The localization of a contract is required if the negotiation takes place in an international context. Business contracts are a crucial moment for a company interested in expanding abroad and dealing with new markets. It is important to know how to move and how to communicate, both in written and oral form.
How to prepare the translation of an international contract
Generally for international trade, CCI contracts prepared by the International Chamber of Commerce are always used as a reference model, which are then possibly subjected to revision or specific adaptations depending on the case and the country of destination. Alternatively, reference is made to the ECE/ONU form, to the ORGALIME conditions or to the UCIMU model. Given the variety of wording of the contract, it must always be indicated within it which regulatory frameworks are to be taken into consideration.
An international contract establishes an agreement between two or more parties, who must respond to obligations established by the legal systems involved and by international commercial law in order for transactions to be carried out in accordance with the law.
Naturally, since different countries and languages are involved, the first thing to do will be to translate the contract to be sent. The translation of a contract is not a simple automatic translation. Even more so, an official translation which must respect first of all the contents of the initial document so that it retains legal validity, and secondly the laws and legal regulations of the countries involved.
The negotiation begins with the proposal of a contract, i.e. a commercial proposal that the seller presents to the counterparty, specifying within it all the conditions and terms inherent to a possible commercial agreement. The counterparty receives the offer letter and is invited to take note of it and propose new conditions to be agreed upon in view of a future face-to-face meeting.
Contents of the international contract
The contract leaves space within it for a concise presentation of the selling company, as well as the recipient company. Of these two, the name or company name, logo, address, telephone and email contacts, fax and website will be indicated on headed paper. All these elements should also be localised. By localizing a contract, we mean that nothing is left “natural” or to chance: normally – however difficult and sometimes impossible – even proper names in the original language are accompanied by their corresponding translated into the reference language, to facilitate understanding the interlocutor.
The reason for the advancement of the contractual offer is also indicated in the contract, such as the presentation of a new product for which brochures and product manuals will be sent or an invitation to visit the selling company or the official website. And again, the will of the parties, delivery terms, delivery times, payment conditions and compensation methods, and a series of other contractual clauses.
Characteristics of the international contract
The contract must be exhaustive – given the cultural, linguistic and difference in habits and customs, inevitable between the subjects involved in the negotiation – and organic – as the clauses of the two legal-commercial systems cannot contradict each other, the more it is harmoniously balanced. It is also important that the contract is clear and concise in the formulation of commercial and technical terms, in all the languages required for the certified translation of the contract. For example, it is good to remember to manage so-called false friends (such as counterpart/copy in English) and to define the correct legal terms when translating a contract from language to language.
Which language to choose for the translation of a contract?
The Anglo-Saxon language is widely used in the field of international correspondence and contracts. However, the risk in choosing only English as the vehicular language, often foreign to both parties involved in the contract, is the potential for unpleasant misunderstandings and misunderstandings to arise due to arbitrary and conflicting interpretations.
The most relevant solution seems to be to draft and translate the contract into the languages of interest, and possibly also add English as an “intermediary”. Legal validity is attributed equally to the two (or more) contracts – unless otherwise specified in one of the contractual clauses.
However, so that there are no problems of inconsistency or interference, at a legal and content level, it is important that the correspondence and conformity of the texts are respected. For this reason, the translation of a contract must be carried out by a bilingual translator expert in legal-commercial matters.
Not so much the cultural factor, but rather the rules and applicable laws of the countries involved must be known by heart by those who transcribe and transpose the contents of the original contract into language. The lack of correct knowledge of the legal field would cause irreparable damage in the legal field for the company itself and for the translator.
What precautions to take?
Certainly rely on certified translation agencies such as LingoYou and expert translators qualified in the field of international contracts.
From the outset, agree to a state court (of your own country or the country of the other party) or an arbitral award of jurisdiction that can intervene in the event of disputes and controversies.
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