sales-agreement

1. SHIPMENT – DELIVERY

    1) Time of shipment:

         a. For 1st order: 25 working days after Golden Sample confirmation & after 30% deposit received

         b. For repeat order: 25 working days after 30% deposit received

    2) Port of Loading : Hong Kong

    3) Destination port : ???

    4) Noticed of shipment : maximum within 2 working days after shipment, Seller shall notify Buyer the following details: Details including name of goods, specification, quantity of goods shipped,cartons’ number, net weight / gross weight.

    NO : PMP -00 DATE: 09-08-2011

2. SHIPMENT DELAY

     If any problem at Seller`s side, which causes shipment delayed within certain duration during which market price of the products has dropped. Therefore the price should be re- negotiate in order to avoid problem in selling the product at the Buyer’s side. If any problem at Buyer’s side, which cause shipment delayed within certain duration during which market price of the products has dropped. The Seller’s side will not take on related responsibilities.

3.TRADE MARK
  • 1) Buyer undertakes to hold harmless, indemnify Seller and its subsidiaries against any and all claims, allegations, damages, costs, expenses, fees, or compensation arising out of the use of trade mark.

  • 2) In case that the use of Trademark by the Seller and its subsidiaries is infringing or possible to infringe the legal rights of the third party they are entitled to, voluntary or under the order of the competent authority or court, immediately cease on the date of their awareness of the infringement or possibility of the infringement the manufacture or supply of any products under the Trademark without any liability to Seller. Buyer shall indemnify Seller for all products or materials prepared and purchased therefore at the purchased price prior to the date of this termination and all damages incurred by the Seller therefore.

4.EXCLUSIVITY

     If buyer requested to be the exclusivity and both buyer and seller reach consensus, seller agrees that during the valid term of this agreement, Buyer has the exclusive right of the products as described in clause 1 for buyers location market.

5.PRODUCTS
  • The products will be manufactured and inspected according to the Seller`s standard with specification which has been approved by Buyer as attached.

  • The Seller must consistently supply the components of products on the condition and term mutually agreed in the Sales Contract. Any changes to the parts or components of products must be informed to the Buyer in advance to get approval.

  • The products will supplied in CBU.

  • The Seller should give advance information about product life time.

5-1 ) CUSTOMIZATION ITEM

  • agrees to provide customization items requested by Buyer ,including :

  • Software customization:

  • Hardware customization:

  • Detail customization requirement is attached.

  • Buyer will do testing and approval for the new samples. After samples approved by buyer, Seller can arrange mass production.

5-2 ) DEVELOPMENT STAGES AND GOLDEN SAMPLES:

  • Within one week after received samples from Seller, Buyer should send the testing report.

  • Seller should solve the major technical issues which are found during testing , to ensure Buyer that the products will not have major problem in future.

  • Buyer will send all the list of customization to Seller to get confirmation that Seller can do all customization required by buyer. After both Seller and buyer confirmed that all major technical issues has been solved, and Seller confirm can do all customization required by Buyer, both of them should sign agreement for this . After the agreement is signed by both side, Buyer will release PO and arrange T / T deposit to Seller.

  • Seller will continue to do all customization requirement for hardware and software in accordance to List of customization from Buyer.

  • Seller will prepare Golden Samples based on specification and customization requirement agreed by both side, as a reference for mass production. Minimum quantity _for Golden samples are 2 pieces.

  • Buyer will check and do approval for the Golden samples. To do this approval, buyer can send the Golden samples to Seller, or if necessary, buyer can send engineer to do approval at Seller`s side.

  • Buyer and Seller should sign the approved Golden samples.

  • Each Buyer and Seller should keep at least 1 units of Golden sample, to be used as a reference for Mass production at Seller`s side.

6.QUALITY INSPECTION
  • To ensure the product`s quality, the Buyer should arrange production and pre-shipment inspection. For the first production and pre-shipment, Buyer can send their own team to do the inspection. For second order on ward, Buyer will inform Seller whether to use their own inspector or the third party inspector.

  • Seller has to inform Buyer regarding mass production schedule enable the Buyer to arrange their inspector.

  • Buyer and seller has to define standard of acceptance quality level of the products

  • Goods are only shipped after they are inspected and approved by buyer.

