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北京同声传译设备、北京同声翻译设备、北京同传设备租赁 2北京志祥通过提供专业的同传设备服务，在同声传译行业树立良好的口碑。通过专注于同声传译设备服务市场，志祥公司积累了大量高素质的同传翻译人员，我们能提供包括英语、日语、德语、法语、俄语和韩语等多个语种的同声传译，同时，志祥各公司配置了目前国际上最先进的博世红外同传设备，为客户提供包括同传译员派遣、 同声传译设备租赁、同传设备销售及同声传译系统工程安装在内的整体同声传译解决方案，并以高水平的同声传译员和专业的同传翻译设备租赁服务赢得了客户的长期信赖。志祥同声翻译是国内首家专注于同声传译领域的文化传播机构。为了向客户提供更好的同传会议口译服务，在同声传译员派遣方面，志祥同声翻译公司精心选择符合联合国资质和客户会议所属行业的同传译员，并定期组织同传译员进行培训和交流；而在同传设备出租方面，公司能够提供适用于大型高端会议的博世红外同传设备租赁，也能够提供适用于小型会议或户外移动应用的无线导游出租及移动同传设备租赁，同时公司还提供包括手拉手设备、调音台、投影机、投影幕、无线投票表决器、鹅颈话筒、领夹式话筒和会场专业音箱在内的会议设备租赁服务，从而为客户的会议提供整体式的同传会议翻译设备及同声传译员的解决方案。上海同声传译设备、上海同声翻译设备通过提供专业的同声传译译员派遣和同声传译设备租赁服务，志祥同声翻译已经成为了国内优秀的会议服务专家，为国内外客户的国际会议提供了全面完善的会议翻译和同声传译设备出租服务，赢得了客户和众多参会者的广泛好评。北京志祥可供包括英语、日语、韩语、法语、德语、俄语以及各种小语种在内的多种语言的同声传译服务。翻译领域涵盖机械、信息技术、建筑、电气、隧道工程、医学、MBA、金融、风险投资、广告媒介、软件工程、汽车制造业、生命科学、能源、环境保护、通信技术、网络营销等多个行业。北京志祥能为客户提供最优质的同声传译服务。北京志祥同声翻译主推博世红外同声传译设备。博世同传设备是国际同类产品中的领先品牌，是联合国大会以及其他重大国际会议中主流首选产品。博世同声传译设备具有抗灯光干扰性强，语音清晰，安装快捷，操作简便等特点。在任何条件的会议场所均能达到数字广播的效果。正是凭先进的设备，完善的服务，志祥同声翻译公司在国内一线城市均有分公司，同传设备服务辐射全国。志祥已经为近5000场同声传译提供优质服务，大至联合国在中国的会议，小到数十人的小型会议，志祥同声翻译公司均能提供完整的设备租赁方案。北京同声传译设备、北京同声翻译设备、北京同传设备租赁 2
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￥0.10/每字
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通用网址：hc360
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Copyright?2000-. All Rights Reserved【西安半导体生产设备技术培训师（英文口语流利）-500强美资招聘】北京外企德科人力资源服务上海有限公司招聘半导体生产设备技术培训师（英文口语流利）-500强美资-看准网
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Responsibilities: Teach basic hardware classes mostly in Xian &&50% of the time teach hardware class which is not related to Applied tools,& general course that teach basic engineering &&50% teach basic class of one of Applied tool, Basic mean how the tool is working and ho to perform preventive maintenance on this tool. We will teach&you for&2 to&3 month and certify&you to teach these courses, 80% of the classes will be in Xian and 20% outside Xian. & & Requirements: && BSc degree in engineering (electronic or mechanical) &&&Hands on experience i.e. worked as equipment engineer or support engineer is must & && Good English skill: Fluent English in speaking & written && Willing to work at night shift (if needed) && Ability to travel. && Experience as instructor – Advantage (not must) &&&Good&communication and coordination skill& 工作地址： 高新区信息大道28号出口加工B区
工作地址：
高新区信息大道28号出口加工B区
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CONTRACT FOR INTRODUCTION OF COMPLETE
PLANT AND TECHNOLOGY
Agreement is entered into and made in duplicate on
(Date)&&&&
, in (Place) &&&&&&&&,
between X Corporation (hereinafter referred to as Corporation) in
corporated in accordance with the California Corporations Code and
having its principal executive office in the city of&&&
, USA, as Party A and Y Corporation, (hereinafter referred to as
Purchaser) as Party B.
