ORGALIME 2000 通则-对照

PREAMBLE 导言
1.These General Conditions shall apply when the
parties agree in writing or otherwise thereto.
When the General Conditions apply to a specific contract, modifications of or deviations from them must be agreed in writing.
此通用条款适用于双方书面或其它形式同意，
当通用条款适用于某一特定合同，修改或变更
须有书面同意。

The objects to be supplied under these General Conditions is (are) hereinafter referred to as the Product.
通用条款下供应的产品标的，以下简称为产品
Wherever these General Conditions use the term in writing, this shall mean by document signed by the parties, or by letter, fax, electronic mail and by such other means as are agreed by the parties.
当通则条款使用时，意味着双方通过书面认可，或信件，传真，电子邮件方式认可，或双方认
可的其他方式。

PRODUCT INFROMATION 产品信息
2.All information and data contained in general
product documentation and price lists, whether in electronic or any other form, are binding only to the extent that they are by reference expressly included in the contract.
产品文档和价格表中的所有信息和数据，以电
子或其他形式，只有通过合同形式表述才具有
约束力。

DRAWINGS AND DESCRIPTION 图纸和描述
3.All drawings and technical documents relating to
the Product or its manufacture submitted by one party to the other, prior or subsequent to the formation of the contract, shall remain the
property of the submitting party.
产品相关的，或由厂家提交到另一方的图纸和
技术资料，或合同外或合同内的资料信息，最
终版权均为提交方。

Drawings, technical documents or other technical information received by one party shall
not, without the consent of the other party, be
used for any other purpose than that for which
they were provided. They may not, without the
consent of the submitting party, otherwise be
used or copied, reproduced, transmitted or communicated to a third party.
合同一方收到的图纸、技术文献或其它技术资
料在没有供方同意认可下，不得使用于超出合
同范围规定用途以外的其他用途。

在没有供方
同意时，买方不得将此信息资料使用、复印、
散播给第三方使用。

4.The supplier shall, not later than at the date of
delivery, provide free of charge information and
drawings which are necessary to permit the Purchaser to erect, commission, operate and maintain the Product. Such information and drawings shall be supplied in the number of
copies agreed upon or at least one copy of each.
The supplier shall not be obliged to provide manufacturing drawings for the Product or for
spare parts.
供方免费为买方提供安装、运行、操作和维护
产品必须的图纸和资料，且不晚于交货时。

此
类资料和图纸的份数由双方协商认可或最少一
份复印件。

供方有权不提供产品或备件的制造
图纸。

ACCEPTANCE TESTS 验收测试
5.Acceptance tests provided for in the contract
shall, unless otherwise agreed, be carried out at
the place of manufacture during normal working
hours.
验收试验应在产品生产地、正常工作时间进行；
合同另行规定除外。

If the contract does not specify the technical requirements, the tests shall be carried out in accordance with general practice in the appropriate branch of industry concerned in the
country of manufacture.
若合同中没有明确技术规定，则验收试验参照
生产商国家的通用规则进行。

6.The supplied shall notify the Purchaser in writing
of the acceptance tests in sufficient time to permit the Purchaser to be represented at the
tests. If the Purchaser is not represented, the test
report shall be sent to the Purchaser and shall be
accepted as accurate.
供方应提前通知、并使买方有足够时间到达现
场进行测试验收。

若买方未能到场验收，验收
报告将送交买家且认同为接受。

7.If the acceptance tests show the Product not to
be in accordance with the contract, the Supplier
shall without delay remedy any deficiencies in order to ensure that the Product complies with
the contract. New tests shall then be carried out
at the Purchaser’s request, unless the deficiency
was insignificant.
若验收中产品出现于合同规定不符时，供方应
及时修复、弥补以满足合同要求。

