Headoffice ：Dormagen, Germany
Perficon Steel GmbH
Norfer Str. 18, D-41539 Dormagen, Germany
Tel: (+49) 2133 53087 0
Fax: (+49) 2133 53087 10
TABLE OF CONTENT目录
1. GENERAL 一般规定
2. SPECIFICATION 规格
3. BASIS OF PRICE 价格基准
4. PURCHASER’S GENERAL OBLIGATIONS买方的一般义务
5. TRANSFER OF TITLE AND RISK 所有权与风险转移
6. STORAGE 存储
7. VARIATIONS 变更
8. QUALITY ASSURANCE AND TESTING 品质保证与测试
9. THE CONTRACTOR’S LIABILITIES FOR FAILURE TO PERFORM 供应方的违约责任
10. CONTRACTOR’S WARRANTY 供应方的保证
11. OWNERSHIP AND CONFIDENTIALITY OF TECHNICAL INFORMATION
12. INTELLECTUAL PROPERTY RIGHT INFRINGEMENT 知识产权侵权
13. LIMITATION OF LIABILITY 责任限制
14. FORCE MAJEURE 不可抗力
15. SUSPENSION 中止
16. TERMINATION 终止
17. BANKRUPTCY 破产
18. LAW AND DISPUTE RESOLUTION 适用法律与争议解决
1. General 一般约定
1.1 Any proposal or tender made by the Contractor and any contract resulting therefrom shall begoverned only by these General Conditions of Contract unless otherwise agreed in writing by the Contractor.
1.2 Delivery terms such as FCA, FOB, CIF used in the tender or contract shall be interpreted in accordance with INCOTERMS 2000 edition.
投标书或合同中使用的FCA、FOB、CIF 等交货条款，均应按《2000 年国际贸易术语解释通则》进行解释。
1.3 The governing language of the contract shall be English.本合同用英文写成。
1.4 The Contractor may assign this contract (or the rights and/or duties therein) to any company, which is a member of Perficon Steeo GmbH. The Purchaser may transfer its right and/or delegate its duties under this contract only with the prior written approval of the Contractor.
1.5 The Contractor’s obligation to fulfill this Contract is subject to the provison that the fulfilment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions.
1.6 Each party shall strictly comply with all applicable laws including anti-corruption laws.
2. Specification 产品规格
2.1 Goods or services shall be supplied in accordance with these conditions and the specification set out in the contract and the Purchaser is responsible for satisfying itself as to their suitability for the Purchaser’s application.
2.2 The contract constitutes the entire agreement between the parties hereto and supersedes all prior negotiations, representations or agreements related to the contract, whether written or oral.
3. Basis of Price 基本价格
3.1 Except as specifically provided elsewhere in the contract, any duty or tax on any payment to the Contractor or on the goods or the contract or on the equipment, property or activities of the Contractor, its subcontractors or any of their respective employees in relation to the contract levied outside the country of the Contractor is not included in the contract price and shall be paid by the Purchaser. Any such duty or tax and any interest or penalty in respect of late payment shall be paid by the Purchaser directly to the appropriate authorities, or, where the Contractor elects to pay the same, the Purchaser shall promptly compensate the Contractor for the full amount of any such payment made.
3.2 Where the contract provides for the goods or services to be exported and delivered, whether or not to the country of the Purchaser, the Purchaser shall reimburse to the Contractor all taxes, charges and duties of any kind applicable in the country to which they are exported within 30 days after presentation of proof of payment thereof by the Contractor.
3.3 For domestic supplies of goods or services by the Contractor within the country of the Contractor, the amount of any VAT or similar sales taxes chargeable on such supplies shall be added to the contract price and paid by the Purchaser to the Contractor.
