销售合同(英文)

ACLA-Lovells Contract Template

Sales Contract

律协-路伟合同范本系列简介

销售合同(英文版本)

D ATED 200[●]

[S ALES C ONTRACT N AME]

- by and between –

-

[B UYER N AME]

B UYER

- and –

-

[S ELLER N AME]

S ELLER

T ABLE OF C ONTENTS

P RELIMINARY S TATEMENT 1

1. D EFINITIONS AND I NTERPRETATION 1

2. S COPE OF C ONTRACT 1

3. C ONTRACT P RICE 2

4. P AYMENT 2

5. D ELIVERY 4

6. P ACKING AND S HIPPING M ARKS 5

7. I NSPECTION AND C LAIM 6

8. I NSTALLATION, C OMMISSIONING AND A CCEPTANCE OF THE E QUIPMENT 7

9. W ARRANTY 9

10. S OFTWARE L ICENSE 10

11. I NTELLECTUAL P ROPERTY I NDEMNITY 12

12. T AXES 13

13. R EPRESENTATIONS AND W ARRANTIES 13

14. T ERM 14

15. T ERMINATION 14

16. C ONFIDENTIALITY 15

17. B REACH OF C ONTRACT 16

18. F ORCE M AJEURE 16

19. S ETTLEMENT OF D ISPUTES 17

20. M ISCELLANEOUS P ROVISIONS 20

S CHEDULE A – D EFINITIONS AND I NTERPRETATION 25

S CHEDULE B - S PECIAL T ERMS 29

A NNEX 1 - E QUIPMENT, S ERVICES & D OCUMENTATION L IST A ND P RICES 31

A NNEX 2 - S PECIFICATIONS 32

A NNEX 3 - P ROJECT S CHEDULE 33

A NNEX 4 - E NGINEERING N OTES A ND I NSTALLATION R ESPONSIBILITIES 34

A NNEX 5 - E QUIPMENT A CCEPTANCE T EST P LAN 35

A NNEX 6 - S PECIMEN O F A CCEPTANCE C ERTIFICATE 36

C A VEATS AN

D D RAFTING N OTES 37

[S ALES C ONTRACT N AME]

T HIS CONTRACT ("Contract") is made in [the Contract Location] and, China on the Contract Date set out in Schedule B (Special Terms) by and between the Buyer and Seller specified in Schedule B (Special Terms). Buyer and Seller shall hereinafter be referred to individually as a "Party" and collectively as the "Parties".

P RELIMINARY S TATEMENT

After friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have agreed to enter into a sales contract in accordance with Applicable Laws and the provisions of this Contract.

Now the Parties Hereby Agree as Follows:

1. D EFINITIONS AND I NTERPRETATION

Unless the terms or context of this Contract otherwise provide, this Contract shall be interpreted in accordance with Schedule A, and each of the terms used herein shall have the meaning ascribed to it in Schedule A (Definitions and Interpretation) or Schedule B (Special Terms) as the case may be.

2. S COPE OF C ONTRACT

2.1 Supply of Equipment and Services

Seller shall supply to Buyer the Equipment and Services (as more specifically set out in Annex 1 hereto) [for the Project] in accordance with the terms of this Contract. Buyer shall pay Seller the Contract Price set out in Schedule B (Special Terms) hereto and shall perform its other responsibilities in accordance with the terms of this Contract.

2.2 Project Supervisors

Seller and Buyer shall each nominate a representative as its project supervisor for the Project (each, a “Project Supervisor” and jointly, the “Project Supervisors”). Each Project Supervisor shall be authorized to deal with all technical matters in connection with the Equipment and the Services during the period from the Effective Date up to the expiration of the applicable Warranty Periods. Detailed arrangements for both regularly scheduled and emergency communications between the Project Supervisors shall be made through friendly consultation by Seller and Buyer. The Project Supervisors shall fully cooperate to resolve all technical issues which may arise in respect of the Equipment and the Services. If there is any dispute between the Project Supervisors, they shall analyze the problem, clarify the responsibilities and, to the fullest extent possible, settle it at the Installation Sites through friendly consultation. During the period of Installation and Commissioning, the progress of work, the main work done every week, all problems arising and the suggested solution(s) shall be reported weekly by the Project Supervisors to Seller and Buyer.

2.3 No Transfer of Equipment

Buyer acknowledges and agrees that the Equipment constitutes and embodies the Confidential Information and Intellectual Property of Seller. Without the prior written

consent of Seller, Buyer may not directly or indirectly transfer the Equipment to any third party for consideration or without consideration.