且需应买家
的要求重新进行验收测试，细小偏差除外。

8.The Supplier shall bear all costs for acceptance
tests carried out at the place of manufacture.
The Purchaser shall however bear all travelling
and living expenses for his representatives in connection with such tests.
供方承担在生产地验收发生的费用；买家承担
其验收代表的相关费用。

DELIVERY. PASSING OF RISK 交货、风险转移
9.Any agreed trade term shall be construed in
accordance with the INCOTERMS in force at the
formation of the contract.
贸易条款解释依据国际贸易术语通则。

If not trade term is specifically agreed, the delivery shall be Ex works. (EXW)
交货条款不明确规定时，均采用工厂交货条款。

If, in the case of delivery Ex works, the Supplier, at the request of the Purchaser, undertakes to sent the Product to its destination, the risk will pass not later than when the Product is handed over to the first carrier.
若以工厂交货方式交货，供方应买方要求将产
品运至目的地，风险转移时间不迟于产品交于
第一承运人。

Partial shipments shall be permitted unless otherwise agreed.
允许产品分批装运，另有约定除外。

TIME FOR DELIVERY. DELAY 交货时间、延迟
10.If the parties, instead of specifying the date for
delivery, have specified a period of time on the expiry of which delivery shall take place, such
period shall start to run as soon as the contract is entered into, all official formalities have been completed, payments due at the formation of the contract have been made, any agreed securities have been given and any other preconditions have been fulfilled.
若双方约定交货期满时间，则以合同执行、或
正式文件确认、或合同约定的付款已支付、或
双方任何的债券支付或其它已履约的前提条件
为开始计起。

特殊约定除外。

11.If the Supplier anticipates that he will not be able
to deliver the Product at the time of for delivery, he shall forthwith notify the Purchaser thereof in writing, stating the reason, and, if possible, the time when delivery can be expected.
若供方执行中无法按照预定时间交货，应提前
以书面说明原因通知买家；若有条件提供出延
迟交货的预期时间。

If the Supplier fails to give such notice, the
Purchaser shall be entitled to compensation for
any additional costs which he incurs and which
he could have avoided had he received such notice.
若供方没有提前做出通知说明，买方有权向供
方索要因没有提前得到通知而造成的不必要损
失。

12.If delay in delivery is caused by any of the
circumstances mentioned in Clause 39 or by an
act or omission on the part of the Purchaser, including suspension under Clauses 20 or 42, the
time for delivery shall be extended by a period
which is reasonable having regard to all the circumstances in the case. This provision applies
regardless of whether the reason for the delay occurs before or after the agreed time for delivery.
若出现条款39条中提及的原因，或由于买方的
行为或疏漏，或条款20、24中的暂停条件下，综合考虑可适当合理地延长交货期。

此条款是
适用于约定交货期之前和之后的延迟条款。

13.If the Product is not delivered at the time of
delivery (as defined in Clauses 10 and 12), the Purchaser is entitled to liquidated damages from
the date on which delivery should have taken place.
若产品没有按时交货（条款10和12中），买方
有权提起自约定交货之日计起的违约赔偿。

The liquidation damages shall be payable at a rate of 0.5 percent of the purchase price of each
completed week of delay. The liquidated damages shall not exceed 7.5 percent of the purchase price.
违约金赔偿标准为每周采购合同额的0.5%计算，总额不超过合同额的7.5%。

If only part of the Product is delayed, the liquidated damages shall be calculated on the
part of the purchase price which is attributable
to such part of the Product as cannot in consequence of the delay be used as intended by
the parties.
若部分产品未能按时交货，违约金按照此部分
产品采购价格进行计算。

The liquidated damages become due at the Purchaser’s demand in writing but not before delivery has been completed or the contract is terminated under Clause 14.
买家书面索要赔偿金赔付日不得早于交货最终
完成或条款14中的合同终结约定日。

The Purchaser shall forfeit his right to liquidated damages if he has not lodged a claim in writing for such damages within six months after the time when delivery should have taken place.
若买家未能在预定交货期后的六个月内提起书
面的赔偿金索赔，则视为其放弃索赔权。

