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Company contract management system (model)
1.
This system is formulated in order to standardize the management of the company's economic contracts, prevent and control contract risks, and effectively safeguard the legitimate rights and interests of the company.
2. Scope of application
This system is applicable to all kinds of contracts and agreements signed and performed by the company and its affiliated companies to establish civil rights and obligations, including sales contracts, loan contracts, lease contracts, processing contracts, transportation contracts, asset transfer contracts, warehousing contracts, service contracts, etc.
3. Responsibility
3. 1 The general manager of the company is responsible for the examination and approval of the company's sales, procurement contracts and other economic contracts;
3.2 The company office is responsible for the management of various contracts of the company, and its specific responsibilities are:
3.2. 1 Be responsible for the negotiation of various contracts except the sales contract, and sign the contract according to the authorization of the legal representative of the company;
3.2.2 Be responsible for formulating unified sales and procurement contract texts;
3.2.3 Be responsible for issuing and managing the special seal for contract, unified contract text and legal person power of attorney;
3.2.4 Be responsible for reviewing the legality, feasibility and benefits of various contracts submitted by various departments;
3.2.5 Be responsible for solving economic contract disputes;
3.2.6 Be responsible for the file management of economic contracts;
3.2.7 Be responsible for the supervision and implementation of this system.
4. The signing of the contract
4. 1 Contract entity
The subject of concluding a contract must be a company with legal person status and capable of independently bearing civil liability and its subsidiaries. Other departments, institutions, branches, etc. It is not allowed to sign a contract without authorization.
Before concluding a contract, the subject qualification, credit standing ability and performance ability of the other party shall be examined, and no contract shall be signed with an organization that cannot bear civil liability independently, nor shall an economic contract be signed with a legal entity that is obviously inconsistent with the performance ability of the entity.
Companies generally do not sign economic contracts with natural persons. If it is really necessary to sign an economic contract, it should be approved by the general manager of the company.
4.2 Contract Form
The conclusion of a contract shall be in written form, except for simple small-scale economic affairs that require immediate delivery (delivery of goods).
"Written form" refers to contracts, supplementary agreements, official documents and letters, and data messages (including telegrams, faxes, emails, etc.). Unless there is an emergency or condition, the company generally requires a formal contract form.
4.3 Contract Contents
4.3. 1 Name and domicile of the parties: the title, signature and official seal of the contract shall be consistent with the credit information provided by the other party.
4.3.2 Subject matter of the contract: The subject matter of the contract shall be unique and accurate, and the sales contract shall specify the specification, model, trademark, place of origin and grade, etc. The service contract shall specify the detailed service contents and requirements; If the theme of the contract cannot be described in words, the drawings shall be attached to the contract.
4.3.3 Quantity: The contract shall adopt the national standard unit of measurement, and generally the quantity of the subject matter shall be agreed. If the exact quantity cannot be agreed in the annual distribution contract, the method of determining the agreed quantity (such as telegram, fax, delivery note, invoice, etc.). ) be adopted.
4.3.4 Quality: If there are national standards, departmental industry standards or enterprise standards, the code names of the adopted standards shall be agreed; Chemical products and other products that can be described by indicators should agree on the main indicators (except those covered by standards); Payment for samples shall specify the production mode and storage location of samples.
4.3.5 Price or remuneration: the price or remuneration shall be stipulated in the contract, and the actual price of the contract shall be agreed in the form of discount; The payment method of the price shall be stated, such as transfer check, draft (telegraphic transfer, draft and remittance), collection, letter of credit and cash; The time limit for payment of price or remuneration shall be the exact date or days after the realization of specific conditions.
4.3.6 Time limit, place and method of performance
The time limit for performance should be clearly specified. If a specific time cannot be agreed, the method of the time limit for performance shall be agreed in the contract.
The place of performance of the contract should try to be beneficial to us. For example, sales contracts generally stipulate that the place of delivery is our warehouse or our residence; Where a specific place name is agreed, it shall be specified to the municipal district or county level;
A sales contract should generally stipulate the delivery procedure in the contract, that is, the sign of contract performance, such as the waybill and the signature of the warehouse keeper.
