2009 Supply Agreement
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Unidroit Convention onInternational financial leasing国际统一私法协会国际融资租赁公约中国于1988年加入并签署《国际融资租赁公约》The states parties to this convention, recognizing the importance of removing certain legal impediments to the international financial leasing of equipment, while maintaining a fair balance of interests between the different parties to the transaction, aware of the need to make international financial leasing more available, conscious of the fact that the rules of law governing the traditional contract of hire need to be adapted to the distinctive triangular relationship created by the financial leasing transaction, recognizing therefore the desirability of formulating certain uniform rules relating primarily to the civil and commercial law aspects of international financial leasing, have agreed as follows:本公约各当事国,认识到在保持国际融资租赁交易各方的公正平衡的同时,消除对设备国际融资租赁的某些法律障碍的重要性,意识到使国际融资租赁得以更多地使用的需要,意识到管辖着传统的租借合同的那些法规需要适应于融资租赁交易所造成的特有的三边关系这一事实,因而认识到有必要制订出某些主要与国际融资租赁的民法和商法方面有关的统一规则,兹协议如下:CHAPTER I - SPHERE OF APPLICATION AND GENERAL PROVISIONS第一章适用范围和总则Article 11.This convention governs a financial leasing transaction as described in paragraph 2 in which one party (the lessor),a.on the specifications of another party (the lessee), enters into an agreement (the supply agreement) with a third party (the supplier) under which the lessor acquires plants, capital goods or other equipment (the equipment) on terms approved by the lessee so far as they concern its interests, andb.enters into an agreement (the leasing agreement) with the lessee, granting to the lessee the right to use the equipment in return for payment of rentals.2.The financial leasing transaction referred to the previous paragraph is a transaction which includes the following characteristics:a.the lessee specifies the equipment and selects the supplier without relying primarily on the skill and the judgment of the lessors;b.the equipment is acquired by the lessor in connection with a leasing agreement which, to the knowledge of the supplier, either has been made or is to be made between the lessor and the lessee; andc.the rentals payable under the leasing agreement are calculated so as to take into account in particular the amortization of whole or a substantial part of the cost of the equipment.3.This Convention applies whether or not the lessee has or subsequently acquires the option to buy the equipment or to hold it on lease for a further period, and whether or not for a nominal price or rental.4.This Convention applies to financial leasing transactions in relation to all equipment save that which is to be used primarily for the lessee personal, family or household purpose.第一条1.本公约管辖第2款所指的融资租赁交易,其中,一方(出租人),a.按照另一方(承租人)的规格要求同某个第三方(供货人)订立一项协议。
美国北美贸易协议书英文版The North American Free Trade Agreement (NAFTA) is a landmark trade agreement between the United States, Canada, and Mexico. Signed in 1994, it has been in effect for over two decades and has had a profound impact on the economies and trade relations of the three countries. This essay aims to provide an overview of the NAFTA agreement, its key provisions, and its effects on the involved nations.The main objective of NAFTA is to promote free trade and economic integration between the United States, Canada, and Mexico. The agreement eliminates most tariffs and trade barriers on goods and services traded between the three countries. This reduction in trade barriers has led to a significant increase in trade volume between the three nations, with the NAFTA area becoming one of the largest trading blocs in the world.NAFTA covers a wide range of sectors, including agriculture, manufacturing, and services. It includes provisions on intellectual property, investment, and dispute resolution mechanisms. One of the key features of NAFTA is the elimination of tariffs on agricultural products, which has led to increased agricultural trade between the United States and Mexico. It has also opened up new opportunities for American and Canadian companies to invest and operate in Mexico, and vice versa.NAFTA has had a significant impact on the economies of the three countries. It has contributed to increased economic growth, job creation, and higher living standards. According to a report by the U.S. International Trade Commission, NAFTA has led to anincrease in the United States' GDP by 0.5% to 0.9% and has created thousands of jobs.However, NAFTA has also faced criticism from various