国际买卖合同一般条款(英文版)

General Terms and Conditions of the Purchase Order (PO)

1.Definitions:

“Company” means the entity set out in the PO, to which the Supplier shall issue invoice for the Deliverables.

“Deliverables” means the Products and/or Services.“Delivery Location” means the location set out in the PO to which the Products shall be delivered and/or the Services shall be performed.

“Fees” means the total price set out in the PO for the purchase of the Deliverables.

“PO” means the Purchase Order issued by the Company to the Supplier for the supply of the Deliverables, to which these General Terms and Conditions are annexed.

“Products” means the products to be supplied by the Supplier to the Company under the PO. “Services” means the services to be supplied by the Supplier to the Company under the PO. “Supplier” means the entity set out in the PO, to which the PO is issued to.

“Terms” means these General Terms and Conditions of the PO, as may be amended from time to time by the Company.

2.The PO is subject to the Terms. The PO shall be sent by facsimile transmission or email and shall be deemed served on the Supplier at the date of transmission. The PO shall be duly acknowledged and signed by the Supplier immediately upon receipt.

3.The Supplier hereby represents and warrants that:

a)The Deliverables shall conform to the

descriptions and specifications set out in

the PO.

b)The Products shall be of merchantable

quality under the applicable laws, and free

from defects in design, materials and

workmanship.

c)The Services shall be performed with all

reasonable skills and care and in

accordance with the standard commercial

practices in the industry for similar

services.

d)The Deliverables shall be in compliance

with the applicable laws.

e)The Deliverables shall not infringe any

intellectual property rights or other

proprietary rights of any third party.

4.The Supplier shall ensure that the Deliverables are properly packed and secured in such manner as to enable them to reach the Delivery Location in good condition. The package shall follow the labeling instructions set out under the PO and shall be clearly marked with the PO number and each

item’s part number. In case of partial delivery, the remaining outstanding orders/back order item numbers shall be shown on the packing list with the expected date of delivery.

5.The Supplier shall ensure that (a) each Product must be labeled in English for easy understanding and identification; (b) the description of the Products stated on the label is true and accurate without any misleading information or omission and complies with applicable laws and regulations;

(c) the Products shall contain an appropriate precautionary statement if the Products contain chemicals or otherwise dangerous or hazardous; and (d) the expiry date, to the extent applicable, be stated clearly on the Product label.

6.The Supplier shall deliver the Deliverables to the Delivery Location at the delivery time and date as set out in the PO or, if no such time or date is specified in the PO, at such time and date as the Company may designate and notify the Supplier. Delivery shall be deemed to be complete only when:

a)all of the Deliverables (together with any

required shipping documentation and any

other documentation specified in the PO)

have been delivered to the Delivery

Location; and

b)an authorized representative of the

Company has had a reasonable time to

inspect the Deliverables and signed a

receipt for the same.

7.Where applicable, a copy of the PO together with the Delivery Order shall be attached to the Deliverables upon delivery.

8.If any of the Deliverables delivered to the Company do not comply with the PO and the Terms, without limiting any other rights or remedies that the Company may have, the Company may:

a)requir e the Supplier, at the Supplier’s sole

risk and expense, to collect, repair or

replace the defective Deliverables

promptly at such time as designated by the

Company, failure of which will entitle the

Company to obtain substitute products

from a third party supplier or have the

defective Deliverables repaired by a third

party at the Supplier’s cost ; or

b)reject the defective Deliverables in part or

in whole and require the Supplier to repay

the price of the defective Deliverables.

9.The Supplier shall issue the invoices for the payment of the Fees in accordance with the payment terms set out in the PO, or, if it is not provided in the PO, after completion and delivery of all the Deliverables under the PO. The Company shall make the payment in accordance with the payment terms set out in the PO, or, if it is not provided in the PO, within thirty (30) days of the date of receipt of the Supplier’s invoice. If applicable, the Supplier shall furnish the Company with the applicable valid tax