Contract guarantee
If the other party in the contract requires a guarantee or we require the other party to provide a guarantee, we should go through the relevant procedures in accordance with the requirements of the Guarantee Law in light of the specific circumstances.
Interpretation of contract
All words in the contract text should be interpreted exclusively, and words that may cause ambiguity and some non-statutory special words should be interpreted in the contract.
Privacy Policy
For technology contracts and other contracts involving business information and technical information, the confidentiality commitment and the responsibility for violating the confidentiality commitment shall be stipulated.
4.3. 10 contract contact system
A major economic contract with a long performance period shall stipulate the contact system between the two parties to the contract.
4.3. 1 1 Liability for breach of contract
Make appropriate agreements according to the contract law and pay attention to the fairness of the contract.
4.3. 12 dispute resolution methods
Disputes can be settled by arbitration or prosecution. If arbitration is selected, the name of the arbitration institution shall be clearly agreed. If both parties cannot reach an agreement on the arbitration institution, they can choose the arbitration institution in the third place.
4.4 Working Procedures for Signing a Contract
4.4. 1 Before signing the contract, the business personnel or other negotiators designated by the company shall review the relevant information of the other party in accordance with Article 4. 1 of this system, and keep copies of the business license and professional qualification certificate of the other party.
4.4.2 For sales and procurement contracts, the sponsoring business personnel shall negotiate with the other party to draw up the contract terms and submit them to the General Manager for approval together with the joint review form. The office shall prepare the contract number and affix the special seal for the contract. When necessary, the general manager shall designate a responsible person to review the legality of the contract.
4.4.3 For contracts other than the purchase and sale contract, the general manager shall designate the responsible person to negotiate with the other party in conjunction with relevant departments, draw up the terms of the contract, and submit it to the general manager for examination and approval, and the office shall affix the special seal for the contract.
4.4.4 Contracts that are required to be approved and registered according to laws and administrative regulations shall be handled by the office in a timely manner after the contract is established.
4.4.5 After the contract is formally signed, the contract text shall be kept by the manager himself, and stored in the company office together with the Joint Review Form for the record.
5. Modification and rescission of the contract
5. 1 During the performance of the contract, if it is necessary to change or terminate the contract for objective reasons, both parties shall reach a written agreement through negotiation again. Before the new agreement is reached, the original contract is still valid. After receiving the notice of dissolution or change from the other party, we should give a written reply within the prescribed time limit.
5.2 In any of the following circumstances, we can unilaterally terminate the contract.
5.2. 1 The contract purpose cannot be achieved due to force majeure;
5.2.2 Before the expiration of the performance period, the other party clearly indicates or indicates by its own behavior that it will not perform the principal debt;
5.2.3 The other party delays the performance of the principal debt and fails to perform it within a reasonable period after being urged;
5.2.4 The other party delays the performance of debts or commits other breach of contract, which makes it impossible to achieve the purpose of the contract;
5.2.5 Other circumstances stipulated by law.
5.3 Economic change or dissolution shall be in written form (including letters and telegrams);
5.4 An agreement to modify or terminate an economic contract shall be submitted to the original approver for approval according to the contract signing procedure. If the laws and administrative regulations stipulate that the contract change shall be approved and registered, it shall be handled in a timely manner according to law;
6. Performance of the contract
6. 1 The Company and its affiliated companies shall fully perform their contractual obligations and urge the other party to perform their obligations in time at any time.
6.2 During the performance of the contract, the performance of the company shall be recorded in time and confirmed by the other party.
When performing the sales contract and delivering the goods, the other party shall sign the receipt in duplicate, one for the other party to keep and one for the sales department's reference. When delivering the VAT invoice to the other party, the other party shall issue a receipt.
When performing the payment under the purchase contract, the other party shall issue a receipt or receipt. In principle, the company only issues limited transfer checks, and cash payment is not allowed.
6.3 During the performance of the contract, if the handling personnel find and have definite evidence to prove that the other party has one of the following circumstances, they shall immediately suspend the performance, and report to the company office in writing for handling in time, and report to the general manager at the same time.
