6. IMPORT PURCHASE AGREEMENT (GENERAL )
※의 條文은 三國間仲介貿易인경우追加條項
This Agreement, made and entered into this _____ day of _____, 19 ___ , by and between KoBiZone ____ a corporation organized and existing under the laws of _____, having its registered principal office at ______, (hereinafter referred to as “Buyer” and ) (당사자명) a corporation organized and existing under the laws of (해당국가명) having its registered business office at (당사자주소) (hereinafter referred to as “Seller”)
WITNESSETH
Whereas, Buyer is engaged in domestic and foreign trade including, inter alia, the importation of (제품명) (hereinafter referred to as “Products” the details of which are defined later in this agreement) and Seller is engaged in the production and details of which are defined later in this agreement) and Seller is engaged in the production and exportation of Products; and
Whereas, Seller is willing to supply Buyer with products and Buyer is willing to purchase Products from Seller in accordance with the terms and conditions hereinafter set forth;
Now, Therefore, in consideration of the mutual premises, covenants and stipulations herein contained, Seller and Buyer agree as follows:
ARTICLE 1 SALES AND PURCHASE
1.1 Seller hereby agrees to sell and deliver to Buyer, and Buyer hereby agrees to purchase and accept Products from Seller in such quantities and under such terms and conditions as are hereinafter set forth.
ARTICLE 2 QUANTITIES
2.1 Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller the Quantity of (수량) (아라비아숫자) of Products during the period of (아라비아숫자) years(s) in accordance with the following schedule : Schedule :
Time of shipment Quantity to shipped
______
______
ARTICLE 3 QUALITY
3.1 The quality of Products to be purchased by Buyer under this agreement shall conform to the followings;
Specification :
Analysis :
3.2
※Inspection : As to quality, an authorized Buyer’s inspector’s
certificate shall be final at loading port (or landed port)
ARTICLE 4 PRICE
4.1 The quality of Products shall be ______(US $ ______) per ______on the basis of F.O. B. vessel, port of ______.
4.2 During the term of this agreement, the price of Products shall be firm and invariable and no escalation of price in case of variation of labor costs, materials or any other matters affecting the price of Products shall be applied; provided, however, that if the general market price of Products shall decline at any time during the period of this agreement of if Buyer of offered a lower price on Products of equal quality than that stated in paragraph 4.1 by any other manufacturers of Products, then Buyer, by furnishing Seller with a reasonable evidence of the same, may request Seller to reduce the price of Products to the reasonable extent.
ARTICLE 5 Payment
Payment for the price of Products purchase by Buyer shall be made in U.S. dollars by means of (L/C 종류) letter of credit which shall be established in favor off Seller at least ( ) days prior to each shipment to be executed in accordance with the schedule as specified in paragraph 2.1 Seller shall receive payment against such letter of credit upon the presentation of the following documents;
(A) Signed commercial invoices showing the basis on which such payment in calculated.
(B) A full set of negotiate, clean, on board ocean bill of lading evidencing shipment of quantity of Products corresponding with the quantity as scheduled in paragraph 2.1
(C) A certificate of origin, when so required by Buyer.
(D) Any and all other documents which Buyer may from time to time reasonably require. (Ex, Inspection certificate※3-2)
ARTICLE 6 Shipment
6.1 Ocean vessels or necessary ship’s spaces shall be arranged by Buyer at Buyer’s expense. Buyer shall submit to Seller the following shipping schedules;
(A) At least ______( ) days prior to each shipment, Buyer shall submit to Seller, a tentative shipping schedule, on the basis of which Seller shall make ready for deliveries of Products.
(B) At least ______( ) days prior to each shipment, Buyer shall submit to Seller, a final shipping schedule. Such schedule shall specify the tonnage to be loaded on board, the name of vessel, the estimated time of arrival and may other items necessary for each vessel scheduled for the said shipment.
6.2 Seller shall deliver Products on FOB basis to Buyer, Unless otherwise agreed between the parties hereto, the port of loading shall be (항구명) Title and risk to Products shall be transferred from Seller to Buyer when Products have effectively passed over the vessel’s rail at the port of loading Buyer shall have the right to order Products to be loaded at any port other than that specified above in this paragraph, provided. Buyer shall furnish Seller the notice to that effect on or ______days prior to each shipment.
