加拿大外贸
1. Price of Fixtures: XXX agrees to pay a price for each Fixture based on a maximum twenty--‐five percent (25%) markup over Vendor's cost for each Fixture. Vendor agrees to hold its prices for a period of one year from July 2012 - July 2013.2. Currency Exchange Rate: (USD 1.00: RMB 6.5 +/--‐.3) If during the period of this agreement, the value of the US dollar vis--‐à--‐vis the Chinese yuan fluctuates more than three (3) percent with an anchor point of 6.5 yuan to 1 USD, pricing will be adjusted to accommodate the change in value. The daily exchange rate posted in the USA Wall Street Journal rate will be used as the official exchange rate. It is agreed Lotus but is under no obligation to accept purchase orders from XXX.
3. Minimum Order Quantity: Any POs submitted by XXX shall be for a minimum quantity of 25 identical items with a value of Two Hundred US dollars (US$200.00) or less per item, or 10 identical items having a value of Two Hundred and One US Dollars (US$201.00) or more per item.
4. Production Time: POs placed by XXX on a monthly basis will be shipped within sixty (60) days of the PO date and Vendor will use best efforts to ship the PO production within forty -five (45) days of the PO date. POs placed on a quarterly basis will be shipped within ninety (90) days or sooner as practicable by Vendor. In the event XXX requests changes in the product specifications after Vendor has accepted the PO, Vendor and XXX shall reasonably agree on additional production time in connection with Vendor's acceptance of the change in specifications.
5. Shipping:
a. In exchange for the most competitive fixture pricing, Specialized will assume the costs of local transportation (Zhangjiagang to Shanghai). Specialized will reimburse Vendor for ex‐works charges not to exceed One Thousand Five Hundred US Dollars (US$ 1,500) per container. LCL shipments will be billed on a per shipment basis for the full amount of shipping cost provided to Vendor by the forwarder. Vendor is required provide all original documentation for reimbursement to XXX. These charges exclude ordinary costs including but not limited to container loading or fees due to container/driver delays.
b. In the event subcontracted parts and/or displays are held up in Chinese Customs, Vendor will notify XXX immediately of such delay and will update XXX on a weekly basis. Vendor will not be held responsible for such delays if solely resulting from Chinese Customs.
c. Vendor shall keep XXX informed in writing on a weekly basis of Fixtures ready for shipping and Fixtures being held in inventory after production. Vendor will hold ordered Fixtures for a term of ninety (90) days from the date of production of such Fixtures. In the event Fixtures remain in inventory with Vendor after ninety days from production, Vendor shall invoice XXX for such held inventory at the agreed upon price in the PO.
6. Performance: In the event that Vendor fails to make production available for collection by XXX's forwarder within fifteen (15) days of any agreed delivery dates, Vendor shall pay (or credit from the invoice of any such PO) the cost of air freight for the delayed items and, if practicable, will ensure that the original delivery date is met. Vendor shall not be bound by this provision if delays are the result of governmental policy, customs inspections or regulations, acts of war, acts of God or delays caused by XXX's designated forwarders or consignees.
7. Exclusivity: During the term of this agreement, Vendor shall not enter into agreements or provide fixture design or production services for any other bicycle or related product companies' with the exception of those whom Vendor has established relationships prior to July 2012. Under any and all circumstances and at any time, Vendor shall not produce bicycle or bicycle related fixtures for Cannondale, Scott or Trek.
8. Insurance: During the term of this agreement, Vendor shall maintain general commercial liability insurance on a "claims made" basis in the minimum amount of One Million US Dollars (US$1,000,000). All such policies of insurance shall name XXX as an additional insured and Vendor
shall provide XXX with an additional insured certificate if requested by XXX.
