SALES AGREEMENT, 영업/판매 계약서, 영문계약서

SALES AGREEMENT

 

TABLE OF CONTENTS

Page

Article 1. Sale of Goods ········································································ 1

Article 2. Quantity, Specification and Quality················································ 1

Article 3. Price···················································································· 1

Article 4. Payment················································································ 2

Article 5. Shipment of the Goods······························································· 2

Article 6. Late Delivery·········································································· 3

Article 7. Packing and Marking································································· 3

Article 8. Insurance··············································································· 3

Article 9. Warranty ·············································································· 3

Article 10. Claim·················································································· 4

Article 11. Force Majeure········································································ 4

Article 12. Breach, Indemnity··································································· 4

Article 13. Taxes/Duties, Contingent Charges················································ 5

Article 14. Aftersales Service···································································· 5

Article 15. Infringement·········································································· 5

Article 16. Termination··········································································· 6

Article 17. Arbitration············································································ 6

Article 18. Trade Terms and Governing Law·················································· 6

Article 19. Assignment··········································································· 7

Article 20. Non-Waiver··········································································· 7

Article 21. Notice················································································· 7

Article 22. Entire Agreement···································································· 7

Article 23. Effective Date and Term···························································· 8

SALES AGREEMENT

 

This Agreement (“Agreement”) is made that [•] day of [•], 20[•] by and between [•], with its registered office at [•] (“Buyer”) and [•], with its registered office at [•] (“Seller”) :

 

WITNESSETH

 

WHEREAS, the Buyer desires to purchase from the Seller and the Seller desires to sell to the Buyer [•] during a period of [•] years.

NOW, THEREFORE, in consideration of the premises and covenants herein contained, the parties hereto agree as follows:

 

Article 1. Sale of Goods

 

1.1 The Buyer shall purchase from the Seller and the Seller shall sell to the Buyer newly manufactured [•] (“Goods”) subject to the terms and conditions herein provided.

 

Article 2. Quantity, Specification and Quality

 

2.1 For [•] years commencing [DATE], the Buyer shall purchase from the Seller and the Seller shall sell to the Buyer [•] pieces of the Goods per year to make the total quantities of the sale of the Goods [•] pieces during [•] to [•]

 

2.2 Specification and Quality

 

2.2.1 The specification or the Goods shall be prescribed and specified in Specification attached hereto as Exhibit [I]

 

Article 3. Price

 

3.1 The agreed unit price of each Goods(“Price”) is [•] United States Dollars ( US$ [•] ) on [•] basis

 

3.2 The Price is fixed and effective up to shipments performed on or before [•] and thereafter the Price shall be readjusted every [•] months according to Seller’s request

 

 

Article 4. Payment

 

4.1 Except otherwise agreed by the parties, all the payment for the Goods shall be made in United States Dollars by an irrevocable letter of credit in favor of the Seller, [Confirmed by first class international bank designated by the Seller]. The letter of credit shall be established by the Buyer at least [two months] prior to each scheduled shipment date to be stipulated in Exhibit [II] and to be negotiable at sight against draft and to be valid for no less than [•] days after the latest date allowed for the shipment.

 

The Buyer shall bear all banking expenses associated with the establishing of the letter of credit. Partial shipment, transshipment and partial negotiations of letter of credit shall be permitted and the letter of credit shall be worded accordingly.

 

4.2 Delay by the Buyer in establishing the letter of credit shall extend the time for performance of this Agreement by the Seller to such extent as may be necessary to  enable it to make delivery in the exercise of reasonable diligence after such letter of credit has been established. Should opening the letter of credit be delayed for causes for which the Buyer is liable, Buyer shall pay the Seller amount equal to [•] percent ( [•] %)] of the amount of relevant letter of credit per each full week as liquidated damages net cash or sight draft within [•] days from receipt of relevant bill from the Seller. However, the total amount of liquidated damages shall not be more than [•] percent ( [•] %) ]of the amount of relevant letter of credit. Should opening of letter of credit be delayed by more than [•], the Seller may terminate the Agreement without prejudice to the Seller’s rights under the Agreement, including claim of said liquidated damages.

 

Article 5. Shipment of the Goods

 

5.1 The Goods shall be delivered by the Seller to the Buyer at [•] in accordance with the Shipment Schedule attached hereto as Exhibit [II] (“Shipment Schedule”).

