theory, typically with the aim of persuading others to share one's view

However, it might be argued that, due to the fact that the transaction at issue achieved the same result as a merger, the court should look at the substance of the transaction rather than its form.

派生 arguably

■it may be argued (used to qualify the statement of an opinion or belief)

The effect of it, I suggest, can arguably be seen in the large number of recent London arbitration cases in which the Chinese shipbuilders failed completely against buyers 搭配

have an argument

In summary, you have an argument, but in my opinion your chances are slim.

arrears noun

■money that is owed and should have been paid earlier

搭配 in arrears

■behind in paying money that is owed

If a party fails to pay the price or any other sum that is in arrears, the other party is entitled to interest on it, without prejudice to any claim for damages recoverable under article 2.

assert verb

■state a fact or belief confidently and forcefully, or state firmly that something is true He asserted his innocence.

I wish to assert, as distinctly as I can, that the common law in its original setting knew no such principle. Indeed, it said quite the contrary.

搭配

assert against

The promisor may assert against the beneficiary all defences which the promisor

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could assert against the promissee.

派生 assertion

■something that you say or write that you strongly believe assertive

语源

sert = join, put, (as-= to)

联想

desert, insert, serial, desertion

assess verb

■(usu. be assessed) calculate or estimate the price or value of

Damages are to be assessed either in the currency in which the monetary obligation was expressed or in the currency in which the harm was suffered, whichever is more appropriate. 搭配

be assessed at

The value of this business is assessed at one million USD.

语源

sess = sed =sit (as-= to)

联想

session, sedate, dissident

assign verb

■transfer property or right to another

Licensor may assign its rights and obligations in this Agreement without restriction, provided that any such assignment will recognize the validity of, and be subject to, this Agreement and the rights granted herein to Licensee.

派生 assignee

■a person to whom a right or property is transferred

assignable

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用法 see delegate

语源

sign = mark (as-= to)

联想

signature, consign, signal, design

assume verb

■take or begin to have (power or responsibility)

Licensee shall assume all costs and responsibilities associated with, all laws, regulations, ordinances and standards relating to or pertaining to the manufacture.

Licensee assumes full responsibility for all liability, claims, demands, expenses (including reasonable attorney fees) and damages, including claims for defective products as well as damages to property or injury to persons arising out of or otherwise in relation to the manufacture, sale or use of the Licensed Products

语源

sume = take (as-= to)

联想

consume, consumer, resume, presume

attribute verb

■(attribute something to)regard something as being caused by

He attributed the firm's success to the efforts of the managing director 派生 attributable

Except that such issue of the hazardous or unsafe condition can not be attributable to Supplier.

In the event that the delayed delivery is attributable to the cause of the Supplier,

语源

tribut = pay, bestow (at-= to)

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联想

contribute, distribute, distribution

authenticate verb

■establish the authenticity of; prove genuine

Any demand for payment must contain your directors? signature which must be authenticated by your bankers or by a notary public.

authorise verb

■[with obj.]give official permission for or approval to (an undertaking or agent) If either an agent knows that he is authorized to do is illegal.

用法

比较entrust和appoint

避免歧义，Entrust 委托，信托；appoint 委托，指定

语源

auth = increase

联想

authority, authoritative, authentic, authenticity

B

back verb

■(usu. passive) support

To the extent that the parties have agreed that payment is to be backed by a bank guarantee

bona fide adv.

■good faith

You and/or your agents, acting bona fide and in accordance with your normal policy or practice, shall be entitled to honour drafts drawn under any letter of credit opened

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by you.

A subsequent bona fide change of intention, e.g. a decision no longer to maintain a controlling shareholding, would not be viewed as a breach of the original statement of intention.

burdensome adj.

■causing problem, or additional work

A right to non-monetary performance may be assigned only if the assignment does not render the obligation significantly more burdensome.

business noun

■an organization such as a company, shop, or factory that products or sells goods or provides a service

The global economy has given businesses broader access than ever before to markets all over the world.

Does big business have more control over our everyday lives than our elected government?

C

capacity noun

■The position in which one functions; role

Party B shall be employed in the capacity of General Manager.

语源

cap = take (-actiy 名词后缀)

联想

capable, capture, captious, caption

certify verb

■attest or confirm in a formal statement; state that something is correct or true,

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especially after some kind of test.

We hereby certify that the above true copy of resolutions passed by the Board of Directors of the company.

Company shall certify compliance with such applicable laws and regulations, and provide such evidence of compliance.

The accounts were certified by an auditor.

语源

cert = sure (-ify = make)

联想

certain, certainty, certificate

用法

compared with approve & ratify

There are a number of ways to show your support for something. The most general way is to approve it, a term that covers everything from simple, technical agreement (to approve the plan) to enthusiastic support. Certify and ratify imply that approval is not only official but that it makes something legal. Certify implies conformity with certain standards .Ratify is usually confined to only the most official and authoritative settings.

charge verb

■hold financially liable; demand payment from

Buyer will charge the Company with any associated costs.

