dealt with in separate clauses. "Furnish" avoids jumping the gun. It
keeps away from what ought to be treated independently but fills up enough
space to stand firm. The word is good value.
"Right but Not Obligation" One of the most splendid phrases
available. Sometimes the grant of particular rights carries with it by
implication a duty to exploit them. Authors, for example, often feel
betrayed by their publishes, who have various rights "but do nothing about
them." Royalties decrease as a result; and this situation, whether or not
it reflects real criminality, is repeated in variety of industries and
court cases. Accordingly it well suits the grantee of rights to make
clear at the very beginning that he may abandon them. This possibility is
more appropriately dealt with in separate clauses reciting the
consequences. Still, contracts have been known to contain inconsistent
provisions, and preliminary correspondence may not even reach the
subject of rights. A quick phrase helps keep you out of trouble: "The Right
but Not Obligation". Thus,
"We shall have the Right but Not Obligation to grant sublicenses
in Austria"("But if we fail, we fail").
Even this magic phrase has its limitations because good faith may
require having a real go to exploiting the rights in question. Nevertheless
"Right but Not Obligation" is useful, so much so as to become
incantation and be said whenever circumstances allow it. I the other
side challenges these words, it will be better to know this at once
and work out alternatives or finish up the negotiations completely.
"Exclusive" It’s importance in contract English is vast, and its
omission creates difficulties in good many informal drafts.
Exclusivity as a contract term means that somebody is -barred from dealing
with others in a specified area. Typically an employment may be exclusive
in that the employee may not work for any one else, or a license may
be exclusive in the sense that no competing licenses will be issued.
Antitrust problems cluster around exclusive arrangements but they
are not all automatically outlawed. It follows that one ought to specify
whether or not exclusivity is part of many transactions. If
not, the phrase "nonexclusive" does well enough. On the other hand,
if a consultant is to be engaged solely by one company, or a
distributorship awarded to nobody else except X, then "exclusive" is a
word that deserves recitation. "Exclusive Right but Not Obligation" is an
example that combines two phrases discussed here. The linking of
concepts is a step in building a vocabulary of contract English.
"Solely on condition that" One of the few phrases that can be
considered better than its short counterparts. Why not just "if"? Because
"if" by itself leaves open the possibility of open contingencies:
"If Baker delivers 1,000 barrels I will buy them" is unclear if you will
buy them only from Baker. Therefore what about "only if"? Sometimes
this works out, but not always.
"I will buy 1,000 barrels only if Baker delivers them" is an example of
"only if" going fuzzy. One possible meaning is "not more than 1,000
barrels" with "only" assimilated with the wrong word. Here then a more
elaborate phrase is justified.
"I will buy 1,000 barrels solely on condition that Baker delivers them"
makes everything clear.
"Subject to" Few contracts can do without this phrase. Many
promises can be made good only if certain things occur. The right
procedure is to spell out these plausible impediments to the
degree that you can reasonably foresee them. E.g. :
"We will deliver these subject to our receiving adequate supplies";
"Our agreement is subject to the laws of Connecticut";
"Subject to circumstances beyond our control ".
"Repeat" This word is often used in cables to emphasize a negative,
e.g. Do not REPEAT not send order 18551.
Or to emphasize an important detail,
e.g. Flight delayed by six REPEAT six hours.
Foreign esoteric words
Every now and then a scholarly phrase becomes accepted in business
usage.
"Pro rate" and "pari passu" are Latin expressions but concern
money. "Pro rata" proves helpful when payments are to be in a proportion
reflecting earlier formulas in a contract. "Pari passu" is used when
several people are paid at the same level or time out of a common fund.
Latin, however, is not the only source of foreign phrases in business
letters.
"Force majeure" is a French phrase meaning circumstances beyond one's
control.
English itself has plenty of rare words. One example is "eschew";
how many times we see people struggling with negatives such as
"and we agree not to produce (whatever it is) for a period of X". The
more appropriate phrase would be "we will eschew production".
But here it should be mentioned that not everyone can understand
such phrases. Therefore rare words should be used only once in a long
while. Those who uses them sparingly appears to be reliable.
Abbreviations
Abbreviations can be useful because they are quick to write and easy to
read. But both parties need to know what the abbreviations stand for.
The abbreviations c.i.f. and f.o.b., for example, are recognized
internationally as meaning cost, insurance, and freight and free on board.
But can you be sure that your correspondent would know that o.n.o means or
nearest offer?
Some international organizations, e.g. NATO, are know in all
countries by the same set of initials, but many are not, e.g. EEC (European
Economic Community) and UNO (United Nations Organization). National
organizations, e.g. CBI (Confederation of British Industry) and TUC (Trades
Union Congress), are even less likely to be known by their initials in
other countries. So, if you are not absolutely certain that an abbreviation
will be easily recognized, do not use it.
The International Chamber of Commerce uses a set of terms for
delivery in overseas contracts - these are called Incoterms.
Now let me examine some of the abbreviations most frequently used in
business correspondence.
c.i.f. - cost, insurance, freight.
If consignment is to be delivered according to c.i.f., then the
supplier insures the goods and pays for the whole delivery.
f.o.b. - free on board.