6.3 Laytime for loading shall commence at 1:00 P.M. if notice of readiness is tendered to Seller before noon and at 6:00 A.M. next working day if notice is given during office hours after noon. Notice of readiness to load shall be presented by the vessel after arrival at the port of loading, whether in berth or not, during office hours, between 9:00 A.M. and 5:00 P.M. on weekdays and between 9:00 A.M. and 1:00 P.M. Saturdays.
6.4 Seller shall load Products aboard vessels at the average rate of (수량) ( ) per weather working day of twenty four(24) consecutive hours, Saturday’s afternoons Sundays and holiday in Seller’s country excepted.
6.5 Demurrage and dispatch arising at the port of loading shall be for the account of Seller provided, Seller shall not be required to pay demurrage resulting from the failure of Seller to load Products at the port of loading pursuant to loading terms provided for herein due to force majeure as defined in Article XI hereof. The rate of demurrage shall be ______( ) per day and the rate of dispatch money shall be ______( ) per day.
ARTICLE 7. Weighing, Sampling , Etc.
7.1 Weighing and sampling of Products shall be carried out by Buyer at the place or port of unloading at Buyer’s expense. The sampling may be done in the presence of Seller’s representative if Seller so desire, the results of weighing and sampling made by Buyer under the above provision shall be final and binding upon both parties.
7.2 Assaying shall be made by Buyer and Seller respectively.
The results of assaying done by Buyer and Seller shall be exchanged on a date to be agreed. Should the difference between Buyer’s and Seller’s results arise more than ______percent ( ) as to content of (성분) settlement shall be made by means of umpire assay. The umpire shall be appointed by mutual agreement between Buyer and Seller. The cost of umpire assay shall be for the account of the party whose result if further from that of the umpire.
7.3 Buyer reserves the right to reject and refuse acceptance of Products which are not in conformity with the quality as specificated in paragraph 3.1 or with Seller’s express or implied warranty, Products and accepted by Buyer shall be returned to Seller at Seller’s account and risk or disposed by Buyer at a time and price which Buyer deems reasonable. Seller shall reimburse Buyer any loss and damage incurred by Buyer due to Products which are rejected.
ARTICLE 8. Warranty
8.1 Seller represents and warrants that all Products to be sold by Seller under this agreement shall conform fully to specification, analysis and other information’s furnished to Buyer and shall be merchantable, of good material and workmanship and free from any defects and represents and warrants that all Products shall be fit and sufficient for the purpose intended by buyer and/or and users.
8.2 Seller’s warranty of the Products sold under this agreement as stated above shall be an essential condition of this agreement and any breach of the said warranty shall give Buyer the right to reject Products so affected, without prejudice to any right to damages for such breach or any other right arising from such breach of this agreement.
ARTICLE 9. Expenditure
9.1 All customs duties, taxes, fees and other charges incurred on Products and/or containers and/or documents including the certificate of origin, in the Seller’s account and responsibility.
ARTICLE 10. Default
10.1 Upon default by Seller in making shipment of Products in accordance with the provisions of this agreement, if such shall have the option of deciding the following.
(a) Buyer requests Seller to submit an availability schedules as providen in (A) above, or if such schedule, or if such schedule, when submitted, is not satisfactory to Buyer, Buyer shall have the right to refuse to accept the delayed or unshipped Products and to terminate this agreement and in that case Seller shall reimburse Buyer upon the request of Buyer the costs and expenses including but not limited to ocean freight for unused shipping space and banking charges for the letter of credit, and any other costs, expenses and damages directly and/or indirectly incurred by Buyer because of the Seller’s default.
ARTICLE 11. FORCE MAJEURE
11.1 For the purpose of this agreement, the term “Force Majeure” means any act of god, war, warlike conditions, blockade, embargoes, revolution, insurrection, mobilization, governmental direction of civil, naval of military authorities or other agencies of government, riots, civil commotion, strikes, lockouts, slowdown, sabotages or any other labour disputes, plague or other epidemics, quarantine, fire, flood, typhoon, tidal wave, lightning, explosion, or all the causes beyond the reasonable control of Seller, or Buyer, as the case may be.
11.2 Force majeure invoked by Seller shall be deemed to defer during the continuance thereof Seller’s obligation to deliver the quantities of Products. In the event Seller is unable to deliver Products due to force majeure. Buyer may as its option;
(a) Partially terminate this agreement as to the quantity of Products not delivered by reason of force majeure, in case force majeure continues for a period of more than ______( ) days, or
(b) Terminate this agreement totally, in case force majeure continues for a period of more than ______( ) days.
