영문 구매 계약서(Purchase Agreement)

Purchase Agreement

문서서식포탈비즈폼

 

 

This Agreement is made and entered into on this (      )th day of (      ), 200( ), by and between ABC Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea, having its principal place of business at () the Republic of Korea, (hereinafter referred to as the “Buyer”) and (Seller의 ), a corporation duly organized and existing under the laws of (Seller의 ), having its principal office at (Seller의 ), (hereinafter referred to as the

“Seller).

 

WITHNESSETH

 

WHEREAS, Buyer wishes Seller to manufacture and sell the Products as herein belowdefined and wishes to purchase such Products from Seller ; and

 

WHEREAS, Seller is willing to manufacture and sell the Products to Buyer on the terms and conditions set forth below.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as flows:

 

 

Article 1. Definitions

문서서식포탈비즈폼

 

The following terms as used in this Agreement have the meaning set forth below respectively :

 

1. “Contract Year” means the period commencing on the date of this Agreement and having a duration of one (1) year, and thereafter the period commencing in each subsequent year on the correspondent date, having a duration of one (1) year, unless and until sooner terminated as provided in this Agreement.

 

2. “Products” mean the goods and/or services sold by Seller to Buyer under this Agreement substantially stipulated in Exhibit A attached hereto.

 

3. “Parts” mean any or all parts and/or components assembled or incorporated in these Products for the use or the repair of the Products.

 

4. “Subsidiary” means any corporation, partnership or other business entity of which a party beneficiary owns or controls fifty (50) percent or more of the voting stock.

 

 

Article 2. Purpose of this Agreement

문서서식포탈비즈폼

 

Under the terms and conditions of this Agreement, Seller agrees to manufacture and sell to Buyer and Buyer agrees to purchase from Seller, the Products as specified in the specifications of the Products previously submitted by Seller to Buyer and herein agreed to by the parties hereto (hereinafter referred to as the “Specifications”), a copy of which is attached as Exhibit A hereto and incorporated herein by this reference.

 

 

Article 3. Price

문서서식포탈비즈폼

 

 

1. The prices of the Products shall be as specified in Exhibit B attached hereto, and may be amended, on the basis of Contract by mutual agreement.

 

2. Seller warrants that the prices quoted for the Products are not in excess of the lowest prices charged by Seller to other similarly situated customers for similar quantities of products of like kind and quality. If Seller reduces its prices to other during the term of this Agreement for such goods and/or services including but not limited to the Products, Seller shall reduce the prices to Buyer for such Products correspondingly.

 

3. In the event that a price decrease occurs, on any Product ordered by Buyer, after the date of Order as herein below defined but prior to the delivery of the Product, Buyer shall be entitled to purchase at this lower price effective as of the date of the price decrease.

 

4. Seller agrees that Buyer has the right to receive a coasted bill of materials, to verify the accuracy of Seller’s price(s) including copies of their supplier’s invoices. All information contained in the inspected records shall be kept in strict confidence from all third parties. If any inspection discloses that the selling price(s) is (are) incorrect, then any discrepancy amount must be paid to Buyer by Seller within ten business days.

 

5. The Products shall be delivered and priced FOB [named port of shipment], INCOTERMS 2000. Title to the Product, the risk of loss or damage to the Products shall pass to Buyer when the Products have passed the ship’s rail at the named port of shipment, and/or when the Products have delivered into the charge of the air carrier, its agent or any other person at the named airport of the departure.

 

 

Article4. Orders, Delivery, Payment and Licenses

문서서식포탈비즈폼

 

 

1. Buyer may issue, from time to time, its purchase order (hereinafter referred to asthe “Order”) to Seller for Buyer’s purchase of the Products, in such a form to be attached as Exhibit C hereto. The Order constitutes Buyer’s offer to Seller and is not binding on Buyer until accepted by Seller in writing or by a delivery of the Products or the rendering of the services pursuant to the Order. If any discrepancy is found between this Agreement and the Order, this Agreement shall prevail.

 

2. When deliveries are specified to be in accordance with Buyer’s written releases, Seller shall not fabricate or assemble any Products, nor procure required materials, nor ship any supplies, except to the extent authorized by such written releases or provisions of the Order specifying minimum fabrication or delivery quantities.

 

3. TIME IS OF ESSENE. Delivery shall be effected within the time specified in the Order. If Seller fails to make deliveries or perform services at the agreed time, Buyer may cancel the whole or any part of the Order and any and all damages incurred to Buyer as a result of such delay and/or cancellation and any special premium transportation or other costs required to complete the specified delivery schedule, without limiting Buyer’s other available remedies, shall be charged at the expenses of Seller. In addition, the Products shipped in advance of the delivery schedule shall be returned to Seller at its expense.

