商务合同的翻译本科毕业设计

本科生毕业论文

商务合同的翻译

毕业设计(论文)

中文题目： 商务合同的翻译 英文题目：On the Translation of Business Contracts 姓 名： 贺荣葵 学 院： 外国语学院 专 业： 英语（外贸英语方向） 本科 指导老师： 贺荣葵 开题时间： 2012. 12 完成时间： 2013. 4

湖南农业大学制

On the Translation of Business Contracts

商务合同的翻译

He Rongkui 贺荣葵

Supervisor: Prof. Xiao Fuliang Major: Foreign Trade English

Foreign Language College Hunan Agricultural University

April, 2013

Abstract

Abstract: In international trade activities, business contracts are an

important basis for the documents. Business English language has become an indispensable communication tool and it is also the starting point of economic contracts in English. International business contracts involve a wide variety and complexity and also have their own characteristics, such as accuracy profession, and normalization. Therefore, the quality of the translation of business contracts needs high demand. In this paper, through a large number of examples, the characteristics and translation of business contracts are analyzed comprehensively.

Key Words: business contracts; translation; strategy

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摘 要

在国际贸易活动中，商务合同作为一种重要法律文件,涉及面广泛而复杂，同时也有其自身的特点，准确性，专业性和规范性。因此，对商务合同翻译的质量提出了非常高的要求。本文用大量的例子对商务合同的特征及对策做了全面的分析和讨论。

关键词:商务合同;翻译;对策

Contents

Abstract ...................................................................................................................... I 摘 要 ........................................................................................................................ II Contents ................................................................................................................... III Introduction .............................................................................................................. 1 1. The Definition of Business Contract ............................................................ 2 2.The Characteristics of Business Contracts ................................................. 3

2.1 Text Characteristics ..................................................................................... 3

2.1.1 Prociseness ............................................................................................. 3 2.1.2 Normolization ........................................................................................ 3 2.1.3 Prefession ............................................................................................... 3 2.2 Sentense Charasteristics .............................................................................. 4

2.2.1 Attributive Clauses ............................................................................... 4

2.2.2

Adverbial

Clauses....................................................................................5 3.The Translation Strategies of Business Contracts .................................................. 6

3.1 Translation Accuraccy .................................................................................... 6

3.1.1 Vocabulary Translation ....................................................................... 6 3.1.2 Number Accuracy ................................................................................ 6 3.2 Translation Profession……………………………………………................7 3.3 Translation Normalization………………………………………………….7 3.3.1

Normalization……………………………………………...9

3.3.2

Normalization…………………………………………………...9 3.3.3

Normalization…………………………………………….11

Profession

Style Language

Conclusion ............................................................................................................... 13

Bibliography ........................................................................................................... 14 Acknowledgements ............................................................................................... 15

Introduction

In the 21st century, international trade has becoming more and more frequent, and the reforming China is actively engaged in international trade activities. In the process of global trade, English has become an indispensable communication tool. It is the basis of business contracts. In today's society, citizens, corporations and other organizations sometimes have the problem on how to sign contracts directly in English. Lawyers, legal advisers and other legal professionals will meet the needs to review and modify the contracts in English, and sometimes will be asked to come to Chinese translation, and even to draft a contract in English. So more and more fans of English and the lawyers want to familiarize themselves with the contracts in English with China’ s entry into WTO, this requirement turns more and more urgent to resolve contract issues in English.

1. The Definition of Business Contract

Contract means to abide by the conditions established, working in cooperation. \Republic of China Civil Law\《中国人民共和国民法通则》The Article 85th provides that \establish, exchange, terminate their civil relationship\，(合同是当事人之间设立、变更、终止民事权利义务关系的协议) and international business contract, as one of them, from the general sense, It is involved with two or more States. To a country, international business contracts are also foreign contracts. In China, according to the different nature and content of the major categories in contracts, We do the following classification: sale contract(销售合同); the transfer contract（转让合同）; the joint venture contract（合资或合营合同）; compensation trade contracts（补偿贸易合同）; Agent agreement（代理合同） and other contracts, agreements, etc. It is the parties to economic activities, the agreement reached by negotiation, legally binding on both parties. This agreement may be formal or informal. As the contract with legal effect, the parties must accordance with the provisions of the contract fully and meet their obligations strictly, which requires the contract terms and sentences are rigorous and accurate.