3. C ONTRACT P RICE

3.1 Price

The Contract Price is set out in Schedule B (Special Terms).

3.2 Consideration for Price

This Contract Price covers:

(a) the Equipment (including Hardware and Software License) and Services,

(b) if Seller is the Party Responsible for Shipment, the cost of shipment of the

Hardware and Documentation to the Place of Delivery.

3.3 Costs and Expenses

The Contract Price does not cover costs and expenses that are for Buyer’s account under

this Contract, or any taxes (including but not limited to customs duty and value added tax) payable by Buyer in respect of this Contract.

4. P AYMENT

Buyer shall pay Seller the Contract Price on the following terms:

4.1 Advance Payment

The Advance Payment shall be paid by Buyer to Seller by wire transfer to Seller’s Designated Bank Account within ten (10) days after Buyer has received the following documents provided by Seller:

(a) Pro forma invoice covering one hundred percent (100%) of the Contract Price

in six copies;

(b) Commercial invoice covering the Advance Payment in six copies; and

(c) Sight draft covering the Advance Payment in two copies.

4.2 Delivery Payment

The Delivery Payment shall be paid by Buyer to Seller under an irrevocable letter of credit (“Letter of Credit”).

Buyer shall fifteen (15) days prior to the scheduled Delivery Date for first Shipment, open the Letter of Credit in favor of Seller for the Delivery Payment with a bank and in form and content acceptable to both parties. The Letter of Credit shall be available against Seller's draft(s) at sight drawn on the opening bank for the Relevant Percentage of the invoice price of each Shipment accompanied by the shipping documents as follows:

(a) One original and two copies of [Airway Bill] [or other document of title] to be

marked “Freight [Collect] [Prepaid]”, indicating shipping mark and

consigned to Buyer.

(b) Commercial Invoice covering the Relevant Percentage in three (3) originals

and three (3) copies, indicating the Contract number, L/C number and

shipping mark;

(c) Packing list in three (3) originals and three (3) copies issued by Seller;

(d) One (1) original and one (1) copy of a Certificate of Quality issued by Seller;

(e) One (1) copy of fax/email to Buyer advising particulars of delivery immediately

after delivery to the carrier at the Port of Delivery has been made;

(f) One (1) original and one (1) copy of certificate of origin;

(g) Two (2) copies of export licenses issued by the relevant export authority or two

(2) copies of the confirmation from Seller that no export license is required.

(h) If Seller is the Party Responsible for Shipment, one (1) copy of insurance certificate specifying the risk type as all risk covering one hundred and ten percent (110%) of the invoice amount for such Shipment.

The Letter of Credit shall be valid until the twenty-first (21st

) day after the date of last

scheduled Shipment.

4.3 Payment on Acceptance

The Acceptance Payment for the Equipment shall be paid by Buyer by T/T within fifteen (15) days after Buyer has received the following documents from Seller:

(a) Commercial invoice covering the Acceptance Payment in three (3) originals

and three (3) copies;

(b) One (1) original and one (1) copy of the Acceptance Certificate in respect of

the Project.

4.4 Shipment by Seller

Seller shall commence Shipment once Buyer has paid the Advance Payment and opened the Letter of Credit as prescribed in Articles 4.1 and 4.2.

4.5 Bank Charges

Each party shall be responsible for its own bank charges.

4.6 Title to Hardware

Full title to all Hardware shall transfer from Seller to Buyer upon Buyer’s payment in full of the Contract Price.

4.7 Late Payments

If Buyer fails to make any payment within the time stipulated in this Article 4, then Buyer shall be liable to pay to Seller interest on such unpaid amounts from the due date through the date such delayed payment is made in full. The applicable rate of interest shall be the LIBOR rate for six-month U.S. dollar loans plus 2%.

5. D ELIVERY

5.1 Delivery Schedule

Seller shall deliver each Shipment to the applicable Place of Delivery on or before the

applicable Delivery Date set forth in the Project Schedule. The number of Shipments shall not exceed the Maximum No. of Shipments set forth in Schedule B (Special Terms). If the Place of Delivery is different from the Installation Site, then Buyer shall be responsible for transportation and insurance of each shipment from the Place of Delivery to Installation Site.

5.2 Notification before Shipment

At least two (2) weeks before making each Shipment, Seller shall send Buyer written notice of all relevant shipping details, including description, quantity and approximate weight and size of the Equipment in each Shipment, and other information consistent with industry practice.

5.3 Equipment Delivery

All the Equipment shall be shipped in complete sets, except as otherwise agreed, i.e., any special tools for installation, materials and easily worn-out parts shall be dispatched along with the relevant Equipment.

