英文合同模版

1、Agreement No: XX-PURCHASE AND SALE AGREEMENTBY AND BETWEENXXXXAnd（客戶名稱 ）代表THIS OEM PURCHASE AND SALE AGREEMENT （“tAhgisreement ”） is made and entered into as of （日期） , by and between: 甲方（我方） ： 地址乙方（客戶）：地址代表WHEREAS, Supplier has long been engaged in the manufacture of various products and has acquire

2、d valuable engineering knowledge and experience on design, manufacture and supply of the products ;WHEREAS, Supplier desires to manufacture and supply the products either in complete set or in unit on an OEM basis to Purchaser as hereinafter defined; andWHEREAS, Purchaser desires to purchase and sel

3、l the products manufactured by Supplier under the trade name designated by Purchaser.NOW, THEREFOR,Ein consideration of the promises and covenants hereinafter set forth, the parties hereto agree as follows:1、SUBJECT MATTER OF THE CONTRACTI.ISeller delivers goods for （商品類）,accessoriesspare parts on c

4、onditions and under the prices according to proforma invoice to the present Contract and under the Seller invoices, and Buyer accepts and pays the goods and services according to applications and the Seller invoices to the present Contract.1.2Both Parties can mutually agree on the price of Products

5、and model name by separately executing the Memorandum, which will be the integrated part of this Agreement. It shall be signed as complementary documents to this Agreement.若本合同為獨家代理協(xié)議，請自行添加相關(guān)約定條款）1.3 In no event shall Purchaser have the exclusive rights for design and sale and/or distribution of the

6、 products manufactured and designed by Supplier; provided, however, in case that Supplier changed the design by Purchaser equest, Purchaser shall have the exclusive rights for changed design and sale and/or distribution of the products manufactured and designed by Supplier. In this case, Purchaser s

7、hall send the design modification requirement in a written form.2、TERMS OF DELIVER,YPRICE2.1 Delivery terms（ 根據(jù)雙方約定填寫 ）FOB （運輸方式） not including cost of transportation, agrees ICC Incoterms,2000 （若適用 2010年術(shù)語自行約定） , or on the basis of the separate Application to the present Contract. Delivery is consi

8、dered executed when the Goods have passed through hand, rail of a vessel in the named port of dispatch. The ports of dispatch considers port rongqi , China,2.1.1. The price for the goods is established according to the Proforma Invoice signed by both sides with the instruction of conditions of payme

9、nt to the given Contract （proceeding from point 2.1 of the present Contract and proves to be true Invoice.2.1.2 The sum of the Contract make（s 合同金額） USD.美元。美元。2.1.3 若合同為獨家代理合同，則應(yīng)當(dāng)增加季度任務(wù)指標(biāo) 在合同期限內(nèi)，買方承諾購買產(chǎn)品如下， 年月日至年月日，購買產(chǎn)品不少于美元，其中每季度不少于年月日至年月日，購買產(chǎn)品不少于美元，其中每季度不少于（若有，請自行填加）在規(guī)定期限內(nèi)，若甲方?jīng)]有完成上述購買金額或按時付款，賣方有權(quán)取

10、消買方獨家 銷售資格或提前終止合同。3、 Specification, Technical Data and Samples3.1 To make a properly matching system required by Purchaser or to meet the technical and engineering requirements requested in the general and specific market, Supplier shall change or modify some parts and/or specifications from Supplie

11、r existing models, in its design and/or quality, in accordance with the requirements by Purchaser. In case of changing the specification after mass production, the change of specification shall be decided by mutual discussion. If Supplier is not able to follow or comply with the requirement by Purch

12、aser, Supplier shall give a written reply with an alternative solution within （根據(jù)實際 生產(chǎn)要求確定訂單確認(rèn)時間） to Purchaser. The solution with the corresponding sample（s） shall be approved by Purchaser.3.1.1 In case that Product is not able to m eet the Purchasers technical requirement, whichspecification was co

