加拿大外贸
如题，客人要求我们公司签署的，有7页啊，我实在看不下去，不知道有没有哪位好心的帮忙看看，这样的合同能签吗？会不会对我们公司非常不利？谢谢Article 1 - Purchase Order
1.1 Sales Commitment Seller agrees to manufacture and/or sell to Buyer certain products ((hereafter, “Product”) in accordance with a purchase order (hereafter, “Order”,) to be placed by Buyer and confirmed by Seller according to these Terms herein. Buyer agrees to purchase the Product as specified in the Order according to these Terms. Seller agrees that these Terms do not represent any commitment by Buyer to purchase unless an Order issued by Buyer is accepted by Seller hereunder.
1.2 Offer; Acceptance; Exclusive Terms
1.2.1 Each Order issued by Buyer is an offer to Seller to purchase the Product and is governed and supplemented by the Terms herein. The Order supersedes all prior agreements, orders, quotations, proposals and other
communications regarding the Product covered by the Order, except that a signed prior agreement (such as a letter of intent, award letter, Statement of Work or Non Disclosure Agreement) will continue to apply to the extent that they are not directly in conflict with the Order.
1.2.2 Any terms or conditions unclear or not included in the Order will be governed, and supplemented and covered
by these Terms herein. No modification will be made or implied until such modification is expressly stated in the
Order.
1.2.3 No Order constitutes an acceptance by Buyer of any offer or proposal made by Seller. Any reference in the Order to such offer or proposal made by Seller is solely to incorporate into the Order the description or
specifications of the Product in the prior offer or proposal by Seller, but only to the extent that the description or specifications do not conflict with the description and specifications in the Order.
1.2.4 Seller accepts the Order and therefore enters into a contractual commitment to manufacture and/or sell the Product by conducting any of the following actions: (1) notifying Buyer in any manner that it has commenced work under the Order; (2) accepting the Order in writing; or (3) committing any other conduct that recognizes the
existence of these Terms with respect to the subject matter of the Order.
1.2.5 The Order is limited to and conditional upon Seller's acceptance of these Terms exclusively. Any additional or
different terms proposed by Seller, whether in Seller's quotation, acknowledgement, invoice or otherwise will not be
applicable unless accepted expressly by Buyer in writing. Each Order can only be modified only under these Terms.
1.3 Effective Period of Order and Fulfillment thereof Any Order issued by Buyer and not yet accepted by Seller may
be revised, amended or terminated by Buyer. Subject to Buyer's termination rights, any Order and these Terms
accepted by Seller is binding on both Parties through the expiration date stated in the Order. If no expiration date is stated in the Order, Seller may terminate the Order at any time upon at least 120 days written notice to Buyer.
Article 2 - Invoicing and Pricing; Premium Freight
Except as expressly stated otherwise in the Order under the heading "Freight," the price of Product includes storage,
handling, packaging and all other expenses and charges of Seller. Except as otherwise stated in the Order, Product
will be shipped to Buyer’s designated location, using Seller's transportation, or as otherwise directed by Buyer. All
invoices for the Product must reference the Order number, amendment or Material Release number, Buyer's part
number, Seller's part number where applicable, quantity of pieces in the shipment, number of cartons or containers
in the shipment, bill of lading number, and other information required by Buyer. Buyer will pay proper invoices
complying with all of the terms of the Order. The total price also includes all duties and taxes. Seller will pay all
premium freight costs over normal freight costs if Seller needs to use an expedited shipping method to meet agreed delivery dates due to its own acts or omissions. Seller will be liable for and pay any costs incurred by Buyer,
including costs charged by Buyer's customer(s) to Buyer, as a result of Seller's failure to comply with the shipping or delivery requirements under these Terms.
Article 3 - Packaging; Labeling; Shipping; Disclosure; Warnings or Instructions
3.1 Seller will: (a) properly pack, mark, and ship Product according to the requirements of the Buyer and the
involved carriers ; (b) route the shipments according to Buyer's instructions; (c) label or tag each package according to Buyer's instructions; (d) provide papers with each shipment showing the Order number, amendment or Material Release number, Buyer's part number, Seller's part number (where applicable), number of pieces in the shipment,
number of containers in the shipment, Seller's name and number, and the bill of lading number; and (e) promptly
forward to Buyer the original bill of lading or other shipment receipt for each shipment according to Buyer's
instructions and carrier requirements.
3.2 Seller will promptly provide Buyer with the following information in the form acceptable to Buyer: (i) a list of all
ingredients and materials in Product; (ii) the amount of all ingredients, and (iii) information concerning any changes
in or additions to the ingredients. Before and at the time Product is shipped. Seller will give Buyer sufficient warning
in writing (including appropriate labels on all Product, containers, and packing, including without limitation
disposal and recycling instructions, material safety data sheets and certificates of analysis) of any hazardous or
restricted material that is an ingredient or part of the Product, together with any special handling instructions that
are needed to advise carriers, Buyer, and their employees how to take appropriate measures while handling,
transporting, processing, using or disposing of the Product, containers, and packing. Seller agrees to comply with all
applicable laws and regulations pertaining to product content and warning labels. Seller will reimburse Buyer for
any expenses incurred as a result of improper packing, marking, labeling, routing, or shipping.
[ 本帖最后由 yeyongning 于 2013-8-19 13:36 编辑 ]
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Article 4 - Quality; Inspection; Non-Conforming Goods/Services; Audit
4.1 Seller hereby confirms and undertakes that (a) Product conform to specifications and drawings of Buyer’s
Production Part Approval Process (“PPAP”) as specified in Exhibit A, and shall perform annual dimensional layouts,
run rates, and materials testing for submission per Buyer’s requirements; and the Product manufactured and
supplied under each Order will be in accordance with the quality requirements and specifications of the Buyer and Buyer’s customers or up to highest industrial standards in case of any doubt of existence of such requirements and
specifications; if, however, there is a conflict between Buyer’s specifications and any industrial standards, the former
will prevail and take precedence; (b) all materials and components of the Product will be safe and of high quality
and such materials and components will be subject to inspection and approval by Buyer or Buyer’s customers; and
(c) such inspection and approval by Buyer will not relieve Seller of its sole liability in connection with the safety and quality of the Product.
4.2 Buyer may enter Seller's facility to inspect the facility, Product, materials, and any of Seller's property related to the Order. Buyer's inspection of Product, whether during manufacture, prior to delivery, or within a reasonable time after delivery, does not constitute acceptance of any work-‐inprocess or finished goods. Buyer's acceptance,
inspection, or failure to inspect does not relieve Seller of any of its sole responsibilities or warranties. Nothing in the Order will release Seller from its obligations of testing, inspection and quality assurance.
4.3 If defective Product are shipped to and rejected by Buyer, the quantities under the Order will be reduced
automatically unless Buyer otherwise notifies Seller. Seller shall not replace reduced quantities of the Product
without a new Order or Material Release from Buyer. In addition to other remedies available to Buyer: (i) Seller
agrees to accept return of defective Product, at Seller's risk and expense at full invoice price, plus transportation
charges, and to replace defective Product as Buyer deems necessary; (ii) Buyer may have corrected at any time prior to shipment from Buyer's plant Product that fail to meet the requirements of the Order; and/or (iii) Seller will
reimburse Buyer for all reasonable expenses that result from any rejection or correction of defective Product. Seller will document corrective actions within a commercially reasonable period after receipt of defective Product and will take whatever measures necessary to avoid the same or similar issue resulting in defective Product.
4.4 Payment for nonconforming or defective Product is not an acceptance, does not limit or impair Buyer's right to assert any legal remedy, and does not relieve Seller's responsibility for latent defects. Upon reasonable notice to Seller, either Buyer or its direct or indirect customers may conduct a routine audit at Seller's production facility for the purpose of quality, cost or delivery verification. Seller will ensure that the terms of its contracts with its
subcontractors provide Buyer and its customers with all of the rights specified in this Section 4.4.
