영문 품질보증계약서(Quality Assurance Agreement)

Quality Assurance Agreement

문서서식포탈비즈폼

 

 

This Agreement made and entered into effective as of the ( )th day of ( ), 2002 (Effective Date) by and between XYZ Corp., a Japanese company, with its principal place of business at (___주소기재 要___) (XYZ) and ABC Company, Ltd., a Korean company, with its principal place of business at 20, 주소기재 , Korea (ABC)

 

WITNESSETH:

문서서식포탈비즈폼

 

 

WHEREAS, ABC desires XYZ to warrant that the Products (as defined below) shall conform to the Specifications attached hereto;

 

WHEREAS, both parties hereto shall cooperate with each other in a good faith to establish a mutually close and prosperous relationship; and

 

NOW, THEREFORE, in consideration of the premises and covenants contained herein, the parties hereto agree as follow:

 

 

Article 1. Definitions

For the purpose of this Agreement;

1. “Products” shall mean the products supplied by XYZ under the basic purchase agreement executed on the ( )th day of ( ), 2002(hereinafter referred to as “Basic Agreement”). The Products may include and incorporate the components supplied by ABC.

2. “Specification” shall mean that attached hereto as confirmed and modified under Article 2.

 

Article 2. Confirmation and Modification of the Specification

1. The specifications of the Products shall be submitted to ABC for ABCs approval and shall be confirmed in writing by ABC and attached Annex A.

2. Any modification to the Specification confirmed as above shall only be made with ABCs written approval after due consultation between ABC and XYZ.

3. XYZ shall indemnify and hold harmless ABC against any and all losses/ damages incurred by XYZs arbitrary change /application of Specification without ABCs prior written consent.

 

Article 3. Obligation of ABC

1. ABC shall provide XYZ with the data on Products failure at ABCs manufacturing facilities at the beginning of every month during the term of this Agreement.

2. ABC shall supply and assure the quality of, components to be supplied by ABC to XYZ for incorporation into the Products.

3. XYZ shall not be responsible for ABCs mishandling of Products.

 

Article 4. Obligation of XYZ

1. XYZ shall guarantee that all Products supplied to ABC shall conform to the Specification.

2. For the quality assurance ABC may request XYZ to submit data and progress audit report on manufacturing Products and XYZ shall respond to such request of ABC.

3. XYZ shall provide ABC with the outgoing inspection report for the quality assurance whenever XYZ ships the Products to ABC.

4. XYZ shall keep any and all documents and record with regard to quality management, test record, inspection record, measurement and correction record and upon the request of ABC, shall submit such documents to ABC promptly.

5. XYZ shall be responsible for its mishandling of the components supplied by ABC under Article 3.

 

Article 5. Import Inspection of ABC

1. ABC shall inspect, upon import into Korea, the Products in accordance with the Specification.

2. In the event that the Products are found to be defective on the above import inspection of ABC, ABC will inform XYZ thereof within ( ) working days after the receipt of the Products and send back such defective Products to XYZ at the expense of XYZ.

3. It is understood that the above import inspection by ABC is not made piece by piece and thereby not exhaustive and inclusive. Therefore such inspection shall not prejudice ABCs right to remedies for Products defect.

 

Article 6. Warranty

1. XYZ shall warrant that the Products are free from defects in material and workmanship for 12 (twelve) months from ABCs receipt of Products [또는 ABCs delivery to end-user of final set incorporationg Products.].

2. XYZ shall exchange the defective Products for the non-defective Products.

3. If no work or rework ensues from the Products defect in addition to the replacement above, XYZ shall compensate ABC for any and all loss/ damages incurred to ABC due to Products defect at the following No/Re-Work Charges rate:

No/Re-Work Charge = No/Re-Work hour(unit:min)    personnel    Labor cost

4. If the final set assembled by ABC using the Products (Final Set) is found defective because of Products and ABC conducts an appropriate service to correct the defect, XYZ shall compensate ABC at the following rate :

Repair Service Charge: Service Agency Charge + Parts Cost

If the Final Set can not be repaired or the buyer of the Final Set requests a refund of the purchase price or a replacement with a new Final Set, ABC may collect the Final Set complained of and either

1) may sell the collected Final Set after being repaired, in which case XYZ shall compensate ABC at the following rate.

Return Cost = Repair Labor Cost + Parts Cost(when replacing) + Grade Loss + Freight Charges

Or

2) may dispose it, in which case XYZ shall compensate ABC at the following rate :

Return Cost = Set Price + Disposal Charges + Freight Charges

5. Under this Article, the terms used shall have the following meanings.

i. Repair Labor Cost shall mean repairmans hourly labor cost for repair; repair charges for repair outside of Korea based on the overseas service agency standard

ii. Part Cost shall mean market price of parts.

iii. Grade Loss shall mean the difference between the reular price of Final Set and the discounted price for the repaired or returned Final Set.

iv. Disposal Charges shall mean the expenses of charges for the disposal of the returned Final Set that is not able to be repaired or returned by the buyer not for repair.

v. Freight Charge shall mean all freight charge to collect return the defective Final Set and supply the replacement Final Set.

vi. Service Agency Charge shall mean when repaired it in the SVC Center, charges paid by ABC.

