SALES AGREEMENT, PURCHASE ORDER FORM, 판매계약서, 영문계약서

SALES AGREEMENT

(PURCHASE ORDER FORM)

 

 

MESSRS.                                                Date : [•]

                                                        Contract No. : [•]

 

AAA CORPORATION as Buyer, hereby confirms having purchased from you as Seller, the following goods by contract of purchase made on the above date and on the terms and conditions hereinafter set forth. Seller is hereby requested to sing and return the original and if any discrepancy be found by Seller, Buyer should be informed immediately by FAX to be subsequently confirmed by registered airmail.

 

NO.	COMMODITY & SPECIFICATION	QUANTITY	UNIT PRICE	TOTAL AMOUNT

 

Time of Shipment : [•]

Origin : [•]

Port of Shipment : [•]

Port of Destination : [•]

Payment : [•]

Insurance : [•]

Packing : [•]

Special Terms & Conditions : [•]

 

This contract is subject to the general terms and conditions set forth on back hereof :

 

Accepted by :                        [AAA CORPORATION]

 

on                                                             

 

                         (Seller)                          (Buyer)

GENERAL TERMS AND CONDITIONS

 

The purchase specified on the face hereof shall be subject to the following terms and conditions :

 

Licenses :

Seller, at its own expense, shall obtain any and all necessary permits or licenses to export the Goods from the country of shipment and/or to import, sell, use or otherwise dispose of the Goods, including but not limited to the safety standard, in any countries where such Goods are imported, sold, used, or otherwise disposed of.

 

Shipment :

Time of shipment is the essence of this Contract. Should Seller delay shipping the Goods for other reasons than those set forth in Clause Force Majeure hereof, Buyer may : (a) cancel this Contract in whole or in part, and/or (b) request to Seller, any Seller shall pay to Buyer, compensation for any and all damages incurred to Buyer and any special premium transportation or other costs required for the Goods to arrive at the destination as if the Goods be shipped as schedules.

 

Packing :

Seller shall pack the Goods in strong wooden(s) or in carton(s), suitable for long distance ocean/parcel post/air freight transportation and for change of climate, well protected against moisture and shocks. Seller shall be liable for any damage of the Goods and expenses incident thereto on account of improper packing and/or improper protective measures taken by Seller in regard to the packing.

 

Price :

Seller warrants that the prices sold to Buyer hereunder are no less favorable than the prices Seller currently extends to any other customer of the same Goods or similar goods and/or services in similar quantities. If Seller reduces its prices to others during the term of this Contract for such goods and/or services including but not limited to the Goods, Seller shall reduce the prices to Buyer for such Goods correspondingly.

 

Extra Expenses :

Should the freight, insurance premium and other expenses. at the time of shipment on this Contract be raised or charged owing to unexpected changes of circumstances after this Contract is executed, such differences and/or additional expenses shall be borne by Seller.

 

Insurance :

In the event of CIF or CIP Contract, insurance shall be effected by Seller. Such insurance shall be effected at one hundred ten percent (110%) of the invoice amount, and shall be issued by a first class underwriter and cover all risks.

Any insurance not set forth herein shall be arranged by Seller whenever requested by Buyer at the cost of Seller.

 

Adjustment :

Buyer may at any time and without any notice deduct or set-off Seller's claims for money due or to become due from Buyer against any claims that Buyer has or may have arising out of this or any other transaction between the parties hereto.

 

Parts :

Seller shall supply to Buyer the parts so long as Buyer continues to purchase the Goods pursuant to the terms and conditions of this Contract and for [•] years after the last shipment of the Goods to Buyer.

 

Inspection :

Inspection of the Goods shall be carried out at the place or port of unloading at Buyer's expense. Inspection may be done in the presence of Seller if Seller so desired. Provided, however, notwithstanding any inspection or payment made by Buyer, Buyer may without limiting its remedies reject, required corrections or refuse acceptance of the Goods which are not in conformity with the specifications or Seller's express or implied warranty. The Goods not accepted by Buyer shall be returned to Seller at Seller's account and risk or disposed of by Buyer at a time and price which Buyer deems reasonable and Seller shall reimburse Buyer any and all damage incurred to Buyer due to the Goods which are rejected.

 

Warranty :

Seller represents and warrants that all Goods to e sold by Seller under this Contract shall conform full to the specifications, analysis and other information furnished to Buyer and shall be merchantable, of good material and workmanship and free from any defects for at least [•] months from the date of unloading and further represents and warrants that the Goods shall be fit and sufficient for the purpose intended by Buyer and/or end users and that on delivery Buyer shall receive the title to the Goods, free and clear of all liens and encumbrances. Seller's warranty under this Contract as stated above shall be an essential condition of this Contract and any breach of the said warranty shall give Buyer the right(a) to reject the Goods so affected, without prejudice to any right to damages for such breach or to any other right arising from such breach of this Contract and/or (b) to terminate this Contract in whole or part.

Any and all warranty herein shall be in addition to any warranties express or implied by law or otherwise made by Seller and will survive acceptance and payment by Buyer.

 

Remedy :

If Seller shall be in default of this Contract or shall fail to ship the Goods at the time scheduled, Buyer may be written notice to Seller exercise any of the following remedies:(a) terminate this Contract: or(b) terminate this contract as to portion of the Goods in default only and purchase an equal quantity of the Goods of same kind and grade and recover from Seller the excess of the price so paid over the purchase price set forth in this Contract, plus any incidental loss or expense: or (c) terminate this Contract as to any unshipped balance and recover from Seller as liquidated damages, a sum of five(5) percent of the price of the balance.

Further, it is agreed that the rights and remedies herein reserved to Buyer shall be cumulative and in addition to any other or further rights and remedies available at law.

 

Infringement :

Seller shall be responsible for any infringement with regard to patent, utility model, trademark, design or copyright relating to the Goods in any country where the Goods are sold, used or otherwise disposed of. In the event of any dispute with regard to the said intellectual or industrial property right, Buyer may cancel this Contract. Seller shall be responsible

for and shall defend, reimburse, indemnify and hold Buyer harmless from any and all liabilities, claims, expenses, losses and/or damages sustained thereby.

 

Force Majeure :

In the event of any prohibition of import, refusal to issues an import license, act of Goods, war, blockade. embargo, insurrection, or any other action of governmental authorities, civil commotion, plague or other epidemic, fire, flood, or any other unforeseeable causes beyond the control of a party, the party shall not be liable for any default arising therefrom in performance of this Contract.

 

 

 

Arbitration :

All disputes, controversies, or differences which may arise between the parties hereto, out of or in relation to or in connection with this Contract, shall be finally settled by arbitration in [Name of the Country] in accordance with the Commercial Arbitration Rules of The [Name of the Country] Commercial Arbitration Board.

 

Trade Terms :

All trade terms provided in this contract shall be interpreted in accordance with the latest Incoterms of the International Chamber of Commerce.

1_2 Sales Agreement(Purchase Order Form).doc