영문 애프터 서비스 계약서(AFTER SERVICES AGREEMENT)

AFTER-SERVICES AGREEMENT

문서서식포탈비즈폼

 

 

 

* 당사가 판매한 제품에 대하여 현지 회사에 A/S를 의뢰하는 경우

* FEE의 지급, 부품공급시 유/무상여부등은 상황에 따라 적절히 조정

 

This agreement made this ( )day of ( ), 200- by and between ABC Company Ltd., a corporation duly organized and existing under the laws of the Republic of Korea and having its principal office at ________________________________________ ("ABC") and (상대방 당사자), a corporation duly organized and existing under the laws of the (상대방 국가명) and having its principal office at ______________________(상대방 주소)("AAA")

 

whereas:

 

A. ABC desires to furnish to its Customers (as defined in this Agreement)  warranty-relatedor after sales services for the Products(as defined in this Agreement), and desirous of retaining AAA to perform the Services (as defined in this Agreement) on behalf of ABC in the Territory(as defined in this Agreement);

 

B. AAA represents and warrants that it has the physical facilities and capabilities suitable to perform the Services and is willing to perform the Services on the terms and conditions set forth below.

 

NOW THEREFORE in consideration of the mutual covenants contained in this Agreement, the parties agree as follows;

 

 

Article 1. Performance of the Services

문서서식포탈비즈폼

 

 

1.1 ABC hereby requests AAA to perform the Services and AAA hereby accepts such request and agrees to perform the Services on behalf ABC on a non-exclusive (exclusive) basis of the Customers within the Territory on as-needed basis consistent with good business practice.

 

1.2 ABC reserves the right to perform the Services directly and to have the Services performed by any person or entity other than AAA in the Territory.

 

1.3 Under this Agreement, the Services shall mean any and all services in connection with the Products within the limitation of ABC's warranty set forth in Article 6 hereof including, but not limited to, installation, start-up, repair, parts replacement services, maintenance or warranty services and any other after sales-services as requested by ABC pursuant to this Agreement.

 

 

Article 2. Obligations of AAA

문서서식포탈비즈폼

 

 

2.1 Best efforts

AAA shall exert its best efforts to perform the Services hereunder in accordance with the ABC Warranty Policy described in Exhibit C attached hereto and ABC Workmanship Standards described in Exhibit D attached hereto.

 

2.2 Offices and Personnel

AAA shall maintain one or more offices adequate to perform the Services including service shop, inspection workspace, available floor space, workbench with customary hand tools within the Territory which shall be open and staffed during all normal business hours. AAA shall at its responsibility, maintain its personnel in order to insure full and adequate Services in the Territory.

 

2.3 Parts Inventory

AAA shall maintain adequate levels of parts inventories, accessories, repair and test equipment, process control equipment and related supplies sufficient to meet the Services and repair needs of the Customers.

AAA shall, at its costs and expenses, be responsible for the custom clearance of the parts imported into the Territory and returned to ABC, as a result of repairs, upon ABC's request.

 

2.4 Reports

AAA shall, periodically, report on its activities with regard to the Services as requested by ABC in the form to be provided by ABC. All such reports shall contain pertinent information about the Products repaired or services, nature and cause of problem, quality check, consumption of the parts and components and any other information as may be reasonably requested by ABC. For this purpose, AAA shall maintain complete, clear and accurate records of its activities with regard to the Services performed hereunder. ABC has the right to examine and audit such records at an reasonable time.

 

2.5 Trademarks

AAA shall not have the right to use the name of ABC, or any of ABC's tradenames or trademarks.

 

 

Article 3. Duties of ABC

문서서식포탈비즈폼

 

 

3.1 Compensation

In full compensation for AAA's Services performed hereunder, ABC shall pay AAA the sum calculated at a rate specified in ABC's current price list described in Exhibit B attached hereto within ( ) days after the receipt by ABC of the invoice from AAA for Services rendered.

AAA shall submit such invoice within ( ) days after the end of each month (or quarter) in the form shown herein as Exhibit E attached hereto. Sums payable by ABC to AAA shall be paid in US Dollars or in any other currency as agreed from time to time to the account designated by AAA, after ABC's examination and auditing of such invoice and reports set forth in Article 2, paragraph 4. In the event AAA performs the after sales-services beyond the limitation of ABC's warranty set forth in Article 6 hereof, AAA shall not be compensated by ABC for such services but may be reimbursed by invoicing to the Customers concerned pursuant to the ABC Warranty Policy, provided that AAA shall make a report of such services to ABC.

 

3.2 Parts Supply

ABC is obligated, free of charge, to supply the parts, components or accessories necessary to perform the Services in a quantity equal to up to ( ) of the cumulative distribution of the Products in Territory for the Services. AAA may, with the prior written consent of ABC, use the universal standard parts procured from other sources for the Services hereunder. ABC shall reimburse AAA for the prices of such universal standard parts used in performing Services by separate agreement between the parties. AAA agrees to purchase from ABC any parts necessary for the after sales-services beyond the limitation of ABC's warranty hereof at prices and terms and conditions mutually agreed upon.

 

3.3 Direct Services

In the event AAA is unable or has difficulty in performing any of the Services, AAA shall immediately give notice thereof to ABC, and in that case ABC may perform such Services directly or through any other person or entity in the Territory.

 

3.4 Technical Information

ABC shall provide AAA with current technical information, literature, bulletins, brochures and the like necessary for the Services without cost to AAA.

