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法律英语翻译:适用法律和争议的解决

11.1.1法律条文

  1. 合营企业合同的订立、效力、解释、履行及其争议的解决,适用中华人民共和国法律。

  1. The conclusion, validity, interpretation, and performance of the contract of a joint venture and settlement of disputes in connection therewith shall be governed by the laws of the People‘s Republic of China.

  2.合营各方在解释或者履行合营企业协议、合同、章程时发生争议的,应当尽量通过友好协商或者调解解决。经过协商或者调解无效的,提请仲裁或者司法解决。

  2. The disputes arising from the interpretation or performance of the joint venture agreement, contract and/or articles of association shall be settled through friendly consultation or conciliation between the parties to the joint venture. In case such consultation or conciliation fails, the disputes may be submitted to arbitration or a law court for settlement.

  2. When a dispute between the parties to a joint venture arises from the interpretation or performance of the joint venture agreement, contract and/or articles of association, the parties shall make every endeavor to resolve it through friendly consultation or mediation. If such consultation or mediation comes to no avail, the parties shall submit the dispute to arbitration or a law court for settlement.

  3.合营各方根据有关仲裁的书面协议,可以在中国的仲裁机构进行仲裁,也可以在其他们仲裁机构仲裁。

  合营各方之间没有有关仲裁的书面协议的,发生争议的任何一方都可以依法向人民法院起诉。

  3. The parties to a joint venture may apply for arbitration in a Chinese arbitration institution or another arbitration institution in accordance with their written agreement on arbitration.

  If there is no written agreement on arbitration between the parties to a joint venture, each party may start legal proceedings with a People‘s Court according to law.

  4.在解决争议期间,除争议事项外,合营各方应当继续履行合营企业协议、合同、章程所规定的其他各项条款。

  4. In the course of dispute resolution, the parties to a joint venture shall continue to perform the provisions of the joint venture agreement, contract and articles of association, except for matters in dispute.

  5.国家依法保护合作企业和中外合作者的合法权益。合作企业必须遵守中国的法律、法规,不得损害中国的社会公共利益。国家有关机关依法对合作企业实行监督。

  5. The State will protect the legitimate rights and interests of the cooperative joint venture and the Chinese and foreign parties it according to law. Cooperative joint ventures must abide by Chinese laws and regulations, and must not jeopardize the public interests of China. The State authorities concerned shall exercise supervision over cooperative joint ventures according to law.

  6.中外合作者履行合作企业合同、章程发生争议时,应当通过协商或者调解解决。中外合作者不愿通过协商、调解解决的,或者协商、调解不成的,可以依照合作企业合同中的仲裁条款或者事后达成的书面仲裁协议,提交中国仲裁机构或者其他仲裁机构仲裁。

  中外合作者没有在合作企业合同中订立仲裁条款,事后又没有达成书面仲裁协议的,可以向中国法院起诉。

  6. When a dispute between the Chinese and foreign parties arises from the performance of the contract and/or articles of association of a cooperative joint venture, the parties shall resolve it through consultation or mediation. If the Chinese party and/or the foreign party are/is unwilling to settle the dispute through consultation or mediation, or the parties fail to settle it through consultation or mediation, they may submit it to a Chinese arbitration institution or another arbitration institution for arbitration in accordance with the arbitration clause contained in the cooperative joint venture contract or a written agreement on arbitration reached afterwards.

  If the cooperative joint venture contract between the Chinese and foreign parties does not contain any arbitration clause and not written agreement on arbitration is reached between the parties afterwards, the Chinese party or the foreign party may take a legal action in a Chinese court.

  Any disputes arising from the performance of cooperative venture contract and/or articles of association by the Chinese and foreign parties shall be settled through consultation or mediation. If the Chinese and/or foreign parties are/is unwilling to settle dispute by means of consultation or mediation, or such consultation or mediation fails, the disputes may be submitted to arbitration institutions of China or other countries in accordance with the arbitration clauses in the cooperative joint venture

  contract or written agreement on arbitrations reached after the disputes have occurred.

  In case there is neither arbitration clause in the cooperative joint venture contract nor written arbitration agreement reached after the dispute, legal actions can be commenced to Chinese Court.

  7.当事人对合同条款的理解有争议的,应当按照合同所使用的词句、合同的有关条款、合同的目的、交易习惯以及诚实信用原则,确定该条款的真实意思。

  合同文本采用两种以上文字订立并约定具有同等效力的,对各文本使用的词句推定具有相同含义。各文本使用的词句不一至的,应当根据合同的目的予以解释。

  7. If a dispute arises between the parties over the understanding of a clause of the contract, the true intention of that clause shall be determined in accordance with the words and sentences used in the contract, the relevant clauses of the contract, the purpose of the contract, trade practice and the principle of good faith.

  If a contract is written in two or more languages and the parties agree that the various versions of the contract are equally authentic, it shall be presumed that the corresponding words and sentences in the various versions shall have the same meaning. In the case of a discrepancy in any word or sentence used in different versions, such word or sentence shall be interpreted on the basis of the purpose of the contract.

  8.涉外合同的当事人可以选择处理合同争议所适用的法律,但法律另有规定的除外。涉外合同的当事人没有选择的,适用与合同最密切联系的国家的法律。在中华人民共和国境内履行的中外合资经营企业合同、中外合作经营企业合同、中外合作勘探开发自然资源合同,适用中华人民共和国法律。

  8. The parties to a contract involving a foreign partner may decide on the law to be applied to the handling of disputes in connection with the contract, unless otherwise stipulated by law. If the parties to a contract involving a foreign party have made no decision thereon, the law of the country that bears on the contract most closely shall apply.

