General Service Agreement.
General Service Agreement.
THIS SERVICE AGREEMENT (this “Agreement”), dated as of [date] (“Effective Date”), is made
by and between:
AAAA, a company incorporated and existing under the laws of [country], having its principal
office at [company address] (“Service Provider”); and
BBB., a company incorporated and existing under the laws of China having its principal office at
[company address] (“Service Recipient”). Service Provider and Service Recipient shall be
referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS:
Service Recipient desires to receive certain services from Service Provider, and Service
Provider is willing to provide such services to Service Recipient, in accordance with the terms
and conditions set forth herein.
ARTICLE I
SERVICES
1.1 Subject to the terms and conditions of this Agreement, Service Recipient agrees to
procure from Service Provider, and Service Provider agrees to provide to Service Recipient,
certain services, including but not limited to installation, training, consulting, project
management, and commissioning (the “Services”).
1.2 The Service Recipient may inform the Service Provider of the details of the Services
requested from time to time. The Service Recipient shall provide a quotation for the Services
requested in the form of the Quotation Letter (Appendix I hereto) within the reasonable period.
The Service Recipient shall be deemed to have accepted the price in the Quotation upon signing
the Quotation Letter.
ARTICLE II
PAYMENT
2.1 Upon completion of the Services, Service Provider will issue an invoice to Service
Recipient, and Service Recipient shall make a payment on such invoice to Service Provider
within thirty (30) days from receipt of the invoice. Service Recipient shall not be allowed to
refuse to make any payment as long as the Services have been duly performed by Service
Provider. Service Recipient shall not be entitled to set off any amounts against the payment to
be made to Service Provider under this Agreement and/or Purchase Order.
ARTICLE III
LIMITATION OF LIABILITY
3.1 Service Provider agrees to provide the Services in a manner that conforms to standards
generally accepted in the industry. Notwithstanding anything to the contrary herein, in no event
shall Service Provider be liable to Service Recipient for any indirect or consequential damages
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whether based on contract, equity, tort or otherwise, arising out of, or related to, this Agreement,
and in no event shall Service Provider's liability arising from each service exceed the aggregate
amount paid to Service Provider by Service Recipient with respect to such service giving rise to
Service Provider's liability.
3.2 Service Recipient shall indemnify, hold harmless and defend, Service Provider from and
against any and all costs, expenses, claims, losses, judgments, civil or criminal penalties and
other liabilities (including, without limitation, attorneys' fees and costs) in connection with the
performance of the Services as requested by Service Recipient.
ARTICLE IV
TERM AND TERMINATION
4.1 This Agreement shall become effective on the Effective Date and shall continue to be in
force unless and until it is terminated pursuant to Section 4.2 below.
4.2 This Agreement may be terminated forthwith by either party by giving one (1) month’
prior written notice to the other party, provided that Service Recipient shall remain liable to pay
Service Provider for any Services that have been performed prior to the date of termination.
ARTICLE V
CONFIDENTIALITY
5.1 Any and all materials, documents, and/or information, tangible or intangible, disclosed by
each Party or any of its affiliates to the other Party under this Agreement shall be received and
maintained in confidence by the receiving Party and shall not be disclosed to any third party
without prior written consent of the disclosing Party.
ARTICLE VI
FORCE MAJEURE
6.1 All events or circumstances beyond the reasonable control of Service Provider, including,
but not limited to, fire, explosion, storm, flood, strikes, labor disputes, lockouts, acts of God,
government orders or restrictions, judicial action, unavoidable plant breakdowns or unexpected
plant shutdowns, delay, suspension or stoppage of the supply of raw materials for production
(“Force Majeure”) shall release Service Provider from its obligations under this Agreement for
the duration of such Force Majeure and from the effects resulting therefrom. Service Provider
shall promptly notify Service Recipient in writing upon the occurrence of such Force Majeure and
shall, to the extent reasonable and lawful, use all reasonable efforts to remove or remedy such
causes.
ARTICLE VII
GOVERNING LAW AND JURISDICTION
7.1 This Agreement shall be governed by and construed in accordance with the laws of the
People’s Republic of China. Any disputes or conflicts arising from or in connection with this
Agreement shall be submitted under the exclusive jurisdiction of the competent courts of the
People’s Republic of China.
ARTICLE VIII
MISCELLANEOUS
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8.1 Except as expressly provided hereunder, neither this Agreement nor any rights or
obligations contained in this Agreement may be assigned or otherwise transferred by either
Party without the prior written consent of the other Party.
8.2 This Agreement constitutes the entire agreement between the parties in connection with
the transaction contemplated hereunder and supersedes all previous agreements and
understandings between the Parties with respect to such subject matter, and cannot be changed
or amended except by an agreement in writing signed by the Parties.
8.3 If any provision of this Agreement is held to be invalid or unenforceable, then such
provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed
not to be included in this Agreement but without invalidating any of the remaining provisions of
this Agreement.
8.4 No waiver by either Party with respect to any breach or default or of any right or remedy,
and no course of dealing, shall be deemed to constitute a continuing waiver of the same, of any
other breach or default or of any other right or remedy, unless such waiver is expressed in
writing and signed by the Party to be bound.
8.5 The headings of this Agreement are for reference purpose only and are to be given no
effect in the construction or interpretation of this Agreement.
8.6 The Quotation Letter referred to in this Agreement are incorporated herein and made a
part hereof.
[End]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives as of the day and year first above written.
By:__________________________________
Name:
Title
BBB
By:______________________________
Name:
Title:
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Appendix I
To: BBB
QUOTATION LETTER
Date: [insert date]
Dear Sirs & Mesdames,
Our quotation for the captioned Services (the “Services”) you requested is as follows:
We shall provide to you the service as described, including but not limited to:
The Services is expected to be delivered to you by [insert date] at [insert place] after
receipt of your confirmation.
2. Quotation
For the scope of this Services, we shall receive remuneration amounting to [insert
amount] (tax and disbursement included / excluded).
Other terms are subject to the Service Agreement between you and us. We look
forward to working with you.
Yours sincerely
ACCEPTANCE OF QUOTATION
We, BBB, confirm the acceptance of the above quotation.
BBB
Date: