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국제법률연구원은 한국 변호사님들의 외국인 소송을 돕기 위해 국가별 외국어 <ㅡ> 한국어 법률전문 통역 번역을 제공하고 있습니다. 비밀유지를 조건으로 저렴한 비용으로 아래 서비스를 제공하고 있습니다.
International Contract Review(국제계약 검토), Negotiation(협상), Mediation(조정), Arbitration(중재), Adjudication(쟁의심판), Litigation(소송), Antitrust and Competition(독점금지 및 경쟁), Discovery(증거조사) - Interlocutory(질문서) - Deposition(증인들에 대한 변호사 심문) - Field investigation and Attendance investigation(현장조사 출석조사), Subpoena duces tecum(Submission order 자료제출명령), Leniency Program(자진신고자감면), Fair Trade Commission Examination report, Power conferences and subcommittees(공정거래위원회 심사보고서에 대한 의견, 전원회의 및 소회) 변론, Unfair joint act administrative litigation(부당공정회의 행정소송), Prosecution investigation and criminal litigation, civil litigation(검찰수사, 형사소송, 민사소송), Torts(불법행위) - Punitive damage(징벌적 손해배상) - Compensatory damage(피해보상), Challenge for cause(정당한 이유가 있는 배심 기피) - Peremptory challenge(무이유부 배심 기피), Oobjection(이의신청), 화해(Sattlement)
아래는 주문자의 요구로 주문자의 상표를 부착하여 판매할 상품을 제작하는 업체인 Original Equipment Manufacturer(OEM)과 공급계약을 체결하는 OEM SUPPLY AGREEMENT 계약서 샘플입니다. (한국은 Original Equipment Manufacturing(OEM) : 주문자 상표 부착 생산, 위탁생산이라고 함)
OEM 공급계약은 높은 인건비로 가격경쟁력이 낮아진 선진국의 글로벌 업체들이 인건비가 저렴한 후진국에 설계도를 주어 제품을 생산하고 자기 브랜드를 붙여 생산과 유통을 분리하는 경우에 자주 사용합니다. OEM은 완성품을 받기도 하지만 부품만 공급 받기도 합니다. (예. 자동차 부품, 반도체 칩 등).
OEM SUPPLY AGREEMENT
This Agreement made and entered into this 일자 day of 월 , 연도 by and between 바이어 회사 Company, Ltd., a corporation organized and existing under the laws of 바이어 회사 소재 국가명 , with its principal office at 바이어 회사 주소 , (hereinafter referred to as “Buyer”), and 셀러 회사 Corp, a corporation organized and existing under the laws of the 셀러 회사 소재 국명, with its principal office at 셀러 회사 주소, the Republic of Korea (hereinafter referred to as “Seller”)
WITNESSETH :
WHEREAS, Buyer wishes Seller to manufacture and sell the Products as hereinbelow defined and wishes to purchase such Products from Seller; and
WHEREAS, Seller is willing to manufacture and sell the Products for Buyer on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
Article 1. Definitions
The following terms as used in this Agreement shall have the meanings set forth below;
1.1 “Contract Period” shall mean (계약기간 1년,2년,3년 등) years.
1.2 “Contract Year” shall mean the period commencing on the date of this Agreement and having a duration of one year ; and thereafter the period commencing in each subsequent year on the corresponding date, having a duration of one year.
1.3 “Products” shall mean , Spare Parts, and any other goods sold under this Agreement, substantially stipulated in Exhibit A attached hereto.
1.4 “Spare Parts” shall mean any or all parts and/or components assembled or incorporated in the Products.
1.5 “Subsidiary” shall mean any corporation of which a party beneficially owns 50% or more of the voting stock, or any corporation or other business entity otherwise controlled directly or indirectly.
Article 2. Purpose of this Agreement
Under the terms and conditions of this Agreement, Seller agrees to manufacture and sell to Buyer and Buyer agrees to purchase from Seller, the Products as specified in the specification of the Products previously submitted to Seller by Buyer and herein agreed to by the parties hereto (hereinafter referred to as the “Specification”), a copy of which is annexed as Exhibit A hereto and incorporated herein by this reference.