  With respect to contracts for Chinese-foreign equity joint ventures, for Chinese-foreign cooperative joint ventures and for Chinese-foreign cooperative exploration and development of natural resources performed within the territory of the People‘s Republic of China, the laws of the People’s Republic of China shall apply.

  11.2.1合同条款

  1.本合同的订立、生效、解释、履行及与本合同有关的争议解决,均受中华人民共和国(“中国”)法律管辖。

  1. The conclusion, effectiveness, interpretation and performance of this contract and the settlement of disputes in connection with this contract shall be governed by the laws of the People‘s Republic of China (“China”)。

  2.本合同签署后,如果中国的有关法律法规发生变化,且该变化较之本合同签署之日有效的有关法律法规对合营公司和双方更为有利,则合营公司和双方应立即申请获得该变化带来的利益。

  2. After the execution of this contract, if any change takes place in the relevant laws and regulations of PRC which is more favorable to the JV Company and the Parties than such laws or regulations in effect on the date of execution of this contract, the JV Company and the parties shall promptly apply to receive the benefits brought about by such change.

  3.因本合同产生的或履行本合同引起的任何争议,各方应通过友好协商解决。任何一方不愿意协商解决,或在协商开始后的90日内不能解决的,应将争议提交中国国际经济贸易仲裁委员会,根据该会的仲裁程序和规则在北京进行仲裁。各方同意共同委托仲裁委员会主席指定的一名仲裁员作为独任仲裁员,成立仲裁庭,单独审理案件。

  3. Any dispute arising out of this contract or from its performance shall be resolved through consultation between the parties. If any Party is unwilling to resolve a dispute through consultation, or if the dispute cannot be resolved within ninety (90) days of the commencement of consultation, the dispute shall be submitted to the China International Economic and Trade Arbitration Committee to be arbitrated in Beijing in accordance with its arbitration procedures and rules. The parties agree to jointly appoint one (1) arbitrator designated by the chairman of the arbitration committee as the sole arbitrator in the arbitral tribunal to try the case alone.

  4.双方因本合同引起的或与本合同有关的一切争议(包括但不限于有关本合同的效力、解释和履行的争议、分歧或权利主张),应首先通过友好协商予以解决。如果一方将争议事项书面通知另一方后2个月内,争议不能通过协商解决,则任何一方均可将争议提交中国国际经济贸易仲裁委员会(以下简称仲裁委员会),按其仲裁规则由三名仲裁员进行仲裁。仲裁员应从仲裁委员会的仲裁员名册中选定,每一方各选一名仲裁员,第三名仲裁员由仲裁委员会主席指定,并由其担任首席仲裁员。

  4. All disputes between the Parties that arise from this Contract or are related to this Contract (including but not limited to dispute, controversies or claims with respect to its effectiveness, interpretation and performance) shall first be resolved through friendly consultation. If a dispute cannot be resolved through friendly consultation within two (2) months after a Party has notified in writing the other party of the issue in dispute, then any party may at any time submit the dispute to the China International Economic and Trade Arbitration Committee (the “Arbitration Committee”) to be arbitrated in accordance with its arbitration rules by three (3) arbitrators, who shall be selected from the panel of the Arbitration Committee. Each party shall select one (1) arbitrator, and the chairman of the Arbitration Committee shall select the third arbitrator to be the chief arbitrator.

  All disputes arising out of or in connection with the contract (including without limited the disputes, discrepancy or claims of the validity, interpretation, and implementation of the contract) shall be settled at first through friendly consultation between the parties. If such disputes can not be settled within two (2) months after a party has deliver written notice about the dispute to the other party, any of the party may submit such dispute to the China International Economic and Trade Arbitration Commission (hereinafter referred to as “Arbitration Commission”) to be arbitrated by three arbitrators in accordance with arbitration rules. The arbitrators shall be selected among the arbitrator lists of the commission, each party selects one arbitrator. The third arbitrator shall be appointed by the chairman of arbitration commission, and shall be the chief arbitrator.

  5.仲裁地点为中国上海,仲裁以中文进行。如一方在仲裁庭开庭过程中需要译员或要求将仲裁文书译成英文,可请求仲裁委员会秘书处给予必要的协助,但应自行承担所发生的费用。

  5. The place of arbitration shall be Shanghai, China, and the arbitration shall be conducted in Chinese. If a party requires and interpreter in the course of the arbitration proceedings or an English translation of the arbitration instruments, in may request the secretariat of the Arbitration Committee to provide the necessary assistance, provided that it shall undertake to bear the costs incurred.

  The arbitration shall be conducted in Shanghai, China in Chinese. When a party needs interpreter or the arbitration documents to be translated into English during the period of arbitration, it shall, at its own expense, ask the secretariat of arbitration commission to offer necessary assistant.

  6.仲裁裁决是终局的,对双方均有约束力。除非仲裁裁决另有规定,仲裁费用由败诉一方承担。

  6. The arbitration award shall be final and binding upon the parties. Unless otherwise specified in the arbitration award, the arbitration fees shall be born by the losing party.

  7.在解决争议过程中,双方除有争议的事项外,须继续全面履行本合同。

  7. During the period when a dispute is being resolved, the Parties shall continue to perform this contract in all respects other than the issue in dispute.

——兰州翻译公司

 

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