【正文】
ond payment, that is, seventy percent (70%) of the total price of the Purchase Order (hereinafter referred to as “Second Payment”) at any time after Consignor’s acceptance of the Simples. Consignor shall make payment within thirty (30) working days from its receipt of the qualified invoice. Each invoice shall quote the date and the number of the Purchase Order:5. MATERIALS All material shall be furnished by Supplier. The materials shall ply with the quality standards of Consignor and all other applicable quality standards. Supplier shall carry out strict examination on the materials at the time it receives the materials. Supplier shall keep original records of the aforesaid inspection and provide to Consignor upon Consignor’s request.6. QUALITY Consignor will send Design Document to Supplier via or by other way as Consignor chooses, and Supplier shall acknowledge the receipt of the Design Document in writing with pany seal affixed thereto to Consignor within two (2) working days after the date of receipt of the Design Document. Supplier shall manufacture the sample in pliance with the aforesaid Design Document. Where Supplier fails to provide the sample on time, Consignor shall have the right to charge Supplier a penalty amounting to [___________] and require Supplier to continue to provide the sample within the grace period granted by Consignor. Where the sample is not provided within the aforesaid grace period, Consignor shall have the right to terminate the cooperative relationship under this Agreement between the Parties. Where the sample is rejected by Consignor in writing to Supplier, Consignor shall have the right to require Supplier to make amendments to the sample within the time limit specified by Consignor, and the amendments shall meet the requirements of Consignor. Where Supplier fails to make the aforementioned amendments on time, Consignor shall have the right to charge Supplier a penalty amounting to [___________] and/or terminate the cooperative relationship under this Agreement between the Parties. In the event of enquiries on the Design Documents and the requirements of Consignor on the samples during the manufacturing process thereof, Supplier shall consult with Consignor in time.7. PACKING AND TRANSPORTATION Supplier warrants that at the time Consignor receives the samples packing and transportation of the samples will ply with requirements of Consignors in terms of manner and standard. 8. DELIVERY AND INSPECTION “Delivery” means the supply and delivery of the samples by Supplier to Consignor in accordance with the Purchase Order, and deliver the sample together with specification, photo and serial number identification to Consignor via mail or by other way as designated by Consignor within the time limit as set forth in the Purchase Order. Supplier acknowledges that time is of the essence and that any delay in Delivery of the samples may cause material damage and losses to Consignor. Therefore, Supplier shall deliver the samples in strict pliance with its obligations under this Agreement and the Purchase Order. If a delay in Delivery of the samples is anticipated by Supplier, Supplier shall notify Consignor promptly after Supplier bees aware of such potential delay, advising the reason and the estimated duration of the delay. In such event, in addition to any remedy under any applicable laws and regulations, Consignor shall have the right to: require Supplier, at Supplier’s expense, to use any available means of expedited transportation for Delivery within the time limit specified by Consignor。 or accept such samples in accordance with the terms and conditions of this Agreement and the Purchase Order. Ownership and risk of the loss or damage to the Simples shall pass from Supplier to Consignor at the time of Consignor’s Acceptance of the samples. Supplier warrants that the samples shall be free from and clear of any lien or any other type of security interest or claim from any person. Supplier shall indemnify, defend, and hold harmless Consignor from any lien and any claim upon the samples and/or the material arising from or in connection with this Agreement, including, but not limited to, workers’ wages, the material, or the services to be furnished by Supplier. Consignor shall have sixty (60) working days from the date of receipt of samples to inspect and test for conformity with Design Document and other requirements of Consignor. If any samples supplied by Supplier to Consignor are not packed in accordance with packing requirements of Consignor, Consignor, without prejudice to other rights provided herein, shall have the right to reject such samples and return to Supplier at Supplier’s expense the whole or any part of such samples. If a nonconformity is confirmed by Consignor during the inspection after Consignor’s receipt of the samples, in addition to any remedy under any applicable laws and regulations, Consignor shall have the right to: accept the whole or any part of the samples at a discounted price, where Consignor, in its own discretion, deems that the reason for nonconformity is minor. The discounted price for such samples shall be agreed upon by the Parties。 (c) Where Supplier fails to resubmit the