FIELD CONTROLS, LLC: TERMS AND CONDITIONS OF PURCHASE

GENERAL PROVISIONS

  1. The definition of terms used, interpretation of this Purchase Order, and the rights of the parties shall be construed under and governed by the Uniform Commercial Code of the State of North Carolina. “Buyer” means Field Controls, LLC [and/or any of its divisions, subsidiaries, and/or affiliates].  “Seller” means the party to which this Purchase Order is addressed and also includes Seller’s principal if Seller is acting as broker or agent.  “Purchase Order” means the attached or enclosed purchase order, which includes these Terms and Conditions of Purchase, all performance requirements and specifications issued hereunder, and all drawings, models, and samples furnished hereunder.  “Goods” means those articles, materials, supplies, drawings, data, or other property or services described in the Purchase Order.
  2. If the Purchase Order is deemed to constitute an offer, it may be accepted only on terms set forth in the Purchase Order, including, without limitation, these Terms and Conditions. If the Purchase Order is deemed to constitute an acceptance of an offer, such acceptance is expressly conditioned on Seller’s assent to the terms of the Purchase Order, including, without limitation, these Terms and Conditions of Purchase, and shipment of any part of the Goods or other commencement of performance shall be deemed to constitute such assent.  Any additional and/or different terms and conditions proposed by Seller and/or any attempt by Seller to vary any of these terms and conditions shall be deemed a material alteration and is hereby objected to and rejected.
  3. Buyer may at any time, by written notice to Seller, make changes in the drawings, specifications, quantities, and delivery schedules and shipping instructions under the Purchase Order. If any such change increases or decreases the cost of performing the Purchase Order or the time required for its performance, an equitable adjustment in prices and/or delivery schedules shall be agreed between the parties as soon as practicable, but in any event no later than 10 days prior to delivery of the Goods.
  4. Buyer’s part number & Purchase Order number must appear on all shipping papers, invoices, parcels, or containers.
  5. In the event of Seller’s delay or failure to perform due to a cause beyond Seller’s reasonable control, including acts of God, government action, floods, epidemics, war, or riot, but excluding strikes or other labor disturbances or disputes involving Seller, the date for Seller’s performance shall be extended for a period equal to the time lost by reason of such occurrence; provided, however, that Seller shall take reasonable measures to mitigate and minimize the effect of such event and to continue with performance of its obligations, and Buyer may, at its option, cancel the Purchase Order with no resulting cost or liability to Buyer.
  6. North Carolina law shall apply to this Purchase Order and any proceeding relating hereto, notwithstanding its provisions regarding conflicts of law. If any provision or part of a provision of the Purchase Order is found to be illegal, invalid or unenforceable under any applicable law, such provision or part of a provision shall, insofar as it is severable from the remaining terms, be deemed omitted from Purchase Order and shall in no way affect the legality, validity or enforceability of the remaining terms.
  7. The Purchase Order constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the Parties. Seller may not assign any of the amounts due or to become due and may not assign or subcontract any of the work to be performed under the Purchase Order without the prior written consent of Buyer.
  8. All disputes arising under or in connection with the Purchase Order shall be resolved by (a) good-faith negotiations by knowledgeable, responsible representatives of each party who are fully authorized to settle any such dispute, or (b) in the event such negotiations do not resolve such dispute, binding arbitration held in Chicago, Illinois, by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear its own costs of these procedures; the parties shall equally split the fees of the arbitration and the arbitrator.  Notwithstanding the above, either party shall have the right to seek a temporary restraining Purchase Order or an injunction related to the purposes of the Purchase Order, to compel compliance with confidentiality obligations, or to file suit to compel compliance with this dispute resolution process.

PRICE; CREDIT; WAIVER OF LIENS

The Purchase Order shall not be filled at a higher price than specified herein.  If the price is omitted in the Purchase Order, the Goods shall be billed at the price last paid or quoted, or at the prevailing market price, whichever is lower. Buyer shall only be liable for such federal, state, and local taxes levied on Buyer which Seller is required by law to collect from Buyer.  Seller shall not assess, and Buyer shall not be responsible for, surcharges of any kind (including, but not limited to, surcharges for raw materials, fuel, freight or otherwise), unless specifically agreed to in a writing signed by Buyer which states the applicable surcharge and the precise method or formula by which such surcharge is determined. In the event importation of the Goods results in the assessment of a countervailing duty on Buyer as the importer, Seller shall reimburse such countervailing duty to Buyer, provided such reimbursement is permitted under applicable laws and regulations.

