영문 디자인 공급 및 설치계약서(AGREEMENT FOR DESIGN, SUPPLY AND INSTALLATION)

AGREEMENT FOR DESIGN, SUPPLY AND INSTALLATION

문서서식포탈비즈폼

 

 

 

 

 

 

 

 

 

 

 

 

 

BY AND BETWEEN

____ AND _______

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

____, 2003

 

 

This Agreement made and entered into on this ___ day of ___, 2003 by and between

ABC Co., Ltd. ____, having its principal office at __________, Seoul,

Korea(“Provider”) and XYZ Corp., having its principal office at

_____________________________ in ______(“Owner”),

 

WITNESSTH

문서서식포탈비즈폼

 

 

Whereas, Owner wishes to purchase certain equipment and designs from Provider for

establishing _______________ ; and

Whereas, Provider wishes to supply Owner with the equipment and designs including

installation of the equipment necessary for _____________ ;

Now, therefore, in consideration of the premises and mutual covenants of both parties

herein contained, both parties agree as follows :

 

1. DEFINITION

문서서식포탈비즈폼

 

1.1 “Work” shall mean the designs and installation for ________________.

1.2 “Site” shall mean ________ in _________ .

1.3 “Interior Design” shall mean design and layout to be provided by Provider to

Owner such as work, blueprint, drawing and otherwise stipulated in Exhibit B

which enables Owner to perform Interior Work for science hall.

1.4 “Equipment” shall mean all the items specified in Exhibit A.

1.5 “Interior Work” shall mean the work to be performed by Owner for the

preparations of installation of Equipment in accordance with the design provided by

Provider.

1.6 “Pre-Inspection” shall mean the inspection for the Interior Design performed by

Owner’s interior expert(s) who will check whether they can put the designs to be

made by Provider into practice properly in science hall in Site.

1.7 “Confirmation for Interior” shall mean Provider’s personnel’s written confirmation

on whether Interior Work has prerequisite for the installation of Equipment.

1.8 “Interim Inspection” shall mean an inspection to be proceeded by Owner for

Equipment in Seoul, Korea before the shipment of Equipment. Owner shall

inspect that the software edited by Provider shall be in conformity with

_______ . Owner shall give Provider final confirmation on Equipment, which is

regarded as Interim Inspection.

1.9 “Test Run” shall mean the first test operation to check out the mechanical

and electrical operating functions for Equipment after completing Installation.

1.10 “Final Inspection Certificate” shall mean a certificate to be issued by Owner after

successful Test Run of Equipment.

1.11 “A/S” shall mean after sales services by Provider after completion of installation.

2. Work

문서서식포탈비즈폼

 

Provider shall complete designs for Interior Work within thirty(30) days from the

signing date of this Agreement and shall manufacture Equipment within ninety(90) days

from the signing date of this Agreement. In the course of making designs of Provider in

Korea, Owner shall dispatch its personnel at its own costs to the place designated by

Provider, in Korea for Pre-Inspection. The minimum period of stay for Owner’s

personnel shall be ten(10) days. After the completion of inspection for the design by the

Owner’s personnel, Owner shall issue the certificate of inspection for the design to

Provider. Upon production of Equipment, Owner shall dispatch its personnel to the

place designated by Provider at its own costs to carry out inspection of Equipment

before shipment of Equipment. If Equipment pass the inspection, Owner shall issue the

certificate of Interim Inspection to Provider for the shipment of Equipment.

3. Interior Work

문서서식포탈비즈폼

 

Owner shall initiate Interior Works on completion of designs for Interior Work at its

own costs and responsibility.

4. Confirmation for Interior Work

문서서식포탈비즈폼

 

Provider shall perform inspection in Site at its own costs and shall confirm on Interior

Work before the delivery of Equipment if Provider is satisfied with Interior Work. In

case that Provider finds any technical problem or needs to change Interior Work for the

installation, Owner shall, at its own costs, adjust Interior Work promptly.

5. Delivery of Equipment

문서서식포탈비즈폼

 

Provider shall deliver Equipment after completion of Interior Work on CIF(____) basis

in accordance with INCOTERM 2000. All the risks and titles shall be transferred by

Provider to Owner when Equipment pass ship’s rail at the loading port.

6. Import Process and Inland Transportation

문서서식포탈비즈폼

 

All the process for the import of Equipment shall be made by Owner and all the charges,

taxes and other expenses to be incurred in shall be borne by Owner. Inland

transportation for Equipment from ____ port to Site shall be carried out by Owner in a

safe manner. All the risks and responsibility in respect of inland transportation shall be

taken by Owner. Provider shall perform on-site inspection for Equipment to check

whether or not any damages occur to Equipment during inland transportation.

7. Installation of Equipment

문서서식포탈비즈폼

 

Upon checking a site inspection for Equipment stipulated in Article 6 and confirmation

on Interior Work, Provider shall start the installation of Equipment.

8. Test Run and Final Inspection Certificate

문서서식포탈비즈폼

 

During the installation, Provider shall perform Test Run. The period of installation and

Test Run shall not exceed thirty(30) days in total from the starting date of installation.

After successful installation and Test Run, Owner shall issue Final Inspection

Certificate to Provider within three(3) days after completion of installation and Test Run.