6.3. The operating condition of1has seriously deteriorated;
6.3.2 Transfer property, withdraw funds and evade debts;
6.3.3 Loss of business reputation;
6.3.4 There are other circumstances in which the ability to perform debts is lost or may be lost;
6.4 Regular confirmation of creditor's rights and debts and confirmation of major changes;
6.4. 1 During the performance of perennial contracts, especially perennial sales and procurement contracts, the handling personnel shall make regular reconciliation to confirm the creditor's rights and debts of both parties;
6.4.2 In case of major events such as merger, division and reorganization of the other party, when the company or the other party's contract handlers change, they shall make timely reconciliation to confirm the effectiveness of the contract and the creditor's rights and debts of both parties.
7. Mediation, arbitration and litigation of economic contract disputes
7. 1 In case of any dispute during the performance of the contract, both parties shall, based on the principle of seeking truth from facts, first settle it through equal consultation;
7.2 If both parties to the contract fail to reach an agreement on the settlement of the dispute within a certain period of time (usually one month) or the other party has no intention to settle the dispute through consultation, the handling personnel shall report in writing to the department manager and general manager in time, and draw up the settlement opinions and submit them to the general manager for decision.
If the other party is suspected of contract fraud, it should immediately report to the company office and the general manager.
7.3 If the company decides to adopt litigation or arbitration to deal with contract disputes, and the other party files a lawsuit, the relevant departments shall timely sort out the contract signing, performance, disputes and negotiations into written materials and submit them to the company office together with relevant evidence.
8. Daily management of the contract
8. 1 The company implements secondary contract management, and the company office is fully responsible for the company's contract management; The business personnel in the sales and purchasing departments are responsible for the contract management of their own departments.
8.2 The company's special seal for contract shall be managed by a special person, and the company's office, sales department and purchasing department shall keep one, numbered separately. The blank contract and power of attorney of the company are also managed by special personnel, and business personnel are not allowed to travel with the special seal for the contract or the blank power of attorney and blank contract sealed. Special circumstances need to be approved by the general manager.
If the special seal for contract, stamped blank contract, power of attorney and signed contract are lost, they should report the case to the local public security organ in time and make a statement in the newspaper.
8.3 The signed contracts, delivery notes, VAT invoice receipts, business faxes, letters, statements and other materials shall be kept by the business personnel of the sales and purchasing departments themselves; Important materials shall be submitted to the company office for safekeeping with the contract.
8.4 Before terminating the labor relationship with the Company, the contract handlers shall hand over relevant materials, blank contracts, business cards and power of attorney, and go through relevant formalities only after being confirmed by the Company's office and relevant departments.
If the contract manager terminates the labor relationship with the company or changes due to other reasons, the company office shall notify all relevant units in writing within one week after the situation occurs.
9. Assessment and rewards and punishments
9. 1 All employees of the company and its subsidiaries shall strictly abide by this system, effectively conclude and perform contracts, and earnestly safeguard the overall interests of the company. The company office is responsible for the supervision and assessment of the implementation of this system.
9.2 Reward those who find major problems in the process of signing and performing the contract and actively take remedial measures in the process of dealing with economic disputes to avoid or recover major economic losses.
9.3 If the contract handler has any of the following circumstances, which causes losses to the company, the company will claim compensation from the responsible person according to law:
9.3. 1 Sign the contract without authorization or beyond the authority;
9.3.2 Provide blank contracts and power of attorney with special seals or official seals to others;
9.3.3 A written contract should be signed instead of a written contract.
9.4 If one of the following circumstances happens to the contract handling personnel, which causes losses to the company, the company shall recover from the relevant personnel as appropriate:
9.4. 1 The company was defrauded due to negligence;
9.4.2 The performance of the contract by the company has not been confirmed by the other party;
9.4.3 Loss of important evidence;
9.4.4 After a dispute occurs, it is concealed or settled privately, or the report is evaded, thus delaying the opportunity;
9.4.5 Loss of special seal for contract, blank contract with seal and power of attorney is not reported in time;
9.4.6 Other behaviors that violate the company's relevant systems.
9.5 Employees of the Company who violate the criminal law during the signing and performance of the contract and constitute a crime will be handed over to judicial organs for legal treatment.
10. Supplementary clauses
This system has been implemented since 1998.