13、nfirmed by both parties, in any case, Purchaser may issue the Request for Specification Change （herein called “ RSC”an） d Supplier shall adjust the price of the corresponding Products accordingly. The adjusted price shall be discussed and decided by parties.3.2 In case of any major change in the Pro

14、ducts or Supplier-supsplmierajforormsutbhoseBPCR”agreed between both parties including the major component specification change, the change of major vendor, the assignment of additional major vendor and/or the major material change, Supplier shall submit the Branded Product Change Request (hereinaft

15、er called) andthis BPCR shall be approved by Purchaser before such change. If Supplier uses a different major part from the agreed or any major part supplied from the non-listed vendors without BPCR approval, Purchaser has a right to request Supplier to submit the technical data which can prove that

16、 such parts has the same quality as the approved part has and to provide this corresponding parts. If Purchaser incurs any damage due to such unauthorized change, Supplier shall cover all of damage or the relevant cost that Purchaser had. The compensation of this damage and/or cost can be discussed

17、and finalized by both parties. Purchaser shall not unreasonably suspend or reject the approval for BPCR without any specific and reasonable reasons.3.3 The Supplier must package the Products such that they arrive at the designated place undamaged and in perfect condition and can be lifted, unloaded

18、and stacked from all four sides by fork-lift trucks. The Supplier is responsible for ensuring that the cargo is properly secured on the mode of transport used. The Customer may request specific packaging for the Products and the Supplier must use all reasonable endeavours to meet such request, while

19、 the Customer should pay for that requested packaging.Neither the packaging nor the product itself may contain any reference to the Supplier.3.4 Supplier shall also provide Purchaser with the relating samples in each development stage consisting of the Specification Freeze, Engineering Sample 1 (her

20、einafter called Engineering Sample 2 (hereinafter called “ ES2”P)r,e-pilot, and Pilot. The relating samples shall reflect the above specifications required and be delivered to Purchaser within the due date without any delay, in a certain number agreed between both parties. (樣板條款請根據(jù) 研發(fā)實際情況約定，若無需要請刪除本

21、條)4、 Inspection and Test4.1 In the event that new model is produced, Supplier shall inspect the new models in order to provide non-defective products. The inspection result including inspection sheet shall be sent to Purchaser within two (2) working days after finishing the production and Purchaser

22、shall confirm the Product shipment within one (1) day after receiving the inspection result.4.2Upon Purchaser s request, Purchaser or its representative shall have the right to carry out the inspection and test for the Products and audit at Supplier facsilities used to manufacture the Products in ac

23、cordance with the time schedule and the manner agreed by both parties hereto.(檢驗條款根據(jù)實際情況添加或者修改)5、Purchase Order & Delivery5.1 Before the end of every calendar year or other date as agreed by both parties,Purchaser shall provide Supplier with a tentative ordering schedule of the Products to cover the

24、 coming season and, this tentative ordering schedule can be tentatively updated thereafter at the end of every month.5.1.1 Such tentative ordering schedule provided to Supplier shall not be firm or binding but shall be later confirmed by individual effective purchase orders to be placed by Purchaser

25、 at least thirty-five (35) days prior to the shipment date required but generally more than forty (40) days. Supplier shall ex-factory each confirmed purchase order consignment within forty (40) days after purchase order. (貨期請根據(jù)實際情況定)5.2 It is well recognized by both parties that to meet the deliver

26、y schedule required by Purchaser is one of the most important key factors for successful business collaboration between both parties and for the preservation of Purchasers good reputation established inthe market. Accordingly, if Supplier fails to deliver the Products on the delivery date specified

27、in the purchase order signed mut ually due to Suppliers responsibility, on condition that allthe production details and specification are not changed when the purchase order was placed by purchaser, then Purchaser shall have the right to claim minimum compensation for the delay at a rate of zero poi

28、nt two percent (0.2%) of the purchase price per day starting from the twenty (20th) day past the due date based on the delivery date agreed between both parties. If delay happens, purchaser should send out the an notice to supplier as to initiate the compensation. The delay period should count from

