This Agreement made and entered into effective as of the ( )th day of (), 2002 (Effective Date) by and between XYZ Corp.,a Japanese company, with its principal place of business at (___주소기재 要___) (XYZ) and ABC Company, Ltd.,a Korean company, with its principal place of business at 20, 주소기재 , Korea (ABC)
WITNESSETH:
WHEREAS, ABC desires XYZ to warrant that the Products (as defined below) shall conform to the Specifications attached hereto;
WHEREAS, both parties hereto shall cooperate with each other in a good faith to establish a mutually close and prosperous relationship; and
NOW, THEREFORE, in consideration of the premises and covenants contained herein, the parties hereto agree as follow:
Article 1. Definitions
For the purpose of this Agreement;
1. “Products” shall mean the products supplied by XYZ under the basic purchase agreement executed on the ( )th day of (), 2002(hereinafter referred to as “Basic Agreement”). The Products may include and incorporate the components supplied by ABC.
2. “Specification” shall mean that attached hereto as confirmed and modified under Article 2.
Article 2. Confirmation and Modification of the Specification
1. The specifications of the Products shall be submitted to ABC for ABCs approval and shall be confirmed in writing by ABC and attached Annex A.
2. Any modification to the Specification confirmed as above shall only be made with ABCs written approval after due consultation between ABC and XYZ.
3. XYZ shall indemnify and hold harmless ABC against any and all losses/ damages incurred by XYZs arbitrary change /application of Specification without ABCs prior written consent.
Article 3. Obligation of ABC
1. ABC shall provide XYZ with the data on Products failure at ABCs manufacturing facilities at the beginning of every month during the term of this Agreement.
2. ABC shall supply and assure the quality of, components to be supplied by ABC to XYZ for incorporation into the Products.
3. XYZ shall not be responsible for ABCs mishandling of Products.
Article 4. Obligation of XYZ
1. XYZ shall guarantee that all Products supplied to ABC shall conform to the Specification.
2. For the quality assurance ABC may request XYZ to submit data and progress audit report on manufacturing Products and XYZ shall respond to such request of ABC.
3. XYZ shall provide ABC with the outgoing inspection report for the quality assurance whenever XYZ ships the Products to ABC.
4. XYZ shall keep any and all documents and record with regard to quality management, test record, inspection record, measurement and correction record and upon the request of ABC,
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