物資采購合同條款 中英文對照.doc

Conditions of contract for the purchase of goods物貨采購合同條款These conditions may only be varied with the written agreement of the Purchaser. No terms or conditions put forward at any time by the Supplier shall form any part of the Contract.本條款可能與采購方的書面協(xié)議不同。任何由供應商提出的條款或條件都不能構成本合同的一部分。1. Definitions定義In these Conditions: 在這些條款中 Purchaser means the Adult Learning Inspectorate; Supplier means the supplier named in the Purchase Order; and Goods means any such goods as are to be supplied to the Purchaser by the Supplier (or by any of the Suppliers sub-contractors) pursuant to or in connection with this order (the Order). “采購方”指成年的、有學識的檢查人員; “供應商”指在采購定單上指定的供應商。“物貨”指任何由供應商（或供應商的分包商）根據(jù)定單提供給采購方的物貨。2. The goods貨物2.1 The Goods shall be to the reasonable satisfaction of the Purchaser and shall conform in all respects with any particulars specified in the Purchase Order and in any variations thereto.貨物應該合理滿足采購方的要求，應該各方面符合采購定單、修改的定單所規(guī)定的要求。2.2 The Goods shall conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force.貨物在各方面應符合生效的國家法律、命令、規(guī)定、或規(guī)章所規(guī)定的要求。2.3 The Goods shall be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by the Purchaser and the Purchaser relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of the Order.貨物應符合貨物一般使用要求，應符合采購方依賴供應商技能和判斷告知供應商實現(xiàn)特殊目的要求。3. The price價格3.1 The price of the Goods shall be as stated on Purchase Order and no increase will be accepted by the Purchaser unless agreed by him/her in writing before the execution of the Order.貨物的價格應該在采購單上標明，除非采購方書面同意，否則不允許任何加價。3.2 Unless otherwise agreed in writing by the Purchaser, the Supplier shall render a separate invoice in respect of each consignment delivered under this Purchase Order. Payment shall be due 30 days after receipt of the Goods or the correct invoice thereof, whichever is the later.除非采購方另有書面同意，否則供應商就該定單下的該發(fā)貨單獨開發(fā)票，貨款應在收到貨物或該批貨的準確發(fā)票起（從后發(fā)生的日期起算）三十日內支付。4. Delivery交付4.1 The Goods shall be delivered to the place named on the Purchase Order. Any access to premises and any labour and equipment that may be provided by the Purchaser in connection with delivery shall be provided without acceptance by the Purchaser of any liability whatsoever and the Supplier shall indemnify the Purchaser in respect of any actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Supplier or any of his sub-contractors.貨物應交付至采購單上指定的地點。采購方應就貨物進入現(xiàn)場提供方便，提供可能要采購方提供的勞動力和設備，但采購方不承擔任何責任。如因供應商或其分包商的任何行為或疏忽而在交付或安裝過程中導致任何損害和損傷，而該損害和損傷所導致的任何訴訟、索賠、要求、損失、控告費、訴訟費等應由供應商承擔。4.2 Where any access to the premises is necessary in connection with delivery oR installation the Supplier and his sub-contractors shall at all time comply with the reasonable requirements of the Purchasers Head of Security.采購方必須提供貨物交付和安裝的場地，供應商和他的分包商應符合采購方安全負責人的合理要求。4.3 The time of delivery shall be of the essence and failure to deliver within the time promised or specified shall enable the Purchaser (at his option) to release himself from any obligation to accept and pay for the Goods and/or to cancel all or part of the order therefor, in either case without prejudice to his other rights and remedies.交付時間是合同的最重要條款。供應商不能在承諾的或規(guī)定的時間內交付，則采購方有權解除自己的合同義務，在不損害自身權利和補償?shù)那闆r下，可以接受貨物支付貨款，也可以取消全部或部分定單。5. Property and Risk所有權和風險Property and risk in the Goods shall without prejudice to any of the rights or remedies of the Purchaser (including the Purchasers rights and remedies under Condition 7 hereof) pass to the Purchaser at the time of delivery.貨物的所有權和風險應在不損害采購權利和補償（包括采購方根據(jù)第七條所享有的權利和補償）的情況下，在交付時轉移給采購方。6. Damage in transit運輸損失On despatch of any consignment of the Goods the Supplier shall send to the Purchaser at the address for delivery of the Goods an advice note specifying the means of transport, the place and date of despatch, the number of packages and their weight and volume. The Supplier shall free of charge and as quickly as possible either repair or replace (as the Purchaser shall elect) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Purchaser provided that:在每批貨物發(fā)出時，供應商應根據(jù)貨物交付地址向采購方發(fā)出通知，告知運輸方式、發(fā)貨地點和日期、包裹號和它的重量和數(shù)量。在運輸途中被損壞或已被售出不能交付采購方，供應商不需承擔責任，應及時按采購方要求予以修補或更換，但規(guī)定如下：。a) in the case of damage to such Goods in transit the Purchaser shall within thirty days of delivery give notice to the Supplier that the Goods have been damaged; and上述貨物在運輸途中損壞，采購方應在貨物交付后的三十天內通知供應商。