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Vishay Product Outsourcing Quality Agreement

1. Scope: This Vishay Product Outsourcing Quality Agreement (“Agreement”) defines the general quality and environmental requirements relating to the supply of Products by Supplier to Buyer (including its Affiliates, agents, distributors, customers) between:
范围:这份 Vishay 产品外包质量协议(“协议”)定义了与供应商向买方(包括其关联公司、代理商、分销商、客户)供应产品相关的一般质量和环境要求。

Supplier Legal Entity Name

Address 地址:

acting also for and on behalf of its Affiliates, inter alia the ones listed herein:

(Hereafter known as “Supplier”)


Vishay Legal Entity Name 维舍法律实体名称:

Address 地址:

acting also for and on behalf of its Affiliates, inter alia the ones listed herein:

(Hereafter known as “Buyer”)

2. Definitions  2. 定义

“Affiliate” means a company or entity that, directly or indirectly, controls, is controlled by or is under common control with a Party to this Agreement.

“Control” means direct or indirect ownership interest of at least 50% of an entity, or ownership of the capital stock or the voting rights of a company or entity, or the right to control or direct management of a company or entity.
“控制”指直接或间接拥有至少 50%的实体所有权利益,或拥有公司或实体的股本或表决权,或有权控制或指导公司或实体的管理。

“Epidemic Threshold” means (i) more than one tenth of one percent (0.1%) of the aggregate of any Products delivered to Buyer during any three (3) months fails to fully comply with the Product specifications or quality standards due to a single cause (i.e. defects due to a similar or substantially similar cause, as measured in accordance with mutually agreed upon specifications); and/or (ii) overall monthly return rate exceeds one tenth of one (0.1%) percent for any consecutive six (6) months due to multiple causes. In the event different epidemic threshold or definition is agreed by the Parties in writing, the latter shall prevail.

“Effective Date” means [DATE]

“Party” means either Buyer or Seller.

“Parties” means both Buyer and Seller collectively.

“Product(s)” mean any goods (including but not limited to raw materials, parts, components, commodities, accessories, tools, packaging materials etc.) and services directly or indirectly provided by Supplier and/or its Affiliates to Buyer and/or its Affiliates.

“Purchase Order” means any written order issued by Buyer and/or its Affiliates to purchase any Products.

“Vishay Purchasing Conditions” means the Buyer Purchasing Conditions notified by Buyer or its Affiliate or otherwise referred to in Purchase Order.
“Vishay 采购条件”指买方或其关联公司通知的买方采购条件,或者在采购订单中另有规定的采购条件。

3. Purpose  3. 目的

The purpose of this document is to set forth Buyer’s requirements with respect to the quality and environmental management system of Supplier including its Affiliates, agents and subcontractors that supply Products to Buyer.

The Buyer expects fully compliant (including meeting the quality standards and specifications agreed by the Buyer and/or its Affiliates) and ZERO - defect Products supplied by Supplier (including its Affiliates) and a commitment from Suppliers to implement appropriate systems and controls to ensure 100% ontime delivery of conforming defect free products.
买方期望供应商(包括其关联公司)提供完全符合要求(包括符合买方和/或其关联公司约定的质量标准和规格)和零缺陷产品,并要求供应商承诺实施适当的系统和控制措施,确保 100%准时交付符合要求的无缺陷产品。

4. Validity 4. 有效性

This Agreement shall become effective since Effective Date. The applicable Vishay Purchasing Conditions are fully incorporated into this Agreement and shall apply to all purchases of Products by Buyer and/or its Affiliates from Supplier and/or its Affiliates.
本协议自生效日期起生效。 Vishay 采购条件适用于本协议,并适用于买方和/或其关联公司从供应商和/或其关联公司购买产品的所有情况。

In case of conflicting rules between this Agreement and any other agreement/document, the order of precedence of the documents is as follows:

Purchase Order  采购订单

Part/Material Specific Agreement/Drawing

Vishay Product Outsourcing Quality Agreement

Master Purchase Agreement

Strategic Agreement (when applicable)

5. Quality Assurance  5. 质量保证

5.1. Quality Management System:
5.1. 质量管理体系:

5.1.1. The Supplier shall establish, document, and maintain a Quality System conforming to ISO9001 requirements.
5.1.1. 供应商应建立、记录和维护符合 ISO9001 要求的质量体系。

5.1.2. The Quality System shall be available for periodic on-site review by Buyer (including its customers, agents, and distributors) to verify that key elements have been developed, documented, and effectively implemented. However, quality and company audits and review by Buyer and/or its customers, agents or distributors shall not waive, change, or remove any Supplier’s responsibilities for Product quality assurance.
5.1.2. 质量体系应定期提供给买方(包括其客户、代理商和分销商)进行现场审查,以验证关键要素是否已开发、记录和有效实施。然而,质量和公司审核以及买方和/或其客户、代理商或分销商的审查不得免除、改变或删除供应商对产品质量保证的责任。

5.2. Environmental System:
5.2. 环境系统:

5.2.1. Supplier is required to install Environmental Management Systems that are compliant with ISO14001 and an occupational health and safety management system that is compliant with ISO 45001 requirements.
5.2.1. 供应商必须安装符合 ISO14001 标准的环境管理系统,以及符合 ISO 45001 要求的职业健康与安全管理系统。

5.2.2. Supplier, which is not yet certified for ISO14001 and ISO45001 shall create a working plan to become compliant with ISO14001 available for Buyer’s review within the deadline agreed by Buyer in writing and shall timely drive forward the implementation, unless Supplier has obtained in advance an approved written exemption from Buyer waiving such a plan.
5.2.2. 供应商若尚未获得 ISO14001 和 ISO45001 认证,应制定一个工作计划,以便在买方书面同意的截止日期前提供给买方审阅,并及时推动实施,除非供应商事先获得买方批准的书面豁免,免除这样的计划。

5.2.3. Evidence of certification of compliance with ISO 14001 shall be supplied to Buyer within 180 days as of the date of this Agreement, or such other time as approved by the Buyer in writing.
5.2.3. ISO 14001 合规认证的证明应在本协议签订之日起 180 天内提供给买方,或经买方书面批准的其他时间。

5.3. Supplier shall notify Buyer within 10 working days in case any of its ISO14001 or ISO45001 Certificate has been suspended or has expired.
5.3. 供应商应在其 ISO14001 或 ISO45001 证书被暂停或过期时的 10 个工作日内通知买方。

5.4. Supplier shall forward with each delivery a signed statement of compliance (Certificate of Compliance) when requested by Buyer.
5.4. 供应商应在买方要求时,每次交付时转交一份符合性声明的签署文件(符合性证书)。

