1 、目的 OBJECT
2、 、围 范围 SCOPE
3 、定义 DEFINITIONS
4 、描述 DESCRIPTIONS
5 、相关表单 ASSOCIATED DOCUMENTS
版本
日期
目标 Revision
Date Object A 09/04/2015 Creation /建立
B 01/10/2015
Revision/修正
1 、 目的 - OBJECT
该指引旨在确定管理客户合同的过程，以便：
This instruction has for purpose to define the process of management of customers ‘contracts in order to
: - 保护与这些客户的关系 secure relationships with these customers - 避免就主要的商议的条款的潜在的未来的诉讼 avoid any potential future litigation on main negotiated terms - 理清确定和签署合同的内部过程 clarify internal process of validation and signing of contracts
2 、 范围 - SCOPE
该指引适用于所有集团的子公司。*************服从于 COMEX的确定。
This instruction applies for all entities members of WIRQUIN GROUP. Any derogation must remain exceptional and punctual, subject to prior validation of the COMEX.
特别关系到所有 MDU经理、工厂经理和他们的负责客户关系的员工。
Are especially concerned all MDU Managers, Plant Managers, and their own staff in charge of customers ‘relationships.
也关系到集团所有子公司的销售团队（不管他们的工作岗位）。
That also concerns whatever their position, all sales teams of the Group ‘subsidiaries.
关系到所有与客户执行的所有合同和收到客户的所有合同。
Are concerned all contracts to be implemented with the customers as well as the ones received from the customers.
3、 、 定义 - DEFINITIONS
合同是指所有正式的成文的，和/或子公司正在和客户签署的协议。
Contract means all official written agreement and/or undertaking to be signed by the Subsidiary with one of its customers
客户是指任何有意向根据已达成的条款（价格、贸易术语、包装、运输）向集团采购的第三方。
Customer means any third party interested in interested in purchasing Group’s products according agreed terms (prices, incoterms, packaging, logistics …)
默认更新合同是指前一个合同自动以同等的时间生效，除非一方根据确定的通知时间内，书面通知不作更新。
Renewal by tacit agreement means that contract is automatically renewed for equivalent period of previous one, except written notification from one party confirming willingness of not renewing it, according notice period defined.
成文协议更新是指合同按以协议的时期自动中止，除非双方签署新的协议。
Renewal by written agreement means that contract automatically ends with the agreed duration, except if new written agreement is signed by both parties.
有效日期是指已签订的合同的当事人开始执行权利和责任的日期。可能不同于签订日期。
Effective date means the date of beginning of undertakings, rights and obligations of parties attached to the contract signed. Maybe different from the signing date.
Notice period means the minimum period to be respected from one party before stopping partly or fully the contract signed with the other party. During this period, parties have to follow up respecting the contract and the normal cycle of orders and deliveries.
4、 、 描述 - DESCRIPTION
1. 包括和/ 或检查 与客户签署的现行合同的强制条款包括和/ 或 Imperative terms to be included and/or to be checked as present in contracts to be signed with a customer
普通条款 - General terms :
- 当事人的身份（名字、地址、注册编号）
Identity of parties (name, official address, n° of registration) 注：
NB : must imperatively the companies who will be the official contractors, the ones to be delivered and
invoiced, or if different we will have to get some official power of acting from the customer to the one who will negotiate and sign on its behalf (need to be expressly noted in the contract in this event).
- 签署日期和签署地点 Date of signing and place of signing 注：如卖家和客户的日期不同，请看本文下方关于有效期的说明。
NB: if two different dates between the Seller’s signature and customer’s one, please see comment concerning effective date hereinafter.
- 合同期限和有效日期（当与签署日期不同）
Duration of the contract and effective date (when different from date of signing) 注：如果有效期等于签署日期，只在双方中注明签署日期。
NB: if effective date is equivalent to the signing one, only one signing date must be indicated for both parties.
- 续约（新的成文协议还是默认方式）
Renewal (express by new written agreement or by tacit one)
-
Notice period for ending the contract if not fixed term NB: form of the notification has to be defined according local laws of each subsidiary (registered letter, bailiff, etc…)
- 签署人姓名和公司盖章 Name of signing persons and stamps of companies.
商业条款 - Commercial terms
- 产品清单（品号和品名）
Products list (codes and names)
- 价格清单（商议的单价）
Prices list (unit price negotiated)
- 商议的价格的有效期限和修改条款，如果 Duration of validity of prices negotiated and revision clause if discussed with the customer (ex : revision linked to increase of raw materials)
- 国际贸易术语(EXW, FCA, DDP, CIP, …) Incoterm agreed (EXW, FCA, DDP, CIP, …)
- 如有 Rebates if specific complementary agreement for volumes, turnover, etc…
- 付款条款 Payment terms such as
o 付款条款（ term of payment (ex : 30 days from order) o discount for early payment if any ex (ex : 0,40% deductible from payment if done within 10 days instead of 30 days agreed) o 付款方式（银行转账、信用证、抵偿债务等…）
methods of payment (bank transfer, letter of credit, compensation of debts, etc…) o 迟交货款的罚金 penalties for late payments o 产品所有权转移：
Transfer of ownership on products: if legally accepted in the subsidiary’s local laws, a specific clause confirming that ownership is transferred only after full payment of products, has to be inserted in the contract.
- 附属于产品的保修条款：可用条件、免除条件、限制条件、激活条件。
Warranty terms attached to products: conditions of availability, exonerations and limitations, and activation process.
SCM 条款 - SCM
terms
- 客户订单和回执
Conditions of ordering from the customer and acknowledgment of receipt if any from the Subsidiary
- Lead times agreed and mention of the non-imperative undertaking attached (to avoid as much as possible penalties for late deliveries).
In the event of penalties imposed by the client during the negotiation, conditions attached have to be clearly included in the contract (rate of penalty, proofs, conditions of activation, etc…)
- 最小订单量（如有），开发票的运输费用（如不遵守最小订单量或约定的运费准免）（Minimum Quantity Order if any, and cost of transportation to be invoiced if non respect of MOQ or Franco agreed (value of order minimum for free transportation).
2. 内部更改和签署过程 - Internal Revision and signing process
MDU经理（或负责 MDU团队的人）是整个过程的负责人（**和监督）。他负责收集其它部门的数据和商议的信息的传递。
The MDU Manager (or the person in charge of within his team) is the leading party during the full process (animation and supervision). He’s responsible for the collection of data from other departments, and transmission of any elements negotiated.
Receipt of contract by Sales Department and immediate transmission of copies to other deparmentsMDU FINANCIAL CONTROL PLANTCheck commercial terms according what was discussed and agreed with the customer during the negotiation periodCheck accordance of terms negotiated with the budget (prices, rebates, terms, …)Check SCM terms and other operational terms (quality specifications, warranty, …)Potential assistance of local lawyer
if specific issue detected within the contractMDUCollection and preparation of amended contractSigning by MDU Manager and Plant ManagerSending to customer by MDU for own signingAsking for one sample signed to be resent to MDU if necessaryScanned copy to be kept on common IT servor and original to be kept in safe place not freely accesssible. Scanned copy to be sent to COMEX
3. After signing process
The original signed by the subsidiary and the customer has to be kept in a safe place not freely accessible within the subsidiary.
A scanned copy is provided to the COMEX (Legal & HR Director) for top 10 customers. A scanned copy is also accessible but with limited access for the departments in charge of daily operation with the customer on internal IT system of the company.
At the end of the contract if limited duration, the MDU has to ensure the renewal at the ending date in order to maintain the relationships with the customer and avoid any break within the operations.
5 、相关 表单 - RELATED DOCUMENTS
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