第二十四条 买方人员培训 Article 24 Training of Purchasers personnel 24.1买方支配的人员的培训。买方应提供技术熟练的人员就工厂运行进行培训。特别要指出，这些人员应有操作和维护与工厂里的技术系统和计算机系统类似的系统的过往经验。 Personnel to be第二十四条 买方人员培训 Article 24 Training of Purchaser’s personnel
Personnel to be put at the Purchaser’s disposal for training. The Purchaser shall provide skilled personnel to be trained in the operation of the Plant. In particular, such personnel shall have previous experience in the operation and maintenance of technical and computerized systems similar to the ones found in the Plant.
Training in the Supplier’s country. Specialised personnel of the Purchaser shall be given an adequate opportunity to study the operation of the Equipment in the Supplier’s country, as indicated in detail in Annex 10-A.
The travel and living expenses and all other expenses for such personnel shall be borne by the Purchaser.
Training at the Site. The Supplier agrees to send one or more technicians or experts to train the Purchaser’s personnel at the Site in connection with the operation of the Plant. The number of persons dispatched and the duration of their presence at the Site is indicated in Annex 10-B.
The expenses for travel, board and lodging of Supplier’s personnel will be borne by the Parties in accordance with Article 17.
No provision of production know-how without separate agreement. The Parties may agree, under a separate licence or transfer of technology agreement (Annex 12), upon the supply by the Supplier (or by a third party indicated by the Supplier) of the know-how and technical assistance necessary for manufacturing the Products. In the absence of such agreement, the Supplier’s obligations will only extend to providing to personnel skilled in the manufacture of the Products the training for operating the Plant.
第四章 价格、支付条件、银行保函 Chapter 4 Price, payment conditions, bank guarantees
第二十五条 合同价格 Article 25 Contract Price
Contract Price. The Contract Price for the turnkey supply of the Plant is stated in Contract Schedule F.
Price revision. The Contract Price is fixed and is not subject to revision, except in case the Commencement Date does not occur according to Article 3.3.
第二十六条 支付条件 Article 26 Payment conditions
General Payment of the Contract price shall be made by the Purchaser to the Supplier in accordance with the payment conditions set out in Contract Schedule G at bank designated by the Supplier. Banking charges incurred inside the Supplier’s country shall be for the account of the Supplier, while those incurred outside the Supplier’s country shall be borne by the Purchaser.
All sums duly invoiced by the Supplier shall be paid in full by the Purchaser without any set off, counterclaim of deduction whatsoever and are not subject to any settlement, discount or other special terms of payment.
The amounts due shall be transferred, unless otherwise agreed by teletransmission of SWIFT to the Supplier’s bank in the Supplier’s country to the account of the Supplier and the Purchaser shall be deemed to have performed its payment obligations when the respective sums due have been received in full by the Supplier’s bank in immediately available funds.
Documentary Credit (L/C). If the Parties have agreed on payment by documentary credit (L/C) , then unless otherwise agreed, the Purchaser must arrange for a documentary credit (L/C) to the amount specified in Contract Schedule G in favour and to the satisfaction of the Supplier, to be issued by a reputable bank and unless otherwise agreed confirmed by a bank acceptable to Supplier, subject to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce as in force at the date of signing the Contract. Unless otherwise agreed, the documentary credit (L./C) shall be payable at sight and allow partial shipments and transshipments.
Payment Security (Guarantee). To the extent that the Parties have agreed that payment has to be backed by a bank guarantee, the Purchaser shall, unless stated otherwise in Contract Schedule G, provide within thirty (30) days from the date of signing the Contract, a first demand bank guarantee subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce, or a standby L/C subject either to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce, in either case to the amount stated in Annex A-7 of the Contract Price, to the satisfaction fo the Supplier and issued by a first class-international bank.
26.4 拖期利息。如卖方在到期后未收到在本合同项下买方要支付的款项，或本合同项下的信用证或银行保函的开具（和保兑）的通知在到期后未收到，买方应支付逾期利息，或者是迟付的应收款项的迟开证费用【译者按：原文为：（or respectively, late opening fees on the overdue amount，意思有待进一步考证。】，直到卖方收到全部款项或卖方收到信用证或银行保函开具（和保兑）的通知为止。
Delay Interest. If a payment which the Purchaser is to pay under this Contract is not received by the Supplier by the due date, or if notification of the opening (and confirmation) of the L/C or ot the bank guarantee under this Contract is not received by the due date, the Purchaser shall pay overdue interest, or respectively late opening fees on the overdue amount, until the payment is made in full to the Supplier or the notification of opening (and confirmation) of the L/C or of the bank guarantee has been received by the Supplier.