Article 3. Price and Delivery of the Products
3.1 The price of the Products shall be as specified in Exhibit B, and may be amended (yearly) by mutual agreement.
3.2 The Products shall be delivered and priced F.O.B. , INCOTERMS 2010 (하단의 * 인코텀스 설명 참고). Title to the Products, the risk of loss or damage to the Products, and the duty to insure, shall pass to Buyer when the Products have passed the ship’s rail at the named port of shipment, or when the Products have been delivered into the charge of the air carrier or its agent or any other person at the named airport of departure, or when the Products are moved into Seller’s storage pursuant to Article 4.4 hereof.
Article 4. Orders, Shipment, Payments and Licenses
4.1 Buyer shall issue to Seller its order for the Products to be delivered during the initial Contract Year, subject to acceptance by Seller, together with a non-binding estimate of orders for the Products to be delivered during the next Contract Year.
4.2 If Seller notifies Buyer of its acceptance of an order placed by Buyer, the Products shall be deemed purchased and the order shall be binding upon Buyer.
4.3 Seller shall notify Buyer of each expected shipment date at lest ( 몇 일 이내에) days before shipment, and shall ship the Products ordered by Buyer.
4.4 If at any time Buyer requests delay in delivery of any shipment and, Seller agrees to the request, Seller may store the Products upon completion of manufacture and charge to Buyer all expense thereby incurred, plus reasonable storage charges when Seller stores the Products in its own facilities.
4.5 Seller shall supply normal packing for underdeck export shipment, container shipment or air freight, as may be applicable. Special packing will be provided only if agreed to in writing by Seller and will be at Buyer’s expenses.
4.6 Payment for the Products from Buyer shall be made by irrevocable letter of credit in a form and substance acceptable to Seller issued by a reputable international bank acceptable to Seller. The first letter of credit to be opened by Buyer shall cover quantities of Products ordered for the initial Contract Year, so that Seller may import appropriate stocks of raw materials in advance to meet the delivery time for Buyer. Thereafter Seller shall be notified by Buyer of the issuance of the letter of credit at least (몇 일 이내에) days prior to each shipment of the Products.
4.7 Seller, at its expense, will obtain all necessary permits or licenses to export the Products from the country of shipment. Any permits or licenses as may be required for Buyer to import the Products into other countries shall be the responsibility of Buyer; however, the obligation of Buyer shall not be waived or relieved by the delay, failure to renew or cancellation of any such license or permit.
4.8 Customs duties, taxes and similar charges which may be imposed by the country of shipment shall be borne by Seller. Customs duties, taxes and similar charges which may occur in Buyer’s country or elsewhere in the world shall be paid by Buyer and any such costs prepaid by Seller shall be invoiced to Buyer.
Article 5. Minimum Purchase Quantity
5.1 Buyer irrevocably guarantees that it will purchase from Seller the Products in the quantities specified in Exhibit C during the first Contract Year.
5.2 The Parties hereto shall mutually agree upon the minimum purchase quantity at least ( 몇 개월 ) month(s) before the beginning of each subsequent Contract Year. In the event that Buyer and Seller fail to agree, the minimum purchase quantity for the next Contract Year shall be deemed to be the same as the then applicable minimum purchases quantity.
Article 6. Spare Parts
6.1 Seller shall supply to Buyer Spare parts for the Products so long as Buyer continues to purchase the Products pursuant to the terms and conditions of this Agreement and for ( 몇 년) yeas(s) after the last shipment of the Products to Buyer.
6.2 The price for Spare Parts shall be set forth in the price list in Exhibit D. Price list may be changed by Seller at the end of each calendar year.
6.3 Buyer may purchase standard spare parts from Seller’s suppliers directly by prior written consent of Seller.
Article 7. Inspection and Warranty
7.1 Seller shall perform an inspection of each shipment of the Products prior to shipment, in Korea at the expense of Buyer, in accordance with shipping inspection standards as determined by agreement of Buyer and Seller, and Buyer may attend such inspection. If any shipment of the Product fails to meet the shipment inspection standards, Seller shall withhold such shipment and repair the failing shipment promptly. If Seller cannot effectively repair such shipment within (몇 일 이내에) days Buyer may cancel the order of such shipment.
7.2 Buyer may perform sampling tests on each shipment of the Products, provided that such sampling tests shall be completed within (몇 일 이내에) days after Seller has noticed to Buyer that the Products are ready for shipment.
7.3 Seller warrants that each Product sold by Seller shall be free from defect in material and workmanship for (개월) months from the date of shipment.