3.4 For supplies of goods or services by the Contractor to the Purchaser outside the country of the Contractor:
a) Where the supply or services are made to a country outside of the European Union (EU), the amount of any export, VAT or similar sales taxes or duties chargeable on the supply or services shall be added to the contract price and paid by the Purchaser to the Contractor, but so long as the laws in force in the country of the Contractor at the date of the supply so provide VAT will not be charged in respect of the supply if satisfactory proof of export is provided within 30 days thereof;如果所供货物或服务的接受方位于欧盟(EU)以外的国家，任何出口所供货物或服务征收的增值税或类似的销售税或关税应加入合同总价中，由购买方支付给供应方。但供应方所在国家在供货当日有效法律规定，如果供应方能在30 天内提供有效的出口证明, 则所供货物的增值税将不征收。
b) Where the supply or services are made to another country within the EU and the Purchaser is then registered for VAT purposes in that country, then so long as the laws in force in the country of the Contractor at the date of the supply so provide VAT will not be charged in the country of the Contractor in respect of the supply if satisfactory proof of export is provided within 30 days thereof and the Purchaser furnishes to the Contractor at the time of the order its current VAT registration number in the country of import. If such conditions are not met, the goods or services shall be subject to VAT in the Contractor ’ s country, calculated at the rate applicable on the date of invoicing. Any tax adjustment and any interest or penalty in respect of late payment which may become due to the tax authorities as a result of the use by the Contractor of the VAT registration number furnished by the Purchaser shall be reimbursed by the Purchaser to the Contractor within 30 days of presentation of proof of payment thereof.
如果所供货物或服务的接受方属于欧盟(EU)国家，并且购买方在该国作了增值税登记，只要供应方所在国家在供货当日有效法律规定，如果供应方能在30 天内提供有效的出口证明，并且购买方在下定单时向供应方提供了他在进口国所作的增值税登记号，供应方所在国家对所供货物的增值税可不征收。如果上述条件未能满足，所供货物或服务在供应方所在国应被征收增值税，其金额按照开发票日所适用税率计算。任何税的调整，以及由于供应方使用购买方所提供的增值税号所导致的对税务部门拖欠税款引起的利息和罚金，应该由购买方在供应方出示付款证明的30 天内偿付给供应方。
3.5 The contract price and schedule shall be modified to take into account any reduction or increase in the costs and time needed for the performance by the Contractor of its contractual obligations as a consequence of changes to any existing laws, orders, regulations, decrees, standards or conventions coming into force either during the period of validity of the tender or during performance of the contract.
4. Purchaser’s General Obligations 购买方的一般性责任
4.1 The Purchaser shall provide on time any approval, instruction, material, civil works, access to site or other thing which may be required in relation to the performance of the Contractor’s obligations and which is not expressly stated to be the Contractor’s responsibility.
4.2 Any authorisation, licence or approval required from any regulatory authority for which the Contractor is not expressly made responsible in the contract shall be obtained in due time by the Purchaser.
4.3 The Purchaser shall be responsible for obtaining any necessary customs import clearance and
shall give all reasonable assistance to the Contractor in obtaining any work permit, visa and similar document which the Contractor may require at no cost to the Contractor.
4.4 The Purchaser shall pay to the Contractor the sums due to the Contractor within 30 days after the date of issue of invoice. If payment of any sum payable under the contract is delayed, the Contractor shall be entitled to receive interest on the amount unpaid during the period of delay.The interest shall be at the rate of four percent per annum above the average of the base rates of the London clearing banks in force from time to time. The Contractor shall be entitled to interest without formal notice and without prejudice to any other right or remedy. If the Purchaser fails to make any payment as provided in this Clause or elsewhere in the contract the Contractor shall be entitled to stop work until the failure be remedied, by giving 7 days’ notice to the Purchaser, in which event the additional Cost to the Contractor occasioned by the stoppage and the subsequent resumption of work shall be added to the contract price, and/or, to terminate the contract by giving 30 days’ notice to the Purchaser. In addition, Purchaser shall grant an extension of time to Contractor if Purchaser ’ s default delays performance of this Contract.
买方应于发票出具之日起30 天内，向供应方支付应付予供应方的款项。如果延期支付本合同项下应付的任何款项，供应方有权收取未付款项在迟付期间的利息。利率以平均有效伦敦清算银行利率为基础上调4％。供应方有权在不影响任何其它权利或补救措施的情况下计算利息，而无需发送正式的通知。如果买方未能按本条款或合同其它条款的规定支付任何款项，则供应方在提前7 天通知买方后，有权停止工作，直到违约行为得到纠正，在该情况下，供应方因工作停止和后续工作恢复产生的额外成本，应计入到合同价格中；和/或供应方有权提前30 天通知买方，终止合同。此外，如果买方的违约行为造成延期履行本合同，则买方应向供应方提供期限的延长。
5. Transfer of Title and Risk 权利与风险的转移
5.1 For exports from the country of the Contractor,title in the goods and (as provided in INCOTERMS 2000) all risks of loss or damage to them shall pass to the Purchaser upon loading on board the transportation vehicle at the port or depot or other point of export unless otherwise provided in the contract.
