Unit 5 Orders and Contracts
Aims & Requirements
To enable S.S. to know the definition of orders and contracts
To enable S.S. to know the steps of dealing with orders and signing contracts
To enable S.S. to master the vocabulary and useful expressions
To enable S.S. to know the unit conversion in contracts
An order results from an offer or an inquiry with subsequent
When the buyer gets a confirmation about all terms from the
seller, he may place an order. When the seller accepts all the
terms risen by the buyer, he may accept the order. So order
can be divided into two situations “Place order” and
“Acknowledgement of order” .
1. Place Order
The buyers place an order after they studied the catalogues, price list,
samples from the suppliers. If all the terms are satisfied with them, they
will place an order. Usually, every company has their own Order Sheet
(Order Form). When a form is not available, a letter is needed for the
order (Order Letter). You must write your order clear and easy to
1) Express the source of your order (from the catalogues, price list,
2) The detail of your order with your requests.
(1) Name of commodity, Model No., Size, Color.
(3) Price (What price you can accept.)
(5) Date and way of shipment.
(6) Payment terms.
3) Ask for the confirmation of your order from the seller.
4) With the hopes of their attention.
2. Acknowledgment of Order
When the seller received an order from the buyer, he may write a
confirmation letter to acknowledge of the order, or send a sales Notes to
confirm the order.
1) Express your thanks for the order.
2) State your acceptance for the order.
3) Include an assurance of prompt and careful attention. (Quality,
Packing, Shipment, Invoice, Payment.)
4) Give your hope for further order.
3. Decline of Order and Recommendation of Substitute
If the seller cannot supply the goods and sometimes there is no
stock, you can not supply the goods at present, you may write a
letter to decline the order. But it isn’t the only way to decline; you
can recommend the buyer to try to buy some substitutes. Of course,
when you make recommendation of substitute letter, you should
consider if the substitute may match the goods the buyer required.
1) Express your thanks of the order.
2) State your regret for being short of the stocks.
3) Recommend substitutes.
4) Ask for the prompt confirmation.
4. Outline of Order
1) Acceptance Letter
There are two kinds of acceptance letter: the buyer accepts the sellers` offer;
the seller accepts the buyers` counter-offer.
(1) Opening paragraph
Express your acceptance of the offer or counter-offer, if you faxed the
acceptance before, you must note the reference No of the fax.
(2) Transitional paragraph:
A. Enclosed Purchase Note or Sales Note.
B. Open L/C: Buyer opens to seller.
(3) Closing Paragraph: Express your hope of obtaining their attention to the
acceptance. (Express thanks of the order, and assure to do best to deal
2) Order Letter
(1) Opening Paragraph: Express the source of your order (from the catalogues,
price list, samples).
(2) Transitional Paragraph:
A. Ask for confirming the order.
B. Some terms asks for—Quality.
C. Some terms ask for—Packing, Shipment.
D. Some term ask for—Invoice, Payment.
(3) Closing Paragraph: Asks for their attention for the order
3) Acknowledgment of Order
(1) Opening Paragraph: Express your thanks for the order and State your
acceptance for the order.
(2) Transitional Paragraph: State an assurance of prompt and careful attention.
(Quality, Packing, Shipment, Invoice, Payment.)
(3) Closing Paragraph: Give your hope for further order.
4) Decline of Order and Recommendation of Substitute
(1) Opening Paragraph: Express your thanks for the order.
(2) Transitional Paragraph: Express having no stocks and recommend
A. Out of stock.
B. Recommend Substitute.
C. Other Reason of Decline.
(3) Closing Paragraph: Express your regret of unable to supply the order and
hope to do business in future.
Contract is an agreement when a seller or a buyer agrees completely with the terms
and conditions of an offer, order or a counter-offer. He will send a Sales
Contract (Confirmation) or a Purchase contract (Confirmation) to the other side
to ask for counter-signature. In sending out the above contracts or
confirmations, special attention should be paid to the price, terms of payment,
specifications, quality, time of delivery, port of destination, etc.
1. The Forms of Contract
There are several forms of contract for trade business with enforceable by law in
1) Purchase Contract (Importer. Buyer)
2) Sales Contract (Exporter. Seller)
3) Purchase Confirmations (Short form contract for import.)
