第一节 合同常用词(Usual Wording)(1)





一、英文合同常用虚词(Usual Function Words)


1. Here/there/where+介词构成的古体词


基本规则:Here 代表 this,there 代表 that,where 代表 which 或 what 即 here/there/where+介词=介词

+this/that/which or what


Hereby: by means of; by reason of this.特此,由此,兹等意。

例句:The Buyer hereby orders from the Seller the undermentioned goods subject to the following



Herein:in this。此中,于此。

例句:The minimum royalty herein specified shall be paid by Party B to Party A. 在此规定的最低特许权



Hereinafter: later in the same Contract.  以下,在下文。通常与  to be referred to as, referred as, called 连


例 句 : This Agreement is made and concluded on ______, (date)____(year), by and between

_____(hereinafter called Party A) on the one hand and _____(hereinafter called Party B) on the other hand.




Hereof:of this。关于此点,在本文件中。

Hereunder:under this. 本文件规定。

例句:Both parties agree to attempt to resolve all disputes between the parties with respect to the

application or interpretation of any term hereof of transaction hereunder, through amicable negotiation.合




Hereto:to this.本文件的。

Thereof:of that.它的,其。

Thereto:to that 与之,向那里。

例句:“Licensed Products” means the devices and products described in Schedule 1 annexed hereto

together with all improvement and modification thereof or development with respect thereto. “特许产品”

系指在本协议附件 1 中所述的装置和产品,及其全部改进和修改的产品和与之相关的产品。


Herewith:with this.与此,附此。

Thereby:by that means.因此,由此,从而

例句:In any one or more of the provisions contained in this Contract or any document executed in

connection herewith shall be invalid of unenforceable in any respect under any applicable law, the validity

and enforceability of the remaining provisions contained herein shall not in any way be affected thereby.




Thereafter: after that,afterwards. 此后

例句:The Contract for the contractual joint venture shall continue from a period of two years thereafter.



Therein: in that; in that particular context; in that respect.在那里;在那点上;在那方面。

例句:The Leased Premises are deemed to be fit for occupation when the building therein is substantially



Therewith:with that.以此;此外。

例句:The Employer shall indemnify and save harmless the Contractor against and from the same and

against and from all claims, proceedings, damages, costs, charges and expenses whatsoever arising there

out or in connection therewith.业主应赔偿所有索赔、诉讼、损害赔偿、支出、花费、费用,不论因本



Whereby: by the agreement, by the following terms and conditions, etc. 凭此协议,凭此条款等。

例句:This Agreement is made and concluded by and between AA Corporation (hereinafter referred to as

Party A) and BB Company (hereinafter referred to as Party B) whereby the Parties hereto agree to enter

into the compensation trade under the terms and conditions set forth below:  本协议由 AA 公司(以下简

称甲方)和 BB 公司(以下简称乙方)签订。双方同意按下列条款进行补偿贸易。(本句中省略未译)


2.  WITNESSETH, Whereas, Now Therefore, NOW THESE PRESENTS WITNESS, Know All

Men by these presents,In witness Whereof, In Testimony Whereof, Undersigned.


24WITHNESSETH, Whereas, Now Therefore 用于英文合同前言部分,In witness Whereof 用于合同结尾



In Testimony Whereof: in Witness Whereof.以此为证,特立此证。

例句:In Testimony Whereof we have hereto signed this Document on _____ (date) accepted on _____





例句:  NOW THESE PRESENTS WITNESS that it is hereby agreed between the parties hereto as follows:



KNOW ALL MEN by these presents:根据本文件,特此宣布。(通常用于前言部分)

例句:KNOW ALL MEN by these presents that we_____(bank’s name)having our registered office at

______ (hereinafter called “the Bank”) will be bound unto _____(the Owner’s name)(hereinafter called

“the Owner”) in the sum of ____ for payment well and truly to be made to the said Owner, the Bank will

bind itself, its successors and better assignee by these presents.根据本文件,兹宣布,我行,(银行名称),




