【正文】 議的，制造上均應(yīng)對買方承擔(dān)責(zé)任。未經(jīng)買方事先書面同意，制造方不得進行任何變更。 f) Quality Standards. Product quality must meet all Buyer quality standards. Defective Product shall be no more than 3% for each Product shipment (the “Defectiv e Rate”). If the Defective Rate exceeds 3%, Buyer shall have the right, at its discretion, to take a full credit for the related Product shipment or return such shipment, at Manufacturer’s sole cost and expense, for a full refund. A Product shipment shall mean all Product that Buyer reasonably believes to be affected by such defect. A defective Product generally means any Product that is visually or operationally defective or Product that has been returned by a customer and accepted by Buyer for the aforesaid defect. 質(zhì)量標(biāo)準(zhǔn) 產(chǎn)品質(zhì)量必須符合買方的所有質(zhì)量標(biāo)準(zhǔn)。 h) Ownership. 所有權(quán) i) Buyer shall own all Intellectual Property in any (1) inventions developed by Buyer whether preexisting or developed under this Agreement。 ii) Manufacturer shall own all Intellectual Property in any preexisting inventions or other proprieta ry property of Manufacturer or any inventions Manufacturer develops outside the scope or independent of this Agreement (collectively, “Manufacturer’s Intellectual Property”). Manufacturer hereby grants Buyer a nonexclusive license to use, perform, distribute Manufacturer’s Intellectual Property, or to have any of these activities performed on its behalf, but only as is necessary to market, sell and support the Products manufactured by Manufacturer under this Agreement. Title and ownership of Manufacturer’s Intellectual Property shall remain with Manufacturer at all times. Buyer shall be prohibited from using any of Manufacturer’s Intellectual Property in any product that is not manufactured by Manufacturer under this Agreement. Upon the expiration or termination of this Agreement, Buyer shall, as directed by Manufacturer, return to Manufacturer all documents, plans specifications, drawings and other materials in any form or media, relating to Manufacturer’s Intellectual Property, and shall retain no copy thereof, except to the extent necessary to fulfill its warranty obligations for the Products manufactured by Manufacturer under this Agreement. 制造方應(yīng)擁有在本協(xié)議簽 署前業(yè)已存在的制造方發(fā)明或其它專有財產(chǎn)或制造方在本協(xié)議范圍外開發(fā)的發(fā)明之知識產(chǎn)權(quán)（以下統(tǒng)稱為 “制造方知識產(chǎn)權(quán) ”）。 i) Services. Buyer may engage Manufacturer to render consulting, design, engineering or other Services in connection with Products to be manufactured hereunder. In the event that Buyer desires to engage Manufacturer to render such Services, the Parties shall execute a Statement of Work or other document that shall include a description of the Services to be rendere d, any milestones or delivery dates or other terms relevant to such engagement. To the extent the results of Manufacturer’s performance of such services may 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、工程或其他服務(wù)。買方無需承擔(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。如果采購單內(nèi)的任何條款與條件與本協(xié)議（或相關(guān)采購單）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)采購單）條款為準(zhǔn)。 5) Shipping and Delivery. 裝運與交付 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 制造 方將根據(jù)標(biāo)準(zhǔn)商業(yè)慣例并以可減少運輸風(fēng)險的方式包裝等待國際裝運的產(chǎn)品。 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 制造方裝運至買方的所有產(chǎn)品均應(yīng)附上一致性聲明，說明產(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)計與質(zhì)量標(biāo)準(zhǔn)。如果制造方交付產(chǎn)品的時間比采購單中規(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