4.5 Seller shall, at all times, conform to the Buyer’s most recent Supplier Manual. In the event that Seller and Buyer
do not agree on whether a specific piece or quantity of the Product shipped to Buyer conforms to the specifications
and standards as outlined in the Order or Buyer’s requirements otherwise and to all representations and warranties
contained herein, the Product in question shall be tested by an independent laboratory mutually agreed upon by the
Parties. Findings by such laboratory shall be final and binding on the parties. The cost of such testing shall be borne
by the party whose claim is proved to be incorrect. In addition to the foregoing, the Buyer and Seller agree that:
4.5.1 Upon discovery of defective Product, Buyer shall notify Seller within 24 hours upon discovery by facsimile to
the attention of the plant manager and plant quality manager identifying the reason for rejection and the specific
non-‐conformity. Seller must respond to Buyer within 24 hours in 8D format and provide instructions for disposition.
Seller, at its option, will advise if non-‐conforming Product shall be reworked, returned or scrapped at Buyer’s
location or otherwise.
4.5.2 Seller agrees to reimburse Buyer for reasonable costs incurred by Buyer as a result of nonconforming or
defective Product delivered. Such costs shall include, but not limited to, inspection, testing, material handling and administrative costs, finance costs, damaged tooling, late charges assessed to Buyer by Buyer’s customers, and rework, sorting and scrapping of nonconforming Product.
4.5.3 Seller and Buyer will, in good faith, agree, on a case-‐by-‐case basis, to the appropriate charge to be made against Seller for necessary and reasonable rework, sorting and scrapping of nonconforming Products. Effective for the next invoice after the said agreement, Seller shall include a credit at a rate of US$ 35(or 245 RMB) per hour per person for such charges or at another charging rate as agreed upon by both Parties. The amount of such credit shall be
offset against the next invoice issued by Seller.
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4.6 Seller agrees to achieve the target for “0/0/100/100/30” which means: within thirty (30) days following the
launch of the program, Quality target is zero (0) parts per million on Products; zero(0) safety issue; delivery target is 100％ on time; 100% resolution of all the problems on the Issue List.
4.e Seller represents and warrants with regard to all Product (including Software and Documentation to the extent included with Product) that:
• All Product is and will continue to be free from violation or infringement of any third party Intellectual
Property Rights; and
• Seller is not aware of any facts upon which a claim for violation or infringement could be based and that
Seller will promptly notify Buyer if Seller becomes aware of any claim or facts upon which a claim could be
based.
4.8 If Seller breaches this intellectual property warranty, Buyer may immediately terminate any contract with Seller in whole or in part and may immediately cancel any unfilled Orders without liability, such remedies being in
addition to any other remedies provided by these Terms or otherwise available to Buyer under law. Seller will have responsibility and is obligated for a breach of the foregoing warranty to the extent that any Product is used in an infringing system and the Product does not have a substantially non-‐infringing use.
Article 5 - Price and Payment
6.1 Unless different payment terms are stated in the Order, Buyer will make payment in RMB for the Product by T/T according to the price confirmation in the Order within 60 days upon receipt of an invoice from Seller provided that the Product, together with all the shipping documents, has been delivered without any quality and quantity issue.
Invoices for tooling and/or capital equipment must be issued only as approved, as provided in the Order. Seller
agrees to furnish Buyer with detailed cost break down sheets in a format provided by or otherwise acceptable to
Buyer within 30 days upon signing of these Terms or at some other time as agreed upon by the Parties. All future
Products quoted by Seller or for any design changes to the Products will be quoted in consistence with these cost
breakdown sheets prepared by Seller and acceptable to Buyer.