quarters. Critics argue that the agreement has led to job losses in certain sectors, particularly manufacturing, as companies moved production to Mexico where labor costs are lower. They also claim that NAFTA has led to environmental degradation and a decrease in labor standards. In response to these concerns, the United States, Canada, and Mexico renegotiated the agreement and agreed to the United States-Mexico-Canada Agreement (USMCA) in 2018.The USMCA addressed some of the concerns raised about NAFTA. It includes provisions on labor and environmental standards, requires a higher proportion of automotive components to be produced within North America, and provides increased market access for certain agricultural products. The USMCA also includes a dispute resolution mechanism, which is similar to the one in NAFTA but with some modifications.The USMCA was ratified by the three countries and came into effect on July 1, 2020. It is expected to further promote trade and economic integration among the three nations. The new agreement is also expected to bring about changes in certain industries, such as the automotive sector, where companies will need to adjust their supply chains to comply with the new rules of origin.In conclusion, NAFTA and its successor, the USMCA, have had a significant impact on trade and economic relations in North America. The agreements have promoted free trade, economicintegration, and increased economic growth among the United States, Canada, and Mexico. While there have been criticisms of NAFTA, the renegotiation and implementation of the USMCA address some of these concerns and provide a framework for continued cooperation and collaboration among the three nations. The future of North American trade will depend on the successful implementation and enforcement of the USMCA and further efforts to deepen economic integration and cooperation in the region.。
Supply Guarantee Commitment Letter BackgroundIn the field of commerce and business, supply chain management is of great significance to any organization. To remain competitive, businesses need to ensure a constant flow of goods and raw materials at all times. In order to achieve this objective, a reliable supply chain network is required. However, the ongoing global pandemic and geopolitical situations have drastically impacted supply chains across the world. These disruptions have led to a decreased flow of raw materials, increased prices, and shipment delays, impacting businesses negatively.Thus, it has become imperative for businesses to initiate measures that would enable them to secure their supply chains. One of the strategies to achieve this is through the implementation of a supply guarantee commitment letter.DefinitionA supply guarantee commitment letter refers to a written agreement issued by a supplier to the buyer. The letter outlines a supplier’s guarantee that the buyer will receive a specific amount of goods or raw materials within a specified period. The letter also specifies the penalty if the supplier fails to deliver goods as agreed.PurposeThe objective of a supply guarantee commitment letter is to build trust between the supplier and the buyer. It provides structured guidelines that guarantee the buyer continuous access to goods and raw materials regardless of any market fluctuations or disruptions such as natural disasters, pandemics or unforeseen events.The letter outlines supplier obligations and expectations for the buyer concerning orders and provides a clear legal agreement between both parties. It also establishes a reliable supply chain that fosters business continuity preventing any unnecessary downtime.BenefitsA supply guarantee commitment letter can provide the following benefits:1.Certified quality assurance - The letter guarantees that the suppliercan provide a constant flow of quality raw materials or products.2.Business continuity - The commitments in the letter ensure that thebuyer can sustain business operations even in times of market instability.3.Enhanced customer relations - The letter is a structured documentdemonstrating the seller’s obligation and reliability, building trust and fostering good business relations between both parties.ConclusionIn conclusion, the ongoing pandemic has made it essential for organizations to secure their supply chains. The best measure towards achieving this is the implementation of a Supply Guarantee Commitment Letter. It ensures that all parties involved in the supply chain operate at optimal levels. By prioritizing this letter, businesses can guarantee a continuous flow of raw materials and goods, resulting in sustainable business practices.。
