Foreign Trade University MID-TERM TEST OF ENGLISH

Hochiminh City Campus Subject: International business contract

English faculty 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 D. A&B
Section 2. Specimen clauses (20 points)
Read the specimen clauses below and choose the best answers
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 is “improper use”. Verbena Storage disagrees. Obviously the words
normal and improper need interpretation. The recital helps here:
WHEREAS the Northern Chipboard Company has worldwide expertise in the manufacture of
chipboard for all types of storage
AND WHEREAS the chipboard has been successfully used in all parts of the world for the
manufacture of storage shelves . . .
Questions:
93. If the case is referred to the court, which party (Verbena Storage or Northern Chipboard) will be
a winner?
A. Verbena Storage B. Northern Chipboard
94. Which interpretation, of Verbena Storage or Northern Chipboard is more acceptable?
A. Verbena Storage B. Northern Chipboard
Case 3
BEC, an English company, is selling switchgear for power stations in the USA to a Vietnamese buyer
in Vietnam. The parties agree that “English law applies”. BEC, however, wants to ensure that it is not
liable for tax under Vietnamese tax law; therefore the lawyer drafts this clause:
All income taxes or other tax obligations created as a result of this contract shall be assessed and
regulated exclusively according to the English tax law in force at the time of assessment.
Questions:
95. Is BEC now free of Verbenan income taxes? (check one answer)
A. YES
B. NO-because tax law is public law and the parties cannot be set it aside
C. NO-because the clause is worded too weakly
Decide if the following clauses are correct or incorrect
96. This Contract shall be governed and construed in accordance with Incoterms 2010, Publication
490, ICC.
A. correct B. incorrect
97. The language of this Contract and of all communication and business correspondence hereof is
made in English and Vietnamese of the same legal value.
A. correct B. incorrect
98. This Contract shall be governed and construed by Vietnamese Law in force at the time of
performance of this Contract.
A. Correct B. Incorrect
99. All disputes arising from this Agreement shall be settled by arbitration in Ho Chi Minh city under
the Rules of Conciliation and Arbitration of ICC.
A. Correct B. Incorrect
100. If any claims or controversies arise out of or in connection with this Contract, both parties agree
to settle amicably. Should it be impossible to reach an agreement, the same shall be settled by
Vietnamese International Arbitration Center in Hochiminh city, Vietnam (VIAC).
A. Correct B. Incorrect