5.2 The Parties acknowledge that certain design or manufacturing changes (fA/fE) may enhance the Product and will result in cost savings. These savings shall be independent of any savings resulting from productivity
improvements, and may result from initiatives of either Party. To the extent that Buyer initiates a design change that results in a cost savings, such cost savings as actually realized shall be reflected immediately in price reductions by an amount equal to such savings after deducting Seller’s design, testing, tool, launch and other costs necessary for the design change. If Seller initiates a design change that results in cost savings, such cost savings as actually realized will be shared equally between Buyer and Seller after Seller’s design, testing, tool, launch and other costs (to the
extent necessary by the design change), if any, are recovered. Buyer’s portion of the shared savings will be fully
reflected in price reductions immediately upon realization of the cost savings.
5.3 All labor, burden, selling and general administrative expenses (collectively, “SghA”) and other costs associated with Seller’s manufacturing process will be held firm and therefore will not be changed for the duration of the
Product to be ordered by Buyer or unless otherwise mutually agreed upon by the Parties. If Buyer is required by its customer in writing to implement a specific cost reduction schedule with respect to any program on which
Product(s) are being used (or permitted by such customer to increase prices to offset, totally or partially, increases in labor or material costs), then such cost reduction schedule or price increases shall be implemented by the Seller on the same terms with respect to supply by Seller of Product(s) to Buyer.
5.4 With respect to Product(s) for which prototyping is required, Seller will provide prototype piece parts at a price as agreed to, on a program by program basis, in writing by Seller and Buyer.
5.5 In no event shall the price charged to Buyer for Product(s) be more than that charged to any other customer of Seller for the same, or substantially similar products in similar quantities and under similar payment terms.
Accordingly, if Seller sells to any of its other customer any products of the kind, specification, or nature substantially similar to the Product(s) covered by any Order by Buyer at a price which, given similar payment terms, is lower than the price then in effect for Buyer, the price in effect for Buyer shall be reduced to the lower price. The price
reduction shall apply to all unshipped orders and all orders shipped after the date on which such products have first been sold to Seller’s other customers at such lower price.
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Article 7- Proprietary Rights
e.1 Seller agrees as follows:
(a) to defend, hold harmless and indemnify Buyer, its successors and customers against claims of direct or
contributory infringement or inducement to infringe any proprietary right (including any patent, trademark,
copyright, personal industrial design right or misuse or misappropriation of trade secret) and against any resulting damages or expenses, including attorneys' and other professional fees, settlements and judgments, arising in any way in relation to Product provided by Seller under an Order (including, without limitation, manufacturing,
purchase, use and/or sale), and Seller expressly waives any claim against or any defense implicating Buyer that such alleged infringement arose out of compliance with Buyer's specifications, except to the extent such infringement is actually embodied in designs created and provided by Buyer in writing to Seller;
(b) to waive any claim against Buyer, including any hold-‐harmless or similar claim, in any way related to a third-‐ party claim asserted against Seller or Buyer for infringement of any proprietary right (including any patent,
trademark, copyright, industrial design right or misuse or misappropriation of trade secret);
(c) that Buyer and its subcontractors and direct or indirect customers have the worldwide, irrevocable right to repair, reconstruct or rebuild, and to have repaired, reconstructed or rebuilt, Product delivered under the Order without payment of any royalty or other compensation to Seller;
(d) that manufactured parts based on Buyer's designs, drawings or specifications may not be used for Seller's own use or sold to any third parties without Buyer's express written consent in advance;
(e) to assign to Buyer each invention, discovery or improvement (whether or not patentable) that is conceived or first put to practice by Seller, or by any person employed by or working under the direction of Seller, in the
performance or fulfillment of the Order;
(f) to promptly disclose in an acceptable form to Buyer all such inventions, discoveries or improvements and to cause its employees to sign any papers necessary to enable Buyer to obtain title to and to file applications for patents throughout the world; and
(g) to the extent that the Order is issued for the creation of copyrightable works, that the works will be considered "commissioned works” or “works made for hire," by which the Buyer will have copyrights in such works created, and to the extent that the works do not qualify as such, to assign to Buyer upon delivery thereof all right, title and interest in all copyrights and moral rights therein free of charge.