2. The Characteristics of Business Contracts

2.1 Text Characteristic

Business contract is a special application style, focusing on documentary, whose major characteristic is accurate and rigorous. As business contract is a legally document that asks the parties to strictly obey the obligations, right, codes of conduct and other specific terms, as drilled legal loopholes, it does not allow the vague and mileding, it would rather sacrifice the fluency of text but maintain truth. 2.1.1 Preciseness

The preciseness of the business contract translation is the principles problem in practice contract language is a legal context that emphasizes the structure of language, another characteristic is using formal words, repeat words, parallel conjunctions, etc, in order to ensure the contract text rigor and unbeatable, also reflected the contract solemn

and seriousness as legal documents.

2.1.2 Normalization

Generally, the structure of a contract is organized, and the terms and statements involved comply with the contract documents and the program requirements. A complete business, the terms of the contract are up to dozens to defined buyers and sellers obligations clearly. After a long practice and texting , The structure has been relatively fixed, whether it is Chinese or English. The contract can be divided into four parts : title(标题)，preamble(序言)，body(正文)，and conclusion(结尾). Since business contract is written to protect legal rights and interests, it require the use of body language solemn or formal style. 2.1.3 Profession

Business contracts are highly professional, involving finance, trade, tariffs, customs, commodities, insurance, warehousing, commodity inspection, legal and many other areas, business contract is the complex field of expertise text. Therefore, the translation process constantly absorbs and integrates new knowledge. Business contracts basic characteristics of these text features to determine the business process of translation to follow strict procedures. For example, We hereby agree with the drawers, endorsers and bona fide holders of the drafts drawn under and in compliance with the terms of this credit that such drafts shall be duly honored on due presentation and delivery of documents as herein specified.

This sentence looks a little complex, and involves some credit terms, if a translator is not familiar with credit professional terms such as ：drawers（出票人）、endorsers（背书人）、drawn（开具）、drafts（汇票）、honored（履行付款责任）、presentation（提示）、documents（单据），they would have no ideas about this.

2.2 Sentence Characteristics

2.2.1 Attributive Clauses

To make the terms clear and precise to avoid the possibility of being misunderstood, a large number of structure are often used in clauses in business contracts. Attributive clauses separated with the center widespread word, a term with multiple side by side, or an attributive clause modifying the case of multiple centers are also common word.

For example, A reply to any offer, which purports to be an acceptance but contains

additions, limitations or other modifications, is a rejection of the offer and constitutes a counteroffer. “which” Guide the restrictive attributive clause modified reply.

Translation：“对发价表示接受，但载有添加、限制、或其它更改的答复，即为拒绝该项发价并构成还价”。

For example, The seller must deliver goods which are of the quantity, quantity and descriptions required by the contract and which are contained or packed in the manner required by the contract.

Sentence of “which” in attributive clause is to guide the terms of provisions of goods, rather than depicted and described the deep structure of sentences. “Goods must be”，如译成：“卖方必须交付??的货物”, Semantic ambiguity. Therefore, the deep structure of the sentence can be translated in accordance with the subject-predicate structure in Chinese, So it’s can be translated into卖方交付的货物必须与合同所规定的数、质量和规格一致，并按照合同所规定的方式装箱或包装”。 2.2.2 Adverbial Clauses

As adverbial clauses highlight the flexibility and diversity, they are often used in business contract, such as the number of adverbial modification of a verb or an adverbial contains another very common.

