【正文】 constitute “work made for hire” for Buyer under the US Copyright Revision Act of 1976, as amended from time to time, then such works shall be considered “work made for hire” by the parties. 服務(wù) 買方可要求制造方提供有關(guān)其根據(jù)本協(xié)議制造之產(chǎn)品的咨詢、設(shè)計(jì)、工程或其他服務(wù)。 b) Price Protection. Manufacturer represents and warrants that the Manufacturing Price will not be less favorable than prices applicable to sales by Manufacturer to any other customer purchasing parable products under substantially similar terms and conditions. If at any time during the term of this Agreement Manufacturer gives to any other such customer more favorable prices, Manufacturer will immediately adjust the Manufacturing Price to such lower price. Manufacturer shall also credit Buyer the difference in price between the old Manufacturing Price and the new lower Manufacturing Price, multiplied by the number of units Buyer has received starting when the other customer began receiving the lower priced products from Manufacturer. 價(jià)格保護(hù) 制造方陳述并保證制造價(jià)格不會(huì)高于制造方向其它根據(jù)類似條款及條件采購(gòu)類似產(chǎn)品之客戶提供的銷售價(jià)格。買方無(wú)需承擔(dān)其有權(quán)獲得免除的稅金，但買方應(yīng)向制造方提供免稅證明。如果制造方未能在收到采購(gòu)單后的 48小時(shí)內(nèi)（不包括周末及國(guó)定假日）通知另一方其拒絕采購(gòu)單，則制造方應(yīng)被視為接受了采購(gòu)單。如果采購(gòu)單內(nèi)的任何條款與條件與本協(xié)議（或相關(guān)采購(gòu)單）及制造方提交的其他文件（包括但不限于接收文件或發(fā)票）內(nèi)的條款與條件存在沖突的，以本協(xié)議（或相關(guān)采購(gòu)單）條款為準(zhǔn)。授權(quán)第三方或關(guān)聯(lián)方的采購(gòu)受制于本協(xié)議內(nèi)的所有條款及條件，但本協(xié)議內(nèi)的“買方”系指授 權(quán)第三方或關(guān)聯(lián)方。 5) Shipping and Delivery. 裝運(yùn)與交付 a) Shipment. Manufacturer will package the Products for international shipment in accordance with standard mercial practices and in a manner that will minimize risk of damage in transit. Invoices, packing slips and containers must bear the Purchase Order number, stock number, vendor lot number, and description of item, together with shipping quantity, in a clearly visible position. Invoices and packing slips must be marked “plete” when final shipment is involved. Buyer shall specify the carrier or method of transportation in each Purchase Order. Buyer shall also have the right to require special, express or air shipments if Manufacturer fails or will fail to meet the delivery require ments of the Purchase Order. In addition, Buyer shall have the right to assess la te delivery penalties to Manufacturer for deliveries that fail to meet the delivery require ments of the Purchase Order, including, without limitation, cost of all additional freight charges incurred to reduce the amount of time the delivery is late, penalties equal to Buyer’s expedited logistics costs and/or actual late delivery penalties assessed by Buyer’s customer, storage and other reasonable costs incurred by Buyer as well as other re medies for non pliance with this Agreement. Manufacturer shall pay for any re sulting additional transportation costs, unless due solely to causes beyond the control and without the fault or negligence of Manufacturer. Products shipped pursuant to a valid Purchase Order, unless otherwise set forth in the Purchase Order, are FOB Chihuahua, Mexico or any other location or Incoterm mutually agreed upon by the parties (as such term is defined in Incoterms 2020, published by the International Chamber of Commerce, see) and must be shipped to assure arrival at the “ship to” point free of damage. 裝運(yùn) 制造 方將根據(jù)標(biāo)準(zhǔn)商業(yè)慣例并以可減少運(yùn)輸風(fēng)險(xiǎn)的方式包裝等待國(guó)際裝運(yùn)的產(chǎn)品。同時(shí)，如果制造方未能或?qū)o(wú)法滿足采購(gòu)單的交付要求，則買方有權(quán)要求特殊、特快或空運(yùn)。 b) Declaration of Conformity. All Products shipped to Buyer by Manufacturer shall be acpanied by a declaration of conformity stating that the Products conform to the Specifications and meet all required design and quality standards as agreed upon by Buyer and Manufacturer. 一致性聲明 制造方裝運(yùn)至買方的所有產(chǎn)品均應(yīng)附上一致性聲明，說(shuō)明產(chǎn)品符合技術(shù)規(guī)格并滿足買方與制造方約定的所有設(shè)計(jì)與質(zhì)量標(biāo)準(zhǔn)。 d) Delivery Schedule. Deliveries must be made in a manner to ensure receipt by Buyer at the times specified in each Purchase Order unless Buyer is promptly notified and agrees in writing to alternate dates. TIME IS OF THE ESSENCE IN THIS AGREE MENT WITH RESPECT TO THE SPECIFIED DELIVERY DATES. If Manufacturer is unable to meet the specified delivery dates, Manufacturer must notify Buyer immediately in writing. If Manufacturer indicates in such writing that any delivery of the Products is going to be more than five days later than the delivery date specified in the Purchase Order, Buyer shall have the option to (i) cancel such Purchase Order without penalty or any liability to Manufacture r, or (ii) to agree in writing to a change in the specified delivery date as well as assess late fees, as specified in Section 5(a). If Manufacturer delivers any Product more than five days later than the delivery date specified in the Purchase Order and such change of delivery date was not approved in writing by Buyer, Buyer shall have the right to reject the Products and return them to Manufacturer, at Manufacturer’s sole cost and expense, in addition to such other rights and remedies provided by law. In the event Buyer cancels a Purchase Order after receipt of late delivery notification from Manufacturer or Manufacturer delivers the Product more than five days after the specified delivery date without prior approval of Buyer, Manufacturer shall pay whatever additional cost, expense, loss or da mage Buyer sustains as a result of the cancellation or late delivery, including, without limitation, lost sales, lost profits and any incidental and consequential damages, unless the delay is due to unforeseeable causes beyond the control and withou t the fault or negligence of Manufacturer. 交付日程 除非買方經(jīng)及時(shí)告知并書面同意，否則必須確保買方可在采購(gòu)單中規(guī)定的時(shí)間收到貨物。如果制造方交付產(chǎn)品的時(shí)間比采購(gòu)單中規(guī)定的交付日期晚五天以上且該等交付日期的變更并未得到買方的書面批準(zhǔn)，則買方 應(yīng)有權(quán)拒收產(chǎn)品并將其退回制造方，由此產(chǎn)生的所有成