签订合同用语This is our contract. Please read it carefully before signing.这是我们的合同。
请仔细阅读后再签字。
We have reached an agreement on all the terms. So there shouldn’t be any problem for the contract.我们对各项条款意见都一致了。
合同应当没什么问题了。
May we once more remind you that the contract should be cancelled by one month notice.请允许我们再次提醒您,双方应在取消合同一个月前进行通知。
We’ll have the contract ready tomorrow. It’s been good working with you. Thanks again.我们明天就可以把合同准备好。
合作愉快,再次感谢。
商务公关:产品信息公司与客户对话时通过一问一答的方式,客户对于产品的规格、使用寿命、售后服务、折扣等等有了较详细的了解、为日后订货打好了基础。
A: Ah, yes, this is the model I was interested in.啊,是的,这就是我感兴趣的那种样式。
B: I should be very happy to give you any further information you need on it.我很乐意提供您所需要的关于它的进一步的信息。
A: Yes, what are the specifications?好的,都有哪些规格呢?B: If I may refer you to page eight of the brochure, you'll find all the specifications there.如果您看一下手册的第8页,就会在那儿找到所有的规格。
This Contract Agreement (the "Agreement") is made and entered into as of [Date], by and between [Full Legal Name of Party A], a [Type of Entity] ("Party A"), and [Full Legal Name of Party B], a [Type of Entity] ("Party B"), collectively referred to as the "Parties".RecitalsWHEREAS, Party A is engaged in the business of [describe the nature of Party A's business], and Party B desires to engage in such business with Party A; andWHEREAS, the Parties wish to establish a mutually beneficial business relationship that will facilitate the exchange of goods, services, or other consideration; andWHEREAS, the Parties have agreed upon the following terms and conditions for such relationship.1. Scope of Agreement1.1. The scope of this Agreement shall encompass the supply of [describe the goods or services to be provided] ("Goods/Services") by Party A to Party B, in accordance with the terms and conditions set forth herein.1.2. The Parties agree that this Agreement shall not apply to any transactions or activities that are not specifically referenced or contemplated herein.2. Terms of Sale2.1. Pricing: The price for the Goods/Services shall be as set forth in Exhibit A attached hereto, which is incorporated herein by reference.All prices are subject to change upon [specify conditions under which prices may change, e.g., market conditions, inflation].2.2. Payment Terms: Payment for the Goods/Services shall be made in accordance with the payment terms set forth in Exhibit B attached hereto, which is incorporated herein by reference. Failure to comply with the payment terms may result in late fees and other remedies as provided by law.2.3. Delivery: Party A shall deliver the Goods/Services to Party B at [specify delivery location or address]. Delivery shall be made in accordance with the delivery schedule set forth in Exhibit C attached hereto, which is incorporated herein by reference.3. Intellectual Property3.1. Party A retains all right, title, and interest in and to the intellectual property rights associated with the Goods/Services, including but not limited to patents, copyrights, trademarks, and trade secrets.3.2. Party B shall not acquire any intellectual property rights in the Goods/Services except as expressly granted by Party A in writing.4. Warranties and Liability4.1. Party A warrants that the Goods/Services will conform to the specifications set forth in Exhibit A attached hereto and will be free from defects in materials and workmanship for a period of [specify warranty duration].4.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.4.3. IN NO EVENT SHALL PARTY A BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.5. Termination5.1. This Agreement may be terminated by either Party upon [specify notice period] days' written notice to the other Party.5.2. In the event of termination, the Parties shall cooperate to ensurea smooth transition of any ongoing transactions or obligations.6. Governing Law and Dispute Resolution6.1. This Agreement shall be governed by and construed in accordance with the laws of [specify jurisdiction].6.2. Any disputes arising out of or in connection with this Agreement shall be resolved through [specify dispute resolution mechanism, e.g., mediation, arbitration, litigation].7. Miscellaneous7.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.7.2. Any amendment。