5.4 Notification After Shipment

Seller shall notify Buyer by fax or email of all shipping details within two (2) working days after each Shipment has been dispatched. For each large item, if any, over two (2) metric tons, the gross weight, measurement (L x W x H), name and price of such item shall be separately indicated.

5.5 Customs Clearance Documents

Within a reasonable time after each Shipment has been dispatched, Seller shall mail the Customs Clearance Documents specified in Schedule B (Special Terms).

5.6 Insurance

The Party Responsible for Shipment shall be responsible for obtaining insurance during shipment for the Equipment and Documentation in accordance with industry practice at its sole cost. If damage to the Equipment occurs during shipment, Seller and Buyer shall work together to submit an insurance claim.

5.7 Seller's Late Delivery If solely due to Seller’s fault, Seller fails to complete delivery of all Shipments to the Place of Delivery on or before the Delivery Date for the final Shipment set forth in the Project Schedule, then Seller shall be liable to pay to Buyer liquidated damages in respect of such delivery delay at the Late Delivery Penalty Rate until such delayed Equipment is delivered in accordance with the terms of this Contract or the end of the Maximum Late Delivery Period, whichever occurs earlier. The total liquidated damages for late delivery shall not exceed the Maximum Late Delivery Penalty. The payment of liquidated damages for late delivery of any Shipment shall not release Seller from its responsibility to complete delivery of such Shipment.

5.8 Buyer's Termination Right

If such delivery delay extends beyond the expiration of the Maximum Late Delivery Period, then Buyer shall have the right to terminate this Contract. If Buyer terminates this Contract in part or in whole, it shall return at Seller's expense all cancelled Equipment received from Seller, and Seller shall thereafter refund to Buyer, within fifteen (15) days of the date of return of all such Equipment, all amounts paid by Buyer to Seller for the terminated Equipment.

5.9 Buyer's Claims

All of Buyer’s claims in respect of late delivery of Equipment shall be handled solely and exclusively in accordance with the provisions of Articles 5.7 and 5.8 above.

6. P ACKING AND S HIPPING M ARKS

6.1 Equipment Packing

All of the Equipment to be delivered by Seller shall be packed in a manner suitable to protect it against repeated handlings and numerous loadings and unloadings. Protective measures consistent with the characteristics and requirements of the various items of Equipment shall be taken to prevent the Equipment from damage by moisture, rain, shock and corrosion.

6.2 Labelling of Accessories

Each of the accessories in a package or bundle shall be labelled by Seller to indicate contract number, package number, name of the Equipment to which it is an accessory, name of accessories and their position numbers on assembly drawings. Spare parts and tools shall be marked with the words “Parts” or “Tools” besides the above particulars.

6.3 Specific Markings

Seller shall mark the following on the four adjacent sides of each package of the goods with indelible paint in conspicuous printed English words:

(1) Contract Number

(2) Shipping Mark

(3) Consignee

(4) Place of Destination

(5) Name of Equipment

(6) Case Number

(7) Gross Weight (Kg)

(8) Measurement (L x W x H in cm)

(9) Sites Code Number（if applicable）

Should any goods weigh two (2) or more than two (2) metric tons, the center of gravity and hoisting position shall be marked in English and with the appropriate markings on two sides of each case so as to facilitate loading and handling. In addition, in accordance with the characteristics and different requirements of the goods for loading, unloading and transportation, the package shall be conspicuously marked with “Keep-dry”, “Handle with care”, “Right side up”, etc. in English with the appropriate markings.

7. I NSPECTION AND C LAIM

7.1 Open Box Inspection

The open-box inspection of the Equipment included in each Shipment shall be performed at the location designated by Buyer. Buyer shall give Seller ten (10) working days prior written notice of the location and date of inspection and shall be responsible for making all arrangements. Buyer shall check the Equipment against the packing list supplied by Seller. Seller is entitled to have its representative present at the inspection at its own cost. If necessary, the local [China Commodity Inspection Bureau] will be invited to the open-box inspection with both parties sharing the inspection expense equally. If any shortage, damage or discrepancy in respect of the Equipment ("Damage") is found during the inspection, a detailed record shall be made and signed by representatives of both parties.

7.2 Damage Caused by Seller If any Damage caused solely by Seller is found during the inspection, then Seller shall supplement or replace such damaged Equipment at its own expense.

7.3 Damage Not Caused by Seller

If any Damage is not due t o Seller’s fault, Seller shall, within an agreed time period, supplement, repair or replace that Equipment at Buyer’s expense.

