材料采购基本合同范本(英文).doc

CONFIDENTIAL Master Supply and Purchase Contract Master Supply and Purchase ContractContract No.Buyer：AndSupplier：Signature Place：ContentsArticle 1Definition1Article 2Contract Purpose and Business Model2Article 3Purchase Order and Delivery Schedule2Article 4Price3Article 5Delivery4Article 6Late Delivery and Liquidated Damages(违约金)4Article 7Advance Delivery and Over Delivery5Article 8Payment5Article 9Suppliers Representations and Warranties5Article 10Indemnity6Article 11End of Life7Article 12Term and Termination7Article 13Confidentiality8Article 14IPR Indemnification10Article 15Custom Clearance Assurance11Article 16Business Ethics and Principles12Article 17Force Majeure13Article 18Entire Agreement13Article 19Notices13Article 20Governing Law14Article 21Dispute Resolution14Article 22Amendment and Assignment14Article 23Severability14Article 24Relationship of the Parties15Article 25Retrospective Effect15Article 26Setoff15Article 27Survival15Article 28Waiver15Attachments：16Master Supply and Purchase ContractThis Master Supply And Purchase Contract (hereinafter referred to as “Contract”) is made and entered into in PLACE as of DATE (hereinafter referred to as “Effective Date”) by and between THE NAME OF THE BUYER, a company incorporated and existing under the laws of the Peoples Republic of China, having its principal place of business at ADDRESS (hereinafter referred to as the “Buyer”), and THE NAME OF THE SUPPLIER（in English and in its official language of the registered address）, a NATIONALITY corporation with its registered address at ADDRESS, and with its principal place of business at ADDRESS (hereinafter referred to as the “Supplier”).The Buyer and the Supplier may be referred to as the “Party” and together they may be referred to as the “Parties”.WHEREAS, the Supplier is engaged in and represents that it has considerable experience in the business of design, manufacture and sales of Contract Goods (as defined in Article 1.3) which is widely used in Flat Panel Display devices. The Supplier is willing and able to design, manufacture and warrant a reliable, steady, committed and continuous supply of Contract Goods to the Buyer and its Affiliates (as defined in Article 1.1) within duration of this Contract.WHEREAS, the Buyer and its Affiliates may purchase and the Supplier agrees to sell Contract Goods according to this Contract and Attachment hereto; NOW THEREFORE the Parties agree as follows:Article 1 Definition1.1 “Affiliates” shall mean (a) any company directly or indirectly controlling the Party, or (b) any company directly or indirectly controlled by the Party, or (c) any company directly or indirectly under common control with the Party, through ownership of a majority of shareholdings, or ownership of a majority of voting right of the entity or personnel, or agreements. A list of the Buyers Affiliates is attached hereto as Attachment 1.1.2 “Purchase Order” shall mean a purchase order for the Contract Goods placed by the Buyer in accordance with Article 3 hereof. A sample Purchase Order is attached hereto as Attachment 2. Unless otherwise agreed upon, the terms and conditions herein shall apply to any Purchase Order. Unless otherwise explicitly specified in such Purchase Order, in the event of a conflict between this Contract and any Purchase Order, this Contract shall govern.1.3 “Contract Goods” shall mean and any other goods provided by the Supplier to the Buyer. Unless otherwise agreed by the Parties, the terms and conditions herein shall apply to any Contract Goods transaction between the Parties or between the Supplier and any of the Buyers Affiliates. 1.4 DS, the abbreviation of DisplaySearch, shall mean the DisplaySearch Information Consulting (Shanghai) Co., Ltd which engaged in the display market research and consulting, whose website is . 1.5 “DS price” shall mean the applicable price for the quarter placing Purchase Order shown on the Quarterly Cost Report with respect to the Contract Goods recently published by DS by the date of placement of Purchase Order by the Buyer to the Supplier. 1.6 “Quality Warranty Period” shall mean the thirty-nine(39) months period counting from the date of which it has been put into use,1.7 “Specification(s)” shall mean product specifications, inspection specifications, packaging specifications, and other written specifications that is or becomes attached to this Contract for the Contract Goods. Unless otherwise agreed by the Parties, the terms and conditions herein shall apply to any Specification. In any event of a conflict between this Contract and any Specification, this Contract shall govern. 1.8 “Limit Sample” shall mean samples used as examining reference determined by the Parties with respect to some certain technical parameters difficult to determine or quantify, or quality character difficult to examine according to specified criterion.Article 2 Contract Purpose and Business Model2.1 The Supplier fully understands and acknowledges that the purpose of which the Buyer and its Affiliates purchase Contract Goods that are designed and manufactured by the Supplier according to this Contract and Attachments hereto is to produce Flat Panel Display devices, and then to sell those Flat Panel Display devices to the Buyers customers all over the world who would incorporate such Flat Panel Display devices in their products directly or indirectly sell to the worldwide end consumers.2.2 The Supplier fully understands and acknowledges that any Buyers Affiliate(s) may also issue Purchase Order directly to the Supplier to purchase Contract Goods and the Supplier shall make the same warrants and shall perform the same obligations as is agreed in this Contract to the Buyers Affiliates, in which event, such Purchase Order shall constitute contractual relationship solely between such issuer and the Supplier and shall be only binding upon such issuer and the Supplier and in no event shall the Buyer and its Affiliates which is the issuer of Purchase Order assume joint and several liabilities with each other to the Supplier. Article 3 Purchase Order and Delivery Schedule3.1 The Buyer and its Affiliate(s) may, at its sole discretion, individually place Purchase Order for Contract Goods to the Supplier. Any expenditures or commitments by the Supplier in anticipation of the Buyers or any Buyer Affiliate Purchase Order shall be at the Suppliers sole risk and expense. Within twenty four (24) hours of receipt of a Purchase Order so made, the Supplier shall indicate its acceptance, in whole or in part, or rejection of such Purchase Order in writing to the Buyer or its Affiliates. The failure of the Supplier to indicate its rejection or acceptance shall be deemed as acceptance. 