Corporate presentation 2010Bilfinger Berger AG, MannheimOverview of output volume and order situation Group 2008 – 2009 (in € million)Output volumeOrders receivedOrder backlog-3%+8%+10% 11,704 10,64910,74210,40311,129 10,314200820092008200920082009Corporate presentation 2010 Page 2Output volume by region 2009AustraliaGermany€ 10,403 million Asia Africa North America Rest of EuropeCorporate presentation 2010 Page 3Net profit 2008 – 2009 (in € million)20082009EBIT Net interest result Earnings before taxes Taxes on income and earnings Earnings after taxes Minority interst Net profit298 -15 283 -79 204 -4 200250 -36 214 -71 143 -3 140Corporate presentation 2010 Page 4Business segmentsBilfinger Berger AGIndustrial ServicesPower ServicesBuilding and Facility ServicesConstructionConcessionsCorporate presentation 2010 Page 5Overview of output volume and order situation Q1 2010 (in € million)Business segmentOutput volume 03/2010∆ in % +20 +15 -16 -16Orders received 03/2010 785 286 735 277 39∆ in % +26 -6 +5 -43Order backlog 03/2010 2,332 1,198 2,443 2,895 73∆ in % +41 +2 +4 -10Output volume 2009 2,249 1,017 2,529 1,938 -6Industrial Services Power Services Building and Facility Services Construction Consolidation, other Continuing operations660 260 490 352 11 1,77302,12208,941+67,727All figures presented here reflect the Group‘s continuing operations. Key figures for Bilfinger Berger Australia, which is to be sold, are are no longer included in the reporting segments, but are disclosed as discontinued operations.Corporate presentation 2010 Page 6EBIT by business segment Q1 2010 (in € million)03/2010 Industrial Services Power Services Building and Facility Services Construction Concessions Konsolidierung, Sonstiges Continuing operations 27 17 6 -1 4 -4 4903/2009 24 14 3 -16 2 -4 23∆ in % +13 +21 +1002009 118 73 58 -73+10014 -17+113173All figures presented here reflect the Group‘s continuing operations. Key figures for Bilfinger Berger Australia, which is to be sold, are are no longer included in the reporting segments, but are disclosed as discontinued operations.Corporate presentation 2010 Page 7Primary focus of Industrial ServicesLeading service provider for the process industry in Europe and North America Services for the repair and maintenance of industrial plants Combining design, management and execution competences to provide clients with complete fullservice solutionsCorporate presentation 2010 Page 8Key figures Industrial Services Q1 2010 (in € million)03/2010 Output volume Orders received Order backlog Capital expenditure on P, P&E EBIT 660 785 2,332 12 2703/2009 549 623 1,654 9 24∆ in % +20 +26 +41 +33 +132009 2,249 2,402 2,040 49 118Corporate presentation 2010 Page 9Norsk Hydro Aluminum Plant, Karmoy, NorwayClient Norsk Hydro Volume € 50 million p.a. Period 2009 – 2014Exclusive framework agreement for maintenance servicesCorporate presentation 2010 Page 10TRM Total Raffinerie, LeunaClient TRM Total Raffinerie Mitteldeutschland GmbH Volume € 12 million p.a. Period since 2004 Framework agreement for maintenance works in the following trades Mechanical engineering Plant technology EMSR Scaffolding Insulation and corrosion protectionCorporate presentation 2010 Page 11Offshore Drilling Platform, KazakhstanClient Aker Egersund Volume € 80 million Period 2005 – 2009Engineering Manufacture and assembly of process and supply equipment Insulation works and corrosion protectionCorporate presentation 2010 Page 12Hydroelectric Power Plant, Cleuson-Dixence, SwitzerlandClient Energy Department, Wallis Canton Volume € 77 million Period 2006 – 2009Over 4-kilometer long pressure tunnel reinforcement Internal pressure of up to 200 bar 12,800 tons of pipingCorporate presentation 2010 Page 13Primary focus of Power ServicesLifecycle services for power plants: manufacture of components, repair, maintenance, inspection and spare parts service Measures for service life extensions, modernization, efficiency improvements and rehabilitation of power plants Market leader in the manufacture of highpressure piping systems Boiler technology, piping systems, energy and environmental technology as well as machinery engineeringCorporate presentation 2010 Page 14Key figures Power Services Q1 2010 (in € million)03/2010 Output volume Orders received Order backlog Capital expenditure on P, P&E EBIT 260 286 1,198 6 1703/2009 227 305 1,179 4 14∆ in % +15 -6 +2 +50 +212009 1,017 1,024 1,137 28 73Corporate presentation 2010 Page 15Max-Planck Institute, Garching and Greifswald, GermanyClient Max-Planck Institut IPP Volume € 43 million Period 1998 – 2009Manufacture and delivery of 50 non-planar superconducting