4) Sales Confirmation
5) Order (signed by importer or end-user)
6) Indenture agreement (Used by agents)
7) Memorandum (Memo attached to contract, indicating that both parties agree on
the correction of certain points of the contract.)
(1) Agency Agreement
(2) Exclusive Sales Agreement
(3) Distributive Sales Agreement
2. The Structure of Contracts
1) Heading (preamble)
It includes title, number of the contract, date and place for signing the contract,
parties and preface, etc.
It includes definition clause, general terms and conditions and the basic
clause of the contract, reflecting duties and obligations of both parties.
3) Ending (witness)
It includes language validity, copies, in the presence of, annex, signature, seal,
3. Purchase Contract
1) Specialized terms
(1) Name of Commodity and Specification (2) Quantity.
(3) Price. Unit price; Total value (4) Packing
(5) Country of Origin & Manufacture (6) Terms of Payment.
(7) Insurance (8) Time of shipment
(9) Port of Loading
(10) Port of Destination (11) Shipping Mark
(12) Other terms.
2) General Terms and Conditions Overleaf
(1) Shipping Documents
(2) Terms of Shipment
(3) Shipping Advice
(5) Validity of Claims
(7) Other Terms
4. Sales Contract
1) Specialized Terms
(1) Name of commodity and Description of Commodities
(3) Price (Unit Price and Total Value)
(6) Port of Shipment
(7) Port of Destination
(8) Time of Shipment
(9) Terms of Payment
2) General Terms and Conditions
(1) Shipping Documents
(2) Terms of shipment
(3) Shipping Advice
(5) Force Majeure
(8) Other Terms
Ⅱ Layout and Samples
Sample 1 Trial Order
Further to your letter of March 8, we have successfully obtained a small
trial order for the Belts you sent us some time back. In accordance with the
particulars in the order sheet attached hereto, we shall be appreciative if
you will kindly send us your Sales Note in duplicate listing the prices we
have stated in the Indent.
We will open the letter of credit respect of the other orders we have
already transacted with you. Following the instructions given in our last
order, the difference in price should be placed to the credit of our account.
It should also be mentioned that the Sales Note should be under our own
name and license.
Thanks for your help and we will await your arrangement the soonest
Sample 2 Repeat Order
Contract No. BL025-Yiyun Brand Woman’s T-Shirts
We have received the captioned shipment ex s.s. “Dongfeng” and are very
pleased to inform you that we find the goods quite satisfactory. As we
believe we can sell additional quantities in this market, we wish to book
with you a repeat order for 1,000 dozen of the same style and size. If
possible, please arrange early shipment of this repeat order, as we are
badly in need of the goods.
In case the said goods are not available from stock, we shall be very
grateful if you will advise us with full particulars of the specifications of
those which can be shipped from stock.
Sample 3 Order Letter of Acknowledgement
Parrot Brand Men’s Shirts
We are pleased by your prompt reply to our inquiry of March 7，2007
about the captioned commodity and now wish to order from you as per
our Purchase enclosed.
We will open an irrevocable L/C in your favor through the First National
City Bank, New York, to cover the total CIF value of this order.
We appreciate your arranging to ship upon receipt of the L/C the first four
items by the first available vessel sailing to New York directly.
Please dispatch one sample tin each of the six qualities by air parcel
immediately and, meanwhile, confirm your acceptance by return.
Sample 4 Order Letter of Refusal
Your Order No. 237
Referring to the 60 metric tons of Silicon Steel Sheet under your Order
No. 237, we regret to tell you that we have no stock of the goods you
require for the time being and do not expect further deliveries for at least
another two months.
Before then you may have been able to obtain the goods elsewhere, but if
not we will revert to this matter as soon as our new supplies come up.
We are enclosing 2 copies of our catalog covering all the articles
available at present. If you need any of the items please inform us.
We assure you that your requirement will receive our prompt attention at
Sample 5 Sales Contract
Thank you for your letter of March 28, 2007 for 1,000 tons of our Bleached Softwood
Though the prevailing quotations are somewhat lower than our expectation, we will still
accept the order on the same terms as you mentioned in view of encouraging our mutual
As requested in your previous letter, we have made out and send you out Sales
Confirmation No.0135 in duplicate and shall be grateful should you send back one copy
We are pleased to learn that a letter of credit will be immediately opened in our favor.
