Buyer 买方 HOTELRTG (HK) LIMITED
ADD 地址: Unit 2201, Causeway Bay Plaza 2 463-483 Lockhart Road Causeway Bay, Hong Kong
Tel 电话 852-2369-8888 Fax 传真________________________________
And HotelRTG (A division of Webco Enterprises Ltd)
ADD地址: 328 Hawkstone Close N.W. Calgary, AB, T3G 3P2 Canada.
Seller 卖方 __________________________
ADD 地址 ___________________________
Tel 电话 ___________________ Fax 传真__________________________
Buyer and Seller reach agreement in respect of purchasing commodities as follows:
Both Parties agree that, this General Conditions of Purchase Contract is applied to all of the transactions between the Buyer and Seller. The proforma invoice, purchase order and this General Conditions of Purchase Contract combine to constitute contract terms which are legally binding on both parties.
2.1 The Seller undertakes that the goods delivered shall be in strict compliance with the sample and drawing approved by the Buyer. The goods delivered are fit for purpose in all aspects, manufactured and supplied in accordance with the best industry practice, with all due skill and care.
卖方保证所交付货物的质量、规格与买家同意的样品和图纸完全一致。所交付的货物在各个方面均符合合同要求, 在生产和供应过程中遵循最佳的行业惯例, 并尽到适当的注意和勤勉义务。
2.2 In case no sample is furnished, the Seller undertakes that the goods delivered shall be made by materials of premium quality and first-class craftsmanship. Those goods delivered shall be new and fit for sale in Buyer's market.
2.3 Both Parties agree that the goods delivered shall in strict compliance with all relevant drawings and shall have material inspection certificates. The Buyer is entitled to appoint an inspection agency to conduct inspection when Buyer considers necessary for the transaction and the Seller agrees to follow the instruction from the Buyer on inspection and accepts the result of such inspection.
2.4 The quality warranty period for the goods under this contract is THREE years. The seller shall guarantee that the goods do not have quality discrepancy within the quality warranty period.
2.5 Without the prior written consent from the Buyer, the Seller shall not alter the products under the contract in any way from the agreed upon drawings.
Both Buyer and Seller agree that the time of delivery specified by the contract is of vital importance to the transaction. If the delivery is delayed more than two(2) weeks, the Buyer is entitled to terminate the purchase contract unilaterally. Under such circumstances, the Seller shall pay the liquidated damage for late delivery under Article 7.2.to the Buyer, refund all payments already made by the Buyer under the purchase contract, and compensate any loss suffered by the Buyer due to termination.
买卖双方同意合同规定的交货时间对交易至关重要。如卖方迟延交货超过合同交货期限2周，买方有权单方终止购货合同。在该种情形下, 卖方应向买方支付本协议7.2款规定下的迟延交货违约金, 返还买方已支付的全部款项, 并赔偿买方因终止合同而遭受的所有损失。
没有买方的书面同意, 卖方不得向第三方披露从买方获得的包括设计、价格在内的任何信息；不得在公开宣传和广告中使用客户名称, 商标或样品；不得展示为买方生产的任何产品样品。卖家遵守约定承诺，现在与将来都不直接或利用间接的方式通过其他人或者其它公司与买家客户联系来达成采购协议.
Without the Buyer's prior written consent, the Seller shall not disclose any information, including design and price, to any third party, shall not use customers name, trademark or example items in publicity releases or advertising, and shall not exhibit samples of any products produced for the Buyer. The seller will not approach the Buyer’s Clients to sell directly or through another person or company indirectly to the Buyers Clients at any time now or in the future.
The Seller shall package and label the goods in a manner suitable for transit and storage. Packaging must comply with all relevant legislative requirements, including those pertaining to environmental and occupational health and safety standards.
The Buyer and any third party it appoints on its behalf, shall have the right upon prior notice to inspect and carry out any tests, or batch sampling, on the goods which are being produced for the Buyer at Seller's premises, or at any premises where the Services are provided. Any inspections, tests, approvals or acceptance given on behalf of Seller's in relation to the Goods or Services, shall not relieve Seller from its obligations or liabilities under the Contract.