b) in the case of non-delivery the Purchaser shall (provided that the Purchaser has been advised of the despatch of the Goods) within ten days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.采購方在收到供應商發(fā)貨通知后十天內仍未收到貨，則應通知供應商。7. Inspection, rejection and guarantee.檢驗、拒收和保證7.1 The Supplier shall permit the Purchaser or his authorised representatives to make any inspections or tests he may reasonably require and the Supplier shall afford all reasonable facilities and assistance free of charge at his premises. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Goods.供應商允許供應商或供應商代表進行合理要求的檢測和測試，并在自己場所免費提供合理的設置和幫助。采購方在檢測和測試時沒有提出投訴，或在在檢測和測試期間或此后對貨物進行認可，不代表采購方對貨物放棄主張權利和補償。7.2 The Purchaser may by written notice to the Supplier reject any of the Goods which fail to meet the requirements specified herein. Such notice shall be given within a reasonable time after delivery to the Purchaser of the Goods concerned. If the Purchaser shall reject any of the Goods pursuant to this Condition the Purchaser shall be entitled (without prejudice to his other rights and remedies) either:如貨物不符合規(guī)定的要求，采購方可以書面通知供應商拒收。采購方應在交付后的合理期限內通知供應商。如采購方根據(jù)條款拒收貨物，則采購方有權在不損害自身其它權利和補償?shù)那闆r下選擇如下方法：a) to have the Goods concerned as quickly as possible either repaired by the Supplier or (as the Purchaser shall elect) replaced by the Supplier with Goods which comply in all respects with the requirements specified herein; or要求供應商盡快修理或更換使在各方面都符合規(guī)定要求。b) to obtain a refund from the Supplier in respect of the Goods concerned.要求供應商就不符合要求的貨物退款。7.3 The guarantee period applicable to the Goods shall be 12 months from putting into service or 18 months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between the Purchaser and the Supplier). If the Purchaser shall within such guarantee period or within 30 days thereafter give notice in writing to the Supplier of any defect in any of the Goods as may have arisen during such guarantee period under proper and normal use the Supplier shall (without prejudice to any other rights and remedies which the Purchaser may have) as quickly as possible remedy such defects (whether by repair or replacement as the Purchaser shall elect) without cost to the Purchaser.貨物的保質期是從投入使用起12個月或交付后18個月，適用較短的期限（符合合同雙方書面保質期協(xié)議的規(guī)定）。采購方在保質期內或保質期后三十天內書面通知供應商在保質期內貨物在適當、正常使用下出現(xiàn)疵瑕，供應商應在不損害采購方權利和補償?shù)那闆r下，根據(jù)采購方的選擇，盡快免費進行修理或更換。7.4 Any Goods rejected or returned by the Purchaser as described in paragraphs 7.2 or 7.3 shall be returned to the Supplier at the Suppliers risk and expense.根據(jù)第七條第二款或第七條第三款而被退回貨物的退回費用和風險，由供應商承擔。8. Labelling and packaging 標識和包裝8.1 The Goods shall be packed and marked in a proper manner and in accordance with the Purchasers instructions and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Order Number, the net, gross and tare weights, the name of the contents shall be clearly marked on each container and all containers of hazardous goods (and all documents relating thereto) shall bear prominent and adequate warnings. The Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this condition貨物應根據(jù)采購方的指導、法律要求和承運方的要求進行適當?shù)匕b和標識。貨物應被標上定單號、凈重、毛重和皮重，貨物名稱應清楚地標識在每一集裝箱上，危險物（和有關文件）的集裝箱應有明顯、適當?shù)木?。因違反該條款而導致采購方可能遭受的任何訴訟、索賠、請求、損失、控告費、訴訟費和其它費用，由供應商賠償。8.2 All packaging materials will be considered non-returnable and will be destroyed unless the Suppliers advice note states that such materials will be charged for unless returned. The Purchaser accepts no liability in respect of the non-arrival at the Suppliers premises of empty packages returned by the Purchaser unless the Supplier shall within ten days of receiving notice from the Purchaser that the packages have been despatched notify the Purchaser of such non-arrival.所有包裝物將不予退回和銷毀，除非供應商通知該包裝物如不退回將要收費。采購方對由其退回的包裝物沒有到達供應商處承擔任何責任，除非供應商在收到采購方已退回通知后十天內通知采購方包裝物沒有到達。9. Patents and Information.專利和信息9.1 It shall be a condition of this Order that, except to the extent that the Goods are made up in accordance with designs furnished by the Purchaser, none of the Goods will infringe any patent, trade mark, registered design, copyright or other right in the nature of industrial property of any third party and the Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition.除非貨物是根據(jù)采購方提供的設計制作的，否則任何貨物不能侵犯第三方的專利權、商標權、注冊設計權、著作權或其它工業(yè)產(chǎn)權。因違反該條款而導致采購方可能遭受的任何訴訟、索賠、請求、損失、控告費、訴訟費和其它費用，由供應商賠償。