Seller agrees that the Goods are being sold to Buyer on credit under the terms described on the face of the Purchase Order.  If no credit terms are set forth or referenced on the face of the Purchase Order, payment shall be due after delivery of the Goods to Buyer, within 60 days of Buyer’s receipt of Seller’s invoice.

Invoices will be submitted by Seller to the location indicated on the Purchase Order and shall include the Purchase Order number, part number/product description, unit price, and name of person or party issuing the Purchase Order.  Unless specified in the Purchase Order or agreed otherwise in writing, all invoicing and payments shall be made in U.S. dollars.

Buyer shall have the right (but no duty) to withhold payment for any amounts in dispute.  Buyer shall have the right (but no duty) to withhold any payment and apply it to the payment of any obligations of Seller to Buyer arising out of the Purchase Order or any other Purchase Order or agreement between Seller and Buyer.

Seller expressly waives and releases any and all claims to any lien upon any Goods owned or purchased by Buyer.  The foregoing waiver and release of liens shall not apply to any consensual security interest created under a separate Security Agreement executed by Buyer pursuant to Article 9 of the Uniform Commercial Code.

DELIVERY; RISK OF LOSS; EXCESS SHIPMENTS AND DELAYS

  1. Time is of the essence in the performance of the Purchase Order. In the event of Seller’s delay or failure to perform (except when due to a cause beyond Seller’s reasonable control as outlined above), Seller shall pay to Buyer, upon demand, as liquidated damages and not as a penalty, an amount equal to 1.0% of the contract price of the Goods for every week of delay beyond the delivery date specified on the Purchase Order.
  2. The Goods shall be suitably packed and prepared for shipment to secure lowest transportation rates (unless a premium method is specified on the face hereof) and to comply with carrier and packaging regulations, including the International Standard for Phytosanitary Measures for wood used in packaging. Unless expressly agreed to by an authorized representative of Buyer, no charges shall be allowed for packing, crating, freight express, or cartage.  Buyer may select the mode of transportation, the routing of, and the carrier for the Goods.  Exceptions to stated routings and terms must be secured from an authorized representative of Buyer, and Seller shall be liable for excess transportation costs resulting from any deviation from Buyer’s instructions.
  3. Goods shall be delivered by Seller to Buyer’s place of business from which the Goods were ordered, unless otherwise specified on the face hereof. Unless Buyer instructs otherwise, shipments with the same ship to address must be combined for the lowest freight rates. Seller shall not send partial shipments unless authorized.
  4. Unless otherwise agreed in writing, all shipments shall be F.O.B. Buyer’s destination, and risk of loss as to such Goods shall remain with Seller until after the Goods are delivered and all nonconformities are cured or accepted. The party bearing the risk of loss shall be responsible for providing adequate insurance on shipments.
  5. Buyer’s count shall be conclusive, and Buyer shall have no liability for payment for Goods delivered in excess of the quantity specified herein unless Buyer elects to keep such excess, and then Buyer shall be liable only for the price thereof and not any incremental freight expenses. Such excess Goods shall, at Buyer’s option, be subject to rejection by Buyer and redelivery to Seller at Seller’s expense.
  6. If, prior to the time for delivery, Seller has reason to believe that it will be unable to meet its delivery schedule, it shall immediately notify Buyer in writing indicating the cause of delay and the suppliers involved and shall use its best efforts to cure the anticipated delay. Upon receipt of such notice, or upon occurrence of an actual delay, Buyer may, in its sole discretion, (i) direct expedited routing of the Goods, with Seller being responsible for all excess costs, or (ii) cancel the Order by written notice to Seller and purchase substitute Goods elsewhere, with Seller being responsible for all resulting excess costs, including, without limitation, any increase in the price paid for the Goods and any expenses to expedite routing of the substitute Goods.

INSPECTION; REJECTION AND REVOCATION OF ACCEPTANCE

After receipt of the Goods, Buyer shall have a reasonable time, but not less than 10 days, in which to inspect and accept or reject the Goods, and payment for the Goods shall not constitute acceptance.  Buyer reserves the right to reject Goods not conforming to the Purchase Order.  Unless specifically agreed otherwise, Rejected Goods shall be returned to Seller for full credit or replacement, at Seller’s risk and expense, including transportation costs both ways.  Buyer may, at its option, purchase substitute Goods in lieu of the rejected Goods, with Seller being responsible for all resulting excess costs, including, without limitation, any increase in the price paid for the Goods and any expenses to expedite routing of the substitute Goods.  Acceptance by Buyer of part of the Goods shall not bind Buyer to accept the remainder.  Acceptance of all or a part of the Goods shall not deprive Buyer of the right to revoke acceptance and return any part of the Goods or the right to make a claim for damages because of the failure of the Goods to conform to the Purchase Order by reason of defects or other breach of warranty or by reason of damage caused by improper packing.  Buyer shall not be liable to Seller for failure to accept the Goods for causes beyond Buyer’s reasonable control.

