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Under the principles of mutual benefit, mutual trust, long-term cooperation and common development, this Framework Sales Agreement (hereinafter referred to the “Agreement”) is hereby entered in, through friendly consultation, between and by XX Software (Hangzhou) Co., Ltd. (hereinafter refers to the Buyer) and Zhejiang XX Co., Ltd. Hangzhou Branch (hereinafter referred to the “Seller”) in accordance with the Contract Law of the People’s Republic of China as well as other applicable laws and regulations, with the following terms and conditions to be abided by both parties.
I. Definitions
1.1 Buyer: refers to XX Software (Hangzhou) Co., Ltd.
1.2 Seller: refers to Zhejiang XX Co., Ltd. Hangzhou Branch
1.3 Sales Contract: refers to the contact for products and/or service to be sold by the Seller to the Buyer, comprising the Agreement and Sales Orders as integral part.
2. Effectiveness of Contract:
The Sales Contract shall become effective from the date of the Buyer’s acceptance of the Seller’s Quotation and issuance of a Sales Order to the Seller.
3. Order, Price and Payment:
3.1 The price, payment terms and configurations of products and/or service shall be expressly stipulated in written Sales Orders.
3.2 The payment for products or service shall be settled as per the payment terms specified in Sales Orders, except otherwise agreed by the Seller expressly. Should the Buyer fail to make any due payment according to agreed payment conditions, the Buyer shall be subject to a breach penalty which is calculated on a basic of 0.03% overdue payment amount for each day delay, and shall pay the aforesaid penalty along with the overdue fund upon collection request of the Seller. Before any overdue payment being settled properly, the Buyer shall be entitled to suspend the delivery of products or service, and reserve the right to claim a repayment against the Buyer for delivered products and/or service cost.
3.3 The Buyer shall arrange the payment according to the time sequence of transactions, unless agreed otherwise by both the Buyer and the Seller. The Seller shall be entitled to relief any due amount (including unsettled account receivable) to be paid by the Buyer with the payment received from the Buyer.
4. Software:
Both parties hereby confirm that all software shall be provided under the terms and conditions stipulated in relative software license agreements.
5. Ownership and Risks:
The ownership and risks of products shall be transferred to the Buyer from the time products are delivered to the Buyer or its designated consignee.
6. Delivery:
6.1 The Seller shall, according to Sales Orders, delivery products to the agreed destination with attention to the consignee designated by the Buyer. Unless otherwise agreed by both parties, should the Seller fail to delivery products in due time, the Buyer shall be entitled to charge the Seller an amount which is calculated on a basis of 0.03% the contract value affected by the delivery postponed for each day delay.
6.2 Upon transfer of products to the designated destination and receipt of the Buyer with proper signature (in case of receipt signed by the designated consignee, or not possible be to, the Seller may agree the Buyer to use the company seal or other proper authorization seal), it shall be deemed to constitute a delivery of products to the Buyer.
7. Inspection & Acceptance:
7.1 Should the Seller be responsible for installation of products, the buyer shall be deemed to have accepted products under any of the following conditions: a) the Buyer and/or its representative has signed and/or stamped the Acceptance Confirmation Form or other similar documents; b) while none of these documents is officially signed, the Buyer and/or its representative has started to use product in fact; c) the Buyer fails to organize an inspection & acceptance and/or bring any reasonable objection against the quality of products within three days after installation is completed.
7.2 In case of no prevision expressly stated in the Sales Contract, the Seller shall assume no responsibility for installation of products. The Buyer shall complete an unpacking inspection and claim an objection against non-conformance products within 5 days upon arrival of products at the designated destination; otherwise the Buyer shall be deemed to have approved products.
7.3 Should any quality defects of products founded during the Buyer’s inspection & acceptance, the Buyer shall submit an objection in written within 5 day, while informing the Buyer’s engineer of such failures. The Seller shall guarantee repair, replacement or return service according to the Agreement, in case that its service staff confirm such failure as a quality defect. For any replacement and return service if applicable, the Buyer shall return the original product with its original package and accessories completely to the Seller.