6. Audits 6. 审计

Upon request of Buyer, Supplier and its Affiliates shall grant Buyer (including its Affiliates, designated third party, customers etc.) the access to any information and premises of Supplier (including its Affiliates, subcontractors, suppliers, agent etc.) relating to preparation, manufacturing, testing, packaging, storage Products for Buyer or its Affiliates. Audits shall be conducted based on ISO 9001, IATF 16949 or any other standards designated by Buyer or its customers. Supplier shall provide the necessary resources for the performance of this task at its own costs. Unless otherwise instructed by Buyer in writing, Supplier shall not disclose to third parties (including Buyer’s customers) any information pertaining to this Agreement, audits conducted by Buyer as well as the discussions, collaborations, transactions between Supplier and Buyer. Supplier agrees that Buyer may inform Buyer’s customers about the audit results. Supplier shall be responsible for the cost of audit if any discrepancy, violation, or non-compliance with this Agreement is found during audit.
在买方的要求下,供应商及其关联公司应允许买方(包括其关联公司、指定的第三方、客户等)访问与为买方或其关联公司准备、制造、测试、包装、存储产品有关的供应商(包括其关联公司、分包商、供应商、代理等)的任何信息和场所。审计应基于 ISO 9001、IATF 16949 或买方或其客户指定的任何其他标准进行。供应商应自行承担执行此任务所需资源的费用。除非买方书面指示,供应商不得向第三方(包括买方的客户)披露与本协议、买方进行的审计以及供应商与买方之间的讨论、合作、交易有关的任何信息。供应商同意买方可以向买方的客户通报审计结果。如果在审计过程中发现任何不符、违规或不符合本协议的情况,供应商应承担审计费用。

7. Zero Defects 7. 零缺陷

Supplier shall have robust processes and designs in place to prevent shipment of defective and nonconforming Products. Furthermore, the Supplier shall have an adequate quality management system to ensure an objective to meet Buyer’s ZERO (0) defect requirement.

8. Continuous improvement
8. 持续改进

Supplier shall have a system to continuously improve its Products quality, yield, performance, and cost efficiency. Upon Buyer’s request, Supplier shall support and work together with Buyer to achieve Product and process improvements in all aspects including but not limited to Product quality, delivery, and services. Supplier’s performance will be evaluated annually by Buyer based on Buyer’s supplier assessment methodology, applicable industry standards, Buyer’s customer requirements as well as other standards / methods. Supplier may be contacted periodically to review the progress being made on such objectives designated by Buyer and Supplier shall provide full cooperation during the review.

The Supplier shall systematically put effort into Product quality continuous improvement projects, especially in reducing variation towards Process/Product Special Characteristics and testing variability and to address any requirements as may be raised by Buyer or its customers from time to time. All results shall be documented and retained by the Supplier and shall be made available to the Buyer upon request.

9. Supplier Quality Assessment Data
9. 供应商质量评估数据

Supplier shall provide all relevant Product quality assessment data as requested by Buyer

10. Analytical Techniques
10. 分析技术

The Supplier shall use the appropriate analytical techniques to improve capability and for problem resolution. Examples of analytical techniques are Design of Experiment (DOE), Benchmarking, Correlation/ Regression Analysis, Theory of Constraints, Lessons Learned. All results shall be documented and retained by the Supplier and shall be made available to the Buyer upon request.

11. Statistical Techniques
11. 统计技术

The Supplier shall monitor process performance using the appropriate statistical techniques. Additional areas where statistical techniques can be used are Gage R&R studies, Defect Analysis, and Continual Improvement Processes. All results shall be documented and retained by the Supplier and shall be made available to the Buyer upon request.

12. Measurement System Analysis (MSA)
12. 测量系统分析(MSA)

The Supplier shall perform measurement system analysis (MSA). All results shall be documented and retained by the Supplier and shall be made available to the Buyer upon request.

13. Error Proofing: 13. 错误防范:

The Supplier is encouraged to utilize the Error Proofing technique in the manufacturing as well as business processes. All results shall be documented, and error proofing check list retained by the Supplier, which shall be made available to the Buyer upon request.

14. Preventative / Predictive Maintenance
14. 预防性/预测性维护

The Supplier is expected to implement a preventive and predictive maintenance system in accordance with ISO9001:2015. All results shall be documented and retained by the Supplier and shall be made available to the Buyer upon request.
供应商应按照 ISO9001:2015 的要求实施预防性和预测性维护系统。所有结果必须由供应商记录并保留,并在买方要求时提供。

15. Conformance to Specifications Supplier warrants that:
15. 符合规格 供应商保证:

All Products must conform to the specifications referred to or contained in Purchase Order, or otherwise agreed by Buyer in writing. Supplier and Subcontractor shall not deviate from such specifications without prior written consent of the Buyer.

The Supplier shall perform, and document (requirements and results) all applicable inspections and tests required to substantiate product conformance to specifications required and approved by Buyer in writing and ensure that its subcontractors/suppliers do the same.

Changes to the requirements, including test plans, inspections, reliability monitoring shall not be made without the written approval of Buyer.

16. Product Change Control
16. 产品变更控制

Supplier shall provide at least six (6) months advance notification (Supplier Change Request – SCR) of a manufacturing location change, material/substance content or specification changes or any change that potentially could affect the form, fit, function and/or reliability of a Product (“Product Changes”). As a guideline, in the following a none all-inclusive list of changes that would require a notification and SCR issuance:
供应商应提前至少六(6)个月通知(供应商变更请求-SCR)制造地点变更、材料/物质内容或规格变更或任何可能影响产品的形式、适配性、功能和/或可靠性的变更(“产品变更”)。作为指导,以下是一个非全面列表,列出了需要通知和发出 SCR 的变更:

Type of Change 变更类型

Explanation / Example 解释/示例


Design / Specification Change

Part drawing change of dimension, material, or feature

Datasheet specification change

Change that affects Product specification or design parameter

Electrical: New part number

Mechanical: revision change New qualification submittal

Supplier or Material Source Change

Change of supplier or sub-supplier

Change of material composition


New qualification submittal

Change in Part Processing (Method or Machine Change)

Change of the process method

Change of the process method or machine that affects product quality, function, appearance, or reliability


New qualification submittal

Inspection / Testing Change

Change of the inspection method, quality, function, appearance, or reliability


New qualification submittal

Location Change  位置变更

Change of any manufacturing location

Change of any final assembly location

Change of any ship from location


New qualification submittal

Packaging Change  包装变更

Change of packaging material, size, or quantity

Electrical: New part number

Mechanical: SCR  机械:SCR

New qualification submittal

Tooling: Transfer, replacement, refurbishment or additional
工具: 转移、更换、翻新或增加

Change of equipment that may affect

quality, function, appearance, or reliability


New qualification submittal

Supplier shall provide Buyer with all relevant qualification information along with samples for evaluation free-of-charge as soon as possible. Supplier and Buyer shall mutually agree upon measures to be taken with regards to stock in transit as well those within the possession of Supplier or Buyer.

