精电质量协议英文版.docx

1、精电质量协议英文版General Purchase AgreementbetweenVaritronix Limited(as BUYER)andABC Co.,Ltd.(as SELLER)Purchase Agreement no. PURrecord of revisionRevisionSummaryDatePrepared by01First issue1 March 06Ginny KohTHIS AGREEMENT, made and entered into on Dec. 01,2016 by and between: VARITRONIX LIMITED, a BVI Li

2、mited company having its office at Unit A-F, 35F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong. (hereinafter “BUYER”) AND ABC Co.,Ltd., a company incorporated in 【Hong Kong】 with limited liability and having its office at(address: XXX.) (hereinafter “SELLER”) WHEREAS(A) BUYER is a

3、 provider of contract manufacturing services and engaged in manufacturing, development and/or sale of liquid crystal display and other electronics products.(B) SELLER is a provider/manufacturer of components and/or material(s) used or intended to be used by BUYER when providing contract manufacturin

4、g services for its customers.(C) SELLER acknowledges and agrees that components must be manufactured in highest quality and in accordance with the agreed specifications, and that components must be delivered to BUYER at the agreed delivery times in order to ensure uninterrupted production at BUYERs

5、plants.NOW THEREFORE THE PARTIES AGREE AS FOLLOWS1. DEFINITIONS“ Agreement “ shall mean this General Purchase Agreement and its appendices;“ Components “ shall mean any components and/or materials purchased by BUYER from SELLER;“ Date of Delivery “ in respect of a purchaser order, shall mean the dat

6、e of delivery stated in that purchased order.“Epidemic Defect” shall mean any defect which appears within five (5) years from the date of delivery in more than zero point five (0.5%) per cent of Components delivered or manufactured in the same delivery lot, or any actual or anticipated threat of per

7、sonal injury or damage to property resulting or arising from a defect in a Component.“Party”, “Parties” shall mean BUYER and SELLER as defined above;“Price”, “Prices” shall mean the prices agreed between the Parties for Components and its packing2. SCOPE2.1 The purpose of this Agreement is to agree

8、on the terms and conditions, which shall apply when BUYER purchases components and/or materials (Components) from SELLER. Components, including the specifications, may be listed and defined in Appendix 1. 2.2 The provisions of this Agreement, including its Appendices shall solely govern any purchase

9、s between the Parties. This Agreement, including the Appendices, constitutes an entire understanding between the Parties with respect to the subject matter. The terms and conditions of this Agreement shall override any general terms or conditions issued with or referred to in any pricelist, purchase

10、 order, order confirmation or any other communication sent by the SELLER save for those expressly agreed by the BUYER. 2.3 Any Amendments and/or modifications to this Agreement shall be mutually agreed between the Parties in writing.3. COMPONENTS 3.1 Components must strictly conform to all requireme

11、nts of this Agreement and its Appendices, including but not limited to all specifications, product data and quality requirements.3.2 Any changes in design or manufacturing process of Components, which may have effect on the quality, reliability, interchange ability, availability, fit, form and funct

12、ion of the Components, are subject to BUYERs prior written approval.4. ORDER OF PRECEDENCEIn case of any inconsistency or conflict between this Agreement and any of the Appendices attached hereto, the provisions of this Agreement shall prevail, to the extent that the Parties have not explicitly agre

13、ed in the relevant Appendix to alter or modify the terms and conditions of this Agreement. The alteration or modification shall not be valid and binding unless it includes a specific reference to the Clause of this Agreement, which is altered or modified.5. ORDERINGlThe orders shall be placed by e-m

14、ail, telefax, EDI or any other mutually agreed method at the agreed single order entry point. Seller shall within two working days send to BUYER a Purchase Order acknowledgement to confirm acceptance of such order(s). 6. PRICESThe prices of Components and grounds for discount shall be specified in A

15、ppendix 1. The Prices shall be quarterly reviewed by the Parties. Any changes in the prices shall be mutually agreed in writing between the Parties. Any changes in the Prices shall take immediate effect and shall apply to all subsequent deliveries, unless otherwise agreed between the Parties. 7. TER

16、MS OF PAYMENT AND DELIVERY7.1 BUYER shall pay Components within sixty (60) calendar days from the date of SELLERs invoice which shall be dated after the relevant Components have been duly accepted by the BUYER, provided always that BUYER has received the respective Components in the agreed amounts a

