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| 국제법 연구자료 ㅡ 디자인설계공급설치계약 Design, Supply and Installat Agreement |
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| 작성자 |
관리자 |
작성일 |
2020-07-01 04:40:20 |
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| 홈페이지 |
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첨부파일 |
첨부파일 없음 |
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국제계약 중에서 디자인 설계, 공급 및 설치 계약에 대해 알아 봅니다.
디자인과 장비를 판매하고 유료용역을 제공하는 내용에서 용어의 정의들을 규정해야 하고, (즉, "작업”, “현장”, “내부디자인(첨부 B에 규정되어 있는)", “장비”, “내부작업”, “예비 검사”, “인테리어 확인”, “중간 검사”, “시운전”, “최종검사 확인서”, “A/S” 등) 그리고 장비를 인도할 때 INCOTERMS 2020에 따른 CIF 조건으로 모든 위험과 권리는 장비가 선적항에서 선박의 난간을 통과 하는 때에 을에게 이양된다는 사실, 장비의 수입절차는 을이 수행하고 비용을 부담하고, 시운전 및 최종검사 확인서를 발행하고, 대금지불방법을 정하고, 운용 및 유지 교육을 실시하고, A/S, 작업의 변경(서면으로 통지 및 승인시)에 대해 자세히 작성해야 합니다.
또한 비밀유지(know-how, 매뉴얼, A/S 정보는 계약종료후 5년간), 면책사항(인명피해 또는 재산손실, 예상 claim과 피해를 커버하는 보험부보), 계약해지, 불가항력(천재지변, 자연재해, 법, 전쟁, 소요, 장비의 고장 등), 분쟁해결에 대해서도 자세히 작성해야 합니다.
아래의 영문계약서 샘플을 참고바랍니다.
sample of AGREEMENT FOR DESIGN, SUPPLY AND INSTALLATION
BY AND BETWEEN
A Provider (_________) AND B Owner (__________)
( 일 ), ( 월 ), ( 연도 )
This Agreement made and entered into on this ( 일 ) day of ( 월 ), ( 연도 ) by and between A. ____, having its principal office at ( 주소, in 도시, 곡가명 ) (“Provider”) and B. ____, having its principal office at ( 주소, in 도시, 국가명) (“Owner”),
WITNESSTH
Whereas, Owner wishes to purchase certain equipment and designs from Provider for establishing _______________ ; and
Whereas, Provider wishes to supply Owner with the equipment and designs including installation of the equipment necessary for _____________ ;
Now, therefore, in consideration of the premises and mutual covenants of both parties herein contained, both parties agree as follows :
1. DEFINITION
1.1 “Work” shall mean the designs and installation for ________________.
1.2 “Site” shall mean ________ in _________ .
1.3 “Interior Design” shall mean design and layout to be provided by Provider to Owner such as work, blueprint, drawing and otherwise stipulated in Exhibit B which enables Owner to perform Interior Work for ( 작업할 건물명 ).
1.4 “Equipment” shall mean all the items specified in Exhibit A.
1.5 “Interior Work” shall mean the work to be performed by Owner for the preparations of installation of Equipment in accordance with the design provided by Provider.
1.6 “Pre-Inspection” shall mean the inspection for the Interior Design performed by Owner’s interior expert(s) who will check whether they can put the designs to be made by Provider into practice properly in science hall in Site.
1.7 “Confirmation for Interior” shall mean Provider’s personnel’s written confirmation on whether Interior Work has prerequisite for the installation of Equipment.
1.8 “Interim Inspection” shall mean an inspection to be proceeded by Owner for ( ) Equipment in ( 수출선적전 시험검사 지역, 국가명 ) before the shipment of Equipment. Owner shall inspect that the software edited by Provider shall be in conformity with ( 시험검사 비교품명 ). Owner shall give Provider final confirmation on Equipment, which is regarded as Interim Inspection.
1.9 “Test Run” shall mean the first test operation to check out the mechanical and electrical operating functions for Equipment after completing Installation.