Supplier shall not ship any Product subject to any Product Changes above (“Changed Product”) until Buyer has approved the Product Change in writing. The first shipment containing any Changed Product must bear a special marking on the outer and inner packing as well as the shipping documentation. For the avoidance of doubt, Buyer may decide in its sole discretion, whether to approve any changes proposed by Supplier to the Products.

Upon receiving the Product Change notification and subject to Buyer’s request, Supplier shall provide original Products without Product Changes in such quantity designated by Buyer under the same terms and conditions applicable to the last deliveries.

17. Safe Launch  17. 安全启动

Supplier is expected to have a Safe Launch process established for any new product launch, re-launch after a Product design or process change, or after a process/equipment interruption. Safe Launch means Supplier shall have extra controls in place for a minimum of the first 30 days production to ensure all requirements are met, including applicable CSR (Customer Specific Requirements) during the (re-)start of production.
供应商应为任何新产品推出、产品设计或工艺变更后的重新推出,或在工艺/设备中断后建立安全启动流程。安全启动意味着供应商应在生产的前 30 天内设置额外的控制措施,以确保满足所有要求,包括在生产重新开始时适用的客户特定要求(CSR)。

18. Abnormality Management
18. 异常管理

Supplier is encouraged to have an Abnormality Management procedure established to support the “ZERO” defects objective. Abnormality is defined as an abnormal feature or event, deviation from the usual, or any process, machine, equipment, environment, or personnel which operates out of specified conditions.

19. Product Termination / End of Life (“EOL”)
19. 产品终止/生命周期结束(“EOL”)

For Products which have been designated by Buyer as single / sole source Product, Supplier shall provide no less than eighteen (18) months written advance notification prior to ceasing / suspending the production or supply of any EOL Products, with at least eighteen (18) months period for ordering before last buy date and twelve (12) month period for shipment since last buy date. For all other Products, Supplier shall provide no less than 12 months advance notification prior to Product termination, with at least twelve (12) months period before last buy date and six (6) months period for shipment of last buy orders.
对于已被买方指定为单一来源产品的产品,供应商应在停止/暂停任何 EOL 产品的生产或供应之前至少提前十八(18)个月书面通知,最后购买日期前至少提供十八(18)个月的订购期和最后购买日期后十二(12)个月的发货期。对于所有其他产品,供应商应在产品终止前至少提前 12 个月通知,最后购买日期前至少提供十二(12)个月的订购期和最后购买订单的发货期为六(6)个月。

If and to the extent requested by the Buyer, the Supplier shall, commit to deliver such quantity of EOL Products no less than the total quantity received by Buyer within the twelve (12) month period preceding EOL notification at the same prices, terms, and conditions applicable to the last deliveries.
如果买方要求,供应商应承诺以相同价格、条款和条件交付不少于买方在 EOL 通知前十二(12)个月内收到的 EOL 产品总数量。

20. Subcontractors 20. 分包商

The Supplier shall have a system in place for evaluating, selecting, and monitoring subcontractors. The Supplier shall ensure all subcontractors have required capability and capacity of meeting all objectives, standards and requirements provided herein, purchase orders or otherwise instructed by Buyer in writing.

Where a Supplier subcontracts (subject to a prior written approval of Buyer) all or part of product manufacturing, the requirements of this Agreement, related Purchase Orders, and/or the applicable specifications shall be flowed down to the sub-tier supplier(s). Supplier and all subcontractors shall disclose in advance and in writing all locations and facilities it plans to use to fulfill its obligations to Buyer. Regardless of whether subcontractors have been approved, audited, or assessed by Buyer or its Affiliates, Supplier shall always remain responsible for the actions, omission, performance of the subcontractors including delayed or non-delivery, violation or non-compliance with any standards, requirements, or warranties herein.

Buyer reserves the right to audit the data and facilities of Supplier and/or its subcontractors relevant to Products (including semi-finished goods manufacturing, packaging, delivery, testing, storage etc.), at frequency Buyer deems necessary.

21. Declarable Substances:
21. 应申报物质:

Supplier guarantees and warrants that all Products supplied to Buyer are in compliance with the substance and material restrictions as defined by international organization (see. clause 18 d below), and / or Buyer from time to time.
供应商保证并承诺向买方供应的所有产品符合国际组织定义的物质和材料限制(见下文第 18 条 d 款),以及/或买方不时制定的限制。

Supplier shall, upon request, provide BOM information for all substances at a homogenous level. Supplier is obliged to disclose all substances listed as “declarable" or “prohibited".
供应商应根据要求提供所有物质在均质级别上的 BOM 信息。供应商有责任披露所有列为“可申报”或“禁止”的物质。

Supplier shall ensure compliance to ROHS guidelines as well as any other environmental requirements as stated by Buyer during the product development and/or qualification phase.
供应商应确保符合 ROHS 指南以及买方在产品开发和/或资格认证阶段规定的任何其他环境要求。

Upon request or due to a material change, Supplier shall provide analysis reports (e.g., ICP) to Buyer from a certified lab (ISO 17025). Date of such reports shall be within 1 year before submission to the Buyer. Supplier shall disclose the RoHS status of all materials included in the Products supplied to Buyer (http://www.rohs.eu/english/index.html).
根据要求或由于材料变更,供应商应向买方提供来自认证实验室(ISO 17025)的分析报告(例如 ICP)。此类报告的日期应在提交给买方之前的 1 年内。供应商应披露供应给买方的产品中包含的所有材料的 RoHS 状态(http://www.rohs.eu/english/index.html)。


Supplier shall have a REACH program in place and ensure that all Products (including packaging materials) supplied to Buyer should conform with all such requirements defined by the latest REACH regulations. Furthermore, Supplier shall notify Buyer prior to date of delivery of related products for the first time (or immediately after the following chemicals are being incorporated for the first time in Products purchased by Buyer), if materials or articles incorporated in Products purchased by Buyer contain any of the chemicals listed as Substances of Very High Concern by ECHA.
供应商应建立一项 REACH 计划,并确保向买方供应的所有产品(包括包装材料)符合最新 REACH 法规规定的所有要求。此外,供应商应在相关产品首次交付日期之前通知买方(或在买方购买的产品中首次包含以下化学品后立即通知),如果包含在买方购买的产品中的材料或物品含有欧洲化学品管理局列为非常关注物质的任何化学品。