____ X()Y()
consideration of the mutual covenants and agreements herein
contained, it is agreed by and between Corporation and Purchaser as
DEFINITIONS
purpose of this Agreement, the following terms shall have the
meanings defined below:
Acceptance Test
Acceptance Test Manual shall be the document prepared by
Corporation which will be used by Corporation and Purchaser for
checking whether the Equipments is in accordance with the
Specifications and Approved Data.
Parts are those which are necessary to Corporation in the
performance of this Agreement and derived from Approved Data and
shall include but not be limited to those parts which are
manufactured by Corporation’s suppliers. Notwithstanding the
mutually agreed simulated and modified equipment used in
lieu of the foregoing shall be deemed to be System
Data shall mean those drawings, data and other technical
information which are relevant to the System, and which are
necessary to Corporation in the performance of this
Agreement.
Associated
Associated
Items shall mean all those associated items and services specified
in Exhibit “C” which is attached hereto and made a part
Deficiencies or
Deficiencies or Defects shall mean the Equipment
(configuration and performance) that fail to meet identified
sections of the Acceptance Test Manual.
Effective Date of this Agreement shall be the date on which
Corporation is authorized to proceed with the work hereunder to
Purchaser’s account or the date on which the first payment is
received by Corporation. The authorization to proceed referred to
in the foregoing may be either a telex or letter from a duly
authorized officer of Purchaser providing such authorization to
proceed, or a copy of this Agreement duly signed by both parties.
The said Effective Date shall be construed as the date of the
commencement of work hereunder.
Delay where the term is used in this Agreement shall mean those
causes of delay specifically identified in Article 7
Proprietary
Software”
Proprietary Software shall mean any program or other
information stored on tapes, discs, documents or other material (in
machine readable or other form), which is the property of
Corporation.
Acceptance”
Acceptance shall mean the final acceptance of the Equipment carried
out by the Purchaser at Purchaser’s Facility in accordance with the
Acceptance Test Manual.
Specification”
Specification shall mean the document identified in Exhibit
“A” hereto.
SUBJECT MATTER OF SALE&&&&&
Corporation shall sell to the Purchaser and the Purchaser shall
purchase from Corporation the Equipment together with the
Associated Items.
Equipment and Associated Items shall be in accordance with this
Agreement and the Specification.
Equipment shall have the capability to perform in accordance with
the performance standards expressed in ____ , to the extent that
such standards are covered by the Specification and Approved Data
and subject to the availability of all necessary drawings, data and
other technical information.
Corporation will prepare and submit to the Purchaser three draft
copies of the Acceptance Test Manual not later than____ . The
Schedule for review and approval of the Acceptance Test Manual is
contained in Exhibit “B” hereto.
____& ()3B
(e) In the
event of any conflict between the provisions of this Agreement
proper and those of the Exhibits hereto, the provisions of the
Agreement proper shall prevail. In the event of any conflict
between the Acceptance Test Manual and the Specification or
Approved Data, the Specification and Approved Data shall
Purchase Price of the Equipment and Associated Items with All Risks
transit insurance prepaid to Purchaser’s Facility shall
be&&&&&&&&&&&&&&&&&
PAYMENT&&&&
amounts stated or referred to herein are in lawfun money of
all payments shall be made in lawfun money of____& by the Purchaser to
Corporation at Corporation’s Plant, unless Corporation otherwise
directs by notice in writing to the Purchaser.