5.2 For domestic supplies within the country of the Contractor, title in the goods shall not pass to the Purchaser until the Contractor has been paid the contract price for them in full. All risks of loss or damage to the goods shall nevertheless continue to pass to the Purchaser on delivery and the Purchaser shall on request provide evidence that it has adequate insurance cover against such risks.对于在供应方所在国内进行的国内供货，对货物的所有权应于买方向供应方支付全部合同价款后才转移给买方。然而，货物的一切灭失或损坏风险应于交付时转移给买方，且应要求，买方须提供证据，证明其已就上述风险购买足够的保险。
5.3 In the event Supplier does not retain title to the Work or any portion thereof, due to any reason, including applicable law, Purchaser grants Contractor a security interest in the equipment to secure the payment of the price by Purchaser as well as performance of all other obligation of Purchaser arising under this Contract. Purchaser herewith authorises Contractor to enter or notify the retention of title or, as the case may be, the security interest with public registers, books or similar records, all in accordance with relevant laws, and shall fulfil all required formalities, at Purchaser’s costs and expense.
5.4 Until the passing of title in the goods to the Purchaser, the following shall apply:
5.4.1 Purchaser shall be prohibited from giving the equipment in pledge or as security, and resale shall be permissible only in the ordinary course of business and subject to the condition that Purchaser receives payment from its customer or retains title or, as the case may be, security interest for as long as all payment claims of Purchaser against its customers or clients have not been fulfilled.
5.4.2 In case of possession through legal right or process of the equipment or similar acts or interventions by third parties which may result in Contractor losing title to or a security interest in the equipment , Purchaser shall inform Contractor immediately thereof in writing.
If the Purchaser does not take delivery of goods within 14 days of notification that they are ready for delivery the Contractor shall be entitled on behalf of the Purchaser to put the goods into storage at the Purchaser ’ s expense. The Contractor shall be deemed to have delivered such goods to the Purchaser on storage and shall be entitled to payment on presentation of the warehouse receipt in place of any bill of lading or similar document otherwise required under the contract. Risk shall pass to the Purchaser on storage, but title shall only pass in accordance with the provisions of the Transfer of Title and Risk Clause. “ Goods ” in this clause shall include Purchaser’s property that has been worked on by the Contractor.
7.1 The Purchaser may instruct the Contractor in writing to perform variations or carry out additional works. The Contractor shall carry out such additional works or perform such variations and be bound by these conditions in so doing as though the variations or additional works were incorporated in the Contract, unless by notice to the Purchaser he declines to carry them out pending agreement on price, scope and on extension of time.
7.2 If any variation increases or reduces the cost to the Contractor of performing the contract and/or impacts the time schedule, then the contract price and schedule shall be adjusted accordingly. Variations shall be priced by reference to the contract price or rates in the contract or, where this is not relevant or possible, by cost plus 25% for purchases and expenses and by reasonable rates for labour.
8. Quality Assurance and Testing 品质保证与检验
8.1 The Contractor ’ s standard quality control procedures shall apply to the contract and Contractor ’ s standard works tests shall be performed.
8.2 The Purchaser shall be given 7 days’ notice of those tests specified in the contract which it is entitled to attend. If the Purchaser fails to attend such tests the Contractor may sign the test results on behalf of the Purchaser who shall then be deemed to have accepted such test results.
9. The Contractor’s Liabilities for Failure to Perform 违约责任
9.1 If the Contractor due to its responsibility fails to meet any delivery date or other performance date which is guaranteed in the contract (or as extended, under the contract) and by reason only of such delay the goods cannot be put into operational use by the Purchaser at the intended time, then the Contractor shall pay to the Purchaser liquidated damages for that delay calculated on the value of the delayed part of the goods or services at a rate of 0.5% per week of delay up to a maximum of 5% thereof or as otherwise expressly stated in the contract.
If, by reason of any variation ordered pursuant to Clause 7 (Variations) or of any act or omission on the part of the Purchaser or of a suspension under clause 15 or of Storage under clause 6.1 or by reason of Force Majeure as set out in Clause 14 or of any change under Clause 3.5 arising during performance of the contract, the Contractor shall have been delayed in the delivery of the goods, the Purchaser shall grant the Contractor such extension of the time for performance as may be reasonable.