14.If the delay in delivery is such that the Purchaser
is entitled to maximum liquidated damages under Clauses 13 and if the Product is still not delivered, the Purchaser may in writing demand delivery within a final reasonable period which shall not be less than one week.
交货延迟后，买家书面提出合理的、且不短于1
星期的最终交货时间，供方仍未能交货，买家
有权依据条款13最大化地索赔违约金。

If the Supplier does not deliver within such final period of this is not due to any circumstance for which the Purchaser is responsible, then the Purchaser may by notice in writing to he Supplier terminated the contract in respect of such part of the Product as cannot in consequences of the Supplier’s failure to deliver be used as intended by the parties.
非买家原因，供方仍未在最终交货期内交付产
品，买家有权终止与买家之间的未交付部分产
品的采购合同。

If the Purchaser terminates the contracts he shall be entitled to compensation for the loss he has suffered as a result of the Supplier’s delay. The total compensation, including the liquidated damages which are payable under Clause 13,
shall not exceed 15 per cent of that part of the
purchase price which is attributable to the part
of the Product in respect of which the contract is
terminated.
买家终止合同，且有权就供方的延迟发货所产
生的损失索取补偿；全部补偿包括13条款中的
违约金，且总额不超过未交付产品（终止合同
部分的采购产品）采购额的15%。

The Purchaser shall also have the right to terminate the contract by notice in writing to the
Supplier, if it is clear form the circumstances that
there will occur a delay in delivery which, under
Clause 13 would entitle the Purchaser to maximum liquidated damages.
买家应以书面形式通知供方终止合同，且依据
条款13中约定的延迟交货内容，买家有权最大
化的索赔。

In case of termination on this ground, the Purchaser shall be entitled to maximum
liquidated damages and compensation under the
third paragraph of this Clause 14.
若发生合同终止，买家有权依据本条款14中的
第3段最大化的索取违约赔偿金和补偿金。

15.Liquidated damages under Clause 13 and
termination of the contract with limited
compensation under Clause 14 are the only remedies available to the Purchaser in case of
delay on the part of the Supplier. All other claims
against the Supplier based on such delay shall be
excluded, except where the Supplier has been
guilty of gross negligence.
条款13中的违约金和条款14中的合同终止的
有限赔偿为买方向供方所造成延期交货的唯一
补救。

不包含针对供方的其他形式索赔，因供
方的重大过失所造成情况除外。

In these General Conditions gross negligence shall mean an act or omission implying either a
failure to pay due regard to serious consequences, which a conscientious supplier
would normally foresees as likely to ensue, or a
deliberate disregard of the consequences of such act or omission.
本通则规定重大过失：因行为或疏忽且不考虑
严重后果，而作为一个负责人的供方应预见和
考虑到的情形；或故意疏忽造成严重后果的行
为。

16.If the Purchaser anticipated that he will be
unable to accept delivery of the Product at the delivery time, he shall forthwith notify the Supplier in writing thereof, stating the reason and, if possible, the time when he will be able to accept delivery.
若买家不接受产品的交货时间，应提前以书面
形式告知供方原因，和其预期的交货时间。

If the Purchaser fails to accept delivery at the delivery time, he shall nevertheless pay any part of the purchase price which becomes due on delivery, as if delivery had taken place. The Supplier shall arrange for storage of the Product at the risk and expense of the Purchaser. The Supplier shall also, if the Purchaser so requires, insure the Product at the Purchaser’s expense.
供方实际交货时，买家不接受交货，买家应支
付部分费用。

供方安排产品存储，费用和风险
由买家承担。

供方也应就买家要求为产品承保，费用由买家承担。

17.Unless the Purchaser’s failure to accept delivery
is due to any such circumstance as mentioned in Clause 39, the Supplier may by notice in writing require the Purchaser to accept delivery within a final reasonable period.
条款39中情况，买家不能按正常交货期接收，供方应以书面形式通知买家给出最终的、合理
的收货宽限时间。

