OEMSupplyAgreement

1、1OEM SUPPLY AGREEMENTThis Agreeme nt made and en tered in to this_ day of_ , 2003 by and betwee nABC Compa ny, Ltd., a corporati on orga ni zed and existi ng un der the laws of_ ,with its prin cipal office at _ (here in after referred to as“Buyer ” a),d XYZCorp, a corporati on orga ni zed and exist

2、ing un der the laws of the Republic of Korea, with its prin cipaloffice at_ , the Republic of Korea (here in after referred to as“eiler”)WITNESSETH :WHEREAS, Buyer wishes Seller to manu facture and sell the Products as here in below defi ned andwishes to purchase such Products from Seller; andWHEREA

3、S, Seller is willing to manufacture and sell the Products for Buyer on the terms and con diti onsset forth below.NOW, THEREFORE, in con sideratio n of the premises of the mutual cove nants and agreeme nts here incontain ed, the parties hereto agree as follows:Article 1 DefinitionsThe following terms

4、 as used in this Agreement shall have the meanings set forth below;1.1“ContracPeriod”shall mean_ years.1.2“ContracYear”shall mean the period commencing on the date of this Agreement and having aduration of one year ; and thereafter the period commencing in each subsequent year on thecorresponding da

5、te, having a duration of one year.1.3“Products Hall smean_ , Spare Parts, and any other goods soldun der this Agreeme nt, substa ntially stipulated in Exhibit A attached hereto.1.4“SpareParts ” shall mean any or all parts and/or components assembled or in corporated in theProducts.1.5“Subsidiaryshal

6、l mean any corporation of which a party beneficially owns 50% or more of the voting stock, or any corporati on or other bus in ess en tity otherwise con trolled directly or in directly.Article 2. Purpose of this AgreementUn der the terms and con diti ons of this Agreeme nt. Seller agrees to manu fac

7、ture and sell to Buyer andBuyer agrees to purchase from Seller, the Products as specified in the specificati on of the Products2previously submitted to Seller by Buyer and here in agreed to by the parties hereto (here in after referredto as the“Specificati on a”opy of which is ann exed as Exhibit A

8、hereto and in corporated here in by thisrefere nee.Article 3. Price and Delivery of the Products3.1The price of the Products shall be as specified in Exhibit B, and may be amended (yearly) bymutual agreeme nt.3.2The Products shall be delivered and priced F.O.B_ , INCOTERMS 2000.Title to the Products

9、, the risk of loss or damage to the Products, and the duty to in sure, shall pass toBuyer when the Products have passed the shiprail at the named port of shipme nt, or whe n theProducts have bee n delivered into the charge of the air carrier or its age nt or any other pers on at the named airport of

10、 departure, or whe n the Products are moved in to Sellers storage pursua nt to Article 4.4hereof.Article 4. Orders, Shipment, Payments and Licenses4.1Buyer shall issue to Seller its order for the Products to be delivered during the initial Con tract Year,subject to accepta nceby Seller, together wit

11、h a non-binding estimate of orders for the Products to bedelivered duri ng the n ext Con tract Year.4.2If Seller no tifies Buyer of its accepta nee of an order placed by Buyer, the Products shall bedeemed purchased and the order shall be binding upon Buyer.4.3Seller shall notify Buyer of each expect

12、ed shipment date at lest_ days beforeshipme nt, and shall ship the Products ordered by Buyer.4.4If at any time Buyer requests delay in delivery of any shipment and, Seller agrees to the request,Seller may store the Products upon completi on of manu facture and charge to Buyer all expe nsethereby in

13、curred, plus reas on able storage charges whe n Seller stores the Products in its own facilities.4.5Seller shall supply normal packing for underdeck export shipment, containershipment or air freight, as may be applicable. Special packing will be provided only if agreed to in writingby Seller and wil

14、l be at Buyers expenses.4.6Payment for the Products from Buyer shall be made by irrevocable letter of credit in aform and substa nee acceptable to Seller issued by a reputable intern ati onal bank acceptable to Seller.The first letter of credit to be opened by Buyer shall cover quantities of Product

15、s ordered for the in itialCon tract Year, so that Seller may import appropriate stocks of raw materials in advanee to meet thedelivery time for Buyer. Thereafter Seller shall be notified by Buyer of the issuanee of the letter of credit at3least_ days prior to eachshipme nt of the Products.4.7Seller,

