(c) Seller or its designated service provider shall install the
_________ System at Buyer''s designated facility in the People''s Republic
of China. Installation charges are specified in Annex C. Buyer shall be
responsible for timely completion, in accordance with the Installation
Timetable herein (Annex B), of any necessary on-site preparations and
modifications of Buyer''s facilities based on the specifications set forth
in the Site Preparation Guidelines previously provided to Buyer. Buyer
shall provide additional test equipment and resources (including but not
limited to floor space, power outlets, interconnecting cables, racks,
satellite facilities and the like), if needed, in accordance with the Site
Preparation guidelines. Buyer shall have the responsibility for and shall
pay for all such facilities, preparations, equipment, resources, licenses
and permits required thereof.
【章名】 6. Compliance with Export Control Laws of the Seller''s Country
(a) Seller agrees to apply for all _____________ Government export
licenses, permits and approvals required for the exportation from
___________ to China of the products and technology to be purchased by
Buyer from Seller. In the event that, despite Seller'' s best efforts,
Seller is unable to obtain any and all license, permits and approvals
needed to lawfully export such products and technology from __________ to
China, this Contract is immediately terminated, the Seller and Buyer are
excused from performance, and each Party agrees to hold the other Party
harmless.
(b) Buyer hereby undertakes to comply with the export laws and
regulations of __________ and agrees that, without obtaining the necessary
license of approval from the Government, Buyer will not knowingly (i)
export, directly or indirectly, any origin technical data or software
acquired from Seller, or any direct product of that technical data, to any
country for which the Government or any agency thereof at the time of
export requires an export license or other governmental approval; or (ii)
disclose any origin technical data or software acquired from Seller to any
national of any country for which the Government or any agency thereof
requires an export license or other governmental approval.
(c) Within __________months of the signing of this contract, the
Seller agrees to inform the Buyer of the status of the Seller''s
application for the Government export licenses, permits and approvals
required for the exportation from __________to China of the products and
technology to be purchased by Buyer from Seller.
【章名】 7. Title and Risk of Loss
The items purchased by the Buyer shall be delivered C.I.F. _________
in accordance with INCOTERMS 1990. Therefore, the risk of loss for the
items purchased by the Buyer shall be borne by the Seller until the items
are delivered to the export carrier. After delivery of the items purchased
by the Buyer to the export carrier, the title and risk of loss for the
items purchased by the Buyer shall pass to the Buyer.
【章名】 8. Acceptance Tests and Acceptance
(a) Acceptance testing of the System shall be in accordance with
Seller''s Acceptance Test Procedure. Seller or its designated service
provider shall conduct the acceptance tests in accordance with said Test
Procedure. If any such test is not Successfully Completed (as defined
below), Seller or its designated service provider shall evaluate the test
and make any adjustments or corrections of the System as will result in
performance of the System in accordance with the Specifications. Buyer
shall be given reasonable prior notice of the commencement of, and the
reasonable opportunity to observe, all such tests.
(b) The term "Successful Completion", when used in this Contract with
respect to any test, means successful completion of such test as defined
in the particular test procedure and all references to test denote the
tests in Seller''s Acceptance Test Procedure.
(c) Acceptance of the System ("Acceptance") for purposes of Annex C
shall be deemed to have occurred when all tests set forth in the
Acceptance Test Procedure for the system at Buyer''s facility have been
Successfully completed.
(d) Seller represents and warrants that it will deliver to Buyer a
complete, correct and valid system, capable of accomplishing the technical
targets specified in Product Description and Specifications, as
demonstrated by Successful Completion of the Acceptance testing of the
System. Successful Completion shall be deemed as conclusive proof that the
System is complete, correct and valid, and capable of accomplishing the
technical targets set forth in the Specifications.
【章名】 9. Shipment in Place and Qualified Acceptance
(a) In the event that the System or any part thereof is ready for
shipment or installation in accordance with the dates set forth in Annex B
and such shipment or installation is delayed more than _________ calendar
days pursuant to Buyer''s request or because Buyer is unable to provide the
necessary facilities, test equipment or resources for receipt or
installation of the System, Seller may, at Seller''s option, notify Buyer
that the System or any part thereof is being treated as though actually
shipped, delivered and installed ("Shipped in Place"). In addition, Buyer
shall reimburse Seller for all storage or other expenses which Seller
incurs by reason of such delay.
(b) __________ days following notice of Shipment in Place Seller shall
be entitled to invoice Buyer in accordance with the payment terms set
forth in Annex C hereto (i) for one hundred percent of the purchase price
for commercial __________ system Shipped in Place, and (ii) with respect
to Systems, the amount that would have been due had the System actually
been shipped, with the balance to be invoiced upon Acceptance.
(c) Qualified acceptance by Buyer of the System or any portion thereof
("Qualified Acceptance") shall occur at any time, either before or after
the scheduled shipment or installation dates set forth in Annex B,
i) upon determination by Buyer, and written notification to
Seller, that the System, is suitable to commence the operations for which
Buyer intends to use it; or
ii) that the System has commenced the operations for which Buyer
intends to use it.
(d) Qualified Acceptance shall have the same consequences as those set
forth in Section 8 (b) above except that the amount due for Systems shall
be the difference between the amount paid to date and _________ percent of
the amount that would have been due upon Acceptance, with the balance to
be invoiced upon Acceptance.
(e) Neither Shipment in Place nor Qualified Acceptance shall relieve
Seller from any of its responsibilities under this Contract, including
Successful Completion of the Acceptance Tests and correction of defects or
deficiencies in accordance with the terms and conditions hereof.
