General Supply Agreement for the Purchase of Goods
货物采购一般供应协议
Version 1.1
版本 1.1
Effective Date: XX. May 2023
生效日期:XX。2023 年 5 月
1: Details of the contracting parties
1:缔约方的详细信息
tonies | ZTSPT | |
Name | Tonies GmbH | Shanghai ZT Smart Packaging Technology Co., LTD |
Registered Office | Oststraße 119, 40210 Düsseldorf, Germany | No.866 ZhangwengmiaoRoad, Fengxian District, Shanghai China |
Business address | as above | as above |
Represented by | Managing Directors Patric Faßbender and Marcus Stahl | Managing Director Pan Hongwen |
2: Preamble
2:序言
Tonies | Tonies has created an innovative audio player with its streaming audio system - the Tonies®. The company is on the way to successfully establishing its innovative audio players (e.g. cloud-based solutions) on the market. |
Supplier | The Supplier is a high-tech enterprise specializing in the production of RFID tags, smart cards and packaging etc..With well-equipped and industry-leading production and processing system, |
Parties’ interests | The parties wish to establish a legal framework for the cooperation which takes into account the fact that the maintenance of the worldwide market position as well as the further development of the tonies brand is based on a first-class cooperation between tonies and its suppliers and on the first-class quality of the contractual products they supply to tonies This being said, the parties will conclude the following General Supply Agreement. |
3: Subject of the Agreement
3:协议标的
Subject of the Agreement | The subject of this General Supply Agreement and its appendices (hereinafter jointly referred to as the "Agreement") is the supply of Tonie NFC Smart Card as further specified below (hereinafter referred to as the "Products") by the Supplier to tonies (hereinafter jointly also referred to as "Parties"). tonies’ purchase orders ("Individual Orders") reflect the instructions for the supply of the relevant products, which will be specified by the respectively referenced by the Individual Order or the relevant document or specification referred to therein. The Individual Order shall substantially be made in accordance with the template in Appendix 9 (“Template for Individual Orders”) of this General Supply Agreement and shall contain all other necessary particulars and - as far as applicable-, special obligations to cooperate or services and/or materials to be provided by Tonies in context of an Individual Order. The template in Appendix 9 (“Template for Individual Orders”) may also refer to a quotation, made by tonies, by stating the offer number. In this case, the specification of the Product and the price(s) shall be derived from the respective offer referred to. This General Supply Agreement shall automatically apply to all future orders/individual contracts between tonies and Supplier regarding the Products without the need to reference it in the order, the order confirmation, or elsewhere or in any other manner.
tonies does not give – except for forecasts of requirements specifically designated as binding and only to that particular extent – any assurances with regard to the order quantities to be expected. No compensation shall be payable to the Supplier in the event that the quantities actually purchased under this Agreement deviate from any estimated quantities. |
Order Process and Acceptance Period | To process an order, tonies must sent a purchase order (=Individual Order) to the Supplier indicating unit quantities, unit descriptions, requested delivery dates, prices and shipping instructions. Individual Orders are emailed to Supplier at: • lijuan@ztspt.com.cn In the event of any conflict between an Individual Order and this Agreement, this Agreement shall control as to such conflict. All Individual Orders received by the Supplier for Products shall be accepted by the Supplier within one (1) business day by e-mail, upon their receipt, if the Individual Order is in compliance with the terms of the Agreement. Any Individual Order no rejected within the time period will be deemed accepted. The Supplier may only reject a Purchase Order for good cause. If the Supplier has any reason to believe it will not meet the required shipment date, it shall use reasonable efforts to notify tonies within one (1) business day, but in no event shall such notice be more than two (2) business days of the receipt of the Individual Order.--需要订单评审时间:3个工作日,考虑订货等 Deviating from this, Individual orders which are within the applicable binding rolling forecast - if agreed - shall be binding upon Supplier. |