1.10 “Final Inspection Certificate” shall mean a certificate to be issued by Owner after successful Test Run of Equipment.
1.11 “A/S” shall mean after sales services by Provider after completion of installation.
2. Work
Provider shall complete designs for Interior Work within thirty(30) days from the signing date of this Agreement and shall manufacture Equipment within ninety(90) days from the signing date of this Agreement. In the course of making designs of Provider in Korea, Owner shall dispatch its personnel at its own costs to the place designated by Provider, in Korea for Pre-Inspection. The minimum period of stay for Owner’s personnel shall be ten(10) days. After the completion of inspection for the design by the Owner’s personnel, Owner shall issue the certificate of inspection for the design to Provider. Upon production of Equipment, Owner shall dispatch its personnel to the place designated by Provider at its own costs to carry out inspection of Equipment before shipment of Equipment. If Equipment pass the inspection, Owner shall issue the certificate of Interim Inspection to Provider for the shipment of Equipment.
3. Interior Work
Owner shall initiate Interior Works on completion of designs for Interior Work at its own costs and responsibility.
4. Confirmation for Interior Work
Provider shall perform inspection in Site at its own costs and shall confirm on Interior
Work before the delivery of Equipment if Provider is satisfied with Interior Work. In case that Provider finds any technical problem or needs to change Interior Work for the installation, Owner shall, at its own costs, adjust Interior Work promptly.
5. Delivery of Equipment
Provider shall deliver Equipment after completion of Interior Work on CIF(____) basis in accordance with INCOTERMS 2020. All the risks and titles shall be transferred by Provider to Owner when Equipment pass ship’s rail at the loading port.
(* 인코텀즈 2020에 대한 자세한 정보확인은 여기 https://iccwbo.org
또는
https://iccwbo.org/resources-for-business/incoterms-rules )
6. Import Process and Inland Transportation
All the process for the import of Equipment shall be made by Owner and all the charges, taxes and other expenses to be incurred in shall be borne by Owner. Inland transportation for Equipment from ( 수취인의 책임이 사작되는 물품도착 항구명 ) port to Site shall be carried out by Owner in a safe manner. All the risks and responsibility in respect of inland transportation shall be taken by Owner. Provider shall perform on-site inspection for Equipment to check whether or not any damages occur to Equipment during inland transportation.
7. Installation of Equipment
Upon checking a site inspection for Equipment stipulated in Article 6 and confirmation on Interior Work, Provider shall start the installation of Equipment.
8. Test Run and Final Inspection Certificate
During the installation, Provider shall perform Test Run. The period of installation and Test Run shall not exceed thirty(30) days in total from the starting date of installation. After successful installation and Test Run, Owner shall issue Final Inspection Certificate to Provider within three(3) days after completion of installation and Test Run.
9. Payment
The total price for designs, Equipment and installation paid by Owner to Provider shall be ( 금액 ). The payment shall be made by Owner to Provider as follows ;
1) Payment for Advance
( 금액 ) shall be paid by Owner to Provider by telegraphic transfer within one(1) week after execution of this Agreement. Payment payable under this Agreement shall be net remittance amount transferable to Provider. Any charges, fees, expenses, taxes that occur in ____ shall be borne by Owner. The bank details for the remittance of Owner are as follows ;
은행명 Bank name :
계좌번호 Account number :
은행주소 Address :
수취인입금자명 Beneficiary’s name :
2) Payment for Balance
- ( 금액 ) shall be paid by Owner to Provider by an irrevocable at sight letter of credit in favor of Provider. The letter of credit shall be issued by ( 은행명, 지점명 ) and on terms and conditions acceptable to Provider. The letter of credit shall include partial negotiation clause as hereunder.
- ( 금액 ) shall be withdrawn upon presentation of airway bill of lading for package of design with commercial invoice after shipment of package of design.
- ( 금액 ) shall be withdrawn upon presentation of ocean bill of lading for Equipment with commercial invoice after shipment of Equipment.