16、 at its expense, will obtain all necessary permits or licenses to export the Products from thecountry of shipment. Any permits or licenses as may be required for Buyer to import the Products intoother countries shall be the responsibility of Buyer; however, the obligati on of Buyer shall not be waiv

17、edor relieved by the delay, failure to renew or cancellation of any such license or permit.4.8Customs duties, taxes and similar charges which may be imposed by the country of shipment shallbe borne by Seller. Customs duties, taxes and similar charges which may occur in Buyers country orelsewhere in

18、the world shall be paid by Buyer and any such costs prepaid by Seller shall be inv oiced toBuyer.Article 5. Minimum Purchase Quantity5.1Buyer irrevocably guaranteesthat it will purchase from Seller the Products in the qua ntitiesspecified in Exhibit C duri ng the first Con tract Year.5.2The Parties

19、hereto shall mutually agree upon the minimum purchase quantity at least()mon th(s) before the begi nning of each subseque nt Con tract Year. I n the eve nt thatBuyer and Seller fail to agree, the mi nimum purchase qua ntity for the n ext Con tract Year shall bedeemed to be the same as the the n appl

20、icable minimum purchases qua ntity.Article 6. Spare Parts6.1Seller shall supply to Buyer Spare parts for the Products so long as Buyer continues to purchasethe Products pursua nt to the terms and con diti ons of this Agreeme nt and foryeas(s) after the lastshipme nt of the Products to Buyer.6.2The p

21、rice for Spare Parts shall be set forth in the price list in Exhibit D. Price list may be cha ngedby Seller at the end of each cale ndar year.6.3Buyer may purchase standard spare parts from Seller suppliers directly by prior writte n consent ofSeller.Article 7. Inspection and Warranty7.1Seller shall

22、 perform an in spect ion of each shipme nt of the Products prior to shipme nt,in Korea at the expenseof Buyer, in accordancewith shipping inspection standards as determined byagreement of Buyer and Seller, and Buyer may attend such inspection. If any shipment of the Productfails to meet the shipment

23、 inspection standards, Seller shall withhold such shipment and repair the failingshipment promptly. If Seller cannot effectively repair such shipme nt withindays Buyer may can cel4the order of suchshipme nt.7.2Buyer may perform sampli ng tests on each shipme nt of the Products, provided thatsuch sam

24、pling tests shall be completed within_ days after Seller has noticed toBuyer that the Products are ready for shipme nt.7.3Seller warra nts that each Product sold by Seller shall be free from defect in materialand workma nship for_ mon ths form the date of shipme nt.The extent of Seller liability und

25、er this warranty shall be limited to the repair or replaceme nt as here inprovided of any defective products or parts with Products or parts free from defect.7.4In the eve nt of a breach of such warra nty, Seller shall be liable for repairi ng theProducts or fur nishing to Buyer replaceme nt of defe

26、ctive part, within_ mon ths afterBuyer notifies thereof. Seller shall bear the costs for repairing the Products and for alln ecessary replaceme nt parts, freight, in sura nee and other expe nses in repairi ng the Products andfurni shi ng such replaceme nt parts to Buyer. However, Sellers obligati on

27、 here unccon diti oned upon the submissi on to Seller by Buyer of a satisfactory service report which specifies thedefect.If practicable and at Sellers request, the defective Products shall be returned as promptlyas is feasible either to Sellers factory or to some other placeemabtello SgTlerand Buye

28、r.7.5With a written consent from Seller, Buyer may undertake to repair defective Products. At Buyersrequest, Seller shall furnisb Buyer technical information required to repair defective Products.7.6All claims for error, damages, defects, shortages and non-conformities in any shipment discoveredby r

29、easonableinspection shall be made in writing to Seller within thirty (30) days after receipt. Failure tomake such claim with in such period shall con stitute accepta nee of the shipme nt and agreeme nt thatsuch shipme nt full complies with applicable terms and con diti ons.7.7Any claim aris ing un d

30、er this Article shall be settled by amicable cooperati on betwee n Buyer andSeller in the best possible way to mini mize or avoid unn ecessary expe nse and time.7.8THE WARRANTY PROVIDED IN THIS ARTICLE AND THE OBLIGATIONS OF SellerHEREUNDER ARE IN LIEU OF, AND BUYER HEREBY WAIVES, ANY OR ALL OTHER W