WARRANTIES

  1. In addition to Seller’s standard warranty on the Goods, Seller warrants, for the longer of either 12 months after Buyer’s final acceptance of Goods or Seller’s standard warranty period, that all Goods shall (i) strictly conform to the terms, conditions, specifications, descriptions, drawings, and data specified herein or furnished herewith; (ii) be of good design, quality, material, and workmanship; (iii) be free from defects in materials and shall be merchantable and fit for their particular purpose; (iv) meet applicable industrial or governmental safety standards; (v) be manufactured and produced in compliance with all applicable laws; and (vi) be free from liens, security interests or encumbrances.
  2. Seller further warrants that all Goods are free of asbestos and all other hazardous substances and that no claim, demand, or notice has been filed nor any proceeding commenced alleging liability of Seller in connection with the use of asbestos and/or any other hazardous substances relating in any way to the manufacture or sale of the Goods. Seller shall provide a material safety data sheet for each substance containing a toxic substance that is purchased by Buyer from Seller, and Seller shall affix on each container containing toxic substances the chemical name and the appropriate hazard warning for the use and safe handling of the toxic substance. Seller shall provide other material safety data sheets relating to the Goods upon request.
  3. Seller further warrants that Seller will have title to the Goods and the right to sell such Goods at the time of delivery to Buyer, and that all such Goods shall be new and unused (unless otherwise specified in the Purchase Order) at the time of delivery to Buyer.
  4. Seller shall also extend to Buyer the warranties or guaranties, if any, given to Seller by any third party manufacturer of component parts and accessories incorporated into the Goods sold hereunder. Seller agrees to use its best efforts and will cooperate with Buyer in enforcing any claims against such third party manufacturer(s) for defects that may occur.
  5. All warranties shall survive any intermediate or final inspections, delivery, acceptance, or payment by Buyer, and all such warranties shall run to Buyer, its successors, assigns, customers, and users of the Goods. No warranties shall be deemed disclaimed or excluded except in writing signed by an authorized representative of Buyer.  Repairs or replacements of defective Goods shall be made by Seller, without cost to Buyer, at any time within the applicable warranty period of the Goods, with any return shipping at Seller’s expense.

PATENTS

Seller shall protect and indemnify Buyer from and against any loss, cost, damage, or expense arising from infringement or alleged infringement of any patent of the United States or foreign letters patent by any of the Goods, and Seller shall defend or settle at its own expense any suit, action, or proceeding brought against Buyer for such infringement.  Furthermore, in the event that Buyer should be enjoined in such suit or proceeding from using any of the Goods, Seller, at its option, shall promptly either (a) secure termination of the injunction and obtain for Buyer the right to use such Goods without any obligation or liability; (b) replace such Goods with non-infringing goods, all at Seller’s expense and to Buyer’s satisfaction; or (c) remove such Goods at Seller’s expense and refund to Buyer the amount paid.  The provisions of this paragraph shall not apply to claims, demands, suits, or injunctions directly attributable to Goods manufactured by Seller in accordance with Buyer’s specific instructions, specifications, design, or drawings.

INDEMNIFICATION

Seller shall defend, indemnify and save harmless Buyer from and against any loss, cost, damage, or expense, including but not limited to reasonable attorneys’ fees, suffered or incurred by Buyer, Buyer’s affiliates, and/or their respective directors, officers, employees and agents and/or for which any of them may be liable to any third party, due to, arising from or in connection with, directly or indirectly:

  1. any and all claims made against Buyer by reason of injury or death to person or damage to property suffered or claimed to have been suffered by any person or entity and caused or alleged to have been caused by defective Goods or by any act or omission of Seller or any of Seller’s subcontractors, employees, or agents;
  2. any and all damage to Buyer’s property, including property occupied or used by or in the care, custody, or control of Seller, caused or alleged to have been caused by defective Goods or by any act or omission of Seller or any of Seller’s subcontractors, employees, or agents;
  3. any and all claims made against Buyer by reason of injury or death to person or damage to property, howsoever caused or alleged to have been caused, and suffered or claimed to have been suffered by Seller or any of Seller’s subcontractors, employees, or agents;
  4. liabilities, claims, fines, civil and criminal penalties which arise directly or indirectly out of the failure of Seller to comply with the Insurance and/or Compliance with Law provisions of the Purchase Order; and
  5. an actual or alleged breach of warranty under the Purchase Order or other actual or alleged breach of the Purchase Order by Seller.

