合同英语翻译成英文

1、1 / 33AGREEMENTTHIS AGREEMENTmade on 1st Day of December, 2010 by andbetween, A, a corporation duly organized and existing under the laws ofThe Government of B, with office at C (hereinafter called“Buyer”), andD a corporation duly organized and existing under the laws of TheGovernment of _E, having

2、its place of business at G (hereinafter called“Seller”)WITNESSETHWHEREA, SBuyer desires to purchase, and Seller is willing to sellto Buyer, the products or services which are set forth in Article 2 hereof(hereinafter called the“Products”) upon the terms and conditionswhich are hereinafter set forth.

3、NOW THEREFO,RinEconsideration of the premises and themutual covenants herein contained, the parties hereto hereby agree asfollows;ARTICLE 1. DEFINITIONSIn this Agreement, unless the context otherwise requires:1.1.“Incoming Inspection”shall mean the test set out in the2 / 33Purchase Order or other re

4、lated document attached hereto toestablish whether the Products meet the test criteria pertaining tothem in the relevant Purchase Order.1.2.“Confidential Information”shall mean any andall information owned, created, or possessedby thedisclosing party that the disclosing party desires to protect asco

5、nfidential against unrestricted disclosure or improper competitiveuse, including, but not limited to, discoveries, ideas, concepts,know-how, techniques, designs, specifications, drawings, blueprints,tracings, diagrams, models, samples, flow charts, data, computerprograms and documentation, disks, di

6、skettes, tapes, marketingplans, customer names, lists, or proposals, patent applications,business information, strategic and development plans, employeelists, business manuals, technical orfinancial information, or sketches, whether conveyed ascommunications or data in oral, written, graphic, or ele

7、ctromagneticform or otherwise, and all other information which may be disclosedby the disclosing party or to which the receiving party may beprovided access by the disclosing party or others in accordance withthis Agreement, which is not generally available to the public and all3 / 33Confidential In

8、formation shall be clearly identified as confidential.1.3.“Delivery”shall mean delivery of the Product in thePurchase Order.1.4.“Defect”shall mean any (i) reproducible defects in anyProducts which cause it not to function in conformance with theSpecifications, and (ii) Software miscoding which resul

9、ts in theSoftware failing to function in conformance with the Specifications, ifsuch failure is reproducible.1.5.“Product”shall mean the tangible products specified inthe Purchase Order.1.6.“Purchase Order”shall mean Buyers document settingout the Products, Price and any further detail concerning de

10、livery toBuyer.1.7.“Quality Problem”shall mean any negligence of Sellerthat causes the defect in the Products, the line stoppage in Buyers manufacturing process,claims from Buyers end customers.1.8.“Service”shall mean the work that Seller performs forBuyer as described in the Purchase Order.4 / 331.

11、9. Specifications shall mean the engineering, operationaland/or functional descriptions, details and requirements for theProduct, as set forth in the Purchase Order as the same may bemodified as provided herein.ARTICLE 2. PRODUCTS2.1. Seller shall provide the product or service (“Product”) toBuyer a

12、s specified in the relevant Purchase Order as set forth inAppendix A. attached hereto and made a part hereof.2.2. Prior to the start of actual transaction, Buyer and Selleragree to discuss and reach an agreement on the name of theProducts, parts number, specifications, unit price, delivery lead time

13、,order planning, minimum order quantity, minimum delivery quantity,place of delivery, etc. in accordance with the Purchase Order.2.3. The terms and conditions of the Purchase Order shallcontrol to the extent of any conflict between the terms and conditionsherein and those in the Purchase Order.ARTIC

14、LE 3. QUALITY ASSURANCE3.1. Engineering or Process Changes3.1.1.Seller shall not change its production conditions duringthe first six (6) months after issuance of the Purchase Order. If5 / 33there is aspecial reason for changing, Seller shall indicate to and obtainapproval from Buyer regarding the m

15、ajor change which mayinclude all process changes, sourcing changes, design changes,component stepping6 / 33changes, geographical relocation of manufacturing site, drawingchanges or process step discontinuance that affect the agreedspecifications, the mechanical form or fit, the packaging, theenviron

16、mental compatibility, the life, the reliability or the quality ofProducts.3.1.2. When Seller has made any changes without priorapproval from Buyer and it causes any failure in Buyersproduction or marketing process, Buyer shall be entitled to claimreimbursement, replacement or screening to Seller. Th

