Khóa luận Translation of payment terms in the international business contract - Bùi Trọng Tấn

Nội dung text: Khóa luận Translation of payment terms in the international business contract - Bùi Trọng Tấn

1. BỘ GIÁO DỤC VÀ ĐÀO TẠO TRƯỜNG ĐẠI HỌC DÂN LẬP HẢI PHÒNG ISO 9001 : 2008 KHÓA LUẬN TỐT NGHIỆP NGÀNH: NGOẠI NGỮ 1
2. HẢI PHÒNG - 2009 2
3. HAIPHONG PRIVATE UNIVESITY FOREIGN LANGUAGES DEPARTMENT GRADUATION PAFER Translation of payment terms in the international business contract By: Bùi Trọng Tấn Class: NA902 Supervisor: Mai Văn Sao 3
4. HAI PHONG - 2009 4
5. BỘ GIÁO DỤC VÀ ĐÀO TẠO TRƯỜNG ĐẠI HỌC DÂN LẬP HẢI PHÒNG Nhiệm vụ đề tài tốt nghiệp Sinh viên: Mã số: Lớp: Ngành: Tên đề tài: Nhiệm vụ đề tài 5
6. 1. Nội dung và các yêu cầu cần giải quyết trong nhiệm vụ đề tài tốt nghiệp ( về lý luận, thực tiễn, các số liệu cần tính toán và các bản vẽ). 2. Các số liệu cần thiết để thiết kế, tính toán. 3. Địa điểm thực tập tốt nghiệp. CÁN BỘ HƯỚNG DẪN ĐỀ TÀI Người hướng dẫn thứ nhất: 6
7. Họ và tên: Học hàm, học vị: Cơ quan công tác: Nội dung hướng dẫn: Người hướng dẫn thứ hai: Họ và tên: Học hàm, học vị: Cơ quan công tác: Nội dung hướng dẫn: Đề tài tốt nghiệp được giao ngày tháng năm 200 Yêu cầu phải hoàn thành xong trước ngày tháng năm 200 Đã nhận nhiệm vụ ĐTTN Đã giao nhiệm vụ ĐTTN Sinh viên Người hướng dẫn Hải Phòng, ngày tháng năm 200 HIỆU TRƯỞNG GS.TS.NGƯT Trần Hữu Nghị PHẦN NHẬN XÉT TÓM TẮT CỦA CÁN BỘ HƯỚNG DẪN 7
8. 1. Tinh thần thái độ của sinh viên trong quá trình làm đề tài tốt nghiệp: 2. Đánh giá chất lượng của khóa luận (so với nội dung yêu cầu đã đề ra trong nhiệm vụ Đ.T. T.N trên các mặt lý luận, thực tiễn, tính toán số liệu ): 3. Cho điểm của cán bộ hướng dẫn (ghi bằng cả số và chữ): Hải Phòng, ngày tháng năm 2009 Cán bộ hướng dẫn (họ tên và chữ ký) NHẬN XÉT ĐÁNH GIÁ 8
9. CỦA NGƯỜI CHẤM PHẢN BIỆN ĐỀ TÀI TỐT NGHIỆP 1. Đánh giá chất lượng đề tài tốt nghiệp về các mặt thu thập và phân tích tài liệu, số liệu ban đầu, giá trị lí luận và thực tiễn của đề tài. 2. Cho điểm của người chấm phản biện : (Điểm ghi bằng số và chữ) Ngày tháng năm 2009 Người chấm phản biện 9
10. ACKNOWLEDGEMENT In the process of completing this research paper, I have received great deal of helps, guidance and encouragements from teachers and friends. First of all, I would like to express my deepest thank to my supervisor, Mr Mai Van Sao (BA) who has offered me suggestion on how to shape the study and always been most willing to give me valuable advice, helpful comments, corrected my graduation paper as well as inspired me with his helpful advice and ideas. I also would like to express my sincere thanks to all teachers in the Department of Foreign language, who have thoughtfully trained me in the last four years. Finally, as always I wish to express my special thanks to my family, my friends and my brother for their understanding and encouragement throughout the preparation of this paper. This research paper has been completed with my best knowledge. However, errors and mistakes are unavoidable because of my limited knowledge. Thus, I am looking forward to receiving the reflection, sympathy and contribution from teachers to make it more perfect. Hai phong, June 2009 Bui Trong Tan 11
11. Content Acknowledgement Part one: INTRODUCTION 1. Rationale of study 3 2. Aims of study 4 3. Methods of study 5 4. Scope of study 5 5. Design of study 5 Part two: DEVELOPMENT Chapter one: Theoretical Background I. Translation theory 6 1 Definitions 6 2 Translation types 7 II. Translation of ESP 8 1 Definition of ESP 8 2 Type of ESP 10 3 Payment terms and conditions ESP translation 11 Chapter two: General knowledge of international business contract I. An overview on international business contract 1. Definitions 13 2. Some characteristics 13 3. Forms of contract 13 4. General terms and conditions 14 4.1 Commodity 16 4.2 Quality 16 4.3 Quantity 17 4.4 Price 17 4.5 Delivery 18 4.6 Payment 21 4.7 Claim 21 1
12. 4.8 Warranty 22 4.9 Force Majeure 22 4.10 Arbitration 23 Chapter three: A study on translation of payment terms in the international business contract I. Payment 27 1. Definitions 27 II. Translation of payment term in sale contracts from English into Vietnamese 1. Translate into Vietnamese: Contract No SO 1161.000 33 2. Translate into Vietnamese: Contract No 08/TA- ls/09 37 Chapter four: Expected difficulties and suggested solutions in translating of international business contract I. Difficulties 42 II. Solutions 42 Part three: CONCLUSION 44 References 46 Appendix 2
13. Part I: INTRODUCTION 1. Rationale of study Around the world, there are an estimated 1 billion people learning English. There are many reasons why learning English has seen exponential growth in recent years, but it all boils down to the fact that English is the “global language” of business, politics, international relations, culture, and entertainment. Although English is not an official language in many countries, it is the language most often taught as a foreign or second language. The English language is the global language for business, and a good command of English will definitely give one who is eyeing a globally competitive business or career a clear edge. Communication problems, whether personal or business, translate directly into losses, zero result in negotiations, incompetence for global business, or the inability to conduct business in the international arena No matter what business you are in, how old you are, how long you have been doing business or who you are doing it with, a very important part of doing business is making a contract. This is really the only thing that is there to make sure your partners do what they say they will do. It is also the only line of defense you have if you don't see eye to eye with your partner, which usually happens in business. Whether it is with a friend, a family member or a stranger off of the street, you must have a contract to protect both of your interests as well as your business. If you don't have a contract, no matter how successful your business is, without one, you leave yourself open to have it all taken away from you. A contract is especially important as many issues will come up down the line, such as: 1) How much Money is invested by Both Partners. 2) How much of the Company each Partner Owns. 3) When and how is the monetary investment paid back to each partner. 3