9. Design and Engineering Services: XXX shall provide Vendor with a FIR for all design and development projects. Vendor will provide design and engineering time for any XXX project at a fee of Eighty US Dollars (US$ 80.00) an hour or agreed upon market rate. Each month Vendor will send
an invoice describing and itemizing the design and engineering time and services performed by Vendor for XXX's review and approval. If invoice is approved, XXX will issue a purchase order number against which the invoice is to be billed. XXX will not be held responsible for any fees
incurred by Vendor for design and engineering time if the Fixture design and engineering services resulting in such fees is then manufactured by Vendor for XXX. In the event Vendor provides design and engineering services to XXX, Vendor agrees as follows: XXX shall own all right, title and interest, including intellectual property rights, in the work product of Vendor, including but not limited to designs, ideas and information made or conceived or reduced to practice, in whole or in part, by Vendor during the term of this agreement that relate to the subject matter of, or arise out of, the
design and engineering services by Vendor for XXX or any Confidential Information of XXX, and Vendor assigns all such right, title, and interest to XXX. Vendor hereby assigns to XXX the entire rights and interests in and to the work product described above. XXX or any other entity designated by it shall be the sole owner of all domestic and foreign rights pertaining to the work product above.
10. Development Team: At all times during the term of this agreement, Vendor shall provide for XXX's benefit, an English-speaking team dedicated primarily to XXX's production needs. Such team shall include without limitation a project manager, engineers and designers.
11. Quality Control: Vendor shall work cooperatively with XXX to adhere to or exceed XXX's standard quality requirements as communicated to Vendor from time to time. XXX will have access at all reasonable times to the XXX production line, test labs and other areas in the factory set up to produce
products for XXX.
12. Certification: All Fixtures, products and tools produced by Vendor for XXX must meet or exceed all applicable test requirements for compliance with global export/import regulation, including but not limited to such regulations applicable to wood and electrical materials.
13. Testing: Vendor agrees to comply with XXX's own testing standards as may be provided to Vendor, including but not limited to standards governing durability and proper function.
14. Packaging: Vendor will be responsible for testing packaging materials to ensure fixtures arrive at XXX distribution centers and XXX dealers in the intended condition. Failure to test packaging and notify XXX of potential breakage risk may result in replacement or credit from Vendor.
15. Title and Risk of Loss: Title to the fixtures shall pass from Vendor to XXX upon Vendor's receipt of payment from XXX in relation to such Fixtures. Risk of loss shall pass upon transfer of the Fixtures from Vendor to XXX. Upon payment by XXX for Fixtures, XXX shall have a right of possession of such Fixtures and to that end, XXX shall have the right to arrange for pick up and transport of the Fixtures from Vendor's facility if Vendor does not make such arrangements on behalf of XXX.
16. Samples: Vendor shall produce up to two prototypes of each Fixture design and shall deliver such prototypes to XXX for review and approval prior to production. Provided that such Fixture goes into production, there will be no cost to XXX for the prototypes. Any additional prototypes requested by XXX shall be invoiced at twice the quoted production price unless the total quantity of prototypes requested is such that MOQ for the respective item is satisfied, in which case Vendor will invoice XXX at the agreed upon production price.
17. Assembly: Prior to shipping, Vendor shall preassemble and package all fixtures as reasonably required by XXX.
18. Warranty: Vendor represents and warrants that all Fixtures sold to XXX will be free from defects in materials and workmanship for a period of eighteen months from the date any such product is shipped from Vendor to XXX. Vendor shall repair or replace at no charge to XXX any fixture that fails as a result of ordinary, intended usage during the warranty term. In addition, Vendor will supply at no cost to XXX a quantity of product as requested by XXX as necessary for replacement of defective fixtures that are still subject to this warranty.
19. Tagging: Prior to shipping, Vendor shall tag all displays with Vendor's name, item number and date of production of each Fixture.
评论
太长了..看不过来..
评论
有没有谁签过类似的契约的啊，盼答复
加拿大电商昨天我把提单复件发给了客户，今天收到了他回信，如下： Dear Nicholas, please send all shipping documents. We will check B/L copy and we will reply ASAP. Thank you Best Regards ......................................... 加拿大电商刚从事这行半年，对电子行业不了解，自己整理了些，算是学习，供大家分享，也请大家补充。我毕竟是个文科生，对这方面知识严重欠缺。 DVD:英文全名是Digital Video Disk, 即数字视频光
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