Frame-Agreement-rahmenvertrag-vorlage专业合同翻译模板.doc

Framework Agreement框架协议Between由SAF GmbH, Hauptstrae 26, 63856 Bessenbach(hereinafter referred to as “SAF”)(下称“SAF”)And和.(hereinafter referred to as “Supplier”)(下称“供应商”)签订1.General总则1.1SAF intends to source parts and materials (hereinafter referred to as “Contract Products”) for the production of and as spare parts for its axles, suspension systems and components for commercial vehicles marketed worldwide from the Supplier.SH欲使供应商为其提供部件和材料，来生产其远销世界的商用车车轴、悬置系统和组件，并为之提供可作为配件的此类部件和材料（下称“合同产品”）。1.2The provisions of this Contract shall apply to all purchases made by SAF from the Supplier without the requirement for their separate specific agreement in each case.本合同条款适用于SH与供应商的所有买卖交易，而无需针对每笔交易分别订立协议。1.3The general terms of business of the Parties, in particular insofar as these are printed as standard on business documents such as order acknowledgements, delivery notes or invoices, etc. or are enclosed with these documents or insofar as reference is made to them in these documents, shall not be applicable even where these are no longer expressly contradicted.双方的总则条款，特别是在标准的商业文件（如订单确认函，送达通知或发票等），或在这些文件的附件，或在这些文件所涉及的参考性文件中出现的条款，即使在无明显冲突的情况下亦不可适用。2.Condition of the Contract Products合同产品的条件2.1The Parties shall define the required conditions of the Contract Products in a product-specific form, in particular in the form of requirement books, drawings, sketches, technical documentation and similar documents. The Supplier may deviate from such specifications only with the prior written consent of SAF.双方将在产品明细表（特别是要求书，图纸，草图，技术及其他类似文件）中规定合同产品的要求条件。供应商仅可在获得SH事先书面同意的情况下，对此具体要求作以修改。2.2Where specific definitions as defined in Clause2.1 are not made, the Contract Products must be suitable for the application presumed under the Contract or, alternatively, for the normal application and have a condition that is normal for products of similar type and that can be reasonably expected by SAF according to the type of the Contract Products. Insofar as these provisions allow a certain margin for discretion in the required condition, the Supplier may differ in future from the specific condition exhibited by the Contract Products on the first delivery to SAF only with prior written notice to SAF of at least 6months.如双方未作出2.1条中所谓的具体要求，那么合同产品必须符合合同所意涵的产品用途，或，符合通常使用用途并具备类似产品的通常条件以及符合SH根据合同产品类别的合理期待。针对所要求的条件，在相关条款允许一定偏差的情况下，供销商需至少在首次向SH送达产品的6个月内取得事先书面通知，方可在未来对合同产品的具体条件作以修改。2.3The Supplier shall observe the latest statutory provisions and latest recognised state of the art and science, in particular the relevant technical standards, e.g. DIN standards, for the Contract Products. 供应商需遵守最新的法定条款和最新认可的艺术和科学状态，尤其是与合同产品相关的科技标准，如DIN标准。2.4He shall examine the specifications from SAF immediately on receipt and notify SAF in writing without delay, if necessary, of any deviations from the standards referenced under Clause2.3 or other errors, contradictions, incompleteness and ambiguities.从SH订单收到后，需立即审查要求规格，若有必要，需就与2.3条所涉标准的不同之处、冲突之处、不完整和模糊之处以书面形式不延误的通知SH。2.5Within reasonable limits, SAF can at any time and even unilaterally demand modifications to the condition of Contract Products for which binding orders have already been issued. Insofar as this demonstrably leads to additional costs for the Supplier or where delivery dates can demonstrably not be kept even with reasonable additional work, the Parties shall agree on a reasonable adjustment of the prices and/or delivery dates.在合理的限度内，SAF可以在任何时候甚至单方面的要求对合同产品的条件作出修改，即使有约束力的订单已经发出。若此确实导致供应商的额外成本或确实致使送达日期（甚至仅在增加了合理的额外工作情况）依然无法保证，双方需协定对价格和/或送达日期做合理的调整。2.6In exceptional cases and with the prior written special approval at the discretion of SAF, the Supplier may also supply Contract Products that do not satisfy the required condition as per Clause2.1 or 2.2. Such deliveries shall be clearly marked and a copy of the special approval must accompany the delivery note.在特殊情况下，在获得SAF事先书面的特别批准后，供应商也可提供不满足第2.1或2.2条所要求的合同产品条件。此类产品供给需清楚的标记，而且需将该特别批准的复件附在该交货单上。2.7SAF reserves the right to make orders for certain Contract Products dependent on the approval for series production after performing a preliminary sample inspection in accordance with the latest relevant VDA recommendations.SAF保留对（需经批准的）特定合同产品订货的权利。该系列产品的批准要求根据最新相关的VDA推荐规范，对初步样品进行检验。2.8The Supplier shall notify SAF in writing of any significant changes to the production process (e.g. changes to the production method, modification/change of machines/tools, change of production location) with a reasonable period of notice prior to their implementation.