Sony Green: If identified in a part drawing or on the Purchase Order, Supplier shall be compliant to the latest version of Sony standard SS00259.
索尼绿色:如果在零件图纸或采购订单中标识,供应商应符合索尼标准 SS00259 的最新版本。


Responsible Mineral Sourcing:

Buyer’s goal is to work together with its entire supply chain, evolving business practices to support responsible mineral production and sourcing globally, including but not limited to conflict-affected and high-risk areas, align with international standards, and support industry and stakeholder expectations,

Supplier shall, upon Buyer’s request, provide declaration reports associated with responsible mineral sourcing (such as CMRT, EMRT etc.,).
供应商应根据买方的要求,提供与负责任矿产采购相关的声明报告(如 CMRT、EMRT 等)。

While the primary focus is on Tin, Tantalum, Tungsten and Gold (“Conflict Minerals”), also other minerals such as Cobalt, Mica etc. shall be sourced in the way consistent with the Organization for Economic Co-operation and Development (OECD) Guidance and from responsible supply chain sources meeting the guidelines published by the Responsible Mineral Initiative (RMI), https://www.responsiblemineralsinitiative.org/. Supplier shall exercise due diligence on the source and chain of custody of Conflict Minerals contained in Products and make Supplier’s due diligence measures available to Buyer upon request, and such materials and minerals shall be supplied by smelters and refiners that are certified by Responsible Minerals Assurance Process (RMAP) or any other company that incorporates a similar certification. Supplier shall also respond promptly to Buyer’s requests for information regarding the results of Supplier’s due diligence measures, including but not limited to the country of origin or smelters and refiners used to process Conflict Minerals contained in Products.

The scope of the minerals is expected to spread beyond the above stated minerals as industry is driving for holistic responsible sourcing practices globally. The Supplier shall extend support and join hands with Buyer in driving this program.

25. Non-Conforming Products/Corrective Actions
25. 不合格产品/纠正措施

Supplier shall have a complaint handling process in place in accordance with applicable industry standards that allows Supplier to respond within the timeframe defined in the table below. Supplier shall use the systematic 8D analysis method with risk assessment. For each Supplier incident a complete 8D-Report shall be submitted promptly to Buyer. The defined containment action shall stay in place until the effectiveness of the implemented corrective action has been verified successfully.
供应商应该建立一个投诉处理流程,符合适用的行业标准,允许供应商在下表中定义的时间范围内做出回应。供应商应该使用系统化的 8D 分析方法进行风险评估。对于每个供应商事件,应及时向买方提交完整的 8D 报告。定义的遏制措施应该持续到实施的纠正措施的有效性得到成功验证为止。

8D disciplines 8D 学科

D1-D3:  D1-D3:

24 hours  24 小时


14 working days  14 个工作日

NOTE: For priority issues Buyer may request tighter timelines, and the Supplier shall extend support accordingly.

If Supplier determines that a potentially nonconforming Product has been shipped to Buyer, Supplier shall immediately notify the Buyer of the potential nonconformance in writing, stating all relevant information.

26. Part Deviation 26. 部件偏差

The Supplier may ask for accepting non-conforming Products by submitting a request via email to Buyer. Buyer has the absolute discretion to accept or reject any of the said request. Only when the request is approved by Buyer in writing, the Supplier can then ship the non-conforming Products to Buyer strictly pursuant to Buyer’s approval only.

27. Recalls 27. 召回

In case of a recall of any Products or such end product which contains or applies Products which is subject to recall, Supplier shall inform Buyer immediately of the planned recall. Supplier shall have a written recall procedure. Buyer shall notify Supplier immediately of any Product recall which has been investigated or is under investigation and the potential to be related to the quality of the purchased Products. Supplier and Buyer shall cooperate in the exchange of information required to effectively conduct a recall or a recall investigation. Once Products failure has reached Epidemic Thresholds, all Products of the same lot will be presumed defective, regardless of the location of the Products, and Supplier shall replace such affected Products with Product that fully conforms to the specifications and meets the requirements of this Quality Agreement, without limiting the rights of Buyer for other legal and equitable remedies. Supplier shall hold harmless and indemnify Buyer (including its Affiliates, directors, distributors, customers) from and against all claims, costs, expenses, and liabilities arising from or in relation to the recall.

28. Return Material Authorization (RMA)
28. 退货物料授权(RMA)

If requested by Buyer, the Supplier shall provide Buyer with a Return Material Authorization (RMA) number as requested to authorize within two (2) working days for return of defective Products which were delivered by the Supplier to the Buyer. Supplier shall be responsible for all damages, charge, credit, loss, expenses, fines, demands, and liabilities incurred by Buyer in inspection, survey, testing, sorting, repairing, replacing, freight logistics, addressing customer complaints, production interruptions, scrap and or disposal, howsoever arising from or in relation to the defective or non-conforming Products (collectively referred to as “Claim”). Buyer may set-off all or any part of the Claim against any amount due and payable by Buyer or any of its Affiliates to Supplier and or its Affiliates.

29. Cost Recovery  29. 成本回收

Shipped material and/or product that does not conform to Vishay specifications will be rejected and may be returned, sorted, reworked at the Subcontractor’s expense. Subcontractor shall share the sort and/or rework proposal with Vishay and only after agreement with Vishay, the sort and/or rework activity can be started. However, Vishay’s agreement with the proposal does not absolve the subcontractor’s responsibility to ship defect free parts back to Vishay that does not pose any Quality and/or Reliability risk.
未符合 Vishay 规格的发运材料和/或产品将被拒绝,并可能被退回、分类、在分包商的费用下重新加工。分包商应与 Vishay 共享分类和/或重新加工方案,仅在与 Vishay 达成协议后,分类和/或重新加工活动才能开始。然而,Vishay 对方案的同意并不免除分包商将无缺陷零件送回 Vishay 的责任,这些零件不会造成任何质量和/或可靠性风险。

The Subcontractor shall, as a minimum, be responsible for the replacement or value of any parts determine to be defective as a result of an error by the Subcontractor.

The Subcontractor may also be held responsible for any additional cost incurred by Vishay and/or its Customers as a result of Quality issue caused by Subcontractor. Such claims shall be discussed in good spirits and agreed mutually.
分包商还可能因由分包商引起的质量问题而导致 Vishay 和/或其客户产生的任何额外费用而负责。此类索赔应在友好的氛围中讨论并达成共识。

30. Controlled Shipping 30. 受控运输

Buyer may request Controlled Shipping, as defined below, if the agreed quality level was not fulfilled and the Supplier shall comply with such requests.

