日期：2018-05-10 / 人气： / 来源：http://www.rzfanyi.com/ 作者：译声翻译公司
第一章合同双方的权利与义务Chapter 1 Rights and duties of both Parties
第二章 工业产权Chapter 2 IPR
第三章 产品责任Chapter 3 Product liability
第四章 变更与异常Chapter 4 Change and disorder
第五章 保密Chapter 5 Confidentiality
第六章 违约责任Chapter 6 Default liability
第七章 不可抗力Chapter 7 Force Majeure
第八章 合同期限Chapter 8 Term of contract
第九章 仲裁Chapter 9 Arbitration
This agreement is concluded on the first day of January in -------by and between
arty A: -------- (hereinafter referred to as “Party A”), a company incorporated in accordance with Chinese laws and having its domicile at ---------;
Party B:------(hereinafter referred to as Party B), a company incorporated in accordance with Chinese laws and with its domicile at -----------.
Whereas Party A wishes to conclude a long-term supply agreement with Party B and in consideration of the effective protection of the legal interests, both Parties have reached the following agreements in consensus and signed this agreement. This agreement is the fundamental framework documents for the supporting and cooperation relation between both Parties and the written specification and determination of the rights and obligations of both Parties during the performance of this agreement. This agreement consists of 9 chapters and 8 appendices.
Chapter 1 Rights and obligations of both Parties
Party A’s rights, obligations and duties include but not limited to:
Entitled to require Party B to supply the agreed parts and components in accordance with the technical and quality standards, quantity, packaging, schedule, place, service and so on requirements as may be agreed in relevant agreements between both Parties;
To carry out regular or irregular evaluations of Party B in accordance with the changes of the production plan, the quality of the supplied parts and components, the compliance of time schedule, the quality of after-sale service and so on, and make adjustment to the quantity, categories and supplying qualification as well as to cancel Party B’s supplying qualification according to the results of the evaluations;
In the case of product liability due to Party B’s fault, to require Party B to compensate economic loss resulted from such product liability;
To pay Party B the price of goods in accordance with the agreement;
To have the obligation of confidentiality in accordance with the provisions of the agreement;
To have any other rights and obligations as may be agreed in the agreement.
Party B’s rights, obligations and duties include but not limited to:
To require Party A to make payments as may be agreed in relevant agreements;
To supply the parts and components as may be agreed in accordance with the agreed technical and quality standard and quantity, packaging, schedule, place and other requirements and ensure to reach the quality requirements during the production;
To replace and repair the unqualified products delivered to Party A within the specified time and be liable for the expenses and direct loss thereof;
In the event that Party A suffers any economic losses due to products liability or Party B’s breach of contract, to make compensations upon the request;
Without Party A’s prior written consent, shall not to provide the technical materials concerning or in relation to the agreed parts and components in any manner;
Shall be liable for the obligation of confidentiality in accordance with the provisions of the agreement;
Chapter 2 IPR
Party B shall manufacture contract parts and components for Party A without infringing upon the IPR of any third party. In the event that Party A suffers such claims, Party B shall be totally liable.
Party B shall protect and indemnify Party A and its customers against any responsibilities and losses arising from the above IPR. In the event that Party B manufactures and supplies parts and components in accordance with the drawings and so on provided by Party A and should not have been aware of the infringement of any third party’s IPR, Party B shall not be liable.
When Party A requires, Party B shall inform Party A of all conditions of the IPR related to the agreed parts and components, whether such IPR belongs to Party B, or licensed to use or specially authorized.
Chapter 3 Product liability
In the event that any third party claims that the defective products provided by Party A and as may be installed on the automobiles manufactured by such third party have caused the damages of such automobiles and personal and property losses and therefore makes claims against and sues Party A, Party A shall inform Party B thereof by fax or telephone after Party A has verified that Party B is liable.
Party B shall participate in the investigation, technical evaluations and arbitrations and shall provide all the necessary information during the above investigation, technical evaluations and arbitrations. In the event of the lawsuits, both Parties shall jointly participate.
All the expenses occurred in relation to the claims of product liabilities shall be borne by the party causing such product liabilities.
Both Parties shall jointly determine which party causes such claims or to what extent one party’s fault has caused such claims. The above determination shall be made in accordance with the available information and complaints and arbitrations (if applicable).
In the event that the product liability is totally caused by Party B’s fault, Party B shall indemnify Party A against any costs including attorney fees, legal cost and so on in relation to the claims and proceedings made by any third party.
In the event that the product liability is totally caused by Party A’s fault, Party A shall indemnify Party B against any costs including attorney fees, legal cost and so on in relation to the claims and proceedings made by any third party.
This agreement shall be made in Chinese and English, in triplicates, two of which to be held by Party A and one of which to be held by Party B.
Party A: Party B:
Authorized agent (signature and seal): Authorized agent (signature and seal)