Products | The Supplier shall be obliged to supply tonies upon tonies' individual orders with Products (including their packaging) manufactured pursuant to the specifications as described in Appendix 1 of this Agreement ("Specification of Products"). In doing so, Supplier shall observe the quality requirements resulting from Appendix 2 to this Agreement ("Quality Assurance Agreement" or “Quality Requirements”). Any Specifications or Quality Requirements for the Products included or referred to in an Individual Order shall become binding. If and to the extent not agreed otherwise, the Products shall comply with the newest state of technology and the relevant technical norms applicable to the Products. They shall be delivered with all related quality certificates, labels, testing documentations, permits etc. The Supplier acknowledges that it is aware of the special purposes for which tonies intends to use the Products and warrants that the Products are fit for such purposes and of a quality, which meets tonies’ requirements. In respect of packaging material this especially applies with regard to design, strength, migration, barrier properties and materials. A change in, of, or to the Products or a switch to different products by Supplier shall require tonies' prior written consent. Irrespective of this, Supplier shall give tonies at least nine (9) months' advance written notice of any intended change or switch. If this deadline cannot be observed, notice must be given without undue delay. If Supplier implements a change or switch without tonies ' consent, tonies shall have the right to terminate this Agreement without notice (extraordinary termination). Further, Supplier shall compensate tonies for any damage incurred by tonies as a result of the unpermitted change or switch.--3个月,原材料供应商风险转移协议; Tonies shall be entitled to request changes to the Products in time and place of delivery in written form (e-mail sufficient). Supplier shall examine such change requests for their potential consequences and notify tonies in writing and without undue delay of the results, but no later than five (5) calendar days. Changes to Product’s specification(s) provided that these can be implemented within the framework of the Supploer's normal production pro-cess without considerable additional expenditure, whereby in such cases the notification period in accordance with the preceding sentence shall be at least seven (7) calendar days. This shall include but not be limited to pointing out the consequences with regard to the technical implementation and on the costs and the timing. The Parties shall mutually agree whether and to what extent the changes will be carried out. In case of changes in, of, or to the Products, Appendix 1 shall be amended or exchanged accordingly. |
4: Scope of the Agreement
4:协议范围
Scope of the Agreement | In addition to tonies, all companies affiliated with tonies pursuant to §§ 15 et seq. AktG (German Stock Corporation Act, hereinafter referred to as tonies' Affiliates) are entitled to place orders with the Supplier on their own account under the terms and conditions agreed in this Agreement. In this case, the respective Individual Order shall be concluded directly between the Supplier and the respective tonies' Affiliates. Only the respective tonies' Affiliate shall be entitled and obligated under the respective Individual Order. In such case, any reference in this Agreement to tonies shall be deemed to be a reference to the respective tonies' Affiliate that placed the order unless it is clear from the context that tonies is meant instead of the respective tonies' Affiliates The List of tonies' Affiliates is set out in Appendix 10 |
5: Term
5:期限
Basic Term | This Agreement shall become effective upon mutual signature and shall have an initial term of three (3) years ("Initial Contract Term"). |
Extensions | This Agreement shall be automatically renewed for further periods of one year thereafter, unless terminated by either Party giving six (6) months' notice to the end of the respective term (for the avoidance of doubt: the Agreement may be terminated for the first time at the end of the Initial Contract Term). |
