样品制作协议(英文版).doc

SAMPLE MANUFACTURE AGREEMENTConsignor: XXX Company Ltd (hereinafter referred to as “Consignor”).Address:Contacts:Tel:Fax:Supplier:Address:Contacts:Tel:Fax:This Sample Manufacture Agreement (hereinafter referred to as “this Agreement”) is entered into as of (hereinafter referred to as “Effective Date”), by and between XXX Company Ltd (hereinafter referred to as “Consignor”) and _ (hereinafter referred to as “Supplier”). Consignor and Supplier shall be hereinafter respectively referred to as the “Party” or collectively referred to as the “Parties”.1. TERM1.1 This Agreement shall be effective as of the Effective Date and shall be effective for a period of one (1) year. After the expiration of the initial term, this Agreement shall be automatically renewed for successive periods of one (1) year unless one Party notifies the other Party in writing not less than ninety (90) days prior to the end of the initial or any renewal term, that this Agreement shall terminate at the end of the then current term, or unless earlier terminated in accordance with the terms and conditions of this Agreement. 2. SCOPE OF AGREEMENT 2.1 This Agreement shall be applicable to any and all manufacture business of samples between Consignor and Supplier. The Parties acknowledge that this Agreement will not constitute a commitment for Consignor to order any particular quantity of sample from Supplier. 3. PURCHASE ORDER3.1 Samples to be purchased by Consignor from Supplier shall be subject to separate purchase orders (hereinafter referred to as “Purchase Order”), which will specify particulars, including but not limited to price, quantity, delivery date and description of the samples. Consignor has the right to place Purchase Orders with Supplier. Supplier shall notify Consignor in writing whether or not Supplier accepts Purchase Orders within two (2) working days from the date of receipt of the Purchase Order. Provided, however that, as long as the Purchase Order complies with the terms and conditions of this Agreement, Supplier shall make its reasonable and best efforts in good faith to accept the Purchase Order. If Consignor does not receive Suppliers reply regarding the acceptance or refusal of a Purchase Order within the said period, the Purchase Order shall be deemed to have been accepted by Supplier. The Purchase Order shall become effective upon acceptance (actual or deemed) by Supplier. Consignor shall reserve the right to vary a Purchase Order at any time before the Suppliers confirmation of the Purchase Order without incurring any liability to Supplier. In case there are any conflicts between this Agreement and the Purchase Orders, the provisions of this Agreement shall prevail.3.2 Consignor has the right to modify the content of Purchase Orders at any time, including but not limited to quantity, delivery date and design requirements. Consignor shall notify Supplier in writing within a reasonable period. Supplier shall promptly manufacture samples in accordance with the modified Purchase Orders placed by Consignor. In the event that Consignor cancels any Purchase Order, the Supplier shall cease manufacturing such samples immediately upon receipt of Consignors cancellation notice.3.3 On the condition that Consignor modifies or cancels the Purchase Orders, Suppliers shall make best efforts to reduce losses with proper arrangement of tools, materials, packages, staff, transportation, etc. Any reasonable and necessary additional costs actually incurred by Supplier resulting from Consignors modification or cancelation of a Purchase Order shall be borne by Consignor under the premise that Supplier has submitted evidence to prove that such additional costs is attributable to Consignor and Consignor has confirmed in writing. Supplier shall bear the losses incurred and expanded due to their own cause.4. PRICE AND PAYMENT4.1 The price for the samples shall be mutually confirmed by the Parties and specified in the Purchase Order. All samples unit prices shall include the total samples package, individual and master cartons, carton inserts, and samples literature. Future price agreements for ongoing samples and other adjustments to the samples shall be as mutually agreed by the Parties in writing.4.2 Supplier shall be entitled to issue qualified invoice to Consignor for the advance payment, that is, thirty percent (30%) of the total price of the Purchase Order (hereinafter referred to as “Advance Payment”), at any time after acceptance of the Purchase Order. Consignor shall make payment within thirty (30) working days from its receipt of the qualified invoice. 4.3 Supplier shall be entitled to issue qualified invoice to Consignor for the second payment, that is, seventy percent (70%) of the total price of the Purchase Order (hereinafter referred to as “Second Payment”) at any time after Consignors acceptance of the Simples. Consignor shall make payment within thirty (30) working days from its receipt of the qualified invoice. 