有关任何产品生产流程进度的重大改变（如对生产方法的改变，对机械/工具的修改/改变，对生产地点的改变），供应商应在其实施生产前合理的通知期内，书面通知SAF。3.Industrial Property Rights of SAF SAF的工业所有权3.1Insofar as it is agreed with the Supplier that Contract Products are to be marked with the name and/or trademark of SAF, the entitlement of the Supplier to use the name and/or trademark of SAF shall be limited exclusively to the manufacture of Contract Products intended for SAF and their delivery to SAF or to third Parties specified by SAF. The name and/or trademark of SAF shall not be used by the Supplier for any other purpose, in particular not to mark products for sale by the Supplier to third Parties not specified by SAF. 基于同供应商所达成的协议，合同产品需被标识上SAF的名称和/或商标，供应商使用SAF的名称和/或商标的权利仅限于为SAF生产合同产品，和向SAF或由SAF指定的第三方送达产品。供应商不得为其他任何目的而使用SAF名称和/或商标，尤其是不得在供应商向未经SAF指定第三方出售的产品上进行此类标识。3.2Insofar as it is agreed with the Supplier that parts marked with the name and/or trademark of SAF will be sourced from third Parties specified by SAF or will be supplied by SAF for the manufacture of the Contract Products, the Supplier may use such parts exclusively for the manufacture Contract Products intended for SAF and their delivery to SAF or to third Parties specified by SAF. Such parts shall not be used by the Supplier for any other purpose, in particular not for the manufacture of products for sale by the Supplier to third Parties not specified by SAF. Other parts not marked with the name and/or trademark of SAF that have not been sourced from SAF or from third Parties specified by SAF may be sold by the Supplier to any third Parties without restriction.基于同供应商所达成的协议，标识了SAF名称和/或商标的部件将从SAF指定的第三方处获得，或由SAF为生产合同产品而供应，供应商可独立使用此类部件来为SAF生产合同产品或向SAF或由SAF指定的第三方送达产品。其他未经标识SAF名称和/或商标但已从SAF或由SAF指定的第三方供应的部件可由供应商向任何第三方出售，且无任何限制。3.3Insofar as the Supplier is permitted the use of other industrial property rights or copyrighted rights of use of SAF for the manufacture of the Contract Products, in particular the use of patents or utility models, the Supplier shall be granted the simple, revocable, non-sublicensable and non-transferable right to exercise these rights exclusively for the purpose of fulfilling the Contract with SAF. Any further exercise of such rights, in particular for the manufacture of products for sale by the Supplier to third Parties not specified by SAF, shall not be permitted.若供应商被允许为生产合同产品而使用其他工业财产权或SAF的版权，尤其是使用专利权或实用新型，那么供应商将被赋予简单的、可撤销的、不可分许可和不可转让的权利来独立的行使这些权利，以实现与SAF所订立合同的目的。不得对此类权利做其他方面使用，尤其是供应商不得将生产的产品出售给未经SAF指定的第三方。4.Manufacturing Facilities4.1If means of production (machines, tools, other equipment) are made available to the Supplier by SAF for the production of the Contract Products, these shall not become the property of the Supplier. 如果SAF公司允许供应商使用生产设施（机器、工具、其它设备）生产合同产品，那么这些生产设施不是供应商的财产。4.2If the Supplier procures or manufactures special means of production necessary for the manufacture of the Contract Products at the expense of SAF, ownership initially and temporarily the expectant rights of these means of production and/or the parts procured for their manufacture shall pass directly to SAF without intermediate purchase by the Supplier.如果SAF公司承担相关费用，供应商以此获得或制造对于合同产品生产所必需的特殊生产设施，那么这些生产设施和（或）其零部件的所有权（包括初始的和临时的许可权）将直接转移至SAF公司，而不需要供应商的中间交易行为。4.3The means of production made available by SAF to the Supplier pursuant to Clauses4.1 and 4.2 is provided on a loan basis for the exclusive purpose of the manufacture of Contract Products for SAF. Use in any other way, in particular for the manufacture of products for third Parties or assignment to third Parties without the authorisation of SAF shall not be permitted. The Supplier shall handle these means of production with the care of a prudent businessman, shall mark them as the property of SAF, have necessary maintenance and/or repair work carried out without delay at his own expense and insure them at his own expense at least against damage, destruction or loss due to fire, piped water and theft, whereby the rights under the insurance Contracts shall hereby be assigned to SAF. SAF shall be entitled to demand the surrender of these means of production at any time. A right of retention on the part of the Supplier shall thus be excluded.在为SAF公司生产合同产品为唯一目的贷款基础上，根据4.1和4.2条规定，SAF公司应向供应商提供生产设施。未经SAF公司允许，禁止以其他方式使用这些设施，尤其是为第三方生产产品或将这些设施转让给第三方。供应商应该以商人的审慎注意方式处理这些设施，把这些设施标志为SAF公司的财产，自费尽快进行维护和修理工作，自费为这些设施购置保险避免因火灾、大水和盗窃引起的伤害、破坏或损失。