內(nèi)容文本分析for manufacturing work-full set

1、Apple Retail AGREEMENTFORMANUFACTURINGContract Number: R577-Legend-November 22nd, (the“EffectiveApple Retail AGREEMENTFORMANUFACTURINGContract Number: R577-Legend-November 22nd, (the“EffectiveApple Electronics Products Commerce CompanyUnits 1, 2, 3, 4,5 & 6, Level 20, OfficeTowerE1,OrientalPlaza, No

2、. 1 East Chang An Avenue, Dong Cheng District,Attn: Simon NgAND Legend (Beijing)Rm. 2108, 21/F.,.(“General BuildingNo.1,Zhubang2000Business100Balizhuangxili,Chao Beijing, China,100025 Attn: Arthur YoungTHE AppleRetailStore#577 CentralPark Guangzhou, Peoples(theTHE Manufacturing and Procurement for F

3、it-out COST FOR COMPLETION OF THE RMB ExhibitI ExhibitII ExhibitIII ExhibitIV ExhibitV ExhibitVI ExhibitVII ExhibitVIII ExhibitIX ExhibitX ExhibitXI ExhibitXII ExhibitXIIIScopeofWork Project sProject Cost MinimumInsuranceRequirements Contract Directive FormatChange Order CloseO hangeOrderApplesPolic

4、iesandSupplementalProvi sAppleRetailTABLEOFArticle ArticleArticle ArticlAppleRetailTABLEOFArticle ArticleArticle Article ArticleArticle Article ArticleArticle Article ArticleArticle Article Article Article Article Article Article Article Article Article ArticleArticle Article ArticleArticle Article

5、ArticleArticle Article ArticleVendorsVendors CompletionoftheDPP VendorsWarranties and PaymentScheduleandApplesVendors Assignment by Assignment by TerminationbyBChanges and Added Drawingsand Compliance with nsand OwnershipofWorkProductandityandIndemnityandProductsSafety andHealthRightsandPrevailing P

6、arties Dispute hePage 2 of EXHIBEXHIBITEXHIBITEXHIBIT Exhibit Exhibit Page 3 of Article The “Contract” the s” erchangeably herein) consist of Agreement (the “Agreement”), and all Contract Exhibits (the “Exhibits”) attached hereto or Orders as may be ed by Apple from time to time, as further describe

7、d in Article 2.0 Article The “Contract” the s” erchangeably herein) consist of Agreement (the “Agreement”), and all Contract Exhibits (the “Exhibits”) attached hereto or Orders as may be ed by Apple from time to time, as further described in Article 2.0 below. any of the s is inconsistent ny of this

8、 Agreement, the ofthis AgreementernunlessexpresslyspecifiedThe following Exhibits are attached hereto and incorporated herein by this reference as set forth in ExhibitI ExhibitII ExhibitIII ExhibitIV ExhibitV ExhibitVI ExhibitVII ExhibitVIII ExhibitIX ExhibitX ExhibitXI ExhibitXII Exhibit ScopeofWor

9、k Project sProject Cost MinimumInsuranceRequirements Contract Directive FormatChange Order CloseO hangeOrderApplesPoliciesandSupplementalProvi sVendors Participation by Vendors Affiliates. pples prior written approval to be given withheld in Apples sole discretion, Vendor may have an affiliate (“Ven

10、dor Affiliate”) perform and payment for certain Work under this Agreement. Any such Work and the amount payable with respect to such Work shall be identified in a Purchase Order executed by Apple and such Vendor Affiliate. Upon execution of any such Purchase Order, Vendor Affiliate shall be obligate

11、d to perform all obligations of Vendor under this Agreement relative to such Purchase Order and Work and Vendor and Vendor Affiliate shall be jo ly and severally responsible for the performance of the Work contemplated by the PurchaseOrder on the terms he Agreement and the Purchase Order t VendorAff

12、iliatemayhaveexecutedsuchPurchase Article Vendors and Work (collectively, the “Work”) Vendor agrees to perform the specific herein and in Exhibit I, in accordance with the terms and conditions of the including without limiion the limits set forth herein which Vendor recognizes and acknowledges are o

13、f the essence.Vendor t Apple shall pay Vendor, for the complete and satisfactory performance the Work subject to any additions and t Apple may authorize, the fixed contract sum on page 1 of this Agreement and noted as “Cost for Completion of the Work”. This amount shall be inclusive of all costs wha