In no event shall Seller be required to indemnify Buyer for any injury, death, or loss caused solely by the negligence of Buyer.

INSURANCE

Seller shall maintain in force standard liability insurance of the type and in such amounts as reasonably satisfactory to Buyer and shall furnish Buyer, at any time upon request, with a certificate of insurance that shall provide for Buyer to receive at least 30 days’ prior written notice of modification, non-renewal, cancellation or termination.

NON-WAIVER; CUMULATIVE REMEDIES

The failure of Buyer to insist upon strict performance of any terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to properly notify Seller in the event of breach, the acceptance of or payment for any Goods, or approval of design, shall not release Seller from any of the warranties or obligations and shall not be deemed a waiver of any right of Buyer to insist upon strict performance or of any of its rights or remedies as to the Goods or as to any prior or subsequent default, nor shall any purported oral modification or rescission of the Purchase Order by Buyer operate as a waiver of any of the terms hereof.  Any right or remedy of Buyer provided herein is in addition to Buyer’s other rights and remedies provided herein or by law.

COMPLIANCE WITH LAWS

Seller warrants and agrees that it shall comply with all applicable laws, regulations and administrative requirements and not take any action that would subject Buyer penalties under U.S. or foreign laws, regulations or administrative requirements. Seller acknowledges that it has read Buyer’s Global Business Partner Code of Conduct and will comply with all terms thereof. 

CANCELLATION; TERMINATION OF PURCHASE ORDER

  1. Buyer reserves the right to cancel any item on the Purchase Order or terminate Seller’s performance under the Purchase Order, in whole or in part, by written notice to Seller, whereupon Seller shall terminate its performance on such date of notice and shall terminate all Purchase Orders and subcontracts to the extent they relate to such performance. Seller shall promptly advise Buyer of the quantities of Goods and raw material on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof.  Seller shall comply with Buyer’s instructions regarding disposition of Goods and raw materials.  Seller shall submit to Buyer in writing notice of its intention to submit claims based on such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived.  Buyer shall pay Seller the Purchase Order price of finished Goods accepted by Buyer and the cost to Seller, excluding profits and losses, of work in process and raw materials relating to the Purchase Order, less the agreed value of any Goods used or sold by Seller with Buyer’s consent.  Buyer reserves the right to verify such claims at any reasonable time or times by inspecting and auditing the records, facilities, work, or materials of Seller relating to the Purchase Order.  Buyer will make no payments for finished work, work in process, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order.  Notwithstanding the above, payments made under this paragraph shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made.  Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminated.
  2. To the extent the Purchase Order covers Goods normally carried in the inventory of Seller, as distinguished from Goods specially made to Buyer’s specifications, Buyer shall have no liability for any termination of the Purchase Order, in whole or in part, prior to actual shipment. For any termination for which the notice thereof is sent to Seller after receipt of Goods by Buyer, liability shall be limited to returning such Goods and reimbursing Seller the direct cost of handling and transportation.