Buyer may also charge to Supplier all direct and indirect costs incurred by Buyer as a result of any nonconforming Products whether or not Buyer rejects such Products.

The restaurant charged us 30 USD for the wine. noun

■a price asked for goods or services

There is a 50 pence booking charge for a ticket.

■the position of having control or responsibility for a group of people or activity He asked to speak to the person in charge.

搭配 at no charge

Licensee agrees to make available at no charge such additional samples of each Licensed Product.

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free of charge

Your order will be sent free of charge.

in charge of

The officer is in charge of the investigation.

claim verb

■[with obj.]formally request or demand; say that one owns or has earned (something)

If he fails to take such measures, the party in breach may claim a reduction in the damages in the amount by which the loss should have been mitigated noun

■an assertion of the truth of something, typically one which is disputed or in doubt

■a demand for something(as money)due or believed to e due; a paper embodying such a demand

Filing a claim with the court.

■a right to seek a judicial remedy or the formal assertion of such a right Bring a claim in the district court.

派生 claimable

搭配

bring/file/lodge/ make claim

She brought a claim for damages against the company. The company had made false claims about its products.

claim against

To claim against the company for breach of contract

claim for

To claim for compensation

语源 claim = cry

联想

exclaim, proclaim, reclaim ,declaim

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clear verb

■satisfy the necessary requirements to pass through (customs)

They deal with the obligations to clear the goods for export and import

派生 clearance

custom clearance

collateral noun.

■property pledged by a borrow to protect the interests of the lender in the event of the borrower’s default.

adj.

■additional but subordinate; secondary

A letter of comfort should not contain anything enforceable as a guarantee or collateral warranty.

collect verb

■receive (money that is due); be paid

Licensor may at its option collect an amount from the Security needed to cover the cost for fulfilling such outstanding obligation(s).

派生

uncollectable

Net sales shall be determined without deducting uncollectable accounts or financial discounts. collection

collection costs incurred in the collection of any delinquent accounts.

语源

lect = gather (col- = com- = together)

联想

neglectful, recollect

commence verb

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■(formal) begin or start something

In the absence of which we will advise our client to instruct us to commence proceedings.

The planes commenced bombing at midnight.

派生

commencement

Party B shall provide the service plan approved by Party A before the commencement of the security service as the attachment of this Contract.

commensurate adj.

■corresponding in size or degree; in proportion

Supplier may disclose Proprietary Information to third party suppliers to the extent reasonably necessary to support the manufacture of Products for Buyer, but only to such suppliers who have agreed in writing to obligations limiting disclosure and use of Proprietary Information at least commensurate with the obligations assumed by Supplier under this Contract.

comparable adj.

■(of a person or thing) able to be likened to another; similar

Buyer notifies Supplier in writing that Buyer can purchase the Products from another source or manufacture the Products itself at a lower price or on overall better terms (including but not limited to, better payment, delivery, or productivity terms) in comparable quantities.

语源

par = equal (com- = together)

联想

parity, imparity, disparity

comply verb

■act in accordance with a wish or command 搭配

comply with

The Borrower shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations

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under the Finance Documents to which it is a party.

派生 compliance

Compliance with laws 语源

pli = fill (com- = with)

联想

compliant, compliment, complimentary

compulsory adj.

■required by law or a rule; obligatory

We will not do anything or take any steps so as to permit the Obligor to enter into liquidation ( whether compulsory or voluntary). 语源

puls = pel = drive (com- = with)

联想

compel, compulsion, dispel

concern verb

■relate to; be about

Questions concerning matters governed by this Convention which are not expressly settled in conformity with the general principles.

The parties are bound by a usage that is widely known to and regularly observed in international trade by parties in the particular trade concerned excepted where the application of such a usage would be unreasonable.

搭配

be concerned with

It is not concerned with the validity of the contract.

condition noun

■a state of affairs that must exist or be brought about before something else is possible or permitted

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搭配

make … a condition for ….

The seller may make such payment a condition for handing over the goods or documents.

confer verb

■[with obj.]grant (a title, degree, benefit, or right)

A party may confer by express or implied agreement a right on a third party.

Where a contract by its express terms purports to confer a benefit directly on a third party, the third party shall be entitled to enforce the provision in his own name.

Nothing in this agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns. 派生

conferment

The conferment of rights in the beneficiary includes the right to revoke a clause in the contract which excludes or limits the liability of the beneficiary.

语源

fer = carry (co- = together)

联想

conference, defer, differ

conformity noun

■compliance with standards, rules, or laws

搭配

in conformity with

If any of the Products are found at any time to be defective in design, materials or workmanship or otherwise to be not in conformity with the requirements of this Contract.

conjunction noun

■the act of joining or the condition of being joined

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搭配

in conjunction with

Any non-performance gives the aggrieved party a right to damages either exclusively or in conjunction with any other remedies.

consecutively adv.