If, for any reason for which the Supplier is not responsible, the Purchaser fails to accept delivery within such period, the Supplier may by notice in writing terminate the contract in whole or in part. The Supplier shall then be entitled to compensation for the loss he has suffered by
reason of the Purchaser’s default. The compensation shall not exceed that part of the purchase price which is attributable to that part of the Product in respect of which the contract is terminated.
出于某种非供方原因，买家不能在宽限后的收
货期收货，供方有权终止全部或部分合同。

供
方可就其因买家造成的损失要求补偿，补偿额
不超过造成合同终止的部分产品采购额。

PAYMENT 付款
18.Unless otherwise agreed, the purchase price
shall be paid with one third at the formation of contract and one third when the Supplier notifies the Purchaser that the Product, or the essential part of it, is read for delivery. Final payment shall be made when the Product is delivered.
合同订立时支付合同额的三分之一，供方通知
买家产品或主要产品部分具备发货条件时支付
三分之一款，到货时支付最后尾款。

双方另行
约定除外。

Payments shall be made within 30 days of the date of invoice.
发票开出30日内完成付款。

19.Whatever the means of payment used, payment
shall not be deemed to have been effected before the Supplier’s account has been fully and irrevocable credited.
无论何种付款方式，供方的账户确认到款才能
视为付款有效。

20.If the Purchaser fails to pay by the stipulated
date, the Supplier shall be entitled to interest form the day on which payment was due. The rate of interest shall be as agreed between the parties. If the parties fail to agree on the rate of interest, it shall be 8 percentage points above the rate of the main refinancing facility of the European Central Bank in force on the due date
of payment.
若买家未能按期付款，供方有权自到期日开始
计息。

利息率以双方约定标准执行。

如果不能
达成一致，利率应为原定支付日欧洲央行发行
主要新债利率上浮8个百分点执行。

In case of late payment the Supplier may, after
having notified the Purchaser in writing, suspend
his performance of the contract until he receives
payment.
在买家书面通知后，买家仍延迟付款，供方可
暂停执行合同之至买家付款。

If the Purchaser has not paid the amount due
within three months the Supplier shall be entitled to terminate the contract by notice in
writing to the Purchaser and to claim compensation for the loss he has occurred. The
compensation shall not exceed the agreed
purchase price.
若买家仍未能在三个月内付款，供方则有权书
面通知买家终止合同，并就其损失向买家索赔。

补偿额不超过合同采购价。

RETENTION OF TITLE 权利保留
21.The Product shall remain the property of the
Supplier until paid for in full to the extent that
such retention of title if valid under the applicable law.
依照适用法律，在全额付款前，供方拥有对产
品的保留权利。

The Purchaser shall at the request of the Supplier
assist him in taking any measures necessary to
protect the Supplier’s title to the Product in the
country concerned.
应供方要求，买方应协助其在相关国家内的权
利保留。

The retention of title shall not affect the passing
of risk under Clause 9.
权利保留不影响条款9中的风险转移。

LIABILITY FOR DEFECTS 产品瑕疵责任
22.Pursuant to the provisions of Clauses 23-27
inclusive, the Supplier shall remedy any defect or
nonconformity (hereinafter termed defect(s)) resulting from faulty design, materials or workmanship.
依据条款23-27规定，供方应承担产品瑕疵、设
计或材质、工艺上的产品缺陷。

（以下称瑕疵）23.The Supplier’s liability is limited to defects which
appear within a period of one year from delivery.
If the daily use of Product exceeds that which is
agreed, this period shall be reduced proportionately.
供方的责任以产品交付后一年期为限。