Controlled Shipping 1 (CS 1) is an additional 100% control (in addition to the standard end of line check) established by Supplier at their production unit using own personnel. 100% of parts must pass through this inspection before outbound. Report of defects and ongoing improvement plan shall be sent at a specified interval (usually weekly) to the Buyer for the duration of the control shipping period. If Supplier’s internal Controlled Shipping is not sufficient for that purpose, an external independent company for inspection shall be used.
受控运输 1(CS 1)是供应商在其生产单位使用自己的人员建立的额外 100%控制(除了标准的线末检查)。在出库前,100%的零件必须经过此检查。在受控运输期间,缺陷报告和持续改进计划应定期发送给买方(通常每周一次)。如果供应商内部的受控运输不足以达到这一目的,则应使用外部独立公司进行检查。

Controlled Shipping 2 (CS 2) is an additional 100% control using an external independent company nominated by the Buyer to inspect for non-conforming parts (the contract must be established directly between independent company and Supplier). External Controlled Shipping is used if CS 1 is unsuccessful. 100% of parts shall pass through this inspection prior to delivery to the Buyer’s designated location. Report of defects and ongoing improvement plan shall be sent at a specified interval (usually weekly) to the Buyer for the duration of the Controlled Shipping period.
控制航运 2(CS 2)是使用由买方指定的外部独立公司进行额外的 100%控制,以检查不合格零件(合同必须直接建立在独立公司和供应商之间)。如果 CS 1 不成功,则使用外部控制航运。在交付到买方指定地点之前,所有零件都必须通过此检查。缺陷报告和持续改进计划应在指定间隔(通常每周)发送给买方,以控制航运期间的持续时间。

CS 1 or CS 2 can only be stopped when the quality level (based on defects in the Controlled Shipping inspection activity) has returned to a level acceptable for the Buyer for a minimum one month or minimum 5 shipments and with the approval from the Buyer’s production site quality manager.
只有当质量水平(基于控制航运检查活动中的缺陷)已经恢复到买方可接受的水平,持续至少一个月或最少 5 批次,并获得买方生产现场质量经理的批准时,CS 1 或 CS 2 才能停止。

31. Traceability 31. 追溯性

Supplier shall maintain an appropriate traceability system (Forward/Backward Trace). Forward Trace shall be the provision of any information required to identify suspect components already delivered to minimize the quantity of non-conforming components as early as possible. Backward Trace shall provide information required to identify suspect source material and origin at the Supplier. A traceability system shall ensure that its final components and subcomponents utilized in the Products can be traced back to the manufacturing date, shift, equipment, tool number and the respective inspection/conformity results within 24 hours. Based on internal risk assessment, lot sizes shall be established minimizing the internal as well as the external risk.
供应商应当维护适当的可追溯系统(正向/反向追溯)。正向追溯应提供任何必要信息,以识别已交付的可疑零部件,以尽早减少不合格零部件的数量。反向追溯应提供识别可疑原材料和供应商来源所需的信息。追溯系统应确保其最终零部件和产品中使用的子部件可以在 24 小时内追溯到制造日期、班次、设备、工具编号以及相应的检验/符合性结果。根据内部风险评估,应建立最小化内部和外部风险的批量大小。

Supplier must provide on each lot made to Buyer the following information as a minimum:

Lot size (number of parts produced)

If applicable - Inspection and yield results
如适用 - 检验和产量结果

If applicable - Identification as “Maverick (suspect) lot” incl. reason and release justification
如适用 - 标识为“Maverick(可疑)批次”,包括原因和释放理由

Supplier shall require prior written approval from Buyer before any identified Maverick or suspect lots can be shipped to Buyer.
供应商应在将任何已识别的 Maverick 或可疑批次运送给买方之前,需获得买方的事先书面批准。

Those Products which cannot be indicated by lot shall be controlled by delivery date to Buyer’s manufacturing plants and the Supplier’s manufacturing records. Lot data needs to be available at any time.

The Supplier shall utilize and ship material on a “First-In, First-Out” (FIFO) basis.

32. Manufacturing Date and Date Codes
32. 制造日期和日期代码

The manufactured date code of Products shall not exceed 6 months at the time of material receipt by Buyer unless agreed upon in writing.
产品的生产日期代码在买方收到材料时不得超过 6 个月,除非经书面同意。

33. Record Retention  33. 记录保留

The Supplier shall document and maintain production part approvals, tooling records (including maintenance and ownership), product and process design records, purchase orders (if applicable), or contract and amendment records for a period of the length of time the Product is active plus one calendar year. All other manufacturing, engineering, quality, and test records, shall be maintained by Supplier no less than the respective periods stated below:

Design/Change records, data sheets, reliability results: fifteen (15) years Process Records: five (5) years
 设计/更改记录、数据表、可靠性结果:十五(15)年  过程记录:五(5)年

The Supplier shall provide all relevant records to the Buyer upon request within five (5) working days.

34. Responsible Business Alliance (RBA)
34. 负责任商业联盟(RBA)

Supplier shall maintain Labor, Health and Safety, Environmental, Management and Ethics systems that comply with the RBA and ISO 45001/OHSAS 18001 guidelines, as applicable. Supplier shall allow the Buyer or a third-party representative to audit the Suppliers system to determine compliance:
供应商应维护符合 RBA 和 ISO 45001/OHSAS 18001 准则的劳工、健康与安全、环境、管理和道德体系,如适用。供应商应允许买方或第三方代表审核供应商的体系以确定合规性。


35. Customs Trade Partnership Against Terrorism (CTPAT) Suppliers shall meet the minimum CTPAT security requirements:
35. 海关反恐贸易伙伴计划(CTPAT)供应商应符合最低 CTPAT 安全要求。


