Purcha Agreement
The Purcha Agreement (the “Agreement”) is made and entered
BETWEEN:
_____________________, a company incorporated under the laws of _____________________ having its registered office at _____________________
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(hereinafter referred to as the “Buyer”).
AND
_____________________, a company incorporated under the laws of _____________________ with its registered office at _____________________
(hereinafter referred to as the “Seller”),
which expression shall deem to include all its successors-in-interest and assigns of one part.
WHEREAS:
Buyer’s desires to enter into a purcha agreement whereby Buyer will be provided with the relevant Machines and training for the Buyer's key technicians and the Seller agrees to provide such Machines and training for the Buyer's key technicians.
NOW AND THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound, the Parties agree as follows:
1.Products and Specifications
The Machines and specifications for the goods can be referred to APPENDIX 1, which includes: Machines specifications, models, certification, licen and other details (hereinafter referred to as “Machine(s)”).
2.Quotation
The quotation for goods can be referred to APPENDIX 2.
T he Seller is entitled to adjust pricing each year bad on inflation rate with mutual connsus.
And the new price will be confirmed in writing after consultation between the parties.
The both parties also agree that the frequency for the Seller to rai the price shall not be more
than once a year and the increa rate shall not be higher than 3%.何木子
3.Pricing and Procedure
3.1Each purcha order for Machines purchad pursuant to this Agreement shall be in writing and
shall be nt to the address of the party by mail or by fax or in such other manner expressly agreed upon between the interested parties. The main information of purcha order contains: price,
model, quantity, expected delivery date, terms of payment, and lead time (as pre-agreed between the Buyer and the Seller), etc. See the APPENDIX 3. The Seller shall confirm incoming orders
within 4 working days and give Buyer a feedback. If there is no feedback to Buyer within 4
working days, it shall be deemed as acceptance of the order.
3.2The Machines and total price stipulated under the APPENDIX 3 are FCA price.
3.3Trade Terms: FCA Supplier Aarburg plant. The term "FCA" shall be subject to the "International
Rules for the Interpretation of Trade Terms" (INCOTERMS 2010) provided by International Chamber of Commerce (ICC) unless otherwi stipulated herein; notwithstanding the application or interpretation of the term “FCA” under the Agreement, the Seller shall be responsible to clear the Machines for export directly, provided however, that Buyer has to ensure that the Machines meet the local requirements for import in China.
3.4Amendment of orders by Buyer before receipt of pre-payment shall be allowed. In the ca where
Buyer cancel or amends the order thereafter, the Seller has the right to request Buyer to pay a reasonable fee other than the pre-payment, after providing the supporting documents.
4.Payment
4.1Payment will vary according to the product Buyer purchas.
4.1.1Machine: 100% prepayment prior each partial shipment, official copy of T/T order would
束缚带
be sufficient proof to relea the shipments.
4.1.2Spare and accessory parts: within 30 days after the date of pick up date or monthly
payment by way of T/T
4.2Buyer shall pay to the Seller by T/T or L/C, which will be specified in each purcha order.
4.3More favourable payment terms (i.e. credit terms combined with partial pre-payment, general
credit limits) shall be discusd upon develop of clor business relationship.
5.Package
All the Machines shall be packed by the Seller in suitable container with sufficient protection for the transportation/shipment and storage. The Seller will be liable for any damage to the Machines due to insufficient packaging.
6.Warranty
6.1The Seller grants in general on the machines a one-year warranty on parts, wear and tear excluded,
normally from date of manufacturing.
6.2Considering the possibility of longer shipping time (a freight) as well as the possibility of
prolonged in country warehousing, this warranty can be extended by mutual agreement up to 12 months from date of installation, but never longer than 18 months from date of manufacturing. 6.3The remedies in the event of a breach of a warranty are in the Seller's sole discretion repair,
replacement, free parts, credit of an amount equal to the value considering the breach of the
warranty or refund.
6.4From the moment Buyer takes care of after sales rvice as well, the Seller’s specialist will inspect
on Buyer’s premis (centralized; one location) bi-yearly all parts from warranty claims. If
approved, the Seller will nd replacements parts CIF.
6.5Notwithstanding anything to the contrary in this Agreement, the Seller shall not be liable towards
Buyer for any indirect or similar damages, including but not limited to loss of profit and
reputational damages.
7.Machine Installation
The Seller shall provide Buyer manuals and instructions in simplified Chine and the default language of the machines should be in simplified Chine.
8.Training
The Seller shall provide free training in installation, repair and maintenance of Machines to nior engineers of Buyer either in Switzerland or in China. Within 30 days upon the signing of this
Agreement, the first training ssion will be planned with the Seller and held in Switzerland. Each year following the signing of this Agreement the Seller shall provide follow-up and update
trainings in China. The Seller shall also invite Buyer to training ssions provided to the
distributors without any charges.
9.Inspection, Default and Indemnifications
9.1Upon the installation of the Machines, Buyer shall inspect the Machines as promptly as reasonably
practical to determine whether or not the Machines comply with the product specifications or shall any defect(s) exist. In the event that the Machines fail to pass the inspection prescribed, Buyer shall inform the Seller within 30 days upon delivery of the Machines to destination in China.
9.2In the event Machines fail to meet the quality, Buyer shall record the information of tho
defective Machines and deduct the payment amount of the next order accordingly with mutual connsus.