Purchaser agrees to pay Corporation the Total Purchase Price, as
Purchaser shall, upon receipt of Corporation’s respective invoices
therefor, pay to Corporation all amounts which become due by the
Purchaser to Corporation hereunder, including without limitation an
amount equal to the taxes and duties.
reason of delay on the part of the Purchaser or Purchaser’s agent
or representative, any payments due to Corporation are not make in
accordance with the agreed payment schedule Corporation reserves
the right to apply a late payment charge of one and a half percent
(1.5%) per month (19.56% per annum)on all overdue amounts and
Purchaser agrees to promptly pay any such late payment charges
which are properly due hereunder. In the event that one or more
payments are delayed for sixty (60) days or more, Corporation shall
have the right to stop all work under this Agreement and shall also
have the right to claim such period of work stoppage and the
effects thereof as excusable delay pursuant to Article 7 hereto
(Excusable Delay). Purchaser agrees to reimburse Corporation for
those additional reasonable costs incurred by Corporation resulting
from such work stoppage(s) and restart(s). Should one or more
payments by delayed for one hundred and twenty (120) days or more,
this Agreement may, at Corporation’s option, be deemed to be
cancelled under the provisions of paragraphs (b) through (e) of
Article 23 hereof (Termination for Insolvency &
Cancellation).
15%(1956%)(60)7()(120)23()2-5
DELIVERY AND ACCEPTANCE&&
Corporation shall give the Purchaser at least twenty-eight (28)
days preliminary notice in writing and at least seven (7) days firm
notice in wirting of the date on which Corporation proposes to
offer the Equipment to the Purchaser for Plant Acceptance. The
Purchaser shall have five (5) working days per week during
)consecutive week period, being, a total of&&&&
working days, after the said offer for Plant Acceptance within
which to accomplish the tests laid down in the Acceptance Test
(28)(7)____(5)____
(b) In the
event that Deficiencies in the Equipment become evident, such
Deficiencies shall be corrected by Corporation either during the
two days per week during which the Purchaser will not be testing or
during the testing provided. The corrctive action does not impede
or restrict the Purchaser in carrying out the said tests. After
correction, the Purchaser shall be afforded such additional time as
may be agreed to repeat any unsuccessful tests together with any
other tests necessary to confirm that said Deficiencies have been
cleared and that previous successful tests have not been
successful completion of the tests, the Purchaser shall sign a
Plant Acceptance Certificate evidencing such completion and listing
any agreed Deficiencies to be corrected by Corporation within such
period as may be agreed with the Purchaser.
the signing of the Plant Acceptance Certificate by the Purchaser,
Corporation shall dismantle and pack the Equipment for surface
shipment to Purchaser’s Facility.
Shipping arrangements between Corporation’s plant and Purchaser’s
Facility will be made without undue delay by ____ , or to the
direction of____, who will be responsible for all costs of surface
shipment and transportation of the Equipment and Deliverable
Associated Items.
Purchaser shall have____consecutive days after being offered the
Equipment for Site Acceptance within which to check and ensure that
the Equipment will still accomplish the tests completed during
Plant Acceptance.
Corporation shall, as soon as practicable after the said check, and
during the said check to the extant that the Purchaser is not
impede or restricted in carrying out checking, correct any
Deficiencies of which the Purchaser shall have notified the
Corporation supervisor. After correction, the Purchaser shall be
afforded such additional time as may be agreed to repeat any
unsuccessful tests together with any other tests necessary to
confirm that said Deficiencies have been cleared and that previous
successful checking has not been affected.
completion of the said check, the Purchaser shall immediately sign
a Site Acceptance Certificate evidencing such completion and
listing any agreed Deficiencies to be corrected by Corporation
within such a period as may be mutually agreed upon.
Site Acceptance shall take place within a period of ____weeks after
the Effective Date as such period may be extended pursuant to
Article 7 hereto (Excusable Delay). In the event that the Purchaser
shall use the Equipment for training, Site Acceptance shall be
deemed to have occurred and the Site Acceptance Certificate shall
be signed forthwith and shall be effective the date on which the
Purchaser first used the Equipment for training.
re-calibration or reprogramming is needed to clear Deficiencies
during Plant Acceptance testing or Site Acceptance testing, the
latest available drawings, data, and other technical information
relevant to the System shall be used if no additional delay or cost
is involved. If additional delay or cost is involved, such
drawings, data an other technical information shall only be used
upon the written request of the Purchaser. The drawings, data and
other technical information referred to in the foregoing of this
paragraph shall become Approved Data by virtue of the execution of
a Change Order executed pursuant to Article 9 hereof
(changes).