36. Trade Compliance  36. 贸易合规。

Supplier shall ensure that the materials shipped to Buyer conform with the applicable statutory and regulatory requirements of the country of receipt, the country of production, country of shipment and the customer-identified country of destination. Supplier shall have adequate systems and/or processes implemented to comply with all trade compliance rules and regulations as applicable to the country of import or export, export control and sanction programs of the United States, European Union, United Nation including, but not limited to, the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR); and the restrictions imposed by the Office of Foreign Assets Control (OFAC) under the U.S. Department of Treasury. As applicable, Supplier shall provide specific material description, Country of Origin, HTS Code (Commodity Code), export control, dual use or military classification information and data on the shipping documents and upon request by Buyer. Supplier shall provide Preferential Certificate for any of its Products/shipment which qualifies under an existing/applicable Free Trade Agreement.
供应商应确保运送给买方的材料符合接收国、生产国、装运国和客户指定的目的国的适用法律法规要求。供应商应建立足够的系统和/或流程,以遵守适用于进口或出口国的所有贸易合规规则和法规,包括但不限于美国、欧盟、联合国的出口管理条例(EAR)、武器出口管制条例(ITAR);以及美国财政部下属外国资产控制办公室(OFAC)实施的限制。如适用,供应商应在装运文件上提供具体的材料描述、原产国、HTS 编码(商品编码)、出口管制、双用或军事分类信息,并根据买方要求提供。供应商应为符合现有/适用自由贸易协定的任何产品/装运提供优惠证书。

37. Section 307 of the Tariff Act of 1930 (19 U.S.C. 1307) and Countering America’s Adversaries Through Sanctions Act (CAATSA), Section 302A regarding North Korean Labor
1930 年关税法第 307 条(19 U.S.C. 1307)和《通过制裁对抗美国的对手法案》(CAATSA),第 302A 条关于朝鲜劳工

Supplier warrants that reasonable efforts have been made to determine that no North Korean nationals or citizens have been involved in the mining, production, or manufacturing, wholly or in part, of any significant goods, wares, articles, and merchandise (including parts and components therefor). Additionally, Supplier has communicated to its suppliers the restrictions on the use of labor of North Korean citizens or nationals.

38. FAR and DFARS Compliance

Where applicable, upon Buyer’s request Supplier shall immediately provide evidence of compliance with all applicable FAR and DFARS requirements. . Where DFAR 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting applies, Supplier further represents and expressly warrants that it has “adequate security” on its information system and that it will rapidly report pursuant to the applicable rules and regulations.
在适用的情况下,买方要求供应商应立即提供符合所有适用的 FAR 和 DFARS 要求的合规证据。如果适用 DFAR 252.204-7012《保护覆盖的国防信息和网络事件报告》,供应商进一步声明并明确保证其信息系统具有“足够的安全性”,并将根据适用的规则和法规迅速报告。

39. Packaging and Shipping
39. 包装和运输

All packing materials are recyclable and compliant with applicable environmental regulations. Packing materials and method shall be seaworthy, appropriate, and sufficient to protect the Products during transportation, handling, and storage in a global supply chain. In case of dangerous goods, Supplier is responsible for ensuring correct and complete declaration, documentation, marking and packing and compliance with the application laws.

40. Delivery  40. 交付

Supplier shall be responsible for delivery according to the Incoterms 2020 (ICC) as agreed to in writing by both Parties.
供应商应根据双方书面协议同意的 2020 年国际商会(ICC)的国际贸易术语规定负责交付。

41. Labeling 41. 标签

Supplier agree to print, affix, or attach labels and marks on the Products (including packaging) according to Buyer’s written instruction. Supplier shall not attach or affix any other marks or labels without Buyer’s written approval in advanced.

42. Addendum 42. 附件

Additional product line specific requirements may be agreed upon by the Parties in writing and incorporated an Annex to this Agreement.

43. Term/Termination  43. 条款/终止

The initial term of this Agreement shall be five (5) years since Effective Date and shall automatically renew for additional one-year renewal periods unless one Party notifies the other Party in writing about its intent not to renew this Agreement at least 60 days prior to the expiration of the then-current term.
本协议的初始期限自生效日期起为五(5)年,并且除非一方在当前期限到期前至少 60 天书面通知另一方不打算续订本协议,否则将自动续订为额外的一年续订期。

Notwithstanding the aforesaid, Buyer is entitled to terminate this Agreement and/or any purchaser agreements upon seven (7) days prior written notice upon occurrence of any of the following:

Supplier breaches or is not compliant with any of the terms, conditions, standards or warranties under this Agreement or a purchase agreement and fails to rectify within seven (7) days upon notification by Buyer about the breach or non-compliance.

Supplier is unable to pay its creditor when due and payable, enters into credit arrangement with Supplier’s creditor, becomes insolvent, or a proceeding by or against Supplier in bankruptcy has been filed and is not dismissed within thirty (30) days.

Supplier ceases / suspends its substantial operation or any operation relevant to this Agreement or any purchase agreement; or

Supplier assigns this Agreement or any of its rights or obligations thereunder, or if control of Supplier is acquired by a Party not having control of Supplier upon the Effective Date of this Agreement; or

Nothing in this Agreement affects or limits Buyer’s right to terminate the Agreement according to the applicable laws and statutory provisions.

44. Confidentiality 44. 保密性

The Parties acknowledge that throughout the term of this Agreement that certain Confidential Information may be disclosed by or on behalf of Buyer (“Discloser”) to Supplier (“Recipient”). For clarification, the terms “Discloser” and “Recipient” include each Party’s Affiliates disclosing or receiving Confidential Information.
各方承认,在本协议期间,买方(“披露方”)可能会向供应商(“接收方”)披露某些机密信息。 为明确起见,“披露方”和“接收方”这些术语包括披露或接收机密信息的各方关联公司。

Recipient shall protect Confidential Information using the same degree of care used to protect its own confidential or proprietary information, but in any case, no less than a reasonable degree of care. Recipient shall prevent the disclosure or dissemination of Confidential Information to any third party without the prior written consent of Discloser, except disclosure to officers, directors, agents, contractors, employees, advisers (collectively, “Representatives”) and Affiliates with a “need to know”. Recipient shall be fully liable to Discloser for any breach of the obligations stated in this Agreement by its Representatives/Affiliates.
接收方应以与保护其自身机密或专有信息相同的谨慎程度保护机密信息,但在任何情况下,不得低于合理的谨慎程度。 未经披露方事先书面同意,接收方不得将机密信息披露或传播给任何第三方,除非披露给官员、董事、代理人、承包商、雇员、顾问(统称“代表”)和具有“知情权”的关联公司。 如其代表/关联公司违反本协议规定的义务,接收方应对披露方承担全部责任。

Recipient shall not directly or indirectly exploit Confidential Information received from the Discloser and shall make no use of such Confidential Information otherwise than to execute this Agreement only. Neither Recipient nor Recipient’s Representatives shall sell, reverse-engineer or copy any of Confidential Information or assist any third party in the sale, reverse engineering or copying any of Confidential Information. Samples may not be analyzed to determine their composition or method of manufacture. Results of testing, modification, or evaluation of samples by the Recipient are confidential and must be reported back to Discloser. Samples disclosed are experimental and may not be available commercially. Any knowledge gained by Recipient from the results of testing, modification, or evaluation of samples cannot be used for any commercial purpose absent written permission from Discloser.