■following continuously

Where the parties are to perform consecutively, the party that is to perform later may withhold its performance until the first party has performed.

consideration noun

■(in a contractual agreement) anything given or promised or forborne by one party in exchange for the promise or undertaking of another.

搭配

in consideration for

The Target Corporation agreed to sell all its assets to the Purchasing Corporation in consideration for 350,000 shares of the Purchasing Corporation?s stock. ■careful thought, typically over a period of time 搭配

take into consideration

Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.

for your consideration

We enclose a copy of the initial case report which appeared in the Times on 15 April for your consideration.

consign verb

■(formal) send something somewhere, esp. in order to sell it 派生

consignment: a quantity of goods that are sent somewhere

the seller must give the buyer notice of the consignment specifying the goods.

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consignee: the person that something is delivered to

contemplate verb

■have in mind as a probable though not certain intention

If it was contemplated by the parties at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State

The circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract.

contemporaneously adv.

■existing or occurring in the same period of time

All representations, warranties, agreements, and undertakings heretofore or contemporaneously made that are not set forth herein are superseded by and merged into this Guaranty Agreement.

contest verb

■oppose (an action, decision, or theory) as mistaken or wrong

Licensee shall not at any time, either during the life of or after expiration of this Agreement, contest the validity of such Trademark or assert or claim any other right.

语源

test = witness (co- = together)

联想

attest, testimony, protest

context noun

■the circumstances that form the setting for an event, statement, or idea, and in terms of which it can be fully understood and assessed

Any defined terms, unless the context otherwise requires, may be used in the singular or the plural or the present or past tense, depending upon the reference.

语源

text = weave (co- = together)

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联想

textile, textual, contextual

contingent adj.

■that can be anticipated to arise if a particular event past, present, future and contingent infringements

Guarantees and other enforceable obligations are contingent liabilities and so required disclosure in the issuing company?s own report and account.

contract verb

■(intransitive) enter into a formal and legally binding agreement 搭配 contract for

The 'C\terms require the seller to contract for carriage on usual terms at his own expense.

A contracting party should always be able to ascertain all terms of his contract preferably at the time of the conclusion of the contract.

派生 contratually

In the event that the contractually agreed Delivery is not available 语源

tract = draw (co- = together)

联想

tractor, attract, contraction, extract

contribute verb

■(intransitive) (contribute to) help to cause or bring about

The adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade. 派生

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contributable 语源

tribut = bestow

联想

attribute, distribute, contributor

course noun

■a procedure adopted to deal with a situation 搭配

normal course of business

If the goods or part of the goods have been sold in the normal course of business or have been consumed or transformed by the buyer in the course of normal use before he discovered or ought to have discovered the lack of conformity.

covenant verb

■ [no obj.]agree, especially by lease, deed, or other legal contract

Party A covenants that it will not, directly or indirectly, sell, deliver, license or otherwise distribute Products and Competitive Products in the territory to any customer listed in the Exhibit B. noun

In consideration of the mutual covenants and premises herein contained.

credit verb

■make a credit entry in

The Company shall have the right to credit the maintenance cost against the price payable by it to the Supplier.

Supplier shall unconditionally allow the Company to credit the price difference against the price payable by it to Supplier.

Company shall credit the Refundable Amount to Sony Group?s account. 语源

cred = believe

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联想

creditor, credible, discredit

creditworthiness noun.

■considered suitable to receive credit

a serious deficiency in his ability to perform or in his creditworthiness

cumulatively adv.

■increasing or increased in quantity, degree

The right of either Party to terminate this Agreement is not an exclusive remedy and either Party shall be entitled alternatively or cumulatively to damages for breach of this Agreement or to any other remedy available under the laws of the applicable jurisdiction. cure verb

■solve (a problem)

The non-performing party may, at its own expense, cure any non-performance without undue delay. 语源

cure = take care

联想

accurate, curious, accuracy

customary adj.

■according to the customs or usual practices associated with a particular society, place, or set of circumstances

The selling price that is customary in the trade.

D

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damage noun

■physical harm caused to something in such a way as to impair its value, usefulness, or normal function.

Loss of or damage to the goods after the risk has passed to the buyer does not discharge him from his obligation to pay the price, unless the loss or damage is due to an act or omission of the seller.

■(damages) a sum of money claimed or awarded in compensation for a loss or an injury

搭配 damage to

Loss of or damage to the goods after the risk has passed to the buyer does not discharge him from his obligation to pay the price, unless the loss or damage is due to an act or omission of the seller.

liquidated damages: damages whose amount is agreed upon by the parties to a contract as adequately compensating for loss in the event of a breach.

debit verb

■remove an amount of money from (a bank account)

The Bank will debit the principle and interest from your current account maintained with the Bank on the respective due dates.

deceptively adv

■giving an appearance or impression different from the true one; misleading

Supplier shall not use package designs or concepts that are deceptively similar to those sold to Buyer except in connection with its sales of Products to Buyer

declare verb

■make a full statement of (dutiable goods, for example)

The supplier shall ensure that the sum price of goods declared in customhouse should accord with the payment for goods on order.

default

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noun

■failure to fulfill an obligation.