同时，保险合同里的权利应该可以被转让给SAF公司。SAF公司有权随时要求这些生产设施的收回，而供应商不得拒绝。4.4If the Supplier procures or manufactures special means of production necessary for the manufacture of the Contract Products at his own expense, SAF shall be entitled to acquire these at their current market value at any time. In the event of the sale of such means of production to third Parties, SAF shall be granted a right of first refusal. The Supplier shall notify SAF in writing at least four (4) weeks in advance before he undertakes a binding obligation to sell such means of production to third Parties. 若供应商自费获得或制造出生产合同产品所必要的特殊设施，SAF将有权随时按照当前市场价格购买此类设施。若将这些生产设施出售给了第三方，SAF将对此享有优先否决权。供应商至少需在履行有约束力的义务（即出售相关生产设施给第三方）四周前，书面通知SAF。5.Other Property of SAF SAF的其他财产5.1If raw materials or parts are made available to the Supplier by SAF for the manufacture of the Contract Products, these shall not become the property of the Supplier. They shall be used exclusively for the purpose of the manufacture of Contract Products for SAF.若为生产合同产品，SAF使供应商得以使用原材料或部件，那么这些原材料或部件不属于供应商所有。它们仅可被用来为向SAF生产合同产品而使用。5.2The processing or conversion of such raw materials or parts shall be performed on behalf of SAF. If they are combined, mixed or merged with materials or parts belonging to the Supplier in such a way that the property of the Supplier is to be regarded as the main product, the Parties are agreed that SAF shall have joint ownership pro rata with the value of the materials or parts supplied.对原材料或部件的加工、转换都将以SAF的名义进行。如果它们与供应商所有的材料或部件结合、混合或融合，那么供应商的财产将被视为主要财产，协议双方同意SAF将按照其提供的材料或部件的价值按比例享有共同所有权。5.3All other materials, in particular specifications, plans, drawings, calculations or specimens also in the form of data carriers and files that are supplied to the Supplier in conjunction with this Contract shall also remain the property of SAF. They may only be used in fulfilment of the Suppliers obligations under this Contract and in particular shall not be passed on to third Parties. Duplications shall only be permitted to the extent necessary for the fulfilment of the Contract. SAF may demand the surrender of the materials supplied to the Supplier and the destruction of duplications at any time. A right of retention on the part of the Supplier shall thus be excluded.与本合同有关、向供应商提供的所有材料，尤其是说明书、计划书、图纸、计算或样品包括以数据载体和文档形式，都将属于SAF所有。它们仅可被用来实现供应商在合同中的义务，尤其不得转移给第三方。上述材料复件也仅可在必要的情况下被用来实现合同目的。SAF可在任何时候要求抛弃向供应商所提供的材料，并毁坏复件。供应商也无权要求予以保留。6.Prices6.1Insofar as the basic prices for the Contract Products are not to form the subject of other agreements, the Parties shall conclude product-specific price agreements for defined periods. 6.2In the interests of competitiveness, both the Parties shall undertake to constantly strive to identify and implement savings potentials and to immediately take such savings into consideration, where appropriate by a corresponding adjustment to the price agreements.6.3Unless otherwise agreed in individual cases, all the prices for Contract Products shall be understood to be for delivery free house SAF or to a delivery address specified by SAF, including packaging, transport and transport insurance, customs duties and any other public fees, but excluding value-added tax at the statutory rate, where applicable. (Incoterms 2000 DDP)7.Orders7.1This Skeleton Contract shall not constitute any obligation on the part of SAF to purchase Contract Products from the Supplier. Binding individual contracts for the delivery of defined quantities of Contract Products shall only be concluded on the basis of the following provisions.7.2Orders placed by SAF shall be confirmed by the Supplier within 5 working days of receipt of the order. If SAF does not receive the Suppliers order acknowledgement within this period, SAF shall no longer be bound by the order. 7.3Insofar as the maintaining of certain stock capacities and/or the handling of the order system in the form of a “rolling” order system with requirement forecasts and delivery calls has been agreed with the Supplier for certain or all Contract Products, orders or calls by SAF shall not require separate order acknowledgements from the Supplier. In such cases a binding individual contract shall be concluded if the order or delivery call by SAF is not rejected by the Supplier within two (2) working days of receipt. This shall not affect the provisions of Clause16.1.7.4SAF shall submit orders and/or delivery calls in written form in accordance with 127 of the German Civil