9.3In the event the Seller's Machines cau a loss of sales volume to Buyer and is confirmed with
mutual connt as quality problem of the Seller's Machines, Buyer rerves right to claim for
compensation, which shall be negotiated in good faith by nior management of both parties, from the Seller according to the actual situation, and terminate the unfulfilled part of the Agreement. 10.Confidentiality
Each Party understands that in connection with this transaction, it has been furnished and will be furnished non-public Information, and other information regarding the policies and plans of the other Party and its affiliates that is and has been designated as confidential and proprietary, and each Party agrees that it will maintain the confidentiality of such information and will not disclo it to others (except for its affiliates and its and their respective directors, managers, officers,
employees, financing sources, agents, reprentatives and advisors) without the prior written
connt of the Party furnishing such information.
11.Force Majeure
Each Party shall be excud from the performance of its obligations under this Agreement to the extent that such performance is prevented by force majeure and the nonperforming Party promptly provides notice of such prevention to the other Party. Such excu shall be continued so long as the condition constituting force majeure continues. The Party affected by such force majeure also shall notify the other Party of the anticipated duration of such force majeure, any actions being taken to
avoid or minimize its effect after such occurrence, and shall take reasonable efforts to remove the condition constituting such force majeure. For purpos of this Agreement, force majeure shall
include conditions beyond the control of the Parties, including an act of God, acts of terrorism,
voluntary or involuntary compliance with any regulation, law or order of any government, war,
acts of war (whether war be declared or not), labour strike or lock-out, civil commotion, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or
materials by fire, earthquake, storm or like catastrophe. Within three business days upon end of
怎么做炸酱面force majeure events, the affected Party shall provide notice to the other Party.
12.Intellectual Property Rights
12.1T he Seller grants Buyer all rights and licens necessary for Buyer (including Buyer 's parent,
subsidiaries, or other related legal entities), to u the Machines in the Agreement and to execute the rights granted under the Agreement.
12.2T he Seller warrants the Machines provided under the Agreement shall not infringe the intellectual
property of any third party. The Seller undertakes to assist on the demand of Buyer or defend at its own expen any claim for equitable relief or damages against Buyer and its end urs bad on an al legation that the reasonable u of the Seller’s Machines infringes any intellectual property rights of any third party and to pay any costs related to the ttlement of such claim. Without limiting the above, the Seller will, at its own expen, exci the following remedies: (i) obtain for Buyer the
rights granted under the Agreement; (ii) accept the return of infringing Machines, and refund any amount paid, deducting a reasonable amount for the term of u.
12.3B uyer may return non-conforming Machines to the Seller at the Seller's expen. Payment will
neither constitute an acceptance of the Machines nor impair Buyer's rights to inspect the Machines or rvices or to invoke any of its remedies.
13.Term and Termination
13.1 This Agreement is entered into for an indefinite period of time and may be terminated by either
party giving six months' written notice as per the end of a calendar month.
13.2 In addition to any other provisions of the Agreement, if the Seller is:
(i) Of the failure to comply with Quality given to the Seller in writing by Buyer in connection with the performance of the Agreement.
(ii) Has delayed the performance and fails to perform within a reasonable time, which caus Buyer have a feeling that the Agreement cannot be completed on and before the Delivery Date.
(iii) Faced with insolvency, or is in the proceedings for liquidation or dissolution, or has submitted an application of bankruptcy which has been legally accepted.
Then in such a ca, Buyer shall have the right, without prejudice to any other right or remedy of Buyer, to notify the Seller that if the Seller does not remedy the particular fault complained of in the notice within three (3) days of receiving this notice, Buyer can unilaterally declare the Agreement cancelled. This
shall not relieve the Seller from any liabilities in accordance with the Agreement and as established by Buyer.
14.Governing Law, Dispute And Dispute Resolution
14.1T he Agreement, including without limitation its conclusion, validity, construction, performance
and ttlement of the disputes, shall be governed by _______________.
14.2A ny dispute, controversy, difference or claim arising out of or relating to this contract, including
the existence, validity, interpretation, performance, breach or termination thereof or any dispute
regarding non-contractual obligations arising out of or relating to this Agreement shall be referred to and finally be submitted to___________________________ with appropriate jurisdiction for
ttlement, under the rules of _______________.
The number of arbitrators shall be three unless otherwi agreed by the Parties.
多媒体控制器The arbitration language shall be English.
15.Assignment And Sub-Agreements
The Seller shall not change the Agreement or any part thereof, or assign or sub-agreement the
whole or otherwi any part of the work without the prior written connt of Buyer. Such connt, if given, shall not relieve the Seller from any liability or obligation under the Agreement and the Seller s
hall be responsible for the acts, defaults and neglects of any subcontractor, agent assignee or neglect of the Seller’s rvant or w orkman or employee.
16.General Provisions
16.1N otices under The Agreement must be in writing, to be nt via the email. Notices should be nt
欧阳询的作品to the following address:
鼻炎传染吗Buyer:
Tel:
Email:
Address:
The Seller:
Tel: 【to be provided】姑嫂双飞
Email: 【to be provided】
Address: 【to be provided】
16.2N o waiver: The failure of either party to insist upon strict adherence to any term or condition of
the Agreement on any occasion shall not be considered a waiver of any right to insist upon strict adherence to that term or condition or any other term or condition of the Agreement.