3.2 Delivery Schedule shall mean specific plans of delivery under issued Purchase Order sent from the Buyer to the Supplier, including the arrangement or adjustment of delivery date, place and quantity with respect to the Purchase Order. The Supplier shall deliver the Contract Goods strictly in compliance with Delivery Schedule, if sent to the Supplier. Violation of Delivery Schedule shall be deemed breach of contract. Such Delivery Schedule may be modified by the Buyer from time to time and the newly modified and updated version shall take precedence.3.3 The Supplier acknowledges and agrees that the Buyer bears no liability and expenditures for adjustment or cancellation of any Delivery Schedule.Article 4 Price4.1 Unless otherwise provided, the Contract Goods shall be delivered at DAP subject to INCOTERMS 2010, and all prices will be calculated in US Dollars and are inclusive of all charges and taxes including any charges for freight, freight insurance, labeling, packing and crating, any finishing or inspecting fees, any applicable royalties, custom duties and all other taxes and fees against the Supplier.4.2 The Supplier will review with the Buyer, on an ongoing basis, all costs associated with Contract Goods. The price will be reduced in accordance with any cost reductions realized.At the Buyers request, the Supplier shall purchase the materials for the manufacture of the Contract Goods from the supplier designated by the Buyer at the price mutually agreed by the Buyer and the designated supplier. If the Buyer assists the Supplier in obtaining component price reductions specific to the Contract Goods from such designated supplier, the Supplier shall pass those price reductions on to the Buyer in their entirety.4.3 The Supplier warrants that the Prices for the Contract Goods must not be less favorable than the Suppliers prices to any other customer purchasing of comparable products under similar terms and conditions all over the world. If at any time during the term of this Contract, the Supplier accords to any other customer more favorable prices, the Supplier will immediately offer to sell the Contract Goods to the Buyer at such price and such price shall also apply to price of the Contract Goods under those Purchase Order which has not been paid for by the time the Supplier accords to any other customer more favorable prices. Under such circumstance, in the event the Buyer paid for the Contract Goods at the prior price due to the Suppliers failure to notify such price change, the Buyer shall have the immediate right to offset against the corresponding amount of all payment obligation from the Buyer to the Supplier and the offset shall be effective at the time when the Buyers written notice reached the Supplier. The Supplier also warrants that the prices for Contract Goods shall be lower than DS Price. The Supplier also warrants that the prices for Contract Goods shall be lower than the 75 percent of the average price of the preceding calendar year defined as follows:The average price of the preceding calendar year = total value of the Contract Goods procured by the Buyer from the Supplier during the preceding year/total quantity of the Contract Goods procured by the Buyer from the Supplier during the preceding yearArticle 5 Delivery 5.1 The Supplier shall complete the delivery according to the Delivery Schedule. And the Supplier shall send the Proforma Invoice to the Buyer 5 working days before the shipment date. On the shipment date the Supplier shall deliver the corresponding documents and documentation including but not limited to Bill of Lading/ Air Waybills, packing list, insurance policy or certificate, quality certificate, certificate of outgoing inspection, and certificate of origin. 5.2 The Contract Goods shall be packed in the packing suitable for the nature of Contract Goods and the transportation, climate and storage conditions at the Suppliers cost, well protected against moisture, rain, rust, tilt, and shocks. The Supplier shall be liable for any damage to Contract Goods and expenses incurred by the Buyer on account of improper packing and for any rust attributable to inadequate or improper protective measures taken by the Supplier with regard to the packing of Contract Goods. The Supplier shall inform the Buyer of the suitable packing conditions, suitable transportation conditions and suitable storage conditions 30 days ahead of the shipment date of the Contract Goods. In the event that any damage or losses occur due to that the Supplier fails to inform the Buyer of such suitable packing conditions, suitable transportation conditions and suitable storage conditions, the Supplier shall compensate the Buyer for such damage or losses. If any damage is found when the packing or the packing cases are firstly opened at the Site of the Buyer but no accidents can be verified from appearance of the packing, the Supplier shall be responsible for such damage. 