上一期译博翻译小编为大家介绍了关于 国际统一私法协会国际商事合同通则第8至10章 的文章，秉承着打造专业、优秀合肥翻译公司的理念，今天依然为大家带来与翻译相关的文章，希望给各位译者带来帮助。 第八章抵销CHAPTER 8SET-OFF 第8.1条抵销的条件 ARTICLE
第八章 抵销CHAPTER 8 — SET-OFF
(1) Where two parties owe each other money or other performances of the same kind, either of them("the first party") may set off its obligation against that of its obligee("the other party") if at the time of set-off,
(b) the other party’s obligation is ascertained as to its existence and amount and performance is due.
(2) If the obligations of both parties arise from the same contract, the first party may also set off its obligation against an obligation of the other party which is not ascertained as to its existence or to its amount.
Where the obligations are to pay money in different currencies, the right of set-off may be exercised, provided that both currencies are freely convertible and the parties have not agreed that the first party shall pay only in a specified currency.
The right of set-off is exercised by notice to the other party.
(1) The notice must specify the obligations to which it relates.
(2) If the notice does not specify the obligation against which set-off is exercised, the other party may, within a reasonable time, declare to the first party the obligation to which set-off relates. If no such declaration is made, the set-off will relate to all the obligations proportionally.
(2) If obligations differ in amount, set-off discharges the obligations up to the amount of the lesser obligation.
CHAPTER 9 — ASSIGNMENT OF RIGHTS, TRANSFER OF OBLIGATIONS,
ASSIGNMENT OF CONTRACTS
第一节 权利的转让SECTION 1: ASSIGNMENT OF RIGHTS
“Assignment of a right” means the transfer by agreement from one person(the “assignor”) to another person(the “assignee”), including transfer by way of security, of the assignor’s right to payment of a monetary sum or other performance from a third person(“the obligor”).
This Section does not apply to transfers made under the special rules governing the transfers:
(a) of instruments such as negotiable instruments, documents of title or financial instruments, or
(b)一项商业转让过程中发生的权利转让。 (b) of rights in the course of transferring a business.
A right to non-monetary performance may be assigned only if the assignment does not render the obligation significantly more burdensome.
(1) A right to the payment of a monetary sum may be assigned partially.
(2) A right to other performance may be assigned partially only if it is divisible, and the assignment does not render the obligation significantly more burdensome.
A future right is deemed to be transferred at the time of the agreement, provided the right, when it comes into existence, can be identified as the right to which the assignment relates.
ARTICLE 9.1.6 Rights assigned without individual specification
A number of rights may be assigned without individual specification, provided such rights can be identified as rights to which the assignment relates at the time of the assignment or when they come into existence.
ARTICLE 9.1.7 Agreement between assignor and assignee sufficient
(1) A right is assigned by mere agreement between the assignor and the assignee, without notice to the obligor.
(2) The consent of the obligor is not required unless the obligation in the circumstances is of an essentially personal character.
The obligor has a right to be compensated by the assignor or the assignee for any additional costs caused by the assignment.
(1) The assignment of a right to the payment of a monetary sum is effective notwithstanding an agreement between the assignor and the obligor limiting or prohibiting such an assignment. However, the assignor may be liable to the obligor for breach of contract.
(2) The assignment of a right to other performance is ineffective if it is contrary to an agreement between the assignor and the obligor limiting or prohibiting the assignment. Nevertheless, the assignment is effective if the assignee, at the time of the assignment, neither knew nor ought to have known of the agreement. The assignor may then be liable to the obligor for breach of contract.
(1) Until the obligor receives a notice of the assignment from either the assignor or the assignee, it is discharged by paying the assignor.
(2) After the obligor receives such a notice, it is discharged only by paying the assignee.
If the same right has been assigned by the same assignor to two or more successive assignees, the obligor is discharged by paying according to the order in which the notices were received.
(1) If notice of the assignment is given by the assignee, the obligor may request the assignee to provide within a reasonable time adequate proof that the assignment has been made.