TITLE AND RISK OF LOSS
Corporation shall retain title in and to the Equipment and
Associated Items until payment in full of the Total Purchase Price.
Notwithstanding the foregoing, risk of loss of or damage to the
Equipment and deliverable Associated Items shall pass to the
Purchaser at the time the Equipment and deliverable Associated
Items are delivered Ex. Works (Per Incoterms 2000 Edition)
Corporation’s Plant.
EXCUSABLE DELAY&&&
Corporation shall not be in breach of any of its obligations under
this Agreement when failure to perform, or delay in performing, any
obligation is due wholly or in part to act of God, act of the
public enemy, war, civil commotion, insurrection, riot, embargo,
fire, explosion, earthquake, lightning, flood or other major action
of the elements, or other catastrophe, legislation, any act, order
or regulation of any governmental or other duly constituted
authority, delay or failure of carriers, delay by the Purchaser or
strike or other labor troubles, lack or shortage or delay in
delivery of supplies, materials, accessories or equipment, or any
other cause beyond Corporation’s practical control. In the event of
such failure or delay the time fixed for the performance by
Corporation of any obligation whatsoever imposed in this Agreement
shall, at Corporation’s option, be extended for a period not longer
than the period during which any such cause and the effects therof
persist. However, Corporation shall use all reasonable efforts to
minimize the effects of any Excusable delay hereunder.
Without limiting the generality of the provisions of the foregoing
paragraph, the following causes shall be deemed to be causes of
Excusable Delay:
Corporation shall not have received all the necessary Approval
Data, provided however, that any such cause of delay is reasonably
beyond Corporation’s practical control and not occasioned by fault
or negligence of Corporation.
Corporation shall advise the Purchaser promptly of any anticipated
or actual delay affecting Delivery or Site Acceptance together with
any relevant detailed information and anticipated extent of any
such delay.
the period of any Excusable Delay caused or introduced by Purchaser
is at least one hundred and twenty (120) days and the Parties have
not agreed within a further thirty (30) days period upon a revised
basis for performing the obligations under this Agreement,
including the adjustment of the Total Purchase Price, then
Corporation may thereupon by written notice cancel this Agreement
and such can cancellation shall be deemed to have occurred pursuant
to the provisions of paragraph (b) through (e) of Article 23 hereof
(Termination for Insolvency & Cancellation).
(120)3023()2-5
TAXES AND DUTIES&&
addition to the Total Purchase Price to which reference is made in
Article 3 hereof, the Purchaer shall also pay to Corporation all
export brokerage fees and all sales, consumption, turnover, use, or
similar taxes or duties levied by any taxing authority in____
having jurisdiction under any present or future law, whether now or
hereafter in force and effect, required to be paid by Corporation
in connection with this Agreement.
CHANGES&&&&
the date of this Agreement no alterations shall be made to this
Agreement or to the Exhibits except by means of a Change Order made
pursuant to this Article except for alterations made pursuant to
paragraph (c) of this Article.
Change Order shall be in writing and shall set forth in detail the
effect of the alteration on the Specification, price, performance,
design, acceptance dates and interchangeability of spare parts
whether delivered or to be delivered or any other matter
substantive to this Agreement and shall be signed by the Purchaser
and Corporation.
Corporation may make such minor changes and corrections in the
Specification as it may deem appropriate to correct defects or
improve the E proviced that such changes shall not
adversely affect the Total Purchase Price, functional
characteristics, performance, interchangeability of spare
SPARE PARTS&&&&&&
Corporation shall supply spare parts of Corporation’s design or
manufacture to the Purchaser for a period of ten (10) years from
the date of Site Acceptance. Spare parts ordered by the Purchaser
during the said ten-year period shall be supplied FOB Corporation’s
plant or Corporation’s then current commercial prices prevailing at
the time of receipt of order, which prices shall be reasonable.