7.4 Related Costs and Expenses

The party responsible for the Damage shall also be responsible for all expenses related to shipping and insurance of supplemental, replaced or repaired Equipment.

7.5 Claims by Buyer

If Seller disagrees with Buyer’s claims under Article 7.2, Seller shall within two (2) weeks after the receipt of the claim notice give the reasons for its disagreement. Both parties shall use their best efforts to resolve the disagreement. Buyer's claim shall be considered accepted by Seller if Seller fails to make any disagreement known to Buyer within the said two (2)-week period.

8. I NSTALLATION, C OMMISSIONING AND A CCEPTANCE OF THE E QUIPMENT

8.1 Installation Sites

Installation Sites for the Equipment shall be identified in writing by the Buyer to Seller within two (2) weeks following the Effective Date. Should Buyer subsequently change any of the Installation Sites and Seller incurs additional costs as a result of such change, Buyer shall reimburse Seller for such additional costs.

8.2 Notification of Installation Requirements Before Installation of any Equipment begins, Seller's technical personnel shall give Buyer detailed descriptions of the Installation requirements. Buyer shall be responsible for the preparation and provision of the relevant Installation Sites in accordance with such requirements prior to commencement of Installation.

8.3 Installation of Equipment

The Installing Party shall be responsible for Installation and Commissioning of the Equipment pursuant to the terms of this Contract. Each party shall give full assistance to the Installing Party during such Installation and Commissioning.

8.4 Commissioning Tests

Upon Commissioning of the relevant Equipment, the Installing Party shall give written notice thereof and submit the record of the relevant Commissioning tests to the Project Supervisors.

8.5 Acceptance Test

The Acceptance Test for the Equipment shall commence on the first working day after completion of the relevant Commissioning tests and be conducted in accordance with the Acceptance Test Plan. The Acceptance Test shall be carried out by Buyer's designated technical personnel. S eller’s technical personnel shall give assistance in connection with each Acceptance Test. The result of each Acceptance Test shall be recorded and such written record shall be confirmed and signed by the Project Supervisors within seven (7) days after completion of the relevant Acceptance Test.

8.6 Performance of Tests

[The Installation, Commissioning and Acceptance Tests for the Equipment will be performed separately for each Shipment in accordance with the relevant provisions of Annex [●] hereto and i n accordance with the times stipulated in the Project Schedule.]

8.7 Acceptance Thresholds

If the Acceptance Tests demonstrate that the Equipment meets the Specifications except for minor non-service affecting deficiencies, then such Equipment shall be deemed to have achieved Acceptance and be ready to be placed into commercial service. Whether a deficiency is a minor non-service affecting deficiency shall be determined [by the Project Supervisors jointly]. When Buyer places any Equipment into commercial service or uses

such Equipment for any purpose other than testing, such Equipment shall conclusively be deemed to have achieved Acceptance. If Buyer fails to provide Installation Sites which meet the installation requirements specified by the relevant Documentation or Seller in accordance with the Project Schedule, or if Buyer is the Party Responsible for Installation and fails to complete such Installation in accordance with the Project Schedule, thereby causing delay in the Installation and Commissioning of the relevant Equipment, then the affected Equipment shall be deemed to be granted Acceptance by Buyer as of the scheduled Acceptance date set out in the Project

Schedule. Once the Equipment has achieved or is deemed to be granted Acceptance, Seller shall issue to Buyer a notice stating that Acceptance has occurred on such date, and the Project Supervisors shall sign the Acceptance Certificate within seven (7) days after such Acceptance.

9. W ARRANTY

9.1 Equipment Warranty

Seller warrants that upon Delivery the Equipment to be supplied by Seller shall be completely new and shall comply in all material respects with the Specifications.

9.2 Hardware Warranty

Seller warrants that during the Warranty Period the Hardware shall be free from Hardware Defects caused by Seller's fault. If due to the fault of Seller any Hardware Defect occurs during the Warranty Period, Seller shall be responsible to replace or repair such defective Hardware at Seller’s own cost. Replacement Hardware may be new or reconditi oned to perform as new. Seller shall bear the risk of loss and damage during shipment and all transportation costs for replacement Hardware under this Article. For the purpose of importation of repaired or replacement Equipment during the Warranty Period, Buyer undertakes to provide to Seller's service center all relevant documentation required for importation (import permit, tax certificate, etc.) and any documentation in its possession required to establish the commencement date of the Warranty Period, failing which Buyer shall bear any and all applicable duties or taxes.

9.3 Software Warranty

Seller warrants that during the Warranty Period the Software shall be free of Software Defects caused by Seller's fault. If due to the fault of Seller any Software Defect occurs during the Warranty Period, Seller shall be responsible to correct such Software Defect at Seller’s own cost.

