英文合同模版.doc

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）, by and 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 valuable 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 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 conditions 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 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. （若本协议为独家代理协议，请自行添加相关约定条款）1.3 In no event shall Purchaser have the exclusive rights for design and sale and/or distribution of the products 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 shall send the design modification requirement in a written form.2、TERMS OF DELIVERY, PRICE2.1 Delivery terms(根据双方约定填写)FOB （运送方式）not including cost of transportation, agrees ICC Incoterms,2023（若合用2023年术语自行约定）, or on the basis of the separate Application to the present Contract. Delivery is considered executed when 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 Contract (proceeding from point 2.1 of the present Contract and proves to be true Invoice.2.1.2 The sum of the Contract makes（协议金额）USD.2.1.3 若协议为独家代理协议，则应当增长季度任务指标在协议期限内，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止协议。3、Specification, Technical Data and Samples3.1 To 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 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 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.3.1.1 In case that Product is not able to meet the Purchasers technical requirement, which specification was confirmed by both parties, in any case, 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-supplier 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 parts has the same quality as the approved part has and to provide this corresponding parts. If Purchaser incurs any damage due to such unauthorized change, Supplier shall cover all of damage or the relevant cost that Purchaser had. The compensation of this damage and/or cost can be discussed and finalized by both parties. Purchaser shall not unreasonably suspend or reject the approval for BPCR without any specific and reasonable reasons. 3.3 The Supplier must package the Products such that they arrive at the designated place undamaged and in perfect condition and can be lifted, unloaded and stacked from all four sides by fork-lift trucks. The Supplier is responsible for ensuring that the cargo is properly secured on the mode of transport used. The Customer may request specific packaging for the Products and the Supplier must use all reasonable endeavours to meet such request, while the Customer should pay for that requested packaging.Neither the packaging nor the product itself may contain any reference to the Supplier.3.4 Supplier shall also provide Purchaser with the relating samples in each development stage consisting of the Specification Freeze, Engineering Sample 1 (hereinafter called “ES1”), Engineering Sample 2 (hereinafter called “ES2”), Pre-pilot, and Pilot. The relating samples shall reflect the above specifications required and be delivered to Purchaser within the due date without any delay, in a certain number agreed between both parties.（样板条款请根据研发实际情况约定，若无需要请删除本条）4、Inspection and Test4.1 In the event that new model is produced, Supplier shall inspect the new models in order to provide non-defective products. The inspection result including inspection sheet shall be sent to Purchaser within two (2) working days after finishing the production and Purchaser shall confirm the Product shipment within one (1) day after receiving the inspection result. 4.2Upon Purchasers request, Purchaser or its representative shall have the right to carry out the inspection and test for the Products and audit at Suppliers facilities used to manufacture the Products in accordance with the time schedule and the manner agreed by both parties hereto. （检查条款根据实际情况添加或者修改）5、Purchase Order & Delivery5.1 Before the end of every calendar year or other date as agreed by both parties, Purchaser shall provide Supplier with a tentative ordering schedule of the Products to cover the coming season and, this tentative ordering schedule can be tentatively updated thereafter at the end of every month. 5.1.1 Such tentative ordering schedule provided to Supplier shall not be firm or binding but shall be later confirmed by individual effective purchase orders to be placed by Purchaser at least thirty-five (35) days prior to the shipment date required but generally more than forty (40) days. Supplier shall ex-factory each confirmed purchase order consignment within forty (40) days after purchase order. （货期请根据实际情况定）5.2 It is well recognized by both parties that to meet the delivery schedule required by Purchaser is one of the most important key factors for successful business collaboration between both parties and for the preservation of Purchasers good reputation established in the market. Accordingly, if Supplier fails to deliver the Products on the delivery date specified in the purchase order signed mutually due to Suppliers responsibility, on condition that all the production details and specification are not changed when the purchase order was placed by purchaser, then Purchaser shall have the right to claim minimum compensation for the delay at a rate of zero point two percent (0.2%) of the purchase price per day starting from the twenty (20th) day past the due date based on the delivery date agreed between both parties. If delay happens, purchaser should send out the an notice to supplier as to initiate the compensation. The delay period should count from the date purchaser mentions in the notice. Compensation should be paid to supplier by mutual agreed ways （若对方规定添加验收条款，则根据双方谈判的结果决定是否添加与修改）6、Price and Conditions6.1 The price and conditions of the Products shall be determined through the Price Agreement agreed by the parties and Supplier shall secure the price of the Products. Supplier shall guarantee that the price determined should be basically effective for one (1) calendar year from the date when both parties hereto agreed upon such price.6.1.1 If the raw materials, exchange rates, labor and other factors change 5% of the cost of floating up and down, the parties have the right to re-negotiated price.6.2 Supplier shall notify the detailed shipping information such as invoice, packing list describing the model & quantity to Supplier by email within three (3) working days upon shipment of those cargo. 