【章名】 21. Limitation of Liability
Buyer agrees that in no event shall Seller be liable for damages
hereunder, or for any claim of any kind as to any System or System
components delivered or for nondelivery of such System or components,
regardless of the form of the action, in an amount greater than the
purchase price of the System or components in respect of which such claim
is made.
In no event shall Seller be liable for any loss of profits, loss of
use, interruption of business, or indirect, special or consequential
damages of any kind.
【章名】 22. Force Majeure
The term "Force Majeure" means acts of God, fire, casualty, flood,
earthquake, strikes or lockouts, riots, insurrections or civil disorders,
embargoes, war, any future law, order, regulation, or other act of
government, and other delays beyond Seller''s reasonable control. If
Seller''s performance of this Contract is prevented, restricted, delayed or
interfered with by reason of Force Majeure, Seller''s performance shall be
excused to the extent delayed or prevented by Force Majeure, provided,
however, that Seller take reasonable steps to avoid or remove such causes
of nonperformance and shall continue performance whenever and to the
extent such causes are removed.
If, due to a Force Majeure event, the Buyer and/or Seller cannot
accomplish its contractual obligations for a period of _______ consecutive
months, the Buyer and Seller shall meet and come to an agreement within
the shortest possible period of time upon the conditions on which they
could continue the execution of this contract.
Should the Buyer and Seller fail to agree on the conditions of such
continuation, the matter shall be referred to arbitration in accordance
with Article 26 hereof.
【章名】 23. Termination
(a) Buyer or Seller shall have the right to terminate this Contract if
the other makes an assignment for the benefit of creditors, or a receiver,
trustee in bankruptcy or similar officer is appointed to take charge of
all or any part of the party''s property or business or is adjudicated a
bankrupt.
(b) Seller shall have the right to terminate this Contract if Buyer
neglects or fails to make payment in accordance with the terms hereof and
such condition is not remedied within ____________ business days after
written notice to Buyer. Seller may, at Seller'' s option, extend the time
for Buyer''s cure.
【章名】 24. Nonwaiver of Rights
Neither the waiver by a party hereto of a breach of, or a default
under, any of the provisions of this Contract, nor the failure of a party
on one or more occasions, to enforce any of the provisions of this
Contract or to exercise any right or privilege hereunder shall thereafter
be construed as a waiver of any subsequent breach or default, or as a
waiver of any of such provisions, rights or privileges hereunder.
【章名】 25. Notices
All notices, requests, or other communications which may be sent by
either party to the other party pursuant to this Contract shall be in
writing and shall be addressed as follows:
If to Seller: If to Buyer:
All communications between the parties in the course of the present
Contract shall be made in ___________ language by registered airmail
letter sent to the addresses set forth herein or by facsimile. The date of
receipt of notice shall be deemed to be _______ days after its postmark in
the case of registered mail or the date of dispatch of a facsimile.
【章名】 26. Applicable Law and Resolution of Disputes
This Contract is made in accordance with the Foreign Economic Contract
Law of the People''s Republic of China and the laws of ___________
(country). The laws of ____________ (country) shall be applied to the
settlement of any disputes arising from this Contract.
(a) Consultations. In the event any dispute arises in connection with
the validity, interpretation, or implementation of this Contract or any of
its annexes, the Parties shall attempt in the first instance to resolve
such dispute through friendly consultations. If the dispute is not
resolved in this manner within ______ days after the date on which one
Party has served written notice on the other Party for the commencement of
consultations, then either party may refer the dispute to arbitration in
accordance with the provisions of this Section 26.
(b) Arbitration. (sketch)
【章名】 27. Binding Effect
These terms and conditions shall be binding upon and inure to the
benefit of the parties hereto, their successors and permitted assigns.
【章名】 28. Entire Contract
The terms and conditions incorporated herein contain the entire
agreement and understanding between the parties with respect to the
subject matter hereof and merge and supersede all prior agreements,
understandings and representations. No additions or modifications shall be
effective unless in writing signed by the parties hereto. The present
Contract shall be made in __________ Language in four (4) originals, two
(2) for each party.
In witness whereof, the parties have duly executed this Contract on
the date first above written.
SELLER: BUYER:
By: By:
【章名】 Annex A System Components (sketch)
【章名】 Annex B Delivery and Installation Timetable (sketch)
【章名】 Annex C Price and Payment Terms (sketch)
【章名】 Annex D Product Description and Specifications (sketch)
【章名】 Annex E Seller''s Software License Agreement
The terms and provisions of this Annex E (License Contract) provide
for the licensing by Seller to Buyer of certain computer software
specified below where such software is used either as part of or in
conjunction with the System to be provided by Seller under this Contract,
or which this Annex E forms a part thereof.
【章名】 1. Grant of License
Seller (hereinafter Licensor) hereby grants to Buyer (hereinafter
Licensee) and Licensee hereby accepts, a nontransferable, nonexclusive
license to use and copy, on the terms and conditions set forth herein, the
software program (s) listed in Article 10 of this License Contract and
described in the product specifications. Said program (s) listed in
Article 10 of this License Contract together with any copies or
reproductions thereof or excerpts therefrom, are herein collectively
referred to as the "Program". No license, expressed or implied, is granted
except as specifically provided herein.
