1. 所有权与危险负担条款 2. 所有权保留条款
3. 品质保证 4. 知识产权条款
7. 竞业回避条款 8. 契约期间
9. 契约解除条款 10. 期限的利益丧失约款
11. 解除后的权利和义务 12. Indemnity
13. 损害赔偿额的约定 14. 间接损害
15. 规定契约条款的部分效力 16. 解除权的放弃
在契约终了后继续生效的条款
17. 仲裁条款 18. 裁判管辖条款
19. 支付通货条款 20. 专家鉴定
21. 规定在纷争解决程序中契约依然 22. 定义条款
依照以前进行履行的条款
23. 解释原则条款 24. 效力发生的要件
25. 转让 26. 关于赋予同意的条款
27. Representations and Warranties 28. 视为Representations
被重复的条款
29. Affirmative Covenants 30. Negative Covenants
31. 修正条款 32. Proprietary Rights
33. 秘密保持条款 34. 权利放弃条款
35. 累积性权利条款 36. 费用负担条款
37. 规定必须用金钱支付债务的条款 38. Net Payment条款
39. 抵消条款 40. Entire Agreement Clause
41. 通知条款 42. Severability
43. 准据法 44. Good Faith
45. 标题 46. 语言条款
47. Counterparts
1. 所有权与危险负担条款
Property and Risk
Property to and risk of loss of Products shall pass from the Seller to the Buyer when the Products are delivered to the Delivery Point.
2. 所有权保留条款
Retention of Title（效力波及到销售金额）
（a） Until the Buyer has paid all sums due to the Seller, whether under this Agreement or under any prior or subsequent agreement, the goods shall remain the property of the Seller and the Buyer shall hold them as the Seller's bailee and fiduciary agent. The Buyer may resell the goods on commercially reasonable terms, but shall keep them for the Seller separate from the Buyer's own goods and properly stored, protected and insured. In its relations with the sub-buyer' the Buyer may only sell in its own name as principal and without creating any legal relationship between the Seller and the sub-buyer, but in its relations with the Seller the Buyer resells as the Seller's fiduciary agent.
（b） In that capacity, the Buyer shall hold all proceeds of sale, tangible or intangible, and other proceeds （including insurance proceeds） on trust for the Seller and separate from the Buyer's own moneys or other assets and shall promptly transfer such proceeds to the Seller.
3. 品质保证
A Warranty（1）（含排除间接损害）
（a） The Seller warrants to the Buyer as follows:
（i） the Product sold to the Buyer hereunder shall meet the agreed specifications as attached hereto as Exhibit I and made an integral part hereof;
（ii） the Product shall be of sound materials and workmanship;
（iii） the Product shall operate satisfactorily and remain in good condition for a period of six thousand （6,000） hours service or twenty-four （24） calendar months from the date of shipment, whichever is the shorter; and
（iv） if within the warranty period as defined in （iii） above the Product proves to be defective under proper use and the Buyer gives notice in writing to the Seller of any defect, then the Seller shall at the Seller's option replace or repair the defective Product.
（b） The remedy stipulated in paragraph （a） above is the exclusive remedy of the Buyer for any claim that the Product fails to meet the warranty specified in （i）, （ii） and （iii） of paragraph （a） above and the Seller shall not be responsible for any consequential or indirect damage or loss including, but not limited to, injuries to persons or property or loss of profit, incurred by or claimed against the Buyer or any third party arising out of the use of the Product, for whatever reason.
B Warranty （2）（当卖方从制造者处获得比契约所规定的更有利的保证时，尽可能要将该利益赋予买方。）
（a） The Seller warrants mat
（i） the Products shall meet the Specifications;
（ii） title to the Products will pass to the Buyer at the point of delivery free of any liens, charges or other third party interests;
but makes no other warranty, whether express or implied, statutory or otherwise, concerning the Products, including without limitation, any warranty of merchantability or fitness for a particular purpose; provided, however, that if the Seller is able to obtain warranties more beneficial to the Seller than the above, the Seller shall pass such benefits to the Buyer insofar as practicable.
（b） Any claim by the Buyer for breach of warranty under （a） shall be given to the Seller in writing within thirty （30） days after the date of delivery. No claim may be accepted by the Borrower unless it is given within this period.
C Warranty（3）（规定买方退还品的权力）
（a） The Products delivered by the Seller to the Buyer shall, when delivered, conform to the relevant Specifications.
（b） The Seller shall procure that the quality of the Products shall be certified bythe manufacturer from whom the relevant Products are obtained, or （at the option of the Buyer） by an independent surveyor appointed by the Buyer, and the Seller shall supply a copy of the certificate to the Buyer at the time of delivery.
（c） If the Buyer considers that Products are not in conformity with the Specifications, it shall notify the Seller to that effect within three months after delivery of the same and shall procure that the Products are inspected by an independent surveyor to be appointed by the Buyer. The finding of such independent surveyor shall be final and binding on the Parties.
（d） If any Products do not conform to any of the Specifications, the Buyer shall have the right in its sole discretion to reject the same whereupon:-
（i） title and risk in the relevant Products shall remain with or, as appropriate, revert to the Seller;
（ii） the Buyer shall have no obligation to pay for such Products;
（iii） the Seller shall be responsible for any and all costs and expenses resulting from the removal of Products from any storage and the disposal thereof; and
（iv） the Seller shall be deemed not to have delivered that quantity of Products irrespective of whether or not actual delivery was made prior to rejection.
D Warranty （4）（具体规定卖方的保证义务被免责的情形）
In no circumstances shall the Seller have any liability of whatever kind for:
（i） any defects resulting from wear and tear, accident, improper use by the Buyer or use by the Buyer except in accordance with the instructions or advice of the Seller or the manufacturer of any Products;
（ii） any defects resulting from any instructions or materials provided by the Buyer;
（iii） any Products which have been adjusted, modified or repaired exceptby the Seller or in accordance with the manufacturer's recommendations;
（iv） the suitability of any Products for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Seller;
（v） any substitution by the Seller of any materials or components not forming part of any specifications of the Products agreed in writing by the Buyer;
（vi） any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Seller contained in the Seller's catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Products and not to form part of the Contract or be treated as representations;
（vii） any technical information, recommendations, statements or advice furnished bythe Seller, its servants or agents not given in writing in response to a specific written request from the Buyer before the Contract is made; or
（viii） any variations in the quantities or dimensions of any Products or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Products, and the substituted materials or components are of a quality equal or superior to those originally specified.
4. 知识产权条款
A Intellectual Property Rights （1）（卖方保证该知识产权不侵害他人的权利）
（a） The Seller warrants that neither the Products nor any part thereof infringesany intellectual property rights including, but not limited to, patent, utility model, design, trademark and copyright belonging to any third party in the Distributor's country.
（b） The Seller shall defend any legal action or other proceeding brought against the Distributor in so far as such legal action or other proceeding is based upon a claim that the Products or any part thereof delivered to the Distributor hereunder infringes any such intellectual property right in the Distributor's country. The Distributor shall notify the Seller of such legal action or other proceeding and shall provide the Seller with such assistance and co-operation in the defence thereof as the Seller may reasonably request. The Seller shall have sole control over any such legal action or other proceeding and shall indemnify and hold the Distributor harmless from and against any loss, damage, cost, expense, claim or liability which may be incurred by or asserted against the Distributor as the result of an alleged or actual infringement of any intellectual property right belonging to any third party in the Distributor's country.
B Intellectual Property Rights （2）（卖方不做任何保证的例子）
Seller makes no warranty that the Products will not infringe any patent, trade name, trademark, utility model, design, copyright or any other intellectual property right belonging to any third party in the Territory.
C Intellectual Property Rights （3）（规定侵害、被侵害的各自对应）
（a） In the event an action is brought against Company or Manufacturer alleging that Company or Manufacturer has no right to use the Trade Mark in connection with the sale of Goods in Japan, Manufacturer, with the cooperation of Company, shall assume the defense of such action. Such defense shall be controlled and coordinated by trademark counsel, as chosen by Manufacturer. Manufacturer shall bear all costs of maintaining such defense.（b） In the event of the unauthorised use of the Trade Mark by third parties, ifCompany requests Manufacturer to take legal action to protect or enforce its trademark rights in Japan, Manufacturer, with the cooperation of Company, shall take such legal action as Manufacturer deems appropriate in order to protect or enforce Company's and Manufacturer's trademark rights. Such legal action shall be controlled and coordinated by trademark counsel, as chosen by Manufacturer. Manufacturer shall bear the costs of taking such action to protect or enforce the trademark rights. Any proceeds recovered as a result of such legal action shall be the sole property of Manufacturer.
（c） （i） In the event Company believes that an unauthorised third party is using a name confusingly similar to the Trade Mark in Japan, Manufacturer and Company shall attempt to agree on a mutually acceptable course of action to be taken to protect or enforce the trademark rights. In the event any such course of action is taken, such action shall be controlled and coordinated by trademark counsel, as chosen by Manufacturer, and Manufacturer and Company shall share equally the costs of taking such action. Any proceeds recovered as a result of such action shall be shared equally by Company and Manufacturer.
（ii） If Manufacturer and Company fail to agree on a course of action, Company may proceed alone to take such action as it deems appropriate to protect or enforce its trademark rights under this Agreement, and Company shall bear all costs of such action. Manufacturer shall provide Company full cooperation to enable Company to enforce its trademark rights under this Agreement; provided, however, Manufacturer shall not involuntarily be made a party to such action. Any proceeds recovered by Company as a result of such action shall be the sole property of Company.
D No Contest （就Distributor主张知识产权的有效性而无异议进行合意）The Distributor acknowledges that it has no ownership right to or interest in any of the Manufacturer's or Seller's patent, trademarks, trade names or any other intellectual property right and undertakes not to contest or claim any right orinterest adverse to the respective owner thereof by virtue of the Distributor's sale of the Products or use under this Agreement of any of the trademarks, trade names or any other intellectual property right and not to do any act which may impair or diminish Seller's or, as the case may be, the Manufacturer's rights in the same.
5. 不可抗力
A Force Majeure （1）（定义）
In this Agreement, “Force Majeure” means any of the following events or circumstances or a combination of such events or circumstances, which （1） are beyond the reasonable control of the Seller, the Buyer or a relevant manufacturer of the Products （the “Affected Party”）,（2） could not, or the consequences of which could not, have been prevented by the exercise of the good industry practice by the Affected Party and （3） affect the ability of the Buyer or the Seller to comply with its obligations under this Agreement:
（i） strikes, industrial action or labour disputes involving the employees of the Affected Party;
（ii） lightning, earthquake, tempest, cyclone, hurricane, whirlwind, storm, flood, drought or lack of water, and other unusual or extreme adverse weather or environmental conditions or actions of the elements, meteorites or objects falling from aircraft or other aerial devices, the occurrence of pressure waves caused by aircraft or other aerial devices travelling at supersonic speeds, fire or explosion, chemical or radioactive contamination or ionising radiation;
（iii） epidemic or plague;
（iv） act of war （whether declared or undeclared）, invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot,bombs, insurrection or other civil commotion; or
（v） sabotage, terrorism or the threat of such acts.
B Force Majeure （2）（一般性免责条款）
Seller shall not be liable in any manner for failure to perform or delay in performing all or any part of this Agreement which is directly or indirectly due to any cause or circumstance beyond Seller's control including, without limitation, acts of God, fire, flood, storms, earthquake, typhoon, tidal wave, plague or other epidemics, governmental laws, orders, regulations, sanctions, or restrictions, war （,whether declared or not）, armed conflict, or the serious threat of the same, hostilities, mobilisation, blockade, embargo, detention, revolution, riot, looting, lockout, strike or other labour dispute, unavailability of transportation or severe economic dislocation.
C Force Majeure （3）（双方当事人可以援用的一般性免责条款。不适用因已经发生的权利、不可抗力而不受影响的义务。）
The obligations of a Party under this Agreement （and the corresponding obligations of the other Party） shall be suspended in whole or in part for the duration of any period during which the ability of that Party to perform any of its obligations under this Agreement is prevented by Force Majeure. Suspension of any obligation pursuant to this Clause shall not affect any rights or obligations which may have accrued prior to such suspension or, if such circumstances affect only some obligations, any other rights or obligations of the Parties.
D Force Majeure （4）（明确对金钱债务不赋予影响）
No obligation to pay any amounts due under this Agreement shall be relieved by Force Majeure but the Buyer's obligations to make payments shall be relieved to the extent that its failure to take delivery of Products is attributable to an event of Force Majeure.
E Force Majeure （5）（发生的通知）
The Party whose ability to perform its obligation under this Agreement has been affected by an event of Force Majeure shall give notice to the other Party promptly after becoming aware of Force Majeure giving details of the circumstances constituting Force Majeure and the likely duration of those circumstances, if known, and shall keep the other Party informed of any changes in such circumstances. Each Party shall also notify the other of any events of which it is aware which may reasonably be expected, with the lapse of time or otherwise, to become Force Majeure.
F Force Majeure（6）（协议条款）
Following receipt of any notice pursuant to Clause 19, the Parties shall consult in good faith to assess the effect of Force Majeure and any ways in which the same might be avoided or its effects mitigated, having regard to each Party's rights and obligations under any relevant contract to which it is a Party.
G Force Majeure （7）（损害防止义务，但只限合理的情形）
The Party whose ability to pertbrm its obligations under this Agreement has been affected by an event of Force Majeure （the 'Affected Party'） shall use all reasonable efforts to avoid or remove the circumstances constituting the Force Majeure and to mitigate the effect of the Force Majeure whilst it subsists and the other Party shall co-operate and provide such assistance as the Affected Party may reasonably request in connection therewith, provided that nothing in this Agreement shall be construed so as to require a Party:
（i） to settle a strike, industrial action or labour dispute; or
（ii） to incur a level of costs to overcome the adverse effects of the Force Majeure which that Party （after taking into account the application of any applicable insurance proceeds） considers in good faith is greater than the expected benefit derived therefrom.
H Force Majeure （8）（规定发生、终了的通知、协议、损害防止义务等）
（a） The affected Party shall, as soon as practicable, but no later than five （5） days alter the date on which such Party learned of the Force Majeure event or the moment when the event of Force Majeure no longer renders it impossible for such Party to perform hereunder.
（b） The affected Party shall give notice to the other Party of the occurrence of such event, such notice to include information about the circumstances, the likely duration of such circumstances （if known）, the extent to which the affected Party will be prevented from or impeded in carrying out any of its obligations under this Agreement and a statement of steps being taken or proposed to be taken or otherwise necessary to remedy such occurrence.
（c） The affected Party shall provide to other Party, its representatives or advisors reasonable support and access for examining such circumstances.（d） The affected Party shall take all reasonable steps to remedy the circumstances giving rise to the Force Majeure event and to minimise the effect of such circumstances upon performance of its obligations under this Agreement.
（e） The affected Party shall advise the other Party regularly of relevant information relating to such circumstances and the effect of such circumstances upon the affected Party's obligations under this Agreement.
I Force Majeure （9）（规定不可抗力的例外）
It is expressly understood that Force Majeure shall not include any of the following events:
（i） economic hardship;
（ii） changes in market conditions; or
（iii） late delivery of raw materials to the facility of Seller, except to the extent such late delivery is itself caused by an event of Force Majeure.
6. 延迟利息条款
A Default Interest （1）（规定确定利率的延迟利息）
If the Buyer fails to make payment of any amount payable hereunder on its due date, the Buyer shall pay interest on such amount in default up to and including the date of actual payment thereof at the rate of ten percent （10 %） per annum.
B Default Interest （2）（以超过根据其他规定确定的利率的方式来规定利率）
In the event of the default by the Buyer in the payment of any installment of the Contract Price or any portion thereof, accrued interest thereon or any other sum payable hereunder when the same becomes due and payable, the Buyer shall pay interest on such amount in default up to and including the date of actual payment thereof at the rate which is two percent （2.0 %） per annum over the interest rate applicable to the then current Interest Period determined pursuant to the foregoing Article 6.4, or if such default is with respect to the final installment payment of the Contract Price or any portion thereof and accrued interest thereon, then two percent （2.0 %） per annum over the rate last determined pursuant to Article 6.4 as if a new Interest Period had commenced to run as from the date of default.
7. 竞业回避条款
A Non Competition（禁止对合资公司的股东竞合的商务）
A Shareholder shall not, and shall ensure that each Affiliate does not, while the Shareholder remains a shareholder of the Joint Venture Company and for two years after the Shareholder ceases to be a shareholder of the Joint Venture Company:
（i） directly or indirectly carry on （whether alone or in a partnership or in a joint venture） or otherwise be concerned with or interested in （whether as a trustee, principal, agent, shareholder, unit holder or inany other capacity whatsoever） any business which is competitive with that of the Joint Venture Company （the 'Non-Compete Business'）;
（ii） solicit or persuade any person or corporation which is a customer or client of the Joint Venture Company to cease doing business with the Joint Venture Company in relation to the Non-Compete Business or to reduce the amount of its business with the Joint Venture Company in relation to the Non-Compete Business;
（iii） accept from any person or corporation which is a customer or client of the Joint Venture Company any kind of custom or business which forms part of the Non-Compete Business; and
（iv） induce or attempt to induce any person who is an employee of the Joint Venture Company or any Affiliate of the Joint Venture Company to terminate his or her employment with the Joint Venture Companyor that Affiliate.
B Restrictions after Termination（要求代理商在契约终了后负有回避竞业义务）
The Distributor shall not for three years after the termination of this Agreement directly or indirectly solicit or transact business in competition with the Seller from or with any of the Seller's customers, clients, agents or suppliers.
8. 契约期间
A Term （1）（规定基本契约期间和期间的自动延长）
（a） This Agreement shall become effective on the date first above written and shall, unless earlier terminated pursuant to Clause 15 hereof, continue for an initial term of five （5） years. （b） Thereafter, unless earlier terminated pursuant to Clause 15 hereof, this Agreement shall be automatically extended for additional periods of two （2） years each unless either Party informs the other Party of its intention to terminate this Agreement at least sixty （60） days prior to the expiration of the initial term or any extension thereof.
B Term （2）（每一年自动延长）
This Agreement starts on the date hereof and remains in force until it is terminated on any anniversary of the Commencement Date by not less than two months' prior written notice by either party to the other.
C Term （3）（每一年自动延长）
The term of this Agreement shall be extended by one year on each anniversary of the date hereof unless at any time either party gives notice to the other that this Agreement shall not be extended.
D Term （4）（从规定的起始截止日期内继续）
The Consultant's employment under this Agreement starts on （date） and shall continue from that date until （date）.
E Term （5）（任何时候都可以自由地解除）
This Agreement starts on 1 January 2000 and shall continue until it is terminated at any time at will by either party.
F Term （6）（含有规定使契约的一部分先生效）
（a） This Agreement shall become effective on
（i） the date hereof in relation to the provisions of Clauses 2, 15 and this Clause 16 and Clauses 21 to 28 （inclusive） ; and
（ii） in relation to the remaining provisions of this Agreement, the date when the conditions precedent set out in Clause 2 are satisfied; and, subject to Clause 17, shall remain in full force and effect for an initial term of three （3） years from the date hereof.