4.4 Each invoice shall quote the date and the number of the Purchase Order:5. MATERIALS5.1 All material shall be furnished by Supplier. 5.2 The materials shall comply with the quality standards of Consignor and all other applicable quality standards.5.3 Supplier shall carry out strict examination on the materials at the time it receives the materials. Supplier shall keep original records of the aforesaid inspection and provide to Consignor upon Consignors request.6. QUALITY6.1 Consignor will send Design Document to Supplier via email or by other way as Consignor chooses, and Supplier shall acknowledge the receipt of the Design Document in writing with company seal affixed thereto to Consignor within two (2) working days after the date of receipt of the Design Document. Supplier shall manufacture the sample in compliance with the aforesaid Design Document. 6.2 Where Supplier fails to provide the sample on time, Consignor shall have the right to charge Supplier a penalty amounting to _ and require Supplier to continue to provide the sample within the grace period granted by Consignor. Where the sample is not provided within the aforesaid grace period, Consignor shall have the right to terminate the cooperative relationship under this Agreement between the Parties.6.3 Where the sample is rejected by Consignor in writing to Supplier, Consignor shall have the right to require Supplier to make amendments to the sample within the time limit specified by Consignor, and the amendments shall meet the requirements of Consignor. Where Supplier fails to make the aforementioned amendments on time, Consignor shall have the right to charge Supplier a penalty amounting to _ and/or terminate the cooperative relationship under this Agreement between the Parties.6.4 In the event of enquiries on the Design Documents and the requirements of Consignor on the samples during the manufacturing process thereof, Supplier shall consult with Consignor in time.7. PACKING AND TRANSPORTATION7.1 Supplier warrants that at the time Consignor receives the samples packing and transportation of the samples will comply with requirements of Consignors in terms of manner and standard. 8. DELIVERY AND INSPECTION8.1 “Delivery” means the supply and delivery of the samples by Supplier to Consignor in accordance with the Purchase Order, and deliver the sample together with specification, photo and serial number identification to Consignor via mail or by other way as designated by Consignor within the time limit as set forth in the Purchase Order.8.2 Supplier acknowledges that time is of the essence and that any delay in Delivery of the samples may cause material damage and losses to Consignor. Therefore, Supplier shall deliver the samples in strict compliance with its obligations under this Agreement and the Purchase Order.8.3 If a delay in Delivery of the samples is anticipated by Supplier, Supplier shall notify Consignor promptly after Supplier becomes aware of such potential delay, advising the reason and the estimated duration of the delay. In such event, in addition to any remedy under any applicable laws and regulations, Consignor shall have the right to:8.3.1 require Supplier, at Suppliers expense, to use any available means of expedited transportation for Delivery within the time limit specified by Consignor; or8.3.2 charge Supplier one percent (1%) or RMB 500 (whichever is higher) per day of the total price of the affected Purchase Order as penalty if a delay in Delivery of the samples occurred; or8.3.3 reject the samples and be refunded the Advance Payment of the Purchase Order, and charge Supplier thirty percent (30%) or RMB 50000 (whichever is higher ) of the total price of the affected Purchase Order as a penalty if Delivery of the samples is delayed for more than 10 days.8.3.4 Consignor shall have the right to claim against Supplier any and all losses, damages, costs and expenses (including legal expenses) incurred or paid by Consignor.8.4 If Supplier delivers the samples in excess of the amount set out in the Purchase Order, or in more than three (3) working days advance of the date of Delivery, Consignor shall have the right to:8.4.1 return such total amount of, or such part in excess of, the samples to Supplier on freight collect basis; or8.4.2 accept such samples in accordance with the terms and conditions of this Agreement and the Purchase Order.8.5 Ownership and risk of the loss or damage to the Simples shall pass from Supplier to Consignor at the time of Consignors Acceptance of the samples.8.6 Supplier warrants that the samples shall be free from and clear of any lien or any other type of security interest or claim from any person. Supplier shall indemnify, defend, and hold harmless Consignor from any lien