7、PaymentThe Payment for each purchase order shall be made by（根据财务情况拟定）.8、Certification Before the production, the buyer is obliged to provide the supplier with the technical standards and regulations of the place where the product is sold. In accordance with the standards and regulations provided by the buyer, the supplier shall produce the products agreed in this contract. The supplier is not responsible for any inaccuracies in the liability and loss arising from the regulations.（需要其他认证的请根据实际情况添加或修改）9、Quality Warranty（产品质量规定以及保修期限、义务等根据实际约定）Supplier warrants to Purchaser that the Products approved and supplied pursuant to this Agreement shall be free from defects in materials, system engineering and/or workmanship under normal use and maintenance. For making assurance of the quality, in the event that the purchaser requests the inspection result sheet or data of supplied Products, Supplier has a responsibility to submit the sheet or data to Purchaser after confirmation by both parties. Suppliers Quality warranty as set forth in this Article shall not apply if (a) the Products have been subject to misuse, negligence or abuse, (b) the Products have been modified, altered, serviced or used in combination with other apparatus, in any manner contrary to Suppliers written instructions, (c) the Products have been used for other application than the Products have been so designed, (d) it is evident that the defects of the Products are caused by corrosive gas, or (e) it is evident that the defects of the Products are caused by mishandling of the Products during its transportation after FOB at the port of export. 10、Service Parts（根据售后规定拟定）10.1 Supplier shall maintain availability of service parts for a period of seven (7) years from the last production date of each model of the Products. In event that Supplier can not maintain availability of service parts actually within seven (7) years , Supplier shall request to purchase the service parts in advance within seven(7) year. Within seven (7) days from the order date to Supplier, Supplier shall advise Purchaser of the Part Price List (hereinafter called “PPL”) with the validity. This PPL shall include part name, Supplier Part No, reasonable Prices, Exploded view, other necessary information or descriptions covering the Products, and the total amount of spare parts shall be counted on the basis of PPL.10.2 Supplier shall provide Purchaser with the service parts recommended by Purchaser equivalent to one percent (1%) of total purchase amount of the Products free of charge, which does not means to cover all warranty to be done by Supplier, as mentioned on Price agreement. The service parts of one percent (1%) to purchase amount shall be confirmed and delivered by mutual discussion. In case to cover immediate demand for after sales service, the volume of service parts could be changed by negotiation of both parties.10.3 The Supplier shall give notice to the purchaser at least four (4) months before the production halts of any part, so that the Purchaser may place a final order as stock.11、Product LiabilityWithin 10(years) from the supplied date to Customer or Purchaser, in case any user(s) or third party(ies) make a claim against the parties hereto alleging bodily injury or death and damage to property (hereinafter called the “Damage”) arising out of or in connection with the failure of the Products provided by Supplier to Purchaser hereunder and confirmed by both parties, or alleging a claim for indemnification with respect to the Damage, Purchaser shall notify Supplier of such claim, and then Purchaser shall take appropriate action to Damage caused by failure immediately. Regarding the compensation to be paid for such user(s) or third party(ies) as made in the claim by Purchaser, Supplier has the obligation to pay the relevant cost for the compensation or damage caused by this claim12、Trademark12.1 Trademark, trade name, or other symbols to be used in the Products shall be designated by Purchaser and Supplier shall mark, label, and/or barcode the Products as designated by Purchaser. 12.2 All trademarks, trade names or any other symbols designed or supplied by Purchaser for the Products shall be owned by Purchaser, and Supplier shall not use, for any purpose, any trademark, trade name or symbols owned by Purchaser. Upon expiration of this Agreement, Supplier shall immediately cease to use the trademark, trade names or any other symbols of Purchaser including any trade name or mark, which may be confused with those of Purchaser.13、ConfidentialityNeither party shall disclose to any third party, irrespective of a company, a firm or an individual, any information including, but not limited to, the business relationship itself between both parties, the other partys plans, drawings, specification, business objectives, customers, products, processes, work or services, which has been acquired under or as a result of this Agreement or negotiations leading thereto. The confidential obligation under this Agreement shall not extend to the information that :i) is in the public domain at the time of disclosure;ii) is proved by the receiving party to have been known to it at the time of disclosure;iii) is proved by the receiving party to have been obtained by the receiving party from a third party that does not have confidentiality obligations;iv) is proved by the receiving party to have been independently developed by it without use or