31、ARRANTIES,GUARANTIES, CONDITIONS, OR LIABLITIES,EXPERSS OR IMPLIED, ARISING BY THIS AGREEMENT OR OTHEREWISE (INCLUDING,WITHOUT LIMITAITON, ANY OBLIGATION OF Seller WITH RESPECT TO CONSEQUENTIALDAMAGES) AND WHETHER OR NOT OCCASIONED BY LEG S NEGLIGENCE AND SHALL NOT BEEXTENDED, ALTERED OR VARIED EXCE

32、PT BY WRITTEN INSTRUMENT SIGNED BY THEPARTIES HERETO, PROVIDED THAT IN THE EVENT THE PROVISION RELIEVING Seller FROMTHE LIABILITY FOR ITS NEGLIGENCE SHOULD FOR ANY REASON BE HELD INEFFECTIVE, THEREMAINDER OF THIS ARTICLE SHALL STILL REMAIN IN FULL FORCE AND EFFECT.5Article 8. Change of the Products8

33、.1The specification may be amendedfrom time to time by written agreement of the parties heretowhich shall set forth in detail any cha ngesi n desig n of the Products, and Buyer shall bear any cost orexpe nse result ing from such cha nges.8.2The specification also may be revised by Seller with Buyers

34、 consent, which shalbe un reas on ably withheld, to in corporate developme nt cha nges where such cha nges do notadversely affect the price, delivery, guaranteed performanee of the Products,interchangeability or replace ability requirements under such specification or make unusable or obsoleteany Pr

35、oducts previously delivered to Buyer pursuant to this Agreeme nt.8.3If at any time duri ng the term of this Agreeme nt Seller or Buyer discovers or comes intopossession of any improvements or further inventions relation to the Products or their design,manufacture, use or sale, such improvements or f

36、urther inventions shall be exclusively owned by Sellerand shall not be used or disclosed by Buyer, any of its subsidiaries or pare nt corporati ons without priorwritte n consent of Seller.Article 9- Indemnity against Patent InfringementBuyer agrees to save and hold Seller harmless from all claims, d

37、ema nd, proceed ing, suits and acti onsand costs, in cludi ng without limitati on, reas on able fees and disburseme nts of coun sel, aris ing out ofor in conn ecti on with, any infrin geme nt of in dustrial property rights, whether actually alleged or not,aga inst Buyer or Seller by reas on of manu

38、facture, use, sale distribution or disposition in Buyerscountry or elsewhere in the world of Products sold to Buyer here un der, un der the laws of any country inwhich such Products may be made, used or sold.Article 10. Excusable Delay10.1 Seller shall not be liable for, or be deemed to be in defaul

39、t for, delay of or failure in delivery orperforma nee of any other act un der this Agreeme nt due, directly or in directly, to any of the follow ingcause ;acts of God or the public en emies, civil war, i nsurrecti on or riot, fires, floods, explosi ons, earth quakesor serious accident, epidemics or

40、quarantine restrictions, any act of government or any other civil ormilitary authority, allocation regulations or orders affecting materials, facilities or completed equipment,strikes, labor troubles causing cessati on, slowdow n or in terruptio n of work, in ability after due andtimely dilige nce t

41、o procure materials, accessories,equipment or parts, or transportation, or due to anyother cause to the exte nt it is bey ond Seller reas on able con trol or not occasi oned by Sellersfault or n eglige nce.10.2 Promptly upon the occurre nce of any eve nt here un der which may result in all delay in

42、the deliveryof Products, Seller shall give notice thereof to Buyer, which notice shall iden tify such occurre nce andspecify the period of delay which may reas on ably be expected to result therefrom.10.3 Any delay resulting from any such cause shall extend delivery dates to the extent caused thereb

43、y6and Buyer shall reimburse Seller for its additional costs and expenses result ing from such delay.Article 11. Limitation of Liability11.1 Seller shall not be liable for any loss or damage caused by Buyer or other partiesaris ing out of or in connection with any delay in Sellers performa nce, or th

44、e inabilityuse the Products, or any defect or noncon formity therei n.In no case shall Seller be liable to Buyer in this Agreement, expressed or implied warranty, n eglige nceor any other tort for loss or damage to property or loss of use thereof, i ncreased or additional costs orexpenses incurred b