 

4. Seller shall pack and mark the Products in accordance with Buyer’s instructions, secure the lowest transportation rates, meet carrier requirements and assure delivery free of damage and deterioration. Prices specified herein include all charges and expenses for containers, packing and crating, insurance and transportation to the named port of destination. All containers, packing and crating materials shall be owned by Buyer on delivery. Buyer may specify the carrier or method of transportation and Seller shall process shipping documents and route shipment of the Products from the named port of shipment accordingly.

 

5. Invoices shall be due and payable at sixty (60) days after date of actual receipt of the Products or receipt of Seller’s invoice for such Products, whichever is later. Any applicable discounts shall be referenced on the invoice. Payment shall not constitute acceptance.

 

6. Seller, at its own expenses, shall obtain any and all necessary permit or licenses to export the Products from the country of shipment and/or to import, sell, use or otherwise dispose of the Products, including but not limited to the safety standard, in any countries where such Products are imported, sold, used or otherwise disposed of.

 

7. Customs duties, taxes and similar charges which may be imposed by the country of shipment shall be born by Seller.

 

 

Article 5. Parts

문서서식포탈비즈폼

 

 

1. Seller shall supply to Buyer the Parts so long as Buyer continues to purchase the Products pursuant to the terms and conditions of this Agreement and for ___year(s) after the last shipment of the Products to Buyer.

 

2. The price for the Parts shall be as set forth in the list in Exhibit D, which price list may be changed, on the basis of Contract Year, by the agreement of the parties hereto.

 

 

Article 6. Inspection and Rejection

문서서식포탈비즈폼

 

 

1. Seller shall perform an inspection of each shipment of the Products prior to shipment, in Seller’s country at Seller’s expenses, in accordance with shipping inspection standard as designated by Buyer. Seller shall establish its inspection systems and procedures and make its records available to Buyer upon any request of Buyer. Further, Buyer reserves the right to inspect and evaluate all Products, including but limited to, the materials, tools and/or tooling used in their assembly or manufacture, at times and places designated by Buyer.

 

2. Notwithstanding any payment made by Buyer, Buyer may reject, require corrections, or return such Products to Seller, at the expenses and risk of loss to Seller, as is delivered and do not conform to applicable requirements. Without any limiting its remedies, after notice to Seller, Buyer may either 1) replace or correct any non-conforming Products and charge Seller the costs and expenses of such replacement or correction, and/or 2) cancel any or all Order(s) under applicable provisions of this Agreement.

 

 

Article 7. Warranty

문서서식포탈비즈폼

 

 

1. Seller shall warrant that Products will 1) be in accordance with all Specifications, drawings, descriptions or samples furnished by Seller and/or agreed upon by the parties hereto, 2) be merchantable, and 3) be free from defects in material and workmanship for [ ] months from the date of shipment.

 

2. Seller shall warrant that all Products will be fit and sufficient for the purpose intended. Further, Seller shall warrant that on delivery Buyer shall receive good title to the Products, free and clear of all liens and encumbrances and that all Product right including but not limited to the patent, copyright, trade secret or trademark.

 

3. Seller shall bear any and all losses, costs and expenses suffered by Buyer, including but not limited to expenses for repair or replacement performed by and any claim from users of the Products, due to any epidemic defects of the material, or workmanship of the Products if such defects have been found within [ ] months from the date of shipment.

 

4. Notwithstanding hereupon, Seller shall be always responsible for any damages or injuries suffered by users of the Products due to any defects in material or workmanship and lawfully claimed to Buyer.

 

5. Any and all warranties herein shall be in addition to any warranties implied by laws or otherwise made by Seller and will survive the acceptance and payment by Buyer.

 

 

Article 8. Property and Special Tooling

문서서식포탈비즈폼

 

 

1. Unless otherwise provided for in this Agreement, property of any description including all tools, equipment, material, drawings, manufacturing aids and/or replacements of the foregoing furnished by Buyer, either directly or indirectly, or as acquired or manufactured by Seller for use in the performance of this Agreement, for which Seller has been reimbursed by Buyer, shall be 1) the property of Buyer, 2) plainly marked or otherwise adequately identified by Seller as the property of Buyer and 3) safely stored separate and apart from Seller’s property.

 

2. Seller shall retain and not use or rework tooling or property Buyer except for the performance of work hereunder or as authorized in writing by Buyer. Buyer  Seller shall keep such tooling or property in its possession and/or control in good condition, fully covered by insurance, free of liens and encumbrance and shall replace such tooling or property when lost, damaged or destroyed. The tooling or property hereinabove shall be transferred as Buyer may request at any time.

 

 

Article 9. Indemnification

문서서식포탈비즈폼

 

Seller shall at all times defend, indemnify and hold Buyer, Buyer’s customers and/or Buyer’s Subsidiary harmless against any and all claims, liabilities, losses, damages and settlement expenses (including reasonable attorney’s fees and other reasonable dispute resolution costs or expenses) arising out of injury or death of any person and damage or loss of any property (including economic or financial losses) allegedly or actually resulting, directly or indirectly from or arising out of ; 1) any failure of the Products to comply with the description or specifications; or 2) any act, omission, negligence in designing, manufacturing, or any other handling of Products; or 3) defects in the Products giving rise to claims based on general product liability; or 4) failure of the Products to perform in accordance with their intended use.

 

 

Article 10. Changes

문서서식포탈비즈폼

 

 

1. The Specifications may be amended from time to time by written agreement of the parties hereto, which shall set forth in detail any changes in design of the Products.

 

2. The Specifications also may be revised by Buyer, provided, however, any claim by Seller for such change in price adjustment shall be asserted in writing within [ ] days from the date of receipt by Seller of Buyer’s notice of any change of Specifications. Buyer may verify or work or materials hereunder by auditing relevant records, facilities, work or materials of Seller. Seller agrees to proceed with the Order as changed hereunder.

 

 

Article 11. Claims Adjustment

문서서식포탈비즈폼

 

Buyer may, at any time and without any notice, deduct or set-off Seller’s claims for money due or to become due from Buyer against any claims that Buyer has or may have arising out of this or any other transaction between the patties hereto.

 

 

Article 12. Disclaimer of Agency and/or Use of the Trademark

문서서식포탈비즈폼

 

 

1. Seller shall not, without the prior written consent of Buyer in any manner publish the fact that Seller has furnished or contracted to furnish Buyer the Products nor shall use the name or trademarks of Buyer, its products, or any of its associated companies in Seller’s advertisement or other publication. If Seller places on the Products a Buyer’s trademark and/or trademark, identifying mark, as specified by Buyer, or if the Products are peculiar to Buyer’s design, the Products shall not be sold to anyone other than Buyer.

 

2. Nothing contained herein shall constitute any authority to negotiate, settle or compromise any claims or disputes on behalf of Buyer related to the Products.

 

3. Seller agrees that it has no authority to make or give and shall not make any representation or give any guarantee or warranty in respect of Products, on behalf of or in the name of Buyer, other than such as Buyer may from time to time in writing expressly authorize.

 

 

 

 

Article 13. Disclosure of Information

문서서식포탈비즈폼

 

 

1. The Specification, drawings, designs, manufacturing data and other information transmitted to Seller by Buyer shall be remained in confidentiality. Seller shall handle all of this information in such a manner to insure that it is not used for any purpose detrimental to the interests of Buyer, and/or disclosed without consent made by Buyer.

 

2. Unless expressly provided in this Agreement or otherwise agreed to in writing by Buyer, Seller’s disclosure right regarding the Products related to this Agreement, and information related thereto shall be limited to any valid copyright, patent or other intellectual property rights owned by Seller covering the manufacture, use and sale of the Products.

 

 

Article 14. Intellectual Property

문서서식포탈비즈폼

 

 

1. No right shall be granted to Seller under any Buyer’s patent, copyrights and/or other intellectual property right except as may necessary to fulfill Seller’s obligations under this Agreement.

 

2. Seller shall defend any and all suits, actions or proceedings which may be brought to Buyer, its Subsidiary, and /or its associated companies or its customer for alleged infringement of any intellectual property right, including, but not limited to the patent, copyright or trade secret, of the third party resulting from the use or sale of the Products sold hereunder, and pay all expense and fee of attorney which may be incurred in defending, and all costs, damages, or other recoveries in every such suit or dispute.

 

 

Article 15. Term and Termination

문서서식포탈비즈폼

 

 

1. This Agreement shall continue in full force and effect for (계약기간) years commencing on the date of this Agreement and shall be extended for successive Contract Year thereafter, unless either party shall give to the other at least three (3) months prior written notice of its intention to terminate this Agreement upon the expiration of the Contract Year.

 

2. In case either shall breach or default in the effective performance in any of the terms, conditions, covenants, or agreements contained in this Agreement, the other party may give to such breaching or defaulting party a written notice of such default, and if such breaching or defaulting party does not effect an adequate cure thereof within a reasonable time, the defaulting party shall be and remain liable to the aggrieved party as to damages or loss resulting from such default hereof.

 

3. This Agreement may be terminated immediately by either party upon occurrence of any of the following events:

(a) Insolvency of the other party or filing by or against the other party of voluntary or involuntary petition in bankruptcy or for corporate reorganization or for any similar relief or the execution of an assignment by the other party for the benefit of creditors or appointment of a receiver of the other party for any reason.

(b) The other party’s voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.

