【正文】 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 percentage。 Improper repair, modification or servicing of the product performed by any unauthorized service personnel。 Alteration or modification of the product which may result in damage to the product, or failure to operate in accordance with specifications。 Abuse or misuse of the product contrary to instructions pertaining to its operation。 or A fundamental provision of this Contract (without which one or both of the Parties would not have entered into the Contract) is declared or bees invalid under Applicable Law.17. Force Majeure Definition of Force Majeure “Force Majeure” shall mean all events which are beyond the control of the Parties to this Contract, and which are unforeseen, unavoidable or insurmountable, and which prevent total or partial performance by either of the Parties. Such events shall include earthquakes, typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law or the application thereof or any other instances which cannot be foreseen, prevented or controlled, including instances which are accepted as Force Majeure in general international mercial practice. Consequences of Force Majeure If an event of Force Majeure occurs, a Party’s contractual obligations affected by such an event under this Contract shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty, for a period equal to such suspension. The Party claiming Force Majeure shall promptly inform the other Parties in writing and shall furnish within [fifteen (15)] days thereafter sufficient proof of the occurrence and duration of such Force Majeure. The Party claiming Force Majeure shall also use all reasonable endeavours to terminate the Force Majeure. In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure.18．Settlement of Disputes Friendly consultations In the event of any dispute, controversy or claim (collectively, “dispute”) arising out of or relating to this Contract, or the breach, termination or invalidity hereof, the Parties shall attempt in the first instance to resolve such dispute through friendly consultations. Arbitration If any dispute is not resolved by friendly consultations within sixty (60) days after the date such consultations were first requested by a Party, then any Party may submit the dispute for arbitration to the China International Economic and Trade Arbitration Commission south China submission in Shenzhen City in accordance with its rules of arbitration procedure, supplemented by the following: There shall be one (1) arbitrator appointed by the arbitration body. The arbitration proceedings shall be conducted in the ENGLISH language. The arbitration award shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly. All costs of arbitration shall be bourne by the Parties as determined by the arbitration tribunal.. Continuing Rights and Obligations When any dispute occurs and is the subject of friendly consultations or arbitration, the Parties shall continue to exercise their remaining respective rights and fulfill their remaining respective obligations under this Contract, except in respect of those matters under dispute. Enforcement of Award Judgment upon any arbitral award may be entered in any court having jurisdiction over the Party against which the award has been rendered, or application may be made to any such court for judicial acceptance of the award and an order of enforcement, as the case may be. In the event of judicial acceptance and an order of enforcement, each Party expressly waives all rights to object thereto, including any defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state. Injunctive Relief Notwithstanding the foregoing, the Parties agree that each Party has the right to seek injunctive or other similar relief in any court of petent jurisdiction in respect of any claims of breach of confidentiality or IPR infringement.19. Applicable Law The validity, interpretation and implementation of this Contract shall be governed by the laws of the People’s Republic of China.20. Breach of Contract Remedies for Breach of Contract Except as otherwise provided herein, if a Party (“Breaching Party”) fails to perform any of its material obligations under this Contact, then the other Party (“Aggrieved Party”) may at its option: Give written notice to the breaching party describing the nature and scope of the breach and demand that the breaching party cure the breach at its cost within a reasonable time specified in the notice (“Cure Period”)。 or the other Party bees bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business or bees unable to pay its debts as they e due。 is or bees public knowledge otherwise than through the receiving Party’s breach of this Contract。 not to use Confidential Information for any purpose other than those specifically set out in this Contract。% for exchange rate goes every 177。 per day. Supplier must deliver the Pro