Undersigned:法律文件末尾的签名者,前面加定冠词 the,是指文件签署者的自称。


例句:The undersigned Seller and Buyer have agreed to close the following transaction in accordance with

the terms and conditions stipulated as follows:   兹经签约的买卖双方同意,按下列条款,达成这笔交


3.  Notwithstanding: in spite of, despite. 即使,尽管。


例 1:Notwithstanding any other provisions to the contrary herein, insurance coverage and limits shall be

subject to approval of all the parties.即使有与本合同相悖的规定,保险范围和责任限制应以合同各方



例 2:  Notwithstanding Article 2.2, the parties may agree to extend the Expiration date to such date as is

reasonable in the circumstances if any of the conditions precedent referred to in Article 2.1 is not satisfied

or waived on or before the Expiration Date, any such agreement or waiver to be in writing.  尽管有本合同




4. As 合同英语中 as 出现的频率极高,而且用法灵活多变,是典型的自由人。在某种意义上讲,

as 使用的熟练程度可以衡量合同英语的造诣。具体用法和含义见以下实例:


As 放在代表规定的 provide,stipulate,set forth,prescribe 等词的过去分词前,含义为“依照某某




例 1:For purpose of this, Capital Account shall be adjusted hypothetically as provided for in Section 4.6



例 2:based on their respective Venture interests as set forth in Section 5.2 hereof.  基于本合同第五条第



另有 Except as otherwise provided 结构,表示“除非本文/某条款另有规定”。

例句:Except as otherwise provided herein, all notices or demands sent by registered airmail shall be

deemed received 8 days after they have been sent and notices or demands sent by telex shall be deemed

received at the time of the dispatch thereof.除非本合同另有规定,所有通知和请求以航空挂号信寄出则

发出后 8 日应视为送达收悉,以电传方式发出则在发送时视为收悉。


As 构成 as the case may be(视具体情况而定),  as the case may require(视具体要求而定)和 as the

Venturers may determine 等短语。


例句:The Venture may relocate its office from time to time or have additional offices as the Venturers may



As 构成 as of the date of ____ (date) 短语是英语合同中表示“自某年某月某日起”最正式的表达。

例句:In witness whereof, the parties have caused this instrument to be duly executed as of the day and

year first above written. 合同双方签订本文件,该文件自以上书就日期即时生效,特此为证。


As 还用在 as soon as practical 短语中,意义用法相当于 as soon as possible.

例句:During the Employment Period, the Company agrees that it shall recommend to the Board the

election of the Employee as a Director of the Company on the Commencement Date or as soon as practical

thereafter. 本公司同意在聘用期间,应自本协议开始或其后尽早的时间向董事会推选受聘方为本公



As 与 such 连用是英文合同中一大特色,参看本书第二章第三节部分,在此不在赘述。



  1. foregoing, aforesaid, the said, aforementioned, above-mentioned, in question


Foregoing, aforesaid, the said, aforementioned, above-mentioned 一族,一般放在名词前作限定,意为“前



例 1:The Bank shall give prompt written or telex notice to the Borrower of the Interest Rate in effect from

time to time in accordance with the foregoing sentence.本银行将根据前述的句子以书面或电传形式随



例 2:The contract shall be written in Chinese and in ____________. Both language versions are equally

authentic.   In the event of any discrepancy between the two aforementioned versions, the Chinese version



shall prevail.本合同应以中文和_文书就,具同等法律效力。前述两种文本如有歧异,以中文文本为



In question: under consideration; being talk about.  通常表示“在考虑或讨论中的”某件事或某个问题,


例句:All prices to be paid by the Buyer under its obligations of the buyback/counter-purchase Contract

shall be the world market prices taking into account the other delivery terms for the goods in question.买




  1. follows, as below, the following

这一族都表示“下列”,一般放在动词后,而 the following 作为“下列”在英文合同中用的较少。这


NOW THEREFORE, the parties hereby covenant and agree as follows;



NOW THEREFORE, it is hereby agreed as below.