45、y Buyer, claims oany kind by Buyers customers or other third parties.In no eve nt shall Seller be liable to Buyer un der this Agreeme nt or otherwise for any lost profits or lossof bus in ess or for in direct or in cide ntal, con seque ntial or special loss or damage.The rights and remedies under Ar

46、ticle 7 constitute Buyers sole remedies and Sellerand exclusive liability against Buyer.11.2 Buyer shall at all times during the term hereof and_ years after the expiration or termin ati on of thisAgreeme nt main ta in product liability in sura nce coveri ng all Products sold by Seller to Buyer at i

47、tsexpense in aggregate limits of (US$ ) and at least (US$)per occurre nce, which policies shall n ame Seller as an additi onal in sured. Buyer shall furnishSeller with a copy of a certificate of in sura nce evide ncing the aforesaid coverage.Article 12. Disclosure of InformationAny information, sugg

48、estions or ideas transmitted by either party in connection with performa nce of thisAgreeme nt are to be regarded as secret or submitted in con fide nee. Except as may be otherwiseprovided by a writte n agreeme nt sig ned by the authorized represe ntativesof the parties, n ether partynor any officer

49、s, director, part ner, age nt or employee of a party, any of its subsidiaries or pare nt or sistercorporati ons shall disclose any such information to any third party or to the public.Article 13. Term and Termination13.1 This Agreeme nt shall con ti nue in full force and effect for_year(s)comme ncin

50、g on the date of this Agreeme nt and shall be automatically exte nded for each successiveCon tractYear(s) thereafter, uni ess either party shall give to the other at leastmonth(s) prior writtennotice of its intention to terminate this Agreement upon the expirati on of the Con tract Period.13.2 In ca

51、se either party shall breach or default in the effective performance in any of theterms, con diti ons, cove nant, or agreeme ntsc ontained in this Agreeme nt, the other party may give tosuch beaching or defaulting party a written notice of such default, and if such beach ing or default ingparty dose

52、 not effect an adequate cure thereof within_ day after the date of dispatch of said no tice, the aggrieved party may term in ate thisAgreeme nt by dispatchi ng a term in ati on no tice. Such term in ati on shall be effective upon the7expiration of such_ daysgrace period or upon such later datespecif

53、ied in such no tice. Despite such term in atio n, the default ing party shall be and rema in liable toaggrieved party as to damages or loss resulting from such default, subject to the provisi ons of Articles 7,9 and 11 hereof.13.3 This Agreeme nt may be term in ated immediately by either party upon

54、occurre nce of any of thefollow ing eve nts :(a)In solve ncy of the other party or fili ng by or aga inst the other party of volun tary or involuntarypetition in bankruptcy or for corporate reorganization or for any similar relief or the executi on of an assignment by the other party for the ben efi

55、t of creditors or appo in tme nt of a receiver of the other party forany reas on.(b)The other partys voting stoctkaissferred to any third party to such extent as to result in a change ineffective control of the company or its ownership or active man ageme nt is cha nged in any othermanner.13.4 The t

56、erm in ati on of this Agreeme nt shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the term in ati on of this Agreeme nt.Article 14. Notice and Other Communications14.1 Except as either party may herein after notify the other party in writing wi

57、th respect to itself, theaddresses of the parties for the purpose of this Agreement shall be:Buyer Teleph one No.:Fax No.:Address:SellerTelepho ne No.:Fax No.:Address:14.2 All orders, policies, reports, payme nts and com muni cati ons pursua nt hereto are to be deliveredto the in ten ded recei ving

58、party by hand or by facsimile, or by airmail, postage prepaid, to the addressprovided in Article 14.1 hereof, and shall be deemed delivered whe n han ded or mailed to the inten dedrecei ving party.Article 15. SeverabilityThis Agreement is intended to be valid and effective throughout the world and,

59、to the extent permissibleunder applicable law, shall be construed in a manner to avoid violation of or inv alidity un der anyapplicable law. Should any provisi on hereof n evertheless be or become invalid, illegal or unenforceableunder any applicable law, the other provisions hereof shall not be aff

60、ected, and to the exte nd permissibleun der applicable law, any such inv alid, illegal or unen forceable provisi on shall be deemed ame ndedlawfully to conform to the intent of the parties.8Article 16. ArbitrationAny and all disputes, claims or differe nces aris ing out of or relat ing to this Agree