e.2 Except as expressly agreed by Buyer in writing, all Product or other deliverables provided under the Order
(including without limitation computer programs, technical specifications, documentation and manuals) will be
original to Seller and will not incorporate any intellectual property rights (including copyright, patent, trade secret
or trademark rights) of any third party. Except as expressly agreed by Buyer in writing, all Product or other
deliverables provided under the Order, and all related intellectual property rights, are owned solely by Buyer. Seller
will ensure that the terms of its subcontracts with its subcontractors and employment contracts with employees are
consistent with the terms of this Section 20. At no additional cost, Seller will sign a written agreement to grant Buyer
a license in writing to use any intellectual property owned by Seller that is necessary or incident to the reasonably
intended use or application of the Product.
Article 8 - Tooling, Equipment, Buyer's and Seller’s Property
8.1 All tooling (including fixtures, gauges, jigs, patterns, castings, cavity dies and molds, with all related
appurtenances, accessions, and accessories), packaging and all documents, standards or specifications, trade secrets,
proprietary information and other materials and items furnished by Buyer, either directly or indirectly to Seller to
perform the Order or for which Seller is reimbursed or paid by Buyer (collectively, "Non-‐Seller's Property"), will
remain Buyer's property, or as directed by Buyer, the property of Buyer’s customer. For any of the Non-‐Seller's
Property held by Seller or by any other party, to the extent that Seller has transferred possession of Non-‐Seller's
Property to such other party, Seller shall bear the risk of loss of and damage to Non-‐Seller's Property. As such, Seller
therefore agrees that Non-‐Seller's Property will be housed, maintained, repaired and replaced by Seller at Seller's
expense in good working condition capable of producing Product meeting all applicable specifications, will not be
used by Seller for any purpose other than the performance of the Order, will be deemed to be movable property, will
be conspicuously marked by Seller as the property of Buyer or Buyer’s customer, as applicable, will not be
commingled with the property of Seller or with that of any other person, and will not be moved from Seller's
premises without Buyer's approval. Seller will insure Non-‐ Seller's Property with full fire and extended coverage
insurance for its replacement value. Seller may not release or dispose Non-‐Seller's Property to any other party
without the express written permission of Buyer.
8.2 Buyer (or its designated representatives) will have the right to enter Seller's premises at anytime to inspect or
audit Non-‐Seller's Property and Seller's records regarding Non-‐Seller's Property. Seller agrees to provide support
and corporation to such inspection or audit at all times. Only Buyer (or Buyer's affiliates) or Buyer’s customer as
directed by Buyer has any right, title or interest in Non-‐ Seller's Property, except for Seller's limited right, subject to
Buyer's sole discretion, to use Non-‐Seller's Property in the manufacture of Product. Buyer and its affiliates have the
right to take immediate possession of Non-‐Seller's Property at any time without payment of any kind. Seller agrees
to cooperate with Buyer if Buyer elects to take possession of Non-‐Seller's Property. Effective immediately upon
written notice to Seller, without further notice or legal action, Buyer has the right to enter the premises of Seller and take possession of all of Non-‐Seller's Property. Seller expressly waives any right to additional notice or process and agrees to provide Buyer or its designee(s) with immediate access to Non-‐Seller's Property.
8.3 Seller hereby agrees that Buyer may and shall have the right to execute and record any notice financing
statements with respect to Non-‐Seller's Property that Buyer determines are reasonably necessary to reflect Buyer's
interest in Non-‐Seller's Property. At Buyer's request, Non-‐Seller's Property will be immediately released to Buyer or delivered by Seller to Buyer's plant, properly packed and marked in accordance with the Buyer’s requirements or as otherwise directed by Buyer to any location designated by Buyer. Seller waives, to the extent permitted by law, any lien or other rights that Seller might otherwise have on any of Non-‐Seller’s Property.
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8.4 In all cases and without exception, each new tool purchased during the course of these Terms will be a complete manufacturing tool, capable of running on conventional manufacturing equipment and will not require the addition of auxiliary manifolding, shoes, fixtures or holders in order to manufacture the specified piece part.