合同履行期间，如果由于第7 条（变更）规定的任何变更工作，或由于买方的任何作为或不作为，或由于第15 条规定的中止，或由于第6.1 条规定的存储，或由于第14 条所列的不可抗力，或由于第3.5 条规定的合同履行期间的任何变更，致使供应方延期交付货物，则买方应向供应方延长尽可能合理的时间，便于供应方履行合同。
9.2 If the goods fail to meet any performance figures guaranteed in the contract, then the Contractor shall be given a reasonable opportunity to carry out at its own expense any work which it considers necessary to achieve the guaranteed figures, including where necessary the modification or replacement of any goods or any part of them.
If after this work has been completed and a performance test carried out the guaranteed figures are not reached, then the Purchaser shall be entitled to be paid liquidated damages, at such rate as may be specified in the contract, which shall not in any event exceed 5% of the contract price of the deficient goods unless the Contractor is able to demonstrate that in other aspects the Equipment has exceeded guaranteed performance in such a way that the damage suffered by the Purchaser from the deficiency is reduced & the liquidated damages shall be reduced pro rata to that reduction in damage.
9.3 The Contractor’s total liability for failure to meet any delivery date or other performance dates or performance figures shall in no event exceed 10% of the contract price and payment of liquidated damages under the above two subclauses shall be in full and final satisfaction of all claims and liabilities arising from lateness or defective performance except when the following subclause is applied.
9.4 Unless stated otherwise in the contract, if after incurring the maximum amount of liquidated damages specified in the contract in respect of any delay or other failure in its performance the Contractor has not remedied the failure, then the Contractor shall be entitled to a reasonable extension of time to remedy the failure.
If the Contractor is unable to remedy the failure within the extended time or if any item is delayed beyond 4 months from the guaranteed date so that the Purchaser is deprived of substantially the whole benefit of the deficient or delayed item, then the Purchaser may by notice in writing to the Contractor reject and terminate the contract in respect of any such item which is still deficient or delayed and upon its return to the Contractor free from encumbrances, is entitled to a refund of monies paid for the item. The Contractor shall pay compensation of an amount not greater than 20% of the contract price of such item (less the sum of all liquidated damages already paid) subject to the Purchaser providing proof of loss in full and final satisfaction of all claims and liabilities of the Contractor arising from the failure and the termination.
10. Contractor’s Warranty 品质保证期
10.1 This Contractor’s Warranty Clause shall apply to defects in the goods and services after the tests referred to in the Quality Assurance and Testing Clause above have been passed.
10.2 The Contractor undertakes that the goods and services supplied shall, under proper use, be free from defects in material and workmanship and conform to the specification in the contract. “ Proper use ” means installation, commissioning, operation and maintenance in accordance with the Contractor’s advice and good engineering practice.
10.3 The Contractor ’ s obligation under this undertaking shall be limited to making good by repair, replacement or modification at the Contractor’s option any defect in the goods or services or non-conformity to the specification in the contract (“defect”) which appears before the expiry of a period ending 12 months after putting into use or 18 months after delivery, whichever is the shorter, subject always to the Purchaser giving prompt notice of the defect. In respect of items that have been made good hereunder, the Contractor’s obligation shall in any event expire 24 months after first delivery of the original item. Items which are replaced during the warranty period shall become the property of the Contractor.
供应方于本承诺下的义务，应限于通过修理、更换或修改（由供应方选择），纠正货物或服务在投入使用后12 个月或交付后18 个月（以较短者为准）内出现的缺陷或不符合合同中规格的情况（“缺陷”），前提是买方应立即向供应方发出缺陷通知。对于已经根据合同进行纠正的物品，供应方的义务在任何情况下，应在首次交付原物品后24 个月到期。在保证期间内被更换的物品，应构成供应方的财产。
10.5 The Contractor’s obligation shall not extend to failure caused by fair wear and tear, designs and specifications and items which are outside the Contractor ’ s scope of supply (whether commented on by the Contractor or not ), accidents, misuse, neglect, or repairs or modifications to the goods which have been made without the Contractor’s approval. The Contractor ’ s obligation is subject to the Contractor being given prompt notice by the Purchaser of the appearance of the defect and a reasonable opportunity to investigate it.
