合同英语翻译成英文.docx

1、合同英语翻译成英文AGREEMENTTHIS AGREEMENTmade on 1st Day of December, 2010 by and between, A, a corporation duly organized and existing under the laws of The Government of B, with office at C (hereinafter called “Buyer ”), and D a corporation duly organized and existing under the laws of The Government of _E

2、, having its place of business at G (hereinafter called “Seller ” )WITNESSETHWHEREA, SBuyer desires to purchase, and Seller is willing to sell to Buyer, the products or services which are set forth in Article 2 hereof (hereinafter called the “ Products ”) upon the terms and conditions which are here

3、inafter set forth.NOW THEREFO,RinEconsideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows;ARTICLE 1. DEFINITIONSIn this Agreement, unless the context otherwise requires:1.1.“ Incoming Inspection ” shall mean the test set out in the Purchase

4、 Order or other related document attached hereto to establish whether the Products meet the test criteria pertaining tothem in the relevant Purchase Order.1.2.“ Confidential Information ” shall mean any andall information owned, created, or possessed by thedisclosing party that the disclosing party

5、desires to protect as confidential against unrestricted disclosure or improper competitive use, including, but not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs

6、and documentation, disks, diskettes, tapes, marketing plans, customer names, lists, or proposals, patent applications, business information, strategic and development plans, employee lists, business manuals, technical orfinancial information, or sketches, whether conveyed as communications or data i

7、n oral, written, graphic, or electromagnetic form or otherwise, and all other information which may be disclosed by the disclosing party or to which the receiving party may be provided access by the disclosing party or others in accordance with this Agreement, which is not generally available to the

8、 public and all Confidential Information shall be clearly identified as confidential.1.3.“ Delivery ” shall mean delivery of the Product in the Purchase Order.1.4.“ Defect ” shall mean any (i) reproducible defects in any Products which cause it not to function in conformance with the Specifications,

9、 and (ii) Software miscoding which results in the Software failing to function in conformance with the Specifications, if such failure is reproducible.1.5.“ Product ” shall mean the tangible products specified in the Purchase Order.1.6.“ Purchase Order ” shall mean Buyer s document setting out the P

10、roducts, Price and any further detail concerning delivery to Buyer.1.7.“ Quality Problem ” shall mean any negligence of Seller that causes the defect in the Products, the line stoppage in Buyer s manufacturing process,claims from Buyer s end customers.1.8.“ Service ” shall mean the work that Seller

11、performs for Buyer as described in the Purchase Order.1.9. Specifications shall mean the engineering, operational and/or functional descriptions, details and requirements for the Product, as set forth in the Purchase Order as the same may be modified as provided herein.ARTICLE 2. PRODUCTS2.1.Seller

12、shall provide the product or service ( “ Product ” ) to Buyer as specified in the relevant Purchase Order as set forth in Appendix A. attached hereto and made a part hereof.2.2.Prior to the start of actual transaction, Buyer and Seller agree to discuss and reach an agreement on the name of the Produ

13、cts, parts number, specifications, unit price, delivery lead time, order planning, minimum order quantity, minimum delivery quantity, place of delivery, etc. in accordance with the Purchase Order.2.3.The terms and conditions of the Purchase Order shall control to the extent of any conflict between t

14、he terms and conditions herein and those in the Purchase Order.ARTICLE 3. QUALITY ASSURANCE3.1.Engineering or Process Changes3.1.1.Seller shall not change its production conditions during the first six (6) months after issuance of the Purchase Order. If there is aspecial reason for changing, Seller

15、shall indicate to and obtain approval from Buyer regarding the major change which may include all process changes, sourcing changes, design changes, component steppingchanges, geographical relocation of manufacturing site, drawing changes or process step discontinuance that affect the agreed specifi

16、cations, the mechanical form or fit, the packaging, the environmental compatibility, the life, the reliability or the quality of Products.3.1.2.When Seller has made any changes without prior approval from Buyer and it causes any failure in Buyer s production or marketing process, Buyer shall be enti

17、tled to claim reimbursement, replacement or screening to Seller. The specific amount of compensation shall be determined by mutual negotiation between Buyer and Seller.3.2.Manufacturing Process Control3.2.1.SellerSeller shall perform an analysis on all failures that occurred during the manufacturing

