EQUIPMENT PURCHASE AND SALE AGREEMENT 设备买卖协议 DATED THIS [DAY] DAY OF [MONTH], [YEAR] 签约时间： Between: 双方为： Buyer:； a company organized under the laws of [Country] (Buyer) 买方：一家依照中华人民共和国法律组建的公司（以下称为买EQUIPMENT PURCHASE AND SALE AGREEMENT
DATED THIS [DAY] DAY OF [MONTH], [YEAR]
Buyer:； a company organized under the laws of [Country] (“Buyer”)
Seller: a company organized under the laws of Switzerland (“Seller”)
each a “Party”, collectively the “Parties”（上述各方单称为“一方”，合称为“双方”）
1. DEFINITIONS 第一条 定义
2. SCOPE OF AGREEMENT 第二条 合同适用范围
3. PRICING AND PAYMENT 第三条 价格和付款
4. SHIPMENT; ACCEPTANCE 第四条 发货、验收
5. SECURITY INTEREST. 第五条 担保权益
6. FINAL ACCEPTANCE. 第六条 最终验收.
7. WARRANTY第七条 保证
8. FORCE MAJEURE 第八条 不可抗力
9. LIMITATION OF LIABILITY 第九条 责任限额
10. LICENSES 第十条 许可
11. PATENT INDEMNITY 第十一条 专利相关的赔偿保证
12. TERM AND TERMINATION 第十二条 期限和终止
13. CONFIDENTIALITY 第十三条 保密
14. EXPORT REGULATIONS 第十四条 出口规定
15. MISCELLANEOUS 第十五条 其他
ANNEX 1 SYSTEM DESCRIPTION AND SPECIFICATION 附件一 系统描述和规格
ANNEX 2 BUYER’S SITE AND ESTIMATED SHIPMENT SCHEDULE
ANNEX 3 SELLER’S WIRE TRANSFER INSTRUCTIONS 附件三 卖方的电汇指令
ANNEX 4 FORM OF LETTER OF CREDIT 附件四 信用证格式
1. DEFINITIONS. 定义
In addition to those definitions set forth elsewhere in this Contract, the following capitalized terms shall have the meanings specified below:
“Buyer’s Site” means the location where the System will be installed and used as set forth in Annex 2;
“Contract” means this Equipment Purchase and Sale Agreement, including its Annexes;
“Effective Date” means the date first written above;
“Final Acceptance” has the meaning set out in Section 6 herein;
“Final Acceptance Test” means one or more tests of the System conducted in accordance with Seller’s normal procedures at Buyer’s Site to demonstrate that the System meets or exceeds the Specification;
“Intellectual Property” means algorithms, concepts, data, databases, designs, documentation, drawings, formulae, hardware, know-how, ideas, inventions, materials, methods, plans, procedures, processes, schematics, software (in any form including source code and executable or object code), specifications, techniques, tools, trade secrets, works of authorship, and other technical information, whether or not protectable by any form of Intellectual Property Rights;
“Intellectual Property Rights” means all present and future patent rights, copyrights, trade secrets, database rights, and other proprietary rights (excluding trademarks, service marks, trade names, and similar rights) in any jurisdiction, and all applications and registrations therefor;
“Services” means certain installation and commissioning services related to the System;
“Shipment” of a System occurs when such System is delivered to the carrier at Seller's factory or the shipping point determined by Seller;
“Specification” means the technical description and performance specification of a given System set forth in Annex 1; and
“System” means the equipment described in Annex 1.
2. SCOPE OF AGREEMENT. 合同适用范围。
Buyer agrees to purchase the System and Services, and Seller agrees to sell the System and perform the Services, subject to the terms and conditions of this Contract.
3. PRICING AND PAYMENT 价格和付款
3.1 Price. The total price for the System and Services is four million and eighty thousand Swiss Francs (CHF 4,080,000) (the “Price”). Buyer shall pay the Price to Seller as follows:
(a) thirty percent (30%) of the Price, with payment due thirty (30) days after the Effective Date (“First Installment”);
(b) sixty percent (60%) of the Price upon Shipment to Buyer of the System, with payment due thirty (30) days after the date of Shipment; and
(c) ten percent (10%) of the Price within ten (10) days of Final Acceptance, but not later than ninety (90) days after Shipment of the System provided that the installation and commissioning of the System at Buyer’s Site is delayed by reasons not caused by Seller, with payment due fourteen (14) days after the date of Seller’s invoice.
3.2 Taxes and Fees. The Price shall not include any import or broker’s fees, taxes (including withholding taxes, import VAT, customs duties, and official local charges) or any other taxes levied on Seller (except those which are based on income of Seller) , or any other charges or costs that might be claimed with respect to the sale or shipment or installation of the System or any spare part(s) to Buyer, all of which shall be paid by Buyer (or reimbursed to Seller by Buyer if Seller makes payment).
3.3 Payment. Unless otherwise set forth in this Contract, Buyer shall make all payments under this Contract exclusively to Seller within fourteen (14) days after the date of Seller’s invoice therefor. Unless another address is provided in writing by Buyer to Seller, all invoices shall be sent by Seller to the address set forth in Section 15.6. All of Buyer’s payments of the Price shall be made by means of the Letter of Credit (as defined in Section 3.4), except that: (a) payment of the First Installment will be made by wire transfer to Seller’s bank account; and (b) if the Letter of Credit is not in effect when a payment is due or is not sufficient to cover the entire amount owed to Seller, then Buyer will pay the amount owed (or remaining portion thereof that Seller did not receive by drawing on the Letter of Credit) to Seller by means of a wire transfer to Seller’s bank account by the due date set forth above. All payments by wire transfer will be made in accordance with the wire instructions set forth in Annex 3 which may be revised from time-to-time upon written notice by Seller to Buyer. For avoidance of doubt, Seller may at its option draw on the Letter of Credit at a date later than the applicable payment due date set forth above. Payments will not be considered made until Seller has a credit entry on its bank accounts in Switzerland.