8. General Guarantee:
8.1 Unless provided otherwise, the Seller shall commit a guarantee to the Buyer that all products shall be free from any material or workmanship defects affecting normal use of products for one year from the date of arrival of products at the destination designated by the Buyer. Should any product fail to satisfy the aforesaid general guarantee during this period, the Seller shall be responsible to repair or replace such products as be returned from the Buyer.
8.2 This general guarantee shall not be applicable for any damage, malfunction, defect or failure caused by external reasons, which may includes problems as result of an accidence, misuse, incorrect use, improper power supply, operation and/or storage and/or installation of product not according to instruction, failed to conduct preventive maintenance as requested, normal wear, natural disaster, fire, flood, war, violent activity or any alike event, commissioning/repair/support conducted not by personnel of or authorized by the Seller, and use of parts not supplied by the Seller.
8.3 Unless otherwise specified in any Sales Order by both parties, the Seller shall commit a guarantee for conformity of its products and parts in light of all national compulsory standards as well as minimum requirements stipulated in published laws and regulations in relation to product assurance, and shall provide warranty service for products as per Sales Orders.
8.4 The Buyer hereby agrees the general guarantee stated hereinabove shall not be applicable for such products as be purchased by the Seller and include a guarantee from OEMs. The guarantee offered by the OEMs shall constitute the exclusive guarantee for such products. The Buyer shall support above products by utilizing the guarantee provided by the OEMs.
9. Warranty:
Unless otherwise specified in any Sales Order by both parties, the warranty period provided by the Seller shall be one year as from the date of acceptance granted by the Buyer for the Seller’s products. Within the warranty period, the Seller assures that its products are in compliance with the quality requirements stipulated in technical specifications, as well assume relative liabilities for nonconformance of the quality requirements, and provide service according to the standard warranty scope published by the Seller by itself or any third party service provider designated. All labor and spare part costs arisen from any issue covered in the standard warranty scope within the warranty period shall be born by the Seller. However, the Buyer shall be responsible for all labor and spare part costs in virtue of such issues as uncovered in the standard warranty scope, even in the warranty period.
10. Liabilities
10.1 Except otherwise provided in laws, the Seller's liability for products shall be limited to the direct losses suffered by the Buyer, and in all events shall not exceed the total price paid for products and/or service a claim arisen from.
10.2 The Seller shall not assume any liability against the Buyer for consequential losses (including lose, damage, deletion or modification of data or software).
10.3 Both parties hereby agrees that the Seller may make an amendment for any printing error, writing error or other omissions founded in its sales print materials, quotations, price lists, order confirmation forms, invoices or other documents and information, and the documents amended shall prevail.
10.4 Provided that either party fails to perform its obligations under the Agreement, or perform not according to relative provisions, it shall undertake consequent breach liabilities pursuant to applicable laws of the People's Republic of China.
11. Export Restrictions:
Both the Buyer and Seller hereby confirm that, products licensed or sold pursuant to the Agreement which may include technologies or software shall be bound by laws and regulations of the People's Republic of China and United States applicable for export restrictions. Both parties agree to abide by all applicable laws and regulations for export restrictions. As per these laws and regulations, products purchased may not be soled, rented or transferred to any restricted end user or country; as well may not be sold, rented or transferred to, or used by any end user involving in some restriction activities, including development or use of mass destructive weapons.
12. Governing Laws:
The Agreement shall be governed and interpreted by laws of the People’s Republic of China. All disputes concerning the Agreement shall be settled by both parties through friendly consultation whenever it is possible. Should consultation fail for settlement, either party shall be entitled to bring the dispute in a People’s Court with proper jurisdiction where the Seller locates, and solve the dispute through lawsuit.