29、the date purchaser mentions in the notice. Compensation should be paid to supplier by mutual agreed ways若對方要求添加驗收條款，則根據(jù)雙方談判的結(jié)果決定是否添加與修改）the PriceProducts.one (1)6、Price and Conditions6.1 The price and conditions of the Products shall be determined through Agreement agreed by the parties and Supplier

30、 shall secure the price of the Supplier shall guarantee that the price determined should be basically effective for calendar year from the date when both parties hereto agreed upon such price.6.1.1 If the raw materials, exchange rates, labor and other factors change 5% of the cost of floating up and

31、 down, the parties have the right to re-negotiated price.6.2 Supplier shall notify the detailed shipping information such as invoice, packing list describing the model & quantity to Supplier by email within three (3) working days upon shipment of those cargo.7、PaymentThe Payment for each purchase or

32、der shall be made by (根據(jù)財務(wù)情況確定)8、 CertificationBefore the production, the buyer is obliged to provide the supplier with the technical standards and regulations of the place where the product is sold. In accordance with the standards and regulations provided by the buyer, the supplier shall produce t

33、he products agreed in this contract. The supplier is not responsible for any inaccuracies in the liability and loss arising from the regulations.(需要其他認(rèn)證的請根據(jù)實際情況添加或修改)9、Quality Warranty (產(chǎn)品質(zhì)量要求以及保修期限、義務(wù)等根據(jù)實際約定)Supplier warrants to Purchaser that the Products approved and supplied pursuant to this Agr

34、eement shall be free from defects in materials, system engineering and/or workmanship under normal use and maintenance.For making assurance of the quality, in the event that the purchaser requests the inspection result sheet or data of supplied Products, Supplier has a responsibility to submit the s

35、heet or data to Purchaser after confirmation by both parties.Supplier Qusality warranty as set forth in this Article shall not apply if (a) the Products have been subject to misuse, negligence or abuse, (b) the Products have been modified, altered, serviced or used in combination with other apparatu

36、s, in any manner contrary to Supplier wristten instructions, (c) the Products have been used for other application than the Products have been so designed, (d) it is evident that the defects of the Products are caused by corrosive gas, or (e) it is evident that the defects of the Products are caused

37、 by mishandling of the Products during its transportation after FOB at the port of export.10、Service Parts(根據(jù)售后要求確定)10.1 Supplier shall maintain availability of service parts for a period of seven (7) years from the last production date of each model of the Products. In event that Supplier can not m

38、aintain availability of service parts actually within seven (7) years , Supplier shall request to purchase the service parts in advance within seven(7) year. Within seven (7) days from the order date to Supplier, Supplier shall advise Purchaser of the Part Price List (hereinafter called “PPL”) with

39、the validity. This PPL shall include part name, Supplier Part No, reasonable Prices, Exploded view, other necessary information or descriptions covering the Products, and the total amount of spare parts shall be counted on the basis of PPL.10.2 Supplier shall provide Purchaser with the service parts

40、 recommended by Purchaser equivalent to one percent (1%) of total purchase amount of the Products free of charge, which does not means to cover all warranty to be done by Supplier,as mentioned on Priceagreement . The service parts of one percent (1%) to purchase amount shall be confirmed and deliver

41、ed by mutual discussion. In case to cover immediate demand for after sales service, the volume of service parts could be changed by negotiation of both parties.10.3 The Supplier shall give notice to the purchaser at least four (4) months before the production halts of any part, so that the Purchaser

42、 may place a final order as stock.11、Product LiabilityWithin 10(years) from the supplied date to Customer or Purchaser, in case any user(s) or third party(ies) make a claim against the parties hereto alleging bodily injury or death and damage to property (hereinafter called the“siDngamoautgoe”f o)r

43、ainriconnection with the failure of the Products provided by Supplier to Purchaser hereunder and confirmed by both parties, or alleging a claim for indemnification with respect to the Damage, Purchaser shall notify Supplier of such claim, and then Purchaser shall take appropriate action to Damage ca