magnetic coils Manufacture and delivery of trim coilsCorporate presentation 2010 Page 16Mills for the Voerde Power Plant, GermanyClient Kraftwerk Voerde Volume € 20 million Period 2008 – 2009Switching 2 power plant blocks (750 MW each) to imported coal Installation of 2 new mills, 8 separators and 2,500 m coal dust pipingCorporate presentation 2010 Page 17Power Plant Boxberg, GermanyClient Vattenfall Europe Generation Volume € 70 million Period 2005 – 2011Design, inspection and service: Coal handling and ash removal Flue gas desulfurization plants Piping and tanks Steam boilerCorporate presentation 2010 Page 18Nuclear Power Plant Olkiluoto 3, FinlandClient Areva and Siemens Volume € 250 million Period 2005 – 2010Construction of a 1,600 MW nuclear power plant Supply and assembly of primary and secondary piping systems, containment liner, airlocks, pool lining and special cranesCorporate presentation 2010 Page 19MAN Ferrostaal, Trinidad and VenezuelaClient MAN Ferrostaal Volume € 12 million Period 2007 – 2009Six heat exchangers for ammoniac plant Up to 4 meters in diameter and 26 meters longCorporate presentation 2010 Page 20Primary focus of Building and Facility ServicesA full range of real-estate related services: Building and industrial construction Technical, commercial and infrastructural facility services Design and turnkey construction as well as a comprehensive range of services including consulting, development, financing, maintenance and operation Pioneer in the field of energy-conscious, resource efficient construction Construction-related servicesCorporate presentation 2010 Page 21Key figures Building and Facility Services Q1 2010 (in € million)03/2010 Output volume Orders received Order backlog Capital expenditure on P, P&E EBIT 490 735 2,443 2 603/2009 582 701 2,348 3 3∆ in % -16 +5 +4 -33 +1002009 2,529 2,481 2,181 17 58Corporate presentation 2010 Page 22Justice Center Chemnitz, GermanyClient Projekt- und Betriebsgesellschaft Justizzentrum Chemnitz mbH Construction volume € 25 million Construction period 09/2006 – 12/2008Saxony‘s first PPP project in the building sector Awarded the PPP Innovation Prize 2007 Awarded the German Seal of Approval for Sustainable ConstructionCorporate presentation 2010 Page 23Sonnenstein Castle, Pirna, GermanyClient District of Saxon Switzerland Construction volume € 32 million Construction period 04/2010 – 11/2011Design, modernization and expansion, financing and operation as district administration PPP modelCorporate presentation 2010 Page 24 SeiteNational Assembly, Abuja, NigeriaClient Federal Capital Development Authority (FCDA) Construction volume € 260 million Construction period 2005 – 2010Two flanking turnkey office and administration buildings added to the existing National Assembly Construction of congress center with auditorium for 1,400 people, clinic, restaurant and libraryCorporate presentation 2010 Page 25Asset and Property ManagementAssets under Management € 21 billion Managed space 19 million m² Asset Management Fund management and asset management Investment management Real-estate consulting Real-estate work out Property Management Real-estate management Center management Rental management FM and energy consulting Construction and project managementCorporate presentation 2010 Page 26Water Screening Systems, MexicoClient Water authority, Conagua Period 2007 – 2012Water screening systems Six water screening systems for for sewer dimensions up to 6 meters wide and 30 meters deep Flow rate capacity 60,000 cubic meters per hour and screening systemCorporate presentation 2010 Page 27Primary focus of ConstructionDesign and construction of major infrastructure projects Bundled expertise in specialist units such as bridge construction, tunneling, foundation engineering and technologyCorporate presentation 2010 Page 28Key figures Construction Q1 2010 (in € million)03/2010 Output volume Orders received Order backlogCapital expenditure on P, P&E03/2009 417 489 3,217 6 -16∆ in % -16 -43 -10 -172009 1,938 1,749 2,962 38 -73352 277 2,895 5 -1EBITCorporate presentation 2010 Page 29St. Gotthard Basis Tunnel, SwitzerlandClient Alp Transit Gotthard AG Construction volume € 740 million Construction period 2002 – 2010Six-kilometer long core component of the Gotthard Basis Tunnel near Sedrun 57 kilometers total length Construction supplied via two 800-meter deep vertical tunnelsCorporate presentation 2010 Page 30M6 Highway, Phase 3 Dunaujvaros – Szekszard, HungaryClient SPC M6 Tolna Konzorcium