(2) Until adequate proof is provided, the obligor may withhold payment.
(3) Unless adequate proof is provided, notice is not effective.
(4) Adequate proof includes, but is not limited to, any writing emanating from the assignor and indicating that the assignment has taken place.
(1) The obligor may assert against the assignee all defences that the obligor could assert against the assignor.
(2) The obligor may exercise against the assignee any right of set-off available to the obligor against the assignor up to the time notice of assignment was received.
一项权利的转让将下列权利转至受让人: The assignment of a right transfers to the assignee:
(a) all the assignor’s rights to payment or other performance under the contract in respect of the right assigned, and
(b) all rights securing performance of the right assigned.
The assignor undertakes towards the assignee, except as otherwise disclosed to the assignee, that:
(a) the assigned right exists at the time of the assignment, unless the right is a future right;
(c) the right has not been previously assigned to another assignee, and it is free from any right or claim from a third party;
(e) neither the obligor nor the assignor has given notice of set-off concerning the assigned right and will not give any such notice;
(f) the assignor will reimburse the assignee for any payment received from the obligor before notice of the assignment was given.
第二节:债务的转移SECTION 2: TRANSFER OF OBLIGATIONS
An obligation to pay money or render other performance may be transferred from one person(the “original obligor”) to another person(the “new obligor”) either
(a) by an agreement between the original obligor and the new obligor subject to Article 9.2.3, or
(b) by an agreement between the obligee and the new obligor, by which the new obligor assumes the obligation.
This Section does not apply to transfers of obligations made under the special rules governing transfers of obligations in the course of transferring a business.
ARTICLE 9.2.3 Requirement of obligee’s consent to transfer
The transfer of an obligation by an agreement between the original obligor and the new obligor requires the consent of the obligee.
(1)债权人可以预先同意。 (1) The obligee may give its consent in advance.
(2) If the obligee has given its consent in advance, the transfer of the obligation becomes effective when a notice of the transfer is given to the obligee or when the obligee acknowledges it.
(1)债权人可以解除原债务人的债务。 (1) The obligee may discharge the original obligor.
(2) The obligee may also retain the original obligor as an obligor in case the new obligor does not perform properly.
(3) Otherwise the original obligor and the new obligor are jointly and severally liable.
(1) Without the obligee’s consent, the obligor may contract with another person that this person will perform the obligation in place of the obligor, unless the obligation in the circumstances has an essentially personal character.
(2)债权人保留对债务人的请求权。 (2) The obligee retains its claim against the obligor.
(1) The new obligor may assert against the obligee all defences which the original obligor could assert against the obligee.
(2) The new obligor may not exercise against the obligee any right of set-off available to the original obligor against the obligee.
ARTICLE 9.2.8 Rights related to the obligation transferred
(1) The obligee may assert against the new obligor all its rights to payment or other performance under the contract in respect of the obligation transferred.
(2) If the original obligor is discharged under Article 9.2.5(1), a security granted by any person other than the new obligor for the performance of the obligation is discharged, unless that other person agrees that it should continue to be available to the obligee.
(3) Discharge of the original obligor also extends to any security of the original obligor given to the obligee for the performance of the obligation, unless the security is over an asset which is transferred as part of a transaction between the original obligor
and the new obligor.
第三节 合同的转让SECTION 3: ASSIGNMENT OF CONTRACTS
“Assignment of a contract” means the transfer by agreement from one person(the “assignor”) to another person(the “assignee”) of the assignor’s rights and obligations arising out of a contract with another person(the “other party”).
This Section does not apply to the assignment of contracts made under the special rules governing transfers of contracts in the course of transferring a business.
ARTICLE 9.3.3 Requirement of consent of the other party
The assignment of a contract requires the consent of the other party.
(2) If the other party has given its consent in advance, the assignment of the contract becomes effective when a notice of the assignment is given to the other party or when the other party acknowledges it.
(2) The other party may also retain the assignor as an obligor in case the assignee does not perform properly.