44、used by failure immediately. Regarding the compensation to be paid for such user(s) or third party(ies) as made in the claim by Purchaser, Supplier has the obligation to pay the relevant cost for the compensation or damage caused by this claim12、Trademark12.1 Trademark, trade name, or other symbols

45、to be used in the Products shall be designated by Purchaser and Supplier shall mark, label, and/or barcode the Products as designated by Purchaser.12.2 All trademarks, trade names or any other symbols designed or supplied by Purchaser for the Products shall be owned by Purchaser, and Supplier shall

46、not use, for any purpose, any trademark, trade name or symbols owned by Purchaser. Upon expiration of this Agreement, Supplier shall immediately cease to use the trademark, trade names or any other symbols of Purchaser including any trade name or mark, which may be confused with those of Purchaser.1

47、3、ConfidentialityNeither party shall disclose to any third party, irrespective of a company, a firm or an individual, any information including, but not limited to, the business relationship itself between both parties, the other party s plans, drawings, specification, business objectives,customers,

48、 products, processes, work or services, which has been acquired under or as a result of this Agreement or negotiations leading thereto.The confidential obligation under this Agreement shall not extend to the information that :i) is in the public domain at the time of disclosure;ii) is proved by the

49、receiving party to have been known to it at the time of disclosure;iii) is proved by the receiving party to have been obtained by the receiving party from a third party that does not have confidentiality obligations;iv) is proved by the receiving party to have been independently developed by it with

50、out use or access to said confidential information received from the other party;v) becomes part of the public domain after disclosure without the receiving partybreach ofthis Agreement; orvi) is disclosed pursuant to judicial order, a requirement of a governmental agency or by operation of law.14、T

51、erm and Termination14.1 This Agreement shall be effective from the Effective Date and valid for 1 year from singed date on this agreement, and shall be automatically renewed for one (1) year, unless a party provides with written notice of termination intent to the other Party no later than three (3)

52、 months prior to the expiration date of this Agreement. At the automatic renewal, the terms and conditions of the renewed agreement shall remain the same as this Agreement.14.2 As both parties fully understand that the purchase program by Purchaser from Supplier on the basis of this Agreement shall

53、be very important and very influential to Purchaser, and shall considerably affect Purchaser ovserall business in case of sudden termination of this Agreement by Supplier, Supplier and Purchaser shall not have any right to terminate this Agreement during the term of this Agreement unconditionally.14

54、.3 In the event of a breach by either party hereto of any terms and conditions of this Agreement and/or any purchase order placed from time to time by Purchaser and the failure by the breaching party to cure such breach within thirty (30) days after written notice to the breaching party, the non-bre

55、aching party shall have the right to immediately terminate this Agreement and/or all or part of the purchase orders having been placed by sending a written notice to that effect to the breaching party, and also have the right to claim against the breaching party for damages suffered there from by th

56、e non-breaching party.14.4 Unless it becomes impossible for Supplier to supply or manufacture the Products due to the events of force majeure stated under Article 16 such as natural disaster or the causes related to the extreme financial issues of Supplier set forth under this Article as hereinafter

57、 stated below such as bankruptcy or dissolution, Supplier s non-performance of this Agreement and the Memorandum shall constitute breach. In addition, however, in the event that the other party is adjudicated a bankrupt; make an assignment for the benefit of its creditors; takes advantage of any ins

58、olvency act; or is the subject of a case for its liquidation or reorganization under any law, either party reserves the right to terminate this Agreement and/or the purchase orders immediately.14.5 Agreement shall be still applicable to any purchase order which survive the termination or expiration

59、of this Agreement.15、AssignmentAll or any of the rights or obligations under this Agreement can not be assigned to any third party(ies) without prior written consent of the other party.16、Force MajeureNeither party shall be responsible for delay of or failure in delivery or performance of the terms of this Agreement due directly or indirectly to any cause or factors bey