系统设备及部件的采购合同(中英文对照)
(2021-06-13 11:23:29)分类: 工程招投标设计施工监理技术 |
TABLE OF CONTENTS 目录
1. Area of Application 适用范围
2. Quote, purchase order, contract 报价、采购订单和合同
3. Contractor obligations 承包商的义务
4. Prices 价格
5. Invoicing and payment 发票出具和付款
6. Change Request procedure 需求变更流程
7. Delivery 交付
8. Schedule 进度计划
9. Liquidated damages 违约金
10. Shipping装运
11. Contract documentation 合同文档
12. Liability 责任
13. Retention money guarantee 预留金保函
14. Completeness clause 完整性条款
15. Transfer of risk 风险转移
16. Documentation 文档
17. Acceptance验收
18.
Warranty
19. Hold-harmless clause 免责条款
20.
Product liability
21. Industrial/Intellectual property rights 工业/知识产权
22. Non-solicitation agreement 禁止招揽约定
23. Insurance 保险
24. Force majeure 不可抗力
25. Withdrawal from contract 解除合同
26.
Cancellation
27. Amendment to contract 合同的修订
28.
Cessions / sub-contracting
29. Confidentiality 保密性
30. Data protection 数据保护
31. Compliance 合规
32. Customs / export control 海关/出口限制
33. Spare parts proposal 零部件计划
34. Place of fulfilment, choice of law and jurisdiction 履约地点、适用法律以及管辖权
35. Severability clause 可分割性条款
36. Final provisions 最终条款
部分章节示例如下:
17. Acceptance验收
Acceptance
of the services shall be effected in connection with the
final
Basically, acceptance may only be effected after having fulfilled the following conditions:
通常,只有在符合以下条件的情况下,验收才生效:•
performance of all deliveries and services by the contractor according to the purchase order;
承包商依据采购单履行所有交付货物和提供所有服务;
•
妥善完整地交付所有文件;
•
提供由双方签署的一份协议,以证明成功完成试运行,包括总体系统的性能认证证书。
In case defects are detected which do not have an influence on the system's functionality, acceptance may be effected under the reserve of immediate correction of these defects. If the pending points are not fulfilled within the given period of time, the confirmation of acceptance shall be deemed as not given with retroactive effect.
If during
the acceptance the system appears not to have been manufactured
according to contract, and/or the required performance has not been
achieved, the contractor will have to solicit a repetition of the
acceptance procedure within a period of grace to be agreed upon. In
case the performance agreed by contract
如果在验收过程中发现并未按照合同规定制造系统,和/或未达到所要求的性能,则承包商必须在约定的宽限期内请求重复进行验收程序。如果在重复验收过程中,依然未能达到合同要求的性能,特别是保证的性能数据未得到证实,则合同应视为未履行。
18.
Warranty
The contractor guarantees that the deliveries/services have been designed/performed fully and in accordance with the order specifications or delivery schedule and that the goods are suitable for the intended use; he also guarantees that the design, suitability, manufacturing methods as well as the guaranteed properties conform to the latest state of the art, have been manufactured in compliance with all applicable regulations and contain only new material of suitable and top-class quality and that the ordered item is free of defects. Furthermore, the contractor guarantees to achieve and reliably meet all performance values agreed by contract. The contractor has to demonstrably advise TGW of all risks which may typically be expected during the use of the product. The contractor shall be liable in a corresponding manner for goods and components that have been delivered but not produced by him and/or for services rendered by him.
Unless
otherwise agreed to the contrary, the warranty period shall end 24
months after
除非另有规定,质保期截止到整体系统最终验收并修正所有缺陷之后的24个月,不考虑运行时间。质量保证包括材料、人员以及任何其他费用。如果存在隐藏缺陷,则质保期从可以明确辨认缺陷时起开始生效。对于通常处于打包状态直至使用时才拆开包装的货物,将货物从其包装中取出发现的缺陷应视为隐藏缺陷。
TGW shall at its own option be entitled to request at short notice from the contractor to remedy all defects detected during the agreed period of warranty at his expense and risk by correction (repair, provision of missing components) and/or replacement, or to claim reduction of price, or demand redhibitory action, or correct the defects and perform not provided or defective services itself or have them corrected and performed by third parties at the expense and risk of the contractor in case of effectless reprimand or imminent danger.
况下,自行修正缺陷和履行尚未提供的服务或纠正有缺陷的服务,或请第三方修正或履行,但所产生的费用和风险由承包商承担。
In the event of a claim being made against the title of warranty, the burden of proof shall rest with the contractor during the entire warranty period, to prove that a defect did not exist at the moment
of
handover.
如果对质保权利提出主张,则在整个质保期内举证责任应当由承包商来承担,证明在移交时不存在缺陷。
In case of defects of whatsoever kind, TGW shall in any case be entitled to retain the total outstanding purchase price or works compensation until full correction of defects.
In case of a rectification or replacement of defective parts the warranty period for the respective part shall start again upon successful resumption of operation. Any interruption of operation caused by the contractor within the warranty period will lead to an according extension of time.
19. Hold-harmless clause 免责条款
The contractor undertakes to ensure that all insurance and taxation requirements applicable in the state of the construction site as well as all labour law regulations related to the employees working onthe site are met and has to fully hold harmless and indemnify TGW in this respect.