Upon the expiry of the said period and prior to disposing of any
special tooling used to make spare parts of Corporation’s design,
Corporation shall notify the Purchaser in writing in order to
permit the Purchaser to place order therefor.
PATENT INFRINGMENT
Subject to the conditions hereinafter set forth, Corporation will
indemnify and protect the Purchaser against any payments made by
Purchaser in discharge of its liability, excluding any liability
for consequential or incidental damages as enumerated in Article 14
hereof (Limitation of Liability), resulting from any infringement
or claim of any infringement of any American patent, but no other
patent or rights, by the Equipment purchased hereunder, except that
Corporation’s only patent indemnify with respect to accessories,
equipment or parts which are not manufactured exclusively to
Corporation’s detailed design shall be that specifically set forth
in paragraph (b) hereof.
Corporation shall only indemnify the Purchaser in respect of the
infringement, or claim of any infringement, of patent by the
accessories, equipment and parts not manufactured exclusively to
Corporation’s detailed design, but incorporated into the Equipment,
to the same extent and with the same limitations as the respective
manufacturers of such accessories, equipment and parts indemnify
Corporation there for and provided, in each case, that the
indemnify obtained by Corporation from the manufacturer shall be
assignable to the Purchaser. Corporation shall use all reasonable
efforts to obtain from its venders and suppliers the most favorable
indemnity protection for the Purchaser hereunder.
Corporation shall not be liable with respect to any actual or
alleged infringement unless:
is commenced against the Purchaser for infringement or the
Purchaser receives a written claim alleging infringement, and the
Purchaser gives notice in writing to Corporation within ten (10)
days after the receipt by the Purchaser of such written claim, as
Purchaser shall assist Corporation and shall use all diligent
efforts, in full cooperation with Corporation, to reduce (otherwise
than by non-use of the article in respect of which infringement is
claimed) royalties, claims, damages and expenses involved and
promptly furnishes to Corporation copies of all data, papers,
records and other documents within the Purchaser’s possession,
material to resistance or defense against such claim or suit, and
the Purchaser refrains from making any payment and from assuming
any obligations, expenses, damages, costs or royalties for which
Corporation may be asked to respond,
Corporation shall be enabled and entitled to conduct negotiations
concerning, or defend any action in respect of, any claim or
allegation and may choose to negotiate and defend either in its own
name or that of the Purchaser.
INDEMNIFICATION
Purchaser and Corporation will remain employees of their respective
companies for all purposes during the carrying out of activities
under this Agreement. Each party will carry Workmen’s Compensation
and Employers Liability Insurance with respect to their employees
Purchaser will indemnify and hold Corporation, its officers,
agents, servants and employees harmless from any and all loss,
damage, liability, cost or expense which may be suffered or
incurred by Purchaser or the officers, agents, servants or
employees of Purchaser, arising out of the activities carried out
by Corporation under this Agreement, or the furnishing of Services
by Corporation for the Equipment, unless caused by the willful
misconduct or gross negligence of Corporation, its officers, agents
servants or employees.
connection with the performance of this Agreement, each party shall
be responsible for damages caused by his fault to third parties
whether by positive act, imprudence, neglect or lack of
accordance with the provisions of this Article, Corporation
warrants that the Equipment will be free of Defects in material and
workmanship and from defects or faults in design, insofar as the
Equipment fails to meet the requirements of the
Specification.
respect to Defects in Equipment parts manufactured exclusively to
Corporation’s detailed design, Corporation’s liability is limited
to making good at Corporation’s Plant by replacement, or, at
Corporation’s option, repair, Defects which under proper use appear
therein within a period of two (2) years after the date of signing
the Site Acceptance Certificate.