For example, with in 30 days after the signing and coming into effect of this contract, the buyer shall proceed to pay the price for the goods to the seller by opening an imbecile L/C for the amount of USD 30.000, in favor of the seller through a bank at export port .The backbone of the sentence The buyer shall proceed to pay the price to the seller which contains a time adverbial with in 30 days after the signing and coming into effect of this contract.Business contracts, said many of the time adverbial is a Party at a certain time and must assume a certain obligation, or to enjoy certain rights, namely, timeliness, Therefore, the center of the whole sentence is not a verb in a sentence of time but the action occurs. If it is translated into Chinese to highlight the effectiveness of behavior, the time adverbial should be as close to that obligation, the responsibility of the word “shall” sentence also contains a complex manner adverbial by opening an irrevocable L/C according to the language of Chinese norms manner adverbial usually before the verb, the sentence can be translated as “买方须与本合同签字并生效后30天内通过出口地银行开立以卖方为受益人的不可撤销信用证支

付全部货款计30000美元。”

3. The Translation Strategies of Business Contracts

3.1 Translation Accuracy

Key words translation in contracts should have a deep understanding of its exact meaning, and must have not ambiguity, otherwise it would cause a distortion of party to a contract, or even result in economic disputes. 3.1.1 Vocabulary Accuracy

Due to the particularity of business contract, it often involving some special vocabularies, the following are some illustrates on abbreviation and glossary. In terms of abbreviations, as the form and the meaning are fixed, the people won’t because understand questions or to express innovation and arbitrary use the term, simple palpability, diminish error, saving time and improve efficiency, such as FCA(free carrier 货交承运人)，CIF(cost insurance and freight 成本、运费加保费), C/O(care for 提交)， L/C(Letter of credit 信用证). Some law terms as, cooperate bylaw(工作细则)，ultra vires contract(越权订立合同)，breach of contract (违约) and some same words in other means, such as action行动——诉讼，motion 运动——提案，sentence 句子——判决，immunity 免疫力——豁免权 For example,

A: US.500 per metric ton CIF2% Ningbo. CIF2% as a abbreviation and means CIF including 2% commission.

译文：宁波港全额到岸价每吨500美元，含2%佣金

B: CN.500 per metric ton FOBD1% Shanghai. CN means Chinese Yuan. FOBD1% means less 1% discount.

译文：上海离岸价每箱500人民币，扣除1%折扣。

Glossary refers to the specific areas of international trade terminology, it has its own union. For example, “The Seller shall preset the following documents for negotiation /collection to the banks.” This is the payment terms that often appear in the sentence, negotiation and collection here are glossary if translate into 谈判and 收取, the sentence above would be confused , to

people ,here they means “议付” and “托收”.

译文: 卖方必须将下列单据提交银行议付或托收

From above we can see, in order to ensure the accuracy of the translation, we must be familiar with the background and remember these special words and their usage. In order to grasp and apply them to the actual translation and apply them to the special circumstances, and to translate accurately and avoid misunderstand, we’d better start with a large number of the contracts defines and the terms of the contracts, the meaning should be defined and fully explained in order to avoid disagreement. 3.1.2 Number Accuracy

Words related to the terms of the contracts payment provisions of the most important, which is the party most concerned, to eliminate loopholes in the contracts amount for the English translation must be both sensitive and must not be omtted. For example, 译文：合同总价为叁佰贰拾万美元 A The total cont value is $3.200.000 B The total cont value is US$3.200.000

On the surance, Translation A is correct, and it is also frequent in textbook, however, as an officially contract, Translation A was not accurate enough, even exists serious vulnerability because in our daily life $ is usually means US$, but it may represent HK$, Can $, so the translation B is more rigorous and accurate.