14. 4) Who controls and oversees the day to day operations of a company and who has the final say in this matter. How much money invested by both partners will play an important role on how much of the company each of you own. That then trickles down to who owns a bigger percentage and usually has the say of day to day operations. This is an important issue to tackle in the agreement as some partners are really investors who want you to run it all. Then there are partners who invest, but want to have control over it as well. This can cause some headaches as every time you go to make a decision they can challenge you on it. Another importance of a contract is to determine when each partner gets paid back, this also can save you from the other partner demanding funds. This especially important when the company has or isn't making much money. If they do go to sue you over this, which in turn could ruin more than your business, as you probably don‟t have the funds to pay them back. So a contract with information on how payback of investments will work is a very important article in the contract. So a contract is supposed to be done for your business and any ventures or partners you have. You can find many sites online, including ours logo2d.com, where you can purchase contracts online for a very good price. Protect Yourself and Your Business! As a result, the study on this subject was chosen so as to improve the writer‟s English skills, especially for those who have been studying English in business and applying them in our future career. 2. Aims of the study After studying this subject, to the followings are expected to be achieved: state the meaning of business contract explain the importance of business contract in reality 4
15. analyze the payment terms and conditions in the authentic business contract. 3. The methods of the study This graduation paper is carried out with view to help learners enlarge their vocabulary and understanding about translation and translation of payment terms in international business contracts. This research paper is mostly based on the collection from reference books, dictionaries of international business and internet. 4. Scopes of the study Most forms of international business contracts are known in English. This task requires that students must master all of them. Today, many import-export companies require business contract translating skill. As above -mentioned, this subject matter is so large and sophisticated that only an analysis on payment terms and conditions in the international business contract is given. 5. Design of the study. The research contains three parts. Part one is the Introduction, which includes Rationale, Scope of the study, Aims of the study, Method of study and Design of study. The second one is development, which consists of three chapters as following:  Chapter I, there is theoretical background of translation  Chapter II gives general knowledge on international business contract, gives examples and analysis of payment terms and conditions in the authentic contracts.  The last are some suggestions in translation of business contract. The third one is conclusion and reference 5
16. Part II: DEVELOPMENT Chapter I: Theoretical Background I. Translation theory I.1.Definitions Translation has existed in every corner of our life. It is considered as an indispensable part in the field of not only literature, culture and religion but also commercial advertisement, popular entertainment, public administration ,international diplomacy, scientific research publication ,judiciary procedure ,immigration and education .Thus, definitions of translation are numerous and a large numbers of writers have written about this subject .In this paper, some various concepts of translation have been collected as follows:  Translation is the interpretation of the meaning of a text in one language (the source text) and the production, in another language of a equivalent text (the target text) that communicates the same message (E.A. Nida, 1959).  Translation is made possible by an equivalent of thought that lies behind its different verbal expressions (Savory,1968).  Translation is the transformation of a text originally in one language into an equivalent in the content of the message and the formal features and the roles of the original (Bell,1991).  Translation is studying the lexicon, grammatical structure, communication  Newmark (1988): Translation is rendering the meaning of a text into another language in the way that author intended the text. Although these definitions are different in expression ,they share common features about finding the closest equivalent in meaning by the choice of appreciate target language‟s lexical and grammatical structures ,communication 6
17. situation ,and cultural context .Some sort of movement from one language to another also depends on translation types that will be show in the next part. I.2. Translation types The translation types are often categorized by the number of areas of specialization .Each specialization has its own strategies and difficulties .Some translation types are list as following: Word –for- word translation: the SL word order is preserved and the words are translated by their most common meanings. Cultural words are translated literally. The main use of this method is either to understand the mechanics of the source of the source language or to construe a difficult text as pre-translation process. Literal translation: Literal translation is a broader form of translation, each SL word has a corresponding TL word, but their primary meanings may differ. The SL grammatical constructions are converted to their nearest TL equivalent but the lexical items are again translated out of the context. Literal translation is considered the basic translation step, both in communicative and semantic translation, in that translation starts from there. As pre-translation process, it indicates problems to be solved. Faithful translation :It attempts to reproduce the precise contextual meaning of the original within the constrains of the TL grammatical structures .It transfers cultural words and preserves the degree of grammatical and lexical deviation from SL forms .It attempts to be completely faithful to the intentions and the text-realization of the SL writer. Semantic Translation: It differs from faithful translation only in as far as it must take more account of the aesthetic value of the SL text, compromising on meaning where appropriate so that no assonance, word play or repetition jars in the finished version .It does not rely on cultural 7