BUYER’S PROPERTY; CONFIDENTIALITY; RIGHTS IN INVENTIONS

  1. Buyer retains title to all information and materials (including, but not limited to, all drawings, designs, specifications, technical data, production or product “know-how”, and/or proprietary information of Buyer, in whatever form or format, furnished to Seller to facilitate performance under the Purchase Order, and the same shall be (i) treated as Buyer’s confidential information and held in strict confidence, (ii) used exclusively by Seller to complete the Purchase Order, and (iii) returned to Buyer at its direction or within 5 days after completion, termination, or cancellation of the Purchase Order, along with all copies or reproductions thereof. Seller shall restrict disclosure of such information solely to those of its employees, representatives, agents and subsuppliers who have a need to know for purposes of completing the Purchase Order and shall ensure that each recipient of such information is aware of and is made subject to the obligations to keep such information confidential.
  2. All property of Buyer furnished or made available to Seller for performance of work under the Purchase Order, including, but not limited to, materials, tools, tooling, special tooling (as defined below), equipment, and replacements thereof, shall remain the property of Buyer, shall be segregated from Seller’s property and be individually marked and identified as Buyer’s property and shall be promptly returned to Buyer at its written request, or upon termination, cancellation, or completion of the Purchase Order. Seller shall maintain and keep up-to-date a list of all such property and shall furnish the list to Buyer upon request. Such property, including, without limitation, special tooling, shall be used exclusively for performance under the Purchase Order and Seller agrees to: (i) maintain such property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) purchase insurance to cover the replacement cost thereof, with the proceeds payable to Buyer, and furnish Buyer evidence of such insurance upon request; (iii) permit inspection of such property by Buyer during normal business hours; (iv) at Buyer’s request, furnish detailed statements of such inventory; and (v) fully cooperate and assist Buyer in any effort by it to obtain possession of such property through court proceedings or otherwise.
  3. Seller agrees to assign to Buyer and not otherwise to make use of any invention, improvement, or discovery, whether or not patentable, which is conceived or reduced to practice in performance of the work under the Purchase Order by any employee of Seller or any person working under Seller’s direction. Seller shall cooperate with Buyer to complete such assignment and shall execute all documentation reasonably requested by Buyer to effect the assignment.
  4. Before commencing work under the Purchase Order, Seller agrees to obtain Buyer’s prior written approval for the purchase of any special tooling, describing in detail in such request each item and its price. Upon completion, cancellation, or termination of the work for which such special tooling is required, Seller shall prepare a list of Goods for which special tooling has been used, together with a detailed listing in a form acceptable to Buyer of the special tooling, including each item’s unamortized cost and fair market value, and shall upon request by Buyer, in its sole discretion, transfer title to the special tooling to Buyer, by written assignment, free and clear of liens and encumbrances, in exchange for the lesser of the tooling’s unamortized cost or fair market value, and shall transfer possession of the special tooling to Buyer, except that Buyer shall be under no obligation to purchase such special tooling.  Buyer reserves the right to dispose of special tooling without taking possession thereof and to receive any salvage or resale revenues resulting therefrom.  Seller agrees that Buyer shall have the right to enter Seller’s premises for the purpose of obtaining possession of any special tooling.
  5. As used herein, “special tooling” means all patterns, dies, fixtures, molds, jigs, models, gauges, inspection devices, special cutting tools, special test devices, drawings, and templates, and any replacements thereof, which, prior to the date of the Purchase Order, were not owned or used by Seller and which Seller has been or will be required to acquire and use solely for the purpose of furnishing Goods under the Purchase Order. Special tooling does not include tools, capital items, or property owned by or furnished by Buyer.

 

[Additional terms for China purchases; in the event of a conflict between these terms and those included in these Terms and Conditions, the following terms shall govern when purchases are made in China.]

Applicable Law and Jurisdiction     

The formation, existence, construction, performance, validity and all aspects of the agreement arising from this Purchase Order shall be governed by the laws of the People’s Republic of China without regard to its conflicts of laws principles. Buyer and Supplier agree that the United Nations Convention on contracts for the International Sale of Goods (1980) is excluded and shall not apply to the agreement arising from this Purchase Order or the transactions contemplated by such agreement.

适用法律和管辖权

对于因本订单而产生的协议，其形成、存在、解释、履行、有效性和所有方面均受中华人民共和国法律管辖（不考虑其法律冲突原则）。采购方和供应商同意排除《联合国国际货物销售合同公约》（1980 年），不应将其用于因本订单而产生的协议或此类协议规定的交易。

Terms of Payment

Terms of payment will be net 55 days from receipt of an invoice unless otherwise agreed in writing. All invoices must itemize transportation charges, taxes, and packaging separately. Buyer reserves the right to withhold payment if an invoice does not reference a valid Purchase Order number, position number, proper quantity, and item description.

支付期限

除非另有书面协议，否则付款期限为收到发票时起整 55 天。所有发票必须逐项列出运输费用、税费和包装费用。如果发票未注明有效采购订单编号、位置编号、正确数量和项目说明，采购方有权拒绝付款。

Compliance with Laws

Supplier will fully comply with all applicable PRC laws and regulations as well as other applicable foreign laws, ordinances, rules and codes, including, without limiting the generality of the foregoing, those relating to occupational health and evidence of compliance when requested by Buyer.

