英文销售框架合同范本

英文销售框架合同范本
THIS SALES FRAMEWORK AGREEMENT (the "Agreement") is made and entered into as of __________ ("Effective Date"), by and between _________________ ("Seller"), a company organized and existing under the laws of __________, with its principal place of business at _________________, and _________________ ("Buyer"), a company organized and existing under the laws of __________, with its principal place of business at
_________________.
WHEREAS, Seller is engaged in the business of manufacturing and selling products of the type described in Exhibit A (the "Products"); and
WHEREAS, Buyer wishes to purchase the Products from Seller on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Products and Terms of Sale
1.1 The Seller agrees to sell, and the Buyer agrees to purchase, the Products in accordance with the terms and conditions set forth in this Agreement.
1.2 The specific quantities, descriptions, and delivery dates of the Products shall be as set forth in the purchase orders ("Purchase Orders") issued by the Buyer and accepted by the Seller.
2. Price and Payment
2.1 The price for the Products shall be as stated in the applicable Purchase Order, subject to any applicable discounts or price adjustments as provided in this Agreement.
2.2 Payment for the Products shall be due __________ days after the date of invoice, unless otherwise stated in the Purchase Order.
3. Delivery and Acceptance
3.1 Delivery of the Products shall be made in accordance with the terms specified in the Purchase Order.
3.2 The Buyer shall have the right to inspect the Products within __________ days after delivery and to reject any Products that do not conform to the specifications set forth in the Purchase Order.
4. Warranties
4.1 The Seller warrants that the Products will be free from defects in material and workmanship for a period of
__________ from the date of delivery.
4.2 The Seller's sole liability and the Buyer's exclusive remedy for any breach of warranty shall be, at Seller's option, to repair or replace the defective Products or to refund the purchase price of such Products.
5. Intellectual Property Rights
5.1 The Seller represents and warrants that the manufacture, sale, and use of the Products do not infringe any
intellectual property rights of any third party.
6. Confidentiality
6.1 Each party agrees to keep confidential all information received from the other party that is designated as
confidential or that ought reasonably to be considered confidential.
7. Termination
7.1 Either party may terminate this Agreement immediately
upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within __________ days after receipt of written notice.
8. Force Majeure
8.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond the reasonable control of that party.
9. Governing Law
9.1 This Agreement shall be governed by and construed in accordance with the laws of the __________ without giving effect to any choice of law or conflict of law provisions.
10. Entire Agreement
10.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
11. Amendment
11.1 This Agreement may be amended or modified only by a written instrument executed by both parties.
12. Notices
12.1 All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally or by overnight courier service, or three days after being sent by certified mail, postage prepaid and addressed to the respective parties at their addresses set forth above, or at such other address as either party may specify in writing.
13. Assignment
13.1 This Agreement and the rights and obligations hereunder may not be assigned by either party without the prior written consent of the other party, except that Seller may assign
this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of its assets.
14. Waiver
14.1 The failure of either party to enforce any provisions of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
SELLER: _______________________________
[Company Name]
By: /s/ _________________ [Authorized Signatory]
Name: _________________
BUYER: _______________________________
[Company Name]
By: /s/ _________________ [。