若产品
正常使用超出协议期限，此责任期应相应缩减。

24.When a defect in a part of the Product has been
remedied, the Supplier shall be liable for defects
in the repaired or replaced part under the same
terms and conditions as those applicable to the
original Product for a period of one year. For the
remaining parts of the Product the period mentioned in Clauses 23 shall be extended only
by a period equal to the period during which the
Product has been out of operation as a result of
the defect.
当产品瑕疵部件修复后，供方应对修复、更换
后的部件承担与原部件等长的一年责任期。

由
于产品瑕疵造成其他部件不运行时责任期相应
顺延。

（条款23）
25.The Purchaser shall without undue delay notify
the Supplier in writing of any defect which
appears. Such notice shall under no circumstance
be given later than two weeks after the expiry of
the period give in Clause 23.
一但出现瑕疵，买家有义务不拖延地以书面形
式通知供方。

通知应在（条款23）责任期满后
的2周内进行。

The notice shall contain a description of the
defect.
通知应包含瑕疵的描述。

If the Purchaser fails to notify the Supplier in writing of a defect within the time limits set forth in the first paragraph of this Clause, he loses his right to have the defect remedied.
买家未能在本条款第一段中所述的时间期限内，书面通知供方，则买家失去瑕疵补救权利。

Where the defect is such that it may cause damage, the Purchaser shall immediately inform
the Supplier in writing. The Purchaser shall bear
the risk of damage resulting from his failure so to
notify.
可能造成损伤的瑕疵，买家应立即书面通知供
方。

若由于未通知供方而造成的损坏风险由买
家承担。

26.On receipt of the notice under Clause 25 the
Supplier shall remedy the defect without undue
delay and at his own cost as stipulated in Clauses
22-37 inclusive.
在收到通知后（条款25），供方应不得拖延地进
行瑕疵修复，并承担相应费用。

（条款22-37）
Repair shall be carried out at the place where the
Product is located unless the Supplier deems it
appropriate that the defective part or the Product is returned to his for repair or replacement.
修复工作应在产品所在地进行；或供方认为有
必要将瑕疵部件运回维修或更换。

The Supplier is obliged to carry out dismantling
and reinstallation of the part of this requires special knowledge. If such special knowledge is
not required, the Supplier has fulfilled his obligations in respect of the defect when he delivers to the Purchaser a duly repaired or
replaced part.
因专业技术需要时，供方有义务进行部件的拆
除和重装；若专业技术性不高时，供方向买方
提供相应的修复件或更新件即为履行。

27.If the Purchaser has given such notice as
mentioned in Clause 25 and no defect is found
for which the Supplier is liable, the Supplier shall
be entitled to compensation for the costs he has
incurred as a result of the notice.
买家已向供方发出瑕疵通知（条款25），但实际
没有任何瑕疵，供方有权索取因此通知所产生
的费用补偿。

28.The Purchaser shall at his own expense arrange
for any dismantling and reassembly of equipment other than the Product, to the extent
that his is necessary to remedy the defect.
买家应自行承担拆卸和重组的费用，自行进行
瑕疵修复。

29.Unless otherwise agreed, necessary transport of
the Product and/or parts thereof to and from the
Supplier in connection with the remedying of
defects for which the Supplier is liable shall be at
the risk and expense of the Supplier. The
Purchaser shall follow the Supplier’s instructions
regarding such transport.
无特殊规定外，供方承担维修过程中修复件的
运输费用和风险。

买家需配合供方的运输工作。

30.Unless otherwise agreed, the Purchaser shall
bear any additional costs which the Supplier
incurs for repair, dismantling, installation and transport as a result of the Product being located
in a place other than the destination stated in
the contract or –if no destination is stated-the
place of delivery.
若产品所在地非合同约定、或交货地点，供方
进行维修、拆卸、重装和运输的费用由买家承
担。

特殊约定除外。

31.Defective parts which have been replaced shall
be made available to the Supplier and shall be
his property.
更换后的瑕疵部件归供方保留。