10.6 Unless otherwise agreed in writing the Contractor shall have no liability for the costs of dismantling, transportation (including transportation between the onshore base and the offshore site), reassembly and re-installation of any goods affected under this warranty or undertaking or for the costs of transportation from the shore base of personnel or for the costs of offshore accommodation and messing (including air transportation). These costs shall be borne by the Purchaser or reimbursed to the Contractor on presentation of its invoice.
10.7 The undertaking and obligations of the Contractor under this Contractor’s Warranty Clause are in place of and exclude all other warranties and conditions, whether oral, written, statutory, express or implied. The Contractor’s liabilities and the Purchaser’s remedies in respect of defects in the goods or services and any damage to the goods resulting therefrom whether arising from breach of contract or warranty, negligence or otherwise are solely and exclusively as stated in this Contractor’s Warranty Clause, and the Contractor shall have no liability of any kind for any such defects or damage which appear after expiry of the warranty period described above.
11. Ownership and Confidentiality of Technical Information 技术资料的所有权与保密
11.1 Subject to 11.4 below all designs, drawings and other technical information relating to the goods or services, including the software provided by the Contractor under the contract, and the intellectual property rights therein made or acquired by the Contractor prior to or during the preparation of the proposal or tender or in the course of work on the contract shall be and remain the property of the Contractor or the original software providers.
11.2 Such technical information shall be kept confidential by the Purchaser, its employees, agents or subcontractors, shall not be copied, modified or disclosed by any of them and shall not be used by them otherwise than for the purposes of the operation and maintenance of the goods. In the event that the Purchaser does not accept the Contractor’s tender it shall return to the Contractor all technical information supplied by the Contractor together with any copies made.
11.3 From the effective date of the contract, the Contractor grants to the Purchaser the nonexclusive and non-transferable right to use the technical information, including software, provided by the Contractor for the life of the goods supplied under the contract for the purposes of their operation and maintenance and for no other purpose.
11.4 All of the intellectual property rights in data downloaded to the Contractor using the said communication link (or any replacement of the same pursuant to warranty) shall vest in the Contractor.
12. Intellectual Property Right Infringement 侵权
12.1 The Contractor shall indemnify the Purchaser against all damages and costs awarded against the Purchaser for infringement of any intellectual property right granted or registered prior to the effective date of contract in the country of destination of the goods specified in the contract (or, if none be specified, in the country of the Contractor) and resulting from the use or sale of the goods but this indemnity shall not apply to any infringement which is due to the association or combination of the goods with any other article, apparatus or device or to any goods or parts thereof made to designs supplied by the Purchaser.
12.2 This indemnity is conditional on the Purchaser giving the Contractor prompt written notice of any claim for infringement and permitting the Contractor (at the Contractor ’ s expense) to conduct on the Purchaser’s behalf any litigation or negotiations in respect thereof. The foregoing states the Contractor ’ s entire liability for intellectual property right infringement.
13. Limitation of Liability 责任限制
13.1 In all cases the party establishing or alleging a breach of contract or a right to be indemnified in accordance with the Contract shall be under a duty to take all necessary measures to mitigate the loss which has occurred provided that he can do so without unreasonable inconvenience or cost.
13.2 Except as expressly otherwise provided in Clauses 3, 4.4, and 15.1.3 and 16.2 or for the payment or deduction of liquidated damages neither the Contractor nor the Purchaser shall be liable to the other by way of indemnity or by reason of any breach of the Contract or of statute, tort (including but not limited to negligence) for any loss of profit, loss of use, loss of production, (if applicable ) loss of contracts, loss of revenues or of anticipated savings, any increase in operating costs, or for any financial or economic loss or for any indirect or consequential damage whatsoever that may be suffered by the other or if applicable for any any third party whose services are used in connection with the transmission of data to or from the control system of the gas turbine.
除第3 条、第4.4 条和第15.1.3 和第16.2 条另有明确规定，或支付或扣除违约金，供应方和买方均无须通过赔偿或由于任何违反本合同或法规的行为或由于民事侵权行为（包括但不限于疏忽），就另一方可能蒙受的任何利润损失、使用损失、生产损失（如果适用的话）、合同损失、收入或预计节省损失、经营成本增加、任何财务或经济损失或任何间接损害，或，如果适用的话，就任何中间方（第三方）的任何作为或不作为而产生的任何损失或损害，向另一方承担责任。
13.3 In no circumstances whatsoever (except as provided in Clause 9.4 and 13.4) shall the liability of the Contractor to the Purchaser under the Conditions in aggregate exceed € 1,000,000 (one million Euro) or the contract price whichever is the greater.