18. equivalence and makes very small concessions to the readership. While faithful translation is dogmatic, semantic translation is more flexible. Newmark (1982:22) says that “ semantic translating where the translator attempt, within the base syntactic and semantic constrains of the TL, to reproduce the precise contextual meaning of the author”. Free translation: means the translation isn‟t close to the original, but the translator just transmits meanings of the SL in his own words. It reproduces the matter without the manner, or the content without the form of original .Usually it is a paraphrase much longer than the original .Therefore , the text in TL sounds more natural .On the contrary ,translating is too casual to understand the original because of its freedom. Idiomatic Translation: Idiomatic translation is used for colloquialism and idioms whose literalism is the translation by which the translator does not transfer the literalism of the original, uses the translation of colloquialism and idioms. Communicative translation: it attempts to render the exact contextual meaning of the original in such way that both language and content are readily acceptable and comprehensible to the readership. “ But even here the translator still has to respect and work on the form of the source language text as the only material basis for his work” (Peter Newmark ,1982:39). II. Translation of ESP II.1.1.Definitions of ESP: English for Specific purposes (ESP) is a worldwide subject. Hutchinson and Waters (1987) noted that two key historical periods breathed life into ESP. First, the end of the Second World War brought with it an “ age of enormous and unprecedented expansion in scientific, technical and economic activity on an international scale for various reasons, most notably the economic power of the 8
19. United States in the post-war world, the role [of international language] fell to English” (p.6).Second, the Oil Crisis of the early 1970s resulted in Western money and knowledge flowing into the oil-rich countries. The language of this knowledge became English. The general effect of all this development was to exert pressure on the language teaching profession to deliver the required goods. Whereas English had previously decided its own destiny, it now became subject to the wishes, needs and demands of people other than language teachers (Hutchinson & Waters, 1987, p.7). The second key reason cited as having a tremendous impact on the emergence of ESP was a revolution in linguistics .Whereas traditional linguistics set out to describe the features of language, revolutionary pioneers in linguistics began to focus on the ways in which language is used in real communication. Hutchinson and Waters (1987) point out that one significant discovery was in the ways that spoken and written English vary. In other words, given the particular context in which English is used, the variant of English will change. This idea was taken one step farther. If language in different situations varies, then tailoring language instruction to meet the needs of learners in specific context is also possible. Hence, in the late 1960s and early 1970s there were many attempts to describe English for Science and Technology (EST). Hutchinson and Waters (1987) identify Ewer and Latorre, Swales, Selinker and Trimble as a few of the prominent descriptive EST pioneers. Hutchinson and Waters (1987) cite as having influenced the emergence of ESP has less to do with linguistics and everything to do psychology .Rather than simply focus on the method of language delivery, more attention was given to the ways language is acquired. Learners were seen to employ different learning strategies, to use different skills, to enter with different learning schemata, and to be motivated by different needs and interests. Therefore, focus on the learners‟ needs became equally paramount as the methods employed to 9
20. disseminate linguistic knowledge. Designing specific courses to better meet these individual needs was a natural extension of this thinking. To this day, the catchword in ESL circles is learner-centered or learning-centered. Theorists Dudley-Evans and St John (19980 modified Stevens‟s original definition of ESP to form their own English and added more variable characteristics. They assert that ESP is not necessarily related to a specific discipline. Furthermore, ESP is likely to be used with adult learners although is could be used with young adults in a secondary school setting. As for a broader definition of ESP, Hutchinson and Walters (1987) theorize, “ESP is an approach teaching in which all decisions as to content and method are based on the learner‟s reason for teaching” (p.19).Anthony (1997) notes that, it is not clear where ESP courses end and general English courses begin; numerous non-specialist ESL instructors use and ESP use an ESP approach in that their syllable are based on analysis of learner needs and their own personal specialist knowledge of using English for real communication. II.1.2.Types of ESP. David Carter (1983) identifies three types of ESP: English as a restricted language English for Academic and Occupation Purposes English with specific topics The language used by air traffic controllers or by waiters are example of English as a restricted language. Mackay and Mountfound (1978) clearly illustrate the difference between restricted language and language with this statement: the language of international air-traffic control could be regarded as “special”, in the sense that the repertoire required by the controller is strictly limited and can be accurately determined situationally, as might be the linguistic needs of a dining-room waiter or air-hostess. However, such restricted repertoires are not language, just as a tourist phrase book is not grammar. 10