17、nd in acceptable condition. 7.2 The terms of delivery of Components shall be defined in Appendix 1 and interpreted in accordance with Incoterms 2000.7.3 SELLER undertakes to pack Components properly for transportation and as required and specified by BUYER. Prices stated in Appendix 1 or in the appl

18、icable offers or quotations shall include the cost of proper packing and protection required to prevent damage to Components during transportation. SELLER agrees to indemnify BUYER against any damage, which Components may suffer as a result of improper packing.8. DELIVERY TIMES8.1 The applicable ord

19、er lead times for Components are stated in Appendix 1. Any change to order lead times must be mutually agreed in writing.8.2 BUYER shall not be obliged to take Components into its possession before the agreed Date of Delivery. Partial deliveries are not allowed and BUYER shall not be obliged to take

20、 such deliveries into its possession, unless accepted by BUYER in writing prior to such delivery.8.3 Should SELLER be unable or otherwise fail to deliver Components in accordance with the delivery times set forth in Appendix 1 or in the respective orders, SELLER shall promptly after SELLER becomes a

21、ware of the delay or anticipated delay, notify BUYER in writing of the delay, state the reason for the delay and propose a new date of delivery. The proposed new date of delivery shall be subject to BUYERs prior written approval. 8.4 If the Parties fail to agree on a new date of delivery in accordan

22、ce with Clause 8.3 above, and the respective delivery of Components is delayed more than two (2) calendar days from the original Date of Delivery due to reasons other than Force Majeure or an act or omission of BUYER, BUYER shall have the right to terminate the respective delivery without BUYER incu

23、rring any liability towards SELLER. 8.5 In case Buyer chooses not to exercise its right of termination provided in Clause 8.4 above, Buyer shall be entitled to liquidated damages calculated on the basis of the price of the delayed Components at the rate of four per cent (4%) per each week of delay o

24、r part thereof up to a maximum of twenty per cent (20%) of the price of the delayed Components. Once the twenty per cent (20%) maximum of liquidated damages is reached, in addition to the entitlement of the aforementioned compensation, Buyer shall again be entitled to terminate the respective order

25、without any further liability of Buyer to Seller. 8.6 Subject to Clause 13, if the delivery is delayed due to Force Majeure, or an act or omission of BUYER, the Date of Delivery shall be postponed as considered reasonable taking into consideration all pertinent circumstances.8.7 In case the delivery

26、 is delayed due to SELLERs default, SELLER shall be liable to compensate to BUYER all amounts paid, whether as liquidated damages or otherwise, by BUYER to its customers due to BUYERs delay in delivery caused by the delay in SELLERs delivery. 9. PRODUCT LIABILITY9.1 SELLER shall be solely liable for

27、 any damage to property and/or injury to persons caused by a defect in Components. 9.2 In case action or suit is brought against BUYER, its customer or both of them as a result or in connection with personal injury and/or damage to property caused by a defect in BUYERs or its customers end-product(s

28、) to which Components have been incorporated or inserted. If the personal injury or damage to property is caused by or attributable to a defect in Components incorporated or inserted into the end-products, SELLER shall indemnify BUYER, or its customer against any damages, compensations and reasonabl

29、e costs (including legal costs), which BUYER or its customer has been ordered to pay to the injured party by a competent court or by settlement out of court.9.3 Additionally, SELLER agrees to maintain adequate insurance coverage for the purposes of this Clause 9 with a reputable insurance company, a

30、nd shall produce to BUYER evidence of such insurance at BUYERs request.10. WARRANTY10.1 SELLER warrants that Components shall at the Date of Delivery be new, unused and in good working order during the Warranty Period: (a) Remain free from all defects, including but not limited to defects in materia

31、ls or design and faulty manufacturing or workmanship; and (b) Strictly conform to the requirements of this Agreement and any of its Appendices, including any specifications, product data and quality requirements. 10.2 The warranty period shall be sixty (60) months from Date of Delivery of the respec

32、tive Component (“Warranty Period”). If Component is rejected or the Date of Delivery is postponed or rescheduled in accordance with Clause 8 above, the warranty period shall commence from the actual date of delivery.10.3 SELLER agrees to repair or replace defective Components without any cost to BUYER. In addition, if BUYER has incurred any additional labour, transportation, material administrative and/or othe