英文合同格式-a4纸

,XXXX Te88 Su Tong Road215021 Suzhou,Phone:Fax:Internet:,Scheduling Agreement,InformationDocument Number Rev No.: Date Vendor Number Currency .Payment Terms Buyer Phone/Extn Confirmed with Incoterms Validity Start date Validity End date Page 1 of 4,Bill to:DO NOTSEND INVOICEProcessd By ERS,Vendor Address#Fax:,Ship to:,VENDOR, PLEASE NOTE1.Please sign and return attached acknowledgement immediately.2.Provided this order is not subject to the Evaluated Receipts Settlement payment process, vendor must send all invoices directly to the XXX Accounts Payable department at the address referenced above.3.This order can be accepted only upon the terms and conditions specified on the face hereof and attached hereto, including the attached Terms and Conditions of Purchase and any specifications, drawings or other documents as are incorporated herein by reference and attached hereto. If no Terms and Conditions are attached, contact the Buyer named above immediately for a copy.4.Any additional or different terms in any document provided by vendor, even if such document is incorporated by reference, are deemed to be material alterations and notice of objection to them and rejection of them is hereby given. Any reference to any proposal, quotation or other communication by vendor, unless specifically indicated to the contrary herein, shall be deemed to be limited to the description of the goods and services.,1. COMPLETE AGREEMENT:The terms of this purchase order, including these general conditions and any specifications, drawings or attachments hereto, shall become the exclusive and binding agreement between the parties covering the purchase of the articles or services described herein, when the Agreement is accepted by acknowledge or commencement of performance. The Agreement can be accepted only on these terms and conditions. Additional or different terms proposed by Vendor will not be applicable unless accepted in writing by Buyers. No change, modification or revision of the Agreement shall be effective unless in writing and signed by Buyers.2. CHANGES:Buyer may, by written change order,(a) suspend performance hereunder.(b) Make changes in place of delivery or in specifications, drawings, designs or requirements.(c) Increase or decrease quantities ordered hereunder. If any such change causes an increase or decrease in the cost of or the time required for performance of the Agreement, an equitable adjustment shall be made in the order price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Any claim by Vendor for adjustment must be asserted within 30 days from the date when any changes is ordered.3. INVOICES:Invoices shall be submitted in duplicate and shall contain the following information: purchase order number, item number, description of item, sizes, quantities, unit prices, and extended totals in addition to any other information specified elsewhere herein. Bill of lading showing full routing, car number, etc., shall accompany each invoice. Payment of any invoice shall be subject to adjustment for errors, shortages, defects or other failure of Vendor to meet the requirements of the Agreement. Buyer may at any time set off any amount owed by Buyers to Vender against any amount owed by Vendor or any of its affiliated companies to Buyer.4.AND PAYMENT:The total price for the Goods/Services herein specified shall, unless otherwise expressly stated, include all taxes and duties of any kind which Buyer is required to pay with respect to the purchase of the Goods/Services and shall include all charges for packing and loading. Net weight and volume includes material only, and does not include packing material, unless otherwise specified. Vendor warrants that the prices to be charged for the Goods/Services are not in excess of prices charged to other customers for similar quantities and delivery requirements.5.BREACH:(a) It is understood and agreed that Buyer may terminate the Agreement in whole or in part for breach of the Agreement if Vendor fails to (i)timely deliver the Goods/Services, (ii)replace or correct defective or non-confirming Goods/Services, (iii)perform in any way under the Agreement or (iv)make progress in performance of its obligations hereunder so as to endanger timely satisfaction of the terms of the Agreement.