and any claim upon the samples and/or the material arising from or in connection with this Agreement, including, but not limited to, workers wages, the material, or the services to be furnished by Supplier.8.7 Consignor shall have sixty (60) working days from the date of receipt of samples to inspect and test for conformity with Design Document and other requirements of Consignor.8.8 If any samples supplied by Supplier to Consignor are not packed in accordance with packing requirements of Consignor, Consignor, without prejudice to other rights provided herein, shall have the right to reject such samples and return to Supplier at Suppliers expense the whole or any part of such samples.8.9 If a non-conformity is confirmed by Consignor during the inspection after Consignors receipt of the samples, in addition to any remedy under any applicable laws and regulations, Consignor shall have the right to:8.9.1 accept the whole or any part of the samples at a discounted price, where Consignor, in its own discretion, deems that the reason for non-conformity is minor. The discounted price for such samples shall be agreed upon by the Parties; or8.9.2 reject the samples and be refunded the Advance Payment, and charge Supplier thirty percent (30%) of the total price of the affected Purchase Order as a penalty. Furthermore, Consignor shall have the right to claim against Supplier any and all liability, losses, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by Buyer therefrom; or8.9.3 reject the samples and require Supplier, within a time limit specified by Consignor, to remedy fully the non-conformity or replace the affected samples and resubmit the samples for re-inspection. In such event:(a) Consignor shall have the right to withhold the Second Payment of the Purchase Order, until the resubmitted samples are accepted by Consignor;(b) Consignor shall have the right to inspect the resubmitted samples; (c) Where Supplier fails to resubmit the samples on time, a delay in Delivery shall be deemed and Consignor shall have the rights set forth in this Agreement; and(d) Supplier shall bear all costs incidental to such repair and/or replacement, including the removal, replacement, re-installation, and/or re-assembly of the samples, including but not limited to, the costs and expenses arising out of the re-inspection by Consignor of the remedied or replaced samples.9. INTELLECTUAL PROPERTY RIGHTS9.1 Supplier acknowledges that the rights related to the images, trademarks, patents and other intellectual properties provided by Consignor to Supplier during the period performing this Agreement belongs to Consignor. This Agreement shall not be construed as giving the rights, ownership or interest of any intellectual property pertaining to the sample to Supplier. Supplier further acknowledges that the good will or reputation produced in the process of using the intellectual property of Consignor shall completely and exclusively belong to Consignor.9.2 Supplier shall not furnish Consignors intellectual property rights or confidential information (including technique data, drawing, etc.) to any third party. Without Consignors consent, Supplier shall not sell, lend or provide the samples hereunder by itself or via others.9.3 Supplier shall not sell the copies or change, reverse engineering, decompose or improve products or manufacture the derivatives of products during the valid term of this Agreement or after its termination. Any change, derivative or improvement without authorization shall belong to Consignor and the ownership belongs to Consignor ab initio.9.4 Supplier shall procure its shareholders and employees not to violate the obligations hereunder, failing which Supplier shall be deemed as in default. Suppliers violation of this Article shall be deemed as material breach of the Agreement and Supplier shall pay Consignor RMB 200,000 as liquidated damages. If the liquidated damages is insufficient to compensate for Consignors losses, Supplier shall also compensate the margin between the liquidated damages and all the losses suffered by Consignor (including legal cost, attorney fee, etc.).9.5 Where Supplier commits a breach hereunder, Consignor shall have the right, in addition to any other relief or remedies, and without prejudice to any rights rendered herein, to terminate this Agreement and/or all or any part of any Purchase Order upon written notice.10. CONFIDENTIALITY10.1 Supplier knows that it will receive or know the confidential information depending on this Agreement or otherwise during the period performing this Agreement. Such confidential information includes but not limited to any documents, materials, knowhow and other information in whatever form, whether technical or commercial, received or obtained by it or its Affiliates relating to the negotiation or execution of this Agreement or any documents executed