14、tsoever, including, without ion, all applicable taxes and customs Vendor agrees to provide, or cause to be provided, all labor, equipment and materials, as well all technical and al Work and expertise, data and systems, and all other duties and items cost to timely deliver the Work and all specific

15、work products, designs and drawings, and deliverables (collectivelythe“Deliverables”)calledhe Vendor will carry out the Work in accordance with the most recent al and and standards, and in the most expeditious and economical manner consistent with the erests of Apple. Vendor is responsible for infor

16、ming Apple in writing, at any time, if it does not sufficient facts and information to carry out, with as described herein under this Agreement.he specified time periods, all Work and Page 4 of Vendor will kly and monthly Work and progress reports, as requested by which shall include, the stage of p

17、rogress of the Deliverables and the Work, the s us of the staffing, progress and earned values, any problems or information needed, and cost reporting relating to the Vendors Article Vendors Work will consist of providing all labor, materials, expertise, tools and ion,Vendor will kly and monthly Wor

18、k and progress reports, as requested by which shall include, the stage of progress of the Deliverables and the Work, the s us of the staffing, progress and earned values, any problems or information needed, and cost reporting relating to the Vendors Article Vendors Work will consist of providing all

19、 labor, materials, expertise, tools and ion, superviand all other items of cost nesary to design (as authorized by Apple), provide and manufacture and/or assemble, deliver, and install if so specified, complete in a workmanlike and substantial manner, all Deliverables he “Scope of Work”, in with the

20、 “Schedule for the Work” and other conditions set forth therein. Time is of essence with respect to the Schedule for the Work.Vendor shall be fully and exclusively liable and responsible for the Scope of the Work and for all s and information (including the correctness, accuracy and completeness the

21、reof) used orproduced for or in connection with the Work including any submitted or re-submitted to Apple, in accordance with this Agreement.All Work and Deliverables will be new and of the best quality, of the kind specified, free faults and defects, fit for the ended by Apple, and in strict confor

22、mance with the s. Vendor shall furnish satisfactory certifications, quality and testing and inspection records to demonstrate the kind and quality of the materials and equipment providedhereunder.Vendor shall package all items in suitable containers to permit safe ion and Containers are units, which

23、 can be made of carton, pallet, crate, or wood packaging. For details on wood packaging, Vendor shall refer to the Routing Guide published by Apple Retails Logistics. Upon Vendors request, Apple will make the Routing Guide available to Vendor. Each delivered container must be labeled and marked to i

24、dentify contents without opening and all boxes and packages must contain packing sheets listing contents. Vendor will clearly identify the country of origin of all goods delivered and will indemnify, defend and hold harmless Apple with respect to any Losses (as defined in Section 22.1 below) incurre

25、d in connection with Vendors failure to identify or misidentification of the country of origin.During the term of this Agreement, Vendor shall obtain and ain in full force and effect, its own cost and expense, insurance in compliance with Exhibit V. Vendor shall require Subcontractors, used, to proc

26、ure and ain like insurance coverage, and to s of insurance to During the term of this Agreement, Vendor shall comply pples Policies and contained in Exhibit X. to r” in Exhibit X shall mean Vendor, to rnel” shall mean Vendor, its Subcontractors, rs, consultants, and their agents Article Completion o

27、f the Vendor agrees to commence the Work in accordance with the “Schedule for the Work” set in Exhibit III, and to perform the Work so as to achieve “Completion” by the date specified barring only force majeure events, including by le acts of God, war, rebellion, terrorism, commotion, disorder, stri

28、ke s n Vendors employees and Subcontractors, and delay events unforeseen by Vendor, beyond its reasonable control and could not reasonably have e (hereinafter “Forcehe event of Force Majeure, avoided tVendor of promptly notifies Apple of the Force Majeure event, Vendor may make a claim for an and Ap

29、ple shall reasonably determine the of time, if any, to which Vendor is entitled. Vendor he Schedule for the Work relative to recognizes and t the time set commencement, prosecution, and “Completion” (as hereinafter defined) of the Work and the Deliverablesshall be deemed of the essence of this Contr

30、act, and failure to comply with the terms hereofPage 5 of and said Schedule for the Work, inclusive of the default by Vendor (an “Event of Default”).tone dates provided therein, shall constitute Prior to commencing execution of any part of the Work, Vendor shall t it shall fully explained the design