9.4 Defects Due to Buyer

If during the Warranty Period any Hardware Defect or Software Defect occurs due to the failure of Buyer to comply with the terms of the Contract or the relevant Documentation or due to an event of force majeure or any other reason not due to Seller’s fault, then upon Buyer’s request, Seller shall repair or replace such Hardware or correct such Software

Defect at Buyer's expense. Seller shall provide such services at its standard rate.

9.5 Exceptions to Hardware Warranty

The Hardware warranty shall not cover Equipment components such as fuses and bulbs that are normally consumed in operation, or have a normal life inherently shorter than the Warranty Period.

9.6 OEM Equipment

Seller's warranty does not cover OEM Equipment. Seller assigns to Buyer all of its rights under warranties from its third-party vendors in respect of such OEM Equipment.

9.7 Buyer's Warranty Claims Buyer must notify Seller of any warranty claim within thirty (30) days of the event giving rise to the claim. Seller shall not be obliged to provide any Warranty service in respect of claims made more than thirty (30) days after the event giving rise to the claim, or made after the relevant Warranty Period expires.

9.8 Exclusion of Other Warranties

All of Buyer’s claims in respect of Hardware Defects or Software Defects shall be handled solely in accordance with the provisions of this Article 9. All other warranties are hereby expressly excluded.

9.9 Seller's Limits of Liability

Seller is not responsible for warranties given by Buyer to Buyer’s customers.

9.10 Provision of Spare Parts

For a period of five (5) years after the expiry of the Warranty Period, Seller shall provide to Buyer at its request, at a favorable price taking prevailing market prices for reference, spare parts (as described in Annex 1) which are compatible with and are required for normal operation of the Equipment. If Seller, its parent or any of its Affiliates intends to discontinue production of any spare parts required for the Equipment, Seller shall give written notice to Buyer six (6) months prior to such discontinuance and Buyer shall be entitled to place orders within eight (8) weeks of receipt of such notice for any such spare parts required.

10. S OFTWARE L ICENSE

10.1 Scope of Software License

Seller hereby grants Buyer a personal, non-exclusive, non-transferable right to use the Software only in connection with designated Hardware on the terms set out in this Article 10 (such right being the “Software License”). Title to the Software shall at all times remain vested in Seller or its relevant third party supplier. Buyer obtains no other rights in or to the Software except for the Software License set forth in this Article.

10.2 Buyer's License Obligations

Buyer shall:

(a) maintain the confidentiality of the Software using the same degree of care that

Buyer uses to protect its own most confidential and valuable information,

but no less than reasonable care;

(b) keep a current record of the location of each copy of Software;

(c) require each of its authorized employees, agents, and/or representatives to

whom Software is disclosed, to maintain the confidential nature of such

Software;

(d) if Buyer chooses to permanently cease using the Software, it will use the same

degree of care that Buyer uses to protect its own most confidential and

valuable information to erase or otherwise destroy all copies of the

Software and will notify Seller after such destruction; and

(e) be entitled to make copies of any documentation included in the Software as

reasonably required for its normal business purposes.

10.3 Buyer's License Restrictions Buyer shall not:

(a) use the Software (i) for any purpose other than Buyer’s own internal business

purposes and (ii) other than as expressly provided by the terms of this

Software License;

(b) allow anyone other than Buyer’s employees, agents and/or representatives

w ith a “need to know” to have access to the Software;

(c) make any copies of the Software except such limited number of object code

copies as may be reasonably necessary for execution or archival purposes

only;

(d) make any changes to the Software, othe r than those arising from Buyer’s

normal use of the Software as explained in the associated documentation;

or

(e) reverse engineer or in any other manner decode Software, in order to derive

the source code form or for any other reason.

10.4 Termination of License This Software License shall terminate automatically when Buyer or its permitted assignee discontinues use of the Equipment.

11. I NTELLECTUAL P ROPERTY I NDEMNITY

11.1 Seller's Indemnification

Seller agrees to indemnify Buyer with respect to any suit, claim, or proceeding brought against Buyer alleging that Buyer's use of the Equipment constitutes an infringement of any patent or copyright registered in China (“Infringement Claim”) on the terms set out in this Article 11.

11.2 Scope of Indemnification

Seller agrees to defend Buyer against any such Infringement Claims and to pay all litigation costs, reasonable attorney's fees, settlement payments and any damages awarded in any final judgment arising from such Infringement Claim.