Unless otherwise agreed, the rate of interest shall be two percentage pints (2%) above the average bank short-term lending rate to prime borrowers prevailing for the currency of payment at the place of payment, or where no such rate exists at that place, then the same rate in the state of the currency of payment. In the absence of such a rate at either place, the rate of interest shall be the appropriate fate fixed by the law of the state of the currency of payment.
第二十七条 卖方提供的保函 Article 27 Bank guarantees provided by the Supplier
Advance Payment Guarantee. To secure the repayment of the advance payment (if any ) specified in Contract Schedule G, the Supplier shall, within the time limit indicated therein, obtain at its cost, from a first-class international bank in the Supplier’s country, a first demand bank guarantee of same amount, which shall be subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce, or a standby L/C subject either to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce, in either case to the amount stated in Contract Schedule H-1 to the satisfaction fo the Purchaser and issued by a first-class international bank. The advance payment guarantee shall be valid from the date of receipt by Supplier of the advance payment into its designated bank account, The value of the guarantee shall automatically decrease Pro rta the value of each shipment of Equipment and shall become null and void and be returned to the issuing bank when all Equipment has been delivered.
Performance guarantee. To secure the proper performance of the Contract the Supplier shall, before the date stated in Contract Schedule H (or if not so stated before shipment of the Equipment), obtain at its cost, from a firs-class international bank in the Supplier’s country a first demand bank guarantee amounting to ten percent (10%) of the Contract Price, unless otherwise agreed, which shall be subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce, or a standby L/C subject either to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce issued by a first-class international bank.
The value of this performance guarantee shall automatically reduce to five percent (5%) of the Contract Price upon completion of Erection Testing in accordance with the provisions of Article 19 and shall become null and void and be returned to the issuing bank upon Taking Over. In the event the Plant is taken over in separate stages or sections, the performance guarantee shall be decreased in valued and be returned pro rato the value of each such stage or section.
第二十八条 税、关税等 Article 28 Taxes, duties, etc.
Taxes and other charges payable in the Country. All taxes, duties or other charges which may be incurred by the Supplier in the Country in relation with this Contract and its performance shall be paid and borne by the Purchaser.
In case of taxes, duties or other charges which, according to local laws or regulations are to be paid by the Supplier, the Purchaser will reimburse the amounts paid by the Supplier within thirty (30) days following payment by the Supplier.
Taxes and other charges payable outside the Country. All taxes and duties or other charges incurred by the Supplier outside the Country in relation with this Contract and its performance will be borne by the Supplier.
第五章 违约及其后果-违约金 Chapter 5 Non-performance and its consequences
Article 29 Consequences of non-performance – Liquidated damages
Late delivery of Equipment. If Delivery of the Equipment occurs later than specified in the Time Schedule and provided such delay is neither the result of force majeure nor the result of circumstances for which the Purchaser is responsible，the Purchaser shall be entitled to liquidated damages in accordance with Contract Schedule I-1, unless it is evident that the Purchaser has suffered no loss due to the delay.
Late Take-Over. If Take-Over of the Plant occurs later than specified in the Time Schedule and provided such delay is neither the result of force majeure nor the result of circumstances for which the Purchaser is responsible, the Purchaser shall be entitled to liquidated damages in accordance with Contract Schedule I-2.
Cumulation of liquidated damages. The cumulated liquidated damages for delay set out in Article 29.1 and Article 29.2 hereof shall not exceed the percentage stated in Contract Schedule I-3.
Non-attainment of the Guaranteed Performance. If, notwithstanding the observance of the testing procedures contained in Annex 9, the Plant does not reach the Guaranteed Performance, but does reach the Minimum Performance Levels at the latest time for Taking –Over specified in the Time Schedule, provided this lack of performance is neither the result of force majeuire nor the result of circumstances for which the Purchaser is responsible, the Purchaser shall be entitled to liquidated damages in accordance with Annex 1-C, to the extent that the Guaranteed Performance is not attained. Such liquidated damages shall not exceed the maximum amount stated in Annex 1-C.