（b） After the initial term referred to in （a）, this Agreement shall be automatically extended for an additional period of two （2） years.
9. 契约解除条款
A Termination （1）（与自然人的契约解除）
The Company shall have the right （in addition to any other rights which it has at law） to terminate this Agreement immediately and without liability for compensation or damages on the happening of any of the following events:
（a） the Consultant fails to comply with any of his express or implied obligations under this Agreement or any document supplemental to it;
（b） the Consultant fails or ceases to perform his duties under this Agreement to Company's reasonable satisfaction;
（c） the Consultant is unable or prevented from carrying out his duties under this Agreement through incapacity or any other cause for any period or periods exceeding a total of ten days in any period of four weeks;
（d） the Consultant becomes of unsound mind or a patient within the meaning of theLaw;
（e） the Consultant is guilty of any grave misconduct or wilful neglect in the discharge of his duties under this Agreement;
（f） the Consultant is guilty of any act which brings the Company into disrepute or which in the Company's reasonable opinion is prejudicial to its interests;
（g） the Consultant dies, becomes bankrupt, has a receiving order made against him, makes any arrangement with his creditors generally or takes or suffers any similar action as a result of debt;
（h） the Consultant is convicted of any criminal offence other than an offence which in the reasonable opinion of the Company does not affect his relation to the Company under this Agreement; or
（i） the Consultant ceases to hold any licence or professional qualification or has his name removed from any register which is or which the Company considers necessary or desirable for the performance of his duties under this Agreement.
B Termination （2）（以对方违反契约为理由在经过治愈期间后解除）
Seller may forthwith terminate this Agreement by notice to such effect to the Buyer if the Buyer commits a breach of any term or condition contained in this Agreement and fails to remedy the same within thirty （30） days after notice from Seller setting out the nature of such breach and demanding that the same be remedied.
C Termination （3）（含Cross-default条款）
Lender may forthwith terminate this Agreement by notice to such effect to Borrower if Borrower fails to pay any money due under any agreement or document other than this Agreement evidencing indebtedness of Borrower or any other event which, with the giving of notice or lapse of time or both, would constitute an event of default under any such agreement or document occurs.
D Termination （4）（含某金额以上的Cross-default）
If any other Public External Indebtedness shall become due and payable prior to the stated maturity thereof following a default or the Borrower shall fail to make the payment of principal in respect of any Public External Indebtedness on the date on which such payment is due and payable or at the expiration of any grace period originally applicable thereto provided that the aggregate amount of the relevant Public External Indebtedness in respect of which one or more of the events mentioned above shall have occurred equals or exceeds U.S.$5,000,000 （or its equivalent in any other currency or currencies）, then the Lender may declare the Loan to be immediately due and payable whereupon the Loan shall become immediately due and payable at their principal amount, together with accrued interest, without any further formality.
E Termination （5）（定义Cross-default）
It is a Default, if any present or future, or actual, prospective or contingent, indebtedness of the Borrower in respect of any financial accommodation in an amount exceeding $500,000 or its equivalent in any other currency including, but not limited to, moneys payable under any guarantee, indemnity, letter of credit or suretyship or any other obligation （whatever called and of whatever nature）:
（i） is or becomes due and payable or is or becomes capable of being declared due and payable before the due date for payment; or
（ii） is not paid when due or upon the expiration of any period of grace which may apply.
F Termination （6）（以当事人的破产、解散决议等为理由）
If:-
（i） one Party suffers any distress, seizure or execution to be levied against it;
（ii） one Party makes or offers any arrangement or composition with creditors;
（iii） any application for bankruptcy or corporate reorganisation or proceedings similar to either of them are filed by or against one Party;
（iv） any petition or receiving order is presented or made against one Party;
（v） any resolution or petition to wind up its business （other than for the purpose of amalgamation or reconstruction） is passed or presented with respect to one Party; or
（vi） a receiver, administrator or administrative receiver is appointed over the undertaking, property or assets of one Party, then without prejudice to any other right or remedy available to the other Party, the other Party may upon notice terminate this Agreement.
G Termination （7）（以当事人的破产、解散决议等为理由）
If:-
（i） an application or order is made, any shareholder resolution is passed or any other material steps are taken for the winding up or dissolution of a Party;
（ii） an application or order is made or any material steps are taken for the appointment over a Party or any asset of a Party of any receiver, provisional liquidator, liquidator, administrator, trustee or any other official manager or similar official; or
（iii） a Party enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them or otherwise becomes regulated under any law in connection with bankruptcy; then without prejudice to any other right or remedy available to the other Party, the other Party may upon notice terminate this Agreement.
H Termination （8） （以股东变更为理由）
If Parent Corporation ceases to be a controlling shareholder of the Borrower, the Lender shall at any time thereafter be entitled to terminate this Loan Agreement on twenty-one （21） days notice to the Borrower.
10. 期限的利益丧失约款
Acceleration（明确解除契约的当事人的债务在一定日期支付）
Upon termination of this Agreement by a Party pursuant to Clause 17, any amounts then remaining outstanding and unpaid to that Party by the other Party under this Agreement shall become immediately due and payable. Amounts owing by the Party so terminating this Agreement shall be payable by that Party when due in accordance with tile terms of this Agreement notwithstanding termination.
11. 解除后的权利和义务
A Effect of Termination（解除前发生的权利依然存续）
The expiration or earlier termination of this Agreement shall not affect
（i） such of its provisions as are expressed to operate or have effect afterwards; or
（ii） any right of action already accrued to either party in respect of any breach of this Agreement by the other party.
B Rights and Obligations after Termination （1）（对代理商实施的初期投资不负责任）
（a） No termination of this Agreement, for whatever reason, shall affect any right or obligation of either Party which has accrued prior to the date of termination.
（b） Manufacturer shall not, by reason of the termination of this Agreement, for whatever reason, be liable to Distributor for compensation, reimbursement or damage on account of anticipated profits or on account of expenditures, investments or commitments made in connection with the establishment, development or maintenance of its business or for any goodwill the Distributor may have or may be deemed to have created for the benefit of Manufacturer.
C Rights and Obligations after Termination （2）（规定解除基本契约的当事人也可以解除与对方的个别契约）
（a） No compensation shall be payable by or to either Party in respect of any termination of this Agreement, provided that termination shall be without prejudice to any rights or remedies which may have accrued to a Party prior to the date thereof, and any provisions of this Agreement necessary for the exercise of such rights or remedies shall survive termination of this Agreement to the extent so required.
（b） The Buyer acknowledges that if this Agreement is terminated by the Seller pursuant to Clause 17, the Seller may cancel any outstanding purchase contracts made prior to the date of the termination.
D Consequences of Termination （1）（契约解除后禁止使用商号）
The Distributor shall not after the termination of this Agreement use or claim any right in any of the Manufacturer's trading style, name, logo, trade mark, pattern or design or so resembling any of them as to be likely to cause confusion or deception.
E Consequences of Termination （2）（继续性契约解除的同时可以解除还没有交货的个别买卖契约）
The Manufacturer may without any liability cancel any contract for the sale of the Products to the Distributor in respect of which delivery has not then been made.
F Consequences of Termination （3）（代理商可以买下商品）
On the termination of the Agreement the Manufacturer may repurchase all or any of the Distributor's unsold stock of the Products at the prices originally invoiced less any deduction for any damage or deterioration of the Products （including fair wear and tear） and any expenses incurred by the Manufacturer in the handling, carriage, insurance or resale of the Products.
G Consequences of Termination （4）（规定要求Licensee处理样本等的权利）
On the termination of this Agreement the Licensee shall at its own expense promptly withdraw and return to the Licensor or otherwise dispose of as the Licensor instructs all samples, publicity material or other documents relating to the Licensed Products which the Licensee has in its possession or under its control.
H Continued Sale（明确允许代理商销售库存并不意味着契约的继续）
Any continued sale of the Products by the Distributor shall not be construed as a continuation of this Agreement.
12. Indemnity
A Indemnity （1）（在契约被解除的情况下，规定违反契约的当事人对解除契约的当事人所蒙受的损失负有补偿的义务）
Without prejudice to the provisions of Article 7.1, the Party in default shall indemnify the terminating Party and hold the terminating Party harmless from and against any damages, losses, costs, charges, or expenses, whatsoever, legal or otherwise, including, without limitation, reasonable attorney's fees, which the terminating Party may sustain, suffer or incur as a consequence of any event of default enumerated in Article 7.
B Indemnity （2）（明确补偿义务在解约后并不消失，依然存在）
Each indemnity-in this Agreement is a continuing indemnity, separate and independent from the other obligations of the Parties and survives the termination of this Agreement.
C Indemnity （3）（在企业买卖契约中卖方对买方补偿一定的损失）
The Vendor undertakes to the Purchaser to compensate the Purchaser in full on demand for any depletion of the assets sold to the Purchaser resulting from:
（i） any matter which gives rise to a claim by the Purchaser against the Vendor pursuant to clause 12; or
（ii） the payment by the Purchaser of any tax or duty of any kind assessed, charged or recovered on or from the Purchaser in respect of any period prior to the date of Sale or the disallowance of claims or reliefs from taxation or duties given or due to the Purchaser in respect of any such period, except （in each case） those which have been disclosed in writing to the Purchaser.
13. 损害赔偿额的约定
Liquidated Damages（相对于Capacity shortfall的例子。以Liquidated Damages支付明确Capacity shortfall的免责）
If, as a result of the Operator's breach or non-performance of any of its obligations hereunder, there is a Capacity Shortfall in any month during the term of this Agreement, the Operator shall pay daily liquidated damages to the Owner for the Capacity Shortfall in the amounts set forth in Schedule A hereto. The liquidated damages paid by the Operator to the Owner with respect to any Capacity Shortfall shall fully indemnify the Owner for damages caused to the Owner by the Capacity Shortfall in question and the Operator shall have no further liability related thereto.