 

Article 7. Epidemic Failure of the Products

Epidemic failure of Products is defined as defects exceeding ( ) % of total quantity of Final Sets incorporating Products, which fails to meet Specification. Epidemic failure situation should be taken an immediate and appropriate care of by the parties in addition to the normal remedies.

 

Article 8. Service Units and Spare parts Warranties.

1. XYZ shall provide the service units and spare parts of the Products at the price level charged at the initial supply of them.

2. XYZ represents, warrants and promises that Service units and Spare parts will be free from defects in material and workmanship and will meet the quality target set forth in this Agreement. XYZ shall provide to ABC or its distributors with service units and spare parts of Products for a period of ( ) years after the last supply date of the Product.

3. In the event of the discontinuance of the service units and spare parts, XYZ shall notify this fact of ABC prior to the stopping and ABC and XYZ shall discuss and agree on the available alternatives for securing the service units and spare parts .

 

Article 9. Confidentiality

1. Each Party shall use its best efforts to keep strictly secret and confidential, and shall bind all of its employees and agents to keep strictly secret and confidential, all commercial and technical information in whatever form acquired by it (whether directly or indirectly) from or concerning any other Party under this Agreement (Confidential Information). No Party shall use such Confidential Information for any purposes other than those contemplated in this Agreement. Further, no Party shall at any time disclose any Confidential Information to any third party for any purposes other than those contemplated in this Agreement without the prior written consent of all the Parties. The following information shall not be deemed as Confidential Information :

a) Information which at the time of disclosure is generally available to the public;

b) Information which after disclosure becomes generally available to the public through no fault of the receiving Party;

c) Information which the receiving Party can show was in his possession prior to disclosure and which was not acquired directly or indirectly from any other Party;

or

d) Information which the receiving Party can show was received by it after the time of disclosure from any third party without any obligation of confidentiality and which was not acquired directly or indirectly from any other Party.

2. The confidentiality obligations set out in this Article shall survive the termination of this Agreement.

3. Each Party shall impose the same confidentiality obligations set out in this Article upon its affiliates, subcontractors, vendors and other third parties who are in association with it and may have access to any Confidential Information during the term of this Agreement.

 

Article 10. Term of this Agreement

1. This Agreement shall be effective from the Effective Date until the period of 1 (one) year after the last supply of the Products.

2. This Agreement shall be automatically renewed for one-year terms unless terminated by either party upon one months days written notice before the commencement of any term or renewal term.

 

Article 11. Arbitration and Governing Law

1. This Agreement shall be governed by and construed in accordance with the laws of the republic of Korea without reference to its conflict of laws provisions.

2. All disputes, controversies, or differences which may arise between ABC and XYZ, out of or in relation to or in connection with this Agreement, or for the breach thereof, shall be settled amicably between parties hereto, but in the event no amicable settlement can be reached, shall be finally settled by an arbitration in accordance with the Korean-Japanese Arbitration Agreement effected on October 26, 1973 as follows:

All disputes that may arise under or in relation to this Agreement shall be submitted to arbitration under the Commercial Arbitration Rules of (1) The Korean Commercial Arbitration Board if the arbitration is to be held in the Republic of Korea or (2) The Japan Commercial Arbitration Association if the arbitration is to be held in Japan. If the place of arbitration is not so designated by the parties hereto or is not agreed by them within twenty-eight (28) days from the date of which a demand for arbitration is received by either of the Associations from either party, the place of arbitration shall be the country of the respondents. Provided that both associations may agree, on the application of either party to either association, that the place of arbitration shall be the country of the claimants, such agreement between the associations being binding upon both parties.

The award shall be final and binding upon parties hereto.

 

Article 12. Entire Agreement

This Agreement contains the entire agreement of the parties hereto related to the subject matter herein and merges and supersedes all prior agreements on this subject matter, written and oral, between them. No changes or modifications of or additions to this Agreement shall be valid unless the same shall be in writing and signed by each party hereto.

 

Article 13. Force Majeure.

Neither party shall be liable to the other party for non-performance or delay in performance of any of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to the flood, unavoidable accident, governmental regulation, riot, and insurrection. Upon the occurrence of such a force majeure condition, the effected party shall immediately notify the other party of any event of force majeure and inform the other party of any further developments. Immediately after the cause is removed, the effected party shall perform such obligations with all due speed.

 

Article 14. Assignment.

Neither this Agreement nor any right or obligation hereunder shall be assignable in whole or in part by either party without a prior written consent of the other party.

 

Article 15. Severability.

If any court of competent jurisdiction shall hold any provisions of this Agreement invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written by their respective duly authorized representatives.

XYZ Corp.

By    :

Title  :

Name :

ABC Compny, Ltd

By    :

Title  :

Name :

문서서식포탈비즈폼