Suspensions of performance. Each Party is entitled to suspend performance of its obligations under this Contract in the event the other Party fails to perform in a timely manner any material obligation under this Contract until the default is remedied, without prejudice to other remedies that may be available and subject to the following: a Party shall notify the other Party in writing of its intent to suspend and grant a final time period to the other Party to remedy the default, failing which the right of suspension may be exercised without further delay.
第三十条 终止合同 Article 30 Contract termination
Termination for Supplier’s Default. The Purchaser shall be entitled to terminate this Contract in whole or in part in case:
Cumulated liquidated damages for delay exceed the maximum amount indicated in Contract Schedule I-3; or
Notwithstanding the observance of the testing procedures contained in Annex 9. the Plant fails to attain the Minimum Performance Levels at the latest time for Taking Over specified in the Time Schedule, provided this is neither the result of force majeure nor the result of circumstances for which the Purchaser is responsible; or
The Supplier has failed to perform a substantial obligation under the Contract after having been served a notice of failure and make good by Purchaser within a reasonable period; or
The Supplier becomes bankrupt or insolvent, goes into liquidating or any act is done or an event occurs that under applicable law has a similar effect to any of these events or acts, and the Supplier fails to provide, at the Purchaser’s request, an adequate security (e.. g. bank guarantee, insurance company guarantee) for the fulfillment of its obligations under this Contract; or
The Supplier gives or offers to give, directly or indirectly, to any person any bribe, gift, gratuity, commission or other thing of value as an inducement or reward for doing or forbearing to do any action in relation to this Contract.
Termination for Purchaser’s default. The Supplier shall be entitled to terminate this Contract in whole or in part in case:
The Purchaser has failed to perform a substantial obligation under the Contract after having been served a notice of failure and make good by Supplier within a reasonable period or
The Purchaser is in breach of any of its payment obligations or of its obligation to provide a documentary credit (L/.C) or a bank guarantee, where required in the Contract, and this breach continues longer than ninety (90) days, or such other period as the Parties may agree, or
The Purchaser becomes bankrupt or insolvent, goes into liquidation or any act is done or event occurs that under applicable law has a similar effect to any of these events or acts, and the Purchaser fails to provide at the Supplier’s request, an adequate security (e.g. bank guarantee, insurance company guarantee ) for the fulfillment of its obligations under this Contract.
Termination in case of lasting force majeure. Either Party is entitled to terminate this Contract in case of force majeure lasting for more than six (6) months and having the effect of substantially depriving either or both of the Parties of what they were reasonably entitled to expect under this Contract, as specified in Article 33.7.
Effects of termination on obligations already performed. Except as provided under Article 30.5 hereunder, termination of this Contract shall not affect obligations which have already been performed at the time when the termination notice is given nor the right to receive payment for obligations already performed.
Supplier’s obligation in case of non-attainment of the Minimum Performance Levels. In case of termination pursuant to Article 30.1(b) the Purchaser may require the Supplier at its own cost to dismantle and remove the Equipment from the Site and to pay back the Contract Price, in as for as received to the Purchaser.
Compensation for the loss suffered. In case of termination for default of the other Party under paragraphs 30.1 and 30.2 the termination party will be entitled to compensation for the loss it has suffered as a direct consequence of the default justifying termination. Except where the default justifying the Contract termination amounts to fraud or willful misconduct, the total liability for damage (including possible liquidated damages) shall be limited to a maximum amount equivalent to …% of the Contract price.
Sole remedy. Contract termination by a Party is admitted only in the cases specified in this Article 30.
第三十一条 工厂接收后的缺陷 Article 31 Defects in the Plant after Taking Over
Warranty. The Supplier shall make good to the extent defined in this Article, any defector or non-conformity in the Plant ( hereafter referred to as a Defect) arising from faulty design, materials or workmanship.
If the Plant is found to have a Defect that can be assumed to be present also in some other portion of the Plant, the Supplier shall investigate whether such further Defect coming under the provisions of this Article, but shall be dealt with under Article 29.4 and 30.1.
Defects liability period. Unless otherwise specified in the Contract, the liability of the Supplier under the provisions of Article 31.1 applies only to Defects that appear within a period of one （1） year from the date of Taking Over of the Plant or eighteen 18 months from the date of delivery of the Equipment, whichever occurs first.