付款。除非本合同另行规定，在卖方发票出具之日后的十四(14)天内，买方应向卖方独家支付本合同项下应向卖方支付的所有款项。除非买方以书面方式向卖方告知其他地址，否则卖方应将所有发票送至第15.6款中列明的地址。买方就合同价格的所有付款均应以信用证（定义见第3.4款）的方式支付，但(a) 首期付款应电汇至卖方银行账户，且(b) 如果付款到期时信用证无效或不足以支付应付给卖方的全部款项，则买方将以在上述到期日向卖方银行账户电汇款项的方式向卖方支付应付款项（或卖方在提取信用证下金额后未能获得的剩余款项）。通过电汇支付的所有款项将根据附件3所述的电汇指示作出，该等指示可由卖方向买方发出书面通知而不时修改。为避免疑义，卖方可自行决定在上述规定的相关款项到期日之后的某一日对信用证提款。在卖方位于瑞士的银行账户显示资金到帐之前，款项应被视为未付。
3.4 Letter of Credit. Buyer shall cause to be issued to Seller an irrevocable letter of credit (“Letter of Credit”) in the amount of the Price less the amount of the First Installment. Each Letter of Credit shall be directly advised through a bank acceptable to Seller, to be issued in favor of Seller no later than sixty (60) days before the scheduled date of shipment of the System. The Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credits 2007 revision I.C.C. publication no. 600. Unless otherwise specified therein, the Letter of Credit shall be payable in Switzerland and shall not expire before all payments are made to Seller. All banking charges for the Letter of Credit shall be the responsibility of, and be paid by, Buyer. The Letter of Credit will be in substantially the form attached to this Contract as Annex 4. Buyer will email or fax a copy of the proposed Letter of Credit to Seller’s Treasury Department (using the address provided by Seller) for review and approval by Seller prior to the actual submission to the opening bank.
3.5 Rights of Set Off. Other than as expressly provided in this Contract, neither Party is entitled to set off amounts claimed to be owed by the other Party against amounts owing to the other Party whether arising under this Contract or any other agreements between the Parties. All payments are nonrefundable once made.
4. SHIPMENT; ACCEPTANCE发货、验收
4.1 Shipment Terms. The System will be delivered to Buyer CIP Shanghai airport (INCOTERMS 2000) or other shipping point designated by Seller. Annex 2 contains an estimated shipment date for the System. Buyer will arrange for and bear the cost of shipping transportation and insurance from the Shanghai airport to Buyer’s Site. Transshipment and partial shipment will be allowed.
4.2 Title Transfer; Risk of Loss. Transfer of title to the System will pass from Seller to Buyer upon delivery of the System to the first carrier. Risk of loss or damage with respect to the System will pass from Seller to Buyer upon delivery of the System to the first carrier. In addition, Buyer will be liable for any loss or damage caused at any time by the acts or omissions of Buyer or any of Buyer’s agents, employees, or contractors. In the event of damage or loss during shipment and Buyer wishes to make a claim under the insurance policy procured by Seller, Buyer agrees to first notify Seller and coordinate any communication on the claim with Seller. Notwithstanding anything to the contrary, any software included with the System is licensed, not sold to Buyer, and title to and ownership of such software shall at all times remain with Seller.
4.3 Performance Conditions. Buyer acknowledges that Seller’s ability to deliver, install, and achieve Final Acceptance of the System depends upon: (a) the condition and availability of Buyer’s Site; (b) Buyer’s ongoing satisfaction, in a timely manner, of its obligations set forth in this Contract and otherwise agreed upon in writing; and (c) none of the warranty exclusion events described in Section 7.5 occurring. If a delay in Seller’s performance occurs due to causes described in clauses (a) or (b) above, then Seller will be entitled to the Shipment Postponement Charge defined below.
履行条件。买方承认卖方交付、安装及实现每一系统的最终验收以下列各项为前提：(a) 买方场所的条件和可用性，(b) 买方始终及时履行其在本合同项下的以及双方另行书面约定的义务，以及(c) 未发生第7.5款中所述的保证除外事件。如果卖方由于上述(a)段或(b)段原因而延迟履行，卖方应有权收取以下定义的发货延迟费。
4.4 Buyer Postponing or Cancelling Shipment. Buyer may cancel or postpone Shipment of the System prior to the scheduled shipment date by delivering written notice to Seller, subject to Buyer’s payment to Seller of the applicable cancellation charge (“Order Cancellation Charge”) or postponement charge (“Shipment Postponement Charge”). Buyer agrees and acknowledges such payments are reasonable and justified. Seller may draw against the Letter of Credit for either or both of the Order Cancellation Charge and the Shipment Postponement Charge.
(a) Order Cancellation Charge:订单撤销费
Amount of Notice of Cancellation Prior to Seller’s Scheduled Shipment Date Cancellation Charge (Percentage of Price)
90 days or more 30% 90天或更多 30%
At least 30 days but less than 90 days 50% 30天至90天 50%
Less than 30 days 90% 少于30天 90%
(b) Shipment Postponement Charge: At Seller’s option, Seller may impose the Shipment Postponement Charge equal to thirty percent (30%) of the applicable Price of the System, which amount constitutes Seller’s liquidated damages for any and all costs and expenses incurred by Seller in connection with the postponed delivery of such System. If Buyer requests a delivery delay of more than forty-five (45) days after the originally scheduled shipment date, at Seller’s option, the order may be deemed cancelled and Buyer may be subject to both the Order Cancellation Charge and the Shipment Postponement Charge.
4.5 Seller Postponing or Cancelling Shipment. Without limiting any other rights under this Contract, Seller may postpone and/or cancel Shipment of a System upon written notice to Buyer if Buyer fails to pay an amount when due, or if Buyer fails to cause the Letter of Credit to be issued to Seller when due . In such circumstances, and at Seller’s option, Seller may: (i) reschedule Shipment of the System upon Buyer’s cure of such breach, and Buyer will be subject to the Shipment Postponement Charge; or (ii) deem the order to have been cancelled by Buyer as of the date of the breach, and Buyer will be subject to the applicable Order Cancellation Charge.
5. SECURITY INTEREST. Seller retains, and Buyer hereby grants, a security interest (or mortgage, charge, pledge, or lien, as determined by Seller to provide security under applicable local law) in the System delivered hereunder and in all proceeds from the sale, exchange, collection, or disposition thereof, until Buyer has made payment in full for the System. Buyer shall, upon request by Seller, provide all information, cooperation, and signatures required by Seller to perfect such security interest. Seller reserves all rights granted to a secured creditor under applicable local law, including, at Seller’s option, the right to enter Buyer’s Site and repossess all or any part of the System upon default by Buyer.