"Confidential Information" means any information, know-how and data (including samples) the Recipient received from the Discloser regardless of whether it is marked “confidential” or “proprietary”, the manner of acquisition, whether through communications, visits, presentations, or the like, or any sensory perceptions, or whether such information has been given verbally or in writing i.e. in the form of dates, notes, drawings, documentation, software, reports or analysis or in the form of objects such as samples or models and the terms and conditions of this Agreement and the transactions contemplated herein.

Confidential Information does not include such information which can be proven:

is already lawfully available in the public domain at the time of disclosure to the Recipient without breach of any duty of confidentiality.

is lawfully known to the Recipient without subject to any duty of confidentiality before the same is being disclosed by the Discloser to the Recipient.

to have become lawfully part of the public domain after having been disclosed to the Recipient other than by breach, default or omission of the Recipient or its Representatives/Affiliates.

is received from a third party without restriction, provided such third party is not, to Recipient's knowledge, in breach of any obligation of confidentiality relating to such Confidential Information.

is independently developed by or for Recipient without use of, or reference to, Confidential Information of Discloser; or

is released with prior written authorization from Discloser.

A Recipient/Representative may disclose Confidential Information where required by law or regulation, or in response to a valid order of a court or other governmental body, provided that the Recipient/Representative shall, (i) if legally possible, take reasonable steps to first provide the Discloser with prompt written notice of such request so that the Discloser may seek an appropriate protective order and/or waiver of compliance herewith; and (ii) disclose or provide only that portion of the Confidential Information which is legally required and exercise reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.

No patent, copyright, trademark, or other proprietary right is licensed, granted, or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. All intellectual property rights arising from or in relation to the Confidential Information, including test data, test results, variations etc. shall be solely owned by Discloser only. No warranties or representations of any kind, express or implied, are given with respect to any information, including Confidential Information, disclosed, or made available under this Agreement or with respect to any use thereof. Discloser has no liability or responsibility for errors or omissions in, or any decisions made by Recipient in reliance on, any information disclosed except in the case of intent. Stricter applicable statutory regulations remain unaffected by this clause.

All obligations stated in this Section 42 shall survive termination or expiration of this Agreement for a period of 5 years from the date of termination or expiration of this Agreement if and to the extent statutory provisions do not prescribe longer periods. All obligations with respect to Confidential Information that constitutes a trade secret shall remain in effect until such time as the information is no longer a trade secret.
本第 42 条规定的所有义务应在本协议终止或到期后的 5 年内继续有效,自本协议终止或到期之日起,如果法定规定未规定更长的期限。所有关于构成商业秘密的机密信息的义务应持续有效,直至该信息不再构成商业秘密为止。

45. Disaster Recovery Plan
45. 灾难恢复计划

Supplier shall have a disaster recovery and business contingency plan in place that minimizes the risk to Buyer in the event of emergencies, such as, but not limited to, natural disasters, data hacking, theft, political unrest/instability, workforce unrest, global trade sanctions and pandemics. It shall ensure continued operations to support supply chain of products sold to Buyer. Each assessment should consider at a minimum the impact arising from:

Natural disasters  自然灾害

Geo-political hazards  地缘政治风险

Supply chain disruptions  供应链中断

Intellectual properly claims

Personal concerns  个人关注

Equipment problems  设备问题

Facility or systems issues

Supplier shall communicate any critical risk scenario without contingency plan that may result in a major disruption. A copy of this plan shall be provided to the Buyer upon request.

46. Counterfeit Goods 46. 伪劣商品

Supplier shall comply with applicable standards such as SAE AS6174 (Counterfeit Material; Assuring Acquisition of Authentic and Conforming Material) and SAE AS5553 (Counterfeit Electronic Parts; Avoidance, Detection, Mitigation, and Disposition) and not supply to the Buyer any items or materials that are or contain Counterfeit Goods. Supplier shall maintain a system to adequately prevent the delivery of counterfeit materials and/or parts. Supplier shall bear the responsibility for procuring authentic items from its suppliers and subcontractors and shall flow down the requirements of this section to its suppliers and subcontractors.
供应商应遵守适用标准,如 SAE AS6174(伪劣材料;确保获取真实和符合要求的材料)和 SAE AS5553(伪劣电子零件;避免、检测、缓解和处置),不得向买方提供任何伪劣商品或材料。供应商应建立系统,充分防止提供伪劣材料和/或零件。供应商应负责从其供应商和分包商处采购真实物品,并将本部分的要求下达给其供应商和分包商。

“Counterfeit Goods” shall mean items, including any material, part, component, module, or assembly of such items, whose description, origin, material, source of manufacture, performance or characteristics are misrepresented. This term includes but is not limited to (i) items that are an unauthorized copy or substitute of an Original Equipment Manufacturer or Original Component Manufacturer (collectively, OEM/OCM); (ii) items that are not traceable to an OEM/OCM to ensure sufficient authenticity; (iii) items that are not constructed in accordance with the OEM/OCM design (iv) items which have been (re)marked to disguise them or falsely represent the identity of the manufacturer; (v) previously used parts pulled or reclaimed and provided as “new”; and (vi) items that have not passed successful OEM/OCM required testing, verification, screening, and quality control processes.
“假冒商品”指的是物品,包括任何描述、原产地、材料、制造来源、性能或特征被误传的材料、部件、组件、模块或这些物品的组装。此术语包括但不限于:(i) 未经授权复制或替代原始设备制造商或原始零部件制造商(统称为 OEM/OCM)的物品;(ii) 无法追溯到 OEM/OCM 以确保充分真实性的物品;(iii) 未按照 OEM/OCM 设计制造的物品;(iv) 已经(重新)标记以掩盖其真实性或虚假陈述制造商身份的物品;(v) 以“新品”提供的先前使用过的零部件;以及(vi) 未通过 OEM/OCM 要求的测试、验证、筛选和质量控制流程的物品。

Counterfeit Goods will be deemed nonconforming products or goods.

