英文合同格式-A4纸
合集下载
相关主题
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
XXXX Te… 88 Su Tong Road 215021 Suzhou
Bill to:
Phone: Fax: Internet:
DO NOTSEND INVOICE Processd By ERS
Scheduling Agreement
Information
Document Number Date Rev No.: … … … .... … … … … … … …
Page 1 of 4
Item
Material/Description
Target Qty UM
Unit Price
Target Value
VENDOR, PLEASE NOTE… 1.Please sign and return attached acknowledgement immediately. 2.Provided this order is not subject to the Evaluated Receipts Settlement payment process, vendor must send all invoices directly to the XXX Accounts Payable department at the address referenced above. 3.This order can be accepted only upon the terms and conditions specified on the face hereof and attached hereto, including the attached Terms and Conditions of Purchase and any specifications, drawings or other documents as are incorporated herein by reference and attached hereto. If no Terms and Conditions are attached, contact the Buyer named above immediately for a copy. 4.Any additional or different terms in any document provided by vendor, even if such document is incorporated by reference, are deemed to be material alterations and notice of objection to them and rejection of them is hereby given. Any reference to any proposal, quotation or other communication by vendor, unless specifically indicated to the contrary herein, shall be deemed to be limited to the description of the goods and services.
S百度文库heduling Agreement: XXXXXX Rev:XXX
TERM AND CONDITIONS OF PURCHASE Buyer : XXXX Technologies (China) Co., Ltd.
Page 2 of 4
1. COMPLETE AGREEMENT: The terms of this purchase order, including these general conditions and any specifications, drawings or attachments hereto, shall become the exclusive and binding agreement between the parties covering the purchase of the articles or services described herein, when the Agreement is accepted by acknowledge or commencement of performance. The Agreement can be accepted only on these terms and conditions. Additional or different terms proposed by Vendor will not be applicable unless accepted in writing by Buyers. No change, modification or revision of the Agreement shall be effective unless in writing and signed by Buyers. 2. CHANGES: Buyer may, by written change order, (a) suspend performance hereunder. (b) Make changes in place of delivery or in specifications, drawings, designs or requirements. (c) Increase or decrease quantities ordered hereunder. If any such change causes an increase or decrease in the cost of or the time required for performance of the Agreement, an equitable adjustment shall be made in the order price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Any claim by Vendor for adjustment must be asserted within 30 days from the date when any changes is ordered. 3. INVOICES: Invoices shall be submitted in duplicate and shall contain the following information: purchase order number, item number, description of item, sizes, quantities, unit prices, and extended totals in addition to any other information specified elsewhere herein. Bill of lading showing full routing, car number, etc., shall accompany each invoice. Payment of any invoice shall be subject to adjustment for errors, shortages, defects or other failure of Vendor to meet the requirements of the Agreement. Buyer may at any time set off any amount owed by Buyers to Vender against any amount owed by Vendor or any of its affiliated companies to Buyer. 4.AND PAYMENT: The total price for the Goods/Services herein specified shall, unless otherwise expressly stated, include all taxes and duties of any kind which Buyer is required to pay with respect to the purchase of the Goods/Services and shall include all charges for packing and loading. Net weight and volume includes material only, and does not include packing material, unless otherwise specified. Vendor warrants that the prices to be charged for the Goods/Services are not in excess of prices charged to other customers for similar quantities and delivery requirements. 5.BREACH: (a) It is understood and agreed that Buyer may terminate the Agreement in whole or in part for breach of the Agreement if Vendor fails to (i)timely deliver the Goods/Services, (ii)replace or correct defective or non-confirming Goods/Services, (iii)perform in any way under the Agreement or (iv)make progress in performance of its obligations hereunder so as to endanger timely satisfaction of the terms of the Agreement. (b) Upon partial or complete termination of the Agreement pursuant to this Section 5, in addition to any other rights and remedies set forth herein, Buyer may (i)at Vendor’s expense, and upon such terms, from such sources and in such manner as Buyer may deem appropriate, procure goods or services substantially similar to those to be provided pursuant to any part of the Agreement so terminated and/or (ii)require that Vendor transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any completed Goods/Services and any materials, parts, tools, dies jigs, fixtures, plans, information and contract rights produced or acquired by Vendor in connection with any part of the Agreement terminated. Vendor agrees to act to protect and preserve the Manufacturing Material until delivery to Buyer. Payment for the Manufacturing Material shall be in an amount agreed upon by Vendor and Buyer but shall, in any event, not exceed75% of the total price to any part of the Agreement which is not terminated. 