13. General Provisions:
13.1 Unless otherwise agreed by both parties in written, no revision or amendment of the Agreement or Sales Contracts shall made with effectiveness until it is proposed in a written format, as well be signed and/or affixed with proper authorization seal for approval.
13.2 Each party shall deem all information acquired from another party in accordance with Sales Contracts, marked with ”secret” or equivalently, or necessarily with a secret nature, as confidential information, and shall not disclose such information to any others (except the party’s employees who need to know such information) without any written consent granted by another party. However this provision shall no be applied for such information as be possessed legally by the Party before negotiations resulting a Sales Contract, publicly known currently, to be known publicly some time in future (not due to breach of this prevision), or unimportant or obvious. Each party shall ensure its employees to comply with this prevision. The obligation of confidentiality stated hereinabove shall continue to be effective even after Sales Contracts are terminated.
13.3 The Agreement is made in duplication, and each party hold one copy respectively. The Agreement shall come into force from the date of both parties signing and stamping hereon.
Buyer: XX Software (Hangzhou) Co., Ltd.
(Seal)
Signature of Authorized Representative:
Date:
Seller: Zhejiang XX Co., Ltd. Hangzhou Branch
(Seal)
Signature of Authorized Representative:
Date:
English to Chinese: An awesome responsibility Detailed field: General / Conversation / Greetings / Letters
Source text - English An awesome responsibility
To my dying day I’ll never forget the sheer terror I felt as I steered our 22 foot motor yacht from the safety of Lowestoft Harbour into the North Sea for the very first time. There were just two of us on board, my wife Annette and I. I had learned to sail, taking courses organised by the Royal Yachting Association. I had sailed across the English Channel at night, steering under sail, following a compass and GPS course, aiming for a navigation buoy, which, it turned out, was unlit, and slid down our starboard side at a distance of around six feet.
My adventures in the North Sea included a total seizing of the inboard diesel as we prepared to enter a small port and being chased by a southerly gale and a following tide past a narrow harbour entrance which I needed to enter.
I remember being hoisted in a bosun’s chair up the mainmast of a ketch off the French coast in order to sort out a fault on the VHF aerial. I have been held by my heels over the side of a yacht, my head often under water, sawing a fisherman’s line with a sharp knife which had snagged and bent the yacht’s propeller. In both these cases the yacht was skippered by my brother who served 30 years in the Royal Navy and who knows more about the sea than I ever will. Yet all that experience, which included commanding frigates and a destroyer, didn’t save him from being swept out to sea on one occasion in an inflatable raft with only one paddle. Luckily I saw what was happening, summoned the local inshore lifeboat which put to sea and rescued him.
So I know something about the dangers of the sea and the weather and the anxieties and pressures of command and responsibility. I know just how quickly the best laid plans can unravel and fall apart. I sailed for ten days on a tall ship around the Canary Islands some years ago. We called at one harbour, an island the skipper had never visited before. I was a member of the shore party told off to take the bow line ashore in the inflatable. We acquitted ourselves well, climbed ashore, hauled on the bow line. It came ashore, the other end splashing into the water. Alas, someone on board had omitted to secure it to the bows of the ship. The skipper saw what had happened and, perhaps a little red-faced, took the ship away and came round for a second attempt. Even those in command can make mistakes. And that is not the time to make fun of them.
Those in command carry huge and sometimes unbearable burdens. I remember one captain of an 8,000 ton cargo passenger ship, who dealt with his burdens every night at sea by sitting in his cabin glued to an emptying bottle of whisky. Mercifully he had very competent deck and engineer officers, bosun and seafarers.
Bringing a ship safely from port to port is an awesome responsibility in which everyone on board shares. At any moment anyone from cook to steward to engineer to deckhand to captain may be called on to exercise leadership and initiative. We are all responsible one for another and for the ship and its cargo.
So rather than complain or criticise those set over us, better by far to pray for them, for one another, for ourselves, that God will be with us all in the awesome and shared enterprise that is seagoing today.
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