7.1 Both parties acknowledge and agree that the party understands the terms and conditions of this General Conditions. Any party who breach the Contract shall bear corresponding legal liability.
7.2 Late delivery 迟延交货
In event the Seller fails to deliver the goods on or before the delivery date specified by the contract, the Seller shall pay to the Buyer a liquidated damage for each day delayed. The amount of liquidated damage each day is equivalent to 0.5 % of the total contract price.
7.3 质量不符合约定 Non-compliance in quality specification
In event that the Seller violates Article 2 of this General Conditions and the goods delivered are not in compliance with the quality specification, the Buyer may have following options for remedy: (1) the Seller shall pay the Buyer 50% of the total contract price as liquidated damage; or (2) the Seller shall compensate all damages suffered by the Buyer, including but not limited to the loss caused by price reduction, loss of profit, expenses for recalling the goods, loss due to tarnishment of business reputation in local market.
7.4 未经许可的修改 Unauthorized Alteration
If the Seller altered the products under the contract in any way from the agreed upon drawings without the prior written consent from the Buyer, the Buyer may have following options for remedy: (1) the Seller shall pay the Buyer 30% of the total contract price as liquidated damage; or (2) the Seller shall compensate all damages suffered by the Buyer, including but not limited to the loss caused by price reduction, loss of profit, expenses for recalling the goods, loss due to tarnishment of business reputation in local market.
7.5 拒绝交货 refusal to deliver the goods
In event that the Seller fails to deliver the goods more than thirty(30) days after the delivery date specified by the contract, it constitutes refusal to deliver the goods. Under such circumstances, the Buyer may have following options for remedy: (1) the Seller shall pay the Buyer 50% of the total contract price as liquidated damage and refund all payments made by the Buyer; or (2) the Seller shall compensate all damages suffered by the Buyer, including but not limited to the loss of profit and the loss due to tarnishment of business reputation in local market and refund all payments made by the Buyer.
若卖方在超过合同规定的交货期限30天后, 仍未交货则视为拒绝交货。在此情形下, 买方可以选择要求如下救济方式：（1）卖方向买方支付合同价款50%的违约金并返还买方已支付的全部款项； 或(2）卖方赔偿买方的全部损失，包括但不限于利润的损失、商誉的损失等并返还买方已支付的全部款项。
7.6 对知识产权的保证 Warranty to Intellectual Property Right
卖方保证其向买方销售的产品不侵犯任何人的知识产权。未经买方同意, 无论买方的知识产权是否已在中国注册登记, 卖方均不得在中国生产、销售、使用或登记任何来源于买方的知识产权,包括但不限于商标、专利和著作权。卖方若违反上述保证, (1) 需赔偿买方遭受的任何损失; 并且(2) 需向买方支付相当于合同金额100%的违约金; 并且(3) 卖方所有将来源于买方的知识产权登记于其名下的行为均为无效,并应撤销。
The Seller warrants that all the products sold to the Buyer will not infringe any party's intellectual property right. Without the consent of the Buyer, no matter whether the intellectual property right of the Buyer has been registered in China or not, the Seller shall not manufacture, sell, use or register any intellectual property right which originated from the Buyer in China, including but not limited to trademark, patent and copyright. In case the Seller violates above warranty, (1) the Seller shall compensate any loss or damage suffered by the Buyer; and (2) the Seller shall pay to the Buyer a penalty equivalent to 100% of the contract price; and (3) Seller's any action to register Buyer's intellectual property right shall be void and be revocated.
This general conditions and all proforma invoices/purchase contracts between the two Parties shall be governed by the laws of P. R. China. This general conditions have two original copies and each party hold one copy.
This General Conditions is made in both English and Chinese. When there is a conflict between the Chinese version and English version, the English version shall prevail.
Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
Seller is not allowed to compensate Buyers staff, Buyers consultants or Buyers team by way of commissions, kickbacks, bribes or any compensation whatsoever while doing business with the Buyer. If Seller breaks the rules, penalty applies, will cease the business immediately.
The staff or consultants who received the bribes will be fired immediately.
附件/Attachment : 卖方营业执照/Business License of the Seller
Representative 代表人： STEPHEN WEBSTERY/年 M/月 D/日