9.2 All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by the Purchaser pursuant to this Order shall remain vested solely in the Purchaser and the Supplier shall not (except to the extent necessary for the implementation of this Order) without prior written consent of the Purchaser use or disclose any such specifications, plans, drawings, patterns, models or designs or any information (whether or not relevant to this Order) which the Supplier may obtain pursuant to this Order and in particular (but without prejudice to the generally of the foregoing) the Supplier shall not refer to the Purchaser or the Order in any advertisement without the Purchasers prior written agreement.采購方根據(jù)定單提供給供應商的說明書、指示書、計劃、圖紙、專利、模型、設計和其它材料的所有權利（包括所有權和著作權）應屬于采購方，供應商未經(jīng)采購方的書面同意使用、披露任何說明書、指示書、計劃、圖紙、專利、模型、設計和供應商可能從采購方處獲得且不損壞采購方利益的其它信息（無論是否與該定單有關），除非履行定單有必要使用或披露。供應商未給采購方書面同意，不得在任何廣告中提到采購方。10. Health and Safety 健康和安全The Supplier represents and warrants to the Purchaser that the Supplier has satisfied himself that all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are designed and constructed so as to be safe and without risk to the health or safety of persons using the same, and that he had made available to the Purchaser adequate information about the use for which the Goods have been designed and have been tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health. The Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition供應商保證所有必要的測試和檢測已做過，或在貨物交付前做測試和檢測，以確保貨物在設計上和結構上都是安全的，不存在對人身健康和安全的損害。供應商保證已向采購方提供了有關該貨物設計上和經(jīng)檢測都是適用使用的充足信息，和當貨物被投入使用時保證安全對安全沒有損害的必要條件。因違反該條款而導致采購方可能遭受的任何訴訟、索賠、請求、損失、控告費、訴訟費和其它費用，由供應商賠償。11. Indemnity and Insurance 賠償和保險11.1 Without prejudice to any rights or remedies of the Purchaser (including the Purchasers rights and remedies under Condition 7 hereof) the Supplier shall indemnify the Purchaser against all actions, suits, claims demands, losses, charges, costs and expenses which the purchaser may suffer or incur as a result of or in connection with any damage to property or in respect of any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Goods or the negligent or wrongful act or omission of the Supplier.不在損害采購方的任何權利和補償（包括第七條規(guī)定的采購方的權利和補償）的情況下，因產(chǎn)品存在瑕疵，或供應商的疏忽、不當行為或不行為直接或間接導致財產(chǎn)損失或人身損害而導致采購方可能遭受的任何訴訟、索賠、請求、損失、控告費、訴訟費和其它費用，由供應商賠償。11.2 The Supplier shall effect with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of indemnities under these Conditions and shall at the request of the Purchaser produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium due thereunder.供應商應就合同項下的有關賠償事項向知名保險公司購買一份或多份保險，并在采購方的要求下出示相關保單和最近支付保險費的收據(jù)及其它證據(jù)。12. Confidentiality保密12.1 The Supplier shall keep secret and not disclose and shall procure that his employees keep secret and do not disclose any information of a confidential nature obtained by him by reason of this Order except information which is in the public domain otherwise than by reason of a breach of this provision供應商應有義務自已或要求員工對通過定單從采購方處獲得的保密性質的信息進行保密、不得披露，否則就是違約，除非該信息屬于公眾知曉信息。12.2 The provisions of this condition 12 shall apply during the continuance of this Order and after its termination howsoever arising.第12 條規(guī)定應在定單期間、終止期后（不論因何原因終止）均適用。13. Termination on suppliers insolvency 供應商破產(chǎn)終止合同Without prejudice to any other rights or remedies of the Purchaser under this Order the Purchaser shall have the right forthwith to terminate this Order by written notice to the Supplier or his trustee in bankruptcy or receiver or (if a company) liquidator or administrator if the Supplier shall have a receiver appointed over all or a substantial part of his or its assets or (if an individual) be declared bankrupt or (if a company) shall go into liquidation or have an administrator appointed to manage its affairs.在不損害采購方任何權利和補償?shù)那闆r下，采購方應有權14. Assignment and Sub-contracting 轉讓和分包14.1 The Supplier shall not without the written consent of the Purchaser assign the benefit or burden of this Order or any part thereof.供應商未經(jīng)采購方書面通知，不得轉讓全部或部分定單的權利和義務。14.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of his responsibilities under this Order.供應商的任何分包都不能免除供應商的責任。14.3 Where the Purchaser enters a sub-contract with a Supplier or contractor for the purpose of performing the Contract, he shall cause a clause to be included in such sub-contract which requires payment to be made to the Supplier or contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub-c