6. FINAL ACCEPTANCE. Final Acceptance is the final and irrevocable acceptance of the System. Final Acceptance will occur upon the earlier to occur of the following: (a) a Final Acceptance Test that demonstrates that the System meets or exceeds the Specification; (b) the date that Buyer uses the System in commercial production; or (c) the date ninety (90) days after Shipment of the System (the “FAT Deadline”). Notwithstanding the foregoing, if the System does not successfully complete Final Acceptance Test on or before the FAT Deadline solely due to Seller’s fault or delay, then, as Buyer’s sole and exclusive remedy, Seller will, at Seller’s sole expense, continue installing and commissioning the System until the earlier of: (i)Final Acceptance; or (ii) the date that is thirty (30) days after Seller has rectified its fault or delay, at which date there shall be a deemed Final Acceptance of the System.. Any failure in the Final Acceptance Test is to be verified by both Parties, and Seller shall be allowed sufficient and reasonable time to remedy. Buyer shall have no right to return or reject the System.
最终验收。最终验收为对系统的最终和不可撤消的验收。最终验收在下列各项发生时（取较早者）完成：(a) 完成表明系统满足或超过规格的最终验收测试；或者(b)买方在商业生产中使用系统之日；或(c) 系统发货后的第九十(90)天（“最终验收测试截止日”）。尽管如上所述，如果仅由于卖方的违约或延迟系统截至最终验收测试截止日仍未能成功完成最终验收测试，则作为买方的唯一且排他性的救济，卖方应自负费用继续安装并调试系统直至以下较早发生者：(i)最终验收；或(ii) 卖方纠正其违约或延迟后的第三十(30)天，系统的最终验收将被视为在该较早日发生。任何未能通过最终验收测试需由双方确认，且卖方应被给予充足并合理的时间进行补救。买方无权退货或拒绝接受系统。
7.1 Warranty. Subject to the terms and conditions of this Contract, Seller warrants to Buyer that during the Warranty Period, the System and any spare parts provided by Seller hereunder shall be free from defects in material and workmanship when used under normal operating conditions for its intended use. Seller warrants to Buyer that all Services provided by Seller at Buyer’s Site shall be performed in a professional and workmanlike manner (the warranties for the System, spare parts and Services are referred to as the “Warranty”). Neither any statement in any prospectuses or brochures of Seller or on Seller’s website nor any oral statement of Seller or Seller’s employees, agents or contractors are legally binding, and none of the foregoing constitute a warranty of quality or condition under this Contract.
7.2 Warranty Period. The warranty period shall be as follows: (a) for the System, twelve (12) months after the date of Final Acceptance, not to exceed fifteen (15) months after Shipment; (b) for spare parts, ninety (90) days after the date of delivery to Buyer’s Site; and (c) for Services, ninety (90) days after the performance of the applicable Services (the “Warranty Period”). The Warranty granted hereunder shall not include parts or materials which Seller considers as consumables under normal operating conditions.
保证期。保证期应为：(a) 就系统而言，为通过最终验收之日起十二(12)个月，但不超过发货后的十五(15)个月，(b) 就备件而言，交付给买方场所之日后的九十(90)天，且(c) 就服务而言，履行相关服务后的九十(90)天（“保证期”）。本合同项下授予的保证不应包括卖方认为在正常操作状态下作为消耗品的零件或材料。
7.3 Remedy. If the System or a spare part delivered hereunder does not meet the above Warranty, Buyer shall promptly notify Seller in writing and make the System or part available for correction. Seller shall, during its normal business hours, correct any reproducible failure of the System or part to meet the above Warranty, at its option by either repairing or replacing any defective part or, if such remedies fail, by replacing the System. Buyer must grant Seller reasonable time and opportunity to take what Seller determines to be the necessary steps for making repairs or supplying replacements; if Buyer refuses to grant such time or opportunity, Seller will be released from any and all obligations with respect to such defects or failures. If a Service provided hereunder does not meet the above Warranty, Buyer shall promptly notify Seller, and make the System available for correction, and Seller shall, during its normal business hours, correct any defect by reperforming the Service. This Section 7.3 sets forth Buyer’s sole and exclusive remedy for Seller’s furnishing nonconforming or defective equipment, components, or Services.
7.4 Replacement of Non-Conforming Items. Buyer shall permit Seller to take possession of the System, component or spare part that fails to meet the above Warranty (“Non-Conforming Item”). Buyer agrees to follow Seller’s return material authorization process and complete any applicable forms. Seller will bear the cost for the return of the Non-Conforming Items well as the reasonable cost for dismantling and assembly of the Non-Conforming Item. If a replacement for the Non-Conforming Item is supplied, the Non-Conforming Item becomes Seller’s property. Seller will not be liable to Buyer, nor will Buyer have any claim against Seller for any damages, costs, or expenses, suffered by Buyer if the repair of defects in the System or the provision of replacement equipment, components or spare parts is delayed or obstructed in any way as a result of export or import limitations. Buyer will make available all the necessary documents to enable the Non-Conforming Item to be re-exported to their place of origin (as designated by Seller) and to obtain any permit to import the replacement for the Non-Conforming Item free of import duty.
7.5 Warranty Exclusions. Seller will not have any repair or replacement obligations under this Contract for preventive maintenance or for faults, damage, or other consequences arising from normal wear-and-tear, or if the System is rendered defective, in whole or in part, by external causes, including catastrophes, power failures, transients, over-voltage on interfaces, environmental extremes, or improper use, maintenance, or application by Buyer or by any third party. Seller will not be responsible for (and Buyer will be solely responsible for) damages to the System if the System is subjected to, or any claimed defect that arises as a result of, any accident, misuse, neglect, alteration, failure to install or remove safety devices provided or required by Seller, unauthorized relocation, or improper repair or maintenance, or installation, or use contrary to Seller’s printed warnings, instructions, or recommendations.
