Пример договора с переводом на китайский с поставщиком из Китая
Whereas, Party A owns the entire patents, trademarks, technologies and designs of its new product xxx (which specified in attachments, hereinafter referred to as “Product”). With the aim of mutual beneficial cooperation, Party A desires to appoint Party B as its manufacturer in China to produce such new Product. After mutual negotiation, both Parties agree as below:
Party A desires to appoint Party B as OEM partner to manufacturexxx in accordance with the drawings and specifications provided by Party A, which are attached in the Agreement.
Rights and Obligations
Party B shall be responsible for the mould development, product manufacturing, packaging and transportation of Products under Party A’s instructions.
Party B shall, in accordance with specifications of Product, develop moulds and tools for Product manufacturing, and improve the moulds and tools under Party A’s instructions until design and quality standards are met. Party B acknowledges that Party A already paid the costs of such moulds and tools, and such moulds and tools thereof shall remain the sole and exclusive property of Party A.
Prior to formal massive production of the Product hereof, Party B shall provide finished Product samples at its own costs to Party A or Party A’s inspector for approval.
Party B shall finish the manufacturing of Products within forty-five days since its acceptance of the Purchase Order, and ship the Products within time period designated by Party A.
Party A shall make payment in accordance this Agreement and the Purchase Orders between both Parties.
Party A shall provide Product drawings and specifications to Party B in time.
Packaging and Transportation
Unless otherwise agreed by both Parties, Party B shall, under Party A’s instructions, deliver the Products at its own costs to the place designated by Party A.
Party B shall stick logos and labels on Products and packs under Party A’s instructions. Packaging of Products shall be fit for normal transportation and in conformity with Party A’s requirements. Packaging materials shall comply with environmental requirements of destination nations and be free from any toxic materials.
After Party B’s handover of Products to carriers, Party B shall provide transportation bills (Bill of Lading, Airway Bill, Railway Bill, etc) to Party A for tracking the delivery.
Party B understands and acknowledges that quality and safety of Products is of critical essence. Party B warrants that the Products and materials used hereby comply with standards or indicatives including but not limited to REACH and CP65.
In case Products fail the standards or indicatives mentioned in article 4.1, or the quality specifications provided by Party A, Party A may refuse to take goods and terminate the Agreement, and claim 10% of Purchase Order value as penalties. In case of any governmental penalties incurred by Party A arising from Party B’s default hereof, Party A reserves the right to be indemnified and held harmless by Party B.
Party A may appoint a third party inspector to conduct inspection on Products at Party B’s facility before delivery of Products, Party B shall provide assistance and necessary convenience. Party B shall not delivery Products that fail the inspection.
The inspection shall be conducted under AQL General Inspection Level 2, and the major defect rate shall not exceed 1.5%, minor defect rate shall not exceed 4.0%. In case defect rate exceeds the standards hereof after inspection, Party A has the right to reject the Products and claim 10% of Purchase Order value as penalties. For the defective Products found after arrival at destination, Party B shall make replacement at its own costs or refund the payment of such defective Products.
Warranty period of Products is one year since Party A’s sales of Products hereof. Party B shall be liable for any quality problems arising from normal usage and repair or replace such Products at its own costs.
Products which were found out to be defective after Party A’s inspection or rejected by Party A shall be destroyed by Party B, and sales of such defective Products in any manner to any third party is prohibited.
Both Parties agree that the design, moulds, tools, know-how, trade secrets and new know-how generated in connection with manufacturing are Party A’s intellectual properties. Party B shall, upon Party A’s request, return the moulds and tools hereof to Party A. For the intellectual property documents not suitable for returning, Party B shall, under Party A’s instructions, destroy or erase such documents and provide videos as evidence.
Party B shall not, without Party A’s prior written consent, utilize the intellectual properties mentioned in article 6.1 for purposes beyond this Agreement, or disclose the intellectual properties hereof to any third party. Otherwise, Party B shall pay $100,000 as penalties for the losses and damages suffered by Party A.
Unit price shall be stated in and governed by the Purchase Orders signed by both Parties. Price hereof shall not be increased without Party A’s prior written consent. In case accumulated purchasing quantity from Party A exceeds ___ pieces, Party B agrees to offer a discounted price, which to be separately negotiated by both Parties.
