美国医用电冰箱经销合同 (第一部分 中英文) MEDICAL REFRIGERATOR DISTRIBUTION CONTRACT This contract is concluded and intered into by and between 本合同签订方为 America California Medical Refrigerator manufacture Coorporation Ltd. ( Refer to a美国医用电冰箱经销合同 (第一部分 中英文)
MEDICAL REFRIGERATOR DISTRIBUTION CONTRACT
This contract is concluded and intered into by and between 本合同签订方为
America California Medical Refrigerator manufacture Coorporation Ltd. ( Refer to as Supplier below )
- and - - 与 –
Shanghai Yuandong Medical Instrument Trading Company Ltd. (Refer to as Distributor below )
TABLE OF CONTENTS 目录
PRELIMINARY STATEMENT 1 前言
1. DEFINITIONS AND INTERPRETATION 1 1. 定义 1
2. SCOPE OF CONTRACT 1 2. 合同范围 1
3. CONDITIONS OF SALE 2 3. 销售条件 2
4. ORDERING 2 4. 订货 2
5. PROMOTION 2 5. 营销 2
6. STORAGE AND PRODUCT RETRIEVAL 3 6. 库存和产品召回 3
7. REPAIR AND MAINTENANCE SERVICE 3 7. 维修和保养服务 3
8. REPORTING 4 8. 报告 3
9. COMPLIANCE WITH LOCAL LAWS 4 9. 遵守当地法律 3
10. INTELLECTUAL PROPERTY RIGHTS 4 10. 知识产权 4
11. CONDITIONS PRECEDENT 5 11. 先决条件 4
12. REPRESENTATIONS AND WARRANTIES 5 12. 陈述及担保 4
13. TERM 5 13. 合同期限 5
14. TERMINATION 6 14. 合同终止 5
15. CONFIDENTIALITY 8 15. 保密义务 7
16. BREACH OF CONTRACT 9 16. 违约 8
17. FORCE MAJEURE 9 17. 不可抗力 8
18. SETTLEMENT OF DISPUTES 10 18. 争议的解决 9
19. MISCELLANEOUS PROVISIONS 12 19. 其他规定 11
SCHEDULE A 16 附录一-定义 14
CAVEATS AND DRAFTING NOTES 22 注意事项与说明 20
MEDICAL REFRIGERATOR DISTRIBUTION CONTRACT医用电冰箱经销合同
THIS CONTRACT is made in Shanghai, China on this day of 5th. July , 2010 by and between Supplier, [Supplier entity form] organized and existing under the laws of [Supplier jurisdiction of incorporation] with its [registered address][principle place of business] at [address] (hereinafter referred to as "Supplier"), and Distributor, [Distributor entity form] established and existing under the laws of China, with its [registered address][principle place of business] at [address] (hereinafter referred to as "Distributor"). Distributor and Supplier shall hereinafter be referred to individually as a "Party" and collectively as the "Parties".
PRELIMINARY STATEMENT 前言
After friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have agreed to enter into a distributorship relationship in accordance with Applicable Laws and the provisions of this Contract.
Now the Parties Hereby Agree as Follows: 双方现协议如下：
1. DEFINITIONS AND INTERPRETATION 1. 定义与解释
Unless the terms or context of this Contract otherwise provide, this Contract shall be interpreted in accordance with, and each of the terms used herein shall have the meaning ascribed to it in Schedule A.
2. SCOPE OF CONTRACT 2. 合同范围
2.1 Distrrbution of Medical Refrigerator Products Appointment 2.1 经销权的授予
(a) The Supplier hereby appoints Distributor as its [non-]exclusive distributor in the Territory for the Products of Medical Refrigerator (refer to as products below )listed in Annex 1 to this Contract as may be amended by written agreement between Supplier and Distributor from time to time.
(b) The Distributor shall purchase all its requirements of the Products from Supplier or its Affiliates during the Term.
2.2 Restriction on Sales by Supplier 2.2 [供应商销售的限制
The Supplier shall not supply the Products in the Territory to any other person during the Term [for resale but Supplier reserves the right to sell the Products direct to end users in the Territory].
2.3 Competing Products 2.3 竞争产品
The Distributor shall not (and shall procure that none of its Affiliates shall) manufacture or sell in the Territory any products that compete with the Products during the Term.
2.4 Restrictions on Resale 2.4 限制转售
The Distributor shall not sell the Products to any person outside the Territory[ or to any person who has the intention to transport the Products outside the Territory].
2.5 Minimum Purchases and Stocks 2.5 最低购买量和库存量
(a) The Distributor shall purchase from Supplier at least the minimum quantities of the Products specified in Annex 1 to this Contract.
(b) The Distributor shall at all times during the Term carry the full range of Products and shall maintain at least [three (3) months] stocks of the Products.
2.6 Training 培训
At least [two (2)] representatives of Distributor shall attend a training course in the service and repair of the Products at Supplier's place of business, all expenses in connection therewith to be met by the [Supplier except travelling and subsistence expenses] [Distributor].
3. CONDITIONS OF SALE 3. 销售条件
3.1 Sale and Purchase of Products 3.1 经销产品的销售与购买
The Supplier shall sell and Distributor shall purchase the Products subject to the conditions of sale set out in Annex 2 to this Contract, which shall be deemed to be incorporated into and form part of this Contract. If there is any conflict or inconsistency between the provisions of Annex 2 and the rest of this Contract, the latter shall prevail.
3.2 Distributor's Terms Not Applicable 3.2 不适用经销商的相关条款
Neither Distributor's standard conditions of purchase nor any terms or conditions in any order forms or other documents prepared by Distributor shall apply to the sale of the Products by Supplier to Distributor.
4. ORDERING 订货
4.1 Written Order 书面订单
The Distributor shall during the Term submit in writing to Supplier on a monthly basis:
(a) firm orders for Products to be supplied within the [two (2) months] following the month in which the order is submitted; and (a)
(b) detailed estimates of its requirements for Products to be supplied in the [four (4) months] thereafter.
4.2 Acceptance of Order 订单的接受
This Contract establishes the framework under which the sale and purchase of Products between Supplier and Distributor will be conducted. However, no rights and obligations for the supply of the Products shall arise between Supplier and Distributor unless and until a firm order has been accepted in writing by Supplier.
5. PROMOTION 营销
5.1 Distributor's Best Endeavours 经销商尽其最大的努力
The Distributor shall, at all times during the term of this Contract, actively promote and use its best endeavours to increase sales of the Products in the Territory and shall not do anything that may prevent sales or interfere with the development of sales of the Products in the Territory.
5.2 Distributor's Promotion Obligations经销商的营销义务
In particular (but without limiting the generality of Article 5.1) Distributor shall:
(a) employ a sufficient number of adequately trained salesmen, demonstrators and other necessary sales personnel;
(b) establish and maintain adequate sales systems, including, by way of example, demonstrations, exhibitions and lectures to interested groups, to deal with the requirements of its customers and potential customers within the Territory;
(c) distribute promotional literature about the Products; and
(d) exhibit at relevant trade exhibitions.
5.3 Consultation with Supplier
The Distributor shall consult with and obtain the approval of Supplier before advertising or publishing promotional material for the Products [save that nothing in this Article or elsewhere in this Contract shall limit Distributor's freedom to set its own resale prices for the Products].
6. STORAGE AND PRODUCT RECALL . 库存和产品召回
6.1 Storage and Transport of Products 6.1 经销产品的库存和运输
The Distributor shall store and transport the Products in conditions that will preserve the Products in good condition and will comply with any reasonable requests made by Supplier concerning the conditions in which the Products are to be stored or transported. The Distributor shall permit Supplier or its representatives to inspect Products in its possession from time to time [on reasonable prior [written] notice].
6.2 Product Recall 经销产品的召回
If requested by Supplier, Distributor shall give all reasonable assistance in locating and recovering any defective Products and preventing their sale to third parties and, in particular, shall comply with any product recall procedures adopted by Supplier and shall use its best endeavours to ensure that its customers co-operate in a similar manner.
7. REPAIR AND MAINTENANCE SERVICE 维修和保养服务
7.1 Provision of Services 服务条款
Distributor shall provide repair and maintenance services for the Products to owners and users in the Territory, and Supplier shall provide appropriate support services to Distributor, all in accordance with the terms of support services of Supplier in effect at the time. The current terms of support services of Supplier is attached hereto as Annex 3.
7.2 Repairs and Maintenance to Products 经销产品的维修和保养
In order to carry out repairs and maintenance to the Products, Distributor shall employ qualified engineers and shall maintain such repair and service equipment as may reasonably be required by Supplier from time to time.
7.3 Sale and Use of Spare Parts 7.3 备件的销售与适用
Supplier shall sell to Distributor spare parts for the Products in accordance with the conditions of sale set out in Annex 2 hereto. In order to maintain design and quality standards Distributor shall use only spare parts for the Products which are supplied by Supplier or its Affiliates.
8. REPORTING 报告
The Distributor shall at its own expense provide Supplier [by the end of the first week in each month] with a written report containing such information as Supplier may reasonably require including a report on the quality and performance of goods contained in each shipment and a stock and sales return. 经销商应根据供应商的合理要求，自付费用[在每月第一周结束时]向供应商出具书面报告，其中应包含每次运抵货物的质量和性能，以及库存和销售营业额。
9. COMPLIANCE WITH LOCAL LAWS 遵守当地法律
The Distributor shall comply with all Applicable Laws existing in the Territory from time to time concerning the Products and shall keep Supplier informed of any relevant changes therein. In particular but without limitation Distributor (i) shall at its own expense obtain all necessary permissions, consents and licences to enable Distributor to market and sell the Products in the Territory;
(ii) shall obtain any other governmental or other permission, consent or licence or make any registration necessary for the full and legal operation and performance of this Contract;
(iii) shall be responsible for the management of the importation of the Products into the Territory in compliance with Applicable Laws and the payment of all applicable import duties, taxes and other charges, and shall promptly upon Supplier's request provide to Supplier copies of all documents evidencing the same.
10. INTELLECTUAL PROPERTY RIGHTS 10. 知识产权
10.1 No Distributor Entitlement 10.1 未授予经销商的权利
Nothing in this Contract shall entitle the Distributor to any Intellectual Property Rights owned or used by Supplier or any of its Affiliates (the "Supplier's Intellectual Property Rights") or to any goodwill attaching thereto.
10.2 Notification of Infringement 10.2 侵权的通知
The Distributor shall inform Supplier promptly of any potential, threatened, alleged or actual infringement of any of Supplier's Intellectual Property Rights and shall provide all assistance and information required by Supplier in connection with any such infringement and shall, if Supplier so requests, at the expense of Supplier, join in any court or other proceedings relating to such infringement.
10.3 No Alteration 禁止更改
The Distributor shall not sell the Products under any other name or mark other than the names or marks used by Supplier in relation to the Products nor remove or obliterate those names or marks from the Products nor make any other alteration to the Products or their labelling.
11. CONDITIONS PRECEDENT 11. 先决条件
[insert conditions precedent as appropriate]
12. REPRESENTATIONS AND WARRANTIES 陈述及担保
12.1 Distributor's Representations and Warranties 经销商的陈述及担保
Distributor represents and warrants to Supplier that on the date hereof [and as of the Effective Date]:
(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 Supplier 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 Supplier do not contain any misstatements or omissions of material facts.
12.2 Consequences of Inaccuracy in Representations and Warranties
If any of the above representations and warranties of Distributor are not accurate in all material respects on the date hereof [or the Effective Date], then Distributor shall be in material breach of this Contract.
13. TERM 13. 合同期限
13.1 Initial Term 13.1 初始合同期限
Subject to the provisions of Articles 13.2 and 14.1(b), (c) and (d), the initial term of the Contract shall be one years, commencing on the Effective Date.
本合同的初始期限为1年，于生效日开始，但可根据第13.2 条续展、及根据第 14.1（b）、（c）和（d）条终止。
13.2 Extension 13.2 合同期限的续展
Choose one of the following alternatives: 选择下面一种方式:
Option (1): Automatic Expiration [选择 (1)：自动终止
The Term shall expire automatically on the Expiration Date, unless extended for an additional term of years through a written agreement signed by the authorized representatives of the Parties at least [sixty (60)] days prior to the Expiration Date.
Option (2): Automatic Renewal 选择 (2)：自动续展
On the Expiration Date, the Term shall automatically renew for an additional term of one years, unless either Party notifies the other Party of its decision not to renew this Contract through a written notice signed by its authorized representative and delivered to the other Party at least [sixty (60)] days prior to the Expiration Date.
Option (3): Client with Option to Renew 选择 (3)：客户有权选择续展
Client] shall have the option to renew this Contract through a written notice signed by its authorized representative and delivered to the other Party at least [sixty (60)] days prior to the Expiration Date. If [Client] fails to exercise its option to renew the Contract, then the Term shall expire automatically on the Expiration Date.
14. TERMINATION 14. 合同终止
14.1 Termination of Contract 14.1 合同终止
(a) This Contract shall terminate upon the Expiration Date unless extended pursuant to Article 13.2.
(a) 本合同于合同期满日终止，除非双方按照第13.2 条续约。
(b) This Contract may be terminated at any time prior to Expiration Date by the mutual written agreement of the Parties.
(c) 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 16.1(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 (ii) 另一方破产，或者成为解散或清算程序的对象，或者歇业，或者无力偿还到期债务；或
(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 17.2(c) hereof; or
(iv) insert other conditions triggering termination as appropriate (iv)
(d) At any time prior to the Expiration Date, in addition to other remedies available to it under Applicable Laws and other provisions of this Contract, Supplier may terminate this Contract immediately through notice to Distributor in writing if:
(i) Distributor fails to observe Articles 2.3 (Competing Products), 2.4 (Restrictions on Resale) and 2.5 (Minimum Purchases and Stocks);
(i) 经销商未能遵守第2.3 条（竞争产品）、第2.4 条（转售限制）和第2.5 条（最低购买量和库存量）；
(ii) ownership or control of Distributor is acquired by a person, firm or company that manufactures or sells (directly or through its Affiliates) products that compete with the Products [or there is any other material change in the ownership of Distributor that Supplier considers to be detrimental to its interests]; or
(iii) Distributor infringes any of Supplier's Intellectual Property Rights, including its failure to observe Article 10 (Intellectual Property).
(iii) 经销商侵犯供应商的知识产权，包括未能遵守第10 条（知识产权）。
14.2 No Compensation 14.2 经销商无权获得补偿
The Distributor shall not be entitled to any compensation whatsoever as a result of Supplier's termination of this Contract in accordance with this Article 14.
14.3 Effects of Termination 14.3 合同终止的后果
Upon termination of this Contract: 本合同终止后有关事项的处理：
(a) any stocks of the Products in saleable condition and in the possession of Distributor, shall be forthwith held to the order of Supplier and (if requested by Supplier) any such Products which have been paid for in full by Distributor shall be resold by Distributor to Supplier or such person as Supplier shall specify at [cost price], due allowance being made for old stock and any out of condition or unsaleable Products;
(b) Distributor shall return to Supplier all documents supplied by Supplier which relate to the Products or any aspect of the business of Supplier together with all copies thereof;
(c) Distributor shall cease to represent in any way that it is an authorised distributor for the Products and shall not make any further use of any of Supplier's Intellectual Property Rights;
(d) Distributor shall use its best endeavours to supply to the Company the names and addresses of:
(i) all persons to whom it has sold Products [in respect of which the warranty period has not expired at the date of termination]; and
(ii) all persons for whom it has undertaken repair and servicing in respect of the Products during the course of this Contract; and
(e) to the extent that the Contract is terminated as a result of breach by Distributor, Distributor shall (if legally possible) assign to Supplier free of charge all permissions, consents and licences (if any) relating to the marketing and sale of the Products and execute all documents and do all things necessary to ensure that Supplier shall have the benefit of such permissions, consents and licences.
14.4 [Restricted Activities 14.4 经销商的行为限制
In order to protect know-how transferred by Supplier to Distributor, Distributor shall not manufacture, purchase, sell or resell goods that compete with the Products from the premises used by Distributor for a period of one year after the termination of this Contract. The Distributor acknowledges that this restriction is indispensable to protect the know-how received from Supplier.]
14.5 Continuing Obligations 14.5 双方持续的义务
The provisions of Article 14.3 (Effects of Termination) and Article 14.4 (Restricted Activities), Article 15 (Confidentiality), Article 16 (Breach of Contract) (but only with respect to claims arising prior to the termination hereof or with respect to other continuing obligations) and Article 18 (Settlement of Disputes) shall survive the termination of this Contract.