 

5.2 The Seller shall arrange the suitable vessel of any flag, subject to freight being available, to transport the Goods to the destination, [•] or other seaport designated by the Buyer on relevant letter of credit provided that C.I.F. price is not increased. The Seller shall notify by telex or facsimile, the Buyer of necessary information at least [•] days before each shipment so that the Buyer may make arrangement for receipt and inland transportation, if necessary, of the Goods.

 

 

Article 6. Late Delivery

 

6.1 In the event that the Seller delays shipment of the Goods in accordance with the shipment Schedule for reasons solely attributable to the Seller, the Buyer shall grant the Seller [•] days grace, without liquidated damage on each specified delivery. After that [•] grace, the Buyer have the right to claim [•] percent ( [•] %) of the contract price of the Goods of which shipment shall have been delayed.

 

6.2 If the aforesaid delay of delivery exceeds [•], the Buyer have the right to cancel the Agreement, without prejudice to Buyer’s right under the Agreement, including claim of said liquidated damages.

 

6.3 In the event of Force Majeure, liquidated damage for late delivery shall not be applied.

 

Article 7. Packing and Marking

 

7.1 The Goods shall be packed and marked in the manner customary for exporting. In case special instruction are necessary, Buyer shall furnish Seller with such instructions in time for preparation or shipment of the goods.

 

Article 8. Insurance

 

8.1 Seller shall effect marine insurance on all shipments on [ICC (B)] for 110% of the invoice amount.

 

Article 9. Warranty

 

9.1 Each goods supplied by the Seller is hereby expressly warranted to be free from defect in material and workmanship under normal use and service.

 

9.2 This Warranty shall be limited to a period of [•] after delivery thereof to the Buyer under storage in a roofed warehouse.

 

9.3 The above warranty shall not apply to the Goods, which is used for a purpose for which it was not designed or which has been subject to normal wear and tear, damage caused by accident, misuse, abuse, damage occurring during shipment.

9.4 The Seller’s liability under this warranty shall be In Lieu of all other liabilities of the seller for defect in material or workmanship of the Goods or any other warranties, express or implied, statutory or at common law which the Buyer hereby waives. In no event shall the seller be liable for consequential or indirect damages regarding the Goods.

 

Article 10. Claim

 

10.1 Any claim by Buyer of whatever nature arising under this contract shall be made by cable within [•] days after arrival of the goods at the destination specified in the bills of lading. Full particulars of such claim shall be made in writing, and forwarded by registered mail to Seller within [•] days after cabling. Buyer must submit with particulars sworn surveyor’s reports when the quality or quantity of the goods delivered is in dispute.

 

Article 11. Force Majeure

 

11.1 Except for the payments due for the Goods delivered by the Seller, any party (“Affected Party”) hereto shall not be responsible to the other party (“Non- Affected Party”) for nonperformance (either in whole or in part) or delay in performance of the terms and conditions of the Agreement, due to war, war-like operation, acts, of Good, riot, strikes, sabotage or other labor disturbances in the manufacturing plant; lockout of the manufacturing plant; epidemics, floods, earthquakes, typhoon; embargoes, laws and regulations of the Buyer’s country or seller’s country; or any other causes beyond the control of the parties. In case of any such event the terms of this Agreement relating to time and performance shall be suspended during the continuance of the event.

 

11.2 Within [•] days from the date of commencement of the event, the Affected Party shall advise the Non-Affected Party by telex, facsimile or cable of the date when such delay in performance commenced, and the reasons therefor as enumerated in this Agreement; likewise, within [•] days after the delays ends, the Affected Party shall advise Non-Affected Party by telex, cable or facsimile of the date when each delay ended, and shall also specify the redetermined time by which the performance of the obligation hereunder is to be completed.

 

Article 12. Breach, Indemnity

 

12.1 In the event either party breaches an obligation under this Agreement or toward a third party delays or interferes with the other party in the performance of this Agreement, it shall be liable to the other party for any reasonable direct damages thereby sustained by the other party. In the event a third party commences any proceeding for which a party hereto intends to claim indemnity, such party shall promptly notify the other party and allow suitable participation in all stages of the proceeding and settlement thereof.  Failure to promptly notify or allow equitable participation by the other party shall reduce the right of indemnity by the extent of actual resultant prejudice.

 

12.2 It is specifically understood and agreed by both parties that the Buyer shall be solely responsible for observance of any restriction against importation of the Goods imposed by any federal or local authority in [Name of the Country] and shall defend and save harmless the Seller from any liabilities and obligations under the restriction or any claim arising out of the infringement of the restriction.