Construction volume € 440 million Construction period 2008 – 2010 (20 months)PPP project Construction of a 65-kilometer long motorway section 30-year operating periodCorporate presentation 2010 Page 31Windpark London Array, EnglandClient Dong Energy, E.ON and Masdar Construction volume € 400 million Construction period 2009 – 2012Construction of the foundations for 175 wind turbines and two transformer stations 20 – 35 kilometers from the coast Monopiles up to 60 meters in lengthCorporate presentation 2010 Page 32Escravos Gas-to-Liquids (EGTL), NigeriaClient KBR/Snamprogetti Construction volume € 301 million Construction period 2006 – 2011Construction of the infrastructure for a Gas-to-Liquids (GTL) plant Reduction of gas flaringCorporate presentation 2010 Page 33Primary focus of ConcessionsDelivery and operation of social and transport infrastructure on the basis of long-term concession contracts as private partner to the public sectorCorporate presentation 2010 Page 34Key figures Concessions Q1 2010 (quantity / in € million)03/2010 Projects in portfolio thereof, under construction Committed equity thereof, paid-in EBIT 27 9 364 167 403/2009 25 14 334 118 22009 26 8 340 140 14Corporate presentation 2010 Page 35Golden Ears Bridge, British Columbia, CanadaConcessionaire TransLink, Canada Project volume € 800 million Start of operations 2009 Concession period 32 years 1 km long bridge over the Fraser River 3 km elevated highway 9 km associated roads in the greater Vancouver areaCorporate presentation 2010 Page 36M80 Motorway, ScotlandConcessionaire Scottish Ministry of Transport Project volume € 352 million Start of concession 2011 Concession period 30 years Widening of a 10-kilometer long motorway section to six lanes 8 kilometers of new construction 7 motorway junctions and about 60 civil engineering structuresCorporate presentation 2010 Page 37Cancer Therapy Center, Kiel, GermanyConcessionaire Federal State of Schleswig-Holstein Project volume € 260 million Start of operations 2012 Concession period 25 years Therapy center for the treatment of cancer with high energy particle radiationCorporate presentation 2010 Page 38Burg correctional facility, GermanyConcessionaire Federal State of Sachsen-Anhalt Project volume € 100 million Start of operations 2009 Concession period 25 years Correctional facility with room for 658 inmatesCorporate presentation 2010 Page 39Key figures discontinued operations Bilfinger Berger Australia, Q1 2010 (in € million)03/2010 Output volume Orders received Order backlog Capital expenditure on P, P&E EBIT 677 877 3,839 4 3003/2009 641 602 2,550 6 20∆ in % +6 +46 +51 -33 +502009 2,676 3,433 3,342 27 77Corporate presentation 2010 Page 40Gateway Bridge, Brisbane, AustraliaClient Queensland Motorways Construction volume € 800 million Construction period 2006 – 2011New bridge over the Brisbane River and modernization of the existing bridge 12 lanes Length 1,630 meters, span 260 metersCorporate presentation 2010 Page 41。
采购合同甲方:乙方:2012年01月01 日目录前言 (3)第一章合同双方的权利与义务 (3)第二章工业产权 (4)第三章产品责任 (4)第四章变更与异常 (5)第五章保密 (5)第六章违约责任 (5)第七章不可抗力 (6)第八章合同期限 (6)第九章仲裁 (6)附件一产品前期开发与试制附件二物流协议附件三价格协议附件四奖罚协议附件五付款协议附件六阳光协议附件七质保协议前言本合同于 2012 年 01 月 01 日在----签订。
签约一方为:----------(以下简称甲方),该公司是一家依据中国法律存在的法人实体,其住所为:------------------。
签约另一方为: ------------------(以下简称乙方),是一家依据中国法律存在的法人实体,其住所为: ----------------------- 。
鉴于甲方拟与乙方签订长期供货合同, 考虑到合法利益的有效保障,双方一致同意以下条款,签订本合同。
本合同是甲方与乙方建立配套合作关系的基础框架性文件,是规范和确定甲、乙双方在合同履行过程中应有的权利和所须承担的责任的书面规定。
本合同共包括九个部分的内容及八项协议附件。
一,合同双方的权力与义务二,工业产权三,产品责任四,变更与异常五,保密六,违约责任七,不可抗力八,合同期限九,仲裁附属协议本合同的各附属协议,一经合同双方签署生效后,视为本合同的延续和不可分割的部分,列为本合同的附件一、二、三……附件一、开发协议附件二、物流协议附件三、价格协议附件四、奖罚协议附件五、付款协议附件六、阳光协议附件七、质量协议附件八、技术协议第一章:合同双方的权力与义务1. 甲方的权力、责任与义务包括但不限于:●有权要求乙方按照双方相关协议约定的技术、质量标准、数量、包装、时间、地点、服务等供应协议零部件;●甲方有权根据生产计划的变更以及合同零部件的供货质量、时间进度执行情况及售后服务质量等条件对乙方进行定期或不定期考核,根据考核结果对其供货数量、种类以及配套资格进行相应调整,以至取消配套资格;●如出现因乙方的过错导致的产品责任时,有权要求乙方赔偿因上述产品责任而造成的经济损失;●应当按照协议约定向乙方支付货款;●应当按协议约定承担保密义务;●协议约定的其它权利与义务。