The extent of Seller’s liability under this warranty shall be limited to the repair or replacement as herein provided of any defective products or parts with Products or parts free from defect.
7.4 In the event of a breach of such warranty, Seller shall be liable for repairing the Products or furnishing to Buyer replacement of defective part, within ( 몇 개월 이내에) months after Buyer notifies thereof. Seller shall bear the costs for repairing the Products and for all necessary replacement parts, freight, insurance and other expenses in repairing the Products and furnishing such replacement parts to Buyer. However, Seller’s obligation hereunder is conditioned upon the submission to Seller by Buyer of a satisfactory service report which specifies the defect.
If practicable and at Seller’s request, the defective Products shall be returned as promptly as is feasible either to Seller’s factory or to some other place mutually agreeable to Seller and Buyer.
7.5 With a written consent from Seller, Buyer may undertake to repair defective Products. At Buyer’s request, Seller shall furnish to Buyer technical information required to repair defective Products.
7.6 All claims for error, damages, defects, shortages and non-conformities in any shipment discovered by reasonable inspection shall be made in writing to Seller within thirty (30) days after receipt. Failure to make such claim within such period shall constitute acceptance of the shipment and agreement that such shipment full complies with applicable terms and conditions.
7.7 Any claim arising under this Article shall be settled by amicable cooperation between Buyer and Seller in the best possible way to minimize or avoid unnecessary expense and time.
7.8 THE WARRANTY PROVIDED IN THIS ARTICLE AND THE OBLIGATIONS OF Seller HEREUNDER ARE IN LIEU OF, AND BUYER HEREBY WAIVES, ANY OR ALL OTHER WARRANTIES, GUARANTIES, CONDITIONS, OR LIABLITIES, EXPERSS OR IMPLIED, ARISING BY THIS AGREEMENT OR OTHEREWISE (INCLUDING, WITHOUT LIMITAITON, ANY OBLIGATION OF Seller WITH RESPECT TO CONSEQUENTIAL DAMAGES) AND WHETHER OR NOT OCCASIONED BY LEG’S NEGLIGENCE AND SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE PARTIES HERETO, PROVIDED THAT IN THE EVENT THE PROVISION RELIEVING Seller FROM THE LIABILITY FOR ITS NEGLIGENCE SHOULD FOR ANY REASON BE HELD INEFFECTIVE, THE REMAINDER OF THIS ARTICLE SHALL STILL REMAIN IN FULL FORCE AND EFFECT.
Article 8. Change of the Products
8.1 The specification may be amended from time to time by written agreement of the parties hereto which shall set forth in detail any changes in design of the Products, and Buyer shall bear any cost or expense resulting from such changes.
8.2 The specification also may be revised by Seller with Buyer’s consent, which shall not be unreasonably withheld, to incorporate development changes where such changes do not adversely affect the price, delivery, guaranteed performance of the Products, interchangeability or replace ability requirements under such specification or make unusable or obsolete any Products previously delivered to Buyer pursuant to this Agreement.
8.3 If at any time during the term of this Agreement Seller or Buyer discovers or comes into possession of any improvements or further inventions relation to the Products or their design, manufacture, use or sale, such improvements or further inventions shall be exclusively owned by Seller and shall not be used or disclosed by Buyer, any of its subsidiaries or parent corporations without prior written consent of Seller.
Article 9. Indemnity against Patent Infringement
Buyer agrees to save and hold Seller harmless from all claims, demand, proceeding, suits and actions and costs, including without limitation, reasonable fees and disbursements of counsel, arising out of or in connection with, any infringement of industrial property rights, whether actually alleged or not, against Buyer or Seller by reason of manufacture, use, sale distribution or disposition in Buyer’s country or elsewhere in the world of Products sold to Buyer hereunder, under the laws of any country in which such Products may be made, used or sold.
Article 10. Excusable Delay
10.1 Seller shall not be liable for, or be deemed to be in default for, delay of or failure in delivery or performance of any other act under this Agreement due, directly or indirectly, to any of the following cause ;
acts of God or the public enemies, civil war, insurrection or riot, fires, floods, explosions, earth quakes or serious accident, epidemics or quarantine restrictions, any act of government or any other civil or military authority, allocation regulations or orders affecting materials, facilities or completed equipment, strikes, labor troubles causing cessation, slowdown or interruption of work, inability after due and timely diligence to procure materials, accessories, equipment or parts, or transportation, or due to any other cause to the extent it is beyond Seller’s reasonable control or not occasioned by Seller’s fault or negligence.