If Supplier becomes aware or suspects that it has furnished Counterfeit Goods to Buyer, Supplier will promptly notify Buyer in writing and replace, at Supplier’s expense, such Counterfeit Goods with OEM or Buyer approved articles, products, or goods. Supplier will be liable for any and all damages, fines, costs, demand and liabilities incurred by the Buyer including its directors, employees, Affiliates, distributors, agents, and customers due to or arising from the Counterfeit Goods, including costs related to the replacement of Counterfeit Goods, installation of authentic articles, products or goods, storage and handling of Counterfeit Goods, recall of any finished good containing Counterfeit Goods and any testing or validation necessitated by the installation of authentic articles or goods after the Counterfeit Goods have been replaced, attorney and legal fees etc.
如果供应商发现或怀疑已向买方提供假冒商品,供应商将立即以书面形式通知买方,并用供应商自费的 OEM 或买方批准的物品、产品或商品替换此类假冒商品。供应商将对买方及其董事、雇员、关联公司、分销商、代理商和客户因假冒商品而产生或引起的任何和所有损害、罚款、成本、索赔和责任承担责任,包括与替换假冒商品、安装真品、产品或商品、存储和处理假冒商品、召回任何包含假冒商品的成品以及替换假冒商品后安装真品或商品所需的任何测试或验证相关的成本,律师费用等。

47. Incoming Inspection  47. 进货检验

Buyer shall only be obliged to perform an identity as well as a quantity check of the delivered products at least according to the shipping papers and inspect for transportation damages (“apparent defects”). In case of apparent defects, notice of defect shall be made within two weeks of receipt of the products. In case of hidden defects, notice of defect must be given within two weeks of discovery. Payments made prior to the notice of defect shall not be deemed acceptance of delivery.

Where requested by Buyer, Supplier shall provide ex-factory testing reports and quality certification to verify Product quality. Acknowledge receipt of Products, payment for Products or failure to provide notice of defect shall not waive, affect, or limit the rights of Buyer to claim for any Product defects, damage or non-compliance subsequently.

48. Sub-contract and Assignment
48. 分包和转让

Supplier and its Affiliates shall not sub-contract, assign, novate this Agreement, any or any part of the manufacturing or supply of the Products (including after sale service) to third party except with prior written consent of Buyer.

49. Severability 49. 可分割性

If any part of this Agreement is rendered void, invalid, or unenforceable, such rendering will not affect the validity and enforceability of the remainder of this Agreement.

50. Survival 50. 生存

All provisions of this Agreement which by their nature should apply beyond the term of this Agreement will remain in force after the expiration or any termination of this Agreement.

51. Waiver 51. 放弃

The failure of either Party to enforce at any time any of the provisions of this Agreement will not be construed to be a continuing waiver of any provisions under this Agreement, nor will any such failure prejudice the right of such Party to take any action in the future to enforce any provisions under this Agreement.

52. Entire Agreement 52. 整个协议

This Agreement contains the entire agreement between Buyer and Supplier relating to the subject matter hereof and supersedes all prior understandings or agreements, oral or written, with respect to such subject matter. This Agreement does not affect the rights and obligations which have accrued under any prior agreements with respect to the performance or nonperformance thereof. No amendment of this Agreement, including any exception thereto, shall be effective and binding upon the Parties unless executed by the Parties in writing.

53. Applicable Law and Governing Jurisdiction:

Where the Buyer entity which has signed this Agreement is a company incorporated in a European country (including Russia and Turkey), the Parties agree that this Agreement will be governed by the substantive laws of the Federal Republic of Germany, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods, 1980, or any successor thereto, shall not apply. Any dispute arising out of or relating to this Agreement or any purchase agreement, including the breach, termination, or validity thereof, will, unless amicably settled between the Parties, be finally resolved by a panel of three arbitrators in accordance with the Rules of Arbitration of the International Chamber of Commerce, Paris without recourse to the ordinary courts of law. Each Party will choose a single arbitrator and those two arbitrators that are selected will choose the last arbitrator who will be the chairman of the arbitration panel. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration will be Frankfurt a.M./Germany. The language of the arbitration will be English. Any award will be payable in Euros.
如果签署本协议的买方实体是在欧洲国家(包括俄罗斯和土耳其)注册成立的公司,各方同意本协议将受德意志联邦共和国的实体法律管辖,不包括其法律冲突规则。1980 年《联合国国际货物销售合同公约》或其后继者均不适用。任何因本协议或任何购买协议引起的争议,包括违约、终止或有效性,除非各方友好解决,否则将最终由三名仲裁员组成的小组根据巴黎国际商会仲裁规则解决,不得诉诸普通法院。每方将选择一名仲裁员,被选中的两名仲裁员将选择最后一名仲裁员,后者将担任仲裁小组主席。仲裁员作出的裁决可由任何有管辖权的法院执行。仲裁地点为德国法兰克福。仲裁语言为英语。 任何奖励将以欧元支付。

Where the Buyer entity which has signed this Agreement is a company incorporated any countries within Asia, the Parties agree that this Agreement shall be governed by the laws of Singapore, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods, 1980, or any successor thereto, shall not apply. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. Arbitration tribunal shall consist of three arbitrators and the language of the arbitration shall be English.
如果签署本协议的买方实体是在亚洲任何国家注册成立的公司,则各方同意本协议受新加坡法律管辖,不包括其法律冲突规则。 1980 年《联合国国际货物销售合同公约》或其任何后继公约均不适用。 任何因本协议引起的或与之有关的争议,包括任何关于其存在、有效性或终止的问题,应提交给新加坡国际仲裁中心(“SIAC”)根据新加坡国际仲裁中心(“SIAC 规则”)现行规则最终解决,这些规则被视为通过引用纳入本条款。 仲裁地点应为新加坡。 仲裁庭应由三名仲裁员组成,仲裁语言应为英语。

Where the Buyer entity which has signed this Agreement is a company incorporated in Israel, the Parties that this Agreement shall be governed in all respects by the domestic laws of the state of Israel without regard to its conflict of laws principles. All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall, unless amicably settled between the Parties, be finally settled by the courts located in the District of Tel-Aviv.

Where the Buyer entity which has signed this Agreement is a company incorporated in any country other than Europe, Asia or Israel, the Parties agree that this Agreement shall be governed in all respects by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The Parties hereby submit to jurisdiction and venue in federal court in the District Court of Delaware, or in state court in either Delaware Superior Court or in Delaware Chancery Court located in New Castle County, Delaware.

Notwithstanding the aforesaid and without prejudice to the Parties’ agreement on arbitration herein, Buyer may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of Buyer, pending the arbitrators’ determination of the merits of the controversy.

Buyer Annex to this document:

Supplier exceptions / reserves / comments: (Approval required from Heads of concerned Buyer Divisions’ Purchasing and Divisions’ Quality, Legal should be involved)

Approval for Exceptions by Buyer, if any

Division Purchasing  采购部门

Division Quality  质量部门

For Supplier  供应商





For Buyer  买方