18、 process for the Products supplied to Buyer and implement the necessary corrective action. shall document the date, month, line, and products used during the corrective activity.3.2.2 . Seller shall provide to Buyer a root cause and corresponding corrective action plan for each failure reported by B

19、uyer or customers within seven (7) days after Seller received the failure report3.3.Reliability Test3.3.1.Seller shall perform a periodic reliability test on the production of the Product according to the Buyer s pre-approved test plan byusing qualified employees and testing equipments. Seller shall

20、 submit the result toBuyer for review.3.3.2.In case Seller is unable to implement the reliability test by itself, Seller may engage Buyer s facility or any other authorized third party organizations to perform the test.3.4.Liability for Quality Problems3.4.1.Seller shall bear all responsibilities fo

21、r any quality problems occurring to Buyer smanufacturing and marketing process that iscontributable to the Product and Seller negligence and shall compensate or reimburse Buyer for the corresponding loss3.4.2.The reimbursement, if any, shall be calculated on a monthly/quarterly basis and Seller shal

22、l pay the amount to Buyer within ten (10) days from the end of the respective month/quarter.3.5.Supply & Compensation for Service Parts3.5.1.Seller shall supply all the service parts required for repairing the Products during the obligation period stipulated by the Korean law. For instance, under th

23、e Korean law, theobligation period for cosmetic parts is five (5) years and for electric parts is seven (7) years from the delivery of the Product. The obligation periodfor other service parts shall be determined by a mutual agreement between the Parties.3.5.2.Seller shall compensate any losssustain

24、ed by Buyer due to delay in orunavailability of the supply of service parts.ARTICLE 4. PURCHASE PRICE4.1.The price of the Products shall be agreed upon between the Parties hereto and set forth in the Purchase Order under Appendix ( ).4.2.After the price of the Products is determined by the parties,

25、in the event that there occurs any drastic change in the economic conditions such as either sudden rise or falling of product price in fair market, Buyer and Seller agree to make a good faith discussion on the revision of the price of the Products.ARTICLE 5. DELIVERY5.1.The Seller shall deliver the

26、Product in accordance with the Delivery schedule in the Purchase Order. In the event that aforesaid Delivery schedule is changed, the Seller shall immediately notify the changed schedule to the Buyer. The Seller shall not change the Delivery date without a written consent by the Buyer.5.2.The Seller

27、 shall give a confirmation to theBuyer of the Delivery schedule within (3) days uponreceiving Purchase Order from Buyer.5.3.All the Product shall be delivered by themethod and procedure and to the place designated under the Purchase Order not later than the Delivery date.5.4.The Seller shall guarant

28、ee a continuous supply of the Product manufactured by the Seller during the term of this Agreement stipulated under Section 13.1 hereto.ARTICLE 6. INCOMING INSPECTION6.1.Seller shall carry out the inspection of theProducts in accordance with the rule and procedure which shall be agreed upon by the p

29、arties. Seller shall pass to Buyer the standard inspection report upon every Delivery of Products. Upon Delivery, Buyer shall inspect the quantity of the shipment of the Products and notify Seller of any shortage in the quantity of the Products within thirty (30) working days after the date of arriv

30、al of the shipment at the port of the destination.6.2.In addition to the initial inspection, Buyer, with the reasonable assistance of Seller, will carry out the Incoming Inspection on the Products to satisfy itself that the Products are compliance with the acceptance criteria pertaining to them. Buy

31、er shall,as soon as reasonably practicable following the delivery of same: (i) accept the Product and so inform Seller in writing; or (ii) if the Product contains material Defects, reject the Product and provide Seller with a written statement of such material Defects.6.3.Seller, at its expense, wil

32、l promptly correct the material Defects set forth in the statement of material Defects with respect to any Products and redeliver the Product to Buyer within such reasonable period of time as may be agreed upon by Buyer with regard to all circumstances affecting the Product. Buyer shall, as soon as reasonablypracticable after such redelivery, accept or reject the redelivery in accordance with the procedure set forth in Section 6.2, which procedure shall be repeated until the Products are accepted or Buyer invokes the provisions of Secti