Now therefore, in consideration of the premises and covenants described hereinafter, Party A and Party B

agree as follows:



  1. according to, under, subject to, in accordance with, as per, as provided in, pursuant to, in

compliance with

这一族都表示“依照,根据”合同的约定或者法律的规定。其中尤以“according to”最不正式,自然

用的最少了,而“in accordance with”最为常见。


例如:In case no settlement can be reached, the case may then be submitted for arbitration to China

International Economic And Trade Arbitration Commission in accordance with the provisional Rules of

Procedures promulgated by the said Arbitration Commission.如未能达成和解,该案件可提交中国国际



又如:A Photostat copy of the Acceptance Certificate of the Contract Plant signed by the representatives of

both parties as per Chapter 9 of the present Contract.该合同设备的验收证书的影印副本由双方代表按



再如:Both Parties shall each contribute their paid in capital in compliance with the items specified in the

appendix to the Contract.合同双方应按照本合同附件中载明的项目进行出资。


  1. Including but not limited to 与 including, without limitation 以及 including by way of illustration


27 but not limitation



例如:The time for the performance of the Seller’s obligations set forth in this Contract shall be

automatically extended for a period equal to the duration of any nonperformance arising directly or

indirectly from Force Majeure events including but not limited to fire, flood, earthquake, typhoon, natural

catastrophe, and all other contingencies and circumstances whatsoever beyond the Seller’s reasonable

control preventing, hindering or interfering with the performance thereof. 本合同规定卖方履行义务的时





  1. prior to, no later than, on or before,on and after

常用在英文合同中限定日期,prior to 表示“某日之前,提前多少日”。on or before, no(not) later than,

表示“不迟于”,On and after 表示“从某日起”。


例如:Party A shall be unauthorized to accept any order sort to collect any account on and after September

  1. 自 9 月 2O 日起,甲方已无权接受任何定单或收据。


例如:Our terms are cash within three months, i.e. on or before May 1.

我公司的条件是,3 个月内,即不得晚于 5 月 1 日,支付现金。


例如:  Party B shall ship the goods within one month of the date of signing this Contract, i.e. not later than

December.本合同签字之日一个月内,即不迟于 12 月 15 日,你方须将货物装船。


例如:10-15 days prior to the date of shipment, the Buyer shall inform the Seller by cable or telex of the

contract number, name of vessel, ETA of vessel, quantity to be loaded and the name of shipping agent, so

as to enable the Seller to contact the shipping agent direct and arrange the shipment of the goods.装运前

10 天到 15 天,买方应以电报或电传方式通知卖方合同编号、装运船名,预计到达时间,装载数量



此外,为限定时间更为明确,还常用 inclusive、including 和 included,来限定含当日在内的时间。

例如:  This credit expires till January 1 (inclusive) for negotiation in Beijing. (or:This credit expires till

and including January 1 for negotiation in Beijing.) 本证在北京议付,有效期至 1 月 1 日。如果不包括

1 月 1 日在内,则为 till and not including January 1。


10.  Without prejudice to


Without prejudice to,常用于英文合同中,表示在“不损害某规定/情况下”。


例如:The Buyer shall nevertheless have the right to cancel in part or in whole of the contract without

prejudice to the Buyer’s right to claim compensations.  不妨害买方索赔权,买方仍有权取消合同的部分或全部。


11.Attributable to, due to, owing to,   by virtue of, in view of, because of, on account of,considering,

in consideration of

这一组短语出现在英文合同中都表示“因为”,其中 due to,owing to,because of 较不正式,很少使



例如:Should the Buyer be unable to arrange insurance in time owing to the Seller’s failure to give the

above-mentioned advice of shipment by cable or telex, the Seller shall be held responsible for any and all

damages and/or losses attributable to such failure.