14. 间接损害
A Remote Damages（规定间接损害的免责）
Save to the extent expressly provided in this Agreement, neither Party shall be liable to any remote, special, consequential or indirect loss or damage including, but not limited to, injuries to persons, damage of property or loss of profits, incurred by or claimed against the other Party.
B Consequential Damages（1）（规定间接损害的免责）
Seller shall not （for the avoidance of doubt） be liable to compensate the Buyer for any indirect or consequential loss suffered by the Buyer including, without limitation, any loss of profit or goodwill.
C Consequential Damages （2）（否定间接损害，但要求当事人负有防止损害的义务）
in no circumstances shall any Party hereunder be liable towards any other Party for consequential, incidental, special or indirect loss or damages, including liability for loss of use of the facility, loss of profits, interest, product or business interruption, increased costs of operations and maintenance or staffing needs, however the same may be caused. Each of the Parties shall take all reasonable steps to mitigate all such loss or damages upon and after becoming aware of any event which could reasonably be expected to give rise to such loss or damages.
15. 规定契约条款的部分效力在契约终了后继续生效的条款
A Survival（以某个特定的条款为对象）
The obligations contained in this Section 10 shall survive the termination of this Agreement for whatever reason.
B Effect of Termination（以已经规定了存续的条款为对象）
The expiration or earlier termination of this Agreement shall not affect
（i） such of its provisions as are expressed to operate or have effect afterwards; or
（ii） any right of action already accrued to either party in respect of any breach of this Agreement by the other party.
C Survival（不单是特定的条款，也以在解释中存在应该存续的条款为存续的对象）
The provisions of this Agreement which by their express terms or by necessary implication are reasonably intended to survive the termination, cancellation, completion or expiration of this Agreement, including Article 12, Article 14 and Article 15 and any express limitations of or releases from liability, shall continue as valid and enforceable obligations of the Parties notwithstanding any termination, cancellation, completion or expiration hereof.
16. 解除权的放弃
Waiver of Right of Termination
Save as expressly provided in this Clause 17, neither Party shall have any right to terminate this Agreement and each Party waives any such right which may arise by operation of law or otherwise hereunder.
17. 仲裁条款
Arbitration （规定以London Court of International Arbitration仲裁程序为准）
（a） Any dispute under, pursuant to or in connection with this Agreement shall be referred to arbitration by three （3） arbitrators in accordance with the rules for the time being in force of the London Court of International Arbitration.
（b） Each of the Parties shall appoint an arbitrator. The third arbitrator shall be agreed between the Parties or, in default of agreement within fourteen （14） days of receipt of the notice requiring reference, appointed by the President for the time being of the London Court of International Arbitration. If a Party to the dispute fails to appoint an arbitrator within fourteen （14） days of receipt of the notice requiring reference, the other Party to the dispute may request that the relevant arbitrator be appointed by the President for the time being of the London Court of International Arbitration.
（c） The place of arbitration shall be in London, and the arbitration shall be conducted in English.
（d） The costs of such arbitration shall be borne as the arbitrators shall decide.
（e） The decision of the arbitrators shall be definite, final and irrevocable, not subject to any regular or extraordinary means of appeal and will constitute an enforceable deed not being required to be pronounced as such by the courts, and the Parties exclude any right of appeal to any court which would otherwise have jurisdiction.
18. 裁判管辖条款
A Exclusive Submission to Jurisdiction （指定服从Exclusive jurisdiction并接受诉状的代理人，并规定主权免除）
（a） Each of the parties irrevocably submits to the exclusive jurisdiction of the courts of .
（b） Seller appoints [name and address of agent for service in ] in relation to proceedings in as its agent to receive service of any legal process on its behalf without excluding any other means of service permitted by the law of the relevant jurisdiction.
（c） Each Party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
（d） Each Party irrevocably waives any immunity in connection with its obligations under this Agreement which that Party may acquire from the jurisdiction of any court or any legal process for any reason including, but not limited to, the service of notice, attachment prior to judgment, attachment in aid of execution or execution.
B Non-exclusive Submission to Jurisdiction （服从Non-exclusive jurisdiction，在具有管辖权的任何法院提起诉讼都可以）
The Borrower hereby irrevocably submits to the non-exclusive jurisdiction of the courts of England in respect of all matters arising under this Agreement and for such purposes hereby irrevocably appoints as its authorized agent in England on whom process may be served in any action which may be instituted against the Borrower by the Lender in the said jurisdiction arising out of or relating to this Agreement. Such appointment shall be irrevocable so long as any portion of the principal of the Loan, interest accrued thereon or any other sum payable hereunder remains outstanding and unpaid until the appointment of a successor （consented to by the Lender） as the Borrower's authorised agent hereunder and such successor's acceptance of such appointment. The Borrower shall take any and all action including the filing of any and all documents and instructions that may be necessary to continue such appointment in full force and effect as aforesaid. Notwithstanding the foregoing, the Lender, its successors or assigns may institute an action in any competent court of England or in any other court having jurisdiction over the Borrower or any of its assets at the sole election of the Lender, its successor or assigns.
19. 支付通货条款
A Judgment Currency （1）（用美元以外的通货支付债务的情形中，规定：如果进行交换后还没有达到当初美元的金额，债权人将取得金额不足部分的债权，债务人应当负有支付不足金额部分的义务）
The specification of US Dollars is of the essence and US Dollars shall be the currency of account and of payment ii1 all events. The payment obligation hereunder shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to US Dollars and transfer to the Lender under normal banking procedures does not yield the amount of US Dollars due hereunder. In the event that any payment, whether pursuant to a judgment or otherwise, upon such conversion and transfer does not result in payment of such amount of US Dollars to the Lender, the Lender shall be entitled to demand immediate payment of, and shall have a separate cause of action for, the US Dollar deficiency.
B Judgment Currency（2）（双方当事人共同持有权利）
Each Party agrees to indemnify the other Party against any loss incurred by such
other Party as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency （the “Judgment Currency”） other than Sterling and as a result of any variation as between （i） the rate of exchange at which such Sterling amount is converted into the Judgment Currency for the purpose of such judgment or order, and （ii） the rate of exchange at which such other Party is able to purchase Sterling on the Business Day following actual receipt by such Party of any sum adjudged or ordered to be so due in the Judgment Currency with the amount of the Judgment Currency actually received by such Party. The foregoing indemnity shall constitute a separate and independent obligation of each Party hereunder and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
20. 专家鉴定
A Reference to an Expert of Disputes of a Technical Nature（Expert不是作为仲裁人，而是作为专家进行判断）
（a） Notwithstanding the terms of Clause 20 above concerning arbitration, if a dispute arises in connection with the interpretation, performance or non- performance of any of the provisions of this Agreement which are stated to be subject to, or to be capable of, determination by a technical expert, either Party may submit the matter for expert resolution by a person （the “Expert”） to be agreed between the Parties or, ill default of agreement within fourteen （14） days of receipt of a notice requesting that the dispute in question be submitted to an Expert, to be appointed on the application of either Party by the President of the Institute of Chartered Accountants of England and Wales.
（b） The Party wishing the appointment of an Expert to be made shall give notice to that effect to the other Party and such notice shall give details of the matter which it is proposed shall be resolved by the Expert. Upon an Expert being agreed or selected pursuant to （a） above, the Parties （or either Party） shall immediately notify such Expert of such selection and the proposed terms of his appointment （such terms to include, among other things, an undertaking from
the Expert that such Expert will not during the term of his appointment accept many duty or acquire or agree to acquire any interest which conflicts with or may conflict with his function under such appointment） and shall request such Expert to confirm within thirty （30） days whether or not such Expert accepts the appointment on the terms proposed.
（c） If such Expert does not accept such appointment on the terms proposed or shall not have confirmed acceptance of such appointment within a period of thirty （30） days and the Parties are not able to agree upon different terms for the Expert from those previously proposed or are not able to agree upon the appointment of another Expert, then this Clause shall cease to govern the matter concerned, whereupon either Party may refer the matter to arbitration pursuant to Clause 20.
（d） The Expert shall be deemed not to be an arbitrator but shall make his decision as an expert.
（e） The determination of the Expert shall be final and binding upon the Parties.
（f） The costs and expenses of the Expert shall be borne equally by the Parties.
B Independent Expert（要求当事人首先要通过对话协商解决）
All disputes regarding technical and operational matters arising in connection with this Agreement, shall, if possible, be finally settled amicably by negotiations between the Parties. If any such dispute is not so settled within twenty （20） calendar days after it has arisen, any Party may, by giving of written notice making express reference to this Section, submit the issue to the decision of an independent expert （the “Independent Expert”） and shall propose to the other
Party three （3） candidates from such list of candidates as shall be agreed upon by the Parties. The other Party shall select one person from the three （3） names submitted to act as the Independent Expert. Each Party shall pay its own costs in connection with this procedure, and the cost for the services of the Independent Expert shall be borne by both Parties equally. Within thirty （30） days following the notification that a dispute has been submitted for the review of the Independent
Expert, each Party shall provide the Independent Expert with the information in its possession regarding the disputed matter. The Independent Expert may convene a meeting of the Parties, whether jointly or separately, in order to establish the specific points in the controversy and may request necessary supplementary information. The Independent Expert shall issue his decision within thirty （30） days following the conclusion of the proceeding, which proceeding may not exceed ninety （90） days from the date of its initiation, unless otherwise agreed to by the Parties. The decision of the Independent Expert shall be final and binding on the Parties.
