【正文】 23 / 23。 日期（date）______ signature__________________________________ 仲裁裁決是終局的，對(duì)雙方均有約束力。 爭(zhēng)議的解決Art. 14 Without prejudice to article , a ground of relief under this clause relieves the party failing to perform from liability in damages, from penalties and other contractual sanctions, except from the duty to pay interest on money owing as long as and to the extent that the ground subsists. 如果免責(zé)的事由持續(xù)存在超過(guò)六個(gè)月，任何一方均有權(quán)通知解除合同。 A party seeking relief shall, as soon as practicable after the impediment and its effects upon his ability to perform bee known to him, give notice to the other party of such impediment and its effects on his ability to perform. Notice shall also be given when the ground of relief ceases.未發(fā)出兩種通知中任一種通知的一方，應(yīng)對(duì)本應(yīng)可以避免的損失承擔(dān)損害賠償責(zé)任。 that he could not reasonably have avoided or overe it or its effects. 主張免責(zé)的一方，盡其所能在知道該阻礙及其影響時(shí)，只要可行應(yīng)將該阻礙及其影響通知另一方。 (c) that he could not reasonably be expected to have taken into account the impediment and its effects upon his ability to perform at the time of the conclusion of the Contract, and (b) that the failure was due to an impediment beyond his control, and (a) A party is not liable for a failure to perform any of his obligations in so far as he proves: Force majeure The Buyer shall promptly inform the Seller of any claim made against the Buyer by his customers or third parties concerning the goods delivered or intellectual property rights related thereto. 賣(mài)方應(yīng)即時(shí)將可能涉及買(mǎi)方產(chǎn)品責(zé)任的索賠通知買(mǎi)方。 Unless otherwise agreed in writing, no action for lack of conformity can be taken by the Buyer, whether before judicial or arbitral tribunals, after 2 years from the date of arrival of the goods. It is expressly agreed that after the expiry of such term, the Buyer will not plead nonconformity of the goods, or make a counterclaim thereon, in defence to any action taken by the Seller against the Buyer for nonperformance of this Contract.第12條 雙方的合作Art. 12 Unless otherwise agreed in writing, the remedies under this article 11 are exclusive of any other remedy for nonconformity. 除非另有書(shū)面約定，在貨物到達(dá)之日起兩年之后，買(mǎi)方不得向法院或仲裁機(jī)構(gòu)提出貨物不符約定的訴求。這些差價(jià)不應(yīng)超過(guò)不符約定貨物價(jià)款的15％。 If the Seller has failed to perform his duties under article by the date on which the Buyer bees entitled to the maximum amount of liquidated damages according to that article, the Buyer may give notice in writing to terminate the Contract as regards the nonconforming goods unless the supply of replacement goods or the repair is effected within 5 days of receipt of such notice by the Seller. （c），買(mǎi)方有權(quán)獲得不超過(guò)不符約定貨物價(jià)款10％的附加損失的損害賠償金。 repair the goods, without any additional expense to the Buyer, or(b) Where goods are nonconforming (and provided the Buyer, having given notice of the lack of conformity in pliance with article , does not elect in the notice to retain them), the Seller shall at his option: (a)(b)的規(guī)定修復(fù)貨物的日期之間，每過(guò)一個(gè)完整周。無(wú)論如何買(mǎi)方將無(wú)權(quán)因貨物不符約定要求補(bǔ)償，如果買(mǎi)方未能在貨物到達(dá)約定目的港之日起12個(gè)月內(nèi)將貨物不符約定的情況書(shū)面通知賣(mài)方。 貨物不符約定Art. 11 In case of termination of the Contract under article or then in addition to any amount paid or payable under article , the Buyer is entitled to claim damages for any additional loss not exceeding 10% of the price of the nondelivered goods. 本條款項(xiàng)下的補(bǔ)償不包括遲延交貨或不交貨時(shí)的其它補(bǔ)償。 If the parties have agreed upon a cancellation date in Box I9, the Buyer may terminate the Contract by notification to the Seller as regards goods which have not been delivered by such cancellation date for any reason whatsoever (including a force majeure event).約定的遲延賠償金不得超過(guò)遲延交付的貨物價(jià)款的5%或約定的其它補(bǔ)償金的最高數(shù)額。如果買(mǎi)方從約定的交貨日起15日內(nèi)向賣(mài)方發(fā)出這樣的通知，損害賠償金從約定的交貨日起或在約定的交貨期限內(nèi)的最后一日起算。Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable Incoterm or, if no Incoterm is applicable, according to any previous course of dealing.第10條 遲延交貨、不交貨及其補(bǔ)償Art. 10Unless otherwise agreed, delivery shall be “Ex Works” (EXW).第9條 單證Art. 9If the parties have validly agreed on retention of title, the goods shall remain the property of the Seller until the plete payment of the price, or as otherwise agreed.第8條 合同的交貨貿(mào)易術(shù)語(yǔ)Art. 8 Unless otherwise agreed, the rate of interest shall be 2% above the average bank shortterm lending rate to prime borrowers prevailing for the currency of payment at the place of payment, or where no such rate exists at that place, then the same rate in the State of the currency of payment. In the absence of such a rate at either place the rate of interest shall be the appropriate rate fixed by the law of the State of the currency of payment.第7條 貨物所有權(quán)的保留Art. 7 If a party does not pay a sum of money when it falls due the other party is entitled to interest upon that sum from the time when payment is due to the time of payment. 除非另有約定，利率應(yīng)高于付款貨幣在付款地適用于一般借款人的平均的銀行短期貸款利率的2％，或者若在付款地沒(méi)有這種利率時(shí)，適用付款貨幣國(guó)的相同的利率。 To the extent that the parties have agreed that payment is to be backed by a bank guarantee, the Buyer is to provide, at least 30 days before the agreed date of delivery or at least 30 days before the earliest date within the agreed delivery period, a first demand bank guarantee subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce, or a standby letter of credit subject either to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce, i