例如:Licensee hereby agrees that its every use of such name shall inure to the benefit of Licensor and that

Licensee shall not at any time acquire any rights in such name by virtue of any use it may make of such





例如:Buyer shall have the right to inspect the goods on arrival and, within _______

business days after delivery, buyer must give notice to seller of any claim for damages on account of

condition, quality or grade of the goods, and buyer must specify the basis of the claim of buyer in detail.




例如:In view of the personal nature of the services to be performed under this Agreement by you, you

cannot assign or transfer any of your obligations under this Agreement.








例如:Now, Therefore, in consideration of the mutual premises and covenants herein contained, it is hereby

agreed: 兹以上述各点和契约所载条款为约因,订约双方协议如下:


In consideration of the payment to be made by Party A to Party B, Party B hereby covenants with Party A

to complete the building in conformity with the provisions of the Contract.



12.  In lieu of: 一般出现在英文合同中表示“替代”的意思相当于基础英语中的 in place of, instead


29 例句:In circumstance provided above in Clause 14.1,  Party C or New Company shall, at its sole option

and discretion, be entitled to transfer to Party B all or part of Party C or New Company’s proprietary rights

and ownership of the infrastructure project, under construction or after Completion Date, as liquidated

damages, in lieu of computing and compensating the actual damages provided that such transfer shall be

conducted of Party C’s own free will or rendered in the arbitration award as stipulated in clause 23.






13.  In respect of;in respect thereof;with respect to:as regards 涉及,至于,在…方面


英文合同中常用 in respect of, in respect thereof 或 with respect to, 表示与本合同/协议/条款有关的问

题,比 about, concerning, as regards 正式。


例如:Notwithstanding Clause 16.1, Party B shall not be entitled to claim for itself in respect of any Force

Majeure in Clause 16.1.

不管 16 条第一款的规定,乙方无权根据 16 条第一款为其自身提出有关不可抗力的索赔。


例如:Upon the termination of the Existing Letter of Credit and the payment of all amounts (if any) owing

in respect thereof, Bank Boston, N.A. shall cease to be an Issuing Bank hereunder.




例如:Party C or New Company shall retain all rights with respect to the specifications, plans, drawings

and other documents and Party B undertakes not to disclose the same or divulge any information contained

therein to any third country without the prior written consent of Party C or New Company.




此外,Pertaining to, pertaining thereto 也表示“涉及,与。。。有关”。


例如:Broker is in the business of brokering real estate loans and engages sales representative to perform

services pertaining to such business.









30例如:  Party A shall pay Party B a monthly salary of US$600 (SAY SIX HUNDRED US DOLLARS

ONLY). 聘方须每月付给受聘方美元 600 元整。


15.  In favor of:in one’s favor  表示以。。。为受益人。

例如:One original and one copy of the irrevocable letter of guarantee issued by the Licensor’s Bank for a

sum of 10% of the total price for the technical know-how in favor of the Licensee.


由许可方银行开具以被许可方为受益人,金额为专有技术总价 10%的不可撤销保函正本和副本各一



又如:We hereby establish this irrevocable letter of credit in your favor for account of ABC Company in

the amount of U. S. $ _______ (amount in words), available against your draft(s) drawn at sight on Credit

Bank, N.A., Letter of Credit Department, Los Angeles, California, accompanied by your signed and dated

statement as follows:

我行特此开立在 ABC 公司帐上以贵方为受益人总额为美元*(大写金额),凭交加州洛杉玑北美信



但注意 in favor 有时另有它义。

例如:Our goods that we offer you are much in favor in the European Continent.我方向你方报盘的货物,

在欧洲大陆颇受好评。(in favor 此处表示受赏识,受好评)


16.In confirmation of 为确定。。。。。。起见


例如:In confirmation of such subordination, Tenant shall from time to time execute promptly any

certificate that Owner may request.