■failure to defend against a claim in court( as by failing to file pleading or to appear in court.

Default judgment 搭配

make default

Should the Purchaser after another twenty-one day?s written notice of the Contractor continue to make default then the Contractor shall be at liberty to enter upon and sell the Vessel.

in default

The Buyer shall be deemed to be in default of performance of its obligations under this Contact in the following cases:

defer verb

■put off (an action or event) to a later time; postpone

If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination.

In the event that Party B makes late delivery of the invoice, Party A may defer the payment accordingly.

语源

fer = carry (de- = dis- = apart)

联想

conference, confer, differ

delegate verb

■entrust or transfer (as power, authority or responsibility) to another person

The rights granted to the Licensee pursuant to this Agreement are personal to Licensee and may not be assigned or sublicensed, by operation of law or otherwise, nor may Licensee delegate its obligations hereunder without the written consent of Licensor. 语源

leg = appoint; send (de- = away)

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联想

legacy, legator, legate

deliberation noun

■long and careful consideration or discussion

The chairman of the tribunal came up with an initial draft award finding against the Chinese party (or shipyard). But after deliberations, the three member of the tribunal reached an unanimous decision that the Chinese party prevailed in that no agreement was reached.

delinquent adj.

■(chiefly US)in arrears

Regarding your delinquent account showing a balance of USD $____________, we have requested payment on this amount for several times without avail.

deliver verb

■bring and hand over (a letter, parcel, or ordered goods) to the proper recipient or address

The risk of loss of or damage to the goods, as well as the obligation to bear the costs relating to the goods, passes from the seller to the buyer when the seller has fulfilled his obligation to deliver the goods.

派生 deliverable

■able to be delivered

deliverables

■a thing able to be provided, esp. as a product of a development process

The deliverables which a developer should deliver include designs in a product development agreement.

delivery noun

■the action of delivering letters, packages, or ordered goods

Deliveries received ahead of the delivery dates may be refused if we do not have sufficient room for storage.

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搭配

make delivery

Seller shall make all deliveries in accordance with the order and delivery procedures.

take delivery of/ take delivery

The buyer's obligation to take delivery of the goods. If the buyer does not take delivery as agreed.

The Purchaser shall promptly take delivery of the Vessel when completed.

cash-on-delivery

Party A continues to pay for all Product hereunder on a cash-on-delivery basis.

demand verb

■ask authoritatively or brusquely

A hereby demands that B indemnify A in connection with the defence of the Nuckols matter, as required by the Agreement. 用法

See request & require 语源

mand = order

联想

mandate, mandatory, remand

deprive verb

■deny (a person or place) the possession or use of something 搭配

deprive… of

Failure to notify or untimely notification deprives the Party of the right to refer to any of the above circumstances as a reason relieving from liability for non-performance of an obligation.

be deprived of

The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies

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determinable adj.

■able to be firmly decided or definitely ascertained if a date is fixed by or determinable from the contract

detriment noun

■the state of being harmed or damaged

A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract.

A party cannot act inconsistently with an understanding it has caused the other party to have and upon which that other party reasonably has acted in reliance to its detriment. 搭配

to the detriment of

This shall not imply a change in the burden of proof to the detriment of the Customer.

disclaim verb

■refuse to acknowledge; deny

Any warranties, express or implied, including but not limited to any implied warranties of accuracy, performance, merchantability or fitness for a particular purpose are hereby expressly disclaimed by Party A.

disclaimer noun

■a statement in which a person says that they did not know about something or that they are not responsible for something.

The disclaimer asserts that the company won't be held responsible for any inaccuracies.

discrepancy noun

■a lack of compatibility or similarity between two or more facts

In the event that such inspection is reasonable and reveals a discrepancy in the amount of Royalties owed Licensor from what was actually paid.

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discretion noun

■the freedom to decide what should be done in a particular situation

Where the amount of damages cannot be established with a sufficient degree of certainty, the assessment is at the discretion of the court.

