国际商法双语复习资料.doc

1、Functions of law: ①Keep the peace ②Enforcing standards of conduct and maintain order ③Facilitating planning ④Promoting social justice 2、Definition of contract( in China ): A contract shall be an agreement whereby the parties establish, change or terminate their civil relationship. 3、Offer: Definition: offer is a proposal by a person to another indicating an intention to enter into a contract under specific terms. Requirements for an offer: ①Intention：订立合同的意愿the offer’s words must give the offeree assurance that a binding agreement is intended. ②Definiteness: 明确具体indicates or describes the goods or services, expressly or implicitly specifies the quantity and the price for the goods. ③Communication: 传到到受要约人an offer becomes effective when it reaches the offeree. 4、Superior force: 不可抗力 Is a clause in contracts which essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties prevents one or both parties from fulfilling their obligations under the contract. Elements: externality, unpredictability, irresistibility. 5、Damages: Compensatory damages provide a plaintiff with the monetary amount necessary to replace what was lost and nothing more. To place the claimant in the position in which he would have been had the contract not been breached. Direct losses, consequential losses, pain and suffering, liquidated damages(约定损害赔偿). 6、Fundamental breach: 根本违约 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. 一方当事人违反合同的结果，如使另一方当事人蒙受损害，以至于实际上剥夺了他根据合同规定有权期待得到的东西，即为根本违反合同。 7、Remedies for the buyers Buyer’s right to compel performance:要求实际履行 the buyer may require performance by the seller of his obligations. If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity constit