If consignment is to be delivered according to f.o.b., then the
supplier pays for transportation to port, steamer or air shipment and
dispatch; and the customer pays for onward transportation and
insurance.
f.o.r. - free on rail.
It is the same as f.o.b., but for railway transportation.
c & f - cost and freight.
If consignment is to be delivered according to c & f, then the
supplier pays for the whole delivery and the customer - for insurance.
CPT ( Carriage Paid To) named place of destination
Delivery happens when goods are given to the carrier (if more than one, the
first carrier, or a freight forwarder). The seller pays the costs of
delivery to the named place and the buyer's risks start from here.
CIP (Carriage and Insurance Paid) named place of destination
Delivery occurs, as in CPT with the buyer's risks being the same. The only
change is the exporter pays the cost of cargo insurance.
DAF (Delivery at Frontier) named place
Delivery happens when the buyer gets the goods at a named place on the
frontier, cleared for export, but not cleared for import. The buyer assumes
risks from here. The exporter pays all the costs to this point, but does
not pay for unloading or import clearing charges.
DES (Delivery Ex Ship) named port of destination
Delivery happens when buyer gets goods at named port. He then assumes all
risks, but the exporter pays all costs to that point, but not unloading or
import clearance.
DEQ (Delivery Ex Quay - Duty Paid) named port of destination
Delivery happens when the buyer gets the goods on his/her quay (dock) and
assumes all risks from that point.
DES and DEQ can only be used for sea and inland waterways.
DDU (Delivery Duty Unpaid) named place of destination
Delivery takes place when the buyer gets the goods at the named place in
the importing country and takes all the risks thereafter. The seller pays
all costs to this point, but not duties and taxes.
DDP (Delivery Duty Paid) named place of destination
Delivery happens as in DDU, with the buyer taking the same risks. The
seller pays all costs to this point including duties and taxes.
Ex-Works (EXW) e.g. from the factory or warehouse
Seller packs and prepares goods for dispatch with delivery taking place at
his/her factory or warehouse. The buyer now takes all transit risks.
FCA (Free Carrier) named place e.g. where the carrier - the plane or
ship etc., pick up goods
Delivery occurs when the seller gives the goods to the carrier (airline,
shipping company, or freight forwarder) who is named by the buyer. The
seller will pay all the costs up to the point, including export formalities
and licences. From this point the buyer takes the risks for the goods and
transit.
FAS (Free Alongside Ship) with port of shipment named e.g. where the
goods are leaving from
Delivery occurs alongside the ship named by the buyer at the named port of
the shipment. The buyer has the expense of loading. The seller pays costs
up to and including delivery alongside the ship, including all
documentation. This term is only used for sea and inland waterways.
Here is list of abbreviations not mentioned above:
A/C, a/c acc. - account current
adsd - addressed
adse - addressee
ad - advertisement, pl- ads
a.m. - ante meridiem, afternoon
app. - appendix
ASAP-as soon as possible
AWB - air way bill
attn. - attention
B/E, B.E., b.e. - bill of exchange
B/L, B.L., b/l, b.l., - bill of landing
cc., cc - copies
CEO -chief executive officer
Cf. - confer, compare
Co. - company
COD - cash on delivery
contr. - contract
corp. - corporation
cur. - 1.currency, 2. Current
CV -curriculum vitae
dd - 1.dated; 2.delivered
dep., dept., - department
doc. - document,( pl-docs)
doz., dz. - dozen
eaon - except as otherwise noted
e.g. - exempli gratia, for example
enc., encl., - enclosed, enclosure
exc., excl. - except, exception, exclude, exclusion
expn - expiration
fig. - 1.figure (1,2 ,3 ); 2.picture, scheme
FY - fiscal year
h.a. - hoc anno- this year
hf. -half
H.Q., HQ, h.q. - headquaters
id. - idem- the same
i.e., ie -id est- that is
inc., incl. - including
inc., inc - incorporated
info - information
inv. - invoice
IOU - I owe you
L/C, l.c. l/c - letter of credit
LLC - limited liability company
Ltd., ltd. - limited
LOC - letter of commitment
mdse - merchandise, goods
memo - memorandum
M.O., m.o. - 1. mail order, 2. Money order
M.T. - metric ton
MV - merchant (motor) vessel
N/A - not applicable
N.B., NB - nota bene- an important note
NC, N.C., n/c - no charge, free
o/l - our letter
PA - power of attorney
p.a.- per annum - per year
par. - paragraph
Plc, PLC - public limited company
PO - post office
pp. - pages
pp, p.p. per pro- on behalf of
qv - quod vide- see there
R&D - research and development
rct - receipt
rept – report
re - 1 regarding, 2. Reply
ref. - reference
RSVR - rependez s'il vous plais- reply please
RMS - root-mean-square
Shipt - shipment
Sig - signature
tn. - ton
urgt - urgent
v., vs. -versus
VAT - value-added tax
VIP - very important person
v.s. - vide supra- see above
v.v - vice versa-
w/ - with
w/o - without
& - and
@ - at (when stating a unit price)
# - number (AE)