遵守法律

供应商将完全遵守所有适用的中华人民共和国法律和法规以及其他适用的外国法律、法令、规则和规章，包括（在不限制上述规定一般性的情况下）有关职业健康和安全的此类规定。供应商将在采购方要求时提供其遵守法律法规的证据。

Title and Delivery of Goods

Terms of sale will be Delivered Duty Paid (DDP) (Incoterms 2010) to the designated destination on this Purchase Order, unless otherwise specified.

货物的所有权和交付

除非另有说明，否则采用的销售条款为：在完税后交货 (DDP)（2010 年国际贸易术语）到本采购订单上指定的目的地。

Duty Drawback Rights

This Purchase Order includes all related customs duty and import drawback rights, if any, which Supplier can transfer to Buyer (including rights developed by substitution and rights, which may be acquired from Supplier’s suppliers). Supplier agrees to inform Buyer of the existence of any such rights and to supply such documents as may be required to attain such drawback.

退税权

本采购订单包含供应商可能转移给采购方的所有相关海关关税权和出口退税权（如有），包括使用替代品产生的权利和从供应商的供应商处可能获得的权利。供应商同意告知采购方任何这种权利的存在，并同意提供在寻求上述退税时可能需要的此类文件。

R&D Tax Credit/Grants

Buyer retains the right to all claims for government support for research and development, including any grants, tax credits, or tax refunds available under applicable PRC law and other applicable foreign tax incentive laws.

研发税收抵免/补助金

采购方保留所有向政府申请研发支持的权力，包括在中华人民共和国的适用法律或其他国家/地区的税收激励法律下可享受的任何补助金、税收抵免或退税。

Security Initiatives

Supplier agrees to make best efforts to assist Buyer in participating in all governmental security/border initiatives to strengthen supply chain and border security, including but not limited to, Customs Trade Partners Against Terrorism (C-TPAT) and Partners in Protection.

安全举措

供应商同意尽最大努力协助采购方参与所有政府安全/边界举措，以加强供应链和边界安全，包括但不限于海关-商贸反恐怖联盟 (C-TPAT) 计划和合作伙伴保护 (Partners in Protection) 计划。

Governing Language

These Terms and Conditions are in the English and Chinese language versions. In case of any discrepancy between the English and Chinese versions, the English language version shall prevail, and shall be controlling in all respects.

主导语言

本条款和条件提供英语和简体中文版本。如英语和简体中文版本之间存在出入，应以英语版本为准，并由其在所有方面发挥主导作用。

Dispute Resolution

All disputes arising under or in connection with the Purchase Order, except with respect to a dispute relating to intellectual property, which dispute shall be resolved by a court of competent jurisdiction, shall be resolved by (a) good-faith negotiations by knowledgeable, responsible representatives of each party who are fully authorized to settle any such dispute, or (b) in the event such negotiations do not resolve such dispute, binding arbitration held in Hong Kong, PRC, by a panel of three arbitrators (the parties each selecting one arbitrator, and the third arbitrator being selected by the arbitrators selected by the parties) pursuant to the Administered Arbitration Rules of the Hong Kong International Arbitration Centre. The Parties agree that any arbitration shall be conducted on a one-on-one basis between Company and Representative. Each party shall bear its own costs of these procedures; the parties shall equally split the fees of the arbitration and the arbitrator. Notwithstanding the above, either party shall have the right to seek a temporary restraining order or an injunction related to the purposes of the Purchase Order, to compel compliance with confidentiality obligations, or to file suit to compel compliance with this dispute resolution process. This process does not constitute a waiver of the dispute resolution provisions of this Section 25.

争议的解决

双方应通过以下方式解决源自本订单或与之相关的所有争议：(a) 由每一方指定的全权解决争议的知识渊博、责任心强的代表进行真诚谈判；或者 (b) 如果无法通过谈判解决议，则由三名仲裁员组成的仲裁小组（双方各选择一名仲裁员，第三名仲裁员由双方选择的仲裁员共同指定）在香港根据“香港国际仲裁中心机构仲裁规则”作出具有约束力的仲裁。双方同意，公司与代表之间的任何仲裁均以一对一的方式进行。各方应自行承担这些程序的费用；双方应平等分担仲裁费用和仲裁员费用。尽管有前述约定，任何一方有权申请与本采购订单目的有关的临时限制令或禁止令，以强制要求遵守保密义务，或提起诉讼以强制要求遵守争议解决流程。本流程不构成对第25条争议解决规定的放弃。

 

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