货物买卖合同-英文版.doc

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General ODM Supply Agreement

Agreement No.: 20110110G01CM

THIS AGREEMENT is made the ………………………………………..　　　　

BY and BETWEEN

SUPPLIER:
XX(HK) LIMITED (‘’DTFU’’), a company incorporated under the laws of China and having its registered office at XX ShenZhen, GD, China 518048

AND

BUYER:
XX), a company incorporated under the laws of Indonesia and having its registered office at Box 5006 Jakarta 11050 Indonesia

WHEREAS:

BUYER wishes to purchase from SUPPLIER certain Products (defined below) and SUPPLIER is willing to supply to BUYER such Products for use in the manufacturing of mobile phone series for sale under buyer’s trademark (“SPC Trademark”) upon and subject to the terms and conditions hereinafter set out.

NOW IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1 - DEFINITIONS

For the purpose of this Agreement, and unless the context clearly indicates otherwise, the following words shall have the following meanings:

1.1 "Products" or "Product" means “<xxx >” agreed between the parties in writing from time to time and which are to be supplied by SUPPLIER to BUYER pursuant to this Agreement. The specifications of the Products shall be those agreed to between BUYER and SUPPLIER from time to time.

ARTICLE 2 - PRICING, ORDERS AND DELIVERIES

2.1 BUYER agrees to purchase from SUPPLIER, and SUPPLIER agrees to supply to BUYER, Products at the prices to be mutually agreed by the parties from time to time and subject to the terms and conditions hereinafter set out.

2.2 In response to changes in market conditions either party may propose to change the prices of Products for future Purchase Orders at any time during the term of this Agreement. Specification changes may necessitate revision in Product pricing upon mutual agreement between the parties from time to time prior to issuing revised Purchase Order(s). All the prices of the Products shall be on the basis of F.O.B. Hong Kong and stated in U.S. dollars. Shipment terms for all Products shall be F.O.B. Hong Kong.

2.3 BUYER shall be responsible for the accuracy of Purchase Orders and in particular shall ensure that the Purchase Orders will specify models, quantities, shipping schedules, delivery points, and provide a Purchase Order Number for billing purposes. Purchase Orders shall also include other instructions and terms as may be appropriate under the circumstances

2.4 SUPPLIER shall accept Purchase Orders from BUYER in writing, and Proforma Invoice released for orders requirements confirmation to BUYER. All dealings on issued Purchase Orders and Proforma Invoice between BUYER and SUPPLIER shall be in writing.

2.5 Subject to payment by BUYER for the price of the Products, SUPPLIER shall convey good title, free from any encumbrance, to BUYER for all the Products delivered or shipped under this Agreement. Prior to handing over the Products to BUYER, BUYER shall check each shipment of products for any aesthetic defects (in appearance) at the SUPPLIER’s factory designated by BUYER and if there are any defects so noted, BUYER shall inform SUPPLIER immediately.

ARTICLE 3 – PAYMENT

3.1 BUYER will make payments for Products in US dollars by T/T in advance:

3. 1.1 The deposit is 20% of total value, and 10% of 20% deposit must be paid in one week after the effective date of this contract. And the balance 10% must be paid in one week once the ODM ( or OEM) sample confirmed by both SUPPLIER and BUYER, It CAN NOT be refundable and will used for the last patch.

3 .1.2 The balance 80% of total value will be paid before shipment

ARTICLE 4 - WARRANTY

4.1 SUPPLIER warrants that the warranty period for each Product shall be twelve (12) months, commencing on a date one (1) month subsequent to the date of receipt by BUYER.

ARTICLE 5 - COMMENCEMENT AND DURATION

This Agreement shall come into effect on < 12th Jan, 2011>and shall be valid on <11th Jan.2012>

ARTICLE 6 – COMPENSATION AND TERMINATION

6.1 This Agreement shall be effective on the date set out in Article 5 above and unless earlier terminated in accordance with the provisions of this Agreement which shall continue in force and effect for one (1) year there-from. This Agreement shall be automatically renewed for one (1) year and thereafter from year to year, unless either of the parties gives the other at least three (3) month’s prior written notice of termination before the expiration of the initial or any renewal term of this Agreement. If either party gives such written notice, then this Agreement shall terminate on the initial or, as the case may be, duly renewed expiration date.

6.2 Shipment of Goods Cannot be later than the delivery date specified in Proforma Invoice, if SUPPLIER is unable to deliver the conditions will apply :

6.2.1 If shipment is delayed by SUPPLIER on 7 Days from the delivery date , only a 1% reduction in price penalty is incurred

6.2.2 If shipment is delayed by SUPPLIER on 14 days from delivery date, only a 2% reduction in price penalty is incurred

6.2.3 If shipment is delayed by SUPPLIER on 21 days from delivery date, only a 3% reduction in price penalty is incurred.

6.2.4 If shipment is delayed on 30 days from the delivery date, the BUYER has the option to obtain a full refund on all payments made for this project or entitled to a new price.

6.2.5 If the MTK software released later than 10.Feb.2011 or software is unworkable, which results to the shipment is delayed or being unable to deliver the goods. the BUYER and SUPPLIER may re-confirm the delivery date or entitle to a new project..

6.3 Product must compile to the requirement set in Appendix 1a , 1b, Should the product not compile to the requirements set , the buyer will be entitled to reject the product and a full refund on all payments made to SUPPLIER

6.4 SUPPLIER has rights to handle all goods, and 20% deposit CAN NOT be refundable to BUYER if The BUYER fails to take delivery within 30 days after advanced ship notice from SUPPLIER in writing. SUPPLIER may forthwith terminate or cancel this agreement and / or any confirmed Purchase order by send a written notice to BUYER

6.5 All 5 major components such as LCD, Battery ,Charger , PCBA board , Camera technical and supplier specification must be provided. All production made must use the same components. Any changes made must be approved by BUYER before a change of component is done. Otherwise, the BUYER may forthwith terminate or cancel this Agreement and/or any confirmed Purchase order by send a written notice to SUPPLIER.

ARTICLE 7 - FORCE MAJEURE

In the event that BUYER or SUPPLIER, as the case may be, shall fail to perform any obligation hereunder, by consequence of fire, explosion, accident, strikes, lockouts, combinations of workmen, floods, drought, embargoes, war, acts of God, the public enemy, compliance with the applicable laws, rules and regulations of Indonesia, Hong Kong or China or the country where the Products are manufactured or department or governmental agency or authority thereof, or any other delay or failure or other causes beyond the control of either party hereto, neither BUYER nor SUPPLIER shall be liable to the other for such failure, and if such an event shall occur, the requirement to perform such obligation shall be exempted during such period of disability.

ARTICLE 8- ARBITRATION
Any dispute arising from or in connection with this contract shall be submitted to China International Economic and Trade Arbitration Commission South China Sub-Commission for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties

IN WITNESS WHEREOF the parties hereto have entered into this Agreement the day and year first above written.

Signed for and on behalf of
(HK) LIMITED

_______________________________
(Name)

_______________________________
(Title)
Director

Signed for and on behalf of

_______________________________
(Name)

_______________________________
(Title) President
Director

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