11.3 Conditions of Indemnification

Seller’s indemnity obligations under this Article 11 are subject to the following conditions:

(a) Buyer shall promptly advise Seller of any Infringement Claim;

(b) Buyer shall provide full cooperation to Seller in connection with the

Infringement Claim; and

(c) Buyer shall permit Seller to have sole control of the defense or settlement of

any Infringement Claim.

11.4 Limitations of Indemnification

Seller's indemnity obligations under this Article 11 shall not apply to Infringement Claims if Seller's Equipment is:

(a) manufactured, designed or supplied by Seller in accordance with any design or

special instructions provided by Buyer;

(b) used by Buyer in a manner or for a purpose not contemplated by Seller and/or

by this Contract;

(c) modified by Buyer where such modification is not authorised by Seller;

(d) used by Buyer in combination with other products not provided by Seller where

the infringement arises from such combination.

11.5 Injunction Against Buyer If an injunction is obtained against Buyer's use of any portion of the Equipment arising from an Infringement Claim, in whole or in part, Seller shall, at its option, either:

(a) procure for Buyer the right to continue using that Equipment; or

(b) replace or modify the same so that Buyer's use is not subject to such

injunction.

11.6 Return of Equipment

If Seller cannot perform under Article 11.5, Buyer shall have the right to return the affected portion of such Equipment to Seller upon written notice to Seller. In the event of such return, Seller shall refund to Buyer the net book value of such returned Equipment.

11.7 Scope of Buyer's Rights

All of Buyer’s claims in respect of Infringement Claims shall be handled solely in accordance with the provisions of this Article 11.

12. T AXES

12.1 Buyer's Liability

All taxes and import or customs duties and other taxes and duties, including without limitation VAT, in connection with the Contract levied on Buyer by the relevant authority in China in accordance with the Chinese tax laws then in effect shall be paid by Buyer, including as contemplated in Article 3.3.

12.2 Seller's Liability

All the taxes, excluding VAT, in connection with, and in the performance of, the Contract to be levied on Seller by the relevant tax authority in China, in accordance with the tax laws of China then in effect governing foreign enterprises and their employees, shall be paid by Seller.

12.3 Taxes Outside China

All taxes in connection with the execution of the Contract to be levied outside China shall be paid by Seller.

13. R EPRESENTATIONS AND W ARRANTIES

13.1 Standard Representations and Warranties

Each Party represents and warrants to the other Party that on the date hereof:

(a) it is an independent legal person duly organized, validly existing in good

standing under the laws of the place of its establishment or incorporation;

(b) it has full authority to enter into this Contract and to perform its obligations

hereunder;

(c) it has authorized its representative to sign this Contract and from and after the

Effective Date the provisions of this Contract shall be legally binding upon it;

(d) its execution of this Contract and its performance of its obligations hereunder:

(i) will not violate any provision of its business license, articles of

incorporation, articles of association or similar organizational documents; (ii)

will not violate any Applicable Laws or any governmental authorization or

approval; and (iii) will not violate or result in a default under any contract to

which it is a party or to which it is subject;

(e) no lawsuit, arbitration or other legal or governmental proceeding is pending or,

to its knowledge, threatened against it that would affect its ability to perform

its obligations under this Contract; and

(f) it has disclosed to the other Party all documents issued by any governmental

department that may have a material adverse effect on its ability to fully

perform its obligations under this Contract, and the documents previously

provided by it to the other Party do not contain any misstatements or

omissions of material facts.

13.2 Consequences of Inaccuracy in Representations and Warranties If any of the above representations and warranties of a Party are not accurate in all material respects on the date hereof, then such Party shall be in material breach of this Contract.

14. T ERM

This Contract shall automatically terminate and expire upon the full performance or discharge of all the obligations of the Parties hereunder.

15. T ERMINATION

15.1 Termination

(a) This Contract may be terminated at any time prior to the Expiration Date by the

mutual written agreement of the Parties.

(b) At any time prior to the Expiration Date, a Party (“Notifying Party”) may

terminate this Contract through notice to the other Party in writing if:

(i) the other Party materially breaches this Contract, and such breach is

not cured within the Cure Period granted pursuant to Article

17.1(a); or

(ii) the other Party becomes bankrupt, or is the subject of proceedings

for liquidation or dissolution, or ceases to carry on business or

becomes unable to pay its debts as they come due; or

(iii) the conditions or consequences of Force Majeure which have a

material adverse effect on the affected Party's ability to perform

continue for a period in excess of six (6) months and the Parties

have been unable to find an equitable solution pursuant to

Article 18.2(c) hereof; or

(iv) [insert other conditions triggering termination as appropriate]

15.2 Continuing Obligations The provisions of Article 16 (Confidentiality), Article 17 (Breach of Contract) (but only with respect to claims arising prior to the termination hereof or with respect to other continuing obligations) and Article 19 (Settlement of Disputes) shall survive the termination of this Contract.