7.6 Disclaimer and Limitation. Seller’s liability arising from the sale or use of the System or Service provided under this Contract will be limited to the cost of correcting defects as provided in Section 7.3 (or, in the case of Services, the cost of reperforming such Services), or the portion of the Price attributable to the applicable System, component, spare part or Service that gives rise to the claim, whichever is least. Seller’s liability under this Section 7 will be subject to, and count toward satisfaction of the limits in, Section 9. No warranty claims may be made, and Seller shall have no liability to Buyer whatsoever, for any defects or latent defects in the System, components, spare parts or Services after the expiration of the Warranty Period. TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE EXCLUSIVE OF ALL OTHER WARRANTIES REGARDING THE SYSTEM, COMPONENTS, SPARE PARTS OR SERVICES, OR ANY OTHER MATERIALS SUPPLIED BY SELLER HEREUNDER, WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR THAT WOULD ARISE FROM COURSE OF DEALING OR PERFORMANCE. BUYER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN SECTION 7.1 AND THAT NO WARRANTIES ARE MADE BY ANY OF SELLER’S SUPPLIERS.
8. FORCE MAJEURE不可抗力
8.1 General. “Force Majeure” means an event or circumstance which is beyond a Party’s reasonable control and includes, but is not limited to, events or circumstances of the kind listed below: war, hostilities, invasion, sabotage, terrorism, insurrection, riots, or any other acts of civil disobedience; act or demand of any person exercising governmental authority, court order; strike, boycott, or other concerted acts of workers, lockouts, or other industrial disturbances whether direct or indirect; natural catastrophes such as, epidemics, fire, explosion, flood, storm, earthquake, hurricane, typhoon, volcanic activity, or other act of God or public enemy; rules and regulations with regard to transportation by common carrier .
8.2 Notice. If Buyer or Seller is or will be prevented from performing any of its obligations under this Contract by reason of Force Majeure, then it shall give notice to the other Party of the event or circumstances constituting the Force Majeure.
8.3 Suspension of Obligations. If an event of Force Majeure occurs, the dates and periods for performance of the obligations under this Contract shall be adjusted by mutual agreement of the Parties hereto, or if the Parties fail to agree, shall be extended by a period equal to the duration of such event of Force Majeure plus a reasonable time to restart performance of such obligations. Notwithstanding any of the foregoing, Force Majeure shall not apply to obligations of either Party to make payments under this Contract.
8.4 Damages. The Parties hereto shall be released from any obligation to pay damages, including damages for delays in performance of their obligations, caused by any occurrence of a Force Majeure event.
9. LIMITATION OF LIABILITY责任限额
9.1 Amount of Damages. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SELLER’S LIABILITY ON ANY CLAIM OF ANY KIND, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE FOR ANY EXPENSE, INJURY, LOSS, LIABILITY, OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE SYSTEM, ANY COMPONENT OR SPARE PART THEREOF FURNISHED UNDER THIS CONTRACT, ANY SOFTWARE FURNISHED UNDER THIS CONTRACT, OR THE PROVISION OF ANY SERVICE INCLUDING THE DESIGN, MANUFACTURE, SALE, DELIVERY, INSPECTION, REPAIR, MAINTENANCE, OR INSTALLATION OF THE SYSTEM, EQUIPMENT, COMPONENTS, OR SPARE PARTS FURNISHED UNDER THIS CONTRACT, SHALL IN NO CASE EXCEED THE PORTION OF THE PRICE ATTRIBUTABLE TO THE APPLICABLE SYSTEM, COMPONENT, SPARE PART OR SERVICE WHICH GIVES RISE TO THE CLAIM. WITHOUT LIMITING THE FOREGOING, SELLER’S MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT (INCLUDING ANY AMOUNTS SELLER IS OBLIGATED TO PAY UNDER SECTIONS 7 AND 11, WHICH WILL BE SUBJECT TO AND COUNT AGAINST THIS LIMITATION OF SELLER’S LIABILITY) FOR ANY AND ALL CLAIMS OF ANY NATURE (INCLUDING BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE) SHALL IN NO CASE EXCEED THE PORTION OF THE PRICE ACTUALLY PAID TO SELLER BY BUYER. THE EXISTENCE OF ANY OTHER LIMITATIONS OF LIABILITY SET FORTH IN THIS CONTRACT WILL NOT INCREASE THIS OVERALL AGGREGATE LIMIT.
9.2 Type of Damages. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR CONTINGENT DAMAGES, FRUSTRATED EXPENSES, OR DAMAGES FOR LOSS OF BARGAIN, LOSS OF EXPECTATION OR BUSINESS OUTCOME, OR LOSS OF PROFITS, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Basis of Bargain. Regardless of whether any remedy permitted under this Contract fails of its essential purpose, the allocation of risk in this Section 9 is material to this Contract and Buyer acknowledges and agrees that Seller would not enter into this Contract without the limitations of liability in this Contract. Furthermore, Buyer acknowledges and agrees that: (a) the limitations on Seller’s liability in this Section 9 will be given full force and effect even if any exclusive remedy provided in this Contract fails of its essential purpose; and (b) the existence of more than one claim, or any other limitation of liability set forth in this Contract, will not increase the limitation on Seller’s maximum aggregate liability set forth above.
优惠基础。无论本合同项下允许的任何救济是否未能满足其基本目的，本第9条中规定的风险分配就本合同而言是重要的，且买方承认并同意如果本合同不包含责任限额，卖方不会签署本合同。此外，买方承认并同意(a) 本第9条中的卖方责任的限额应完全生效，即使本合同中规定的任何排他救济未能满足其基本目的，且(b) 即使存在多项索赔或本合同中规定了任何其他责任限额，卖方的上述责任总额的限额不会因此增加。
10.1 License to Patented Processes. Subject to the terms and conditions of this Contract (including Section 13), Seller grants to Buyer, as of the delivery date of the System to Buyer’s Site, a limited, non-assignable, non-transferable, non-exclusive, royalty free license to use, solely with the System as purchased from Seller, patented methods and processes of Seller which are appropriately utilizable (in accordance with applicable documentation furnished by Seller) in the System.
10.2 License to Software. Subject to the terms and conditions of this Contract (including Section 13), Seller grants to Buyer, as of the delivery date of the System to Buyer’s Site, a limited, non-assignable, non-transferable, non-exclusive, royalty free license to use internally, solely in object code form, any software and related documentation furnished by Seller under this Contract. This grant is limited to use with the System for which the software and related documentation was provided by Seller. Buyer may make a single archive copy of such software and related documentation, provided that any copy must contain the same copyright notice and proprietary markings as the original software and documentation. Use of software on any equipment other than the System for which it was provided, any other material breach of this Contract, or any breach of copyright law with regard to Buyer’s use of the software or related documentation shall automatically terminate this license. Terms of any agreement packaged with third-party software by the software vendor shall prevail over this Contract, and the license granted in this Section will not apply to any such software.