17、e specificamount of compensation shall be determined by mutualnegotiation between Buyer and Seller.3.2. Manufacturing Process Control3.2.1. Seller shall perform an analysis on allfailures that occurred during the manufacturing process for theProducts supplied to Buyer and implement the necessarycorr

18、ective action. shall document the date, month, line, andproducts used during the corrective activity.3.2.2 . Seller shall provide to Buyer a root cause andcorresponding corrective action plan for each failure reported byBuyer or customers within seven (7) days after Seller received theSeller7 / 33fa

19、ilure report3.3. Reliability Test3.3.1. Seller shall perform a periodic reliability test on theproduction of the Product according to the Buyers pre-approvedtest plan byusing qualified employees and testing equipments.Seller shallsubmit the result toBuyer for review.3.3.2. In case Seller is unable t

20、o implement the reliability testby itself, Seller may engage Buyers facility or any otherauthorized third party organizations to perform the test.3.4. Liability for Quality Problems3.4.1. Seller shall bear all responsibilities for any qualityproblems occurring to Buyersmanufacturing and marketing pr

21、ocess that iscontributable to the Product and Seller negligence and shallcompensate or reimburse Buyer for the corresponding loss3.4.2. The reimbursement, if any, shall be calculated on amonthly/quarterly basis and Seller shall pay the amount to Buyerwithin ten (10) days from the end of the respecti

22、ve month/quarter.8 / 333.5. Supply & Compensation for Service Parts3.5.1. Seller shall supply all the service parts required forrepairing the Products during the obligation period stipulated bythe Korean law. For instance, under the Korean law, theobligation period for cosmetic parts is five (5)

23、 years and for electricparts is seven (7) years from the delivery of the Product. Theobligation periodfor other service parts shall be determined by a mutual agreementbetween the Parties.3.5.2.Seller shall compensate any losssustained by Buyer due to delay in orunavailability of the supply of servic

24、e parts.ARTICLE 4. PURCHASE PRICE4.1. The price of the Products shall be agreed upon betweenthe Parties hereto and set forth in the Purchase Order underAppendix ( ).4.2. After the price of the Products is determined by the parties,in the event that there occurs any drastic change in the economiccond

25、itions such as either sudden rise or falling of product price in fairmarket, Buyer and Seller agree to make a good faith discussion on9 / 33the revision of the price of the Products.ARTICLE 5. DELIVERY5.1. The Seller shall deliver the Product in accordance with theDelivery schedule in the Purchase O

26、rder. In the event that aforesaidDelivery schedule is changed, the Seller shall immediately notify thechanged schedule to the Buyer. The Seller shall not change theDelivery date without a written consent by the Buyer.5.2. The Seller shall give a confirmation to theBuyer of the Delivery schedule with

27、in(3) days uponreceiving Purchase Order from Buyer.5.3. All the Product shall be delivered by themethod and procedure and to the place designated under thePurchase Order not later than the Delivery date.5.4. The Seller shall guarantee a continuous supply of theProduct manufactured by the Seller duri

28、ng the term of thisAgreement stipulated under Section 13.1 hereto.ARTICLE 6. INCOMING INSPECTION6.1. Seller shall carry out the inspection of theProducts in accordance with the rule and procedure which shall beagreed upon by the parties. Seller shall pass to Buyer the standard10 / 33inspection repor

29、t upon every Delivery of Products. Upon Delivery,Buyer shall inspect the quantity of the shipment of the Products andnotify Seller of any shortage in the quantity of the Products withinthirty (30) working days after the date of arrival of the shipment at theport of the destination.6.2. In addition t

30、o the initial inspection, Buyer, with thereasonable assistance of Seller, will carry out the IncomingInspection on the Products to satisfy itself that the Products arecompliance with the acceptance criteria pertaining to them. Buyershall,as soon as reasonably practicable following the delivery of sa

31、me: (i)accept the Product and so inform Seller in writing; or (ii) if the Productcontains material Defects, reject the Product and provide Seller witha written statement of such material Defects.6.3. Seller, at its expense, will promptly correct the materialDefects set forth in the statement of material Defects with respect toany Products and redeliver the Product to Buyer within