This Contract Supplementary Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Full Legal Name of Party A], a [Legal Entity Type] incorporated under the laws of [Jurisdiction], with its principal place of business located at [Address] (hereinafter referred to as “Party A”) and [Full Legal Name of Party B], a [Legal Entity Type] incorporated under the laws of [Jurisdiction], with its principal place of business located at [Address] (hereinafter referred to as “Party B”) (collectively, the “Parties”).WHEREAS, the Parties have entered into a Contract (the “Contract”) dated [Date], between Party A and Party B, regarding the [describe the subject matter of the Contract, e.g., supply of goods, provision of services, etc.] (the “Subject Matter”); andWHEREAS, the Parties wish to amend, modify, or supplement certain provisions of the Contract; andWHEREAS, the Parties believe that it is in their mutual interest to set forth the following additional terms and conditions.1. Amendment of the ContractThe Parties hereby agree to the following amendments to the Contract:a. Term ExtensionThe term of the Contract, as originally set forth in Section 3.1 of the Contract, is hereby extended from [Original End Date] to [New End Date]. The extended term shall be subject to the same terms and conditions as those originally agreed upon in the Contract.b. Payment TermsSection 4.2 of the Contract, which pertains to payment terms, is hereby amended to include the following additional payment method:(i) Party B shall be entitled to receive payments by wire transfer toits designated account, in addition to the payment methods previously agreed upon.The new payment terms shall be as follows:(i) All payments shall be made within [Number of Days] days of the receipt of the invoice from Party A.(ii) Wire transfer fees shall be borne by Party B.c. Intellectual Property RightsSection 6.2 of the Contract, which deals with intellectual property rights, is hereby amended to clarify the ownership of certainintellectual property:(i) All intellectual property rights created or developed by Party A in the course of performing its obligations under the Contract shall remain the sole property of Party A.(ii) Party B shall obtain a non-exclusive, royalty-free license to use such intellectual property for the purposes of the Contract.2. ConfidentialityThe Parties agree to the following additional terms regarding confidentiality:(i) The Parties acknowledge that during the course of the Contract, they may have access to confidential information of the other Party.(ii) The Parties agree to maintain the confidentiality of such information and not to disclose it to any third party without the prior written consent of the other Party.(iii) The obligations of confidentiality shall survive the termination or expiration of the Contract.3. Governing Law and Dispute ResolutionThe Parties agree to the following additional terms regarding governing law and dispute resolution:(i) This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].(ii) Any disputes arising out of or in connection with this Agreement shall be resolved through mediation, and if mediation fails, through arbitration in accordance with the rules of the [Arbitration Institution].4. MiscellaneousThe following provisions shall apply to this Agreement:(i) This Agreement constitutes a binding supplement to the Contract and is hereby incorporated into the Contract by this reference.(ii) Any amendment or modification of this Agreement shall be in writing and executed by both Parties.(iii) This Agreement may not be assigned by either Party without the prior written consent of the other Party.(iv) If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.IN WIT。
英文合同注意事项:1、本合同用英文和中文两种文字写成,一式四份。
双方执英文本和中文本各一式两份,两种文字具有同等效力。
The contract is made out in English and Chinese languages in quadruplicate, both texts being equally authentic, and each Party shall hold two copies of each text.2、本合同由双方代表于1999年12月9日签订。
合同签订后,由各方分别向本国政府当局申请批准,以最后一方的批准日期为本合同的生效日期,双方应力争在60天内获得批准,用电传通知对方,并用信件确认。
若本合同自签字之日起,6个月仍不能生效,双方有权解除本合同。
This contract is signed by the authorized representatives of both parties on Dec. 9, 1999. After signing the contract, both parties shall apply to their respective Government Authorities for ratification. The date of ratification last obtained shall be taken as the effective date of the Contract. Both parties shall exert their utmost efforts to obtain the ratification within 60 days and shall advise the other party by telex and thereafter send a registered letter for confirmation.3、本合同有效期从合同生效之日算起共10年,有效期满后,本合同自动失效。
ABB ABB Electrical Machines Ltd. 3BCN896009A0009
Issued by Department: Date: Language: Revision: Page: Sourcing Dep 2005-11-15 Chinese/English - 0(44)
供货协议 供方 和 ABB高压电机有限公司
Supply Agreement between Supplier and ABB Electrical Machines Ltd. ___________________________________________________________________________________________________ 供货协议 ABB高压电机有限公司与供应商
