完整版样品制作协议英文版.docx

1、完整版样品制作协议英文版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 Agreementis ” )entered into as of (hereinafter referred to as “

2、EffectivebyandDate ” ),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 ” orcollectively referred to as the “ Parties ”.1.TERM1.1 This Agreement shall be

3、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 p

4、rior 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 AGREEMENT2.1 This Agreement shall be applicable to any and all manufactur

5、e business of samples between Consignor and Supplier. The Parties acknowledge that this1Agreement 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 separat

6、e 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 wh

7、ether 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

8、to accept the Purchase Order. If Consignor does not receive Supplier s 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 deeme

9、d) by Supplier. Consignor shall reserve the right to vary a Purchase Order at any time before the Supplier confirmations 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

10、 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. Suppliershall promptly manufacture samples in accordan

11、ce 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 uponreceipt of Consignor s cancellation notice.3.3 On the condition that Consignor modifies or cancels the Purchase Orders

12、, 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 Consignor s2modification or cancelation of a Purchase Order shall be born

13、e 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

14、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 sha

15、ll 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 “ AdvancePayment” ),at any time after acceptance of th

16、e 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 secondpayment, that is, seventy percent (70%) of the total price of the Purchase Order (hereinafter

17、referred to as “ SecondPayment” )at any time after Consignor s 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 shal

18、l 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 receives3the materials. Supplier shall keep original records of the aforesaid i

19、nspection andprovide to Consignor upon Consignor s 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 t

20、wo(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 Su

21、pplier tocontinue 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

22、 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, Con

23、signor shall have the right to charge Supplier a penalty amounting to _ and/or terminate the cooperative relationship underthis 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 thereo

24、f, 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.48.DELIVERY AND INSPECTION8.1 “ Del

25、ivery 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

26、 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 Pur

27、chase 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

28、laws and regulations, Consignor shall have the right to:8.3.1 require Supplier, at Supplier 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) perday of t

29、he total price of the affected Purchase Order as penalty if a delay inDelivery 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 affecte

30、d 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.58.4 If Supplier delivers the samples in e

31、xcess 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

32、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 Supplierto Consignor at the time of Consignor s Acceptancesamplesof. the8.6 Supplier warrants that the samples shall be free from and clear of any lien or any other type of security interest or claim from an