 

Article 13. Taxes/Duties, Contingent Charges

 

13.1 Any duties, tariffs for import and export or other taxes or charges which are now assessed or imposed or which may hereafter be assessed or imposed by [Name of the Country] Government or other competent authorities other than [Name of the Country] in connection with the Goods and/or transactions thereof shall be borne and paid by the Buyer.

 

13.2 Increase in freight, insurance premiums, and/or surcharge due to war, threat of war, warlike conditions, port congestion or other emergency or contingency unforeseen or not existent at the time of concluding the Agreement, shall be for the Buyer’s account.

 

Article 14. Aftersales Service

 

14.1 The Seller may, upon request of the Buyer and consent of the Seller, dispatch some experienced technicians to some places in [Name of the Country] for the purpose of rendering effective after-service in connection with the Goods.

 

Article 15. Infringement

 

15.1 The Buyer shall be liable for and hold the Seller harmless from and against all losses and damages incurred and suits and claims brought by third party due to possible infringement of trademark, patent, copy-right or other proprietary rights of the third party in connection with the Seller’s manufacture and sale of the Goods according to the Specification attached hereto as Exhibit I.

Article 16. Termination

 

16.1 The Agreement may be terminated upon occurrence of any of the following events:

i)  Agreement in writing of the parties;

ii) By the non-defaulting party, upon default by the other party in the performance

of any of its obligations under the Agreement, if not remedies within [•] days after receipt of written notice from the non-defaulting party;

iii) By the other party, upon either party’s (a) making an assignment for the benefit of creditors, being adjudged bankrupt, or becoming insolvent; (b) having a reasonable petition filed seeking its dissolution or liquidation not stayed or dismissed within [•] days; or (c) ceasing to do business for any reason;

iv) By the Seller, if the Buyer fails to open relevant letter of credit by more than [•] weeks as stipulated in Article 4.2 hereof; v) By either party, if a force majeure condition under Article 11 hereof makes it unreasonable to proceed with the Agreement in the foreseeable future.

 

16.2 Upon termination of the Agreement, neither party shall be discharged from any antecedent obligations or liabilities to the other party under the Agreement unless otherwise agreed in writing by the parties.

 

16.3 Nothing in the Agreement shall prevent either party from enforcing the provisions thereof by such remedies as may be available in lieu of termination.

 

Article 17. Arbitration

 

17.1 All disputes, controversies, or differences which may arise between the parties, out of or in relation to or in connection with this contract or for the breach thereof, shall be finally settled by arbitration in [Place of Arbitration] in accordance with the Commercial Arbitration Rules of The [Name of the Country] Commercial Arbitration Board and under the Law of [Name of the Country]. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.

 

Article 18. Trade Terms and Governing Law

 

18.1 The Trade Terms under this agreement shall be governed and interpreted under the provisions of Incoterms, 1990.

 

 

 

18.2 This Agreement shall be governed by and construed in all respects under and by the laws of [Name of the Country].

 

18.3 In the event of conflict between the laws of Korea and Incoterms, 1990, Incoterms, 1990 shall prevail and govern.

 

Article 19. Assignment

 

19.1 Either party shall not assign this Agreement to any other person without the other parties’ prior consent in writing. In the event of assignment with the written consent of the other, the one shall not be relieved from its obligations under this Agreement and shall be held responsible for its performance.

 

Article 20. Non-Waiver

 

20.1 No claim or right of either party under this Agreement shall be deemed to be waived or renounced in whole or in part unless the waiver or renunciation of such claim or right is acknowledged and confirmed in writing by such party.

 

Article 21. Notice

 

21.1 Unless otherwise agreed by the parties, all notices, invoices and communications under this Agreement shall be sent to the parties at their address set forth in the initial paragraph of the Agreement. All notices shall be sent by registered airmail and where circumstances require, notices may be sent by cable, facsimile or telex which shall be confirmed by registered air mail.

 

Article 22. Entire Agreement

 

22.1 This Agreement constitutes the entire agreement between the parties, all prior representations having been merged herein, and may not be modified except by a writing signed by a duly authorized representatives of both parties.

 

 

 

Article 23. Effective Date and Term

 

23.1 This Agreement shall become effective upon signing of the duly authorized representatives of both parties and remain in full force and effect up to [•] unless terminated earlier pursuant to Article 16.

 

  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

[Buyer]                                  [Seller]

 

By : _____________________________       By : __________________________

Title : [•]                                 Title : [•]

 

1_1 Sales Agreement.doc