【正文】
ll be held in confidence by both Parties and only disclosed as may be agreed to by both Parties or as may be required to meet securities disclosure or export permit requirements. Neither Party shall make public statements or issue publicity or media releases with regard to this Contract or the relationship between the Parties without the prior written approval of the other Party. Notices Any notice or written munication provided for in this Contract by either Party to the other, including but not limited to any and all offers, writings, or notices to be given hereunder, shall be made in English by courier service delivered letter or by facsimile [or electronic mail] and confirmed by courier service delivered letter, promptly transmitted or addressed to the appropriate Party. The date of receipt of a notice or munication hereunder shall be the date of delivery confirmed by the courier service in the case of a courier service delivered letter and the next working day after dispatch in the case of a facsimile [or ]. All notices and munications shall be sent to the appropriate address set forth below, until the same is changed by notice given in writing to the other Party.To Supplier:Address: The Contacting Person:Facsimile No:Email Address: Attention: To Buyer: Address: The Contacting Person:Facsimile No: Email address: Attention: Waiver Failure or delay on the part of any of the Parties hereto to exercise a right under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise of such a right preclude any other future exercise thereof. Severability The invalidity of any provision of this Contract shall not affect the validity of any other provision of this Contract. Entire Agreement This Contract and the Schedules and annexes hereto constitute the entire agreement between the Parties hereto with respect to the subject matter of this Contract and supersede all prior discussions, negotiations and agreements between them. Schedules and Appendixes The Schedules and Appendixes hereto are made an integral part of this Contract and are equally binding with the main body of the Contract. In the event of any conflict between the terms and provisions of the main body of the Contract and the Schedules or Annexes, the terms and provisions of the main body of this Contract shall prevail. Term Subject to the provisions of PRELIMINARY STATEMENT, the term of the Contract (“Term”)shall be years, mencing on (Effective Date) until (Expiration Date) Extension The Term shall expire automatically on the Expiration Date, unless extended for an additional term of year through a written contract signed by the authorized representatives of the Parties at least sixty (60) days prior to the Expiration Date.IN WITNESS WHEREOF, each of parties hereto has caused this Contract to be executed by its duly authorized representative on the date first set forth above. This Contract is made out in English in Two (2) originals, one (1) for each party.(No text of this contract stipulated under, the next leaf is the section for signatures and seals only.)Party A:[Party A name] By: (handwritten signature)Name: Title:Nationality: Party B:[Party B name] By: (handwritten signature)Name: Title:Nationality: Appendix A Product and PriceAppendix BPurchase OrderAppendix CProduct SpecificationProuduct:Prouduct Model:In this Exhibit, pls. insert agreed Product Specification details.Appendix DProduct Returns and Claims1. The Supplier warrants that the products shall be of good and merchantable quality, strictly conform to Buyer’s specifications and standards and pass Quality Control inspection and testing.2. Market Returned Rate Definition Market returned unit: product is returned by endusers because of nonconformity to Exhibit B Term 1 description. Market returned rate: Within warranty period, the quantity of market returned units divides by the batch quantity plus 100%. Formula as below:Market returned rate = (quantity of market returned unit / the batch quantity) x 100%Market returned rate is to be calculated separately for each product (article number). If market returned unit is cause by any one or more of the following causes within warranty period, then Supplier assumes no responsibility。 Abuse or misuse of the product contrary to instructions pertaining to its operation。 Improper preventive maintenance by the user。 Alteration or modification of the product which may result in damage to the product, or failure to operate in accordance with specifications。 Improper installation or storage of the product。 Improper repair, modification or servicing of the product performed by any unauthorized service personnel。 Force majeure, including fire, flood accidents, natural disaster。 Returned without defect It must be clear that market returned unit calculation should not include those units with epidemic defect.3. Compensation CalculationIf satisfy terms setting forth above in this Exhibit and Term , Supplier shall pensate Buyer in accordance with the following formula:The batch quantity x (Real Market Returned Rate – Agreed Market Returned Rate) x Unit’s FOB priceReal Market Returned Rate means the actual percentage of market returned rate incurred which calculated in accordance with Term formula.Agreed Market Returned Rate means the percenta