10.2 Promptly upon the occurrence of any event hereunder which may result in all delay in the delivery of Products, Seller shall give notice thereof to Buyer, which notice shall identify such occurrence and specify the period of delay which may reasonably be expected to result therefrom.
10.3 Any delay resulting from any such cause shall extend delivery dates to the extent caused thereby and Buyer shall reimburse Seller for its additional costs and expenses resulting from such delay.
Article 11. Limitation of Liability
11.1 Seller shall not be liable for any loss or damage caused by Buyer or other parties arising out of or in connection with any delay in Seller’s performance, or the inability to use the Products, or any defect or nonconformity therein.
In no case shall Seller be liable to Buyer in this Agreement, expressed or implied warranty, negligence or any other tort for loss or damage to property or loss of use thereof, increased or additional costs or expenses incurred by Buyer, claims of any kind by Buyer’s customers or other third parties.
In no event shall Seller be liable to Buyer under this Agreement or otherwise for any lost profits or loss of business or for indirect or incidental, consequential or special loss or damage.
The rights and remedies under Article 7 constitute Buyer’s sole remedies and Seller’s sole and exclusive liability against Buyer.
11.2 Buyer shall at all times during the term hereof and years after the expiration or termination of this Agreement maintain product liability insurance covering all Products sold by Seller to Buyer at its expense in aggregate limits of (US$ ) and at least (US$ ) per occurrence, which policies shall name Seller as an additional insured. Buyer shall furnish Seller with a copy of a certificate of insurance evidencing the aforesaid coverage.
Article 12. Disclosure of Information
Any information, suggestions or ideas transmitted by either party in connection with performance of this Agreement are to be regarded as secret or submitted in confidence. Except as may be otherwise provided by a written agreement signed by the authorized representatives of the parties, nether party nor any officers, director, partner, agent or employee of a party, any of its subsidiaries or parent or sister corporations shall disclose any such information to any third party or to the public.
Article 13. Term and Termination
13.1 This Agreement shall continue in full force and effect for (1년수) year(s) commencing on the date of this Agreement and shall be automatically extended for each successive Contract Year(s) thereafter, unless either party shall give to the other at least (개월) month(s) prior written notice of its intention to terminate this Agreement upon the expiration of the Contract Period.
13.2 In case either party shall breach or default in the effective performance in any of the terms, conditions, covenant, or agreements contained in this Agreement, the other party may give to such beaching or defaulting party a written notice of such default, and if such beaching or defaulting party dose not effect an adequate cure thereof within (몇 일 이내에) day after the date of dispatch of said notice, the aggrieved party may terminate this Agreement by dispatching a termination notice. Such termination shall be effective upon the expiration of such (몇 일 ) day’s grace period or upon such later date specified in such notice. Despite such termination, the defaulting party shall be and remain liable to aggrieved party as to damages or loss resulting from such default, subject to the provisions of Articles 7, 9 and 11 hereof.
13.3 This Agreement may be terminated immediately by either party upon occurrence of any of the following events :
(a) Insolvency of the other party or filing by or against the other party of voluntary or involuntary petition in bankruptcy or for corporate reorganization or for any similar relief or the execution of an assignment by the other party for the benefit of creditors or appointment of a receiver of the other party for any reason.
(b) The other party’s voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.
13.4 The termination of this Agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this Agreement.
Article 14. Notice and Other Communications
14.1 Except as either party may herein after notify the other party in writing with respect to itself, the addresses of the parties for the purpose of this Agreement shall be:
Buyer Telephone No.:
Fax No./ Email:
Address:
Seller Telephone No.:
Fax No./ Email:
Address:
14.2 All orders, policies, reports, payments and communications pursuant hereto are to be delivered to the intended receiving party by hand or by facsimile, or by airmail, postage prepaid, to the address provided in Article 14.1 hereof, and shall be deemed delivered when handed or mailed to the intended receiving party.