The terms of delivery and the carrier of the Products hereunder shall be subject to the discretion of the Company.

dispatch verb

■send off to a destination or for a purpose

Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance.

dispute verb

■question whether (a statement or alleged fact) is true or valid

All discrepancies with the year end statement need to be disputed by February 15, 2013. 语源

pute = think (dis = apart)

联想

compute, repute, reputation

distribute verb

■supply (goods) to stores and other businesses that sell to consumers

to ensure that the Products comply with all applicable codes, laws, rules and regulations (both in the country of manufacture and in the countr(ies) set forth on Exhibit A where Buyer has notified Supplier that Buyer or its customer will distribute Products

语源

tribut = pay; bestow (dis- = apart)

联想

contribute, attribute, retribution

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divulge verb

■make known (private or sensitive information)

The parties shall keep confidential any information of the other party designated as confidential, obtained under or in connection with the Agreement and shall not divulge the same to any third party without the written consent of the other party.

domicile noun

■the place where an individual has a fixed and permanent home for legal purpose

■the place where an organization (as a corporation) is chartered or that is the organization’s principal place of business verb

■to establish in or provide with a domicile Any state in which a corporation is domiciled.

A juristic person is domiciled where its headquarters is.

It is now more appropriate that the party domiciled in the country concerned undertakes the clearance and pays the duties and other charges.

用法

The domicile of an individual or organization determines the proper jurisdiction and venue of legal process. A distinction is usu. maintained between domicile and residence based on the relative permanency of a domicile and the intent to make it a principal place of abode. (In some contexts, however, such as for determining proper venue, domicile and residence are used as synonyms.)

语源

domus =home , dom=house

联想

dome ,domestic ,domesticate ,domesticity

draw verb

■produce (a picture or diagram) by making lines and marks

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搭配 draw up

Where a contract is drawn up in two or more language versions which are equally authoritative there is, in case of discrepancy between the versions, a preference for the interpretation according to a version in which the contract was originally drawn up. due noun

■(of a payment) required at a certain time

搭配 past due

Legal collection proceedings will include claims for pre-judgment interest on your amount and all lawyer fees and court-related costs in connection with collecting this past due account. Payment past due

E

effect noun

■a change that is a result or consequence of an action or other cause

搭配

to that effect

Unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect.

with immediate effect

It is resolved that Mr. Right be appointed as a Director of the Company with immediate effect.

take effect

Avoidance takes effect retroactively.

give effect to

Contract terms shall be interpreted so as to give effect to all the terms rather than to deprive some of them of effect.

effect payment

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On the basis of such method of Payment, Sony Group shall, subject to Sony Group?s final confirmation of such Invoices, effect payment for the Products due under such Invoice by telegraphic remittance.

派生 effective

■fulfilling a specified function in fact, though not formally acknowledged as such I have heard that there is currently a common perception amongst the Chinese shipbuilders of unfair treatment in London arbitration. But I suggest that there should be more effective reason which has resulted in such a massive failure of the Chinese shipbuilders.

elapse verb

■(of time) pass or go by

The limitation on bring an action does not prejudice a party?s voluntary performance after the period of the limitation has elapsed.

eligible adj.

■having the right to do or obtain something; satisfying the appropriate conditions the following categories of Licensed Products shall be deemed not to be in Licensee?s possession or control and shall not be eligible for delivery or sale during to the Sell-off Period.

encumbrance noun

■a mortgage or other charge on property or assets

The purchaser will purchase from the seller, as of the closing date, all of the Sale Shares, free and clear of all encumbrances and including all rights and obligations accruing to said Sale Shares as of the Closing Date.

enclose verb

■place (something) in an envelope together with a letter A copy of the agreement is enclosed for your review. end noun

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■a goal or result that one seeks to achieve 搭配

to that end: something toward which one strives; a goal

To that end, during the term of this Contract, Kautex may disclose (as needed, in Kautex?s sole discretion) certain technical information and know how

endorse verb

■usu. be endorsed on) write (a comment) on the front or back of a document

No terms or condition endorsed upon, delivered with or contained in the Supplier?s quotation, acknowledgement or acceptance of an Order, specification or similar document shall form part of the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and conditions.

enquiry noun

■an act of asking for information

Your enquiry to me is whether it is possible to set aside the transaction based on your rights as a stockholder.

enrich verb

■make (someone) wealthy or wealthier

the plaintiff?s complaint contends that A has been unjustly enriched.

essence noun

■the intrinsic nature or indispensable quality of something be of the essence: fundamentally

Time will be of the essence for every delivery of Product.

搭配 in essence

In essence, the argument is that a “de facto” merger has taken place and you should be entitled to the same rights as if a “true” merger had taken place.

evidence verb

■be or show evidence of

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A contract of sale need not be concluded in or evidenced by writing.

examine verb

■inspect (someone or something) in detail to determine their nature or condition The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in the circumstances.

exclude noun

■prevent the occurrence of; preclude

The parties may exclude the application of this Convention.

派生 exemption

as well as exemptions from liability in certain situations.

excess noun

■an amount of something that is more than necessary, permitted, or desirable

搭配 in excess of

In the event that such discrepancy is in excess of TEN THOUSAND UNITED STATES DOLLARS ($10,000), Licensee shall reimburse Licensor for the reasonable out of pocket cost of such inspection

excuse verb

■release (someone) from a duty or requirement

Any delay or failure of either party to perform its obligations will be excused if it is caused by an extraordinary event or occurrence beyond the control of the nonperforming party and without the nonperforming party?s fault or negligence.