respect to Defects in Equipment parts not manufactured exclusively
to Corporation’s detailed design, Corporation’s liability is
limited to making good at Corporation’s Plant by replacement or, at
Corporation’s option, repair, Defects which under proper use appear
therein within a period of one (1) year after the date of signing
the Site Acceptance Certificate, except that in respect to Parts,
Approved data and expendable and consumable parts the warranty
provided shall be restricted to that provided hereafter in this
respect to Parts, Approved Data and expendable and consumable
parts, Corporation shall make every reasonable effort to obtain the
best warranties possible from the manufacturer thereof and assign
to the Purchaser any such warranties to the extent that such
warranties shall be assignable to the Purchaser.
above warranties shall not apply to Defects in the Equipment
arising from repair, alterations, misuse or abuse by Purchaser
personnel or from the Purchaser’s failure to operate and maintain
the Equipment in accordance with Corporation’s handbook of
maintenance and operating instructions furnished to the
Purchaser.
Purchaser shall return Equipment parts which are alleged to be
defective to Corporation’s plant. The repaired or new Equipment
parts will be delivered to the Purchaser FOB Corporation’s Plant
free of charge if the Equipment part returned was warranted
hereunder.
Exclusion of warranties:
foregoing warranties provided in this Article 13, the
indemnification provided under Article 12 hereof (Indemnification)
and the patent indemnification provided under Article 11 hereto
(Patent Infringement) are given by Corporation: (1) In lieu of all
indemnities arising in law or otherwise in respect of the work to
be carried out under this Agreement, and (2) in lieu of any other
warranty, express or implied, including without limitation, any
implied warranty of merchantability or fitness for a particular
purpose, arising in law or otherwise in respect of the work to be
carried out under this Agreement.
1312()11()(1)(2)
LIMITATION OF LIABILITY
Corporation shall not be liable under any circumstances for
any consequential or incidental damages of whatsoever kind or
nature including but not limited to any loss, costs, or damages
incurred as a result of or arising out of any lack, or loss of use
of the Equipment, or any other property, of whatsoever nature or
kind, for any reason whatsoever.
LICENSE TO USE PROPRIETARY SOFTWARE
Notwithstanding the supply of Proprietary Software to the
Purchaser, all rights in the Proprietary Software remain the
property of Corporation. However, Corporation hereby grants to the
Purchaser a non-exclusive, non-transferable license to use the
Proprietary Software for its intended function, the consideration
of such license being included in the Total Purchase
Purchaser shall not make available or otherwise disclose to any
third party the Proprietary Software or any part thereof or any
information relating thereto without the prior written consent of
Corporation.
(c) The Purchaser shall be able at all times to account for all
copies of the Proprietary Software which are required to be made to
permit its efficient use in its intended function.
Corporation shall be entitled to terminate this license in the
event of failure by the Purchaser to comply with any of the
conditions stated in this Article. In the event of termination the
Purchaser shall return all copies of the Proprietary Software to
Corporation within fifteen (15) days of such
termination.
PUBLICATIONS
(a) Unless
Corporation’s consent in writing is first obtained, none of the
publications, documentation, manuals or data provided under or in
furtherance of this Agreement shall be reproduced by the Purchaser
and no such publications, documentation, manuals or data nor any
copies or duplicates thereof, shall be used by the Purchaser or
released out of the Purchaser’s possession, nor shall the contents
thereof be divulged by the Purchaser to any other person, firm or
corporation, except:
the purpose of enabling the Purchaser to operate and maintain the
purchaser, lessee or transferee of the Equipment provided, however,
that such Purchaser, lessee or transferee shall hold and use such
publications documentation, manuals and data subject to the same
limitations as those imposed upon the Purchaser by this A
and shall have executed an express written agreement in favor of
Corporation so to do
expressly understood and agreed that all rights to copyright are
reserved unto Corporation and that all such publications,
documentation, manuals and data in whatever form supplied hereunder
by Corporation to the Purchaser shall not be transmitted, disclosed
or used by the Purchaser except as herein expressly
permitted.
(c) Except
as herein provided, it is further expressly understood any agreed
that the provision of publications, documentation, manuals or data
does not permit, nor provide a license to, manufacture or to have
manufactured any part, component, system or element of the
Equipment.