Meanwhile, in order to avoid subsequent amendments, here we would like to draw your
attention to the fact that the stipulations in the relative credit should conform strictly to
the terms in our Sales Confirmation.
We are appreciative of your cooperation and assure that the shipment to be dispatched
after our receipt of the letter of credit will turn out to your entire satisfaction.
Ⅲ Words and Expressions
1. trial order 试订
2. in accordance with 根据，按照
3. particulars n. 细则
4. hereto adv. 至此，关于这个
5. in duplicate 一式两份
6. indent n. 订货单
7. transact v. 交易
8. prompt adj. 及时的
9. captioned adj. 标题项下的
10. as per 按照
11. irrevocable adj. 不可撤销的
12. in your favor 以你方为抬头
13. dispatch v. 发货，发送
14. revert v. 回复
15. bleached adj. 漂白了的
16. prevailing adj. 流行的
17. mutual adj. 双方的，相互的
18. previous adj. 先前的，前面的
19. countersign v. 会签
20. stipulation n. 规定，条约
Ⅳ Useful Sentences
1) We are pleased to accept your offer of April 10 as we are satisfied with
your price as well as with the time of shipment.
2) We have accepted your counter-offer by fax for 100 dozen Sun brand
Fountain Pens at US$200 a dozen CIF London for November shipment.
3) We enclose our Purchase Note No.50 and trust you will find it correct.
4) We are sending you our Contract Note No.20 in duplicate. If you find
them correct, please sign them and return one of them to us.
5) To cover this purchase, we have arranged an L/C to be opened in your
6) As soon as the relative L/C reaches us, we will effect shipment of the
goods by the first available vessel.
7) We will execute your order in strict accordance with your instructions.
8) Please give this order your best care and attention.
9) We will execute your order in strict accordance with your instructions.
10) Please give this order your best care and attention.
1) We send you the following trial order on the basis of your estimate of
2) Thank you for your letter of May 10 enclosing your latest illustrated catalog.
We would like to order 50 units of Model AZ10 shown on P25 of the catalog.
3) We would like you to immediately send us your acknowledgment of this
4) We would appreciate your greatest care in selecting good quality.
5) We may reject the goods if there are any marks or blemishes on the surface.
6) Our customers require the goods for the summer vacation. So please send
the goods by the end of June.
7) Please follow our shipping instructions when you pack the order.
8) Three copies of the invoice, a copy each of the packing list and other
necessary documents should be sent to us by air mail.
9) Your early attention to this order will be appreciated.
10) This is a trial order. If the quality proves to be satisfactory, we will give
you larger orders in the future.
Acknowledgment of Order.
1) Thank you for your Order No. 123 of April 4, which we accept on
2) We acknowledge with thanks your order of May 2 for 50 units of
Motorcycle M 105.
3) We are pleased to confirm your order of June 1 for 1000 dozen Silk
4) We thank you for your letter of April 2 enclosing your Order No.213,
acceptance of which was faxed you as in the attached copy.
5) We will do all we can to fill your order so that the goods will be
shipped before October 15.
6) We will let you know the exact date of shipment and the name of the
steamer as soon as possible.
7) We will check the goods carefully so they will reach you in good
8) You may rely on us to carry out your instructions in every detail.
9) Thank you again for your order, and we promise you to pay our best
attention to this order.
10) It is our hope that this order will be the first step to a long and
pleasant business relationship between us.
Decline of Order and Recommendation of Substitute
1) We acknowledge with thanks your Order No.234 for an assortment of
Sportswear, with the exception of Crystal Brand T Shirts.
2) Thank you for your Order No.10 for 500 dozen of Pencil Case No.A-5 .
Unfortunately, however, we cannot accept the order on the terms you
3) The goods you required are exhausted owing to the recent rush of order.
4) Our stock of this item is exhausted and we have no idea when it will be
5) We are sending you separately a sample of No.18, which we think will
be a very good substitute for No.8.
6) May we suggest our Model DX100 shown on page 25 of the catalog
we sent you? This is of higher quality and far better workmanship than
Model DY50 you ordered.
7) We are sorry but the goods you ordered are not in our line.
8) We regret we cannot send you the exact quality you have in mind.
9) We sincerely hope to be able to serve you again in the near future.
10) We hope you will please understand our situation and we thank you
again for your order.