(b) Upon partial or complete termination of the Agreement pursuant to this Section 5, in addition to any other rights and remedies set forth herein, Buyer may (i)at Vendors expense, and upon such terms, from such sources and in such manner as Buyer may deem appropriate, procure goods or services substantially similar to those to be provided pursuant to any part of the Agreement so terminated and/or (ii)require that Vendor transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any completed Goods/Services and any materials, parts, tools, dies jigs, fixtures, plans, information and contract rights produced or acquired by Vendor in connection with any part of the Agreement terminated. Vendor agrees to act to protect and preserve the Manufacturing Material until delivery to Buyer. Payment for the Manufacturing Material shall be in an amount agreed upon by Vendor and Buyer but shall, in any event, not exceed75% of the total price to any part of the Agreement which is not terminated.6. INSPECTION/NON-CONFORMANCE(a) Buyer shall have the right to inspect and test the Goods/Services at any time during manufacture and prior to shipment and to conduct a final inspection within a reasonable time after the Goods/Services have arrived at the final destination. The Goods/Services shall not be deemed accepted until after such final inspection. No inspection or test made with respect to the Goods/Services shall relieve Vendor from any warranties, either hereunder or implied at law, or other failure to meet the requirements of the Agreement.(b) In case any item in a shipment of Goods/Services in defective in material or workmanship, or otherwise does not conform to the requirements of the Agreement, Buyer may reject the delivery of Goods/Services in whole or in part, require correction of such defect or nonconformity, require replacement of such item or accept such item with an appropriate adjustment in price. If Vendor fails to promptly correct or replace any non-conforming or defective item within such reasonable time as Buyer may require, Buyer may (i)correct or replace the item at Vendors expense or (ii)terminate the Agreement for breach and be entitled to the remedies set forth above.(c) Vendor shall maintain an inspection system which is acceptable to Buyer. Records of all inspection work shall be kept complete and available to Buyer during the performance of the Agreement and for such further period as Buyer may determine.7. DELAYS:Time is of the essence hereunder. However, Buyer shall not be liable for delays or breaches due to an event of force majeure and not due to its fault or negligence, provided Buyer gives prompt notice of such cause to Vendor.8. OVERSHIPMENTS:Buyer will pay only for actual or maximum quantities ordered. Overshipments will be held at Vendors risk and expense for a reasonable time awaiting shipping instructions. Shipping charges for excess quantities, including return shipping charges, will be at Vendors expense.9. TERMINATION FOR CONVENIENCE:(a) Buyer may unilaterally terminate for convenience the Agreement, in whole or in part, at any time by written notice. Upon any such termination Vendor shall, to the extent and at the times specified by Buyer, stop all work relating to the Agreement, place no further orders for goods or services to be used in Vendors performance hereunder terminate outstanding orders relating hereto, assign to Buyer all Vendors interests under terminated sub-contracts and orders relating hereto, settle all claims thereunder after obtaining Buyers approval, protect all property in which Buyer has or may acquire an interest, and transfer title and make delivery to Buyer of all articles, materials, work in process, or other things held or acquired by Vendor in connection with the terminated portion of the Agreement. Vendor shall proceed promptly to comply with Buyers directions respecting each of the constitute a waiver settlement or payment of any termination claim.(b) With six months from such termination, Vendor may submit to Buyer its written claim for termination charges. In the form and with the certifications prescribed by Buyer, it being understood and agreed that no profits shall be allowed. Failure to submit such claim within such time shall constitute a waiver of all claims and a release of all Buyers liability arising out of such termination.(c) The parties may agree upon the amount to be paid Vendor for such termination. If they fail to agree, Buyer shall pay Vendor, in addition to any non-recoverable expense actually incurred, the amount due and unpaid for Goods/Services. Buyer may retain an independent accounting firm to verify amounts claimed by Vendor under this Section9 and to confirm that Vendor is mitigating such cost, and Vendor shall allow Buyer or such firm reasonable access to its books and records for purposes of making such verification.(d) Payments made under paragraph(c) above shall not exceed the total price for the Goods/Services specified hereunder, less any payments previously ,made or otherwise to be made. There shall be excluded from any amounts payable to Vendor under this section all amounts payable in respect to property lost, damaged, stolen or destroyed prior to delivery to Buyer.