Conditions for liability for Defects. The liability of the Supplier does not extend to Defects caused by circumstances for which the Supplier is not responsible, such as but not limited to improper or insufficient maintenance or incorrect operation, improper operationing conditions not in accordance with the Contract, failure to store the Equipment or other materials appropriately, alterations or repairs made without the Supplier’s written permission, repairs carried out improperly by the Purchaser, or normal wear and tear.
Notification of Defects. Defects as covered by Article 31.1 shall be notified to the Supplier in writing without undue delay after the Defects have appeared , and in any event no later than fourteen (14) days after the expiry of the defects liability period. Such notification shall include a description of the type and extent of the Defect.
If the Purchaser has not notified the Supplier of a Defect as required by the provisions of this Article, it forfeits its right to have the Defect made good in accordance with Article 31.1.
Making good of Defects. Upon receipt from the Purchaser of a notification of a Defect of the type defined in article 31.1, the Supplier shall apply with such speed as the circumstances require, due and proper measures to make good the Defect.
Immediate action in connection with risk of damage. If a Defect as defined in Article 31.1 appears, requiring immediate action due to the risk of resultant damage, and if the Supplier cannot make immediately good the Defect, the Purchaser is entitled and obliged to apply all necessary measures to prevent or limit damage.
Liability for replaced or repaired parts. Parts replaced or repaired under the provisions of Article 31.1 are subject to the same warranty from the Supplier and under the same conditions as supply for the rest of the Plant, for a period of one (1) year after such replacement or repair has been effected. The defects liability period for the rest of the Plant is extended only by the time during which the Plant has been out of operation as a result of a Defect covered by the provisions of Article 31.1. Nothing contained in this Article 31.7 shall however extend the defects liability period by a period beyond two (2) years after Taking Over.
Property in replaced defective parts. Defective parts which have been replaced shall be made available to the Supplier without cost and shall become the property of the Supplier.
Final period for making good Defects. If the Supplier has not made good a Defect within a time that can be regarded as reasonable as reasonable with respect to the type and extent of the Defect and to other circumstances, the Purchaser shall determine a reasonable final period within which the Supplier shall have made good the Defect.
Failure to make good a Defect. If the Supplier has not made good a Defect within the final period determined by the Purchaser in accordance with Article 31.9, the Purchaser is entitled at its option, either to apply the measures required to make good the Defect at the Supplier’s cost, or to receive a reasonable deduction from the Contract Price. If the Defect is so substantial as to significantly deprive the Purchaser of the benefit of the Contract, the Purchaser may terminate the Contract under Article 30.;1(c).
Unjustified notification of Defects. If the Purchaser has notified a Defect as described in Article 31. and if it is found that there is found that there is no Defect for which the Supplier is liable, the Supplier is entitled to compensation for the costs which it has thereby incurred.
第三十二条 责任限度 Article 32 Limitation of liability
Sole reason for termination. The remedies mentioned in Article 29 and 30 shall be the Purchaser’s sole remedies for Supplier’s delay and failure to reach the Guaranteed Performance.
The remedies mentioned in Article 31 shall be the Purchaser’s sole remedies for Defects in the Plant after Taking Over.
Indirect or consequential damages. Neither Party shall be liable to the other party for any indirect an consequential damages, such as but not limited to loss of profit, production, or contracts.
Fraud and willful misconduct. The limitation of liability under this Article shall not apply in case of fraud or willful misconduct.
第33条 不可抗力 Chapter 6 Final clauses
Definition of force majeure. Where a Party fails to perform one or more of its obligations under this Contract, the consequences set out in articles 33.4 to 33.7 will follow if and to the extent that the Party proves:
That its failure to perform was caused by an impediment beyond its reasonable control; and
That it could not reasonably have been expected to have taken the occurrence of impediment into account at the time of the conclusion of the Contract impediment.
That it could not reasonably have avoided or overcome the effects of the impediment.
33.2 第三方不履行 Failure to perform by a third party.
Where a Party fails to perform one or more of its obligations under this Contract because of a default by a third party whom it has engaged to perform the whole or part of this Contract the consequences set out in paragraphs hereunder shall apply to that Party only:
If and to the extent that Party establishes the requirements set out in Article 33.1 and
If and to the extent that Party proves that the same requirements apply to the third party.