32.If, within a reasonable time, the Supplier does
not fulfill his obligations under Clause 26, the
Purchaser may by notice in writing fix a final
time for completion of the Supplier’s obligations.
若在合理时间内，供方未能履行期义务（条款
26），买家应以书面形式确定供方义务的最终履
行期限。

If the Supplier fails to fulfill his obligations within such final time, the Purchaser may himself undertake or employ a third party to undertake necessary remedial works at the risk and expense of the Supplier.
Where successful remedial works have been undertaken by the Purchaser or a third party, reimbursement by the Supplier of reasonable costs incurred by the Purchaser shall be in full settlement of the Supplier’s liabilities for the said defect.
若供方未能在最终履行期内履行责任，买家可
自行或雇佣第三方去执行必要的维修，风险和
费用由供方承担。

33.Where the defect has not been successfully
remedied, as stipulate under Clause 32,
若发生条款32中，瑕疵未能成功修复；
a)The Purchaser is entitled to a reduction of
the purchase price in proportion to the
reduced value of the Product, provided that
under no circumstance shall such reduction
exceed 15 per cent of the purchase price, or
买家有权适当缩减产品原采购价格，但此缩
减比例不超过15%；
b)Where the defect is so substantial as to
significantly deprive the Purchaser of the
benefit of the contract, the Purchaser may
terminated the contract by notice in writing
to the Supplier. The Purchaser is the entitled
to compensation for the loss he has suffered
up to a maximum of 15 per cent of the
purchase price.
若瑕疵缺陷严重程度巨大造成买家获益利
益丧失时，买家可书面通知供方终结合同。

买家有权向供方索赔最多不超15%采购价
的补偿金。

34.The Supplier is not liable for defects arising out
of materials provided, or a design stipulated or
specified by the Purchaser.
由买家提供的材料或规定设计而产生的缺陷，
供方不承担责任。

35.The Supplier is liable only for defects which
appear under the conditions of operation provided for in the contract and under proper use of the Product.
供方仅对合同约定的产品运行、正常使用时产
生的缺陷负责。

The Supplier’s liability does not cover defects which are caused by faulty maintenance, incorrect erection or faulty repair by the Purchaser, or by alternations carried out without
the Supplier’s consent in writing.
Finally the Supplier’s liability does not cover normal wear and tear or deterioration.
供方对如下情形免责：由于买家的不当维护、
错误安装或不当维修、更换，且未书面征得供
方同意时所发生的故障缺陷；产品正常的磨损
或腐蚀。

36.Notwithstanding the provisions of Clauses 22-35
the Supplier shall not be liable for defects in any
part of the Product for more than two years from
the beginning of the period given in Clause 23.
尽管条22-35规定责任范围，但供方对产品部件
2年以上（条款23中计算期开始）的缺陷免责。

37.Save as stipulated in Clauses 22-36, the Supplier
shall not be liable for defects. This applies to any
loss the defect may cause including loss of production, loss of profit and other indirect loss.
This limitation of the Supplier’s liability shall not
apply if he has been guilty of gross negligence as
defined in Clause 15.
除条款22-36另行规定外，供方对产品缺陷免责。

同样适用于因产品缺陷导致的生产损失、利润
损失和其它间接损失。

若供方出现条款15中的
重大疏忽导致缺陷时不免责。

ALLOCATION OF LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT 产品导致的损坏责任分配38.The Supplier shall not be liable for any damage
to property cause by the Product after it has been delivered and whilst it is in the possession
of the Purchaser. Nor shall the Supplier be liable
for any damage to products manufactured by the
Purchaser, or to products of which the
Purchaser’s products form a part.
供方免责：产品交货并处于买家所有时导致的
财产损失；买家生产的产品损伤；买家产品组
成部分。

If the Supplier incurs liability towards any third party for such damage to property as described
in the preceding paragraph, the Purchaser shall indemnify, defend and hold the Supplier harmless.
若发生上述供方招致第三方财产损失行为时，
买家应尽力维护、使供方免责。