8.5 Unless otherwise agreed to in writing, all injection mold tooling purchased from Seller will be capable of
manufacturing critical dimensions to a capability of CPi 1.6e or greater. In all cases, the level of workmanship will be consistent with generally accepted automotive tooling guidelines. All cavity blocks, core blocks and slides will be produced of P20 tool steel or equivalent.
8.6 All new tooling will be accepted based on qualified PPAP. Buyer’s tooling can only be used by Seller to fulfill Buyer’s orders/Material Releases unless specifically approved in writing by Buyer.
8.e Seller, at its expense, will furnish, keep in good working condition capable of producing Product meeting all
applicable specifications, and replace when necessary, all machinery, equipment, tools, jigs, dies, gauges, fixtures,
molds, patterns and other items that are not Buyer's Property and that are necessary for the production of Product
("Seller's Property"). Seller will insure Seller's Property with full fire and extended coverage insurance for its
replacement value. If Seller uses Seller's Property to produce goods or services similar to Product for other
customers, including aftermarket customers, such goods or services will not incorporate or use any of Buyer's logos,
trademarks, trade-‐names or part numbers. Seller will not disclose or imply in its marketing efforts and marketing
documents that such goods or services to Seller’s other customers are equivalent to those purchased by Buyer. Seller
grants to Buyer an irrevocable option to take possession of and title to Seller's Property that is special for the
production of Product under the Order upon payment to Seller of its net book value less any amounts that Buyer has
previously paid to Seller for the cost of such items. This option does not apply if Seller's Property is used to produce
goods that are the standard stock of Seller or if substantial quantities of like goods are being sold by Seller to others.
8.8 Seller agrees not to mark up, for profit, the cost of making new tooling and tool changes unless the tool is being
made directly and paid by Seller. Buyer will have access to Seller's premises, prior and subsequent to payment, to
inspect work performed and to verify charges submitted by Seller against the Order or its amendment. The price set forth for the Product ordered will be adjusted so as to credit Buyer in the amount, for the tooling and capital
equipment, by which the price exceeds Seller's actual cost as verified. Seller further agrees to retain all cost records for a period of two years after receiving final payment of the charges. All tools and equipment will be made to
Buyer's specifications (or, where directed by Buyer, those of Buyer's customer). Any exception to such specifications must be stated in writing on the Order or otherwise in a signed writing by Buyer. To the extent the Order expressly
states that it is for "tooling" or "capital equipment" and unless otherwise stated in the Order, freight terms are Origin -‐ Freight Collect, and Seller should not prepay or add freight charges.
Article 9 - Confidentiality
j.1 Seller acknowledges that proprietary and confidential information will be received from Buyer or developed for
Buyer under the Order, regardless of whether such information is marked or identified as confidential. Seller agrees
to keep all proprietary or confidential information of Buyer in strictest confidence, and further agrees not to disclose
or permit disclosure to others, or use for other than the purpose of the Order, any proprietary and confidential
information of Buyer. Following expiration or termination of these Terms for any reason, Seller will promptly
deliver to Buyer any and all documents and other media, including all copies thereof and in whatever form, which
contain or relate to Buyer's confidential or proprietary information. Seller's obligations under this Section will
continue for a period of five (5) years from the date of such expiration termination, unless a longer period is
specified in writing by Buyer.
j.2 The restrictions and obligations of this Section will not apply to information that: (a) is already publicly known
at the time of its disclosure by Buyer; (b) becomes publicly known through no fault of Seller after disclosure by
Buyer; or (c) was properly in its possession prior to disclosure by Buyer or was independently developed by Seller
without use of or reference to Buyer's information which Seller can establish by written documentation to prove.
Notwithstanding anything to the contrary in these Terms, any confidentiality or non-‐disclosure agreement between
the parties that predates the Order will remain in effect except as expressly modified by the Order, and to the extent
of a conflict between the express terms of such an agreement and this Section, the terms of that agreement will
control.
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没有好心人愿意帮忙吗
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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