21. Knowing a restricted “language” would not allow the speaker to communicate effectively in novel situation, or in contexts outside the vocational environment (pp.4-5). The second type of ESP identified by Carter (1983) is English for Academic and Occupational Purposes .In the „Tree of ELT‟ (Hutchinson & Walters, 1987), ESP is broken down into three branches: a) English for Science and Technology (EST), b) English for Business and Economics (EBE), and c) English for Social Studies (ESS). Each of these subject areas is further divided into two branches: English for Academic Purposes (EAP) and English for Occupational Purposes (EOP) .An example of EOP for the EST branch is „English for Technicians‟ whereas an example of EAP for the EST branch is „English for Medical Studies‟. The third and final type of ESP identified by Carter (1983) is English for specific topics. Carter notes that it is only here where emphasis shifts from purpose to topic .This type of ESP is uniquely concerned with anticipated future English needs of, for example, scientists requiring English for postgraduate reading studies, attending conferences or working in foreign institutions .However ,I agree that this is not a separate type of ESP .Rather it is an integral component of ESP courses or programs which focus on situational language .This situational language has been determined based on the interpretation of results from needs analysis of authentic language used in target workplace settings. II.2.Payment terms and conditions ESP translation: Payment terms and conditions ESP translation are recently very important because most payment terms and conditions are written in English language which needs to understand deeply .And, it is impossible to contrast a complete translation that captures the universal meaning of the source language in the international business contract without a full understanding about payment terms 11
22. and conditions which is an issue relevant to technical translation. Thus, this part of the study is based on the theoretical background of technical translation. 12
23. Chapter II: General knowledge of international business contract I. An overview on international business contracts 1. Definition An international contract is an agreement between two parties from different countries hereafter called the exporter (seller) and the importer (buyer) on specific goods .The buyer‟s duty is to take goods and make a payment . The above-mentioned definition states clearly: (a)- The contract is an agreement between both parties. (b)- The both sides‟ offices are from different countries .The seller gives goods to the buyer for an exchange of payment (counter-value). (c)- Goods to be sold here can be specific goods or generic goods. (d)- The title pass from the seller to the buyer .It differs widely from a labor contract and there is no title-passing. 2. Some characteristics of an international contract An international contract that differs from domestic sale contract bases on following characteristics: To transfer goods to another border‟s country from a country. Foreign currency can be used. Parties taking part in contract come from different countries. Of these characteristics, the third one is important. 3. Forms of contract There are various forms of contract in English basing on its content  Development Contract  Stock Purchase Contract 13
24.  Technology Transfer Contract  Technology Exchange Contract  Technology Assistance Contract  Research Collaboration Contract  Research and Development Contract  Joint-Venture Contract  Trust Contract  Lease Contract  Sales Contract  Distributorship Contract  License Contract 4. General terms and conditions of a contract There are two main parts in international contract .Those are representations and terms and conditions. Representations which are made up a) Contract Number b) Place and signing date of contract which are written on the top page .For example: Hai Phong April 12, 2009 or the present contract was made and entered into at Hai Phong on April 12, 2009 by and between. In some cases, place and the date on which the parties signing this contract are at the bottom. For example : The present contract was made at Hai Phong on April 12,2009 in quadruplicate , two of which are kept by each party. c) Name and address of each party Ex: ABC company, Address 14
25. Tel /Fax Email . Represented by Mr Bank account No ( herein –after referred to as the Seller or the Buyer). d) Definitions Definitions are varied, for example: The term “Product” means the software products in object code form, documentation and material described in Exhibit A. or: “Affiliate” shall mean any entity which is controlled by or in control of or under common control with another specified entity. or : “Control” shall mean a 25% or large ownership of issued and outstanding voting securities or common officers or directors or a contractual relationship allowing one entity to assume or substantially influence the management or operation of another . In international contract , business means the risk and to avoid misunderstanding and all disputes which may arise from at any time any where and even causing losses or damages to either parties ,so terms and conditions applied on the contract must be draft carefully. For instance: 15