派生 excusable

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Excusable delay

execute verb

■make (a legal instrument) valid by signing or sealing it

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

exempt verb

■free (a person or organization) from an obligation or liability imposed on others You shall be exempted from liability of any nature whatsoever.

exercise verb

■use or apply (a faculty, right, or process)

The right of a party to terminate the contract is exercised by notice to the other party.

The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies.

If we do not exercise a right or remedy fully under this Agreement, we may still exercise it later.

expedite verb

■make a process or action happen more quickly

SELLER will pay a penalty of 2% of the total delayed purchase order amount and SELLER agrees to expedite the shipment to minimize any delay.

expeditious adj.

■done with speed and efficiency

Supplier shall immediately advise Buyer by the most expeditious means of communication.

expenditure

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noun

■an amount of money spent

Licensee shall use its best efforts to make commercially reasonable advertising and marketing expenditures to promote the sale of Licensed Products and enhance the value of the goodwill associated with the Trademark

expiry noun

■an expiration, especially of a contract or an agreement The expiry date

extend verb

■cause (something) to be or last longer

This offer will lapse after 9 April 2012 unless extended by the lender.

Unless these conditions are fulfilled on time, the time for Delivery shall be extended accordingly.

We are aware that the Lender is currently extending the Facilities to our subsidiary.

■make more comprehensive or inclusive

The Builder?s warranty hereunder does not extend to the Buyer?s Supplies.

The Contractor?s liability to the Purchaser in respect of damage shall not in any event extend further or otherwise than in this Article provided.

This obligation shall extend to include all accessories, components and materials and other items of any sort comprised in or relating to the Goods.

Supplier hereby extends to Buyer any and all warranties received from Supplier?s suppliers and agrees to enforce such warranties on Buyer?s behalf.

派生 extension

The Contractor shall be entitled to one day extension in the delivery time of the Vessel for each day of delay in the payment of the aforesaid sums

extendable

The license is extendable to Party A?s subsidiaries.

extensive

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adj.

■large in amount or scale

There was extensive negotiation of the text of the letter of comfort.

extent noun

■the degree to which something has spread; the size or scale of something

搭配

to the extent

A?s conditions of purchase shall apply to all purchases under this contract to the extent such terms do not conflict with this contract.

Any remainder shall then be paid to compensate Licensee for past damages due to such infringement but only to the extent that Licensee can adequately provide written proof of such financial damages.

The Supplier shall not be liable for any delayed delivery of the Products to the extent that such delay is caused by any event of force majeure.

The Customer shall only be entitled to withdraw from the Contract to the extent that we are solely liable for the delay in Delivery.

F

fail verb

■neglect to do something

It is resolved that Mr. Zhang Keyu, or failing him, Mr Liu Hao, or failing him, Ms Deng Jie be and is hereby authorized to sign the Share sale agreements, on behalf of the company or that approval be hereby given for the affixation of the Common Seal of the company onto the Share sale agreements in the presence of any two Directors or any one Director and the Secretary of the company.

find verb

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■of a court) officially declare to be the case

搭配

find in your favour

If the court finds in your favour, the transaction could then be set aside as being in violation of the applicable statues. flat adj.

■(of a fee, wage, or price) the same in all cases, not varying with changed conditions or in particular cases

Rebate is payable at a flat rate of the lump sum of the turnover as set out in the table“Application Rebate Rates”.

flat rate: a charge that is the same in all cases, not varying in proportion with something

forbearance noun

■the action of refraining from exercising a legal right, esp. enforcing the payment of a debt

Any forbearance or failure or delay by you in exercising any right, powers or remedy shall not be deemed to be a waiver of such right, power or remedy.

The Guarantor shall not be discharged or released from this Guarantee by any forbearance whether as to payment time, performance or otherwise.

foregoing noun

■the things just mentioned or stated Notwithstanding the foregoing

forthwith adv

■immediately

We will forthwith, upon your first demand (which demand shall include a certificate signed by one of your duly authorized officers that the Seller is obliged to make such payment) pay to you the aforesaid amount

fortify verb

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■make strong

We are fortified in this conclusion by the House of Lords? recent decision in the case of Lynch-Ross v Dannone.

forward verb

■send (a letter) on to a further destination

Please could you forward this email to him and ask him to contact me at his convenience.

The Import Factor may require that the original documents evidencing title are forwarded through him.

G

govern verb

■control, influence, or regulate

If such right or claim is based on industrial property or other intellectual property, the seller's obligation is governed by article 42.

grace noun

■a period officially allowed for payment of a sum due or for compliance with a law or condition, esp. an extended period granted as a special favor 搭配

period of grace

No period of grace may be granted to the seller by a court or arbitral tribunal

grant verb

■give (a right, power, property, etc.) formally or legally to

(Subject to the terms and conditions set forth in the Agreement, Citibank hereby grants Supplier during the term of the Agreement a limited, personal, non-exclusive, non-transferable license and right, without the right to sublicense, to access and use

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the Citiconnect? for Trade System.

