国際契約英文法ー1つの文には1つの主題（2）

　　　　　　　INTERNATIONAL SALES CONTRACT
 
This INTERNATIONAL SALES CONTRACT (the “Contract”) is made between the Seller and the Buyer … on … (the “Product”) … 
 
1. PRODUCT & DELIVERY
1.1 PRODUCT SPECIFICATIONS & PRICE LIST.
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1.4 The Total Price of this Contract will be adjusted according to the final shipment mix of the Product’s model, the Product’s total TH performance and the unit price for each TH as specified in Article 1.1 of this Contract. …
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2. PAYMENT & THE PAYER’S ACCOUNT.
The Buyer shall pay the total payment ($ …)  before 15 January 2022.
 
3. TRADE TERM.
EXW  To: …, Port of Loading: …, Shipping Address: …, Shipping Method：…, Delivery Date : depending on the actual logistic availability in January 2022 …
 
4. BUYER’S OBLIGATIONS.
4.1 The payer of the payment shall be the Buyer of this Contract. …
 
4.2 The Buyer represents and warrants that it possesses all licenses, permits and other authorizations that are necessary or required for the lawful conduct of its business ...
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5. DELIVERY.
5.1 Trade Term in this Contract is based on Incoterms 2010 …
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5.3 All delivery dates are approximate …  The Seller shall not be liable for any damages of any kind resulting from delay in delivery.
 
5.4 If the Seller fails to deliver the Products before the latest delivery date agreed in this Contract, the Seller shall have the right to terminate this Contract ...  Upon termination of this Contract due to failure of the Seller described in this Article 5.4, the Seller will refund to the Buyer all the amount paid by the Buyer ...
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6. INSPECTION AND ACCEPTANCE.
 
The Buyer shall notify the Seller in writing on the day of receiving the Products … (the “Arrival Date”).  The Buyer shall examine the Products as soon as possible after the Arrival Date and shall notify the Seller in writing of any lack of conformity of the Products within 3 days from the date when the Buyer discovers or ought to have discovered the lack of conformity.  In any case the Buyer shall have no remedy for lack of conformity if it fails to notify the Seller thereof within 15 days from the Arrival Date.  The Products will be deemed as consistent with the agreement by both Parties if the Buyer fails to do so in the above-mentioned inspection and acceptance period.
 
7. CLAIM.
7.1 Any claim by the Buyer concerning to the Products … shall be filed within 30 days after the Arrival Date ...
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8. WARRANTIES.
8.1 The Seller’s Warranties
 
8.1.1 The Seller gives a warranty for all delivered Products 360 days from the date of the delivery.  If during this period defects in the Products are revealed, the Seller shall repair or replace, free of charge, any part proven defective in material, performance, or workmanship ...
 
8.1.2 The exclusions of the Seller’s warranty …
 
8.1.3 Other than the express warranties set forth in this Contract, the Seller disclaims all other … warranties, express or implied ...
 
8.2 The Buyer’s Warranties
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9. COMPLIANCE & SANCTIONS.
9.1 The Buyer undertakes that it will fully comply with all applicable laws in relation to export and import controls …
 
9.2 The Buyer … shall not export, re-export, transfer or otherwise release Products …, directly or indirectly, to or for …
 
9.3 The Buyer undertakes that it will not take any action under this Contract or use the Product(s) in a way that will be a breach of any anti-money laundering laws, any anti-corruption laws, and/or any counter-terrorist financing laws.
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10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Parties agree that the intellectual property rights in … the Product(s) … shall be the exclusive property of the Seller …
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11. LIABILITY FOR BREACH.
11.1 ... Except as otherwise provided in this Contract, if either Party fails to perform or partially performs its contractual obligations, it shall be liable for such breach and shall compensate all losses resulting thereof to the other Party.
 
11.2 If the Buyer cancels the order …, the Seller shall have the right to deduct all the Buyer’s payment … and the Seller shall also have the right to refuse to perform the delivery obligation under this Contract.
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11.4 If the Buyer delays in the payments, it shall pay compensation to the Seller …  The Seller has the right to terminate this Contract if the delay exceeds 30 days and to hold the Buyer to be liable for breach of contract under this Article 11 of this Contract.
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11.6 If there are damages or losses in the Buyer due to the quality or delivery of the Products, the Buyer’s remedies are limited to the repair or replacement under the Seller’s warranties.  Any other … warranty or liability relating to the condition or use of the Product are specifically disallowed …
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12. FORCE MAJEURE.
... Under all the conditions of force majeure, the Seller will not be responsible for the delay and failure of delivery or any problems of the quality of the Products.
 
13. APPLICABLE LAW AND JURISDICTION.
13.1 This Contract shall be governed by and construed in accordance with the laws of People’s Republic of China ...
 
13.2 Any disputes arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing, China for arbitration …
 
14. ATTORNEYS’ FEES.
 
15. CONFIDENTIALITY.
 
16. PERSONAL DATA
 
17. MISCELLANEOUS.
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17.2 This Contract shall constitute the entire agreement of both Parties ...
 
17.3 If any provision of this Contract is held to be invalid or unenforceable …, then that provision will be enforced to the maximum extent permissible in conformance with the intent of the parties, and the remaining provisions will remain in full force and effect.
 
17.4 For matters not covered in this Contract, both Parties shall enter into a written supplementary contract ...
 
17.5 The Seller may freely assign or transfer any of its rights, benefits or obligations under this Contract ... The Buyer may not assign or transfer … without the Seller’s prior written consent.
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(Signature Page of this INTERNATIONAL SALES CONTRACT)