 

3.5 Specification Changes

ABC shall keep AAA fully informed of all specification changes relating to the Products.

 

 

Article 4. Expenses

문서서식포탈비즈폼

 

Except as provided in Article 3, paragraph 1 hereof, any and all cost and expenses, including without limitation, taxes, fees and other charges whatsoever incurred by AAA in connection with the performance of the Services shall be borne and paid by AAA and AAA shall in no even charge ABC for such costs and expenses.

AAA shall not charge Customers for such costs and expenses except as may from time to time be permitted under ABC Warranty Policy.

 

 

Article 5. AAA's warranty

문서서식포탈비즈폼

 

AAA represents and warrants that its performance of the Services shall conform to and be in accordance with ABC Workmanship Standards described in Exhibit D attached hereto and that it shall be responsible for defects or damage to the Products resulting from faulty or deficient service work relating to the performance of the Services and shall indemnify and hold ABC harmless from and against any claims, liability, cost or expense arising out of the breach or non-compliance of this warranty.

 

 

Article 6. Product Warranty

문서서식포탈비즈폼

 

AAA hereby recognizes that ABC shall extend its standard warranty (as contained from time to time in ABC's General Terms and Conditions of Sale) to the Customers in the Territory that the products delivered shall confirm to the ABC's specifications and shall be free from any defects in material or workmanship.

AAA further recognizes that ABC shall have no warranty liability or obligation to AAA or Customers for the defects of a Products or parts thereof occurring beyond the warranty period provided by ABC and ABC's warranty does not extend to any defect of the Products or parts thereof caused by misuse, neglect, accident, abuse, improperly repair, alteration or modification or any act in violation of the instructions furnished by ABC.

 

 

Article 7. Property

문서서식포탈비즈폼

 

Any Products and parts thereof which are in the possession, or under the control of AAA for performing the Services shall remain the property of ABC. AAA shall not use such Products and parts thereof for its own purpose and shall be liable for any loss of or damage to such Products and/or parts thereof.

AAA shall adequately protect and insure such property, and shall deliver or return the property to ABC or otherwise dispose of the property as directed by ABC.

 

 

Article 8. Confidentiality

문서서식포탈비즈폼

 

Any information, suggestions or ideas transmitted by ABC to AAA in connection with the performance of this Agreement are to be regarded as secret and submitted in confidence. Except as may otherwise be provided by an agreement in writing signed by ABC, AAA, any of its subsidiaries or parent or sister corporations or any officer, director, partner, agent or employee of AAA, or such affiliated organizations shall not disclose any such information to any third party or to the public.

 

 

Article 9. Negative Covenants

문서서식포탈비즈폼

 

During the term of this Agreement as extended, and for ( ) years thereafter, AAA shall not engage itself, directly or indirectly, in developing or manufacturing any products which are competitive with the Products.

AAA shall have no authority to accept any purchase order, or to make any offer, or to execute any instrument, or to make any commitment on behalf of ABC.

 

 

Article 10. Independent Contractors

문서서식포탈비즈폼

 

This Agreement does not constitute AAA the agent or legal representative of ABC for any purpose whatsoever. AAA is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of ABC or to bind ABC in any manner or matter whatsoever.

 

 

Article 11. Terms and Termination

문서서식포탈비즈폼

 

 

11.1 Unless sooner terminated in accordance with paragraph 2 or 3 below, this Agreement shall have an initial terms of one (1) year from the date hereof. Thereafter, this Agreement shall be automatically renewed for successive terms of one (1) year on the same terms and conditions hereof, unless one party shall notify the notice of such termination sent not less than sixty (60) days prior to the expiration date of the then current term.

 

11.2 Either party may terminate this Agreement immediately upon written notice to the other party if the other party fails to cure a breach of its obligations hereunder within thirty (30) days of the delivery of written notice of breach.

 

11.3 ABC may terminate this Agreement immediately upon written notice to AAA in the event of insolvency, bankruptcy, assignment, a material change in the ownership or control of AAA, or any similar condition of AAA which, in the opinion of ABC, may have a material affect on the ability of AAA to perform its obligations hereunder.

 

 

Article 12. Miscellaneous

문서서식포탈비즈폼

 

 

12.1 This Agreement is not transferable by AAA and may not be assigned or subcontracted to any other individual(s), without the advance written consent of ABC.

 

12.2 From and after the effective date hereof, this Agreement, together with Exhibits hereto, represents the full and complete understanding and agreement of the parties pertaining to this subject matter hereof and supersedes and cancels any and all prior agreements or undertakings between the parties or their predecessors.

 

12.3 If any provisions of this Agreement are deemed unlawful, the parties direct that such provisions be deemed as not a part of this Agreement. The effective date of this Agreement shall be the date upon which it is executed by both parties.

 

12.4 The formation, validity, construction and the performance of this Agreement shall be governed by the laws of the Republic of Korea.

 

12.5 All disputes, controversies, or differences which arise between the parties, out of or in relation to or in connection with this Agreement or for the breach thereof, shall be finally settled by arbitration in Seoul, Korea in accordance with the Commercial Arbitration Rules of the Korean Commercial Arbitration Board and under the laws of Korea.

The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first written hereinabove.

 

 

“ABC Company, Ltd.”                       “AAA Company, Ltd.”

By :                                           By :

Name :                                        Name :

Title :                                         Title :