软件的许可。在符合本合同条款和条件（包括第13条）的前提下，自系统交付至买方场所之日起，卖方向买方授予一项有限的、不可出让且不可转让、非排他性的且免特许使用费的许可，据此，买方可在内部，仅限于以目标代码的形式，使用卖方在本合同项下提供的任何软件和相关文档。该许可仅适用于卖方提供软件和相关文档所针对的相关系统。买方可对该等软件和相关文档做一(1)份备份，前提是该等备份必须包含与原软件和文件的著作权声明和专属标识相同的著作权声明和专属标识。下列情形下本许可应自动终止：(i) 将软件用于相关系统之外的任何其他设备、(ii) 对本合同的任何其他实质性违反，以及(iii) 买方使用软件或相关文档违反了著作权法。软件供应商提供的第三方软件中捆绑的任何协议的条款应较本合同更为优先，本条项下授予的许可将不适用于任何该等软件。
10.3 Unauthorized Use. The licenses granted in Sections 10.1 and 10.2 do not extend to the use of the licensed intellectual property on or with items of equipment or parts not purchased from or supplied by Seller, or modified by any third party, and any and all such use of such intellectual property is expressly not authorized. In the event of such unauthorized use, in addition to any other rights and remedies available to Seller, Seller’s warranty obligations hereunder shall cease in their entirety.
10.4 Restrictions. Except as set forth in the preceding Sections 10.1 and 10.2, the sale, lease, or other transfer of the System by Seller to Buyer does not convey any license or right, by implication, estoppel, or otherwise, to any method or process invention of any patent. Except to the extent enforcement is prohibited by applicable law, Buyer shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer any software licensed hereunder, and Buyer shall not reverse engineer any element of the System. Further, Buyer shall not copy, publish, lease, lend, distribute, make available, encumber, or pledge any software licensed hereunder except as expressly authorized by the terms and conditions of this Contract, if at all.
11. PATENT INDEMNITY 专利相关的赔偿保证
11.1 Indemnification Obligation. Seller shall defend any suit or proceeding brought against Buyer by a third party, so far as it is based on a claim that the System furnished under this Contract constitutes an infringement of any apparatus claim under any United States of America patent of any third party which has been examined and validly issued prior to Shipment of the System to Buyer hereunder, subject to the following conditions: (a) Buyer notifies Seller promptly in writing after Buyer is presented with such claim or becomes aware of the possibility of such claim from a third party; (b) Buyer gives Seller sole authority to defend and settle the claim; and (c) Buyer fully cooperates with Seller as requested by Seller in connection with Seller’s efforts to defend and settle the claim, such as furnishing Seller with related materials.
赔偿义务。卖方应就第三方针对买方提起的任何诉讼或司法程序进行抗辩，前提是诉由是基于本合同项下提供的系统侵犯了第三方的经过审查并于本合同项下的系统向买方发货前正式获批的美国装置专利，并符合下列条件：(i) 买方在其收到该等索赔或意识到可能会发生该等第三方索赔后及时书面通知卖方；(ii) 买方授予卖方独立授权以进行抗辩并解决索赔事宜；及(iii) 在卖方抗辩及解决索赔之努力的过程中，买方应卖方要求与卖方全面合作，例如向卖方提供相关材料。
11.2 Remedy. In case the System is in any such suit held to constitute infringement of any apparatus claim under any United States of America patent of any third party which patent has been examined and validly issued prior to Shipment of the System to Buyer hereunder, Seller shall reimburse Buyer for all damages finally awarded by the judgment and actually paid by Buyer. In addition, if in such suit all use of the System by Buyer is enjoined, Seller shall, at its own expense and option, use commercially reasonable efforts to: (a) procure for Buyer the right to continue using the System; (b) replace the infringing System with a non-infringing System; or (c) modify the System so that it becomes non-infringing. At any time, if Seller believes any such claim or finding of infringement is likely, Seller may, at its option, take any of the steps in the immediately preceding sentence.
救济。如果在该等诉讼中系统被认定侵犯了第三方的经过审查并于本合同项下的系统向买方发货前正式获批的美国装置专利，卖方应向买方补偿最终判决的且买方已实际支付的所有赔偿金额。此外，如果在该等诉讼中买方被全面禁止使用系统，卖方应自担费用并自行决定尽商业上合理的努力：(i) 为买方取得继续使用该系统的权利；(ii) 以不侵权系统替换侵权系统；或(iii) 修改系统使其不再侵权。在任何时候，如果卖方认为很有产生该等索赔或被认定侵权的可能，则卖方可自行决定立即采取前款规定的任何措施。
11.3 Exclusions. In no event will Seller be liable for any third party claim which: (a) has arisen from Seller’s compliance with Buyer’s design, formulae, processes, specifications, or instructions, or with Buyer’s requirements that a design be produced to perform a specific process; (b) has arisen from the combination of the System with equipment, parts, devices or elements supplied by anyone other than Seller; (c) has arisen from an inappropriate use of the System which was inconsistent with the dedicated purpose or which did not comply with user instruction provided by Seller; (d) has arisen from reconstruction, modification or any changes to all or part of the System by anyone other than Seller; or (e) alleges that the System infringes any process or method claim of any patent.
除外情形。在任何情况下，卖方均不就下列第三方索赔负责：(i) 因卖方遵守买方的设计、配方、工艺、规格或指令或根据买方的要求所做的设计以执行特定工艺而产生的索赔，(ii) 因将该系统与卖方之外的任何其他人士供应的任何设备、备件、设施或元件组合而发生的索赔，(iii) 因与指定用途不一致的对系统的不当使用或不遵守卖方提供的用户指令而产生的索赔，(iv) 因卖方之外的任何其他人士对该系统的全部或部分进行重建、修改或任何变更而产生的索赔，或(v) 指称系统侵犯任何专利的工艺或方法的索赔。
11.4 Limitation. THIS SECTION 11 STATES THE ENTIRE LIABILITY OF SELLER, AND BUYER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS INCLUDING PATENT RIGHTS OF ANY THIRD PARTIES, AND IN RESPECT OF ANY INFRINGEMENT DUE TO SOFTWARE SUPPLIED UNDER THIS CONTRACT. IN NO EVENT SHALL SELLER’S TOTAL LIABILITY TO BUYER UNDER OR AS A RESULT OF COMPLIANCE WITH THE PROVISION OF THIS SECTION 11 EXCEED THE AGGREGATE PORTION OF THE PRICE ACTUALLY PAID BY BUYER THAT IS ATTRIBUTABLE TO THE ALLEGEDLY INFRINGING SYSTEM, AND SELLER’S LIABILITY UNDER THIS SECTION 11 WILL BE SUBJECT TO, AND COUNT TOWARD SATISFACTION OF THE LIMITS SET FORTH IN, SECTION 9.