33.3 障碍清单（列举） 若无相反证据或除非本合同中另有其他明示或默示规定，在遭受了包括以下一项或多项障碍事件的情况下，提出需要使用本合同不可抗力条款的一方应被视为其已满足了第33.1款（a）（b）项的规定：
Listed impediments. In the absence of proof to the contrary and unless otherwise agreed in this Contract expressly or impliedly a Party invoking this force majeure clause shall be presumed to have established the conditions described in paragraph 33.1(a) and (b) in case of the occurrence of one or more of the following impediments:
War (whether declared or not), armed conflict or the serious threat of same (including but not limited to hostile attack, blockade, military embargo),hostilities, invasion, act of a foreign enemy, extensive military mobilization;
Civil war, riot rebellion and revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience;
（c） 恐怖行为，蓄意破坏或海盗行为； act of terrorism, sabotage or piracy;
Act of authority whether lawful or unlawful, compliance with any law or government order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalization;
Act of God, plague, epidemic, natural disaster such s but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic
Explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged breakdown of transport, telecommunication or electric current;
General labour disturbance such as but not limited of boycott, strike and lockout, go-slow, occupation of factories and premises.
33.4 不可抗力的后果 Consequences of force majeure.
A Party successfully invoking Article 33.1 is subject to Article 33.5 below, relieved of:
（a） 其履行本合同义务的责任；及 its duty to perform its obligations under this Contract, and
Any liability in damages or any other contractual remedy for breach of contract from the time at which the impediment causes the failure to perform if notice thereof is given without delay or, if notice thereof is not given without delay, from the time at which notice thereof reaches the other Party.
Temporary force majeure. Where the effect of the impediment or event invoked is temporary, the consequences set out under paragraph 33.4 above shall apply only insofar, to the extent that and as long as the impediment or the listed event invoked impedes performance by the Party invoking this clause of its contractual duties. Where this paragraph applies, the Party invoking this clause is under an obligation to notify the other Party as soon as the impediment or listed event ceases to impede performance of its contractual duties.
33.6 减轻损害的义务 援引本条的一方有义务采取一切合理措施减轻不可抗力事件对其履行合同义务造成的影响。
Duty to mitigate. A Party invoking this clause is under an obligation to take all reasonable means to limit the effect of the impediment or event invoked upon performance of its contractual duties.
Contract termination in case of lasting force majeure. Where the duration of the impediment invoked under Article 33.1 or of the listed event invoked under article 33.3 exceeds six (6) months and has the effect of substantially depriving either or both of the Parties of what they were reasonably entitled to expect under this Contract, either Party has the right to terminate this Contract by notification within a reasonable period to the other Party.
Where this Article 33.7 applies and where either Party has, by reason of anything done by the other Party in the performance of this Contract, derived a benefit before the termination of this Contract, the Party deriving such a benefit shall be under a duty to pay to the other Party a sum of money equivalent to the value of such benefit.
第34条 保密 Article 34 Confidentiality
34.1 保密信息的定义 Definition so Confidential Information
Confidential Information in this Contract means any and all technical, financial or commercial information stated by either party to be confidential or confidential in mature, provided, however, that the term “Confidential Information” shall not include any information which:
Was already known to the receiving Party at the time of disclosure by or no behalf of the other Party: or
At the time of disclosure to a Party is part of literature of other sources of knowledge accessible to the public or which after such disclosure becomes part of literature or other sources of knowledge accessible to the public, without the culpable negligence or action so the other Party, its employees or third parties it is responsible for; or
Was available to the receiving Party from a source other than the disclosing Party, provided that such source is not under any confidentiality obligation to the disclosing Party; or
Is developed by a Party independently of any information disclosed by or on behalf of the disclosing Party.
The burden of proof in respect of this Article 34 is on the party claiming that any of the exceptions specified under (a) to (d) shall apply.
34.2 保密责任 Duty of confidentiality
Each Party shall keep in strict confidence all Confidential Information obtained from the other Party in the course of performance of this Contract. Each Party shall use Confidential Information only to the extent necessary to fulfill its obligations under this Contract and for the use of the Plant.
34.3 向员工披露 Disclosure ot employees
Each Party may disclose Confidential Information to its employees and to third parties only to the extent strictly necessary for the performance of this Contract and for the use of the Plant, or as required by law. A Party so disclosing shall cause its employees and third parties to observe the obligations of this Article.
34.4 保密信息的保存 Storage of Confidential Information
Each Party shall store away carefully the Confidential Information disclosed by the other Party and shall take reasonable measures to prevent disclosure to unauthorized parties. A receiving Party shall copy the Confidential Information disclosed by the other Party only to the extent that this is necessary in the context of the purpose.