In terms of the contract value of translation, we must pay special attention to the numbers and the currency, while, we also need to check it if there are mistakes or vulnerabilities to avoid future trouble. 3.2 Translation Profession

Business contract is complex, because it’s highly requirement, and in addition to the above professional vocabulary, terms, etc. The most important professional is its legal characteristics; It must stay in the law in the category of execution. Even if a contract the literal translation no problem, but it conflicts laws, even if the translation is accurate or even perfect, the translation is failure. That is only a white paper cannot play any role, so a professional international trade workers understand the relevant laws and regulations about contracts is necessary, also is a must. It will involve a lot of professional term in the contract the world in the contract have the meaning of a single, clear, cannot be understood

as ordinary, common meaning. For example, collection , confirm , acceptance , tolerance , more or less .Translation: “ 收集”, “ 确认”, “ 接受”,“ 承受”, “ 大约”, But these words can be used as a term in the contract, its meaning is respectively. “ 托收”,“保兑”(confirmed L/ C) , “ 承兑”(Documents against Acceptance) , “ 公差”及“ 溢短装”等。

The Seller shall present the following documents required for negotiation/ collection to the banks. This sentence is the frequently used one in payment terms. Negotiation and collection in the sentence are technical terms. If these words are understood as “谈判”and “收取” instead of “议付”和“托收”. The translation will be ambiguous and puzzling. Partial shipment is allowed. The sentence can be translated as “卖方...托收”. “ Partial shipment is allowed” is the regulation for the shipment in the contracts. If it is translated as “部分装运”，whose item will be understood. The party will think that only part of the goods are shipped. The correct translation should be “允许分批装运”， That is, the seller can send the goods in lots. The others terms such as telegraphic transfer(电汇) , usance L/ C(远期信用证), force majeure (不可抗力) 及sales by sample (凭样品销售) should be translated properly. If one can’t know about the technical knowledge, even if looking up them in the dictionary, it is difficult to master the exact meaning. One should understand the special meaning of the organization names, shouldn’t confuse one thing with another. For example, consignor,

consignee, shipper, carrier frequently used in the shipment terms and B/L, and is easily. 3.3 Translation Normalization

Cross-cultural awareness refers to the business affairs people of cultural differences of understanding and appropriate response of a kind of business enterprise operation of each link, such as international marketing, human resources management, incentive mechanism needs higher cross-cultural consciousness, it is international trade engaged in international trade personnel must have the basic consciousness. In addition to master the language knowledge and skills outside, still should understand language reflect the foreign culture, so as to be able to cross cultural barriers, proper effective with foreigner exchange information and the thoughts and feelings

Deeply understanding the national cultural, intercultural knowledge study, of utmost creates foreign language culture atmosphere, conducting various activities, which have

adequate opportunity to better understand cultural differences, establishing and improving intercultural communication sensitive and consciousness. 3.3.1 Language Normalization

Language code is mainly manifested in the forms of words. Accurate, grammatically correct, Well-written, native language, in clear and concise expression can result up to understand. Being faithful to the original should be is the first standard of contract translation. In terms of translation method, literal translation should be advocated to the literal translation, as far as possible to keep the original structure and language. Because of the emphasis on plain of avoid once by all means any change or casual style for explain discourse structure, and play. Otherwise it is easy to cause ambiguity, ultimately affect on the translation of the terms of the contract dispute. For example,

The engineer shall be at liberty to object to and require the contractor to remover from the work any person employed by the contractors in or about the execution or maintenance of the works who，in the opinion of the engineer，misconducts himself，or is incompetent or negligent in the proper performance of his duties, or whose employment is otherwise considered by the engineer to be undesirable and such person shall not be again employed upon the works without the written permission of the engineer．

译文: 工程师有权要求承包商立即解雇用来执行合同的人员，这些人员在工程师看来未履行职责或不称职。被解雇的人员未经工程师的书面同意，不得再被雇用。The translation clear diction is not accurate. 3.3.2 Style Normalization

Style is mainly manifested in the standardization of business contract English has unique practical style. Translation should conform to the needs, according to a certain degree of its contends, forms and style directly corresponds to the original style, tight fit, do it well, right. In writing the characteristics of concise strict, serious and grave. Translation in term of the use of works and statements can be appropriately using more formal, conforming to the stylistic vocabulary tends to strengthen law style. For example,

