《国际商法》国际商务合同案例分析PPT

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Risks Sides:
• The enviornment related regulation is too much being specified and restrict, hard to have supplier to accept this contract and more dispute or negotiation need to be taken and Contracts need to amended eventually. • Delivery terms about the tooling delay that has a risk for cancelling tooling order if seller did not meet date. The payments has been paid did not being considered for refound or dispostion.
Purchasing Orders Terms and Conditions : Contents
• • • • • • • • • • • • • • Certain Definitions Payment Terms Cancellation Jabil’s Property Delivery Packing and Shipping Warranty Quality/Inspection Authorized Supplier Compliance with Applicable Laws Indemnification Changes Confidential Information Miscellaneous Notices
Summary
• From a company standpoint, this contract extremely benefit XX from all angels. And seller is hard to accept which higher risk to derive to dispute and appl waver process if have to buyer from seller or accept seller's contracts This contract to some extents has contents or regulations from environment protection, political protection for US especially for security information, political banding regulations like miniras importing from some banding countries like King Ganguo, North Korea It is definitely a non fair contract for seller
International Sales Contract Analysis
Hale Waihona Puke Team 7 邱模，郇乐乐， 鲍官剑，马文坚， 曾华海，聂辰洳，杜冬艳
Introduction of the contract
Contract drafting unit：JABIL（buyer） Object：Supplier（seller） Contract character：Purchasing order terms and conditions Contract purpose：The one of the agreements need to be signed with suppliers before start the business.
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Advantage of this Contract II
• Specified XX's Property: like the ownership or title transfer for property at what stage with what documentation proof. Delivery : A. Specified seller's obligation of on time delivery and what is consequence or liability if seller has activities of early delivery and late delivery . B. The force majeure has been stated very specificed for the fires, floods, earthquakes, riots, storms . C. Stated clearly for incoterms version 2010 and exact terms of FCA terms is asked terms to seller to follow up or other terms agreed by seller and buyer. • Very specified for materil packing and shipping regulation especially in U.S.A like C-TPAT (US Customs Trade Partnership Against Terrorism, ISF(Importer Security Filing), Arms Export Control Act by USA or AEO ( The authorized Economic Operation) •
Advantage of this Contract I
• Specific statement of each regulations definiation, exact buyer and seller's obligation and liability if breach or valiate the contract Cover the regulation for envirnment requirement by EU, US and China like ROHS, REACH, and seller need to meet all those quality standards and the related regualtion being specified in different region and the liability or remedines sell need to bear Payment terms cover the products Jabil will receive and the capital payment terms. and specificed exactly for the percentage of each stage of capital ( tooling cost) like 30% upon order release, 30% upon sample receipt and FAI report, and balance upon the full approval of tooling. Payment terms provisions for Japan: the price does not including the comsumption tax and XXX maybe required by law to pay the consumption tax. Cancellation specified the siutation that need perform cancellation, what the obligation of seller to take action for implementation of cancellation, buyer's liability for cancellation charge, cost... •
Advantage of this Contract III
• Warranty to define seller's warranty period as three year and related obligation especially for epidemic failure then what is the liability of seller to rememdy for buyer or it's end customers. Quality/Inspection: seller's obligation of 100% product meet buyer's specification, drawings and the RTV process and payment flow against quality issue solution. Date code or shelf life required Compliance with applicable laws: it stated all applicable laws: Indemnification: Specfic the exact obligation and liability of seller when the product need to recall by seller( supplier of buyer), infringe of patent, copyright, or IP of third party, non compliance with applicable law, or seller breaches warraties, covenants, product designed will cause damage or will cause damage in future. Miscellaneous: The purchase order will be construed in accordance with, and governed by, the laws of HongKong.
Risks Sides:
• The law being applicable in warrant part does not specificed which applicable law will be used as it may related end customer product or application regions, countries and which kind of law will be applicable for remedy. Also, it is hard for supplier to accept the warranty period as supplier has their own product warrant period.
• Tooling guaranteed lifetime of being 1,000,000 shots is too specified which should be covered in quotation not contract as it related unit cost, tooling cost, and product life cycel, sometimes it may over cost if you have higher requirement if your product lifecycle is far enought to meet. • Compliance with appicable law: stated all applicable law. No specific then hard to have seller o accept .