12. TERM AND TERMINATION期限和终止
12.1 Term. This Contract shall commence as of the Effective Date and shall remain in effect until the end of the Warranty Period, unless earlier terminated as permitted herein.
12.2 Termination upon Certain Events. Seller may terminate this Contract upon notice to Buyer if at any time Buyer becomes insolvent, is a party to a bankruptcy proceeding as a debtor, or commits a material breach of any term of this Contract and fails to cure such breach within thirty (30) days after receipt of notice of same.
12.3 Effects of Termination. The following provisions shall survive and remain in effect following any termination or expiration of this Contract: 1, 3, 5, 7.6, 9, 10.4, 11, 12.3, 13, 14, and 15.
13.1 General Obligation. Seller retains all rights of ownership and Intellectual Property Rights pertaining to any drawings, specifications, and other documents related to the design, configuration, operation, or maintenance of any equipment, software, or other items comprising the System or the processes performed thereby (including schematics, , user manuals, reference materials, spare parts lists, bill of materials lists, best known method or “BKM” descriptions, and safety notices) which Seller has provided to Buyer (“Documents”). Buyer acknowledges that such Documents contain trade secrets and other Confidential Information (as defined below) of Seller. Accordingly, and notwithstanding anything to the contrary in the remainder of this Section 13 or elsewhere in this Contract, the Buyer shall use such Documents solely for use of the equipment and components thereof used in the System in accordance with this Contract, and such Documents may not be used for any other purpose or reproduced in whole or in part or divulged to any third parties in any way, nor do the Documents confer the right to replicate individual parts or components of the System.
13.2 Definition. “Confidential Information” means any documents, information, or samples disclosed or made available by one Party or its representatives (including contractors) to the other Party or its representatives (including contractors) pursuant to this Contract, provided that such documents, information, or samples, are marked as “confidential” or “proprietary” by the disclosing Party (except that Documents (as defined above) constitute Confidential Information of Seller regardless of whether or not so marked). The terms of this Contract and the activities contemplated by this Contract are Confidential Information of both Parties and shall be treated under this Contract as having been disclosed by each to the other.
13.3 Obligations. The receiving Party shall not disclose Confidential Information of the disclosing Party to any third party without the express prior written consent of the disclosing Party, other than to the receiving Party’s attorneys, accountants, and other advisors, who have a need to know such information and have a duty to keep such information confidential. The receiving Party shall protect the disclosing Party’s Confidential Information with at least the care with which it protects its own confidential information of a similar nature but in any event, not less than a reasonable standard of care. Neither Party shall use the Confidential Information of the other Party except in the performance of its obligations, or exercise of its rights, under this Contract. Except for rights expressly granted in Section 10, neither Party will have, by virtue of this Contract or its receipt of Confidential Information from the other Party, any rights to any of the other Party’s Confidential Information.
13.4 Exclusions. Confidential Information does not include information that: (a) becomes a matter of public knowledge through no fault of the receiving Party; (b) is lawfully received by the receiving Party from a third party without restriction on disclosure; (c) is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information; or (d) is lawfully in the possession of the receiving Party prior to its disclosure by the disclosing Party. Notwithstanding Section 13.3, Confidential Information may be disclosed by the receiving Party only to the extent such disclosure is required to be disclosed pursuant to applicable law or by the order of a court or other governmental body with jurisdiction, provided that: (x) the receiving Party notifies the disclosing Party of such mandatory disclosure as soon as reasonably possible; (y) the disclosing Party is provided reasonable notice and opportunity to contest such disclosure, or to seek a protective order therefor; and (z) the receiving Party cooperates with the disclosing Party if the disclosing Party seeks a protective order or otherwise attempts to contest or limit the scope of such disclosure.
例外。“保密信息”不包括下列信息：(i) 非因接收方过错而为公众所知的；(ii) 接收方从不受披露限制的第三方合法获得的；(iii) 接收方未使用披露方保密信息而独立开发的；或(iv) 接收方在披露方披露之前合法占有的。虽有第13.3款之规定，披露方只可根据适用法律或享有管辖权的法庭或其他政府机关的命令要求而披露保密信息，但前提条件是：(a) 接收方尽合理可能快地将强制披露通知披露方，(b) 披露方得到合理通知并有机会质疑披露或就此披露寻求保护令；和(c) 若披露方寻求保护令或试图以其他方式质疑或限制披露范围，接收方应与披露方合作。
13.5 Irreparable Harm. The Parties recognize that the loss that would arise from a breach of the obligations contained in this Section 13 will cause irreparable harm and cannot reasonably or adequately be compensated in damages in an action at law. Therefore, the Parties expressly agree that in addition to any other rights or remedies that they may possess, they shall be entitled to injunctive relief without posting bond or any other court surety to prevent a breach of the obligations contained in this Section 13.
13.6 Publicity. Neither Party will issue any press release, advertising publicity or public statement or in any way engage in any other form of public disclosure with respect to the existence and terms of this Contract (or the activities contemplated hereby) without the prior written approval of the other Party.
14. EXPORT REGULATIONS出口规定
14.1 General. Each Party hereby acknowledges that any Item, including Software and Technology (as such terms are defined in Council Regulation (EC) No. 1334/2000 or in the Export Administration Regulations 15 CFR Part 730 et al) is or may be subject to one or more export control laws, regulations or the like, and agrees that it will not transfer, export or re-export any such Item, including any documentation, information or product that incorporates, is derived from or otherwise reveals such, without complying with all applicable export control laws, regulations and the like, including obtaining and/or cooperating with the other Party in securing all appropriate licenses and authorizations. Each Party specifically certifies that it will not transfer, export, or re-export any such Item to any country or entity subject to export control restrictions and/or embargoes under any applicable laws, regulations and the like. Buyer hereby certifies that it is not engaged in, and will not use or make available for use the System or any component thereof for any activities related to the proliferation of nuclear, chemical or biological weapons or missiles.