21. 规定在纷争解决程序中契约依然依照以前进行履行的条款
A Continuing of Obligations during Dispute Resolution
Notwithstanding any dispute, this Agreement shall remain in full force and effect during any period as may be necessary to settle such dispute under clause 28, and the Parties shall continue to act in all respects in accordance with this Agreement. No payments due or payable shall be withheld pending resolution of the dispute.
B Obligations during Arbitration or Expert Determination
Recourse to any of the procedures for dispute resolutions in Clause 21 shall not have a suspensive effect on the right and obligations of the Parties under or pursuant to this Agreement. Consequently, the Parties shall continue to exercise their rights and to perform and carry out their obligations under and pursuant to this Agreement, in each case as if there were no recourse to any such procedure, and during the entire period of such procedure.
22. 定义条款
A Definitions （1）
（a） When used in this Agreement, the following terms have the following respective meanings:
‘…’ means….
‘…’ means….
（b） Words and expressions used in this Agreement have the same meaning as in the Principal Agreement.
B Definitions （2）（使用其他契约书定义的语言）
Terms defined in the Supply Contract and not otherwise defined herein shall, when used herein, have the same meaning as specified in the Supply Contract.
23. 解释原则条款
A Interpretation Clauses （1）（各种解释原则）
（a） References:
In this Agreement, unless the context otherwise indicates:
（i） references to Clauses and Schedules are to the relevant clauses and schedules of this Agreement;
（ii） references to words importing the singular shall include the plural and vice versa;
（iii） references to words importing any gender shall include any other gender;
（iv） references to any Party shall include the successors and permitted assigns of that Party;
（v） references to any law shall include all regulations and other instruments thereunder and all consolidations, amendments, reenactments, modifications, codifications or replacements thereof; and
（vi） any reference to any agreement, deed, instrument, licence, code or other document of any description shall be construed, at the particular time, as a reference to that agreement, deed, instrument, licence, code or other document as the same may then have been amended, varied, supplemented, modified, suspended or novated. References to DDP, CIF and EXW shall be to those terms as defined in Incoterms 2000, provided that in the event of a conflict with this Agreement, the provisions of this Agreement shall prevail between the parties.
（b） Headings:
The headings and captions in this Agreement are inserted solely for the sake of convenience and shall not affect the interpretation or construction of this Agreement.
（c） Schedules:
The Schedules to this Agreement form part of the Agreement and are incorporated herein as an integral part of this Agreement.
B Interpretation Clauses（2）
In this Agreement, unless the context otherwise requires:
（i） headings and boldings are for convenience only and do not affect the interpretation of this Agreement;
（ii） words importing the singular include the plural and vice versa;
（iii） words importing a gender include any gender;
（iv） an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency;
（v） a reference to a clause, Party, annexure, exhibit or schedule is a reference to a clause of, and a Party, annexure, exhibit and schedule to, this Agreement;
（vi） a reference to this Agreement includes any annexure, exhibit and schedule to this Agreement;
（vii） a reference to any law, statute, regulation, proclamation, ordinance or by-law includes any law, statute, regulation, proclamation, ordinance or by-law varying, consolidating or replacing it;
（viii） a reference to a law or a statute includes any regulation, proclamation, ordinance and by-law which is issued or promulgated under that law or statute;
（ix） a reference to a document includes any amendment or supplement to, or replacement or novation of, that document;
（x） a reference to a Party to an agreement or document includes any successor or permitted assign of that Party;
（xi） a reference to an agreement includes an undertaking, deed, agreement or legally enforceable arrangement or mutual understanding whether or not it is evidenced in writing;
（xiii） a reference to a document includes any agreement which is evidenced in writing or any certificate, notice, instrument or any other document of any kind;
（xiii） a reference to a month is a reference to a calendar month; and
（xiv） a reference to a body other than a Party to this Agreement （including without limitation, an institute, association or authority）, whether statutory or not- （A） which ceases to exist; or （B） whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions
C Interpretation Clauses （3）（包含其他契约书的定义规定）
In this Agreement, unless the contrary intention appears:
（i） The terms “hereby”, “herein”, “hereof”, “hereto”, “hereunder” and any similar terms shall refer to this Agreement, and the term“hereafter” shall mean after, and the term “heretofore” shall mean before, the date of this Agreement.
（ii） Words importing the singular number shall mean and include the plural number and vice versa.
（iii） Any notice provided for herein shall be in writing unless otherwise specified.
（iv） The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without being limited to”.
（v） All references in this Agreement to numbered Articles, Sections and Schedules and lettered Appendices and Exhibits are references to the Articles and Sections of this Agreement and the Schedules, Appendices and Exhibits to this Agreement （which are and shall be deemed a part of this Agreement）.
（vi） Any reference to this Agreement or another instrument includes any variation, amendment or replacement of any of them unless otherwise specified.
（vii） Any reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.
（viii） In computing any period fixed by this Agreement, a day means a calendar day unless otherwise specified or unless a Business Day is specified, but if the last day of such period falls on a non-Business Day, such period shall be extended to the next Business Day.
（ix） Terms defined in the Supply Contract and not otherwise defined herein shall, when used herein, have the same meaning as specified in the Supply Contract.
24. 效力发生的要件
A Conditions prior to Disbursements （规定Loan Agreement中贷款条件）（a） The obligations of the Lender hereunder to make the Advance shall be conditioned upon fulfilment of the following not later than 2000:
（i） That the Lender shall have received prior to 2000 the following in form and substance satisfactory in all respects to the Lender and its legal counsel and certified in such manner as the Lender shall require:
（A） A letter issued by the Central Bank of approving the transaction contemplated under this Agreement; and
（B） A letter of guarantee issued by guaranteeing the Borrower's execution, delivery and due and faithful performance of this Agreement; and
（ii） That under this Agreement, there is no Event of Default or any event which, on the giving of notice or lapse of time or both, would constitute an Event of Default or there exists in the determination of the Lender any unusual or exceptional circumstances or event which would materially affect the Borrower's financial position or operational ability or capacity to perform its obligations hereunder.
（b） In the event that any one or more of the conditions to be satisfied prior to disbursement of the Advance set out in the foregoing （a） have not been satisfied on or before 2000, unless the Lender waives such condition（s）, this Agreement shall become void and of no further force or legal effect.
B Conditions Precedent（不仅限于个别条件满足的时期，将视为所有的条款同时满足）
All of the events and deliveries identified in the foregoing part of this Caluse 6.1 shall be deemed to occur simultaneously on the Settlement Date, and no one event or delivery shall be deemed completed until all are completed. Without limiting the generality of the foregoing, no event or delivery contemplated in this Clause 6.1 shall take effect and Settlement shall be deemed not to have occurred until the Vendor has received verification of receipt into the Vendor's nominated account of the Purchase Price and any other amounts payable by the Purchaser to the Vendor at Settlement.
25. 转让
A Assignment （1）
（a） This Agreement shall be binding on and enure to the benefit of the Company and the Consultant, and their respective successors and permitted assigns.
（b） The Consultant shall not assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Borrower therefor （which consent shall not be unreasonably withheld）. Any attempted assignment without such consent shall be null and void.
B Assignment （2）（也禁止Sub-licence）
This Agreement is personal to the Licensed User who may not without the Licensor's prior written consent:
（i） assign or dispose of it;
（ii） part with any interest in it; or
（iii） grant any licence or delegate any of the rights conferred by it.
C Assignment （3）（Licensee的事业转让时，在通知的前提下也可以转让契约）
If the Licensee's business or any part 0f it （being a part concerned in the manufacture or sale of the Products） is transferred to any other company, the Licensee may assign its rights and obligations under this Agreement to that other company after giving one month's written notice to the Licensor.
26. 关于赋予同意的条款
A Consent may be Withheld（在必须取得对方同意的条款里，赋予该对方没有理由而可以拒绝同意的权利）
Where it is necessary to obtain the consent of a Party under a provision of this Agreement:
（i） the Party may give or withhold its consent in its absolute discretion; and
（ii） the Party may give its unconditional consent or may give its consent subject to such conditions as it sees fit to impose, except to the extent that the relevant provision expressly states otherwise.
B Consent not to be Unreasonably Withheld（在有关转借许可中，不得没有理由而拒绝同意且拖延该判断）
The Lessee must not sublet the whole of the Property without the consent of the Lessor, whose consent may not be unreasonably withheld or delayed.
C Consents about Advertisements（不得没有理由而拒绝同意）
No placard, poster, writing, drawing or any other thing shall be added to the Machine or placed on it without first obtaining the Owner's written consent, which shall not be unreasonably withheld except where the addition is of an illegal, indecent or immoral character.