CONFIDENTIAL NATURE OF CONTRACT
parties, their servants, agents, representatives or advisors will
treat as confidential this Agreement and any agreements
supplemental thereto and all its terms and conditions and shall not
at any time unless required by law disclose the same or any part
thereof to any other person or body without the consent of the
other Party.
PURCHASER’S PERSONNEL
Corporation agrees, without additional charge, to allow a
reasonable number of the Purchaser’s representatives to attend
Corporation’s plant during the period of manufacture, test and
acceptance to enable them to obtain knowledge of the construction
and functioning of the Equipment, and to establish that the
Equipment meets the performance standards established by the
Acceptance Test Manual. Purchaser’s costs associated with such
attendance shall be for the Purchaser’s account.
REVIEW MEETINGS
Progress review meetings will be held at Corporation’s plant with
the Purchaser’s representatives as necessary during the
manufacturing of the Equipment. At such meetings, Corporation shall
report progress and indicate completion status against
Minutes of such meetings shall be prepared and circulated by
Corporation to all attendants and other agreed personnel as soon as
possible following each meeting.
Commencing one month after the Effective Date and continuing until
the Equipment is offered for Plant Acceptance, Corporation shall
issue monthly progress reports to the Purchaser providing
information on the current status of the Equipment.
ASSIGNMENT
Agreement shall ensure the benefit of and be binding upon each of
the Parties hereto and their respective successors and assignees,
but neither this Agreement nor any of the respective fights or
obligations of the Parties hereunder may be voluntarily assigned,
in whole or in part, by either Party without the prior written
consent of the other Party, except that Corporation’s interest
shall be assignable to any company which succeeds all of its
assets, and that Corporation may assign any of its fixed or
contingent rights to receive money hereunder, and may assign the
benefit of any security to be given by the Purchaser hereunder for
the payment of any such money.
WAIVER OF DEFAULT
failure of either party to enforce at any time any of the
provisions of this Agreement, or to require at any time the
performance by the other party of any of the provisions hereof,
shall in no way be construed to be a waiver of such provisions, nor
in any way affect the validity of this Agreement or any part
thereof, or the right of the said party thereafter to enforce each
and every such provision.
TERMINATION FOR INSOLVENCY & CANCELLATION
(a) Either
Party at its option may terminate this Agreement with respect to
the Equipment to be delivered hereunder which is undelivered on the
effective date of such termination, by giving the other Party
written notice as hereinafter provided if, and at any time after,
the other files a voluntary petition in bankruptcy, or proceedings
in bankruptcy are instituted against the other and it is thereafter
adjudicated bankrupt pursuant to such proceedings, or a court takes
and retains for a period of at least sixty (60) days jurisdiction
of the other and its assets pursuant to proceedings under the
provision of any reorganization act, or the other is adjudged
insolvent, or a receiver of the other’s assets is appointed on
account of insolvency and is not discharged within a period of
sixty (60) days thereafter, or the other is otherwise divested of
its assets for a period of at least sixty (60) days, or the other
makes a general assignment for the benefit of its
creditors.
(60)(60)(60)
Notwithstanding the provisions of paragraph (a) of this Article,
the Purchaser shall have the right to cancel the purchase of the
Equipment at any time during the term hereof by giving to
Corporation written notice of such cancellation. Upon receipt of
such notice Corporation shall take such steps to ensure that
production of the Equipment is discontinued as rapidly as possible
and at the latest on the expiration of thirty (30) days after
receipt of such notice Corporation shall stop work on the Equipment
altogether, notify any subcontractors to stop work, protect all
property in its possession in which the Purchaser shall have
acquired or may thereafter acquire an interest and take such other
reasonable actions as may reduce the cancellation costs due to
Corporation under paragraph (c) of the Article.
the event of cancellation in accordance with paragraph (b) of this
Article, Corporation shall be entitled to reimbursement for all
actual costs which shall be properly allotable or apportionable
under recognized accounting practices to the performance of this
Agreement and its cancellation, plus a profit which shall be
computed at the rate of ten percent of the said actual cost.
Payments previously made hereunder by the Purchaser shall be
credited against such reimbursement.
(d)&& Upon
payment of the amounts provided for in paragraph (c) of this
Article, together with any packing costs, Corporation shall
transfer to the Purchaser the title to and deliver to the Purchaser
Ex-work ( as per Incoterms 2000 Edition) Corporation’s plant the
incomplete Equipment, fabricated or unfabricated parts, work in
process, and other material the costs of which have been included
in the costs determined in accordance with paragraph (c) of this
Corporation, provided the Purchaser so agrees, may retain the whole
or part of the said incomplete Equipment, fabricated or
unfabricated parts, work in process, and other material referred to
in paragraph (d) of this Article in which event the amounts to be
paid by Purchaser shall be reduced by a sum equal to the value of
the property so retained. Corporation shall, if requested to do so
by the Purchaser, dispose of for the account of the Purchaser any
property which it does not elect to retain as above provided and
the net proceeds from such sale or other disposition shall be paid,
or otherwise credited to the Purchaser by Corporation.
Corporation shall upon written request by the Purchaser advise
Purchaser of the estimated cancellation costs for which the
Purchaser would be liable if it had elected to exercise, its
cancellation rights hereunder at the time of such
ARBITRATION
dispute arising out of or relating to this Agreement shall be
submitted for discussion and settlement to a committee consisting
of a representative of Corporation and a representative of the
Purchaser. During such discussion Corporation shall diligently
proceed with the performance of the terms of the Agreement. If no
settlement is reached within fifteen (15) days after the matter has
been submitted to the committee, the dispute shall be finally
settled under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce by one arbitrator appointed in
accordance with the said rules. Such Arbitration shall be held
the language of arbitration shall be English. The decision of the
arbitrator shall be final and binding on the Parties hereto. The
arbitrator shall have authority to determine and assess all
expenses of the arbitration against one or both of the Parties
dispute shall be submitted to arbitration as herein provided nor
shall any action be brought by either Party against the other
except within one (1) year after the breach or alleged breach of
this Agreement shall have occurred.
notice or communication pertaining to this Agreement shall be
deemed to have been duly given b the Purchaser to Corporation
unless addressed to Corporation as follow:
Corporation to the Purchaser unless addressed to the Purchaser as
such notice, request, requirement, approval, permission, consent or
other communication in connection with this Agreement shall be
given in writing and if delivered by hand shall be deeded to have
been received by the addressee on the day when the same shall have
been so delivered, or if airmailed shall be deemed to have been
received by the addressee on the tenth day following the day on
which it shall have been so airmailed, or if telexed, shall be
deemed to have been received by the addressee upon
acknowledgement.
MISCELLANEOUS
Agreement constitutes the entire agreement between the Parties and
supersedes and cancels all prior representations, negotiations,
letters, acceptances, agreements, understandings and contracts
whether verbal or written, between the Parties hereto or their
agents, with respect to or in connection with any of the matters or
things to which this Agreement applies or refers.
title to the Articles in this Agreement and in the said Exhibits
are for convenience of reference only, are not part of this
Agreement, and shall not in any way affect the interpretation
Corporation personnel required to travel between&&&
in order to perform duties made necessary by this Agreement shall
be provided with Economy Class air transportation on Purchaser
aircraft at no cost to Corporation.
(d)&& Each
Party represents and warrants to the other party
is a corporation duly incorporated and validly existing under the
laws of the jurisdiction indicated in this A
entering into and performance by it of its obligations in this
Agreement are within its corporate powers and have been duly
authorized by all necessary corporate action and are not in
violation of any law and do not require the consent of or approval
of, or registration or filing with, any governmental agency or
authority other than those already obtained or effected.
person executing this Agreement on behalf of each of the Parties
hereto certifies and warrants that he has been vested with the
necessary authority and power to enter into this Agreement on
behalf of that Party.
Agreement shall be governed by and interpreted in accordance with
California Corporation Code,
IN WITNESS
WHEREOF these presents have been duly executed by the Parties
hereto on the date first above written.
A:&&&&&&&&&&&&&&&&&&&&&&&&&&&&
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