26. Terms and conditions in a contract include: 4.1. Commodity: - Must be given a proper name of a product. Besides its trading name, it is also given scientific and proper name. People name a proper product with locality, for example: Trung Nguyen‟s coffee, wine of Bordeaux. 4.2. Quality: - Quality means chemical , physical characteristics of a product , size and capacity Quality of a product can be classified : 1. Basing on the sample: that is a small amount of things taken from a large amount in order to test .By this way, people discover that how defective a product is. 16
27. 2. Basing on category or standard: We base on product‟s quality, method of producing and processing. 3. Basing on product‟s specification: that is a detained description of weigh, size, and capacity of that product. 4.3. Quantity: In business transaction, unit of measuring is different from a country to another, causing misunderstanding. For example: - foot a unit for measuring length equal to 12 inches or 30.48 cm or = 0.304 m; -ounce a unit for measuring weight equal to 28.35 grams . 4.4. Price: Price is understood as F.O.B (Free on Board) or C.I.F ( cost ,insurance and freight ) . For example : USD xxxxx –CIF Haiphong port, Vietnam (Incoterms 1990) it means the seller under this contract his duties are to bear all expense and at the buyer‟s request to obtain insurance policy and pay freight . 17
28. 4.5. Delivery: Delivery is a process of sending goods from one place to another. Time of delivery means that risk for loss or damage to the goods passes from the seller to the buyer when the seller has fulfilled his obligation to deliver the goods. A question has to be asked? If a delivery date is fixed, however, delivery is late. So time of delivery must be clearly stated in the contract. Time of shipment can be classified into 3 kinds: 4.5.1 Duration of delivery: - On a fixed date of delivery, for example on December 31st, 2008. - Or not later than December 31st, 2008. - Or within 6 months after concluding the contract, at Seller‟s option. 4.5.2 Prompt shipment : - Prompt shipment. - Immediately shipment. - As soon as possible. 4.5.3 Duration of time is not clearly stipulated: - Shipment by first available steamer. (Giao hàng cho chuyến tàu đầu tiên). - Subject to shipping space available. (Giao hàng khi nào có khoang tàu). - Subject to the opening of L/C (Giao hàng sau khi nhận được L/C). Let‟ take an example for illustration: Article 8. Firm Order and Shipment JEX shall place a firm order for the Products with Robert at the end of every month , and Robert shall ship the Products to the place designated by JEX on 18
29. the basis of CIF Yokohama , Japan, within fifteen ( 15) days after receipt of the firm order. [ source : from Nguyen Thanh Yen – Huong dan soan hop dong bang tieng Anh on page 86 ] CODES OF DELIVERY TERMS ACCORDING TO INCOTERMS 2000 Meaning Place to be indicated when Incoterms Incoterms ICC/ECE required Code Geneva EXW ex-works location of works FCA free carrier agreed place FAS free alongside ship agreed port of loading FOB free on board agreed port of loading CFR cost and freight (C&F) agreed port of destination CIF cost, insurance and freight agreed port of destination CPT carriage paid to agreed place of destination CIP carriage and insurance paid to agreed place of destination agreed Place of Delivery at DAF delivered at frontier Frontier DES delivered ex-ship agreed port of destination 19
30. after customs clearance, . . agreed DEQ delivered ex-quay port agreed place of destination in DDU delivered duty unpaid arriving country agreed place of delivery in DDP delivered duty paid arriving country 20
31. 4.6. Payment Payment will be made in advance, at sight, after sight. Such payment shall be made in the whole or a part. The terms and condition of payment will be discussed in the chapter III. 4.7. Claim Claim is a demand that a party asks the other to solve losses or damages which arise from the contract. Such claims revolve around quantity, quality, packing or delay in delivery. 21
32. Warranty A warranty is a written agreement in which the seller gives a promise to repair or replace product or goods if there is a problem within a particular period of time. An example below is extracted from a contract: Article 6 Guarantee 6.1 The contracted goods shall be guaranteed within 12 months from the signing of commissioning certificate but not exceeding 18 months from date of delivery (B/L date). 6.2 The seller is responsible for any defect, vice due to materials or bad workmanship revealed within the period of guarantee. Force majeure In business transactions, the parties signing contract often state clearly the events which may happen. In such cases neither party fail to exercise their obligation under this contract. Force majeure is unexpected circumstances such as wars , riots , insurrections , Acts of God , or similar occurrences : strikes ,lockouts or other labor unrest ; newly introduced laws or government regulations : fire , explosion , or other unavoidable accident : flood , storm , earthquake or other abnormal events . Such provision is called force majeure clause or exemption clause. For example: Article 10 The contracting parties are not responsible for the non-performance of any contract obligation in case of usually recognized force majeure. As soon as occurred the condition under which force majeure has been invoked, ie. Extra ordinary, un-foreseenable and irresistible event, a cable should be sent to the other for information. 22
33. A certificate of Force majeure issued by the competent Government Authorities will be sent to the other party within 7 days. As soon as the condition under which force majeure has been invoked has been ceased to exist, this contract will enter immediately into force. This Article is extracted from “Ky thuat nghiep vu ngoai thuong by Vu Huu Tuu” 4.10 Arbitration If dispute arising from both parties agree to choose the third party as Arbitration .That is place of settlement, process of settling, law applied and final settlement. The decision made by arbitration shall be final and biding both parties. Arbitration‟s fee shall be borne by the losing party. 23