Termination for good cause | Tonies and the Supplier have the right to terminate the General Supply Agreement and/or an Individual Order and any other agreement, for good cause at any time. Such cause for a termination by tonies shall include, in particular but without limitation, the following cases: the Supplier’s material and/or repeated breach of any of its obligations under this Agreement; or a change in the ownership or control of the Supplier; or the Supplier at any time for any reason is either prevented from or unable to perform its obligations under this Agreement; or the Supplier makes or offers to make an arrangement with its creditors, or becomes insolvent, or has a receiver appointed of its business, or is compulsorily or voluntarily wound up. |
6: Prices, Invoicing, Payment
6:价格、发票、付款
Prices | The prices for the Products applicable for the entire term of the Agreement are set out in the price list attached to this Agreement in Appendix 3 (“Pricing Agreement”) (hereinafter referred to as "Prices"). The Prices are based on a number of factors. Therefore, tonies may at any time demand that the Prices be renegotiated in the event of a change in any one or more of the below factors: volume requirements; Products and the requirements of the Products; market conditions (i.e. key economic factors); order procedures; the Specifications; competitiveness of the Supplier. In the event that the Supplier refuses to renegotiate the Prices or the Parties fail to agree on revised Prices, tonies shall be entitled to terminate this Agreement to the end of a month by giving the Supplier no less than three (3) months’ prior written notice. In the event that tonies is offered the Products or comparable products at a more favourable price or on more favourable terms than those which have been offered to tonies by the Supplier, all current Prices and/or terms shall be subject to negotiations between the Parties. If the Parties cannot agree on revised Prices and/or terms tonies shall be entitled to terminate the Agreement to the end of a month subject to 3 months’ prior written notice to the Supplier. |
Invoicing | The Supplier’s invoices shall be issued in accordance with Article 4 of the Terms & Conditions of Tonies in Appendix 0 Invoices shall be sent to the following email addresses: invoices-sc@tonies.com procurement@boxine.de |
Payment term | Unless otherwise agreed in writing, tonies shall pay invoices no later than 45 days following the receipt of a proper invoice and receipt of full delivery.已经协商执行45天付款周期 |
Currency | Unless otherwise agreed in writing, the payment shall be made in local currency. |
7: Non-binding Forecast
7:不具约束力的预测
Rolling Forecast | Tonies will provide Supplier on a monthly basis, by the 15th of each month, with a written forecast of the expected purchase quantities for the next three (3) calendar months in a non-binding forecast plan (hereinafter referred to as “Rolling Forecast” or “R3”). 由于forcast突然大量变化造成的备料损失,Tonies方有责任负责吸收和承担。增量20%,交期需重新商议;突然取消订单的情况,根据物料有效期,最长半年库存期限,Tonies方有责负责。 |
Meaning of the Purchase Quantities | Tonies shall notify the Supplier of the respective binding purchase quantities for each month as part of the Rolling Forecast. The Supplier has definitely to deliver the quantities stated therein for the first (1st) month. If an order exceeds the respective binding purchase quantities, Supplier shall notify tonies accordingly without undue delay. There shall be no obligation to confirm an order to the extent it exceeds the applicable binding purchase quantities; for the rest, Article 3. para 3 of the GPC shall apply. However, Supplier shall use its best efforts to accept and fulfil these orders completely. The Supplier undertakes to deliver the quantities stated in the Rolling Forecast for the second (2nd) month. The quantities indicated in the Rolling Forecast for the third (3rd) month represent a probable, still non-binding purchase quantity of Products, whereby the Supplier undertakes already upon receipt of the monthly plan R3 to make all reasonable efforts to be able to deliver these quantities indicated for the third month. |
Obligation to deliver | The Supplier shall use all commercially reasonable efforts to provide the volume of Products as reasonably requested by tonies from time to time. |
8: Incoterms
8:国际贸易术语解释通则
From and within the EU and non-oversea transport | From within i) the EU and ii) non oversea transport shall be subject to "DAP (place of delivery indicated in the order) Incoterms 2020". |
From outside the EU and non-oversea transport | From outside i) the EU and ii) non oversea transport shall be subject to "DDP (delivered duty paid) Incoterms 2020". |
From the rest of the world and oversea transport | From i) the rest of the world and ii) oversea transport FOB (i.e. outside the EU)) shall be subject to "FOB (agreed port of destination) Incoterms 2020". |
9: Special Provisions