【章名】 2. Restriction on Use
Licensee may use the Program solely and exclusively on the computer
(s) furnished by the Seller under terms of this Contract, as part of each
System, except that the Program may also be used on Licensee''s backup
computer if the System computers are inoperative because of malfunction or
during the performance of preventive maintenance, engineering changes or
changes in features or model, until the System control computer (s) is
restored to operative status. Licensee shall use the Program only in
connection with its immediate internal operations, and shall not offer or
supply the use of the Program to others under any circumstance.
No other software program can be installed, operated, or configured on
the System Control Computer hardware without prior written approval by
Seller. This includes operating or application software that may be
available from Seller that is not covered by this License Contract.
【章名】 3. Restriction on Copying
Licensee shall make no copies of the Program, or any part thereof,
except that Licensee may make copies of the Program solely for the
purposes of backup, archival storage and placing the Program in a form
suitable for execution. All permitted copies shall be clearly marked with
the same Licensor proprietary and copyright restrictions which appear on
the Program originally supplied to Licensee. Permitted copies shall be
stored in a secure manner.
【章名】 4. Restriction on Transfer
Licensee shall not sell, assign, sublicense, transfer, or otherwise
make available the Program, except as may be permitted by this Contract
and only with written prior consent by Seller.
【章名】 5. Buyership Rights
Title to the Program shall be and remain in Licensor, and no title to
or ownership of or technology transfer of the Program or any portion
thereof is conveyed or transferred to the Licensee hereby. Licensee
acknowledges the Program constitutes confidential and proprietary
information and trade secrets of Licensor, whether or not the Program, or
any portion of it, is or may be copyrighted or copyrightable and/or
patented or patentable, and that disclosure of the Program to Licensee is
on the basis of the confidential relationship between Licensee and
Licensor under this Contract.
【章名】 6. Restriction on Disclosure
Except as expressly permitted herein, Licensee shall not disclose or
otherwise make available the Program, or any portion thereof, to any third
party or to any employee of Licensee who is not of necessity authorized by
Licensee to use the Program in Licensee''s business. Licensee shall take
all reasonable steps necessary to insure the Program, or any portion
thereof, is not disclosed or otherwise made available by Licensee (or
employees of Licensee) to any third party.
【章名】 7. Warranty
Licensor warrants it has the right to grant the license herein
granted, and for a period of one (1) year from the date of Acceptance
(herein the "warranty Period"), the Program will perform substantially in
the manner set forth in the specifications. Licensor''s sole obligation
under this warranty shall be to correct or replace any Program found to be
defective from normal usage. This warranty is expressly in lieu of all
other warranties, express or implied, including but not limited to, the
implied warranties of merchantability and fitness for a particular
purpose. Licensor does not warrant that the program and/or its associated
documentation, if any, will meet licensee''s requirements, be error free,
or operate without interruption, and licensee assumes the entire risk as
to its quality and performance. In no event will licensor be liable for
special, incidental, or consequential damages (including, without
limitation, damages for loss of business profits, business interruption,
loss of business information or other pecuniary loss) even if licensor has
been advised of the possibility that such damages may arise.
【章名】 8. Patent and copyright Indemnity
Licensor agrees that it will, at its own expense, defend any action
brought against Licensee, and indemnify Licensee against any award of
damages and costs made against Licensee by a final judgment of a court of
competent jurisdiction in any such action, insofar as the same are based
on a claim that the Program used within the scope of the license herein
granted constitutes an infringement of any patent or copyright; provided
Licensee shall have given Licensor prompt notice in writing of the claim
and institution of such action, and permits Licensor, through its counsel,
to defend the same and give Licensor all reasonably available information,
assistance and authority to enable Licensor to so defend and further
provided, that Licensor''s liability hereunder, if any, shall be strictly
and solely limited to the amount of royalties which would be payable in
respect to revenues derived by Licensor from Licensee from sales of the
infringing goods. Licensor shall have control of the defense of any such
action including appeals, and of all negotiations thereof, including the
right to effect any settlement or compromise. In case the Program is, in
any action, held to constitute an infringement and its use is enjoined,
Licensor shall, at its option and expense (a) procure for Licensee the
right to continue using the Program, or (b) replace or modify the same so
that it becomes noninfringing and performs the same service with
substantially the same quality, or (c) grant Licensee a credit, less
reasonable depreciation for use, damage and obsolescence, upon return of
the Program to Licensor. Licensor shall have no liability for any claim of
copyright or patent infringement based on: (1) use of other than a current
unaltered release of the Program; or (2) use of a current unaltered
release of the Program with non-Licensor Programs or data. The foregoing
states the entire liability with respect to infringement of any copyrights
or patents with regard to the Program.
【章名】 9. Terms and Termination
The term of this License Contract and the license granted hereunder
shall commence on the date hereof, and shall terminate on the earlier of: