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Foreign Trade University Hochiminh City Campus English facultyMID-TERM TEST OF ENGLISHSubject: International business contract Academic year: 2019-2020- Term 2 Time allowed: 60 minutesStudent’s full name: ................................................... ..............................................

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Foreign Trade University Hochiminh City Campus English faculty

MID-TERM TEST OF ENGLISH Subject: International business contract Academic year: 2019-2020- Term 2 Time allowed: 60 minutes

Student’s full name: ................................................... .................................................. Student’

Index:...........................................................Class:

...................................................................... Note: Students are required to write all the answers in the answer sheet.

Part 1 Contract language (40 points) Section 1. Special Legal English: (20 points) 1. The Seller _______________warrants that the goods meet the quality standard and are free from all defects. A. hereby

B. herein

C. thereof

D. therefrom

2. During the performance of this Contract, if any disputes, conflicts or discrepancies arise, which prove impossible by amicable settlement, _______________shall be referred to Arbitration. A. hereby

B. the same

C. whereas

D. therein

3. In witness_______________: the parties hereto have executed this Agreement the day and year first above written. A. whereas

B. whereabout

C. whereof

D. whereby

4. In the event of accident, _______________loss or damage may result in a claim under this Policy, immediate notice applying for survey must be given to the Principal by the Agent . A. whereas

B. whereabout

C. whereof

D. whereby

5. “Contract” means this Contract, its preamble and appendices, as well as all documents expressly listed as Contract documents or _______________expressly mentioned in this Contract. A. otherwise

B. the same

C. whereas

D. whereby

6. _______________Party B has desires to cooperate with Party B in production of handicrafts. A. otherwise

B. the same

C. whereas

D. whereby

7. The Goods and all the accessories of the Goods and/or any spare parts in connection _______________must be in strict conformity with the provisions of the Contract. A. hereby

B. herein

C. therewith

D. therefrom

8. If there is any conflict or discrepancy between the Contract and any documents _______________, then the provisions of the Contract shall prevail. A. hereby

B. hereof

C. thereof

D. therefrom

9. In the event of Force Majeure, the Seller shall advise the Buyer thereof without delay with the reasons_______________. A. therefor

B. herein

C. thereof

D. therefrom

10. In the event of a lawsuit by a third party, the party against whom the lawsuit is brought shall bear all legal fees arising _______________. A. the same

B. wherefrom

C. therefrom

D. therein

11. ______________ to Article 8.3 mentioned above, if a provision of this Contract is invalid, then this shall have no effect on the remaining provisions. A. Subject

B. According

C. In accordance

D. Save

12. ______________ gross misconduct, the parties to this Contract are relieved from their remedies in case of Force Majeure A. Subject to

B. According to

C. Except for

D. Save the case

of 13. Either party shall not be deemed to be at fault in case of failure to perform its duties and obligations due to any events _____________ reasonable control of such party. A. out of

B. beyond

C. under

D. A & B

14. The Supplier shall not disclose any provision of the Contract, to any person _____________a person employed by the Supplier in the performance of the Contract. A. not

B. other than

C. rather than

D. A & B

15. The hatches or holds shall be clean and ____________any harmful factors. A. of not

B. other than

C. rather than

D. free from

16. In the event of absence of other evidence to the ____________by the Buyer, the date on the Bill Lading shall be deemed the actual delivery date. A. exclusion

B. contrast

C. contrary

D. reverse

17. The period of guarantee for the Goods is 02 years and such period shall ____________from the date of acceptance by the Buyer. A. start

B. commence

C. begin

D. initiate

18. The Seller is entitled to ______________further shipments in case of late payment by the Buyer. Packing of the Goods must be strong enough to avoid any damage or loss in transit. A. stop

B. suspend

C. withhold

D. B&C

19. “Contract” means this Contract, its Preamble and Appendices, as well as all documents ____________ listed as Contract documents. A. expressly

B. clearly

C. obviously

D. B&C

20. _______________ the Contract provides for deliveries in lots or installments, penalties for late delivery shall be calculated on the basis of the value of each lot or installment. A. Whereof

B. Where

C. Unless otherwise

D. Whereas

Section 2. Common legal terms (10 points) Distinguish meaning. Choose the word which is the odd one in each group. 21 A. agreement

B. franchise

C. covenant

D. contract

22 A. should

B. in the event

C. if

D. whereas

23 A. consent

B authorization

C. injunction

D. permission

24 A. withdraw

B. breach

C. cancel

D. rescind

25 A. deleted

B. taken out

C. unwarranted

D. removed

26 A. contention

B. proposition

C. proposal

D. suggestion

27 A. valid

B. efficacious

C. enforceable

D. in effect

28 A. purchaser

B. vendor

C. buyer

D. consumer

29 A. comparable

B. distinct

C. corresponding

D. equivalent

30 A. plaintiff

B. appellant

C. defendant

D. petitioner

Section 3. Reading comprehension (20 points) Complete this paragraph about consumer rights by choosing the correct word in each case. When you buy goods from any seller, you have the right to expect certain standards. The UK Sale of Goods Act 1979 states that the goods must be 31___________ (A. for; B. of; C. in) satisfactory quality 32___________ (A. in comparison to; B. by virtue of; C. in respect of) the appearance and finish of the goods, their safety and durability, and their freedom from defects - except where they have been pointed out to you before purchase. They must also be 33___________ (A. special; B. fit; C. made) for their purpose, including any particular purpose mentioned by you to the 34___________(A. vendor; B. purchaser; C. consumer). If the 35___________ (A. merchandise; B. supply; C. sale) does not meet these standards, you are 36___________ (A. obliged; B. entitled; C. required) to reject it and get your money back. You have a/an 37___________ (A. reasonable; B. acceptable; C. exclusive) time to return faulty goods, after which you are 38___________ (A. requested; B. deemed; C. implied) to have accepted the goods and their 39. (A. faults; B. failures; C. errors) although you may still be able to 40___________ (A. claim; B. incur; C. charge) damages.

Part 2 Legal framework (60 points) Section 1. Concept review (30 points) 41. A clear, detailed and fair contract greatly reduces the possible ______________ of the applicable law. A. impact

B. affection

C. influence

D. consequence

42. The applicable law chosen is central to a correct ______________ of the rights and duties in a contract. A. agreement

B. reservation

C. representation

D. understanding

43. The nature of the Anglo-American system (Common law) is______________,: precedents decided on its merits. A. codified

B. case-law

C. optional

D. disposive

44. One condition to make a contract become enforceable is that both sides must have contractual capability to enter a contract and they must enter a contract within their ______________ A. capacity

B. expertise

C. experience

D. power

45. Assignment of rights and ______________ of duties to a third party are usually not allowed by the parties so as to avoid any potential problems.

A. delegation

B. appointment

C. transfer

D. delivery

46. The recital contains only ______________; the rights and duties of the parties to a contract come after the words “It is hereby agreed that…” A. obligations

B. options

C. explanation

D. conditions

47. The objective of the Definition Section in a contract is to avoid any ______________ meaning and possible conflicts. nghĩa bóng

A. technical

B. literal

C. ambiguous

D. B&C

48. Termination for _______________occurs when one party (usually the buyer or the employer) simply decides to drop the contract. No reason is required. A. convenience

B. default

C. insolvency

D. breach

49. Proceedings of conciliation are short and ______________; if there is a goodwill on both sides, the chance of a fair solution is high. A. formal

B. informal

C. enforceable

D. valid

50. It is advisable that two parties should avoid possible disputes rather than ______________ disputes. A. deal with

B. manage

C. settle

D. all are correct

51. There are three basic sources to govern the life of a contract, namely the private law, public law and _____________ A. decree

B. order

C. circular

D. constitution

52. The purpose of the system of laws of a country is to provide order, stability, and_____________ A. integrity

B. justice

C. equity

D. merit

53. _____________law regulates the rights of individual citizens among themselves. For example, it controls contracts of sale, employment contracts or looks at the behavior or citizens toward each other. A. Trade

B. Private

C. Contract

D. Business

B&D

54. _____________law is one branch of private law, which looks at the agreement citizens or companies which make with each other. A. Public

B. Applicable

C. Contract

D. Business

55. Most rights and duties under the private law are _____________; the parties can agree to set them aside. A. agreeable

B. enforceable

C. alternative

D. disposive

56. A contract is an agreement _____________ at law: both sides can ask a court to enforce their rights. When the parties sign a contract, they are legally bound by their promises. A. enforceable

B. agreeable

C. controlled

D. imposed

57. The “Continental” Law derives from a code developed by Roman Emperor Justinian, it is called Roman Law or more commonly the _____________law. A. Civil

B. Equity

C. Common

D. Case

58. The essence of “continental” law is _____________ A. uniformity

B. codification

C. regularity

D. predictability

59. Anglo-American Private law remains largely case-law, cases decide on its _____________ A. merits

B. equity

C. virtue

D. probity

60. Because of the _____________ feature, a contract under the American system should be long and detailed. A. discrepancy

B. uniformity

C. unpredictability

D. inconsistency

61. No contract is complete. When the contract does not answer the question, the answer lies in the ______________ law. A. applicable

B. governing

C. public

D. A &B

62. A judge or an arbitrator often consider the meaning of a term on the principle that normal words in a contract keep their normal meanings and technical words keep their ______________ usage. A. incident

B. trade

C. case

D. former

63. An offer must be communicated, seriously ______________, which means, it must be clear and understandable to the buyer. A. specific

B. indicated

C. purposeful

D. intended

64. If goods or services simply cannot be delivered, the contract is discharged by reason of ______________ A. rescission

B. termination

C. impossibility

D. frustration

65. If some terms used in a contract are not clear, an arbitrator or a judge will look back the precedents to find definitions expressed or ______________in different judgments. A. implied

B. indicated

C. mediated

D. judged

66. If the parties do not agree an applicable law, the arbitrator/judge decides on one by looking at the ______________, the place of execution, the language, the currency, the weights and measures specified in the contract, and so on. A. centre

B. gravity

C. precedent

D. agreement

67. Parties should agree an applicable law before drafting a contract. Without a defined applicable law, the parties may write ______________ provisions. A. invalid

B. void

C. unworkable

D. unenforceable

68. The “Entire Agreement” clause indicates the entire agreement between the parties replacing all ______________ agreements. A. previous

B. earlier

C. written

D. A&B

69. Due to the different regulations of national laws, the parties should agree that the arbitral award is binding and rule out further ______________. A. case

B. judgment

C. appeal

D. conflict

70. Speculative damages are claimed on the basis of the hopeful expectations of the complaining party, not on factual _____________ of loss. A. evidence

B. proof

C. case

Section 2. Specimen clauses (20 points) Read the specimen clauses below and choose the best answers

D. A&B

Entire agreement This Contract 71. (A. constitutes; B. comprises; C. consists of) ____________ the entire agreement and understanding between the parties. There are no understandings, agreements, conditions, reservations, or 72. (A. representatives; B. representations; C. regulations) ____________, oral or written, that are not 73. (A. indicated; B. included; C. embodied) ____________in this Contract or that have not been superseded by this Contract. Taxation All income taxes, value added taxes, customs duties, excise charges, stamp duties or other fees 74. (A. compressed; B. levied; C. calculated) ____________by any Government, Governmental agency or similar authority shall be borne 75.(A. solely; B. only; C. exclusively) ____________ by the party against whom they are levied. Partial invalidity If any provision or provisions of this Contract are invalid or become invalid, then this shall have no 76. (A. influence; B. effect; C. enforceability) ____________on the remaining provisions. Further, the parties agree to 77. (A. replace; B. substitute; C. modify) ____________any invalid provision with a new, valid provision having, as far as possible, the same 78. (A. provision; B. clause; C. intent) ____________as the provision replaced. Settlement of disputes In the event of any action or 79. (A. case; B. lawsuit; C. appeal) ____________by a third party resulting from any injury, loss or damage to the third party caused by a (n) 80. (A. defect; B. deficient; C. event ) ____________ in the Goods delivered under this Contract, the Party against whom the action of lawsuit is brought shall bear all costs, expenses, awards of damages or legal fees arising therefrom. GENERAL All disputes, controversies or differences arising out of or in relation to this Contract or the 81. (A. breach; B. violation; C. retention) ______________ thereof which cannot be settled by mutual accord without 82. (A. prompt; B. immediate; C. undue) ______________ delay shall be settled by arbitration in Tokyo, Japan, in accordance with the rules of 83. (A. regulation; B. stipulation; C. procedure) ______________ of the Japan Commercial Arbitration Association. The award of arbitration shall be final and binding upon both parties, and judgment on such award may be entered in any court or 84. (A. hearing; B. tribunal; C. tort) ______________ having jurisdiction thereof. This Contract shall be, in all respects, governed by and 85. (A. construed; B. understood; C. heard) ______________ in accordance with the laws of Japan. The trade terms herein used, such as FOB, CFR and CIF, shall be interpreted in accordance with "INCOTERMS 2010". The 86. (A. violation; B. default; C. failure) ______________ of Seller at any time to require full performance by Buyer of the terms hereof shall not affect the right of Seller to 87. (A. enforce; B. liquidate; C. force) ______________ the same . The waiver by Seller of any breach of any provision

of this Contract shall not be construed as a waiver of any 88. (A. proceeding; B. succeeding; C. processing) ______________ breach of such provision or waiver of the provision itself. This Contract constitutes the entire agreement between the parties hereto and 89. (A. substitutes; B. prohibits; C. supersedes) ______________ all prior or contemporaneous communications, agreements or 90. (A. undertakings; B. proceedings; C. hearings) ______________ with regard to the subject matter hereof. This Contract may not be modified or terminated except by a written agreement of Seller and Buyer.

Section 3. Case studies (10 points) Consider the following cases below and answer the questions Case 1-Consider the following clause in a contract. “All components used in the manufacture of the Goods shall be new and not of an age which would impair their operation. Reconditioned or refurbished components shall not be used.” Questions: 91. Is there a clear distinction between reconditioned and refurbished parts? A. YES

B. NO

92. A drafter of this clause use both terms “reconditioned and refurbished” in order to be safe in case the judge needs a distinction. A. True

B. False

Case 2 In 2017,Verbena Storage (Buyer) bought from Northern Chipboard (Seller) for making warehouse shelves from chipboard planks. For a period of five years, Verbena Storage agreed to purchase the board directly from Northern. Unfortunately, in tropical humidity, the boards bend under the weight of stored components. Verbena Storage asks for help. Northern refuses. Verbena Storage re-reads the contract. The relevant clause says: Northern warrants the suitability of the Chipboard for the manufacture of storage shelves without defects under normal conditions. This warranty does not apply in the event of incorrect use of the Chipboard; further, the warranty is void if shelves are used under improper conditions. Northern Chipboard says tropical heat and humidity are not “normal conditions” and installing shelves in tropical warehouse...