广州国际货物买卖律师：Supply of goods agreement /国际货物买卖合同标准版本（三） 作者：广州李大伟律师团队     时间：2020-10-19    来源：互联网

4. quality and packing

4.1Where the Customer requires the Products to comply with a specific quality standard or meet specified testing criteria the Customer shall provide details of the same at the time of placing the Order. Without prejudice to clause 4.2 below the Supplier shall ensure that the Products supplied comply with the specified standard or criteria.

4.2The Products supplied to the Customer by the Supplier under this agreement shall: 

(a)conform to the Specification;

(b)conform to any samples previously supplied to the Customer

(c)conform to any specification agreed between the parties at or before the time of the Order being placed

(d)be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer;

(e)be free from defects in design, material and workmanship and remain so for 12 months after Delivery; and

(f)comply with all applicable statutory and regulatory requirements.

4.3The Supplier shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.

4.4The Supplier shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to supply the Products in accordance with the terms of this agreement.

4.5The Supplier shall comply with the reasonable requirements of the Customer and with all applicable laws, enactments, orders, regulations and other instruments (including but not limited to those applicable in the country of manufacture or assembly or the country to which the Products are to be delivered) relating to the packing, packaging, marking, storage, handling, and delivery of the Products whether statutory or specified by any relevant professional body or regulatory organisation.

4.6The Customer shall have the right to enter the Supplier's premises to: 

(a)inspect and take samples of the raw materials, the packaging and the Products; and

(b)inspect stock levels 

4.7Inspections carried out pursuant to clause 4.6 shall be carried out during business hours on reasonable notice to the Supplier, provided that, in the event of an emergency, the Supplier shall grant the Customer immediate access to its premises. 

4.8The Supplier shall give the Customer or their agent nominated for the purpose the opportunity to inspect the Products at the premises of either the Supplier or the Vendor prior to shipment to the Delivery Location. The Customer or their agent shall carry out any such inspection so as to ascertain whether the Products comply with the requirements of 4.1 and 4.2. The individual employee servant or agent of the Customer undertaking the inspection shall submit an inspection report to the Customer within 2 business days of the conclusion of the inspection. The Customer shall then confirm within 2 business days of receipt of such report whether it wishes to accept or reject the Products as inspected. Any such acceptance shall be without prejudice to the provisions of clause 4.2 of this Agreement. 

4.9If following an inspection the Customer considers that the Products are not or are not likely to be as warranted under clause 4.2, the Customer shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure that the Products are or will be as warranted under clause 4.2. The Customer shall have the right to re-conduct inspections and take further samples after the Supplier has carried out its remedial actions. 

4.10The Supplier shall not deliver the Order until it has received the Customer’s acceptance of the Products as set out in 4.8 above.

4.11The Parties agree that where 5% or less of the Products delivered are defective the Customer shall not be entitled to reject the Order but a pro rata adjustment shall be made to the Order invoice. Where more than 5% of the Products delivered are found to be faulty the Customer shall be entitled to reject the Order and receive a refund of any monies paid in advance in respect of it or to require the Supplier to supply replacement Products.

5.Delivery

5.1The Supplier shall deliver each Order to the Delivery Location by the Delivery Date. The Supplier shall not deliver an Order more than five Business Days in advance of the Delivery Date without the prior written consent of the Customer.

5.2Delivery of an Order shall be complete on the completion of unloading of the Order at the Delivery Location.

5.3The Supplier may only deliver Orders by instalments with the prior written agreement of the Customer. References in this agreement to Orders shall, where applicable, be read as references to instalments.

5.4If an Order is not delivered to the specified port within 14 days of the specified Delivery Date or within 7 days of the specified Delivery Date in the case of Seasonal Merchandise, then, without limiting any other right or remedy the Customer may have, the Customer may:

(a)refuse to take any subsequent attempted delivery of the Order;

(b)terminate the order with immediate effect in which event the Customer shall be entitled to a full refund of any monies paid in advance in respect of the Order; 

(c)subject to clause 13, claim damages for any other costs, expenses or losses resulting from the Supplier's failure to deliver the Order on the Delivery Date including but not limited to reclamation of any deposits paid and Loss Of Profits,

(d)If the customer accept the order after the 14 day period specified above (or 7 day period in the case of Seasonal Merchandise), the Supplier shall pay Late Shipment Damages from the 15th day after the Delivery Date (or the 8th day in the case of Seasonal Merchandise) up to a maximum of 10% of the total value of the Order.

provided that the Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Customer's failure to comply with its obligations under this agreement.