一般规定。每一方特此认可，任何产品（包括软件和技术）（前述各项如委员会条例 (Council Regulation) (EC)第1334/2000号或出口管理条例(Export Ad-ministration Regulations) 15 CFR Part 730等中之定义）受或可能受一项或数项出口控制法律法规或类似法律法规的管辖，并同意其不会在尚未遵守所有适用出口控制法律法规或类似法律法规（包括取得和／或与其他方合作确保获得所有适当许可和授权）的情况下，转让、出口或再出口任何该等产品，包括含有、衍生自或显露该等产品的任何文档、信息或产品。每一方特别保证，其将不会向受制于任何适用法律法规或类似法律法规项下出口控制限制和／或禁运的国家或实体转让、出口或再出口任何该等产品。买方特此保证，其目前未参予与核扩散、化学或生物武器或导弹有关的任何活动，将来也不会将某系统或其任何组件用于该等活动或为该等活动提供任何系统或其任何组件。
14.2 Delivery Delays. Notwithstanding any provision within this Contract, delivery delays resulting or arising from export compliance and control issues will neither subject Seller to any late delivery charge or other liabilities, nor excuse Buyer from any performance obligations under this Contract. The failure of any item to be licensable for export shall not be construed as a failure or breach by Seller of any obligation to Buyer.
15.1 Governing Law and Arbitration. This Contract and this arbitration clause shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) excluding choice of law rules that could cause the application of any laws other than the laws of Hong Kong. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract. Any action based on this Contract must be commenced within one (1) year after the event described in the cause of action arose. Any dispute, controversy or claim arising out of or relating to this Contract, whether in tort, contract, under statute or otherwise, including questions regarding its existence, validity, interpretation, breach, or termination (“Dispute”), shall be subject to and finally resolved by binding arbitration at the Hong Kong International Arbitration Centre (the “Centre” or “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force as of the Effective Date of this Contract (“Rules”), which Rules are deemed to be incorporated by reference into this clause and as may be amended by the rest of this clause. The arbitral Tribunal shall consist of three (3) arbitrators. Each Party hereto shall designate one (1) arbitrator within thirty (30) days after giving or receiving the Notice of Arbitration, failing which the appointment shall be made by the HKIAC Council. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The third arbitrator shall be appointed by the HKIAC Council and shall serve as chairman of the Tribunal. The seat of arbitration shall be Hong Kong, and the language of the arbitration proceedings shall be English. The arbitrators shall decide any Dispute submitted by the Parties to the arbitration strictly in accordance with the substantive laws of Hong Kong and shall not apply any other substantive law. The award of the Tribunal shall be final and binding upon the Parties thereto from the day it is made, and either Party may apply to a court of competent jurisdiction for enforcement of such award. Nothing in this clause shall be construed as preventing any Party from seeking conservatory or interim relief from any court of competent jurisdiction. The fees and costs of arbitration, including the reasonable costs of legal representation, shall be borne by the losing Party.
15.2 Local Regulations. Buyer will inform Seller, in writing and immediately, of all formalities to be observed with respect to the local authorities and of the prevailing safety regulations at Buyer’s Site. Furthermore Buyer will assist Seller to deal with the authorities and to obtain all necessary permissions required for Seller's staff to perform Services on Buyer’s Site and will assist Seller’s staff especially in cases of sickness and accidents. If any official permission should be required for carrying out the design, and/or assembly and commissioning work, and/or operation of the System according to the laws and regulations applicable for Buyer’s Site (and applicable local regulations), Buyer shall: (a) inform Seller in writing prior to the commencement of the design of the System; and (b) be responsible to receive all required permissions from the authorities before Seller commences the assembly work. Buyer is solely responsible for compliance with applicable laws in the purchase, delivery, installation, and use of each System.
当地法规。买方应以书面方式立即通知卖方，告知所有必须遵守的当地政府机构的规程以及买方场所应适用的安全法规。此外，买方将协助卖方处理与政府机构的事务并协助卖方获取卖方人员在买方场所提供服务所需的所有必要许可，并对卖方人员提供帮助，特别是在其生病和发生意外时。如果按照买方场所当地有效的法律法规（和适用的当地法规），实施设计和／或安装和调试工作和／或系统的操作需要有任何官方的许可，买方应(a) 在系统开始设计之前书面通知卖方，并且(b) 在卖方开始安装工作之前负责从政府机构获取所需的全部许可。就每一系统的采购、交付、安装和使用，买方应单独负责该等行为符合适用法律的规定。
15.3 Safety. Buyer shall provide a safe and secure work environment at Buyer's Site. Buyer will, to the extent Buyer has such materials in its possession, provide Seller with all instructions, safety notices and any reports regarding the condition of the facilities at Buyer's Site, and all site and system preparation specifications and related manuals. If Seller determines that insufficient information regarding the facilities at the Buyer's Site is available to perform the activities contemplated by this Contract, Seller will notify Buyer of the deficiency and will consult with Buyer's safety representatives. Buyer, at its sole cost and expense, will implement any corrective actions identified that are necessary to remedy any safety issues with the facilities at Buyer's Site prior to Seller performing the activities contemplated by this Contract. Notwithstanding anything to the contrary contained in this Contract, if at any time during the performance of the activities contemplated by this Contract, Seller determines in its reasonable discretion that continued performance of the activities contemplated by this Contract at the Buyer's Site could pose a safety risk for Seller personnel (or the personnel of Seller's subcontractors), Seller may suspend performance of the activities contemplated by this Contract without cost or liability to Buyer until such safety risk has been remedied to Seller's satisfaction. If any safety issue results in a delay in performance, then Seller will be entitled to an extension of time equal to such delay in Seller's performance. Under no circumstances shall any Seller personnel be required to remain at the Buyer's Site during an evacuation or to enter or reenter the Buyer's Site during an emergency or during any other hazardous situation.