27. Representations and Warranties
A Representations and Warranties （1）（以借入人的角度）
The Borrower represents and warrants to the Lender that:
（i） The Borrower is duly organised and validly existing and in good standing under the laws of
（ii） The Borrower has the full power to carry on the business currently carried on by it and has the legal power and authority to execute, deliver and perform this Agreement and the other instruments, documents and agreements called for hereby;
（iii） This Agreement does and will constitute legal, valid and binding obligations of the Borrower enforceable in accordance with its terms and none of those terms or any of the procedures contemplated by any of the provisions hereof is in contravention of or is illegal, void, voidable, prohibited or unenforceable under the laws of
（iv） Any consent, licence, approval, or authorisation of, or registration or declaration with any regulatory authority, bureau or agency, including, without limitation, the Central Bank of required in connection with the execution, delivery performance, validity, legality, or enforceability of this Agreement and any other instrument, document, or agreement called for hereby has been obtained or made and is valid and subsisting;
（v） The Loan shall be used as construction fund for the Borrower's new oil refining facilities and for no other purpose;
（vi） The Borrower is not in default under any agreement to which it is a party or subject, or by which it is bound, and there is no litigation, arbitration or administrative proceedings of or before any court or governmental authority presently pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Borrower's assets which would have a material adverse effect on the financial condition of the Borrower or its operations or impair the right of the Borrower to carry on its business substantially as now conducted or the ability of the Borrower to pay, when due, the principal of and interest on the Loan and any other sums of outstanding indebtedness that may become due and owing under this Agreement and such of the other instruments, documents, or agreements called for hereby to which it will become a party and the Borrower has complied with all applicable laws and regulations of all governmental authorities having jurisdiction over the Borrower and its assets;
（vii） The execution, delivery, and performance of this Agreement and such of the other instruments, documents or agreements called for hereby to which the Borrower will become a party will not breach or contravene any order of any court or agency of government or any provisions of existing law;
（viii） The Borrower is not in default in the payment or performance of any of its obligations for borrowed money, and no event which would constitute an event of default with respect thereto or an event of default, whether or not any requirement for notice or lapse of time （or both） or any other condition has been satisfied, has occurred and is continuing with respect to the Borrower;
（ix） The obligations of the Borrower under this Agreement and the relevant documents constitute the direct, unconditional and general obligations of the Borrower, and rank in all respects （save in respect of statutory preferential debts） at least pari passu with all other outstanding unsecured or unsubordinated indebtedness from time to time issued, created or assumed by the Borrower;
（x） The Borrower has not given or permitted to exist any security （by lien, pledge, mortgage or other charge） for its assets;
（xi） The copies of the documents produced and delivered or to be produced and delivered to the Lender pursuant to the provisions of this Agreement are, or will on the date of such production and delivery be true, complete, and accurate copies of the originals, and there are and will be no other documents or verbal agreements or arrangements, express or implied, not disclosed to and approved by the Lender which would adversely affect the transactions evidenced by such documents of by this Agreement; and
（xii） The Borrower has no right of immunity from legal proceedings in any jurisdiction on the grounds of the sovereign status of any country, state or political subdivision thereof in respect of any matters arising out of or relating to its obligations under this Agreement and to the extent that the Borrower may be or becomes entitled to any such right of immunity from such proceedings, it hereby irrevocably waives such right for the benefit of the Lender.
B Representations and Warranties （2）（保证人（官方机构）的角度）
The Guarantor hereby represents and warrants that:
（i） The Guarantor has full power and authority to enter into this Guarantee and to exercise its rights and perform its obligations hereunder and all action required to authorise the execution of this Guarantee and the Guarantor's performance of its obligations hereunder has been duly taken;
（ii） This Guarantee constitutes the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms;
（iii） Under the laws of , there is no tax imposed （whether by withholding or otherwise） on or by virtue of the execution and delivery of the Guarantee, the performance or enforcement hereof, any payment required to be made hereunder or in order to render the Guarantee admissible in evidence;
（iv） The waiver of immunity by the Guarantor herein is legal, valid, binding and enforceable and the Guarantor is not entitled to claim for itself or any of its assets any right of immunity from suit, execution, attachment prior to judgment, attachment in aid of execution or any other legal process with respect to its obligations under this Guarantee in any jurisdiction, including, without limitation,
（v） All acts, conditions and things, which are necessary or advisable to be done, fulfilled or performed in connection with the execution, delivery or performance of this Guarantee, the legality, validity and enforceability hereof and the admissibility in evidence in of this Guarantee have been duly done, fulfilled and performed and are in full force and effect;
（vi） This Guarantee is in proper legal form under the laws of for enforcement in the courts of
（vii） It is not necessary to file, register or otherwise record this Guarantee in any court, public office or elsewhere in or to pay any stamp, registration or similar tax on or in relation to this Guarantee to ensure the validity, legality, effectiveness, enforceability or admissibility in evidence hereof;
（viii） The Guarantor is subject to civil and commercial law with respect to its obligations under this Guarantee. The execution and delivery of this Guarantee constitute, and the Guarantor's performance of and compliance with its obligations under this Guarantee will constitute, private and commercial acts rather than public or governmental acts; and
（ix） In any proceedings in to enforce this Guarantee, the choice of law as the governing law hereof will be recognised and such law will be applied, the irrevocable submissions of the Guarantor to the jurisdiction of the District Court and the courts of England and the appointment by the Guarantor of the Guarantor's process agent in and England are legal, valid, binding and enforceable and any judgment obtained in or England will be recognised and enforceable against the Guarantor and its assets in .
C Representations and Warranties（除过契约中明确规定的，并非是因信赖Representations 和 Warranties而缔结契约）
The Buyer acknowledges that it has not entered into this Agreement in reliance on any representations or warranties other than those contained in this Agreement and the letter of disclosure mentioned in clause 13.
28. 视为Representations被重复的条款
Survival of Representations
All representations and warranties shall be deemed made on the date hereof and on the date of disbursement of the Loan and shall survive such disbursement date.
29. Affirmative Covenants
A Affirmative Covenants （1）（积极地约定）
From and after the date of signature of this Agreement and until such time as the principal of the Loan, interest accrued thereon and any other sum payable hereunder shall have been fully paid and there shall remain nothing owing by the Borrower to the Lender under this Agreement, the Borrower covenants that:
（i） The monies borrowed pursuant to this Agreement shall be utilised by the Borrower solely for the purpose of research and development of new machinery;
（ii） The Borrower shall punctually pay all amounts due under this Agreement at the time and on the dates specified herein and shall duly perform and observe all of its other obligations under this Agreement;
（iii） The Borrower shall furnish to the Lender:
（A） Copies （certified by a duly authorised officer of the Borrower） of the Borrowers unaudited financial statements consisting of a balance sheet and profit and loss statement within fifteen （15） days after the end of each quarter;
（B） Copies （certified by a duly authorised officer of the Borrower） of the Borrower's audited annual financial statements consisting of a balance sheet as of the end of such fiscal year and a profit and loss statement for such fiscal year within ninety （9o） days after the close of each of the Borrower's fiscal years; and
（C） Such other information with respect to the Borrower's financial condition and operations as the Lender may from time to time reasonably request;
（iv） The Borrower shall duly pay all its indebtedness and perform all its contractual obligations promptly pursuant to agreements to which it is a party or by which its assets may be bound;
（v） The Borrower shall duly pay and discharge all taxes, assessments and governmental charges upon it or against its properties prior to the date on which penalties attach thereto, unless and to the extent only that the same shall be contested in good faith and by appropriate proceedings by the Borrower, adequate reserves having been set aside for the payment thereof;
（vi） The Borrower shall maintain, with financially sound and reputable insurance companies or associations, insurance of the kinds, covering the risks and in the relative proportionate amounts usually carried by companies engaged in businesses similar to that of the Borrower in the Borrower's country;
（vii） The Borrower shall permit the Lender, or its appointed representative, to examine and make extracts from the accounts, books, ledgers and other records of the Borrower whenever the Lender shall so request, and all such accounts, books, ledgers and other records shall be made available to the Lender, or its appointed representative, promptly upon request;
（viii） The Borrower shall, promptly upon becoming aware thereof, notify the Lender of the occurrence of any Event of Default or occurrence of any event which, with the giving of notice or lapse of time or both, would constitute an event of default or breach under any other agreement to which the Borrower is a party or by which its assets may be bound; and
（ix） If the Borrower creates or permits to subsist any encumbrance upon any of its properties, assets or revenue whether now owned or hereafter acquired, it shall ensure that all the obligations of the Borrower hereunder shall be immediately secured upon the same assets equally and ratably with the other obligations secured thereon; provided, however, that the terms of this paragraph （ix） do not apply to the following:
（A） encumbrance arising by operation of law;
（B） encumbrance granted with the prior written consent of the Lender; or
（C） encumbrance to secure short term borrowings, namely, borrowings which are payable on demand or not more than one （1） year after first being incurred and whose maturity may not be extended beyond the end of such year at the option of the Borrower.
B Affirmative Covenants （2）（由保证人（官方机构）积极地约定）
The Guarantor covenants and agrees that from the date of this Guarantee and for so long as any of the Guaranteed Obligations remain outstanding it shall:
（i） obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all approvals, authorisations, consents and licences required by applicable law to enable it lawfully to enter into and perform its obligations under this Guarantee or to ensure the legality, validity, priority, enforceability or admissibility in evidence of this Guarantee in the Buyer's country;
（ii） furnish the Seller upon request with such information as the Seller shall reasonably request regarding the economy of the Buyer's country including, but without limitation, the balance of payments, trade balance, external debt and foreign exchange reserves, such information to be kept strictly confidential by the Seller;
（iii） ensure that at all times the claims of the Seller against it under this Guarantee rank at least pari passu with the claims in respect of External Indebtedness of all its other unsecured creditors save those whose claims are preferred by any bankruptcy insolvency, liquidation or other similar laws of general application. For purpose of this Guarantee, External Indebtedness means indebtedness which is:
（A） expressed or payable in a currency other than the lawful currency of the Buyer's country or
（B） owed to any person that is organised under the laws of or is a citizen of a country other than the Buyer's country; and
（iv） if any encumbrance is created on all or any of the present or future assets or revenues of the Guarantor, as security for any External Indebtedness, which will or might result in a priority for the benefit of the creditor of such External Indebtedness in the allocation, realisation or distribution of foreign exchange, the Guarantor shall ensure that such encumbrance shall, unless the Seller shall otherwise agree, ipso facto and at no cost to the Seller, equally and ratably, secure the Guaranteed Obligations and the Guarantor in creating or permitting; the creation of such encumbrance shall make express provision to that effect; provided, however, that if for any constitutional or other legal reason such provision cannot be made with respect to any encumbrance created on assets of any of its political or administrative subdivisions, the Guarantor shall promptly and at no cost to the Seller secure the Guaranteed Obligations by any equivalent encumbrance on other assets satisfactory to the Seller. This paragraph shall not apply to an encumbrance created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property or solely as security for indebtedness of the Buyer for money obligations incurred for the purpose of financing the purchase of such property.