16. C ONFIDENTIALITY

16.1 Confidentiality Obligations

From time to time prior to and during the Term either Party (“disclosing Party”) has disclosed or may disclose Confidential Information to the other Party (“receiving Party”). The receiving Party shall, during the Term and for [●] years thereafter:

(a) maintain the confidentiality of Confidential Information;

(b) not use Confidential Information for any purposes other than those specifically

set out in this Contract; and

(c) not disclose any such Confidential Information to any person or entity, except

to its employees or employees of its Affiliates, its agents, attorneys,

accountants and other advisors who need to know such information to

perform their responsibilities and who have signed written confidentiality

agreements containing terms at least as stringent as the terms provided in

this Article 16 (collectively "Permitted Disclosure Parties").

16.2 Confidentiality Exceptions

The provisions of Article 16.1 above shall not apply to information that:

(a) can be shown to be known by the receiving Party by written records made prior

to disclosure by the disclosing Party;

(b) is or becomes public knowledge otherwise than through the receiving Party's

breach of this Contract; or

(c) was obtained by the receiving Party from a third party having no obligation of

confidentiality with respect to such information.

16.3 Confidentiality Rules

Each Party shall formulate rules and regulations to inform its directors, senior staff, and other employees, and those of their Affiliates of the confidentiality obligation set forth in this Article 16.

16.4 Return of Material

On the Expiration Date [or upon the disclosing Party's request at any time], the receiving Party shall (i) return to the other Party, or at the disclosing Party's direction destroy, all

materials (including any copies thereof) embodying the other Party's Confidential Information and (ii) certify in writing to the other Party, within ten (10) days following the other Party's request, that all of such materials have been returned or destroyed. Notwithstanding the foregoing provisions of this Article 16.4, following the Expiration Date, Buyer may retain copies of technical information relating to the use and maintenance of the Equipment, provided that Buyer shall keep such information confidential in accordance with the provisions of Article 16.1 above.

17. B REACH OF C ONTRACT

17.1 Remedies for Breach of Contract

Except as otherwise provided herein, if a Party ("breaching Party”) fails to perform any of its material obligations under this Contact or otherwise is in material breach of this Contract, then the other Party (“aggrieved Party”) may:

(a) give written notice to the breaching Party describing the nature and scope of

the breach and demand that the breaching Party cure the breach at its

cost within a reasonable time specified in the notice ("Cure Period")

(provided that if any representation and warranty of a Party under Article

13.1 is not true and correct in all material respects when made, or if there

is a breach of Article 16, then there shall be no Cure Period); and

(b) if the breaching Party fails to cure the breach within the Cure Period (or, if there

is none, at any time following such breach), then in addition to its other

rights under Article 15.1(b)(i) or Applicable Laws, the aggrieved Party may

claim direct and foreseeable damages arising from the breach.

17.2 Limitation on Liability

Notwithstanding any other provision of this Contract, [except for breach of confidentiality obligations or infringement of the other Party's IPR,] neither Party shall be liable to the other Party for damages for loss of revenues or profits, loss of goodwill or any indirect or consequential damages in connection with the performance or non-performance of this Contract. [Except for breach of confidentiality obligations or infringement of the other Party's IPR] The aggregate liability of a Party for all claims for any loss, damage or indemnity whats oever resulting from such Party’s performance or non-performance of this

Contract shall in no case exceed [●] United States Dollars (US$[●]) or the RMB equivalent thereof.

18. F ORCE M AJEURE

18.1 Definition of Force Majeure

"Force Majeure" shall mean all events which are beyond the control of the Parties to this Contract, and which are unforeseen, unavoidable or insurmountable, and which prevent total or partial performance by either of the Parties. Such events shall include earthquakes, typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law or the application thereof or any other instances which cannot be foreseen, prevented or controlled, including instances which are accepted as Force Majeure in general

international commercial practice.

18.2 Consequences of Force Majeure

(a) If an event of Force Majeure occurs, a Party's contractual obligations affected by such an event under this Contract shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty or liability, for a period equal to such suspension.

(b) The Party claiming Force Majeure shall promptly inform the other Parties in writing and shall furnish within [fifteen (15)] days thereafter sufficient proof of the occurrence and duration of such Force Majeure. The Party claiming Force Majeure shall also use all reasonable endeavours to terminate the Force Majeure.