6. INSPECTION/NON-CONFORMANCE (a) Buyer shall have the right to inspect and test the Goods/Services at any time during manufacture and prior to shipment and to conduct a final inspection within a reasonable time after the Goods/Services have arrived at the final destination. The Goods/Services shall not be deemed accepted until after such final inspection. No inspection or test made with respect to the Goods/Services shall relieve Vendor from any warranties, either hereunder or implied at law, or other failure to meet the requirements of the Agreement. (b) In case any item in a shipment of Goods/Services in defective in material or workmanship, or otherwise does not conform to the requirements of the Agreement, Buyer may reject the delivery of Goods/Services in whole or in part, require correction of such defect or nonconformity, require replacement of such item or accept such item with an appropriate adjustment in price. If Vendor fails to promptly correct or replace any non-conforming or defective item within such reasonable time as Buyer may require, Buyer may (i)correct or replace the item at Vendor’s expense or (ii)terminate the Agreement for breach and be entitled to the remedies set forth above. (c) Vendor shall maintain an inspection system which is acceptable to Buyer. Records of all inspection work shall be kept complete and available to Buyer during the performance of the Agreement and for such further period as Buyer may determine. 7. DELAYS: Time is of the essence hereunder. However, Buyer shall not be liable for delays or breaches due to an event of force majeure and not due to its fault or negligence, provided Buyer gives prompt notice of such cause to Vendor. 8. OVERSHIPMENTS: Buyer will pay only for actual or maximum quantities ordered. Overshipments will be held at Vendor’s risk and expense for a reasonable time awaiting shipping instructions. Shipping charges for excess quantities, including return shipping charges, will be at Vendor’s expense. 9. TERMINATION FOR CONVENIENCE: (a) Buyer may unilaterally terminate for convenience the Agreement, in whole or in part, at any time by written notice. Upon any such termination Vendor shall, to the extent and at the times specified by Buyer, stop all work relating to the Agreement, place no further orders for goods or services to be used in Vendor’s performance hereunder terminate outstanding orders relating hereto, assign to Buyer all Vendor’s interests under terminated sub-contracts and orders relating hereto, settle all claims thereunder after obtaining Buyer’s approval, protect all property in which Buyer has or may acquire an interest, and transfer title and make delivery to Buyer of all articles, materials, work in process, or other things held or acquired by Vendor in connection with the terminated portion of the Agreement. Vendor shall proceed promptly to comply with Buyer’s directions respecting each of the constitute a waiver settlement or payment of any termination claim. (b) With six months from such termination, Vendor may submit to Buyer its written claim for termination charges. In the form and with the certifications prescribed by Buyer, it being understood and agreed that no profits shall be allowed. Failure to submit such claim within such time shall constitute a waiver of all claims and a release of all Buyer’s liability arising out of such termination. (c) The parties may agree upon the amount to be paid Vendor for such termination. If they fail to agree, Buyer shall pay Vendor, in addition to any nonrecoverable expense actually incurred, the amount due and unpaid for Goods/Services. Buyer may retain an independent accounting firm to verify amounts claimed by Vendor under this Section9 and to confirm that Vendor is mitigating such cost, and Vendor shall allow Buyer or such firm reasonable access to its books and records for purposes of making such verification. (d) Payments made under paragraph(c) above shall not exceed the total price for the Goods/Services specified hereunder, less any payments previously ,made or otherwise to be made. There shall be excluded from any amounts payable to Vendor under this section all amounts payable in respect to property lost, damaged, stolen or destroyed prior to delivery to Buyer. (e) The foregoing paragraphs (a) to (d) inclusive, shall be applicable only to a termination for Buyer’s convenience and shall not affect or impair any right of Buyer to terminate the Agreement upon breach of the Agreement by Vendor. 10. PACKING AND SHIPMENT: Vendor shall, at its own expense, suitably pack, mark and ship the Goods/Services to Buyer in accordance with Buyer’s instructions. Each shipment shall contain an itemized packing sheet. No delivery, partial or complete, shall be made hereunder prior to the date or dates specified for delivery on the face of Agreement unless Buyer has given prior written consent. 11. RISK OF LOSS-ACCEPTANCE Notwithstanding any prior inspections by Buyer, Vendor shall bear all risk of loss, damage or delay in transportation with respect to Goods/Services shipped until such Goods/Services, in conformity with the Agreement, are duly delivered at the destination specified by Buyer hereunder and are accepted at law, nor impair any rights or remedies available to Buyer hereunder or for breach of contract. 12. SUBCONTRACTING: In no event shall Vendor subcontract any other party to furnish any of the completed or substantially completed Goods/Services, spare parts, or work herein contracted for without the prior written approval of Buyer. 13. EXPEDITING: Buyer’s personnel shall be allowed reasonable access to Vendor’s plants and those of Vendor’s subcontractors, for expediting purposes. As required by Buyer, Vendor shall supply schedules and progress reports for Buyer.