30. Negative Covenants
Negative Covenants（不作为约定）
From and after the date of signature of this Agreement and until such time as the principal of the Loan, interest accrued thereon and any other sum payable hereunder shall have been fully paid and there shall remain nothing owing by the Borrower to the Lender under this Agreement, the Borrower shall not, without the prior written consent of the Lender:
（i） Declare or pay any dividend in respect of any of its fiscal years ending after the date hereof which would in the aggregate exceed the net profit （after payment of all taxes） accumulated as of the end of such fiscal year;
（ii） Make any substantial alteration in the nature of its business as it is being carried on as of the date hereof or transfer or dispose of all or substantial part of its assets: or
（iii） Create, incur, assume, guarantee or permit to exist any mortgage, charge, pledge, lien or other encumbrance, whether senior or subordinate, fixed or floating, on the whole or any part of its property or assets except for short term debt incurred for money borrowed from commercial banks in the ordinary course of business or debts incurred by way of seller's credits for goods, installment purchases or other similar arrangements made in the ordinary course of business.
31. 修正条款
A Amendments （1）（仅负有义务的当事人署名）
This Agreement may not be amended, changed or modified in any manner, except by an instrument in writing signed by a duly authorised representative of the Party against whom enforcement is sought.
B Amendments （2）（双方当事人署名）
This Agreement shall not be amended, changed or modified in any manner, except by an instrument in writing signed by a duly authorised representative of each of the parties hereto or their respective successors or permitted assigns, as the case may be.
C No Variation（双方当事人署名）
Except as expressly provided for in this Agreement no variation or amendment of this Agreement or oral promise or commitment related to it shall be valid unless committed to writing and signed by. or on behalf of both parties.
32. Proprietary Rights
A Proprietary Information（明确信息的所有权归属卖方，即制造者所有）It is expressly understood and agreed that all information furnished by Seller or Manufacturer to Buyer during the term of this Agreement, including, without limitation, all drawings, plans, data, instructions, hardware and software, whether furnished in writing, orally or in physical configuration, is the proprietary information and constitutes the trade secrets of Seller or Manufacturer, respectively, and shall not be used by Buyer for any purpose other than the promotion and advertising of and solicitation of orders for the Products in the Territory, reproduced in any form or disclosed to any third party without the prior written consent of Seller or Manufacturer, as the case may be.
B Proprietary Rights （1）（限定信息等的使用只限于契约目的范围）
Except as required for the purposes of this Agreement the Distributor shall not in any way use or claim any right in any of the Manufacturer's trading styles, names, logos, trade marks, patterns or designs or so resembling any of them as to be likely to cause confusion or deception.
C Proprietary Rights （2）（要求代理商不加改变销售该产品）
The Distributor shall sell the Products in the same condition as they are received by it and not deface or alter the Products or their packaging, remove or modify any labels, instructions, trade marks or identifying insignia applied to or furnished in connection with the Products or affix to the Products or their packaging any labels or signs not previously approved in writing by the Manufacturer.
33. 秘密保持条款
A Confidentiality （1）
Neither Party shall communicate to third parties the contents of this Agreement or other confidential information or documents which may come into the possession of such Party in connection with the performance of this Agreement without the prior written consent of the Party providing the same. This restriction shall not, however, apply to the contents of this Agreement, information, or documents which:
（i） have entered into the public domain otherwise than through the act or failure to act of the Party receiving them hereunder;
（ii） are communicated to:-
（A） the Party's shareholders, any affiliate of either Party or any affiliate of the Party's shareholders, provided that any such recipient is obliged to maintain confidentiality;
（B） persons participating in the implementation of the project of which this Agreement forms an integral part, such as legal counsel, accountants, other professional, business or technical consultants and advisers, underwriters or lenders provided that any such recipient is obliged to maintain confidentiality;
（iii） any governmental agency or other competent authority having jurisdiction over the Parties or any of the Party's shareholders （or any affiliate of any of the foregoing） provided that such agency or competent authority has authority to require such disclosure and that such disclosure is made in accordance with that authority; or
（iv） any expert, arbitrator or court to which any dispute between the Parties has been referred.
B Confidentiality （2）
Without prejudice to the other provisions of this Agreement, neither Party shall at any time, whether before or after the expiry or earlier termination of this Agreement, divulge or suffer or permit its officers, employees, agents or contractors to divulge to any person any commercial or technical confidential or proprietary information relating to this Agreement or which may be provided to such Party by the other Party pursuant to this Agreement or otherwise concerning the operations, agreements, contracts, commercial or financial arrangements or affairs of the other Party （together “Confidential Information”）. Notwithstanding the foregoing, such Party may disclose the Confidential Information:
（i） to its own officers, employees, agents, servants or subcontractors （provided such Party shall have previously obtained from such persons a satisfactory written undertaking substantially in the form of the confidentiality undertaking of such Party hereunder） to the extent necessary to enable it to operate, maintain, repair and renew the facility, or cause others to do the same, pursuant to this Agreement;
（ii） when required to do so by law, or to any governmental authority or stock exchange entitled to require its disclosure;
（iii） to the extent that the Confidential Information has, except as a result of breach of a duty of confidentiality, become publicly available or generally known to the public at the time of such disclosure;
（iv） to the extent that the Confidential Information is already lawfully in the possession of the recipient or lawfully known to him prior to such disclosure;
（v） to the extent that such Party has acquired the Confidential Information from a third party who is not in breach of any obligation as to confidentiality to the other Party;
（vi） to its financial, legal or technical advisers, provided that the recipient agrees to be bound by any confidentiality undertaking given by the disclosing Party; or
（viii） to any prospective purchaser of the facility, subject to such person providing an undertaking in substantially the same form as the undertaking mentioned in this clause.
C Return of Confidential Information（要求契约终了的同时返还秘密信息）
On termination of this Agreement howsoever occurring, the Operator shall return to the Owner all Confidential Information within the Operator's possession or control together with plans, drawings, specifications, descriptions and all other information necessary or relevant to the continued operation and maintenance of the Facility and shall not retain any copies of such information without the consent of the Owner.
D Use of Confidential Information for an Approved Purpose（只限于被允许的目的可以使用秘密信息）
Each Shareholder may use the Confidential Information of the Company or any other Shareholder for the purpose of the sales promotion but will not use it for any other purpose including, without limitation, for the operation of the business of that Shareholder or any Affiliate.
E Scope of Confidentiality Obligation（展示的时候要求对方负有守密义务）
Each Shareholder will ensure that any holding company, subsidiary or affiliated company of that Shareholder who receives the Confidential Information, or any director, employee, agent or professional adviser of such a company, will also comply with the terms of confidentiality set out in clause 26.
34. 权利放弃条款
A No Waiver （1）
No failure to exercise or delay in exercising any right, power, privilege or remedy under this Agreement by one Party shall operate as a waiver thereof or of any other right, power, privilege or remedy which that Party may have hereunder, nor shall any single or partial exercise of such right, power, privilege or remedy preclude any further exercise thereof or of any other right, power, privilege or remedy which that Party may have hereunder.
B No Waiver （2）（包含除书面放弃以外概不承认的规定）
The failure of any Party at any time to require performance of any provision of this Agreement shall not affect its right to require subsequent performance of such provision. Waiver by any Party of any breach of any provision hereof shall not constitute the waiver of any subsequent breach of'such provision. Performance of any condition or obligation to be performed hereunder shall not be deemed to have been waived or postponed except by an instrument in writing signed by the Party who is claimed to have granted such waiver or postponement. Any partial exercise of a right or remedy hereunder shall not affect any greater or further exercise thereof.
C No Waiver （3）（规定Waiver条款只限于书面才能放弃）
A Party may not waive its rights under this [waiver] clause except by notice in writing.
35. 累积性权利条款
A Cumulative Rights （1）
Each right under this Agreement is cumulative and does not exclude any other right, power, authority, discretion or remedy of the relevant Party.
B Cumulative Rights （2）
in addition to termination hereof in the event of default by the other Party, the terminating Party may also exercise all those remedies available in equity or at law.
C Cumulative Obligations
The effect of all obligations affecting either Party under this Agreement is cumulative and no obligation shall be limited or modified by any other of those obligations unless there is in this Agreement an express limitation or modification.
36． 费用负担条款
A Expenses（1）
The Defaulting Party shall pay or reimburse the other Party, upon demand, for all charges and expenses incurred by the other Party in connection with the enforcement or the preservation of any rights under this Agreement including, but not limited to, legal expenses.
B Expense （2） （在Loan Agreement中契约的交涉作成等费用也由借款方承担）
The Borrower shall pay or reimburse the Lender upon demand for all charges and out-of-pocket expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the securities mentioned in Article 9 hereof or the granting of the Loan hereunder and the construction, interpretation and enforcement of or the preservation of any rights under this Agreement and the securities mentioned in Article 9 hereof including but not limited to reasonable fees and expenses of legal counsel and court costs.