(3) Otherwise the assignor and the assignee are jointly and severally liable.
(1) To the extent that the assignment of a contract involves an assignment of rights, Article 9.1.13 applies accordingly.
(2) To the extent that the assignment of a contract involves a transfer of obligations, Article 9.2.7 applies accordingly.
(1) To the extent that the assignment of a contract involves an assignment of rights, Article 9.1.14 applies accordingly.
(2) To the extent that the assignment of a contract involves a transfer of obligations, Article 9.2.8 applies accordingly.
第十章 时效期间CHAPTER 10 — LIMITATION PERIODS
(1) The exercise of rights governed by these Principles is barred by the expiration of a period of time, referred to as “limitation period”, according to the rules of this Chapter.
(2) This Chapter does not govern the time within which one party is required under these Principles, as a condition for the acquisition or exercise of its right, to give notice to the other party or to perform any act other than the institution of legal proceedings.
(1) The general limitation period is three years beginning on the day after the day the obligee knows or ought to know the facts as a result of which the obligee’s right can be exercised.
(2) In any event, the maximum limitation period is ten years beginning on the day after the day the right can be exercised.
ARTICLE 10.3 Modification of limitation periods by the parties
(a) shorten the general limitation period to less than one year;
(b) shorten the maximum limitation period to less than four years;
(c) extend the maximum limitation period to more than fifteen years.
ARTICLE 10.4(New limitation period by acknowledgement)
(1) Where the obligor before the expiration of the general limitation period acknowledges the right of the obligee, a new general limitation period begins on the day after the day of the acknowledgement.
(2) The maximum limitation period does not begin to run again, but may be exceeded by the beginning of a new general limitation period under Art. 10.2(1).
(a) when the obligee performs any act, by commencing judicial proceedings or in judicial proceedings already instituted, that is recognised by the law of the court as asserting the obligee’s right against the obligor;
(b) in the case of the obligor’s insolvency when the obligee has asserted its rights in the insolvency proceedings; or
(c) in the case of proceedings for dissolution of the entity which is the obligor when the obligee has asserted its rights in the dissolution proceedings.
(2) Suspension lasts until a final decision has been issued or until the proceedings have been otherwise terminated.
(1) The running of the limitation period is suspended when the obligee performs any act, by commencing arbitral proceedings or in arbitral proceedings already instituted, that is recognised by the law of the arbitral tribunal as asserting the obligee’s right against the obligor. In the absence of regulations for arbitral proceedings or provisions determining the exact date of the commencement of arbitral proceedings, the proceedings are deemed to commence on the date on which a request that the right in dispute should be adjudicated reaches the obligor.
(2) Suspension lasts until a binding decision has been issued or until the proceedings have been otherwise terminated.
The provisions of Articles 10.5 and 10.6 apply with appropriate modifications to other proceedings whereby the parties request a third person to assist them in their attempt to reach an amicable settlement of their dispute.
ARTICLE 10.8 Suspension in case of force majeure, death or incapacity
(1) Where the obligee has been prevented by an impediment that is beyond its control and that it could neither avoid nor overcome, from causing a limitation period to cease to run under the preceding articles, the general limitation period is suspended so as not to expire before one year after the relevant impediment has ceased to exist.
(2) Where the impediment consists of the incapacity or death of the obligee or obligor, suspension ceases when a representative for the incapacitated or deceased party or its estate has been appointed or a successor has inherited the respective party’s position. The additional one-year period under paragraph(1) applies accordingly.
ARTICLE 10.9 The effects of expiration of limitation period
(1) The expiration of the limitation period does not extinguish the right.
(2) For the expiration of the limitation period to have effect, the obligor must assert it as a defence.
(3) A right may still be relied on as a defence even though the expiration of the limitation period for that right has been asserted.
The obligee may exercise the right of set-off until the obligor has asserted the expiration of the limitation period.
Where there has been performance in order to discharge an obligation, there is no right of restitution merely because the limitation period has expired.