5.3 The Supplier shall mark, on each package of Contract Goods with fadeless paint, the name of Contract Goods, the package number, gross weight, net weight, measurement and words: KEEP AWAY FROM MOISTURE, HANDLE WITH CARE, THIS SIDE UP, etc., and the following shipping mark shall be marked on each surface of the packing so that all the parties concerned could locate the cargoes with ease: Name of Contract Goods, Purchase Order Number, Consignee, Destination, Case No., Gross Weight (Kg), Measurement: (Length x Width x Height), etc. The IPPC mark should be attached on the cases if the cases are wooden. The Supplier shall attach the packing list and the Certificate of Authenticity (in duplicate) to each container. 5.4 The Supplier shall inform the Buyer of the transport information of the Contract Goods (including but not limited to Flight Number, quantity of Contract Goods, take-off and landing time) the day before the shipment date by E-mail.Article 6 Late Delivery and Liquidated Damages(违约金)6.1 The Supplier acknowledges that time is of essence to the Buyer for all deliveries. The Supplier shall make the delivery of the Contract Goods to the Buyer in strict compliance with the Delivery Schedule or with the Purchase Order where there is no Delivery Schedule. In the event that the Supplier foresees that his being late in delivery, the Supplier shall make at least ten(10) days advance notice to the Buyer.6.2 Should any delay in delivery, at the Buyers option, the Supplier is liable to the Buyer for (a) all of the Buyers costs, losses and damages incurred as a result of such delay, including penalties, liquidated damages and other damages that the Buyer must pay to its customers and all costs (including expediting costs) associated with the Buyers substitution of another suppliers product(s) to cover for Contract Goods not delivered by the Supplier, or (b) liquidated damages in the amount of one percent (1%) per day of the purchase price of the delayed Contract Goods. 6.3 The Buyer may immediately cancel, without liability, all Purchase Orders or portions of Purchase Orders for the delayed Contract Goods. For the delayed Contract Goods that the Buyer continues to require the Supplier to provide, the Supplier shall use his best efforts to expedite the delayed Contract Goods and/or performance and shall pay all expediting costs. 6.4 To the extent that Buyer elects to cover for delayed Contract Goods by sourcing products from another supplier, all such purchases will count toward satisfaction of any purchase commitment or other volume-based threshold that Buyer may have under any agreement with Supplier (e.g., for purposes of determining Buyers entitlement to discounts, rebates, incentives, and price concessions on Supplier Contract Goods). Article 7 Advance Delivery and Over Delivery7.1 The Supplier shall not, without the Buyers prior written consent, deliver the Contract Goods in advance of the scheduled delivery date. Unauthorized advance deliveries are returnable at the Suppliers expense. For such Contract Goods that the Buyer decide not to return to the Supplier, the Supplier shall pay the storage cost and any other costs and expenses incurred by the Buyer because of receiving the advance delivered Contract Goods.7.2 The Contract Goods delivered in excess of quantities stipulated in Purchase Order may be accepted or rejected at the Buyers option. Unauthorized over shipments are returnable by the Buyer at the Suppliers expense. For such Contract Goods that the Buyer decides not to return to the Supplier, the Buyer shall pay at the price agreed by the Parties thereafter and the Supplier shall pay storage cost and any other cost, expenses incurred by the Buyer because of receiving the excess Contract Goods.Article 8 Payment8.1 Unless otherwise agreed in writing by the Parties, the Supplier must invoice to the Buyer and the invoice shall be value-added tax invoice. All Contract Goods received by the Buyer will be accumulated, upon the time of arrival at the Buyers designated manufacturing factory, for a period from the 1st day of a month to the last day of such month (“Accumulation Period”). Unless otherwise agreed, the Supplier shall invoice to the Buyer within 5 days from the end of such Accumulation Period and the Buyer will pay invoices for the Contract Goods received during the Accumulation Period by Telegraphic Transfer after net ninety (90) days from the end of such Accumulation Period. 8.2 All banking charges incurred by the Supplier in the payment process shall be borne by the Supplier.Article 9 Suppliers Representations and Warranties9.1 All Contract Goods and all components therein shall be brand new, unused, and un-repaired;9.2 All Contract Goods shall be free from defects in design, material, and workmanship, and also be merchantable and fit for the Contract Purpose;9.3 All Contract Goods shall conform to the drawings, Specifications, Limit Samples and other related quality requirements agreed by the Parties within the Quality Warranty Period. The Supplier shall fully and professionally analyze and appraise the suggestion and instruction(s) from the Buyer, if any, before the Parties agree upon Specification(s) including such suggestion and instruction(s). Specification(s) shall be fully binding on the Supplier. In the event that Specification(s) are executed by the manufacturers and the Buyer, such Specification(s) shall also be fully binding on the Supplier. Specification(s) may be agreed upon or modified from time to time between the Parties.9.4 All Contract Goods shall at least conform to the relating industry standards and practice and the basic quality requirements; 9.5 The Supplier shall provide the Contract Goods with good and marketable title, and that all Contract Goods will be free and clear of all liens, claims, encumbrances and other restrictions;9.6 The Supplier has and gr