在任何情况下（除第9.4 条和第13.4 条所规定的情况），供应方根据本《一般合同条件》对买方承担的全部责任，不得超过1,000,000 欧元（壹佰万）或合同价格，以较小者为准。
13.4 The Contractor shall compensate the Purchaser for, on the one hand, any legal liability for personal injury to or the death of any person and,on the other hand, for damage to Purchaser’s property to the extent that such personal injury or death or damage is caused by the negligence of the Contractor or of its employees or agents or warranty non-conformity. In the case of damage to property such compensation shall be limited to € 1,000,000 per occurrence and/or € 2,500,000 in aggregate.
一方面，供应方应向买方赔偿因人身伤亡产生的任何法律责任；另一方面，供应方亦应向买方赔偿对买方财产造成的损害，但条件是，有关人身伤亡或损害是由于供应方或其雇员或代理的疏忽或或不合格的保证造成的。如属于财产损害，则有关赔偿单次应限于1,000,000 欧元，总额应限于2,500,000 欧元。
13.5 The Purchaser shall indemnify the Contractor against any and all claims in respect of or consequent to pollution or release of substances capable of causing harm to living organisms or interference with ecological systems arising from the goods or services except in respect of personal injury or death, whether or not resulting from the negligence of any person.
13.6 For the purposes of this Limitation of Liability Clause the Contractor contracts also on behalf of its employees, agents, subcontractors and suppliers who shall have no greater liability in relation to the contract than the Contractor.
13.7 If the Purchaser is not or shall not be the sole end user and ultimate owner of the goods or services or is procuring them for the benefit of any kind of joint venture, then the Purchaser shall ensure by its contract with the end user or ultimate owner or participants in the joint venture that the Contractor is given the benefit of the above stated exclusions and limitations of liability by all such users, owners or participants (which shall apply as if the user, owner of participant were the Purchaser) and shall indemnify the Contractor against claims of any kind by them to the extent that the Contractor would not be liable therefore to the Purchaser under the contract if the claim had been made by the Purchaser.
13.8 In any event Contractor’s liabilities under this contract shall expire at the end of the warranty period as stated in Clause 10, save for any claims that Purchaser has accrued and made at such point and claims for personal injury and death.
14. Force Majeure 不可抗力
14.1 If performance of any obligation under the contract (other than an obligation of the Purchaser to make payment) is prevented, restricted or delayed by any act of God, act or omission of government, war, hostilities, industrial dispute at either party’s premises or elsewhere, failure or delay in source of supply of materials or equipment, fire, explosion, accident or breakdown of essential machinery or equipment or caused by the delay of a subcontractor (such delay not being the fault of the contractor) or by any cause (whether similar or not to any of the above events) beyond the reasonable control of the party whose performance is affected, then that party shall be excused from and shall not be liable for failure in performance to the extent of that prevention, restriction or delay. In the case of projects including installation, the Contractor shall be entitled to receive cost reimbursement as a result of Purchaser force majeure events which affects the Contractor ’ s performance. The party wishing to claim relief by reason of any of the said circumstances shall notify the other party in writing without delay on the intervention and on the cessation thereof.
14.2 If performance is delayed for more than 4 months by any cause referred to in the above subclause and the parties have not agreed upon a revised basis for continuing the work at the end of the delay, then either party may after that period and while the cause of the non-performance still exists terminate the contract by not less than 30 days’ notice in writing to the other party, in which event the provisions of the Termination Clause below shall apply.
如果由于上款所述的任何原因，致使履约推迟超过4 个月，而双方在延期结束时尚未就继续工作的修订基准达成一致，则一方可以在该期间后及不履约的原因仍然存在时，提前至少30 天向另一方发送书面通知终止合同，在此情况下，下文“终止”条款的规定应适用。
15. Suspension 中止
15.1 If the Purchaser fails to make any payment when due or fails to perform on time any of its other obligations under the contract:
15.1.1The Contractor shall be entitled to suspend performance of the contract until the failure is remedied or the danger overcome;
15.1.2 The time for performance of the contract by the Contractor shall be extended accordingly;
15.1.3 Any cost (including financial costs and storage, demurrage or other charges) thereby incurred by the Contractor shall be paid by the Purchaser.
