滁州凯泰 中英文翻译对照.doc

英文：This contract is made by and between the Buyer and Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below :1. PackingTo be packed in strong wooden cases or in cartons suitable for long distance ocean / parcel post / air freight transportation and to change of climate, well protected against dampness, moisture, shocks rust and rough handling. The Seller shall be liable for any damage to the gods on account of improper packing and for any rust damage attributable to inadequate or improper protective measures taken by the Seller, and in such cases any and all losses and or expenses incur in consequence there of shall be by the Seller. 2. Shipping Mark On the surface of each package, Goods Name, Package Number, Measurements, Gross Weight, Net Weight, Lifting Position, such cautions as “DO NOT STACK UP SIDE DOWN”, “HANDLE WITH CARE”, “KEEP AWAY FROM MOISTURE” and the following Shipping Mark shall be stenciled legibly in fadeless paint :3. Date of ShipmentJan 16th, 20124. Port of ShipmentKualar Lumpur International Seaport.5 .Port of DestinationShanghai Seaport, Peoples Republic of China.6 .Partial ShipmentPartial shipments not allowed7. TranshipmentNot Allowed.8. Payment TermsThe advanced payment amounting () as 30% of the contract value shall be paid by T/T within 10 days after contract come into effect.70% of the contract value（USD）shall be paid by L/C within 30 days before the shipment. 9. Limited WarrantyTo the full extent permitted by applicable law, subject to the limitations contained in section 14 and except as otherwise expressly provided herein. Seller warrants that the firmware will execute the programming instructions provided by seller, and that the goods manufactured or services provided by seller will be free from defects in materials or workmanship under normal use and care until the expiration of the applicable warranty period. Goods are warranted for twelve (12) months from the date of initial installation or eighteen (18) months from the date of shipment by seller, whichever period expires first. Consumables (which include without limitation glass parts and electrodes, membranes, liquid junctions, electrolytes and reagents, o-rings, plastic tubing etc) and services are warranted for a period of 90 days from the date of shipment or completion of the services. Products purchased by seller from a third party for resale to buyer (resale products) shall carry only the warranty extended by the original manufacturer. Buyer agrees that seller has no liability for resale products beyond making a reasonable commercial effort to arrange for procurement and shipping of the resale products. If buyer discovers any warranty defects and notifies seller thereof in writing during the applicable warranty period, seller shall, at its option, correct any errors that are found by seller in the firmware or services, or repair or replace ex works point of manufacture that portion of the goods or firmware found by seller to be defective, or refund the purchase price of the defective portion of the goods/services. All replacements or repairs necessitated by inadequate maintenance, normal wear and usage, unsuitable power sources, unsuitable environmental conditions, accident, misuse, improper installation, modification, repair, storage or handing, or any other cause not the fault of seller is not covered by this limited warranty, and shall be at buyers expense. Seller shall not be obligated to pay any costs or charges incurred by buyer or any other party except as may be agreed upon in writing in advance by an authorized seller representative. All costs of dismantling, reinstallation and freight and the time and expenses of sellers personnel for site travel and diagnosis under this warranty clause shall be borne by buyer unless accepted in writing by seller. Goods repaired and parts replaced during the warranty period shall be in warranty for the remainder of the original warranty period or ninety (90) days, whichever is longer. This limited warranty is the only warranty made by seller and can be amended only in a writing signed by an authorized representative of seller. The warranty for software shall be as set out in sellers standard license agreement. Except as otherwise expressly provided in the agreement. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,EXPRESS OR IMPLIED,AS TO MERCHANTABILITY,SATISFACTORY QUALITY,ACCEPTABLE QUALITY,FITNESS FOR PARTICULAR PURPOSE,OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE GOODS OR SERVICES. The foregoing sets out buyers exclusive remedy for breach of warranty.10. Limitation of remedy and liabilityTo the full extent permitted by applicable law, the remedies herein provided, for the times specified, are exclusive. Seller shall not be liable for damages caused by delay in performance. The sole and exclusive remedy for breach of warranty hereunder shall be limited to repair, correction, replacement or refund of purchase price under the limited warranty clause in section 13. In no event, regardless of the form of the claim or cause of action whether based in contract, infringement, negligence (other than for death or personal injury resulting from sellers negligence),strict liability, other tort or otherwise, shall sellers aggregate liability to buyer and/or its customer exceed the price to buyer of the specific goods manufactured or services provided by seller giving rise to the claim or cause of action. Buyer agrees that in no event shall sellers liability to buyer and/or its customers extend to include special, indirect, incidental or consequential damages; damage to or loss of property or equipment; increased costs of any kind including, but not limited to, cost of operation or maintenance, fuel cost or cost of purchased or replacement power. The term “consequential damages” shall include, but not be limited to, loss of actual or anticipated profits, loss of use, loss of revenue, loss of production, loss of business, loss of goodwill or reputation, loss of, damage to or corruption of data and cost of capital.11. CancellationUpon cancellation by the Buyer, for any reason whatsoever, or the order for any or all of the goods covered by this contract, the Buyer shall agree to reimburse the Seller, for all costs and expenses already occurred or commitments made by the Seller in connection with the processing, handling and fabrication of said goods, from the contract date to the date notice of cancellation is received by the Seller. The Sellers determination of such cancellation charges shall be final.1）After Purchase Order is placed with factory, cancellation charge equivalent to 20% of Contract Value shall be levied.2）After arrival of parts or accessories in factory, cancellation charge equivalent to 50% of Contract Value shall be levied.3）During assembly, cancellation charge equivalent to 20% of Contract Value shall be levied.4）After completion of assembly, or after packing, cancellation charge equivalent to 100% of Contract Value shall be levied.12. Delay PenaltyShould the Seller fails to effect delivery on time as stipulated in this contract owing to causes other than Force Majeure, the Buyer shall have the right to impose the Seller penalty charge upon shipment of goods. The rate of penalty is charged at 0.1% per day, with a maximum value capped at 5% of Contract Value. 13. Force MajeureThe Seller will not be held responsible for any delay in delivery of the goods due to Force Majeure. However, the Seller shall advise the Buyer immediately of such occurrence and within fourteen days thereafter, shall send by airmail to the Buyer for his acceptance, a certificate issued by the competent government authorities of the place where the accident occurs as evidence thereof. Under such circumstances, the Seller shall be granted allowance to postpone delivery.14. ArbitrationAll disputes in connection with this contract or the execution thereof shall be settled through friendly negotiations. In case no settlement can be reached through negotiations, the case should then be submitted for arbitration to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade Beijing, in accordance with the “Provisional Rules of Procedure of the Foreign Trade”. The decision rendered by the said commission shall be the final. The Seller and Buyer hereby sign in agreement with the above-stipulated terms and conditions. The Contract shall be come into immediate effect after signature by both the Seller and Buyer.中文对照：本合同在买方与卖方之间签订。据此，根据下文所规定的条款和条件，买方同意购买下文提及的商品，卖方同意出售下文提及的商品。1. 包装必须采用坚固的木箱或纸箱包装， 适合长途海运 / 陆运 / 空运， 防潮、防震、防锈，耐粗暴搬运。由于包装不良所发生的损失，及由于未采用充分或不妥善的防护措施而造成的任何锈损，卖方承担由此产生的一切费用或损失。2. 唛 头卖方应在每件包装上，用不褪色油墨刷写货物名称、 件号、 尺寸、重 量、毛重、 净重、“此端向上”、“小心轻放”、“切勿受潮”等字样， 并刷有下列唛头 ：3. 装运期2012年1月16日4. 装运港马来西亚吉隆坡海港5. 目的港上海港海港，中国6. 分批装运不允许分批发货。7. 转船运输不允许。8. 付款条件 合同签订后10天内买方以电汇形式向卖方支付30% 预付款；在发货之前30天买方以信用证形式向卖方支付其余70% 货款。9. 有限担保本合同在法律允许范围内，受本14条赔偿及责任限制所限，除非合同另有规定。卖方担保固件将按照卖方提供的执行方案进行供货，并确保卖方提供的产品和服务所采用的材料和工艺在正常使用下不存在缺陷直至质保期结束。质保期为开车投入运行后12个月或者发货后18个月，以先到期为准。可消耗材料（包括但不限于玻璃零件，电极，隔膜，液络部，电解质和试剂，O型圈，塑料管材等）和服务担保期为发货后或者服务完工后90天。 卖方从第三方购买产品，再销售给买方，这些二次销售产品只能遵循原始制造商提供的保修期。买方同意，只要卖方做出合理的商业努力安排采购和装运二次销售的产品，卖方就免于转售的责任。如果在担保期内买方发现任何担保缺陷并且书面通知卖方，卖方应自主选择修正买方在产品和服务上发现的错误，或者进行维修或者更换出厂时卖方发现有缺陷的产品或固件部分，或者退还购买此缺陷产品部分的金额。所有的维修及更换产品的非正常维护、正常磨损和使用，非正确使用电源，不适合的环境因素，事故，滥用，不正确的安装，改造、维修、储存或移交，或任何其他不是属于卖方过错的，均不属于此有限保修范围内，费用由买方承担。买方或第三方造成的费用和开支，卖方不负责任。除非买卖双方代表之前达成书面协议。 所有拆除，重新安装和运输以及此担保条款下的卖方人员的现场考察和访问费用，应由买方承担，除非卖方书面接受。在担保期内的产品的维修和零部件的更换的质保期将为原担保期的剩余时间内或90天，以较长者为准。此有限担保是卖方制定的唯一担保，并且只能通过