If a claim for damage as described in this Clause
is lodged by a third party against one of the parties, the latter party shall forthwith inform
the other party thereof in writing.
若发生上述条款中第三方向合同缔约任一方索
赔申诉时，责任方应立即书面通知合同另一方。

The Supplier and the Purchaser shall be mutually
obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages lodged against one of them on the basis
of damage allegedly cause by the Product.
供方和买方应共同应对由产品损伤所造成的意
外损害，而被传唤到法院或仲裁法庭审查索赔
诉讼。

The limitation of the Supplier’s liability in the first paragraph of this Clause shall not apply where the Supplier has been guilty of gross negligence as defined in Clause 15.
本条款中的供方责任范围不适用于条款15中供
方重大疏忽所致的责任。

FORCE MAJEURE 不可抗力
39.Either party shall be entitled to suspend
performance of his obligations under the contract to the extent that such performance is
impeded or made unreasonably onerous by any
of the following circumstances: industrial disputes and any other circumstance beyond the
control of the parties such fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance
referred to in this Clause.
发生以下情形时任一合同缔约方有权延缓履行
其合同项下的义务：经济纠纷，和如下任一不
受控情形，火灾、战争、军事政变、暴动、征
用、扣押、禁运、电力使用限制、和由分包商
转运中由于上述原因而造成的损坏或延迟。

A circumstance referred to in this Clause whether
occurring prior to or after the formation of the
contract shall give a right to suspension only if its
effect on the performance of the contract could
not be foreseen at the time of the formation of
the contract.
本条款中的任一情形发生在合同缔结前，或合
同订立时不可预见时，合同方有权暂缓执行。

40.The party claiming to be affected by Force
Majeure shall notify the other party in writing
without delay on the intervention and on the cessation of such circumstance.
合同方若受到不可抗力影响时应立即书面通知
另一方。

If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall compensate the
Supplier for expenses incurred in securing and
protecting the Product.
如果不可抗力使买方不能完成其义务，供方为
保护产品安全所产生的费用，买方应给予补偿。

41.Regardless of what might otherwise follow from
these General Conditions, either party shall be
entitled to terminate the contract by notice in
writing to the other party if performance of the
contract is suspended under Clause 39 for more
than six months.
无论遵循本通则的任一条款，或条款39中所致
合同执行暂缓6个月以上，合同任一方有权书
面通知另一方终止合同。

ANTICIPATED NON-PERFORMANCE 预期违约
42.Notwithstanding other provisions in these
General Conditions regarding suspension, each
party shall be entitled to suspend the performance of his obligations under the contract, where it is clear form the circumstances
that the other party will not be able to perform
his obligations. A party suspending his performance of the contract shall forthwith notify the other party thereof in writing.
本通则中合同暂缓条款，当合同一方确定无法
履行其责任时，另一方亦有权暂停履行其合同
义务。

合同方暂缓履责时应立即书面通知另一
方。

CONSEQUENTIAL LOSSES 相应损失
43.Save as otherwise stated in these General
Conditions there shall be no liability for either
party toward the other party for loss of production, loss of profit, loss of use, loss of
contracts or for any other consequential or indirect loss whatsoever.
除本通则条款另行约定外，合同任一方对另一
方的生产损失、利润损失、使用损失、合同损
失或其他相应损失或间接损失免责。

DISPUTES AND APPLICABLE LAW 纠纷和使用法律
44.All disputes arising out of or in connection with
the contract shall be finally settled under the
Rules of Arbitration of the International Chamber
of Commerce by one or more arbitrators
appointed in accordance with the said rules.
所有与合同有关的纠纷，应按照国际商会仲裁
规则指定的一名或多名仲裁人裁定解决。

45.The contract shall be governed by the
substantive law of the Supplier’s country.
合同受供方所在国的实体法律监管。