英文合同模版

1、Agreement No: XX-PURCHASE AND SALE AGREEMENTBY AND BETWEENXXXXAnd（客户名称）THIS OEM PURCHASE AND SALE AGREEMENT （this “Agreement” ） is made and entered into as of（日期），byand 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 valu

2、able 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 sell the

3、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 CONTRACT1.1Seller delivers goods for （商品类）,accessories, spare parts on cond

4、itions 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

5、 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合同，请自行添加有关商定条款）1.3 In no event shall Purchaser have the exclusive rights for design and sale and/or distribution of the p

6、roducts manufactured and designed by Supplier; provided, however, in case that Supplier changed the design by Purchasers 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 s

7、hall send the design modification requirement in a written form.2、TERMS OF DELIVERY, PRICEDelivery terms（根据双方商定填写）FOB （运送方式）not including cost of transportation, agrees ICC Incoterms,（若合用术语自行商定）,or on the basis of the separate Application to the present Contract. Delivery is considered executed when

8、 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 Con

9、tract （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，则应当增长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，若甲方没有完毕上述购买金额或准时付款，卖方 有权取消买方独家销售资格或提前终结合同。3、Sp

10、ecification, Technical Data and SamplesTo 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 Suppliers existing models, in its

11、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

12、a written reply with an alternative solution within （根据实际生产 规定拟定订单确认时间）to Purchaser. The solution with the corresponding sample（s） shall be approved by Purchaser.In case that Product is not able to meet thePurchasers technical requirement, which specification was confirmed by both parties, in any ca

13、se, 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 Suppliers major sub-supplie

14、r 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 p