OEM계약서 양식

[dkchoi]

OEM Agreement 양식   OEM Agreement This Agreement, made and entered into as of this __th day of ___, 1999 by and between [ OOOOOO ], a corporation existing under the law of [ OOOOO ] having its principal address at [ OOOOOOOOOOOOOOOOOOOO ] (hereinafter referred to as “Buyer”) and [ OOOOOO ], a corporation duly organized and existing under the laws of [ OOOOO ] and having its principal office of business at [ OOOOOOOOOOOOOOOOOOOO ] (hereinafter referred to as “Seller”) . WHEREAS, Buyer is willing to purchase Products, the details of which are defined in this Agreement) from Seller and Seller is also willing to provide those Products to Buyer with the terms and conditions hereinafter set forth. WHEREAS, Buyer and Seller are willing to define the terms and conditions of this business through this Agreement. NOW, THEREFORE, in consideration of the mutual premises, covenants and stipulation herein contained, both parties agree as follows: Article 1. PRODUCTS  Products in this Agreement shall mean [OOOOOO] with [Buyer’s brand] supplied by the Seller. The specifications of the Products shall be defined in the [Attachment I] of this Agreement. Article 2. PRICE & QUANTITY 2.1.  The price of the Products shall be U$[OOO.OO] on the basis of [C.I.F.], any port of Korea. 2.2.  The total order quantity of Products purchased by Buyer from Seller shall be [수량] for one year, which will be delivered as described in the Article 5. 2.3.  In the event that actual order quantity of the Buyer is less than the confirmed order quantity for any given month, the Buyer shall pay to the Seller a penalty of [숫자] % for each Products that comprises the shortfall. Article 3. WARRANTY  The Seller warrants that Products delivered to Buyer to be free from defects in materials and workmanship for a period of [숫자] year(s) from the date of delivery to Buyer. In the event that defective Products are returned to Buyer during the warranty period, Buyer will, at its option, repair or replace such Products for its customer. In the event that Products are repaired by Buyer, Buyer shall receive a credit from Seller, depending on the work performed, as set forth on the Products repair pricing schedule attached hereto as Exhibit E. The above warranty is in lieu of other warranties, express or implied, with respect to the Goods, including implied warranties of merchantability or fitness for a particular purpose. In no event shall the Seller be liable for any lost profits or for special, indirect or consequential damages. Article 4. PAYMENT  The Buyer shall pay for the Products to Seller by [an irrevocable Letter of Credit payable at sight] issued by [OOOO] bank in [OOOOO] covering the purchase price of the Products set forth on Exhibit C hereto, in United States Dollars. Article 5. PURCHASE ORDER 5. 1.  Confirmed Order During the term of this Agreement, Buyer shall give three (3) months confirmed order to Seller by every three months on every first day of the month. This order shall not be changed. 5. 2.  Forecasting Order During the term of this Agreement, Buyer shall give three months forecasting order to Seller no later than six (6) months prior to the shipment. This order can be changed until five (5) months prior to the shipping date. 5. 3.  Schedule for purchase order In accordance with the term of Article 1. 1 & 1.2, Buyer hereby agrees to give Seller the purchase order as follows: [OOOOOOOOOOOOOOO] 5. 4.  Acceptance of purchase order Within Seven (7) business days of receipt of purchase order from the Buyer, the Seller shall forward to the Buyer written acknowledgement of acceptance of that purchase order. Any purchase order not acknowledged by the Seller within seven(7) days period, shall be deemed accepted. 5.5.  Rejection of purchase order Seller may reject the order within seven (7) days period of the Seller’s actual receipt if it is not in conformance with the terms and conditions of this Agreement or otherwise imposes unreasonable or likely unattainable commercial terms on the Seller. Article 6. INSPECTION  Buyer shall perform an incoming inspection test on each unit of the Products delivered by the Seller hereunder within [OO] days of receipt thereof, and shall be entitled to reject any of the Products which fail to pass the incoming inspection test. Article 7. DELIVERY 7.1.  Delivery date means the date which the Products are delivered to the place designated by Buyer. 7.2.  Seller shall deliver the Products to Busan port or other port in Korea designated by Seller in accordance with the purchase order from the Buyer. 7.3.  