Neither of the parities hereto (to the contract) shall at any time during the continuance hereof (of this contract) deal with any of the shares of the Joint Venture Company owned by the said party whether by sale, pledge or otherwise in any manner inconsistent with the coming

out of its obligations here under (under this contract), In this paragraph “hereto” means “与?的关”,which can be translated into “签约或合同双方”.“hereof” is mostly used in contracts and agreements, often translated into “在?中” or “本?的”, “hereunder” can be translated into “下述”或“以下”. By using these ancient prepositional words, the repetition of words can be avoided, which makes it more formal, more polite, and more appropriate with grave and serious style. In the application of technical terms, “offer” means “提供”“主动”etc in ordinary English, but means “发盘” in business English and “要约” in contracts. The correspondent “offer” should be translated into “要约人”,and “offeree” and “counter offer” into “受要约人” and “反要约”. Obviously the correct use of terms, should be emphasized in styles of writing.

Proper business contract itself has also reflected in the law. In order to “get” the “body” of this unique style, should choose the idioms to conform to the legal norms, or you will lose the tangibility of the original, which affects the full text. For example,

(1)Know All By These Presents：1)本人确认(法律用语)；2)通过这些文件，告知所有的人。其中1)译文比2)规范。

(2)When the failure of the either party to fulfill its contractual in time brings about loss to the other on account of causes other than force majeure, the defaulter shall be datable to pay the penalty.

凡因人力不可以外的原因，一方未能按时履约，而招致对方损失时，未能按时履约方应付罚金。原文中“shall”在此不是表示“将来时”，而是表示法律用语的语言形式，一般译为“应该”或“应”；如果译为“将”则失去原文的风格和特征，也就更说不上“得”原文之“体”了。

Business contract with stylized prose language and structure of the layout of the form, also is the defining feature of its discourse structure. Translation form of some commonly used in the program for Chinese to paraphrase or classical Chinese sentence, or in order to highlight the standardization of chapters, rigorous and precise. For example,

This contract is made by and between the buyer and seller; whereby the buyer agree to buy and the seller agree to sell the under mentioned commodity according to the terms and conditions stipulated below:

兹经买卖双方同意，由买方购进卖方出售下列货物，并按下列条款从严签订本合约。

The L/G shall become valid from the issuing date and shall become null and void after the seller has completed the delivery of the commodities under the contract.

本担保函自开立之日起生效，并将在卖方按合同完成送货之日自动失效。 3.3.3 Profession Normalization

Professional normalization is symbolized in the proper terms and its special forms. The profession of contracts in clues law, economic trade, engineering, financial tax, insurance, storage, shipment, custom, commodity inspection etc. It should be translated on the basis of fall understanding, careful, analysis and accordance with the language habit.

The leader partner submits a copy of the short term cash flow which covers the period from September 1997 to February 1998. Mr. Marchesini highlights the main items of the cash flow, which are the payment for TBMS and plants, purchase of fixed assets and the advance payment to subcontractors for the expenditures.

To translate these words, the key is to master some financial technical terms, such as, cash flow(资金流动、现金流量、现金流转)，endowment finch(留本基金、捐赠基金)，advance payment (预付款)，receipt (收款、收据、收入)，down payment (分期付款的定金、第一期付款、租购交易的定金)，fixed asset (固定资产)，expenditure (支出、费用、支出额、消费额). If the technical terms cannot be understood, the translation will not proper. The exact translation should be,“责任方递交了一份从1997 年9 月到时候1998 年2 月的短期现金流量表。马切西尼先生强调指出：主要的现金流就收入款项而言有集资款和预付款，就支出款项而言有TBM(隧洞掘进机)设备定金、固定资产购置费和分包商预付款。”

The international economic activities are frequent, whose content is extensive, and includes different crossed subjects. The understanding of the words must cover the fields and forms. The translators should be sensitive and eloquent, dealing with the translation carefully. Otherwise, it will lead to the different explanation, curing the unfulfillment of the contracts.

Translation：In case of losses caused by a breach of contract，the financial responsibility shall be borne by the party who has breached the contract．

“经济责任”mainly refers to the violation responsibility which the party violates the contracts. Its translation form includes “赔偿损失”、“支付违约金”、“支付迟延支付

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