【正文】 entitled to invoice Buyer in accordance with the payment terms setforth in Annex C hereto (i) for one hundred percent of the purchase pricefor mercial __________ system Shipped in Place, and (ii) with respectto Systems, the amount that would have been due had the System actuallybeen shipped, with the balance to be invoiced upon Acceptance. (c) Qualified acceptance by Buyer of the System or any portion thereof(Qualified Acceptance) shall occur at any time, either before or afterthe scheduled shipment or installation dates set forth in Annex B, i) upon determination by Buyer, and written notification toSeller, that the System, is suitable to mence the operations for whichBuyer intends to use it。 or ii) that the System has menced the operations for which Buyerintends to use it. (d) Qualified Acceptance shall have the same consequences as those setforth in Section 8 (b) above except that the amount due for Systems shallbe the difference between the amount paid to date and _________ percent ofthe amount that would have been due upon Acceptance, with the balance tobe invoiced upon Acceptance. (e) Neither Shipment in Place nor Qualified Acceptance shall relieveSeller from any of its responsibilities under this Contract, includingSuccessful Completion of the Acceptance Tests and correction of defects ordeficiencies in accordance with the terms and conditions hereof. 10. Taxes (a) Any and all taxes, levies, customs duties, sales, use, excise,value added and similar taxes to be levied on the Buyer in connection withthe performance of this Contract for the sale of goods and repair andinstallation services, which are now existing or which may be hereinafterimposed by any People39。s Republic of China governmental entity, shall beborne and paid by the Buyer. (b) All taxes in connection with the execution of this Contractimposed by any People39。s Republic of China governmental entity on theSeller, and all taxes in connection with the execution of this Contractimposed by any ___________ governmental entity on the Buyer, in accordancewith the tax laws which are now existing or which may be hereinafterimposed and the Agreement between the Government of ____________ and theGovernment of the People39。s Republic of China for the Avoidance of DoubleTaxation and the Prevention of Fiscal Evasion with Respect to Taxes onIne, shall be borne and paid by the Seller and Buyer, respectively. (c) With regard to Section 10 (b) above, the Seller shall remitpayment for such taxes to the relevant Chinese tax authorities through theBuyer within _______ working days after the Seller is in receipt of one(1) original certificate (invoice) for the taxes levied by the Chinesetaxation authorities. The Buyer shall remit payment for such taxes to therelevant ___________ tax authorities through the Seller within _______working days after the Buyer is in receipt of one (1) original certificate(invoice) for the taxes levied by the ___________ taxation authorities. (d) Any and all taxes, levies, customs duties, sales, use, excise,value added and similar taxes to be levied on the Seller in connectionwith the performance of this Contract for the sale of goods and repair andinstallation services, which are now existing or which may be hereinafterimposed by any _________ governmental entity, shall be borne and paid bythe Seller. 11. Operating Manuals and Other Materials/Training (a) Seller shall provide with each Commercial ________ system , one(1) User39。s Guide. (b) Seller shall provide Buyer with three (3) copies of all operatingmanuals and installation instructions for the System, as well asmaintenance manuals. (c) Prior to installation of the System, Seller shall provide Buyer39。semployees with a training course in the use of the System , as well as inputer management techniques. Furthermore, these employees shall observe the Acceptance TestProcedure (ATP). The training course and ATP described in this Article 11 (c) shalltake place over a ________ day period at the Seller39。s facilities in_____________, and all related expenses shall be borne by the Seller. (d) Following installation of the System, Seller or its designatedservice provider shall provide to Buyer39。s employees a training course ofup to ________ days in duration onsite at Buyer39。s facility. 12. System Warranties (a) Seller represents and warrants that it is the owner, or beneficiallicensee, of all intellectual property rights herein licensed, leased orsold to Buyer, and that it has the right to license, lease or sell thesame to Buyer. Seller warrants that the System and all equipment andrelated software furnished under this Contract (except for the ControlComputer (s) and Control Computer (s) operating system software), shall befree from defects in material and workmanship for a period of one (1) yearafter date of Acceptance, except with respect to Commercial and Consumer_________ system, for which the period shall extend for one (1) year afterdate of shipment. During such period Seller shall repair or replace andreinstall at Buyer39。s premises the System or any defective portion thereofwithout charge. Seller39。s warranty does not cover the Control Computer orthe Control Computer39。s operating system software included in the System,but Seller shall assign any outstanding manufacturer39。s warranty thereof toBuyer, to the extent assignable. If there is no such assigned warrantythat extends one (1) year beyond Acceptance, Seller shall purchase, inlieu of warranty, for the benefit of Buyer and as part of the purchaseprice, an extended hardware and software maintenance contract for suchControl Computer and operating system software which maintenance contractshall extend for a one (1) year period after acceptance. If any repair orr