【章名】 10. Taxes
(a) Any and all taxes, levies, customs duties, sales, use, excise,
value added and similar taxes to be levied on the Buyer in connection with
the performance of this Contract for the sale of goods and repair and
installation services, which are now existing or which may be hereinafter
imposed by any People''s Republic of China governmental entity, shall be
borne and paid by the Buyer.
(b) All taxes in connection with the execution of this Contract
imposed by any People''s Republic of China governmental entity on the
Seller, and all taxes in connection with the execution of this Contract
imposed by any ___________ governmental entity on the Buyer, in accordance
with the tax laws which are now existing or which may be hereinafter
imposed and the Agreement between the Government of ____________ and the
Government of the People''s Republic of China for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on
Income, shall be borne and paid by the Seller and Buyer, respectively.
(c) With regard to Section 10 (b) above, the Seller shall remit
payment for such taxes to the relevant Chinese tax authorities through the
Buyer within _______ working days after the Seller is in receipt of one
(1) original certificate (invoice) for the taxes levied by the Chinese
taxation authorities. The Buyer shall remit payment for such taxes to the
relevant ___________ tax authorities through the Seller within _______
working days after the Buyer is in receipt of one (1) original certificate
(invoice) for the taxes levied by the ___________ taxation authorities.
(d) Any and all taxes, levies, customs duties, sales, use, excise,
value added and similar taxes to be levied on the Seller in connection
with the performance of this Contract for the sale of goods and repair and
installation services, which are now existing or which may be hereinafter
imposed by any _________ governmental entity, shall be borne and paid by
the Seller.
【章名】 11. Operating Manuals and Other Materials/Training
(a) Seller shall provide with each Commercial ________ system , one
(1) User''s Guide.
(b) Seller shall provide Buyer with three (3) copies of all operating
manuals and installation instructions for the System, as well as
maintenance manuals.
(c) Prior to installation of the System, Seller shall provide Buyer''s
employees with a training course in the use of the System , as well as in
computer management techniques.
Furthermore, these employees shall observe the Acceptance Test
Procedure (ATP).
The training course and ATP described in this Article 11 (c) shall
take place over a ________ day period at the Seller''s facilities in
_____________, and all related expenses shall be borne by the Seller.
(d) Following installation of the System, Seller or its designated
service provider shall provide to Buyer''s employees a training course of
up to ________ days in duration on-site at Buyer''s facility.
【章名】 12. System Warranties
(a) Seller represents and warrants that it is the owner, or beneficial
licensee, of all intellectual property rights herein licensed, leased or
sold to Buyer, and that it has the right to license, lease or sell the
same to Buyer. Seller warrants that the System and all equipment and
related software furnished under this Contract (except for the Control
Computer (s) and Control Computer (s) operating system software), shall be
free from defects in material and workmanship for a period of one (1) year
after date of Acceptance, except with respect to Commercial and Consumer
_________ system, for which the period shall extend for one (1) year after
date of shipment. During such period Seller shall repair or replace and
reinstall at Buyer''s premises the System or any defective portion thereof
without charge. Seller''s warranty does not cover the Control Computer or
the Control Computer''s operating system software included in the System,
but Seller shall assign any outstanding manufacturer''s warranty thereof to
Buyer, to the extent assignable. If there is no such assigned warranty
that extends one (1) year beyond Acceptance, Seller shall purchase, in
lieu of warranty, for the benefit of Buyer and as part of the purchase
price, an extended hardware and software maintenance contract for such
Control Computer and operating system software which maintenance contract
shall extend for a one (1) year period after acceptance. If any repair or
replacement results from a defect not covered by the warranty or from
causes other than normal usage and regular installation, Buyer shall pay
Seller for all labor and materials (including travel expenses) provided by
Seller in its attempt to remedy such deficiency.
(b) The warranties set forth herein shall apply only to items which,
after regular installation and under normal usage, are found to have been
defective within the warranty period. Such warranties shall not apply to
items that have been modified or altered without Seller''s written
approval, or have been subjected to abuse, accident, negligence or
improper application.
(c) The warranties set forth herein are in lieu of all other
warranties as to performance of the system, express or implied, including
without limitation any implied warranties of merchantability or fitness
for a particular purpose. Buyer''s sole and exclusive remedy for any breach
by Seller of any of the warranties set forth herein shall be for Seller to
make such repairs and/or replacements necessary to fulfill such
warranties. in no event shall seller be liable for any loss of audio,
video or data signals, interruption of business, or special, indirect or
consequential damages of any kind or nature whatsoever. Seller shall not
be responsible for delays in performing its obligations under this Article
resulting from Buyer''s negligence or fault.
【章名】 13. Nonwarranty Repairs and Spares Support
(a) Until the earlier of (i) _______ years from the Acceptance of the
System, or (ii) the date Buyer Ceases to Operate the System, Seller shall
offer to provide repair services and/or spare parts for the System
("Support Period"), it being understood that Seller''s charges for spare
parts and/or repairs not covered by warranty shall be at Seller''s then
current time and material rates or spare parts prices and shall be
invoiced as soon as work involved is completed. Seller shall have no
obligation hereunder or otherwise to provide further spare parts or repair
services to any person that has failed to pay promptly for any such spare
parts or repairs.
(b) Subsequent to the Support Period, Seller may discontinue offering
spare parts and/or repair services for the System upon _________ months
prior written notice to Buyer of Seller''s intended discontinuance,
provided however, that Seller, at Seller''s option, either (i) grants to
Buyer a nonexclusive license to make or have made for Buyer''s own use and
not for sale any such System components (exclusive of the Control Computer
and its operating system software) and furnishes Buyer all necessary
documentation, specifications, drawings and other data, or (ii) allows
Buyer the opportunity to purchase sufficient quantities of spare parts as
Buyer deems necessary to maintain and support the System.