31、 and other characteristics of the part of Apple and have received comments, if any, on the same. Vendor shall take fulland said Schedule for the Work, inclusive of the default by Vendor (an “Event of Default”).tone dates provided therein, shall constitute Prior to commencing execution of any part of

32、 the Work, Vendor shall t it shall fully explained the design and other characteristics of the part of Apple and have received comments, if any, on the same. Vendor shall take full account of Apples comments in executing the Work. Notwithstanding any review, comments or approval by Apple, Apple shal

33、l have no liability or responsibility for any design or other characteristic of the Work or any part thereof and no risk, obligation or liability of Vendor shall be re ved, limited or diminished on the grounds of any such review, comments or approval.“Completion” shall t, subject to inspection and f

34、inal acceptance by Apple (pursuant Article t the Work and Deliverables have been manufactured and constructed (and if installed) in accordance with the approved design, t Apple can utilize the Work and for ended e. When, in Vendors opinion, the Work and Deliverables are Vendor will so notify Apple i

35、n writing and afford Apple a reasonable time to inspect the Deliverables Vendors shop prior to without delaying the scheduled delivery. hree (3) business of receipt of Vendors Notice of Completion, Apple will notify Vendor of ent and schedule for inspection, if any, failing which Apple s for inspect

36、ion following receipt of Deliverables at the designated location. Apples inspection at Vendors shop ended to compliance with ent only, and neither constitutes final acceptance of the Deliverables, erned by Article 6.0, nor re ves Vendor of its obligations iver and install the Deliverables, if he eve

37、nt the Work is delayed or stopped as the result of Force Majeure, then Vendor comp s rticle 27.0 below relative to notice to Apple of any such delay or Vendor shall be entitled to an of time in which to perform the Work equivalent to the of time which Vendor can t the Work ually delayed as the resul

38、t of Force Vendor agrees and t such an is reasonable and he event Force Majeure delay, and agrees to accept the same in damagesorotherre fotherwiseprovidedatContract,u of, and to waive its rights to, any monetary aw or equity.If Vendor fails to achieve Completion of the Work by the Time for Completi

39、on then, Vendor pay or allow to Apple liquidated he amount of RMB 30,000 for every day n the for Completion and the date of Completion of the Work. Such sum shall quidated and Article DPP Unless and except to the extent specified otherwise, all Work and Deliverables produced this Agreement shall be

40、shipped “DPP” (“Delivery Duty Paid”) according to Incoterms) to the Project (unless otherwise specified by Apple), and all such delivery, insurance, risk of loss, duties storagecosts are heCostfor CompletionoftheArticle Inspection and Acceptance by paniedbyalist or by a copy of a . Following deliver

41、y to Apple, or installation by Vendor so authorized, Apple will have a minimum of ninety (90) days, or longer if such time is reasonable, to inspect the Deliverables, and partial payment or payment in full prior to completion of inspection does not waive Apples right of rejection of nonconforming or

42、 defective goods. Apple will have no liability forDeliverables t are received in a damaged condition, or which are determined to be defective within the Warranty Period, and Vendor is solely responsible for the repair or replacement, at Apples sole option, of such Deliverables.Vendors Warranties and

43、 Article Vendor hereby warrants and covenants to Page 6 of Itisdulylicensedtoobserveandperformtheterms,covenants,conditionsandsonitsparttobeobservedorperformedItisexperiencedandskilled heWorkofthe typedescribedin,orrequiredby,It is aware Itisdulylicensedtoobserveandperformtheterms,covenants,conditio

44、nsandsonitsparttobeobservedorperformedItisexperiencedandskilled heWorkofthe typedescribedin,orrequiredby,It is aware of other work by Apple, ApplesVendors and contractors under contract to Apple (collectively “Separate Corc) at the location at which the Deliverables will installed (if applicable), a

45、nd agrees to coordinate and schedule the Work with such work of such Separate Contractor so as to avoiderference or delay.Vendor will secure and pay for all sary approvals, permits, assessments chargesrequiredforthedesign,manufacture,delivery,andinstallation,ifapplicable,ofthechargedbyVendortoApplef