In case the condition of force majeure cease prior to any termination of this agreement by Buyer, whether partially or totally, seller shall upon request of Buyer promptly submit to Buyer the availability schedule for the unshipped quantities of Products, and shall ship the said unshipped quantities of Products in accordance with the shipping schedule furnished in turn by Buyer.
11.3 Force majeure invoked by Seller shall be deemed to defer during the continuance thereof Buyer’s obligation to purchase the quantity of Products. In case the condition of force majeure ceases, Buyer shall promptly submit to Seller a schedule of shipping space for the deferred quantities of Products and such quantities of Products shall be purchased by Buyer and paid for in accordance with this agreement.
ARTICLE 12. TERMINATION
Other than the cause of termination specified in this agreement, this agreement may be terminated by both parties for any of the following eventualities;
(a) In the event that either Seller or Buyer complains by written notice to the other party of a breach hereof or a default in the performance hereof and such breach or default continues for a period not less than sixty(60) days after receipt of such notice, the complaining party may terminate this agreement immediately by giving the written notice to the other party to such effect.
(b) In the event that either Seller or Buyer shall become dissolved or liquidated or be declared insolvent or bankrupt, the other party may terminate this agreement by written notice to the other party hereto.
ARTICLE 13. RIGHT AND OBLIGATION UPON TERMINATION
13.1 No termination of this agreement shall release either party from any liability or obligation which has therefore accrued and remains to be performed as of the date of such termination.
ARTICLE 14. PATENT VIOLATION
14.1 Seller shall indemnify, save harmless and defend Buyer or any of Buyer’s distributors or the users of Products from and against any and al suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorney’s fees incident to any infringement or claimed infringement of any patent or any other industrial property right now existing or hereafter issues by any country, which infringement or claimed infringement results from the normal USD and/or resale of Products; and Seller shall defend or settle at its own expense any suit, action or proceeding in which Buyer and/or Buyer’s or the users of any of Products are made defendant for such infringement.
ARTICLE 15. MISCELLANEOUS
15.1 Arbitration.
All disputes, controversies or differences arising out of or relating to this agreement, or the breach thereof, which cannot be settled by mutual accord, shall be settled by arbitration in ______in accordance with the commercial arbitration rules of ______. The award of arbitration shall be final and binding upon both -parties.
15.2 Governing Law
The validity, construction and performance of this agreement shall be governed by and in accordance with the case of.
15.3 Notice.
Any notice required or permitted to be given under this agreement by one of the parties to the other shall be given for all purposes by delivery in person, registered airmail, postage prepaid, or by telegram, address to:
(A) As to Seller at _____ or at such address as Seller shall have furnished in writing to Buyer.
(B) As to Seller at _____ or at such address as Buyer shall have furnished in writing to Buyer.
Unless otherwise specifically provided for herein, such notice shall take effect upon arrival thereof at the address, provided that such notice shall be deemed to have reached upon expiration of ______( ) days from the date of sending in case of mail, and _____( ) hours from time of sending in case of telegram.
15.4 Captions.
The heading to the articles and paragraphs of this agreement have been inserted to facilitate reference only and shall not be taken as being of any significance in the construction or interpretation of this agreement.
15.5 No Waiver
No delay or failure of Buyer in exercising any right, power or remedy hereunder or thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude other or further exercise thereof of the exercise of any other right, power or remedy.
15.5 Amendment
No oral explanation or oral information by either party hereto shall after the meaning or interpretation of this agreement. No modification, alteration, addition or change in the terms hereof shall be binding on either party hereto unless reduced to in writing and executed by their duly authorized representatives of each party.
15.7 Governing Language
This agreement shall be executed in the English language only and no translation shall be considered in the interpretation hereof.
15.8 Counterparts
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
15.9 Entire Agreement.
This agreement shall supersede any and all prior agreement, understandings, arrangements, promises, representation, warrants and/or and contract of any form of nature whatsoever whether oral or in writing and whether explicit or implicit, which may have been entered into prior to the execution hereof between the parties, their officers, directors, or employees as to the subject matter hereof. Neither of the parties hereto has relied upon any oral representation or oral information given to it by any representative of the other party.
15.10 Assignment
This agreement and any of the rights and obligations hereunder shall not be assigned by either party without a prior written consent of the other party. In the event an assignment is consented to by the other party, this agreement shall insure to the benefit of and be binding upon successors or assignees.
15.11 The Governmental Approval
The provision(s) of this agreement which are subject to the governmental approval shall remain wholly executory and conditional until the approval of government of Buyer’s country shall be obtained.
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.