H

hand verb

■pick (something) up and give to (someone)

搭配 hand over

The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods.

heretofore adv.

■before now

All representations, warranties, agreements, and undertakings heretofore or contemporaneously made that are not set forth herein are superseded by and merged into this Guaranty Agreement.

hereunder adv.

■as provided for under the terms of this document

Neither party may assign, transfer or otherwise dispose of the whole or part of this Agreement and the rights or obligations hereunder to any third party without the prior written consent of the other party. hold verb

■(of a judge or court) rule; decide

搭配

be held invalid or unenforceable

If any one or more of the provisions of this Agreement should be held invalid or unenforceable, the validity and enforceability of all provisions of this Agreement not declared to be invalid or unenforceable will be unaffected

honor

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verb

■fulfill (an obligation) or keep (an agreement)

Manufacturer will not honor this warranty for parts which have been altered without the written consent of the Manufacturer. ■accept (a bill) or pay (a check) when due

The bank informed him that the check would not be honored.

I

impediment noun

■a hindrance or obstruction in doing something

Non-performance by a party is excused if that party proves that the non-performance was due to an impediment beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overcome it or its consequences.

impose verb

■require (a duty, charge, or penalty) to be undertaken or paid

Incoterms deal with a number of identified obligations imposed on the parties such as the seller's obligation to place the goods at the disposal of the buyer or hand them over for carriage or deliver them at destination.

It is assumed that letters of comfort of the kind considered here are not usually intended to impose on the issuer any enforceable contractual obligations to the recipient banks, their subsidiaries or anyone.

incur verb

■become subject to (something unwelcome or unpleasant) as a result of one's own behavior or actions

The Borrower shall promptly indemnify the Lender against any cost, loss or liability incurred by the Lender.

indefinite adj.

■lasting for an unknown or unstated length of time

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A contract for an indefinite period may be ended by either party by giving notice a reasonable time in advance.

indemnify verb

■compensate (someone) for harm or loss

The Borrower shall promptly indemnify the Lender against any cost, loss or liability incurred by the Lender.

Buyer shall indemnify and hold Supplier harmless from and against any and all costs, expenses, losses, damages, or liabilities arising from actual or alleged infringement of any patent, copyright, trade secret, trademark, or other intellectual property right, where Buyer furnishes or requires Supplier to use, for the process of manufacturing; and such infringement claim would not have occurred but for complying with such requirements of Buyer.

Distributor shall indemnify and hold Company harmless from and against any and all damages incurred by Company arising directly from Distributor?s breach of this Agreement.

incorporate verb

■put or take in (something) as part of a whole; include

Incoterms are in practice at times also incorporated into contracts for the sale of goods within purely domestic markets.

indicate verb

■point out; show

Unless otherwise agreed by both parties in writing, the delivery notes and invoices provided by Seller shall indicate the concerned PO numbers and part numbers of Buyer.

Unless the circumstances indicate otherwise.

The prices indicated in commercial invoices are final and unchangeable with regards to every corresponding delivery.

induce

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verb

■lead or move, as to a course of action, by influence or persuasion

Party B represents that it has not induced and will not induce any director, officer, employee, agent, or representative of Party A to sign a contract with it or to make undue influence under direct or indirect engagement.

infer verb

■deduce or conclude (information) from evidence and reasoning rather than from explicit statements.

The consent may be apparent from express words or inferred from conduct.

injunction noun

■a judicial order that restrains a person from beginning or continuing an action threatening or invading the legal right of another, or that compels a person to carry out a certain act, e.g., to make restitution to an injured party.

Licensor shall be entitled to an immediate injunction to cease or prevent such irreparable harm.

inspection noun

■examine (someone or something) to ensure that they reach an official standard

用法

Although the words \appropriate to use the former word with respect to the seller's delivery obligation under A4 and to reserve the latter for the particular case when a \ : shipment inspection\is performed, since such inspection normally is only required when the buyer or the authorities of the export or import country want to ensure that the goods conform with contractual or official stipulations before they are shipped

instalment noun

■a sum of money due as one of several equal payments for something, spread over an agreed period of time

搭配

by installments

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In the case of a contract for delivery of goods by installments.

Payment of the Contract price shall be made by the Purchaser to the Contractor by installments as follows

in installment

The damages may be payable in installment where the nature of the harm makes this appropriate.

instrument noun

■a formal document, esp. a legal one

This Contract shall not be changed verbally, but only by a written instrument signed by the Parties

insure verb

■provide insurance coverage with respect to

派生 insurance 搭配

take out insurance

Since the seller takes out insurance for the benefit of the buyer, he would not know the buyer' s precise requirements.

inure verb

■come into operation; take effect

Any rights which may accrue from such trade name/trademark usage shall inure to the sole benefit of Buyer.