Code (BGB) or in text form in accordance with 126bBGB. Order acknowledgements by the Supplier shall be made purely by the Supplier dating and stamping one copy or a printout of the order or delivery call letter; after signing by a legally authorised person it shall then be returned to SAF by mail or by telecommunications means. The same shall apply analogously for order rejections by the Supplier in the sense of Clause7.3.7.5If Contract Products are delivered with the same faults or delivered late several times, SAF shall be entitled after a prior warning to withdraw from further orders, even if these are already binding in accordance with the provisions of Clauses7.2 or 7.3.8.Place of Performance, Time for Performance, Fixed-date Deliveries, Contractual Penalty8.1Place of performance for deliveries shall be the delivery address indicated in the order. The risk shall pass to SAF with the handover of the Contract Products at the delivery address.8.2Every delivery shall be accompanied by a delivery note that must contain the following information:SAF article designation, SAF Item No., SAF Order No., quantity delivered, unit of measure, type and number of packaging units.8.3Delivery dates shall be deemed to have been kept when the Contract Products are handed over at the delivery address on the agreed date. The Supplier shall immediately inform SAF in writing of any recognisable delays in the delivery, indicating the reasons for the delay and the probable period of the delay.8.4In the event of delays in delivery, SAF shall be entitled in accordance with the statutory provisions to withdraw from the Contract and/or to claim damages. The sourcing of Contract Products that are by agreement subject to the Just in Time (JIT) or KANBAN delivery process shall be made as a fixed-date order. In the event of delays in delivery in such cases, SAF shall be entitled to withdraw from the contract without granting a period of grace for delivery and, if the Supplier does not prove that the delay was due to reasons beyond his control, to claim damages instead of the delivery.8.5For the duration of such delays in delivery, SAF shall be entitled to demand a contractual penalty of 0.2% per working day or part thereof of the delay, up to a maximum of 5% of the net price for the Contract Products in question, if the Supplier does not prove that the delay was due to reasons beyond his control. The contractual penalty can be demanded by SAF despite the unconditional acceptance of the Contract Products in question until such time as payment is made. The contractual penalty shall not preclude claims for further damages for delay. In this case the contractual penalty shall be offset against the claims for damages.9.Reservation of Title by the SupplierIf the Supplier reserves the title to the Contract Products on delivery, this shall only apply in each case until payment is made for these Contract Products (simple reservation of title) and insofar as SAF has not become or becomes joint owner of the Contract Products as a result of combining, mixing or merging. Further reservations by the Supplier, in particular group or current account reservations or prolonged or extended reservations of title shall be ruled out.10.Offsetting Rights and Rights of Retention of the SupplierThe Supplier shall have an offsetting right or right of retention only in the case of undisputed counter-claims or counter-claims pending a decision or that have been declared res judicata. A right of retention must also relate to the same contractual relationship.11.Invoices, Payments11.1Invoices shall always be made out to SAF in a single copy. Multiple copies that are unavoidable for organisational reasons for the Supplier must be clearly marked “Copy”, Duplicate” or with an equivalent identification.11.2Invoices from the Supplier must be sufficiently detailed to permit examination and must contain all the normal commercial details and details required under German law, in particular value-added tax law. Any value-added tax due on the invoices must be shown separately. For deliveries from other EU states, the VAT identification number must be indicated. For deliveries from non-EU countries, the gross and net weight of the delivery and the customs tariff number must be indicated.11.3Unless otherwise agreed, payments by SAF shall be made as follows:Terms of payment: 14days with 3% discount or 30days without deducti