英文合同模版 -CAL-FENGHAI-(2020YEAR-YICAI)_JINGBIAN
Agreement No: XX-PURCHASE AND SALE AGREEMENT
BY AND BETWEEN
XXXX
And
(客户名称)
THIS OEM PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of （日期）, by and between:
甲方（我方）：地址代表
乙方（客户）：地址代表
WHEREAS, Supplier has long been engaged in the manufacture of various products and has acquired valuable engineering knowledge and experience on design, manufacture and supply of the products ;
WHEREAS, Supplier desires to manufacture and supply the products either in complete set or in unit on an OEM basis to Purchaser as hereinafter defined; and
WHEREAS, Purchaser desires to purchase and sell the products manufactured by Supplier under the trade name designated by Purchaser.
NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, the parties hereto agree as follows:
1、SUBJECT MATTER OF THE CONTRACT
1.1Seller delivers goods for（商品类）, accessories, spare parts on conditions and under the prices according to proforma invoice to the present Contract and under the Seller invoices, and Buyer accepts and pays the goods and services according to applications and the Seller invoices to the present Contract.
1.2Both Parties can mutually agree on the price of Products and model name by separately executing the Memorandum, which will be the integrated part of this Agreement. It shall be signed as complementary documents to this Agreement.
（若本合同为独家代理协议，请自行添加相关约定条款）
1.3 In no event shall Purchaser have the exclusive rights for design and sale and/or distribution of the products manufactured and designed by Supplier; provided, however, in case that Supplier changed the design by Purchaser’s request, Purchaser shall have the exclusive rights for changed design and sale and/or distribution of the products manufactured and designed by Supplier. In this case, Purchaser shall send the design modification requirement in a written form.
2、TERMS OF DELIVERY, PRICE
2.1 Delivery terms(根据双方约定填写)
FOB （运输方式）not including cost of transportation, agrees ICC "Incoterms,2000"（若适用2010年术语自行约定）, or on the basis of the separate Application to the present Contract. Delivery is considered executed when the Goods have passed through hand, rail of a vessel in the named port of dispatch. The ports of dispatch considers port rongqi , China,
2.1.1. The price for the goods is established according to the Proforma Invoice signed by both sides with the instruction of conditions of payment to the given Contract (proceeding from point 2.1 of the present Contract and proves to be true Invoice.
2.1.2 The sum of the Contract makes（合同金额）USD.
2.1.3 若合同为独家代理合同，则应当增加季度任务指标
在合同期限内，买方承诺购买产品如下，
年月日至年月日，购买产品不少于美元，其中每季度不少于美元。
年月日至年月日，购买产品不少于美元，其中每季度不少于美元。
（若有，请自行填加）
在规定期限内，若甲方没有完成上述购买金额或按时付款，卖方有权取消买方独家销售资格或提前终止合同。
3、Specification, Technical Data and Samples
3.1 To make a properly matching system required by Purchaser or to meet the technical and engineering requirements requested in the general and specific market, Supplier shall change or modify some parts and/or specifications from S upplier’s existing models, in its design and/or quality, in accordance with the requirements by Purchaser. In case of changing the specification after mass production, the change of specification shall be decided by mutual discussion. If Supplier is not able to follow or comply with the requirement by Purchaser, Supplier shall give a written reply with an alternative solution within （根据实际生产要求确定订单确认时间）to Purchaser. The solution with the corresponding sample(s) shall be approved by Purchaser.
3.1.1 In case t hat Product is not able to meet the Purchaser’s technical requirement, which specification was confirmed by both parties, in any case, Purchaser may issue the Request for Specification Change (herein called “RSC”) and Supplier shall adjust the price of