46、ortheWorkandDeliverablesshallnotexceedoffered to any other customer for similar work, net of any rebates and discounts, regardless offeredtoanyothercustomerforwork, Vendor will make those priavailabletoAppleatthesametimeastheyareofferedtoanyother requirements of the Contract, to promptly replace the

47、 same, whether observed before or defective, or otherwise is found to be not in accordance with the requirements of the sriodoftwoyearfromthedateofwrittenacceptancebyAppleoftheWork,ortermsofa longer, applicable s(collectively“WarrantyPeriod”).Applemaygivenoticeatanytimewith heWarrantyPeriod.Vendorsw

48、arranty obligationshereundershallincludeallcostsne sarytoreplaceorrepair,atApplesdiscretion,any defective Deliverablesfor which Apple providesVendor notice duringthe Warranty Period, and inaddition, the repair and/or replacement, at Apples discretion, of any adjoining property damaged by anyDelivera

49、blesrepairedorreplacedshallbeextendedforoneyearfromthedateofsuchrepairor VendortheeventitfailstopromptlycomplywithitsobligationssetforthArticle 7.2 abovetApplemaycausethedefectiveDeliverabletobecorrectedorreplaced,inwhich hirty(30)daysofdemandbyReplacementafterVendor warrants to make available to Ap

50、ple replacement Deliverables and components,andpartsof theDeliverablesriodof5years from the expirationofthe PeriodandVendorwill acceptandfulfill PurchaseOrdersforreplacementDeliverables,materials, components,orpartsi edbyAppleoranyAppleAffiliateduringthisperiod.Toensure titisable to comply with the

51、above requirement, Vendor agrees to ma a he pro s, equipment, and materialsrequiredtoproducethereplacementDeliverablesandmaterials,components,andpartsofthe Deliverables throughout the 5 year period.heeventtVendorwillbeunabletoprovideApplewithshall give Apple written notice (“Last Time Buy Notificati

52、on”)eastninety(90)daysbeforethedate ipates itwill be unableto provide suchitems toApple. Vendor will acceptand fulfill purchaseordersforreplacementDeliverables,materials,components,andpartsiedbyApplewithin ninety (90) days after Apples receipt of the Last Time BuyNotification.IfVendorfailstocomplywi

53、thitsobligationspursuanttoSections7.4.1and7.4.2,Vendorreplaceand/orrepairatApplessolediscretiontheaffectedDeliverablesatitssolecostandPage 7 of Vendor t Apple has made no commitment as to ty of Deliverables or materials, components, and parts of the t it will purchase from Vendor accepts a relations

54、hip of trust and confidence established by this Agreement n and Apple and, further, covenants t it shall: furnishVendor t Apple has made no commitment as to ty of Deliverables or materials, components, and parts of the t it will purchase from Vendor accepts a relationship of trust and confidence est

55、ablished by this Agreement n and Apple and, further, covenants t it shall: furnish its best skill and judgment cooperate with Apple in furthering the erests of Apple; furnish efficient business administration super endency and an adequate supply of workmen, equipment, tools and materials at all time

56、s; and, perform the Work in the best and soundest way and in the most expeditious and economical mannerconsistentwith theerests ofArticle Payment Schedule and In consideration of Vendors complete and satisfactory performance of the Work, Apple make payments (“Performance Payments”) to Vendor as Init

57、ial payment of RMB 6,738,833.00 (20%) will be paid within thirty (30) days upon execution of Agreement after Apples receipt of an days after Apples receipt of an; and each progress payment will be paid with for the same with reasonable supportinghirty ation, to deliveredfollowingApples acceptanceoft

58、heVendor shall ship the Deliverables as per the terms and conditions of this Agreement. Apple shall timely notice to t the Deliverables have been custom cleared in a lly manner (“Notice of Clearance”). Upon receipt of a Notice of Clearance from Apple, Vendor for the shipped Deliverables. Before subm

59、itting or Application for Payment, Vendor submit (and resubmit until approval is obtained) to Apples Development Manager for approval, “Schedule of Values”, broken down by each category or unit of the Deliverables, labor rendered China and material, as required by Apples Development Manager. Each he

60、 “Schedule of shall only include its pro rata share of overhead and profit. The Schedule of Values, when approved Apples Development Manager,shall beusedas abasis forVendors ApplicationforBased on Vendors Application for Payment, the Schedule of bmitted by Vendor and by Apple, and approval of Vendor