15.2 If performance of the contract is for any reason suspended and such suspension continues for more than 4 months the Contractor shall be entitled at any time during that continued suspension by not less than 30 days’ written notice to terminate the contract forthwith.
如果合同的履行由于任何原因而中止，且中止持续超过4 个月，则供应方有权于持续中止过程中的任何时间，至少提前30 天发送书面通知立即终止合同。
16. Termination 终止
16.1 Any party proposing to terminate this Contract shall first give the other party written details of any alleged breach and a reasonable time to cure such breach, by payment of liquidated damages or otherwise.
16.2 Within 14 days of the issue by either party of a notice of termination of the contract under these General Conditions the Purchaser shall pay to the Contractor:
16.2.1 The outstanding balance of the contract value of the goods and services which have been delivered or performed and of those goods which are then capable of being delivered, and
16.2.2 The costs incurred by the Contractor up to the date of notice of termination in performing work on goods which are not then in a deliverable state plus a reasonable margin to be agreed between the parties which shall not be less than 15%.
This obligation shall not however apply in respect of deficient or delayed goods which have not been delivered and in respect of which the Purchaser has terminated the contract by reason of the Contractor’s continued failure to remedy the deficiency or delay as provided in the Contractor ’ s Liabilities for Failure to Perform Clause above.
16.3 Termination of the contract in whole or in part however occasioned shall not affect or prejudice the provisions of this Clause, Clause 11 or Clause 13 or Clause 18.
本合同全部或部分终止，不得影响本条款、第11条、第13 条或第18 条的规定。
16.4 The Purchaser ’ s rights to terminate this Contract are exclusively set forth in the Contract. 买方终止合同的权利仅在合同中列明。
17. Bankruptcy 破产
If the Purchaser becomes bankrupt or insolvent or makes any agreement with its creditors compounding debts or if, being a limited company, any proceedings are begun in respect of it applying for the appointment of a liquidator, administrator, receiver or similar official for it or all or any substantial part of its assets or seeking an order of relief against it as debtor or under any law relating to insolvency, readjustment of debt, reorganisation, administration or liquidation, the Contractor may if legally possible at any time by written notice terminate the contract forthwith, in which event the provisions of Clause 16 shall apply.
18. Law and Dispute Resolution法律与争端解决
18.1 This contract shall be governed by and construed in accordance with the laws of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods signed in Vienna in 1980 shall not apply.
18.2 If any dispute arises out of this Contract (including any dispute as to its validity, meaning,effect or termination), the parties shall attempt to come to a reasonable settlement of the matter but should such dispute not be settled within six weeks of the original written notification of dispute the parties shall contemplate, but not be obliged, to attempt to settle it by alternative dispute resolution (including mediation) under the International Chamber of Commerce (“ICC”) ADR Rules. An attempt at settlement shall be deemed to have failed as soon as one of the parties so notifies the other. If an attempt at settlement has failed, the dispute shall be exclusively and finally settled under the Rules of Conciliation and Arbitration of the ICC by three arbitrators appointed in accordance with the Rules. The place of arbitration shall be Geneva, Switzerland, the language of the proceedings shall be English and the arbitration award shall be final and binding on the parties. The procedural law of the place of arbitration shall apply where the Rules are silent. 如果因本合同产生任何争议（包括与其有效性、含义、生效或终止有关的任何争议），双方应努力合理解决有关争议，但如果有关争议未能在发出原书面争议通知后六周内得到解决，双方应试图但并非必须寻求其他争议解决途径（包括调解）按照国际商会友好争议解决规则解决争议。如果其中一方通知对方努力失败，该途径则视为失败。该情况下，有关争议应由三名仲裁员根据按国际商会调解及仲裁规则终局性和排他性地解决。仲裁地点为瑞士日内瓦。仲裁过程中使用的语言应为英语。仲裁结果是终局性的并对双方具有约束力。仲裁规则没有规定之处，使用当地的程序法。
18.3 Each party submits to the jurisdiction of courts of all countries for the purposes only of compelling compliance with the above arbitration provisions and for enforcement of any arbitration award made in accordance with the above provisions. Each party irrevocably and unconditionally waives any objection or immunity on grounds of sovereignty or otherwise to the arbitration proceedings and the jurisdiction of any court in respect of the enforcement of the arbitration award as above provided.