Company makes the following warranties to Distributor with respect to the Products (collectively the “Product Warranty”), which Product Warranty shall also inure to the benefit of Distributor?s customers and end users of the Products.

invoice verb

■ [with obj.]send an invoice to (someone)

Party A will invoice Party B for Party B?s documented labor costs. The manufacturer invoiced our company for two typewriters.

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■send an invoice for (goods or services provided)

The party who invoices for the supply of goods or the rendering of services

irreparable adj.

■(of an injury or loss) impossible to rectify or repair

A breach by it of this Agreement may cause Licensor irreparable damage which cannot be remedied in monetary damages in an action at law. 派生

Irreparability 语源

ORIGIN late Middle English: via Old French from Latin irreparabilis, from in- '?not?' + reparabilis (see reparable).

J joint adj.

■applied or regarded together 搭配

joint and several

If this Guarantee is executed by more than one person as Guarantor, the obligations of each Guarantor under this Guarantee are joint and several.

用法

区别joint liability 共同责任和joint and several liability 连带责任

judgement noun

■a decision of a law court or judge

搭配

enter a judgement

A court is not bound to enter a judgement for specific performance unless the court would do so under its own law.

Jurisdiction

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noun

■[mass noun]the official power to make legal decisions and judgements the English court had no jurisdiction over the defendants.

either party may file in any court in United States which has competent jurisdiction an action for injunctive relief.

■[count noun]a system of law courts; a judicature

■[count noun]the territory or sphere of activity over which the legal authority of a court or other institution extends

This Agreement shall be governed by and construed in accordance with English law and shall be subject to the non-exclusive jurisdiction of the Singapore.

派生

jurisdictional adjective

搭配

exclusive

The commissioners had exclusive jurisdiction to decide. have, retain

The court has no jurisdiction in this case.

If at any time (a) any governmental agency having jurisdiction provides written notice to either Buyer or Supplier exercise

The court may exercise its jurisdiction to compel the husband to make a settlement upon his wife.

be subject to, come under

He is subject to the jurisdiction of the English courts. beyond your ~

She acted beyond the jurisdiction of any teacher.

under ~

The territory is still under Russian jurisdiction. ~ over

The senate committees have exclusive jurisdiction over the FBI.

语源

jus, jur, jurs = law, right 联想

just, justice ,justify, adjust, jury ,injury 语源

diction, dict = say, saying

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联想

dictionary ,dictate ,dictum ,contradict

Justify verb

■show or prove to be right or reasonable

the person appointed has fully justified our confidence. ■be a good reason for

the situation was grave enough to justify further investigation. 派生

justification ,justificatory ,justifier

justifiable adj.

Termination of a fixed-term agency can be justifiable in many circumstances.

语源

see jurisdiction

搭配

on the grounds of/that

The decision is justified on the grounds that there is no realistic alternative.

K kind noun

■a group of people or things having similar characteristics

搭配

of the same kind

A reasonable person of the same kind in the same circumstances would not have foreseen such a result.

know verb

■(…of) have knowledge or information concerning

The receiving bank treats letters of comfort as confirming that the subsidiary is indeed a group member and that the issuer knows of the provision of the service.

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L

lapse verb.

■(of a right, privilege, or agreement) become invalid because it is not used, claimed, or renewed; expire

The offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect.

latent adj.

■existing but not yet developed or manifest; hidden; concealed

be free from all defects whether latent or patent, in workmanship and materials.

latter adj.

■(the latter)denoting the second or second mentioned of two people or things

In case of conflict between a standard term and a term which is not a standard term the latter prevails.

learn verb

■become aware of (something) by information or from observation

搭配 learn of

If at any time Supplier learns of any issue relating to a potential safety hazard or unsafe condition involving Products, or is advised by any governmental agency having jurisdiction.

legitimate adj.

■conforming to the law or to rules

The oblige may reject an earlier performance unless it has no legitimate interest in so

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doing.

This will be granted so long as no legitimate BOSCH interests are affected. levy verb

■(often be levied) impose (a tax, fee, or fine)

Any additional charges levied by private parties in connection with the import are not to be included in these charges, such as charges for storage unrelated to the clearance obligation. lieu noun ■instead in lieu of

You and any agent of yours may accept a draft or credit as conditional payment in lieu of cash settlement of any obligation.

lodge verb

■present (a complaint, appeal, claim, etc.) formally to the proper authorities

.Party A shall accordingly compensate any and all losses incurred herewith to MIDEA if MIDEA elects to lodge such claim.

M

magnitude noun.

■a numerical quantity or value

It can at least assure the provider of the credit service that the parent company is aware of the credit relationship and of its magnitude.

mandatory adj.

■required by law or rules; compulsory

The penalty shall be paid to the aggrieved party unless mandatory provisions o the law of the forum provide otherwise.

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