15.4 Amendments; Waiver and Severability. Any amendment of this Contract (including any additional or different terms) will be valid only if it is made in writing and signed by the Parties, specifically refers to this Contract and states the Parties’ intention to supplement or modify it. A right may only be waived in writing by the Party giving the waiver. No other conduct of a Party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right. A waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again, and the exercise of a right does not prevent any further exercise of that right or of any other right. If any provision of this Contract becomes, or is held to be, illegal, invalid, unenforceable in whole or in part, under any enactment, rule of law or decision of any court, then such provision or part shall to that extent be deemed severed from this Contract but the legality, validity and enforceability of the remainder shall not be affected. The invalid or impracticable provisions of the Contract shall be promptly replaced by new provisions that are valid and enforceable and reflect the intention of the Parties to the maximum extent allowed under applicable law.
15.5 Entire Agreement. This Contract, together with the Annexes described in this Contract (which are binding to the same extent as the Contract and which are incorporated into this Contract) constitute the entire agreement of the Parties with respect to the subject matter herein, and replaces all prior or contemporaneous communications, understandings, and agreements (whether written or oral). In the event of any conflict, ambiguity, or inconsistency between the terms and conditions of this Contract and Buyer’s terms, purchase order or any other agreement, document, or correspondence (including electronic transmissions) between the Parties regarding the subjects described in the purchase order or this Contract, the terms of this Contract shall govern and control.
15.6 Notices. Any notice permitted or required to be given under this Contract must be in writing and signed by or on behalf of the Party giving it and may be served personally, by sending it by prepaid recorded delivery or courier service, registered post or fax to the addressee as follows:
or to such other address as either Party may specify for itself by notice to the other Party given in accordance with this Section. When notice is given by courier service, such notice will be deemed to have been served upon receipt of delivery by the courier service to the other Party. Notice given in person shall be deemed to be served immediately. Notice given by fax shall be deemed to have been served upon receipt.
15.7 Assignment; Subcontracting. Buyer may not assign this Contract or assign any rights or delegate any duties under this Contract, in whole or in part, by operation of law or otherwise, without Seller’s prior written consent. Seller may not assign this Contract or assign any rights or delegate any duties under this Contract, in whole or in part, without Buyer’s consent, which will not be unreasonably withheld; provided, however, that Seller may assign its rights to receive payments under this Contract, and Seller may assign all or part of this Contract or delegate any duties under this Contract, in whole or in part, to any current or future direct or indirect wholly-owned subsidiary of Applied Materials, Inc., in each case, without Buyer’s consent. In addition and notwithstanding anything to the contrary, Seller may subcontract all or any part of the Services or manufacturing obligations to be performed by Seller under this Contract, in each case with or without Buyer’s consent. Any attempt to assign this Contract other than in accordance with this provision will be void and of no effect. This Contract shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.
转让；分包。未经卖方事先书面同意，买方不得通过法律运作或其他方式，全部或部分地转让本合同或转让本合同项下的任何权利或将本合同下的任何职责委托他人；未经买方同意（该等同意不得被无理拒绝），卖方不得全部或部分地转让本合同或转让本合同项下的任何权利或将本合同项下的全部或部分职责委托给他人；但是卖方可转让其在本合同项下收款的权利，并且，卖方可将本合同的全部或部分转让给或将本合同项下的职责委托给Applied Materials, Inc.现在或将来直接或间接全资拥有的任何子公司（在任何情况下，无需征得买方同意）。此外，无论本合同中有任何相反规定，卖方可转包其在本合同项下提供的全部或部分服务或履行的全部或部分生产义务（在任何情况下，可以但无须征得买方同意）。任何试图不根据本条款转让本合同的行为均无效。本合同对双方以及其经许可继承人和受让人具有约束力并有利于前述当事方的利益。
15.8 Independent Contractors. The relationship of Buyer and Seller is that of independent contractor, and nothing in this Contract: (a) gives either Party the power to direct or control the day-to-day activities of the other; (b) makes the Parties partners, joint venturers, co-owners, or participants in any joint undertaking; or (c) allows either Party to create or assume any obligation on behalf of the other.
独立缔约人。买方与卖方间的关系是独立缔约人间的关系，本合同中的任何内容均不(a) 给予任何一方指令或控制另一方日常活动的权力；(b) 令双方成为任何合营企业的合伙人、合营方、共有人或参与方；或(c) 允许任何一方代表另一方创设或承担任何义务。
15.9 Interpretation. In this Contract, unless the context otherwise indicates:
(a) references to persons include firms, corporations and any other organization having legal capacity;
(b) references to any Party include its successors or permitted assigns;
(c) headings are for convenience only and will not be taken into consideration in the interpretation of the Contract;
(d) references to the Contract and any statute, agreement or instrument are deemed to be references to the Contract or such other statute, agreement or instrument as amended, supplemented, varied, replaced or novated (as the case may be) from time to time;
(e) words denoting any gender include all genders;
(f) references to any legislation or to any section or provision of any legislation include any: (i) statutory modification or re-enactment of, or any statutory provision substituted for, that legislation, section or provision; and (ii) ordinances, by-laws, regulations and other statutory instruments issued under that legislation, section or provision;
凡提及任何立法或任何立法的任何部分或条款，则包括：(i) 法定的变更或重新制定，或代替该等立法、条款或规定的任何法律规定；及(ii) 该等立法、条款或规定项下颁布的法令、规章、法规和其他法律文件；
(g) no rule of interpretation applies to the disadvantage of a Party on the basis that the Party drafted the Contract or any part thereof;
(h) the words “including” and “includes”, and any variants of those words, will be read as if followed by the words “without limitation”;
(i) a reference in the Contract to a Section or Annex is a reference to a Section or Annex of, or to, this Contract; and
(j) the original English version of this Contract (i) is the controlling version and will supersede any translations or re-translations thereof; and (ii) shall be binding on the parties notwithstanding the Chinese text below each clause (which shall not be binding on the parties and is to be used for reference purposes only).
15.10 Counterparts. This Contract may be executed in two or more counterparts, each of which will be deemed an original and which together will be one and the same instrument.
15.11 Third Parties. This Contract is entered into solely between, and may be enforced only by, Buyer and Seller; and this Contract shall not be deemed to create any rights in third parties, including employees, suppliers and customers of a Party, or to create any obligations of a Party to any such third parties. This Contract does not confer any rights or benefits on any person or persons existing now or in the future who is not a party to it.
This Contract is signed in two originals, one original for Buyer and one original for Seller.
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