9:特别规定
Subcontractors | Option 1: The following subcontractors are envisaged by the Supplier to provide the Products: [company’s name, address, activity, legal relationship to Supplier (Affiliated company for instance)] Option 2: No subcontractors are envisaged by the Supplier. |
Liability/ Proof of Liability Insurance | The Supplier shall be liable in accordance with Article 10 of General Purchasing Conditions of tonies in Appendix 0 (hereinafter referred to as "GPC") and has taken out business and property damage liability, in particular product and product recall insurance to cover this liability, which is attached to the Agreement in Appendix 8 (“Proof of insurance of the Supplier“)责任保险金额:需咨询保险公司,商讨金额; The insurance must at least provide the following coverage: bodily injury: EUR [10,0] million per incident; damage to property: EUR [10,0] million per incident; recall costs: EUR [__ __] per incident; and financial loss: EUR [__ __] per incident. |
Applicable law and place of Jurisdiction | German law to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. Exclusive jurisdiction and venue for all disputes arising from or in connection with this Agreement or concerning its validity, shall be Düsseldorf, Germany. |
Inclusion of GPC; Hierarchy of validity | The GPC in the version valid at the time of the order shall apply in addition to this Agreement. The current version of the GPC is attached to this contract as Appendix 0. In the event of changes to the GPC, tonies shall inform the Supplier of the new version and shall also inform the Supplier where it can retrieve the amended version of the GPC. If provisions of this Agreement collide with provisions in individual agreements including their annexes or the GPC, the following hierarchy shall apply: provisions in this Agreement take precedence over the provisions of the individual orders or their annexes. The individual orders or their annexes take precedence over the provisions of the provisions of the GPC. |
Miscellaneous | […] No oral agreements or collateral agreements to this Agreement have been made. Amendments or supplements to this Agreement must be made in writing to be effective. This also applies to the waiver of the written form requirement. Fax or e-mail are sufficient for the preservation of the contractual written form. |
10: Final Provisions
10:最终条款
Social Responsibility | Tonies and the Supplier are companies that are aware of their ethical, social and environmental responsibilities. Tonies and the Supplier are particularly concerned about a production that is environmentally friendly and socially responsible. Fair and appropriate treatment is also fundamental to the relationship with the employees. Tonies and the Supplier do not tolerate discrimination or harassment, e.g. on the basis of race, religion, creed, national origin, gender, disability, age or any other aspect. Tonies and the Supplier expressly reject the employment of children. In addition, the Supplier is therefore also subject to the Code of Conduct for tonies' business partners (Appendix 4). |
Salvatory clause | Should any of these provisions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid contractual provisions shall be replaced by contractual provisions which come as close as possible to the economic purpose of the invalid provisions. If necessary, tonies and the Supplier will negotiate and agree on such replacement. The same applies accordingly if the Agreement contains a gap. |
11: Appendices
11:附录
The following Appendices form an integral part of the Agreement
以下附录构成本协议的组成部分
Please mark with a cross where applicable
如适用,请用叉号标记
Appendix 0 | General Purchasing Conditions of tonies GmbH (GPC) (version: 1.1) | ☐ |
Appendix 1 | Specification of Products (version: 1.0) | ☐ |
Appendix 2 | Quality Assurance Agreement (version: 1.1) | ☐ |
Appendix 3 | Prices | ☐ |
Appendix 4 | Code of Conduct for TONIES’ business partners (version: 1.0) | ☐ |
Appendix 5 | Delivery Guideline Tonies GmbH (version: 1.0) | ☐ |
Appendix 6 | Tool provision Agreement (version: 1.0) | ☐ |
Appendix 7 | Material provision Agreement (version: 1.0) | ☐ |
Appendix 8 | Proof of insurance of the Supplier (version: 1.0) | ☐ |
Appendix 9 | Template for Individual Orders (version: 1.0) | ☐ |
Appendix 10 | List of tonies' Affiliates (version: 1.0) | ☐ |
12: Signatures
12:签名
(1) Supplier
(1) 供应商
Location | Date | Name, role: |
Location | Date | Name, role: |
(2) Tonies
(2) 托尼
Düsseldorf | ||
Location | Date | Name, role: |
Düsseldorf | ||
Location | Date | Name, role: |