Vendor Address
… … … ## Fax:
Ship to: … … …
Vendor Number Currency Payment Terms Buyer Phone/Extn Confirmed with Incoterms Validity Start date Validity End date
Bill to:
Phone: Fax: Internet:
DO NOTSEND INVOICE Processd By ERS
Scheduling Agreement
Information
Document Number Date Rev No.: … … … .... … … … … … … …
Page 1 of 4
Item
Material/Description
Target Qty UM
Unit Price
Target Value
VENDOR, PLEASE NOTE… 1.Please sign and return attached acknowledgement immediately. 2.Provided this order is not subject to the Evaluated Receipts Settlement payment process, vendor must send all invoices directly to the XXX Accounts Payable department at the address referenced above. 3.This order can be accepted only upon the terms and conditions specified on the face hereof and attached hereto, including the attached Terms and Conditions of Purchase and any specifications, drawings or other documents as are incorporated herein by reference and attached hereto. If no Terms and Conditions are attached, contact the Buyer named above immediately for a copy. 4.Any additional or different terms in any document provided by vendor, even if such document is incorporated by reference, are deemed to be material alterations and notice of objection to them and rejection of them is hereby given. Any reference to any proposal, quotation or other communication by vendor, unless specifically indicated to the contrary herein, shall be deemed to be limited to the description of the goods and services.
S百度文库heduling Agreement: XXXXXX Rev:XXX
TERM AND CONDITIONS OF PURCHASE Buyer : XXXX Technologies (China) Co., Ltd.
Page 2 of 4
1. COMPLETE AGREEMENT: The terms of this purchase order, including these general conditions and any specifications, drawings or attachments hereto, shall become the exclusive and binding agreement between the parties covering the purchase of the articles or services described herein, when the Agreement is accepted by acknowledge or commencement of performance. The Agreement can be accepted only on these terms and conditions. Additional or different terms proposed by Vendor will not be applicable unless accepted in writing by Buyers. No change, modification or revision of the Agreement shall be effective unless in writing and signed by Buyers. 2. CHANGES: Buyer may, by written change order, (a) suspend performance hereunder. (b) Make changes in place of delivery or in specifications, drawings, designs or requirements. (c) Increase or decrease quantities ordered hereunder. If any such change causes an increase or decrease in the cost of or the time required for performance of the Agreement, an equitable adjustment shall be made in the order price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Any claim by Vendor for adjustment must be asserted within 30 days from the date when any changes is ordered. 3. INVOICES: Invoices shall be submitted in duplicate and shall contain the following information: purchase order number, item number, description of item, sizes, quantities, unit prices, and extended totals in addition to any other information specified elsewhere herein. Bill of lading showing full routing, car number, etc., shall accompany each invoice. Payment of any invoice shall be subject to adjustment for errors, shortages, defects or other failure of Vendor to meet the requirements of the Agreement. Buyer may at any time set off any amount owed by Buyers to Vender against any amount owed by Vendor or any of its affiliated companies to Buyer. 4.AND PAYMENT: The total price for the Goods/Services herein specified shall, unless otherwise expressly stated, include all taxes and duties of any kind which Buyer is required to pay with respect to the purchase of the Goods/Services and shall include all charges for packing and loading. Net weight and volume includes material only, and does not include packing material, unless otherwise specified. Vendor warrants that the prices to be charged for the Goods/Services are not in excess of prices charged to other customers for similar quantities and delivery requirements. 5.BREACH: (a) It is understood and agreed that Buyer may terminate the Agreement in whole or in part for breach of the Agreement if Vendor fails to (i)timely deliver the Goods/Services, (ii)replace or correct defective or non-confirming Goods/Services, (iii)perform in any way under the Agreement or (iv)make progress in performance of its obligations hereunder so as to endanger timely satisfaction of the terms of the Agreement. (b) Upon partial or complete termination of the Agreement pursuant to this Section 5, in addition to any other rights and remedies set forth herein, Buyer may (i)at Vendor’s expense, and upon such terms, from such sources and in such manner as Buyer may deem appropriate, procure goods or services substantially similar to those to be provided pursuant to any part of the Agreement so terminated and/or (ii)require that Vendor transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any completed Goods/Services and any materials, parts, tools, dies jigs, fixtures, plans, information and contract rights produced or acquired by Vendor in connection with any part of the Agreement terminated. Vendor agrees to act to protect and preserve the Manufacturing Material until delivery to Buyer. Payment for the Manufacturing Material shall be in an amount agreed upon by Vendor and Buyer but shall, in any event, not exceed75% of the total price to any part of the Agreement which is not terminated. 