独家供货协议英文.docx

1、 独家供货协议英文独家供货协议英文 Document Information Document Name Sole Source and Supply Agreement Chapter Sale of Goods Chapter Editor Stephenson Harwood&Lo Jeremy Sargent,Guangzhou email:.hk,Tel:+86 20 8387 8965 Richard Kimber,Shanghai email:,Tel:+86 21 6841 0988 Document Description This agreement can be used

2、 when one party agrees to provide supplies of certain goods or materials to another party on an on-going basis.Matters addressed include forecasts of the purchasers demands,prices,payment,title,risk,delivery,consequences of the suppliers inability to supply and termination.Language and Translation T

3、his document was originally drafted in English.Translation to simplified Chinese by Pacific Legal Translations.Update Notes Please consult the update notes and commentary at will need your username and password to access the notes.Please check to ensure that you are using the most up-to-date version

4、 of this document.Disclaimer While reasonable care is taken to ensure the accuracy and completeness of the publication,neither LegalS Ltd.nor the Chapter Editor makes any representations or warranties,express or implied,that the publication is free from errors or omissions.This document is based upo

5、n the Editors experience only,and should be used for general reference purposes only and in conjunction with the other relevant documents in the China Commercial Contracts publication.Specific and detailed professional advice should always be obtained in relation to any proposed legal agreement.This

6、 document should not be relied upon as a substitute for legal or other professional advice.Document Number CS05 Version Date Release 6;1 October 2004 Copyright LegalS Ltd.2004.Please consult your product licence agreement.supply Agreement table of contents 1.DEFINITIONS 2 2.SUPPLY AND purchase 3 3.P

7、URCHASE ORDERS 4 4.Specifications 5 5.inspections and testing 5 6.intellectual property rights 6 7.Buyer minimum order CRITERIA 7 8.TECHNICAL SUPPORT 8 9.Price 8 10.payment 9 11.inability to supply 11 12.Delivery 11 13.Insurance and risk of loss 12 14.taxes 13 15.TITLE 13 16.TERM AND TERMINATION 13

8、17.WARRANTIES AND INDEMNIFICATION.15 18.CONFIDENTIALITY 18 19.NO Waiver 19 20.NOTICES 19 21.FORCE MAJEURE 20 22.Independent Contractors 21 23.Miscellaneous 22 24.assignment 22 25.entire agreement 22 26.amendments 22 27.headings 22 28.severability 23 29.APPLICABLE LAW AND JURISDICTION 23 Exhibit A:pr

9、oduct list 25 Exhibit B:product demand forecast 25 Exhibit C:specifications 25 Exhibit D:price list 25 THIS SUPPLY AGREEMENT is made on the day of ,20 BETWEEN:Supplier:Name of Supplier(a company incorporated in,and existing under the laws of,)Address Legal Representative (“Supplier”)Buyer:Name of Bu

10、yer(a company incorporated in,and existing under the laws of,)Address Legal Representative(“Buyer”).WHEREAS:A.Supplier carries on business as a developer,manufacturer and Supplier of Type of Product(s);B.Buyer carries on business as a retailer of the product(s)described in recital A(the“Products”man

11、ufacturer of Type of Finished Product(s)incorporating the product(s)described in recital A;C.Supplier has agreed to sell to Buyer the aforesaid product(s)on the terms and conditions hereinafter appearing;and D.After consultations,the parties agree that Buyer will purchase all of its requirements for

12、 the Products from Supplier.now,THEREFORE,after reaching a consensus through consultations conducted on the basis of the principles of equality,free will and good faith,the parties conclude the following agreement:1.DEFINITIONS 1.1 Affiliate shall mean(i)a corporation performing activities relating

13、to Buyers business in which Buyer owns and controls,directly or indirectly,at least fifty percent(50%)of the outstanding shares entitled to vote for the board of directors;(ii)a franchisee or licensee of Buyer;or(iii)a joint venture with a third party(x)which joint venture performs activities relati

14、ng to Buyers business,and(y)in which Buyer owns or controls at least twenty percent(20%)equity interest.1.2“Products”shall mean Suppliers Product for Insert description,as more fully described in Exhibit A.The parties agree that,from time to time and subject to mutual agreement,the parties may amend

15、 the Products list and descriptions in Exhibit A.When used without capitalization,the term products replace products with other term as necessary shall refer to products generally and not just those manufactured by Supplier.1.3 Intellectual Property shall mean all rights of a person or entity in,to,

16、or arising out of:(i)any patent(including inventions,utility models and designs);(ii)well-known trademarks and registered trademarks(including product trademarks,service marks,collective marks and certification marks);(iii)copyrights and other rights relating thereto;and(iv)any intellectual property protected by other laws.1.4 Specifications means the specifications for the Products,as set forth in Exhibit A.1.5 Purchase Order means a written order from Buyer(or any of its Affiliates)delivered t