以下各条的条款在本合同终止后继续有效：上述第14.3 条（合同终止的后果）、第14.4条（经销商的行为限制）、第15 条（保密义务）、第16 条（违约）（但其效力仅限于本合同终止前发生的违约事件以及违反其他持续义务的情形），以及第18 条（争议的解决）。
15. CONFIDENTIALITY 15. 保密义务
15.1 Confidentiality Obligations 15.1 保密义务
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; (a) 对保密资料进行保密；
(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 15 (collectively "Permitted Disclosure Parties").
(c) 除为履行其职责而确有必要知悉保密资料的该方或其关联机构雇员、该方律师、会计师或其他顾问外，不向其他任何人披露；且上述人员须已签署书面保密协议，其中条款的严格程度不得低于本15 条的规定(合称“允许披露方”）。
15.2 Confidentiality Exceptions 15.2 保密义务的除外规定
The provisions of Article 15.1 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.
15.3 Confidentiality Rules 15.3 保密规则
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 15.
(e) 每一方应制订相应的规章制度，告知该方（以及该方的关联机构）董事、高级职员以及其他雇员本15 条规定的保密义务。
15.4 Return of Material 15.4 材料归还
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.
16. BREACH OF CONTRACT 16. 违约
16.1 Remedies for Breach of Contract 16.1 违约救济措施
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 12.1 is not true and correct in all material respects when made, or if there is a breach of Article 15, or if any event listed in Article 14.1 (d) occurs, then there shall be no Cure Period); and
(a) 向违约方发出书面通知，说明违约的性质以及范围，并且要求违约方在通知中规定的合理期限内自费予以补救(“补救期”) (但是如果一方在第12.1 条项下所做的任何陈述和担保在做出时在任何实质方面不真实、不正确，或者违反第15 条的规定，则没有补救期)；且
(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 14.1(c)(i) or Applicable Laws, the aggrieved Party may claim direct and foreseeable damages arising from the breach.
16.2 Limitation on Liability 16.2 责任限制
Notwithstanding any other provision of this Contract, [except for breach of Section 15 (Confidentiality) and breach of Section 10 (Intellectual Property Rights),] 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 a breach of Section 15 (Confidentiality) and a breach of Section 10 (Intellectual Property Rights),] the aggregate liability of a Party for all claims for any loss, damage or indemnity whatsoever resulting from such Party’s performance or non-performance of this Contract shall in no case exceed [●] United States Dollars (US$[●]) or the RMB equivalent thereof.
(d) 无论本合同其他条款有何规定，任何一方均不向另一方承担因本合同的履行或不履行而造成的收入或利润丧失、商誉丧失或任何间接或附带性损失的赔偿责任[，但该方有违反第15条（保密义务）和第10 条（知识产权）情形的除外]。在任何情况下，一方对因本合同的履行或不履行所致的损失、损害或补偿索赔的责任累计总额不得超过[ ]美元（US$[ ]）或等值的人民币[， 但该方有违反第15 条（保密义务）和第10 条（知识产权）情形的除外]。
17. FORCE MAJEURE 17. 不可抗力
17.1 Definition of Force Majeure 17.1 不可抗力的定义
"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.
17.2 Consequences of Force Majeure 17.2 不可抗力的后果
(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.
18. SETTLEMENT OF DISPUTES 18. 争议的解决
18.1 Friendly Consultations 18.1 友好协商
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.
18.2 Arbitration 18.2 仲裁
[Choose one of the following two alternatives: [选择以下两种方式之一 ]
Either Option (1): CIETAC Rules [选择（1） 中国国际经济贸易委员会仲裁
(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 18.2 ("Arbitration Rules").
(a) 如果某一争议未在一方首次书面提出进行磋商之日后六十(60)日内通过友好协商解决，则任何一方可将该争议提交中国国际经济贸易仲裁委员会(“贸仲会”)在[北京]按照当时有效的贸仲会仲裁程序规则（并由本第18.2 条规定作为修订）(“仲裁规则”)进行仲裁。
(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 18.2. (b) 仲裁庭应由三名仲裁员组成，其中双方各指定一名，如果任何一方不能在仲裁规则具体规定的时间内指定一名仲裁员，贸仲会主任将参考本合同第18.2 条载明的标准指定仲裁员。