6. INSPECTION/NON-CONFORMANCE (a) Buyer shall have the right to inspect and test the Goods/Services at any time during manufacture and prior to shipment and to conduct a final inspection within a reasonable time after the Goods/Services have arrived at the final destination. The Goods/Services shall not be deemed accepted until after such final inspection. No inspection or test made with respect to the Goods/Services shall relieve Vendor from any warranties, either hereunder or implied at law, or other failure to meet the requirements of the Agreement. (b) In case any item in a shipment of Goods/Services in defective in material or workmanship, or otherwise does not conform to the requirements of the Agreement, Buyer may reject the delivery of Goods/Services in whole or in part, require correction of such defect or nonconformity, require replacement of such item or accept such item with an appropriate adjustment in price. If Vendor fails to promptly correct or replace any non-conforming or defective item within such reasonable time as Buyer may require, Buyer may (i)correct or replace the item at Vendor’s expense or (ii)terminate the Agreement for breach and be entitled to the remedies set forth above. (c) Vendor shall maintain an inspection system which is acceptable to Buyer. Records of all inspection work shall be kept complete and available to Buyer during the performance of the Agreement and for such further period as Buyer may determine. 7. DELAYS: Time is of the essence hereunder. However, Buyer shall not be liable for delays or breaches due to an event of force majeure and not due to its fault or negligence, provided Buyer gives prompt notice of such cause to Vendor. 8. OVERSHIPMENTS: Buyer will pay only for actual or maximum quantities ordered. Overshipments will be held at Vendor’s risk and expense for a reasonable time awaiting shipping instructions. Shipping charges for excess quantities, including return shipping charges, will be at Vendor’s expense. 9. TERMINATION FOR CONVENIENCE: (a) Buyer may unilaterally terminate for convenience the Agreement, in whole or in part, at any time by written notice. Upon any such termination Vendor shall, to the extent and at the times specified by Buyer, stop all work relating to the Agreement, place no further orders for goods or services to be used in Vendor’s performance hereunder terminate outstanding orders relating hereto, assign to Buyer all Vendor’s interests under terminated sub-contracts and orders relating hereto, settle all claims thereunder after obtaining Buyer’s approval, protect all property in which Buyer has or may acquire an interest, and transfer title and make delivery to Buyer of all articles, materials, work in process, or other things held or acquired by Vendor in connection with the terminated portion of the Agreement. Vendor shall proceed promptly to comply with Buyer’s directions respecting each of the constitute a waiver settlement or payment of any termination claim. (b) With six months from such termination, Vendor may submit to Buyer its written claim for termination charges. In the form and with the certifications prescribed by Buyer, it being understood and agreed that no profits shall be allowed. Failure to submit such claim within such time shall constitute a waiver of all claims and a release of all Buyer’s liability arising out of such termination. (c) The parties may agree upon the amount to be paid Vendor for such termination. If they fail to agree, Buyer shall pay Vendor, in addition to any nonrecoverable expense actually incurred, the amount due and unpaid for Goods/Services. Buyer may retain an independent accounting firm to verify amounts claimed by Vendor under this Section9 and to confirm that Vendor is mitigating such cost, and Vendor shall allow Buyer or such firm reasonable access to its books and records for purposes of making such verification. (d) Payments made under paragraph(c) above shall not exceed the total price for the Goods/Services specified hereunder, less any payments previously ,made or otherwise to be made. There shall be excluded from any amounts payable to Vendor under this section all amounts payable in respect to property lost, damaged, stolen or destroyed prior to delivery to Buyer. (e) The foregoing paragraphs (a) to (d) inclusive, shall be applicable only to a termination for Buyer’s convenience and shall not affect or impair any right of Buyer to terminate the Agreement upon breach of the Agreement by Vendor. 10. PACKING AND SHIPMENT: Vendor shall, at its own expense, suitably pack, mark and ship the Goods/Services to Buyer in accordance with Buyer’s instructions. Each shipment shall contain an itemized packing sheet. No delivery, partial or complete, shall be made hereunder prior to the date or dates specified for delivery on the face of Agreement unless Buyer has given prior written consent. 11. RISK OF LOSS-ACCEPTANCE Notwithstanding any prior inspections by Buyer, Vendor shall bear all risk of loss, damage or delay in transportation with respect to Goods/Services shipped until such Goods/Services, in conformity with the Agreement, are duly delivered at the destination specified by Buyer hereunder and are accepted at law, nor impair any rights or remedies available to Buyer hereunder or for breach of contract. 12. SUBCONTRACTING: In no event shall Vendor subcontract any other party to furnish any of the completed or substantially completed Goods/Services, spare parts, or work herein contracted for without the prior written approval of Buyer. 13. EXPEDITING: Buyer’s personnel shall be allowed reasonable access to Vendor’s plants and those of Vendor’s subcontractors, for expediting purposes. As required by Buyer, Vendor shall supply schedules and progress reports for Buyer.
Vendor Address
… … … ## Fax:
Ship to: … … …
Vendor Number Currency Payment Terms Buyer Phone/Extn Confirmed with Incoterms Validity Start date Validity End date