- ( 금액 ) shall be finally withdrawn upon presentation of Final Inspection Certificate with commercial invoice after successful Test Run of Equipment.
10. Information for Operation and Maintenance
During the installation, information about Work shall be supplied by Provider to Owner at no additional charge when Owner requests Provider to. For the operation of Equipment, Provider shall provide Owner’s personnel with training during the installation of Equipment in Site. For the maintenance of Equipment, Provider shall supply Owner’s personnel with training for maintenance in ( 사용 국가명 ) free of charge. However, the costs for round tickets, living expenses and accommodation shall be borne by Owner. The training for maintenance shall be given to two(2) persons of Owner at same time and shall not exceed a week in any event.
11. A/S
Provider shall guarantee the A/S for ( A/S 보증기간 6개월, 12개월, 60개월 등 ) after completion of Test Run and provide the letter of guarantee to Owner in order to guarantee the A/S. Owner, in any event, shall not claim against Provider for the compensation based on the mechanical problem or defect of Equipment, except the guarantee under this A/S clause. During the term of guarantee for the A/S, if Owner finds that Equipment has mechanical problem or defect during the operation of Equipment, Owner may ask Provider to repair or replace any parts of Work and Provider shall, at its own discretion, dispatch its technical personnel to Site for A/S. Provider shall not be liable for any mechanical problem or defect on Equipment caused by Owner such as, but not limited to, improper operation and maintenance of Equipment.
The payments for the A/S shall be paid by Owner to Provider on case-by-case basis. The remuneration for A/S shall be (금액 USD/EURO) per man-day, 8 hours a day. The disbursement for meal, hotel and transportation including round trips for air travel shall be borne by Owner. The spare parts required for A/S shall be provided to Owner by Provider at Owner’s costs. The price for the spare parts which will be paid by Owner to Provider apart from the remuneration shall be fixed from time to time based on mutual agreement between the parties.
12. Change Work
If at any time Provider believes that it is necessary and appropriate for Owner to change Work in the course of pursuing Work, Provider shall notify Owner thereof in writing and Owner shall approve the change. If Owner approves, Owner shall pay to Provider reasonable costs necessary to change Work. In case Provider think that Provider need additional time for Work, production of Equipment or installation, Provider shall request Owner to extend the relevant schedule and Owner shall approve the request but the extension shall not exceed seven(7) days in total.
13. Confidentiality
Any information in respect of Work, Equipment, tests, know-how of operation and maintenance of Equipment, written manual and A/S which are given from Provider to Owner shall not be disclosed by Owner to any third parties during this Agreement and five(5) years thereafter. Owner does not have any rights to do business such as establishment of science hall which will be competitive to Provider using the information given to Owner.
14. Indemnity
Owner shall indemnify Provider and hold Provider harmless from and against, and shall defend against, any claims and damages of every kind for injury to or death of any person or persons and for damage to or loss of property, arising out of operations of Equipment in Site. In order for Owner to prevent aforesaid claims or damages, Owner shall insure appropriate insurance for covering the potential claims and damages.
15. Termination
In the event any party breaches any clause of this Agreement and the breach is not cured within seven(7) days upon written notice for cure by affected party, this Agreement may be terminated by the affected party.
16. Force Majeure
None of the parties is responsible for failure or delay in performance of its obligation under this Agreement, to the extent caused by Force Majeure, an event, circumstance, or legal position beyond the party’s control, including without any way limiting the generality thereof :
Act of God, flood or other natural disaster, laws, war, civil commotion, facility or equipment failure or another cause of similar effect.
17. Dispute
Any disputes arising from this Agreement shall be settled amicably by negotiation of both parties. In case that both parties do not reach an agreement, the dispute shall be settled in a court of (국가명). The decision of (국가명) court shall bind upon both parties. This Agreement shall be governed under the laws of (국가명).
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.
On behalf of _______ On behalf of _______
By : By :
Name : Name :
Title : Title :
1. Exhibit A
2. Exhibit B
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