34. At the end of the contract, there is signature of the two parties: 25
35. Apart from these above mentioned-terms and conditions, appendix is often attached to the contract: 26
36. Chapter III: A study on translation of payment terms in the international business contract. In chapter II the general terms and conditions of business contract were discussed. In chapter III, there will be a look on terms of payment extracted from authentic business contracts. I. Payment A transfer of something of value to compensate for goods or services that have been, or will be, received. Payment can be made in cash, on credit or by a transfer of ownership of assets. The opening section of term of payment in a authentic business contract is often puzzling; it is hard to see how is the L/C, irrevocable L/C, Beneficiary or what do the meaning of these words? Sadly, knowledge on trade transaction or business contract is limited. So, what is clue to solve this problem? And there are some definitions and explanations related to business contract, especially, in payment section as follows: 27
37. Letter of Credit( Tín dụng thư) What is a Letter of Credit? A Letter of Credit is a payment term generally used for international sales transactions. It is basically a mechanism, which allows importers/buyers to offer secure terms of payment to exporters/sellers in which a bank (or more than one bank) gets involved. The technical term for Letter of credit is 'Documentary Credit'. At the very outset one must understand is that Letters of credit deal in documents, not goods. The idea in an international trade transaction is to shift the risk from the actual buyer to a bank. Thus a LC (as it is commonly referred to) is a payment undertaking given by a bank to the seller and is issued on behalf of the applicant i.e. the buyer. The Buyer is the Applicant and the Seller is the Beneficiary. The Bank that issues the LC is referred to as the Issuing Bank which is generally in the country of the Buyer. The Bank that Advises the LC to the Seller is called the Advising Bank which is generally in the country of the Seller. The specified bank makes the payment upon the successful presentation of the required documents by the seller within the specified time frame. Note that the Bank scrutinizes the 'documents' and not the 'goods' for making payment. Thus the process works both in favor of both the buyer and the seller. The Seller gets assured that if documents are presented on time and in the way that they have been requested on the LC the payment will be made and Buyer on the other hand is assured that the bank will thoroughly examine these presented documents and ensure that they meet the terms and conditions stipulated in the LC. 28
38. Typically the documents requested in a Letter of Credit are the following: Commercial invoice Transport document such as a Bill of lading or Airway bill, Insurance document; Inspection Certificate Certificate of Origin But there could be others too. Letters of credit (LC) deal in documents, not goods. The LC could be 'irrevocable' or 'revocable'. An irrevocable LC cannot be changed unless both the buyer and seller agree. Whereas in a revocable LC changes to the LC can be made without the consent of the beneficiary. A 'sight' LC means that payment is made immediately to the beneficiary/seller/exporter upon presentation of the correct documents in the required time frame. A 'time' or 'date' LC will specify 29
39. when payment will be made at a future date and upon presentation of the required documents 30
40. Letter of credit(L/C) Thư tín dụng Irrevocable L/C Tín dụng thư không thể huỷ ngang Revocable L/C Tín dụng thư huỷ ngang Confirmed irrevocable L/C Tín dụng thư được xác nhận và không thể huỷ ngang At sight Trả ngay Beneficiary Người thụ hưởng Applicant Người mở tín dụng thư Documentary Credit Bộ chứng từ thanh toán Issuing Bank Ngân hàng phát hành Advising Bank Ngân hàng thông báo Commercial Invoice Hoá đơn thương mại 31
41. Bill of lading Vận đơn đường biển Airway bill Vận đơn hàng không Insurance document Chứng từ bảo hiểm Inspection certificate Giấy chứng nhận kiểm dịch Certificate of origin Giấy chứng nhận xuất xứ Certificate of quantity Giấy chứng nhận số lượng Certificate of quality Giấy chứng nhận chất lượng 32
42. II. Translation of payment terms in sale contract from English into Vietnamese The sales contracts as following illustrate the most contract pattern: no matter how long a contract is, or how to translate a contract into Vietnamese , it can still follow this one-sentence pattern. Let’s look at the grammar of the sentence and analyze several sentences, especially, in payment section. 33
43. Thanh Toán Người bán sẽ được thanh to án b ằng L/C(t ín d ụng th ư )kh ông hu ỷ ngang,kh ông chuy ển nh ư ợng l ại v à kh ông h ạn đ ịnh tr ả ngay mở bởi Ng ân h àng Vietcombank (Ng ân h àng ngo ại th ư ơng Việt Nam ) h o ặc Ng ân h àng BIDV (Ng ân h àng đ ầu t ư v à ph át tri ển ) ho ặc Incombank(Ng ân h àng c ông thương )hay t ại Ng ân h àng n ông nghi ệp v à ph át tri ển n ôn g th ôn . L/C(t ín d ụng th ư) ph ải m ở tr ư ớc ng ày 25 th áng 10 n ăm 2007 kèm theo m ỗi t ài li ệu đ ính k èm( li ên quan t ới L/C).Ng ư ời bán s ẽ y êu c ầu g ửi F AX 1 b ản ph ot o về vi ệc m ở L/C của ng ư ời mua ki ểm tra mu ộn nh ất v ào ng ày 24 th áng 10 n ăm 2007. Việc mở L/C chậm Trong tr ư ờng h ợp L/C kh ông đ ư ợc m ở đ úng ng ày trong hợp đồng này ho ặc kh ông ph ù h ợp v ới h ợp đ ồng,Ng ư ời b án c ó quy ền hu ỷ h ợp đ ồng v à có quyền bảo lưu quyền khiếu nại về những thiệt hại và sẽ giao hàng trong 1 thời gian hợp lý sau khi nhận được 1 L/C hợp lệ mà không chịu bất kỳ mức phạt nào.Và Người bán có thể yêu cầu người mua kéo dài ngày giao hàng muộn nhất và ngày hết hạn của L/C bởi việc mở L/C muộn và không hợp lệ. Kh ông giao h àng Trong trường hợp không giao hàng ,người bán sẽ phải tr ả tối đa là 1% giá trị của bản hợp đồng.Việc thanh toán cho những tổn thất như vậy sẽ là trách nhiệm của bên b án do vi phạm hợp đồng và người mua không phải đ ền b ù b ất k ỳ 1 kh o ản n ào kh ác theo h ợp đ ồng n ày. Hai b ên th ỏa thu ận r ằng m ọi thi ệt h ại do b ên mua vi ph ạm s ẽ l à nh ững t ổn th ất h ợp l í m à b ên mua ph ải ch ịu. Notes: By irrevocable, non-transferable and unrestricted letter of credit payable at sight to be opened by in favour of Seller 34