 

4. The termination of this Agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this Agreement. Further, any rights and/or obligations of Article 5,6,7,8,9,10,11,12,13,14,15,16,20 and 21 hereof shall survive and continue in effect after any expiration or termination of this Agreement and bind the parties hereto, the legal representatives, successors, heirs and assigns.

 

 

Article 16. Notice and Other Communications

문서서식포탈비즈폼

 

 

1. Except as either party may hereafter notify the other party in writing with respect to itself, the addresses of the parties for purpose of this Agreement shall

be :

(Buyer)                                   (Seller)

Address :                                 Address :

Facsimile No. :                            Facsimile No. :

 

2. All orders, policies, reports, payments and communications pursuant hereto are to be delivered to the intended receiving party by hand or by airmail, or by telex, cable, facsimile, postage prepaid, to the address provided in Article 16.1 hereof, and shall be deemed delivered when handed or mailed to the intended receiving party.

 

 

Article 17. Remedies

문서서식포탈비즈폼

 

The rights and remedies herein reserved to Buyer shall be cumulative and in addition to any other or further rights and remedies available at law or in equity.

 

 

 

 

Article 18. Severability

문서서식포탈비즈폼

 

This Agreement is intended to be valid and effective throughout the world and, to the extent permissible under applicable law, shall be construed in a manner to avoid violation of or invalidity under any applicable law. Should any provision hereof nevertheless be or become invalid, illegal or unforceable under any applicable law, the other provisions hereto shall not be affected, and to the extent permissible under applicable law, any such invalid, illegal or unforceable provision shall be deemed amended lawfully to conform to the intent of the parties hereto.

 

 

Article 19. Arbitration

문서서식포탈비즈폼

 

 

1. Any and all disputes, claims or differences arising out of or relating to this Agreement or the alleged breach thereto shall be settled by mutual consultation between the parties in good faith as promptly as possible, but failing such amicable settlement, shall be submitted to arbitration. The arbitration may then be held in the country of the party against whom the arbitration proceedings is instituted. The arbitration may be applied to (Seller의 ) Commercial Arbitration Association office more convenient to Buyer when Seller institutes the arbitration proceeding.

 

2. The decision and awards of the arbitration shall be final and binding upon the paties hereto.

 

 

Article 20. Governing Law

문서서식포탈비즈폼

 

The validity, construction and performance of this Agreement shall be governed by and interpreted in accordance wit the laws of the Republic of Korea.

 

 

 

Article 21. Excusable Delay

문서서식포탈비즈폼

 

 

1. Either party shall not be liable for, nor be deemed to be in default for, delay of or failure in delivery or performance of any other act under this Agreement due to any of the following causes; acts of God or of the public enemies, civil war, insurrection or riots, fires, floods, explosions, earthquakes or serious accidents, epidemics or quarantine restrictions, any act of government or any other civil or military authority, allocation regulations or strikes, or due to any other causes to the extent it is beyond the party’s reasonable control or not occasioned by the party’s fault or negligence.

 

 

2. Promptly upon the occurrence of any event hereunder which may result in a delay in the delivery of Product, Seller shall immediately give a notice thereof to Buyer, which notice shall identify such occurrence and specify the period of delay which is reasonably expected to result therefrom.

 

3. If the performance of any obligations under this Agreement is delayed owing to any of the above causes for any continuous period of more thirty (30) days, the party hereto adversely affected by such failure or delay shall have right to terminate this Agreement upon giving a written notice.

 

 

Article 22. Non-Assignability

문서서식포탈비즈폼

 

This Agreement or any rights hereunder shall not be assigned or transferred to any third parties by either party without the written consent of the other party, except to a successor in ownership of all or substantially all of the assets of the assigning or transferring party, and which successor shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by the assigning or transferring party as if the were named here in the place of the assigning or transferring party.

 

 

Article 23. Entire Agreement and Modification

문서서식포탈비즈폼

 

 

1. This Agreement constitutes the entire understanding of the parties relating to the subject hereof and supersedes all the other previous agreement and understandings, whether written or oral.

 

2. This Agreement may be amended or modified only in writing signed by the duly authorized representatives of the respective parties.

 

 

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed

in duplicate in English, as of the date first above written, by its duly authorized

representative.

 

Exhibit : (A) The List of the Products and the Specifications

(B) Price of the Products

(C) The Regular Form of the Order

(D) The List of the Price of the Parts and their Suppliers

 

 

(Buyer)                                          (Seller)

ABC Co, Ltd.                                    (Seller의 상호)

 

 

__________________________                       __________________________

Name :                                           Name :

Title :                                            Title :

 

Exhibit A : The List of the Products and the Specifications

Products Name                 Model Number                Specifications

(The original specification may be re-defined as required and mutually agreed upon between Buyer and Seller.)