9. Payment

문서서식포탈비즈폼

 

The total price for designs, Equipment and installation paid by Owner to Provider shall

be U$_____. The payment shall be made by Owner to Provider as follows ;

1) Payment for Advance

U$ ______ shall be paid by Owner to Provider by telegraphic transfer within one(1)

week after execution of this Agreement. Payment payable under this Agreement shall be

net remittance amount transferable to Provider. Any charges, fees, expenses, taxes that

occur in ____ shall be borne by Owner. The bank details for the remittance of Owner

are as follows ;

Bank :

Account number :

Address :

Beneficiary’s name :

2) Payment for Balance

U$ _______ shall be paid by Owner to Provider by an irrevocable at sight letter of credit

in favor of Provider. The letter of credit shall be issued by ________ bank (____

branch) and on terms and conditions acceptable to Provider. The letter of credit shall

include partial negotiation clause as hereunder.

-U$ _______ shall be withdrawn upon presentation of airway bill of lading for package

of design with commercial invoice after shipment of package of design.

-U$ _______ shall be withdrawn upon presentation of ocean bill of lading for

Equipment with commercial invoice after shipment of Equipment.

-U$ ________ shall be finally withdrawn upon presentation of Final Inspection

Certificate with commercial invoice after successful Test Run of Equipment.

10. Information for Operation and Maintenance

문서서식포탈비즈폼

 

During the installation, information about Work shall be supplied by Provider to

Owner at no additional charge when Owner requests Provider to. For the operation of

Equipment, Provider shall provide Owner’s personnel with training during the

installation of Equipment in Site. For the maintenance of Equipment, Provider shall

supply Owner’s personnel with training for maintenance in Korea free of charge.

However, the costs for round tickets, living expenses and accommodation shall be borne

by Owner. The training for maintenance shall be given to two(2) persons of Owner at

same time and shall not exceed a week in any event.

11. A/S

문서서식포탈비즈폼

 

Provider shall guarantee the A/S for 6(six) months after completion of Test Run and

provide the letter of guarantee to Owner in order to guarantee the A/S. Owner, in any

event, shall not claim against Provider for the compensation based on the mechanical

problem or defect of Equipment, except the guarantee under this A/S clause. During the

term of guarantee for the A/S, if Owner finds that Equipment has mechanical problem

or defect during the operation of Equipment, Owner may ask Provider to repair or

replace any parts of Work and Provider shall, at its own discretion, dispatch its technical

personnel to Site for A/S. Provider shall not be liable for any mechanical problem or

defect on Equipment caused by Owner such as, but not limited to, improper operation

and maintenance of Equipment.

The payments for the A/S shall be paid by Owner to Provider on case-by-case basis. The remuneration for A/S shall be U$250 per man-day, 8 hours a day. The disbursement for meal, hotel and transportation including round trips for air travel shall be borne by

Owner. The spare parts required for A/S shall be provided to Owner by Provider at

Owner’s costs. The price for the spare parts which will be paid by Owner to Provider

apart from the remuneration shall be fixed from time to time based on mutual agreement

between the parties.

12. Change Work

문서서식포탈비즈폼

 

If at any time Provider believes that it is necessary and appropriate for Owner to change

Work in the course of pursuing Work, Provider shall notify Owner thereof in writing

and Owner shall approve the change. If Owner approves, Owner shall pay to Provider

reasonable costs necessary to change Work. In case Provider think that Provider need

additional time for Work, production of Equipment or installation, Provider shall

request Owner to extend the relevant schedule and Owner shall approve the request but

the extension shall not exceed seven(7) days in total.

13. Confidentiality

문서서식포탈비즈폼

 

Any information in respect of Work, Equipment, tests, know-how of operation and

maintenance of Equipment, written manual and A/S which are given from Provider to

Owner shall not be disclosed by Owner to any third parties during this Agreement and

five(5) years thereafter. Owner does not have any rights to do business such as

establishment of science hall which will be competitive to Provider using the

information given to Owner.

14. Indemnity

문서서식포탈비즈폼

 

Owner shall indemnify Provider and hold Provider harmless from and against, and shall

defend against, any claims and damages of every kind for injury to or death of any

person or persons and for damage to or loss of property, arising out of operations of

Equipment in Site. In order for Owner to prevent aforesaid claims or damages, Owner

shall insure appropriate insurance for covering the potential claims and damages.

15. Termination

문서서식포탈비즈폼

 

In the event any party breaches any clause of this Agreement and the breach is not cured

within seven(7) days upon written notice for cure by affected party, this Agreement may

be terminated by the affected party.

16. Force Majeure

문서서식포탈비즈폼

 

None of the parties is responsible for failure or delay in performance of its obligation

under this Agreement, to the extent caused by Force Majeure, an event, circumstance, or

legal position beyond the party’s control, including without any way limiting the

generality thereof :

Act of God, flood or other natural disaster, laws, war, civil commotion, facility or

equipment failure or another cause of similar effect.

17. Dispute

문서서식포탈비즈폼

 

Any disputes arising from this Agreement shall be settled amicably by negotiation of

both parties. In case that both parties do not reach an agreement, the dispute shall be

settled in a court of Singapore. The decision of Singapore court shall bind upon both

parties. This Agreement shall be governed under the laws of Singapore.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on

the date first above written.

On behalf of _______           On behalf of _______

By :                             By :

Name :                          Name :

Title :                           Title :

1. Exhibit A

2. Exhibit B