C Expense and Stamp Duties（在怠慢交付费用的情况下的补偿义务）The Borrower shall timely pay any and all stamp, registration and similar taxes, charges or duties imposed by any level of government or any sub-division, agency or instrumentality thereof and shall indemnify and hold the Lender harmless from and against any loss, damage, cost, expense, claim or liability which the Lender may sustain or incur as a consequence of any delay in paying or failure to pay by the Borrower such taxes, charges or duties which may be payable or determined to be payable in connection with the negotiation, preparation, execution and delivery of this Agreement, the securities or of any other instrument referred to herein or the performance hereunder or enforcement hereof.
37. 规定必须用金钱支付债务的条款
Absolute Payment Obligation
The obligations of the Buyer to make any and all payments hereunder shall be absolute and unconditional and shall not be affected by any circumstances of any nature whatsoever, including, without limitation, （i） setoff, counterclaim, recoupment, defence or other right which the Buyer may have against the Seller for any reason whatsoever （ii） any insolvency, bankruptcy, reorganisation or similar case or proceeding by or against the Buyer （iii） any law or regulation, imposed by the Government of （iv） any event of force majeure which is beyond control of the affected Party or （v） any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
38. Net Payment条款
A No Withholding（要求在支付方面不抵消、在源泉税被征收的情形，为使对方获得满额要求追加支付）
All payments to be made by the Buyer to the Seller hereunder in respect of the installments of the Contract Price, accrued interest thereon or any other sums due hereunder shall be made free and clear, without setoff or counterclaim, and without payment of or deduction for or on account of any present or future taxes, levies, imposts, duties, deductions, withholdings, restrictions, conditions or any other charges or fees of whatsoever nature now or hereafter to be imposed, levied, collected, withheld or assessed by any government of any country or any political subdivision or taxing authority thereof or therein or any bank and the Buyer agrees that if it is compelled to pay the same or make withholdings, it will make up the difference by paying such amount as may be necessary in order to enable the Seller to receive the full amount that it would have received had no such payment or deduction been made.
B Tax Gross-up（规定源泉税的征收，并包括补偿条款）
（a） If the Guarantor is required to make a payment to the Lender hereunder subject to the deduction or withholding of tax, the sum payable by the Guarantor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Lender receives and retains （free from any liability in respect of any such deduction or withholding） a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
（b） Without prejudice to the provisions of Paragraph （a） above, if the Lender （or any agent on its behalf） is required to make any payment on account of tax or otherwise on or in relation to any sum received or receivable hereunder by the Lender （or agent on its behalf） or any liability in respect of any such payment, is asserted, imposed, levied or assessed against the Lender （or agent on its behalf）, the Guarantor shall, upon demand of the Seller, promptly indemnify the Lender against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith.
39. 抵消条款
Set-off（允许抵消）
The Buyer shall have the right to set off against sums becoming due under this First Agreement any amounts payable by the Seller to the Buyer in accordance with the terms of the Second Agreement and any damages due and payable by the Seller as a result of any failure on its part to comply with the terms of this First Agreement. This right of set-off shall not, however, apply in respect of invoices or credit notes raised or requested by the Buyer if the Seller disputes the validity of the same in good faith.
40. Entire Agreement Clause
A Entire Agreement （1）
This Agreement constitutes the entire agreement between the parties hereto and wholly cancels, terminates and supersedes all previous negotiations, agreements and commitments, whether formal or informal, oral or written, with respect to the subject matter hereof.
B Entire Agreement （2）
（a） This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes and replaces any provisions on the same subject contained in any other agreement between the Parties, whether written or oral, prior to the date of the execution hereof.
（b） This Agreement expressly excludes any warranty, condition or other undertaking implied at law or by custom or otherwise arising out of any other agreement between the Parties or any representation by either of them not contained herein or in any other binding legal agreement executed by both Parties. Each of the Parties acknowledges and confirms that it does not enter into this Agreement in reliance on any warranty, condition, undertaking, agreement or representation so excluded.
41. 通知条款
A Notices （1）
（a） All notices, requests or other communications required or permitted to be given hereunder shall be in writing in the English language and shall be sent by certified or registered airmail letter （postage prepaid） or telex （with confirmation by certified or registered airmail letter, postage prepaid） to the other Party at its address set forth below or to such other address as may from time to time be notified by one Party to the other in accordance with this Clause:
If to Seller:
Attention:
Telex:
Fax:
If to the Buyer:
Attention:
Telex:
Fax:
（b） All notices shall be deemed to have been given when duly transmitted by telex, fax or deposited in the mail.
B Notices （2）
All notices shall be effective for purposes of this Agreement when telex is sent and the relevant answerback is received in the case of a notice given by telex and seven （7） business days after the date of posting in the case of a notice given by registered airmail letter, postage prepaid.
C Notices （3）
Any notice or other communication to or from a Party to this Agreement is regarded as being given by the Party giving the notice and received by the Party who is recipient of the notice:
（i） if by delivery in person, when delivered to the Party who is the recipient of the notice;
（ii） if by domestic post, 3 business days from and including the date of postage;
（iii） if by international post, 7 business days from and including the date of postage; or
（iv） if by facsimile transmission, whether or not legibly received, when transmitted to the addressee, unless the addressee telephones the sender within 2 hours after the transmission is received, or deemed to be received under this clause, and informs the sender that it is not legible, but if the delivery or receipt is on a day which is not a business day or is after 4.00 p.m. （addressee's time）, it is deemed to be received at 9.00 am on the following business day.
D Notices （4）（用电报传真的情形，要求确认对方是否得到该通知。通知以得到时刻为有效）
Immediately upon receiving communications by telex or facsimile, a Party shall acknowledge receipt by the same means and may request a repeat transmittal of the entire communication, or confirmation of particular matters. If the sender receives no acknowledgement of receipt within twenty-four （24） hours, or receives a request for repeat transmittal or confirmation, said Party shall repeat the transmittal or answer the particular request. Except as otherwise expressly provided in this Agreement, all notices hereunder shall become effective upon receipt.
42. Severability
A Severability （1）（违法的条款视为无效，剩余的为有效）
If any provision or any portion of any provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid, illegal or unenforceable under either the laws of Japan or the Territory, such offending provision or portion shall be deemed to be deleted from this Agreement and the validity of the remaining permissible portions of this Agreement shall remain unaffected thereby.
B Severability （2）（在视为违法条款而无效的国家里为无效，剩余的为有效）
If' any part or a provision of this Agreement is judged invalid or unenforceable in any jurisdiction it is severed for that jurisdiction and the remainder of this Agreement will continue to operate.
C Severabilitv （3）（规定：就违法条款的替代条款进行合意）
If for any reason whatever any provision of this Agreement is or becomes invalid, illegal or unenforceable, or is declared by any court of competent jurisdiction or any competent authority to be invalid, illegal or unenforceable or a competent authority:
（i） refuses, or formally indicates an intention to refuse, authorisation of, or exemption to, any of the provisions of or arrangements contained in this Agreement （in the case of a refusal either by way of outright refusal or by way of a requirement that this Agreement be amended or any of its provisions be deleted or that a Party give an undertaking or accept a condition as to future conduct）; or
（ii） formally indicates that to continue to operate any provision of this Agreement may expose the Parties to sanctions under any law or directive or requests any Party to give undertakings or to accept conditions as to future conduct in order that such Party may not be subject to such sanctions; and in all cases, whether initially or at the end of any earlier period or periods of exemption,
then, in any such case, the Parties shall negotiate in good faith with a view to agreeing one or more provisions which may be substituted for such invalid, unenforceable or illegal provision which substitute provisions are satisfactory to all competent authorities and produce as nearly as is practicable in all the circumstances the appropriate balance of the commercial interests of the Parties.
43. 准据法
A Governing Law （1）
Formation and interpretation of this Agreement shall be governed by the laws of .
B Governing Law （2）
This Agreement shall be considered a contract made in Japan and shall be governed in all respects by the laws of .
44. Good Faith
Good Faith
（a） The Parties acknowledge that it is impossible to provide exhaustively, for all contingencies and that disputes or disagreements may arise in the course of execution of this Agreement. However, the Parties undertake to use their respective best efforts to seek an amicable settlement of any and all disputes and disagreements and shall at all times act with the utmost good faith in any and all dealings and actions in relation to each other directly or indirectly arising from or in connection with this Agreement.
（b） For the avoidance of doubt, each Party undertakes that it shall at all times use its best efforts to carry out the terms of this Agreement and to bring about the circumstances （in so far as such circumstances are directly or indirectly under its control） leading to satisfactory performance hereof.
45. 标题
Headings
The headings of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation hereof.
46. 语言条款
Language（要求非英语的通知需要翻译）
All documents to be delivered under this Agreement shall be in the English language. If the original of any such document is in any other language, such document may be delivered in such language, provided that it is accompanied by a qualified English translation.
47. Counterparts
Execution in Counterparts（规定作成的数本契约书，全部合起来构成一个契约。交付时署名页可以用传真发送）
This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by fax shall be effective as delivery of a manually executed counterpart of this Agreement.
买卖契约书的构成
第一部分
国际契约的基本知识
1. 标题·前文
2. 定义（第1条）
3. 实质条款
销售·购入条款（第2条）
购入量条款（第3条）
检查与瑕疵担保责任（第4条）
价格（第5条）
支付（第6条）
交付（第7条）
订货与出仓（第8条）
保险（第9条）
所有权与风险负担的转移（第10条）
信息提供（第11条）
品质保证（第12条）
产品责任（第13条）
商标权（第14条）
4. 一般条款
契约的违法和救济（第15条）
不可抗力（第16条）
纷争解决（第17条）
转让（第18条）
通知（第19条）
完全合意（第20条）
修改·变更（第21条）
放弃（第22条）
分离（第23条）
准据法（第24条）
裁判管辖（第25条）
契约期间（第26条）
5. 后文
6. 契约当事人署名
7. 契约当事人以外者的署名
国际契约的实例
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