영문 사후관리계약서(AFTER-SERVICE AGREEMENT)
AFTER-SERVICE AGREEMENT
This Agreement made and entered into this ( ) day of ( ), 20( ) by and between ABC Co., Ltd., a corporation organized and existing under the laws of the Republic of Korea and having its principal office of business at ( ) Yoido-Dong, Youngdungpo-Gu, Seoul 150-721, the Republic of Korea (hereinafter referred to as "ABC" and( ), a corporation organized and existing under the laws of ( ) and having Its principal office of business at ( )hereinafter referred to as "Company" )
WITNESSETH :
WHEREAS, Company desires to furnish its Customers(as hereinafter defined) with after sales services for the Products(as hereinafter defined ) ;
WHEREAS, Company desires to have ABC perform the Services(as hereinafter defined) for the Products on behalf of Company ; and WHEREAS, ABC desires to perform such services,NOW, THEREFORE, In consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows .
Article 1. Definitions
For the Purpose of this Agreement :
1.1 The term "Products" shall mean all products or parts sold and delivered by Company to the Customers.
1.2 The term "Services" shall mean any and all after sales services rendered by ABC in connection with the Products in the manner set forth in Article 3.1 hereof including, but not limited to, the installation, startup, repair, parts replacement, maintenance or warranty services and other after sales services requested by Company pursuant to this Agreement.
1.3 The term "Services Parts" shall mean any and all parts, components or accessories necessary for the Services.
1.4 The term "Customers" shall mean any purchaser of any of the Products from Company.
1.5 The term "Territory" shall mean the territory subject to ( ).
Article 2. Appointment
Subject to the terms and conditions contained herein, Company hereby appoints ABC as a service company for the Products, and ABC hereby accepts the appointment and agrees to perform the Services on behalf of Company on a (non) exclusive basis for the Customers within the Territory.
Article 3. Obligations of Goldstar
3.1 ABC shall make its best efforts to perform the Services in accordance with the Company's Warranty Policy described In Exhibit I attached hereto and Company's Workmanship Standards described in Exhibit ll attached hereto.
3.2 ABC shall employ or. maintain a reasonable number of personnel in order to perform the Services in the Territory.
3.3 ABC Shall, in a form to be agreed upon by the parties, periodically report to Company concerning its activities in connection with the Services
3.4 If ABC is unable to perform any of the Services or has difficulties in performing any of the Services, ABC shall immediately give notice thereof to Company, and in that case Company may perform such Services directly or through any other person or entity in the Territory.
Article 4. Compensation
4.1 ABC Shall, within fifteen(15) days after the end of each calendar month (or quarter), submit to Company an Invoice (the "Services Invoice") for the Services rendered by ABC during such period in the form attached hereto as Exhibit Ⅲ.
4.2 The cost of the Services described in any Services Invoice shall be calculated at the rate specified In Company's Current Price List described in Exhibit Ⅳattached hereto.
4.3 Company shall, within fifteen(15) days from the receipt of a Services invoice, pay to ABC the amount of the Services Invoice.
4.4 The amount payable by Company to ABC shall be paid in U.S. Dollars or in any other currency as agreed from time to time and shall be remitted by wire transfer to the account designated by ABC.
Article 5. Services Parts Supply
5.1 Subject to Article 5.2 below, Company shall supply to ABC, free of charge, all Services Parts of ( ) percent of the cumulative distribution of the Products in the Territory for the Services (the"Agreed Services Parts" ). If the amount of Agreed Services Parts is insufficient for the performance of the Services under this Agreement,upon the request of ABC, Company shall supply to ABC additional Services Parts insufficient quantities to permit ABC to perform the Services. ABC shall provide to Company documents and materials evidencing, to the satisfaction of Company, the needs for such additional Services Parts.
5.2 ABC may, with the prior written consent of Company, use the universal standard Services Parts procured from sources other than the Company for performing the Services. Company shall reimburse to ABC the cost of such universal standard Services Parts. The details for the payment of such reimbursement shall be set forth in a separate agreement between the parties.
5.3 ABC may, at its discretion, perform after sales service (the Non-Warrants Services") at a price to be decided by ABC in respect of the Products beyond the limitation of Company's Warranty Policy set forth in Article 3.1. For this purpose, upon the request of ABC, Company shall supply to ABC :
(a) all Services Parts necessary for the Non-Warranty Services ; and
(b) all other parts necessary for the Non-Warranty Services (the "Non-Warranty Services Parts" )at prices, terms and conditions to be agreed upon by the parties.