Both Parties agree unit price and total price under this Agreement or any Purchase Order shall include all the costs and expenses relating to mould development, materials, manufacturing, packaging, transportation and taxes. Unless otherwise agreed, Party A shall not be liable for any other costs and expenses.
Both Parties agree that 30% of Purchase Order value shall be paid as deposit after the signature of this Agreement or order hereof, remaining payment shall be made against copy of Bill of Lading or similar logistic bills. Party B hereby acknowledges that deposits under Purchase Order dated January 30 2018 was already paid by Party A.
Assignment and Subcontracting
Without Party A’s prior written consent, Party B shall not assign or subcontract any obligations under this Agreement to any third party (including Party B’s subsidiaries, affiliated companies or companies which Party B’s shareholders invest).
In case Party B desires to assign or subcontract this Agreement to a third party (including Party B’s subsidiaries, affiliated companies or companies which Party B’s shareholders invest), Party B shall send written notice to Party A and obtain Party A’s prior written consent.
In case of assignment or subcontracting after Party A’s approval, Party B shall execute assignment or subcontracting agreement with such third party, which shall be consistent with this Agreement. Party B agrees to be jointly liable for such third party’s any misconduct to Party A.
Any dispute between Party B and its subcontractor shall not relieve Party B from its obligations under this Agreement, nor shall such dispute impair any right from Party A under this Agreement.
Party B shall deliver Products hereof within the time period indicated in this Agreement or any Purchase Order. Party B must immediately inform Party A if there will be a delay in delivery of Product and must receive written approval from Party A. Party A reserves the right to cancel any Purchase Order of Products that are past the due date stated in this Agreement and claim damages. In the event that a Product is delayed but approved, a penalty of 1% of Purchase Order value per day after the due date will be applied.
In case of any recall, penalties and claims arising from Products’ failure of compliance with laws of destination nations (including but not limited to safety laws, environment protection laws and consumer protection laws), Party B shall indemnify and hold Party A harmless from such recall, penalties and claims. In case of any losses incurred by Party A, Party B shall be liable for such losses.
Party B shall not, without reasonable causes, terminate unilaterally the manufacturing of Product. Party A reserves the right to require Party B’s continuing performance of this Agreement, and claim 10% of the affected order value as penalties.
In case of Party B’s default of any obligations under this Agreement or any order, and such default is not remedied or corrected within 5 days since Party A’s notice, Party A reserves the right to cancel this Agreement or any order, and claim consequential damages incurred hereof.
For any indemnifications caused by Party B’s default of any obligations under this Agreement, in case Party B fails to make the indemnifications hereof within reasonable time, Party A reserves the right to directly deduct such indemnifications from undue payment owed to Party B.
Relationship between Parties
This Agreement shall not constitute, create, give effect to or otherwise imply a joint venture, partnership, or formal business organization of any kind between both Parties. Neither Party will be liable to the other for any of the costs, expenses, risks, or liabilities arising out of the other’s efforts in connection with this Agreement. Nothing contained in this Agreement shall grant either Party the right to make commitments of any kind for or on behalf of any other Party without the prior written consent of the other Party.
Applicable Laws and Dispute Settlement
This Agreement shall be construed in and governed by laws of P.R.China. In case of any dispute arising from this Agreement, both Parties shall negotiate in good faith, failing which any Party may submit such dispute to competent court located in defendant’s domicile. The losing Party shall be liable for the litigation fees and attorney fees of the aggrieved Party.
Term of Agreement
This Agreement shall come into force from signature day of both Parties, and be effective for one year. This Agreement shall be automatically renewed for successive one year unless either Party delivers a dissenting notice to the other Party 60 days prior to the expiration of the Agreement.
The provisions of articles 4, 5, 8 and 10 of this Agreement shall survive such expiration or termination.
Attachments hereof and orders separately signed between two Parties shall be an indispensable part of this Agreement and same legally effective with this Agreement.
This Agreement is written in both Chinese and English. In case of any discrepancies between two versions, Chinese version shall prevail.
This Agreement is executed in duplicate, and both Parties agree that fax signatures or PDF files shall be treated as if it were an original signature and neither Party shall contest the validity of the Agreement basing on the use of fax signatures or PDF files.
Attachment: Products Specifications