Seller shall advise Buyer promptly upon Seller’s realization that it will be unable to meet any agreed delivery date for the Products and further advise Buyer of the anticipated delayed delivery date. Article 8. CONFIDENTIALITY  All the information acquired by one party from others shall be treated as confidential and shall not be used otherwise than for the purpose of this project. Confidential information shall not include any information which: (1) is in the possession of or already known to the Seller, (2) is disclosed to Seller having no obligation to Buyer to keep the information in confidence, (3) is independently developed by the Seller, (4) is or becomes publicly known through no fault of the Seller, or (5) is required to be disclosed by governmental authorities or law. Article 9. PRODUCT LIABILITY  Seller shall assume any and all liabilities and responsibilities for the loss or damages to the property or the injury or the death of a person arising out of or resulting from the Products supplied by the Seller, and shall indemnify Buyer against any allegations, claims, actions which Seller or a third party may have against the Buyer. Article 10. SIMILAR PRODUCTS  The Seller shall not sell the Products which are similar to Buyer branded products to other customers without prior written consent of the Buyer. Article 11. SUBCONTRACTOR  If the Seller subcontracts its obligations under this Agreement, the Seller shall obtain Buyer’s prior written consent and the Seller and its subcontractor shall be jointly liable for any obligations under this Agreement. Article 12. TERM AND TERMINATION 12.1.  This Agreement shall be effective on the date first above written and shall, unless earlier terminated pursuant to Article 16 hereof, continue for an initial term of one(1) year. 12.2.  Thereafter, unless earlier terminated pursuant to Article 16 hereof, this Agreement shall be automatically extended for additional periods agreed between the Buyer and the Seller. Article 13. NOTICE  Unless written designation of a different address is filed with the other party hereto, all notices required to be given hereunder shall be deemed to have been properly given on the date of receipt thereof, if in writing and delivered personally, or sent by fax, registered mail, or certified mail, addressed as follows: To the Buyer To the Seller Address Name/Title Tel. Number Fax Number Article 14. FORCE MAJEURE  Neither party shall be liable in any manner of failure to perform or delay in performing all or any part of this Agreement which is directly or indirectly due to any cause or circumstances beyond its control including, without limitation, acts of God, fire, flood, storms, earthquake, typhoon, tidal wave, plague, or other epidemics, governmental laws, orders, regulations, sanctions, or restrictions, war, armed conflict, or the serious threat of the same, hostilities, mobilization, blockade, embargo, detention, revolution, riot, lockout, strike, or other labor dispute, unavailability of transportation or severe economic dislocation. Article 15. GOVERNING LAW  This agreement shall be governed by and construed in accordance with the laws of [OOOOO]. Article 16. ARBITRATION  All disputes, controversies or differences which may arise between or among any of the parties hereto, out of, in relation to or in connection with this Agreement, or for the breach thereof, will be resolved amicably through negotiations. In case such disputes, controversies or differences is not able to be settled amicably through negotiations , they shall be finally settled by arbitration in [OOOOO] if initiated by the Buyer, and in [OOOOO] if initiated by the Seller pursuant to the rules of Arbitration and Conciliation of International Chamber of Commerce. The award rendered by arbitrators(s) shall be final and binding upon both parties hereto. Article 17. SERVERABILITY  If any provision of this Agreement is declared or found to be illegal, unenforceable or void the parties shall negotiate in good faith to agree upon a substitute provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law. Article 18. WAIVER  The failure or delay of either party to exercise any right under this Agreement may not be construed as a waiver of that right, and no waiver of any term or condition of this Agreement shall be valid or binding on either party unless set forth in writing singed by such party. Article 19. NO ASSAIGNMENT  Neither party may assign or delegate its rights or obligations hereunder without the prior written consent of the other party, except in the case of a transfer of ownership or control of all or substantially all of its assets to which this Agreement pertains. No assignments or delegations by either party other than those set forth herein shall be permitted, and any such attempted assignment by either party in violation of this Article shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Article 20. AMENDMENT  This Agreement shall be amended only by a written instrument signed by duly authorized representatives of both parties and expressly stating that it is an amendment of this Agreement. Article 21. ENTIRE AGREMENT  This Agreement constitutes the entire agreement between the parties hereto in relation to the subject matter hereof and supersedes and cancel all previous agreements, negotiations, commitments and warranties in respect thereto oral or written. This Agreement may not be released, discharged, abandoned, changed, renewed, extended, or modified in any manner except by an instrument in writing signed by a duly authorized office representatives of each of the parties hereto.  IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives on the day and year first above written.