5.4 Company warrants that each of the Services Parts and each of the Non-Warranty Services Parts supplied by Company shall be free from defects in materials and workmanship for ( ) year(s) from the date of their shipment. If ABC finds any malfunctions or defects in any of the Services Parts or Non-Warranty Services Parts during ( ) year(s) from the date of their shipment or when the Products were defected by Company's production default,Company shall, upon receipt of a notice from ABC in writing of the defect, replace the defective part or parts with non-defective Services Parts, as the case may be, at Company's own costs and expenses. If practicable the defective Services Parts or Non-Warranty Services Parts shall, at Company's request, be returned to Company's factory or to some other place mutually agreed by the parties at Company's costs and expenses. The warranty herein does not extend to any of the Services Parts or Non-Warranty Services Parts which have been :
(a) subject to misuse, neglect, accident or abuse :
(b) improperly repaired ;
(c) altered or modified in any way ; or
(d) used In violation of Instructions for their use furnished by Company.
Article 6. Services Data
Company shall provide to ABC, free of charge, all current technical information, literature, bulletins, brochures and similar materials necessary for the performance of the Services by ABC.
Article 7. Changes in Specifications
Company shall keep ABC fully informed of all changes(the "Changes")which may affect the manner in which ABC performs the Services, including but not limited to the changes in the specification and warranty policy relating to the Products, the Services Parts and the Non-Warranty Services Parts at least sixty(60) days prior to the effective date of the Changes.
Article 8. Technical Training
Company shall, at no cost to ABC, give to ABC all technical training reasonably requested by ABC necessary for ABC's performance of the Services. The location and other details of such training shall be discussed and determined as required between the parties concerned.
Article 9. Term and Termination
9.1 Except as otherwise provided in this Agreement, this Agreement shall be and remain effective for a period of five(5) years from the date hereof and shall be automatically renewed for a period of five(5) years unless either party shall, at least sixty(60) days prior to the expiration of the original period or renewed period(5) of this Agreement, give to the other party written notice of its intention to terminate this Agreement.
9.2 ABC may terminate this Agreement by written notice in case any payment is not made within thirty(30) days from the date when such payment should have been made.
9.3 Either party may forthwith terminate this Agreement by written notice if :
(a) The other party fails to comply with any of its material obligation hereunder and does not remedy such failure within thirty(30) days after being called upon to do so by written notice ; or
(b) the other party is declared insolvent or bankrupt, or makes or executes an assignment for benefit of creditors, or ceases payment to creditors, or is dissolvuted or liquidated or otherwise ceases business.
9.4 Termination of this Agreement under Article 9 shall be without prejudice to any existing rights and/or claims that the terminating party may have against the other, and shall not relieve such other party from fulfilling the obligations accrued prior to such termination.
Article 10. Limitation of Liability
Company shall indemnify and hold ABC harmless from and against any and all liabilities arising in respect of this Agreement or any agreement between the Company and any Customers including but not limited to the product liability for any damages suffered by Customers or users in using or handling the Products.
Article 11. Confidential
Any information, suggestions or ideas transmitted by either party to other party in connection with the performance of this Agreement shall be regarded as secret and submitted in confidence.
Article 12. Expenses
Except as provided in Article 4.1 hereof, any and all costs and expenses,including without limitation, taxes, fees and other charges whatsoever incurred by ABC in connection with the performance of the Services shall be borne and paid by Company.
Article 13. Entire Agreement
This Agreement constitutes and empresses the entire agreement and understanding between the parties and supersedes all previous communication, representations or agreements, whether written or oral, with respect to the subject matter thereof.
Article 14. Amendments
This Agreement may not be modified, amended, rescinded, cancelled or waived, in whole or in part, except by written instrument signed by authorized representatives of each of the parties.
Article 15. Assignment
Neither this Agreement nor any right created hereunder may be assigned, in whole or in part, by either party without prior written consent of the other party.
Article 16. Governing Law
This Agreement shall be construed, Interpreted, applied and governed by the laws of the Republic of Korea.
Article 17. Arbitration
Any and all disputes, claims or differences arising out of or relating to this Agreement or all edged breach thereof shall be finally settled by arbitration. The arbitration shall be conducted by three arbitrators in Seoul,Korea in accordance with the commercial arbitration rules or the Korean Commercial Arbitration Board. The award rendered by the arbitrator shall be final and binding upon both parties concerned.
Article 18. Severability
If any term, clause or provision of this Agreement is held invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other term, clause or provision and the remaining provisions shall remain in full force and effect as if such invalid provision had not been included herein.
Article 19. Notice
Any notice required or permitted to be given hereunder shall be in Writing, any may be given by personal delivery, registered airmail, postage prepaid and return receipt requested or by telex at the address first set forth in this Agreement or at such other address or number as may be provided in written notice by either party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.