34.5 存续条款 Survival
The obligations contained in this Article shall survive any termination or expiration of this Contract.
第35条 合同文件 Article 35 Contract documents
35.1 合同和合同文件 Contract and contract documents
This Contract includes this document and its attached Annexes specified hereafter and subsequent alterations and additions thereto agreed in writing.
This Contract constitutes the entire agreement between the Supplier and the Purchaser with respect to the subject matter of the Contract and supersedes all communications, negotiations and agreements (whether written or oral) of the Parties with respect thereto made prior to the date of the Contract.
Wherever in this contract the word “agreed” is used, it shall be read as meaning agreed in writing or confirmed in writing.
35.2 附件 Attachments
The following attachments constitute an integral part of this Contract:
Contract Schedules Specific issues to be determined by the Parties
合同资料表A 现场范围（定义） Contract Schedule A Definition of the Site
Contract Schedule B Events to occur before Commencement Date (Article 3.2)
Contract Schedule C Contract termination before effectiveness ( Article 3.3)
Contract Schedule D Information needed for preparing the Layout of the Plant (Article 8.1)
Contract Schedule E Shipment of Equipment – Marking - Packing list and other documents
Contract Schedule F Price of the Contract (Article 25)
Contract Schedule G Payment conditions (Article 26)
Contract Schedule H Bank guarantees (Article 27)
Contract Schedule I Liquidated damages (Article 29)
Annex 1 General description of the Plant, Guaranteed Performance and Minimum Performance levels
Annex 2 Equipment and other goods to be provided by the Supplier
Annex 3 Main sub-contractors and sub-suppliers (Article 6.2)
Annex 4 Technical documentation to be provided by the Supplier (Article 9)
合同附录5 进度计划 Annex 5 Time Schedule
Annex 6 Raw materials, components and consumables
Technical personnel provided by Supplier for supervision and assistance (Article 16)
Annex 8 Erection equipment (specification) / Specialised Personnel provided by Purchaser
合同附录9 性能测试程序 Annex 9 Performance Test Procedures
Annex 10 Training of Purchaser’s personnel (Article 24)
合同附录11 接收证书 Annex 11 Taking Over Certificate
合同附录12 产品专有技术许可 Annex 12 Product Know-How license (if applicable)
第36条 适用的法律 Article 36 Applicable law
36.1 A 除非另有约定，本合同中没有明确或默示的任何事项应依次遵从以下各项的
Unless otherwise agreed, any questions relating to this Contract which are not expressly or impliedly settled by the provisions contained in this Contract shall be governed in the following order:
By the principles of law generally recognized in international trade as applicable to international turnkey contracts.
by the United Nations Convention on the International Sale of Goods (CISG),
（c） 相关的贸易惯例，和 by the relevant trade usages, and
（d） 《国际商事合同通则》，其中的第6.2.1-6.2.3款的规定除外， 国家法律规定除外。
By the Uniform Principles of International Commercial Contracts, with the exclusion of the clauses 6.2.1-6.2.3. with the exclusion of national laws.
B 本合同适用 （国家）1 的法律规定。 This Contract shall be governed by the laws of
36.2 国际强制性规则 Internationally mandatory rules
In any event, consideration shall be given to mandatory provisions of the law of a country having a close connection with this Contract which would be applicable even if this Contract is governed by a foreign law. Any such provisions will be taken into account to the extent they embody principles that are universally recognized and provided their application appears reasonable in the context of international trade.
第37条 争端解决 Article 37 Resolution of disputes
37.1 替代性争端解决方案 Alternative Dispute Resolution
The Parties may at any time, without prejudice to any other proceedings, seek to settle any dispute arising out of or in connection with this Contract in accordance with the ICC ADR Rules.
37.2. A 所有由本合同引起的或本合同相关的争端都应最终根据国际商会仲裁规则，由根据该规则指定的一位或多位仲裁员来裁决。
All disputes arising out of or in connection with this Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrator appointed in accordance with the said Rules.
37.2. B 当发生争端的情况下，位于 （国家） 和（地点） 的法院有专属管辖权。
In case of dispute the courts of shall have exclusive jurisdiction.
Place 签约地点 Date 签约日期
The Supplier 卖方 The Purchaser 买方