(e) The foregoing paragraphs (a) to (d) inclusive, shall be applicable only to a termination for Buyers convenience and shall not affect or impair any right of Buyer to terminate the Agreement upon breach of the Agreement by Vendor.10. PACKING AND SHIPMENT:Vendor shall, at its own expense, suitably pack, mark and ship the Goods/Services to Buyer in accordance with Buyers instructions. Each shipment shall contain an itemized packing sheet. No delivery, partial or complete, shall be made hereunder prior to the date or dates specified for delivery on the face of Agreement unless Buyer has given prior written consent.11. RISK OF LOSS-ACCEPTANCENotwithstanding any prior inspections by Buyer, Vendor shall bear all risk of loss, damage or delay in transportation with respect to Goods/Services shipped until such Goods/Services, in conformity with the Agreement, are duly delivered at the destination specified by Buyer hereunder and are accepted at law, nor impair any rights or remedies available to Buyer hereunder or for breach of contract.12. SUBCONTRACTING:In no event shall Vendor subcontract any other party to furnish any of the completed or substantially completed Goods/Services, spare parts, or work herein contracted for without the prior written approval of Buyer.13. EXPEDITING:Buyers personnel shall be allowed reasonable access to Vendors plants and those of Vendors subcontractors, for expediting purposes. As required by Buyer, Vendor shall supply schedules and progress reports for Buyer.,TERM AND CONDITIONS OF PURCHASE,Buyer : XXXX Technologies (China) Co., Ltd.,Scheduling Agreement: XXXXXX Rev:XXX,Page 2 of 4,14. WARRANTIES:(a) Vendor warrants that immediately prior to Buyers acceptance of any Goods/Services, Vendor shall have good title to such Goods/Services and the Goods/Services shall be free from all security interests, liens and encumbrances. In addition, Vendor warrants that upon acceptance of such Goods/Services, Buyer will have quiet possession of such Goods/Services.(b) Vendor warrants that the Goods/Services shall be free from defects in material and workmanship and shall conform in all respect to the terms of the Agreement and to any description, model and/or specification upon which this order is based. Where the Goods/Services are of Vendors design. Vendor warrant that the Goods/Services shall be free from defects in design, that it owns, or has valid license to, the intellectual property used in the design, creation and manufacture of the Goods/Services, and that such intellectual property rights owned or licensed to Vendor permit Vendor to create and sell the Goods/Services to third parties for use and re-sale by said third parties. Any liability of Vendor arising under this paragraph (b) shall extend to all damages proximately caused by the breach of any the warranties contained in this paragraph.(c) If any Goods/Services delivered hereunder do not meet the warranties specified herein or that are otherwise applicable. Buyer may, at its option (i)require Vendor to correct at no cost to Buyer any defective or nonconforming Goods/Services by repair or replacement; (ii)return such defective or nonconforming Goods/Services at Vendors expense to Vendor and recover from Vendor the order price thereof; or (iii)correct the defective or nonconforming Goods/Services itself and charge Vendor with the cost of such correction. The foregoing remedies are in addition to all other remedies at law or under the Agreement and shall not be deemed to be inclusive. All warranties shall run to Buyer and to Buyers customers.(d) Buyers approval of Vendors material of design shall not relieve Vendor of the warranties set forth in this Section 14, nor shall waiver by Buyer of any drawing or specification requirement for any Goods/Services constitute a waiver of such requirement for the remaining Goods/Services to be delivered hereunder unless so stated by Buyer in writing.(e) The provisions of the Section14 shall not limit or affect the rights of Buyer under the Section entitled “Inspection-Conformance.”15. COMPLIANCE:Vendor warrants that all Goods/Services sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations and agrees to defend, indemnify and hold Buyer harmless against any alleged or actual violation.16. GRATUTIES:Vendor warrants that it has not offered or given and will not offer or give to any employee, agent, or representative of Buyer any gratuity with a view toward securing any business from Buyer or influencing such person with respect to the terms, conditions, or performance of any contract with or order from Buyer, Any breach of this warranty shall be a material breach of each and every contract between Buyer and Vendor.17. INSOLVENCY:The insolvency or adjudication of bankruptcy, the filling of a voluntary petition in bankruptcy, or the making of an assignment for the benefit of creditors, by either party, shall be a material breach hereof.18. APPLICABLE LAW:Unless otherwise agreed interpretation of the Agreement and the rights of parties hereunder and in connection herewith shall be construed under and governed by the laws of the State of California, USA without giving effect to principle of conflicts of laws thereunder. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods.19. ASSIGNMENT:Any assignment of the Agreement or of any rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of Buyer shall be void.20. CONFIDENTIALITY:(a) All models, samples, drawings, specifications or other data, papers or information, together with all copies thereof, furnished by Buyer or prepared by Vendor specifically in connection with the performance of the Agreement and all equipment, tools, dies, special taps and gauges which have been furnished, paid for, or charged against. Buyer, or which have had their cost amortized shall be deemed Buyers property.(b) Vendor agrees that it shall not publish or cause to be disclosed through any press release, publication or statement or any marketing or selling efforts any information which relates to the Agreement without the prior written approval of Buyer.21. INTELLECTUAL PROPERTY LICENSE:Vendor, as part consideration for the Agreement and without further cost to Buyer, hereby grants and agrees to grant to Buyers, an irrevocable, non-exclusive, royalty-free right and license to use, sell, manufacture, and cause to be manufactured products embodying any and all inventions and discoveries made, conceived, or actually reduced to practice in connection with the performance of the Agreement.22. TRAINING AND TECHNICAL ASSISTANCE:To the extent Buyer requires training or technical assistance in connection with the Goods/Services, Vendor agrees to provide such training on terms as favorable to Buyer as Vendor offers any of its customer.23. INDEMNITIES:(a) Vendor shall defend, indemnify and hold harmless Buyer from and against all loss, liability and damage(including reasonable attorneys fees) arising from or caused directly or indirectly by any act or omission of Vendors agents, employees or subcontractors in connection with the Goods/Services provided hereunder. Vendor agrees to maintain adequate insurance to cover any such loss.(b) Vendor shall defend, indemnify and hold harmless Buyer from any expense, loss, cost (including reasonable attorneys fees) and action resulting from any charge that any Goods/Services furnished by Vendor hereunder, or the use thereof by Vendor, Buyer or Buyers customer, constitutes an infringement of any patent, trademark or other intellectual property right.24. DISPUTE RESOLUTION:If any dispute between the parties hereto as to the effect, interpretation or application of the Agreement, or as to their rights, duties or liabilities hereunder, or as to any fact, matter or thing arising out of, consequent to, or in connection with the Agreement the parties hereto shall endeavor to resolve the same amicably through negotiations. In the event that a Dispute is not resolved by means of negotiations within a period of 60days, or such different period as is agreed between the parties, such Dispute shall then be referred to, and finally resolved by, arbitration of three arbitrators at Shanghai under the auspices of the Shanghai Arbitration Commission in accordance with the Arbitration Rules of Shanghai Arbitration Commission. In no event shall Vendor be entitled to anticipatory profits or to special or consequential damages.25. WAIVER AND REMEDIES:Failure of Buyer to insist upon strict performance of any of the terms and conditions hereof, or failure or delay in exercising any rights or remedies hereunder, shall not release Vendor from any of its warranties or obligations under the Agreement and shall not be deemed a waiver of any right of Buyer. Any rights and remedies of Buyer hereunder shall not be deemed exclusive and are in addition to any other remedies provided by law or under the Agreement.26. SEVERABILITY AND SURVIVABILITY:Except as expressly provided to the contrary herein, each portion, section, term, and/or provision of the Agreement shall be considered severable, and if for any reason, term, and/or provision herein is determined to be invalid by a court of agency having valid jurisdiction, such shall not impair the operation of, or have any other effect upon, such other portions, sections, terms, and/or provisions of the Agreement as may remain otherwise intelligible, and the latter