英文合同模版

Agreement No XX PURCHASE AND SALE AGREEMENT BY AND BETWEEN XXXX And 客户名称 THIS OEM PURCHASE AND SALE AGREEMENT this Agreement is made and entered into as of 日期 by and between 甲方 我方 地址 代表 乙方 客户 地址 代表 WHEREAS Supplier has long been engaged in the manufacture of various products and has acquired 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 and WHEREAS Purchaser desires to purchase and sell the products manufactured by Supplier under the trade name designated by Purchaser NOW THEREFORE in consideration of the promises and covenants hereinafter set forth the parties hereto agree as follows 1 SUBJECT MATTER OF THE CONTRACT 1 1Seller delivers goods for 商品类 accessories spare parts on conditions 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 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 若本合同为独家代理协议 请自行添加相关约定条款 1 3 In no event shall Purchaser have the exclusive rights for design and sale and or distribution of the products manufactured and designed by Supplier provided however in case that Supplier changed the design by Purchaser s request 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 shall send the design modification requirement in a written form 2 TERMS OF DELIVERY PRICE 2 1 Delivery terms 根据双方约定填写 FOB 运输方式 not including cost of transportation agrees ICC Incoterms 2000 若适用2010年术语自行约定 or on the basis of the separate Application to the present Contract Delivery is considered 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 payment 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 makes 合同金额 USD 2 1 3 若合同为独家代理合同 则应当增加季度任务指标 在合同期限内 买方承诺购买产品如下 年月日至年月日 购买产品不少于 美元 其中每季度不少于 美元 年月日至年月日 购买产品不少于 美元 其中每季度不少于 美元 若有 请自行填加 在规定期限内 若甲方没有完成上述购买金额或按时付款 卖方有权取消买方独家 销售资格或提前终止合同 3 Specification Technical Data and Samples 3 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 Supplier s 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 Purchaser Supplier shall give a written reply with an alternative solution within 根据实际生产要求确定订单确认时间 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 meet the Purchaser s technical requirement which specification was confirmed by both parties in any case Purchaser may issue the Request for Specification Change herein called RSC and 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 Products or Supplier s major sub supplier from those 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 hereinafter called BPCR and this 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 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 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 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 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 hereinafter called ES1 Engineering Sample 2 hereinafter called ES2 Pre 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 样板条款请根 据研发实际情况约定 若无需要请删除本条 4 Inspection and Test 4 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 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 s facilities used to manufacture the Products in accordance with the time schedule and the manner agreed by both parties hereto 检验条款根据实际情况添加或者修改 5 Purchase Order ii is proved by the 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 without use or access to said confidential information received from the other party v becomes part of the public domain after disclosure without the receiving party s breach of this Agreement or vi is disclosed pursuant to judicial order a requirement of a governmental agency or by operation of law 14 Term and Termination 14 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 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 be very important and very influential to Purchaser and shall considerably affect Purchaser s overall 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 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 breaching 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 the 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 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 insolvency 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 of this Agreement 15 Assignment All 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 Majeure Neither 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 beyond the reasonable control of the parties including but not limited to act of God international conflict strikes riot and civil disorders wars embargoes storms floods earthquakes and other natural calamities fires governmental actions and restrictions and other similar causes provided however that the party in trouble should notify other party in writing of the cause within ten 10 working days from the commencement of such causes If any of the events as above stated happened both parties hereto shall decide the countermeasure through the mutual discussion 17 Governing Law and Arbitration This Agreement shall be construed in accordance with and governed by the laws of Singapore without reference to principles of conflicts of laws Any disputes arising out of or in connection with this Agreement shall be finally settled in Singapore International Arbitration Centre The arbitration and judgment by this arbitration centre shall be final and binding on the parties concerned 18 Intellectual Property Rights 18 1 Supplier represents and warrants that Supplier has good title to the intellectual property rights of the Products if applicable and the said intellectual property rights are not subject to any pledge mortgage lien security agreement conditional sales agreement option encumbrance claim or charge of any nature whatsoever Supplier further represents and warrants that the use and sale of the Products by Purchaser pursuant to the terms hereof shall not constitute an infringement of any existing patent copyright or other right including without limitation trade secrets The conduct of Supplier in respect to the transaction contemplated under this Agreement does not infringe upon or conflict with and has not in t