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目录: 1. 协议双方及目的 3 2. 协议内容 3 3. 技术合作与文件 5 4. 有害物质 5 5. 保密性 5 6. 所有权、版权及协议有效期间产生的文件和结果的再利用 7 7. 第三方知识产权侵犯 7 8. 产品和过程更改程序 9 9. 定价 9 10. 物流, 预测与准时交货 11 11. 付款期限 11 12. 质量要求 13 13. 环境保护 13 14. 质量保证/担保 13 15. 备件/售后 15 16. 寄存设备 15 17. 协议期限及终止 17 18. 不可抗力 17 19. 争议及适用法律 17 20. 责任和保险 17 21. 责任限制 19 22. 产品的终结 19 23. 范围 19 附件1 23 附件2 25 附件3 27 附件4 29 附件5 31 ___________________________________________________________________________________________________ Supply Agreement ABB Electrical Machines Ltd. VS Supplier
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Contents: 1. Parties and Purpose of the Supply Agreement 4 2. Contents of the Agreement 4 3. Technical Collaboration and Documentation 6 4. Hazardous Materials 6 5. Confidentiality 6 6. Property Rights, Copyrights and Exploitation of Documents and Results Created During the Term of Agreement 8
7. Violation of the Intellectual Property Rights of Third Parties 8 8. Product and Process Change Procedure 10 9. Pricing 10 10. Logistics Issues, Forecasting and On-time Delivery 12 11. Term of Payment 12 12. Quality Requirements 14 13. Environmental Aspects 144 14. Warranty / Guarantee 144 15. Spare Parts / After Sales 166 16. Consigned Equipment 166 17. Term and Termination of the Agreement 188 18. Force Majeure 188 19. Disputes and Applicable Law 188 20. Liability and Insurance 20 21. Limitation of Liability 20 22. End of Product Life 20 23. Scope 20 Annex 1 24 Annex 2 26 Annex 3 28 Annex 4 30 Annex 5 32 ___________________________________________________________________________________________________ 供货协议 ABB高压电机有限公司与供应商
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1. 协议双方及目的 本协议由供方(以下称“供方”)和ABB 高压电机有限公司(以下称“买方”)共同订立。为使所有ABB公司最大限度地受益,双方同意,通过向买方和供方提交一份声明其愿意遵守本协议条款的书面通知(附件1),所有其它ABB公司均有权按本协议规定的条款向供方购买产品和服务,如同他们是本协议的买方一样。已选择参加本协议的任何ABB公司均可退出本协议,但必须提前一百八十(180)天将其终止意向书面通知买方和供方。买方和供方同意上述 ABB公司的退出不 影响本协议的有效性。买方进一步告知供方并且供方已明确:只有买方,而不是任何其它ABB签约者,有权按本协议第十七条“协议期限及终止”的规定延长或终止本协议。
供方同意将本协议适用于买方给供方的书面通知中所指定的所有承包方。除非供方在上述通知后二十(20)天内向买方发出书面通知,指出本协议的某些条款不适用于该承包方或必须经过修改才适用,应视为本协议不经变更或修改即可适用于该承包方。这种变更或修改须经买方和供方达成协议,并且,一旦达成协议,修改内容即成为本协议的组成部分。其后,通过提前24小时通知供方,买方有权就买方项目对供方开给指定承包方的发票进行核查。
本协议的覆盖范围为列于附件2的材料。买方有权自行更新附件2。本协议自动覆盖供方和买方之间所有其它现存的和将来的业务事项,除非另有书面协议。
本协议的宗旨是供应材料,并通过长期的合作,降低双方的成本,提高产品质量,缩短整个供货环节的周期并提高双方的市场地位。
基于相互信任与合作,双方签订本协议。 因此,本协议仅涉及双方合作的重要事项,并不涵盖这种合作的所有方面。 2. 协议内容
供方承担向买方,包括按上述第一条规定表明参加意向并按本协议下达订单的各ABB公司供货的义务。 ___________________________________________________________________________________________________ Supply Agreement ABB Electrical Machines Ltd. VS Supplier
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1. Parties and Purpose of the Supply Agreement This Agreement is entered into by Supplier (hereinafter “Supplier”) and ABB Electrical Machines Ltd. (hereinafter “Buyer”). This Agreement shall be to the benefit of any and all of the ABB companies and it is understood by the parties that all ABB companies shall be entitled to purchase goods and services from the Supplier on the terms and conditions set out in this Agreement as if they were Buyer hereunder by providing a written notice (Annex 1) to Buyer and Supplier stating its individual election to abide by the terms of the Agreement. Any ABB company who has elected to participate may terminate its participation by giving Buyer and Supplier one hundred and eighty (180) days prior written notice of its intention to do so, it being understood between Buyer and Supplier that such termination by such ABB company shall have no effect on the validity of the Agreement. Supplier is further advised and acknowledges receipt of such advice from Buyer that only Buyer, not any other ABB signatory, shall have the authority to extend or terminate this Agreement pursuant to Article 17 Term and Termination of the Agreement of the Agreement.
Supplier agrees to make this Agreement available to all Contractors designated by Buyer by written notice to Supplier. Unless Buyer receives written notice from Supplier no later than twenty (20) days from the date of Buyer’s notice specifying which terms of this Agreement shall not apply to such Contractor or that certain terms must be modified in order to apply, the Agreement will be deemed to apply to such Contractor without change or amendment. Any such modification or amendment must be mutually agreed upon by Buyer and Supplier, and once so agreed such amendments shall be incorporated into this Agreement. Thereafter, Buyer reserves the right to audit Supplier invoices to designated Contractors with regard to Buyer items upon 24-hour notification to Supplier.