(c) In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure.

19. S ETTLEMENT OF D ISPUTES

19.1 Friendly Consultations

In the event of any dispute, controversy or claim arising out of or relating to this Contract, or the breach, termination or invalidity hereof ("dispute"), the Parties shall attempt in the first instance to resolve such dispute through friendly consultations.

19.2 Arbitration

[Choose one of the following two alternatives:

Either

Option (1): CIETAC Rules

(a) In the event such dispute is not resolved through consultations within [sixty

(60)] days after the date such consultations were first requested in writing

by a Party, then any Party may submit the dispute for arbitration in [Beijing]

before the China International Economic and Trade Arbitration

Commission ("CIETAC") in accordance with CIETAC Arbitration Rules

then in force, and as amended by this Article 19.2 ("Arbitration Rules").

(b) The arbitration tribunal shall consist of three arbitrators, one appointed by each

Party and, if either of the Parties fails to appoint an arbitrator within the

time specified in the Arbitration Rules, the Chairman of CIETAC shall

make such appointment, taking into consideration the criteria set out in this

Article 19.2.

(c) A third arbitrator (the "Presiding Arbitrator") shall be appointed by agreement

between the Parties in accordance with the provisions of Articles 19.2 (d)

and (e) below, and, if the Parties fail to jointly appoint the Presiding

Arbitrator within the time specified in the Arbitration Rules, the Chairman of

CIETAC shall make such appointment, taking into consideration the

criteria set out in this Article 19.2.

(d) No arbitrator may be a national of (i) the PRC or (ii) [home country of Party B].

(e) The Presiding Arbitrator (and any successor or replacement appointee in place of any Presiding Arbitrator initially appointed) shall, unless otherwise agreed in writing by the Parties, be a national of one of the following countries: (i) Australia; (ii) Belgium;

(iii) Canada; (iv) New Zealand;

(v) Sweden; (vi) Switzerland;

(vii) The Netherlands; or (viii) The United Kingdom.

(f) The arbitration proceedings shall be conducted in the English language.

(g) All costs of arbitration (including but not limited to arbitration fees, costs of arbitrators and legal fees and disbursements) shall be borne by the losing party, unless otherwise determined by the arbitration tribunal.

(h) The provisions of Chapter III of the Arbitration Rules (concerning summary procedure) are excluded, regardless of whether the total amount of the claim amounts to RMB 500,000.

[NB: This clause could be considered to be a variation to the CIETAC Rules. Article 7 of the CIETAC Rules states that variations to the Rules are subject to consent by the Arbitration Commission].

Or

Option (2): SIAC Rules

(a) In the event the dispute is not resolved through consultations within [sixty (60)] days after the date such consultations were first requested in writing by a Party, then any Party may submit the dispute to Singapore International Arbitration Centre ("SIAC") for arbitration in Singapore in accordance with the Arbitration Rules of the SIAC then in force, and as amended by this Article 19.2 ("Arbitration Rules").

(b) The tribunal shall consist of [one] [three] arbitrator(s) to be appointed by the Chairman of the SIAC.

(c) The language of the arbitration shall be English.]

19.3 Procedural Compliance

The Parties undertake:

(a) to comply strictly with the time limits specified in the Arbitration Rules for the

taking of any step or the performance of any act in or in connection with

any arbitration; and

(b) to comply with and to carry out, in full and without delay, any procedural orders

(including, without limitation to, any interim measures of protection ordered)

or any award (interim or final) made by the arbitral tribunal.

19.4 Enforcement of Award

Each of the Parties irrevocably:

(a) agrees that any arbitral award shall be final and binding;

(b) undertakes that it will execute and perform the arbitral award fully and without

delay. In the event of judicial acceptance and an order of enforcement,

each party expressly waives all rights to object thereto, including any

defense of sovereign immunity and any other defense based on the fact or

allegation that it is an agency or instrumentality of a sovereign state; and

(c) waives any rights which it may have to contest the validity of the arbitration

agreement set forth in this Article or the jurisdiction of the relevant

arbitration institution to hear and to determine any arbitration begun

pursuant to this Article 19.

When any dispute occurs and is the subject of friendly consultations or arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Contract, except in respect of those matters under dispute.

19.5 Injunctive Relief

Notwithstanding the foregoing, the Parties agree that each Party has the right to seek temporary or permanent injunctive or other similar relief in any court or other authority of competent jurisdiction in respect of any claims of breach of confidentiality or IPR infringement or for an order of specific performance or other injunctive relief as permitted under Applicable Laws.

19.6 Governing Law