44. This is a passive sentence. The word “by” here means (that) payment is made by (cash, coin, gold .) or the seller will obtain payment from the buyer by .and “at sight” is commonly understood as at once/immediately. Letter of credit to be opened on/before 25 October 2007 as per Appendix I (herein referred to as the L/C). “herein referred to as” is commonly used in language of contract; for example: herein after called Buyer/ Seller(sau đây/dưới đây được gọi là người mua/bán). Late Issuance of L/C In the event the L/C is not issued on the date herein mentioned or L/C is not issued in accordance with this contract, Seller has the right to cancel the contract and reserves its right to claim damages or ship the cargo within a reasonable period after receipt of an acceptable L/C without any penalty. This is also a passive voice. The Adv phrase “ in the event” is same meaning “in case of ”. In structure, not only first sentence but second one is parallel such as: is not issued and the right to . and to. More importantly, it is hard to see how “herein” and “herein mentioned”. These words cause confusion because, in many documents, especially, in business contract, these words like “hereof”, “hereby”, “hereinafter”, never met before. In fact, these are only simple words. The function of “herein” is adverbial and just understood as “trong hợp đồng này” as in Vietnamese. Normally, it comes after a noun phrase. Grammatically, of course, the use of prepositional phrase such as “within a reasonable period after receipt of an acceptable L/C without .” Or “in accordance with” makes the sentence simplify and easily understand. Buyer is required to extend the latest shipment date and expiry date on the L/C per Seller’s requested period accordingly due to late or unacceptable L/C issuance 35
45. The two clauses in Bold are subordinate clauses; for instance: he’s gained high mark in final examination due to/because of his every effort. The Buyer required by the Seller to do sth is due to/because of sth. The abbreviation of the “per” may also cause misunderstanding. It exactly like “as per in accordance with”. Non-delivery In the event of non-delivery, Seller shall pay upon a maximum of 1 % contract Amount as liquidated damages for non-shipment. Payment of such liquidated damages shall be Seller’s sole liability for such breach and Buyer shall have no other remedies hereunder or at law. The parties agree that Buyer’s damage for such breach is a reasonable estimate of the damages Buyer would suffer. The present of phrase “in the event” creates confusion again. Why is “in the event of non-delivery” or “in the event the L/C is not issued on the date herein mentioned‟‟? The answer is that either “that clause” or “noun phrase” can come after “in the event”. Moreover, a great number of new words are present, “liquidated damages”, “sole liability”, “breach”, “remedy”, “hereunder” ,for example. In other words, how to discover the meaning of these words event in Vietnamese let alone in English? ; in this case, however, they are just simple words and not understood at all. Beside, grammatically, post modifier in noun phrase such as “of such liquidated damages” or “of the damages” and, in structure, “S V O” or “S V C” are used creatively. 36
46. CONTRACT No 08/TA- ls/09 Is entered into as of the 30th of April, 2009 Between: Viettien garment corporation 07 Le Minh Xuan, Tan Binh district,Ho Chi Minh city, Viet Nam Tel: 84-8-38640800 (22 lines) Fax : 84-8-38645085-38654867 Account No. USD. 003.1.37.001811.6 or VND .003.1.00000196.6 in Vietcombank Ho Chi Minh Branch Represented by Mr. Nguyen Ngoc Trung – Managing Director Hereinafter called "party A" And : Schude Jare corporation 4th Floor, 29-05, Soren Florida ,Florida, America. Tel: 822 766 0478 Fax 822 766 0477 Represented by Mr: David Pluto - Director Hereinafter called "partyB". We, both parties, agree to sign and implement this contract with the following conditions and terms: . 37
47. Article 5: Payment * Payment by Irrevocable and confirmed L/C at sight. *Confirming charges will be borne by the Seller. * Validity of Irrevocable L/C: 10 (ten) days after opening day of L/C. All charges regarding L/C amendment shall be borne by the party require L/C amendment. * Documents for payment: Payment shall be made upon presentation to the bank of the following documents: - Clean Shipped on board Ocean Bill of lading, original, in triplicate. - Commercial invoice, original, in triplicate - Quality/Quantity certificate issued by the Viet Nam Chamber of Commerce Industry in triplicate. - Certificate of original in triplicate, issued by the authorized body. - Packing list in triplicate Thanh to án B ằng L/C kh ông h u ỷ ngang v à x ác nh ận tr ả ngay C ác ph í t ổn x ác nh ận do ng ư ời b án ph ải ch ịu thanh to án. Hi ệu l ực c ủa L/C kh ông hu ỷ ngang l à 10 ng ày sau ng ày m ở L/C.M ọi ph í t ổn li ên quan đ ến vi ệc s ửa đ ổi L/C s ẽ do b ên s ửa đ ổi L/C ch ịu. C ác ch ứng t ừ cho vi ệc thanh to án : 38
48. Vi ệc thanh to án s ẽ đ ư ợc th ực hi ện khi tr ình ng ân h àng b ộ ch ứng t ừ sau: -B ộ v ận đ ơn s ạch đ ư ờng bi ển ,b ản g ốc, 3 b ản. -Ho á đ ơn th ư ơng m ại ,b ản g ốc,3 b ản. -Gi ấy ch ứng nh ận v ề s ố l ư ợng ,ch ất l ư ợng do Ph òng th ư ơng m ại v à c ôn g nghi ệp Vi ệt Nam c ấp, 3 b ản. Gi ấy ch ứng nh ận xu ất x ứ,3 b ản ,do c ơ quan c ó th ẩm quy ền c ấp. -Danh s ách đ óng g ói,3 b ản. Non-transferable Không chuyển nhượng Transferable Chuyển nhượng Unrestricted Không hạn định Restricted Hạn định In favor of Ghi tên Herein reffer to Liên quan đến . Issue Mở/ phát hành In accordance with Phù hợp 39