Article 15. Severability
This Agreement is intended to be valid and effective throughout the world and, to the extent permissible under applicable law, shall be construed in a manner to avoid violation of or invalidity under any applicable law. Should any provision hereof nevertheless be or become invalid, illegal or unenforceable under any applicable law, the other provisions hereof shall not be affected, and to the extend permissible under applicable law, any such invalid, illegal or unenforceable provision shall be deemed amended lawfully to conform to the intent of the parties.
Article 16. Arbitration
Any and all disputes, claims or differences arising out of or relating to this Agreement or the alleged breach thereto shall be settled by mutual consultation between the parties in good faith as promptly as possible, but failing such amicable settlement, shall be submitted to arbitration. The arbitration may then be held in the country of the party against whom the arbitration proceedings is instituted.
The arbitration may be applied to the 상사중재원 국가명 Commercial Arbitration Board at the place most convenient to Seller when Buyer institutes the arbitration proceeding. The arbitration may be applied to the 상사중재원 국가명 Commercial Arbitration Association at the office more convenient to Buyer when Seller institutes the arbitration proceeding. The decision and awards of the arbitration shall be final and binding upon the parties hereto.
Article 17. Governing Law
The validity, construction and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the 국가명.
Article 18. Non-Assignability
Neither party shall assign this Agreement nor any rights hereunder to any third parties without the prior written consent of the other party. Notwithstanding anything herein contained to the contrary, it is understood and agreed that Products to be manufactured by Seller for Buyer hereunder may be so manufactured by one or more subsidiaries of Seller located within or outside of 국가명.
Article 19. Entire Agreement and Modification
19.1 This Agreement constitutes the entire understanding of the parties relating to the subject hereof and supersedes all other previous agreement and understandings, whether written or oral.
19.2 This Agreement may be amended or modified only in writing signed by the duly authorized representatives of the respective parties.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed in duplicate in English, as of the date first above written, by its duly authorized representative.
Buyer Seller
By : By :
Name : Name :
Title : Title :
1. Exhibit A
2. Exhibit B
3. Exhibit C
4. Exhibit D
* Incoterms 설명.
Under the Incoterms 2010 standard published by the International Chamber of Commerce, FOB is only used in sea freight and stands for "Free On Board".
The term is always used in conjunction with a port of loading.
Indicating "FOB port" means that the seller pays for transportation of the goods to the port of shipment, plus loading costs.
The buyer pays the cost of marine freight transport, insurance, unloading, and transportation from the arrival port to the final destination.
The passing of risks occurs when the goods are loaded on board at the port of shipment. For example, "FOB Vancouver" indicates that the seller will pay for transportation of the goods to the port of Vancouver, and the cost of loading the goods on to the cargo ship (this includes inland haulage, customs clearance, origin documentation charges, demurrage if any, origin port handling charges, in this case Vancouver).
The buyer pays for all costs beyond that point, including unloading. Responsibility for the goods is with the seller until the goods are loaded on board the ship.
Once the cargo is on board, the buyer assumes the risk.
The use of "FOB" originated in the days of sailing ships.
When the ICC first wrote their guidelines for the use of the term in 1936, the ship's rail was still relevant, as goods were often passed over the rail by hand. In 1954, in the case of Pyrene Co. Ltd. v. Scindia Steam Navigation Co. Ltd., Justice Devlin, ruling on a matter relating to liability under an FOB contract, described the situation thus:
{Only the most enthusiastic lawyer could watch with satisfaction the spectacle of liabilities shifting uneasily as the cargo sways at the end of a derrick across a notional perpendicular projecting from the ship's rail.}
In the modern era of containerization, the term "ship's rail" is somewhat archaic for trade purposes, as with a sealed shipping container there is no way of establishing when damage occurred after the container has been sealed. The standards have noted this. Incoterms 1990 stated,
{When the ship's rail serves no practical purpose, such as in the case of roll-on/roll-off or container traffic, the FCA term is more appropriate to use.}
Incoterms 2000 adopted the wording,
{If the parties do not intend to deliver the goods across the ship's rail, the FCA term should be used.}
The phrase passing the ship's rail is no longer in use, having been dropped from the FOB Incoterm in the 2010 revision.
Due to potential confusion with domestic North American usage of "FOB", it is recommended that the use of Incoterms be explicitly specified, along with the edition of the standard. For example, "FOB New York (Incoterms 2000)". Incoterms apply to both international trade and domestic trade, as of the 2010 revision.
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