5.5If the Customer or its agent fails to accept delivery of an Order on the specified Delivery Date, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under this agreement:

(a)the Order shall be deemed to have been delivered at 9.00am on the Delivery Date; and 

(b)the Supplier shall store the Order until delivery takes place. The Customer shall be responsible for reasonable storage charges incurred by the Supplier. Save where the Customer has rejected the Products in accordance with 4.8 and 4.9 above if the Customer delays the shipment for more than 30 days from the specified Delivery Date, the Customer shall pay the order price in full, subject to receipt of a valid invoice from the Supplier. Such payment shall be without prejudice to the provisions of clause 4.2.

5.6Each Order shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order, including any code numbers of the Products, and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered.

5.7The parties agree that if in respect of an Order the Supplier delivers up to and including 5% more or less than the quantity of Products ordered (or 10% more or less in the case of a Shop Packed Order only), the Customer shall not be entitled to reject the Order, but a pro rata adjustment shall be made to the Order invoice.

5.8If the Supplier requires the Customer to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying the relevant Order, and any such returns shall be at the Supplier's expense.

6.Acceptance and defective products

6.1The Customer shall confirm receipt of the products within 14 days. Any such confirmation of receipt shall be without prejudice to clause 4.2 above.

6.2If any quality defect occurs or becomes apparent during the guarantee period specified in clause 4.2, or if it becomes apparent within a reasonable time of delivery that the Products are otherwise not in conformity with the terms of this agreement, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Products at the Customer’s final point of receipt. Where less than 5% of the total quantity specified in the Order is found to be defective the Supplier shall adjust the relevant invoice pro rata or if the invoice has already been paid by the Customer make a refund to the Customer of the price of the defective Products within 30 days. Where 5% or more of the total quantity specified in the Order is found to be defective, the Customer may:

(a)require the Supplier to replace the defective Products at the Supplier’s risk and expense within the timescale stipulated by the Customer; or

(b)if the Supplier is unable to replace the defective Products in accordance within the timescale specified by the Customer in accordance with 6.2 (a) above the Supplier shall refund the price of the defective Products in full within 30 days and and pay the Customer for any losses costs or damages which the Customer reasonably incurs as a result of the Products proving to be defective. 

(c)once the Supplier has refunded the price or replaced the Products in accordance with 6.2 (a) or 6.2 (b) above as appropriate, the Supplier shall be entitled to arrange for the defective products to be collected from the Customer at a reasonable time to be agreed between the parties and returned to the Supplier at the Supplier’s risk and expense.

6.3Where the Customer believes any of the Products to be defective and wishes to invoke the provisions of clause 6.2 above the Customer shall provide the Supplier with reasonable documentary evidence of the defect concerned. The Supplier shall have no liability under this clause 6 in respect of any defect which arises solely as a result of the Supplier adhering to any specification for the Products stipulated solely by the Customer or as a result of damage caused by the Customer’s forwarding agent after delivery of the Products to the Delivery Location by the Supplier. 

6.4The Customer's rights and remedies under clause 6 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979. 

6.5The terms of this agreement shall apply to any repaired or replacement Products supplied by the Supplier.

6.6If the Supplier fails to promptly repair or replace rejected Products in accordance with clause 6.2(a), the Customer may, without affecting its rights under clause 6.2(c), obtain substitute products from a third party supplier, or have the rejected Products repaired by a third party, and the Supplier shall reimburse the Customer for the costs it incurs in doing so.

6.7If the parties dispute whether any Products comply with clause 4.2, either party may refer the matter to an Independent Expert for determination in accordance with clause 10.

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