49. Right Quyền Cancel Huỷ bỏ Reserve Lưu giữ Claim Khiếu nại Damage Thiệt hại Penalty Phạt Extend Kéo dài Per Theo Due to Bởi vì Acceptable Hợp lệ Unacceptable Không hợp lệ Liquidate Thanh toán/ Trả tiền 40
50. Liability Trách nhiệm Breach Sự vi phạm Remedy Sự bồi thường Reasonable Hợp lệ Suffer Gánh chịu/mắc phải Confirm Xác nhận Bear Chịu Charge Phí tổn Amendment Sự thay đổi 41
51. Chapter IV: Expected difficulties and suggested solutions in translating of international business contract 1. Difficulties in translation of payment terms in the international business contract. Translation is appreciated a field which requires learners and researchers study hard, look for and hunt from many various sources ,reference documents. Especially, translation of specialist‟s field like business contract is more difficult and complicated. In order to gain a comparatively good translation skill, it is necessary to court, to collect specialist documents and information, and then learners may start the process of translating term from English into Vietnamese. First of all, in general, we feel not familiar with payment terms and conditions and we can not translate terms influently because the knowledge about this area is limited. A term in normal context has popular meaning, but when it is put in specialist context, its meaning changes and translator, sometimes, feelings confusing. He or she does not know how to convert it, transfers it so that readers can understand the meaning. The second difficulty is that students lack of practice information about this field. Students have not much precious chances to take part in doing works in business transaction, how it is fixed or which purpose it is used for. For this reason, the translation of terms of payment from English into Vietnamese is not standard. The third difficulty is that the scope of business transaction is regarded so large and learners have to select a suitable aspect in this field. Too much information may divert translators from a right way to supply readers a simple but exact and meaningful translation result. 2. Suggested solutions for business translation First of all, translators should base on the context to predict the meaning of the terms because context is the most important factor affecting translation. However, a question is raised: “How do we make prediction?” The answer for the question is: “we make them from the context of situation”. The situation in 42
52. which the text or the linguistic interaction takes place gives the participants a great deal of information about the meanings that are being exchanged. And the kinds of description or interpretation of the context that is going to be the most adequate for the linguist is one that catheterizes it in those terms- in terms that enable the translators to make the predictions about the meanings, of a kind that will help to explain how people interact in daily life, in general, and in business field, in particular. Secondly, translators ought to have knowledge about business, especially language of contract. To have knowledge of language of contract, translators should read many documents relating to business field such as New York‟s Times Along with reading business documents, translators should practice with those terms frequently so that they can have good translation. In some cases, translators can use dictionaries, but it is better if they use business dictionaries. Finally, besides the theoretical knowledge, translators must have experiences of translation. The experiences must be collected from the fact. There will be any good translation if the translator does not know what he is translating. Therefore, in order to achieve the aim of having good translation of payment term in the international business contract, translators are required to have deep studies on those term as well as the translation for them. 43
53. Part III: CONCLUSION I. Summary With the help of supervisors, teachers, family and friends, my graduation paper has been completed at last. After consulting and collecting from teacher either English or Vietnamese, I have designed the paper into three parts; the second part which consists of three chapters is major one. Chapter I states common knowledge on translation in general and translation of term of payment in the international business contract in particular. Chapter II gives general knowledge on international business contract, gives examples and analysis of payment terms and conditions in the authentic contracts. The last are some suggestions and solutions in translation of business contract. It hopes that this study can help readers and learners, especially those who study in business field to be master of translation of these terms. Due to the limitation of time and comprehensive knowledge of mine in this field, there are certainly weaknesses in this research paper. Hope that all the weaknesses would receive thoughtful consideration and generous view. Once again, I would like to express my deepest gratitude to my supervisor, Mr Mai Van Sao, as well as all of my teachers in Foreign Language Department for their guidance and comments. II. Suggestions for further study Translation, in general, and translation on payment terms, in particular, is an interesting subject that needs more investigation from authors. On the coming time, researchers intend to study: - Translation of clauses on bill of lading 44
54. - Translation of Letter of Credit in payment terms and conditions - Translation of theory of term of payment in a business contract 45
55. REFERENCES 1. Savory, Theodore.(1969).The art of Translation. London:Jonathan Cape Ltd. 2. Luân, Nguyễn Tường .English for students of sea transport economic department and ship operations. Trường đại học Hàng Hải. 2001 3. Đàn, Nguyễn Trọng .International business contract.Nhà xuất bản thống kê 1980 4. ICC(2000).Những điều kiện thương mại quốc tế.Nhà xuất bản khoa học kỹ thuật. 5. Tửu ,Vũ Hữu .Kỹ thuật nghiệp vụ ngoại thương.Nhà xuất bản giáo dục. 1998 6. Yến, Nguyễn Thành .Hướng dẫn soạn hợp đồng bằng tiếng Anh.Nhà xuất bản tổng hợp thành phố Hồ Chí Minh. 7. 8. 46
56. Appendix 47