  • In case of Buyer can not send the inspector, Buyer has to inform Seller to arrange mass production according to the standard acceptance quality level.

  • The Seller must consistently supply the products with the same component as agreed by Buyer before. Any changes in component used in the products, should be informed to Buyer in advance, to get confirmation or re approval.

7.WARRANTY TERM
  • The Seller will give 12 months warranty to Buyer, counted from the date of shipment.

  • Within warranty period , if Buyer find any defect product from the field the buyer can not repaired, the buyer can send the defective product to Seller to be repaired at Seller`s side, then send back to Buyer. Repair time to shipment will need two weeks maximum.

  • In case of Buyer will do repair by them self and most of the products have the same problems, Buyer should inform to Seller about the defective parts, then Seller will send the replacement for defective parts to buyer.

  • Seller will inform whether Buyer need to send back the defective parts or not.

  • Shipping cost for defective parts from Buyer to Seller will be under Buyer`s responsibility, and shipping cost for the replacement parts from Seller to Buyer will be under Seller`s responsibility.

8.CLAIM
  • Seller sent the goods to HK, after that, seller do not take the responsibility for the phone. Buyer have sent the inspector to sellers factory to testing the goods, seller must be cooperate to finish all the work with the buyer.

9.AFTER SALES SERVICE

1) The Seller should provide Buyer list of easy broken parts of the products and

2) Send the quotation of the easy broken parts to the Buyer with reasonable price.

3) In case of the products will be discontinued, Seller should advice Buyer in advance and allow Buyer to place last order for the spare parts.

4) The Seller should provide below technical documents :

  • Schematic diagram

  • Assembling drawing

  • Service manual

  • User manual

  • Detailed specification of key components

  • BOM List of easy broken parts

5) The Seller should provide Buyer software burning tools to upgrade software

6) If necessary, Seller should send their engineer, to solve the problems or to give technical training for after sales service.

10.PRE-SHIPMENT INSPECTION
  • In order to meet buyer’s Government Customs regulation, every importation in CBU format has to be inspected by legal inspector before shipment.
  • Buyer will arrange international legal inspector to do pre-shipment inspection at Seller`s side.

  • Buyer will inform Seller in advance the appointed legal inspector in China, who will do the pre-shipment inspection.

  • Seller has to contact the appointed legal inspector in China before start Mass production , in order to ensure that surveyor will come to inspect their goods once mass production are finished.

11.EPIDEMIC FAILURE

     In case of epidemic failure or manufacturing failure ( out of specification ) and other damages caused by improper packing of the goods from Seller to Buyer (which is already proven by both side ) , Seller will send the new products for replacement to Buyer Free of Charge . In this case, Seller will replace 100% rejected products caused by epidemic failure and handle shipping cost.

12.FORCE MAJEUR
  • Neither party shall be held responsible for delay or failure or performance of obligation due to generally recognized “ Forced Majeur “ causes such as : strikes , fires, flood, earthquakes or any law ,rule, or regulations or any government authority or other conditions beyond its control which can not be predicted.

  • In such case, the Seller shall immediately advise Buyer the Force Majeur case and send a Certificate of the accident issued by the Competent Government Authority / Chamber of Commerce to the Buyer within 5 days after the accident. If Force Majeure last over 60 days, the Seller and the Buyer have the right to cancel this contract.

13.ARBITRATION

     All disputes arising from or in connection with the contract shall be submitted to HONGKONG International Arbitration Center at HONGKONG.

14.GENERAL CONDITIONS
  • During performing of this contract, if any of the relating parties amend and / or alter this Contract in any means and to any extent, which causes the amended or altered contract to be in conflict with the stipulation / provisions of this contract, this contract shall prevail. Meanwhile, all the agreement and / or understandings entered by the Buyer and the Seller shall not be binding unless the duly authorized representative of the Seller sign the agreement and / or understanding personally or sign the notices of entering into effect .

  • In witness whereof, this contract has already been executed by the representatives of both parties respectively at the aforementioned date and is in duplicate.

  • Each party shall hold one of the contract, and the contract shall enter into effect when the Seller has completed the approval formalities and notify the Buyer in writing within one month after the execution.