销售合同条款 (中英对照)TERMS AND CONDITIONS OF SALE

TERMS AND CONDITIONS OF SALE

条款与条件

PLEASE READ THIS DOCUMENT CAREFULLY, ESPECIALLY THE BOLD AND ALL CAPITALIZED CLAUSES. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS

AND EXCLUSIONS THAT MAY APPLY TO YOU. IF YOU HAVE ANY QUESTIONS REGARDING THE TERMS AND CONDITIONS, PLEASE CONTACT INSIGHT SALES REPRESENTATIVE.

请仔细阅读本文，尤其是黑体字和加下划线的条款。这些条款含有与贵方的权利义务有关的重

要内容以及可能对贵方适用的限制及除外规定。如对这些条款和条件有任何疑问，请与

Insight的销售代表联系。

This Agreement contains the terms and conditions that apply to your purchase from the Insight entity named on the invoice (“Insight ”) that will be provided to you (“Customer”) on orders for software and services sold to you. By accepting delivery of the products and/or services, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY UNLESS (i) THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH INSIGHT , IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) OTHER INSIGHT STANDARD TERMS APPLY TO THE TRANSACTION. Customer acknowledges and agrees that these terms and conditions are subject to change without prior notice at any time, in Insight’s sole discretion.

本协议所含条款和条件适用于贵方（“客户”）向Insight 实体(“Insight”)进行的采购（Insight实体的名称会出现在向客户出售软件和服务时将向客户提供的发票上）。一旦接受产

品和/或服务的交付，客户即接受该等条款和条件的约束。除非：（1）客户与Insight另行签

订了正式的购买协议（在此情形下该正式协议应适用）；或（2）Insight 的其他标准条款适

用于本项交易，否则本协议条款和条件将适用。客户承认并同意，Insight 可根据其自行决定

在任一时间不经任何事先通知而更改本协议条款和条件。

1. Other Documents. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) and/or services which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a writing signed by Customer and Insight.

1.其他文件。任何人均不得利用任何其他文件来更改、补充或修订本协议条款和条件。任何

试图更改、补充或修订本文件的行为，或试图订立带有补充或更改条款和条件的产品和/或服务订单的行为均归于无效（客户和Insight另行书面约定的除外）。

2. Law; Not for Resale and/or Sublicense. THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF PEOPLE’S REPUBLIC OF CHINA. The United Nations Convention on Contracts for the International Sale of Goods will

not govern this Agreement. It is irrevocably agreed that any disputes which may arise out of or in connection with these terms and conditions shall be submitted to the China International Economic and Trade Arbitration Commission Shanghai Commission for arbitration and that accordingly any suit, action or proceeding arising out of or in connection with these terms and conditions shall be brought in such arbitration tribunal. Customer agrees and represents that it is buying for its own internal use only and not for resale to any third party.

2.法律；不得转售和/或再许可。本协议及根据本协议进行的任何销售均须接受中华人民共和国法律的管辖并须根据该等法律加以解释。本协议不受联合国国际货物销售合同公约的管辖。

双方不可撤销地同意把与本协议条款和条件有关或因本条款和条件而产生的一切争议都交由中

国国际经济贸易仲裁委员会上海委员会进行仲裁，并把与本协议条款和条件有关或因本条款和

条件而产生的一切诉讼或司法程序同样提交同一仲裁庭仲裁。客户同意并声明其仅为内部使用

而非为向第三方再销售而购买产品。

3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Insight’s sole discretion. Payment for the products will be made by check, wire transfer, or some other payment method acceptable to Insight, unless credit terms have been agreed to by Insight. Insight may invoice parts of an order separately. Orders are not binding upon Insight until accepted by Insight. Any quotations given by Insight will be valid for the period stated on the quotation. Customer shall submit any errors or mistakes on any invoice to Insight in writing within 30 days after receipt of such invoice. In the event that Customer fails to notify Insight of any such errors within such 30-day period, Customer will be deemed to have accepted the invoice as accurate and complete. Payment is due 30 days from date of invoice, to be received by Insight on or before the due date, unless advance payment is required according to the terms of Customer’s purchase. Customer will pay to Insight interest on overdue payments on the day-to-day balance at a rate of calculated at the lesser of 18% per annum or the highest rate permitted by applicable law. Customer agrees to pay all collection and other costs incurred by Insight, including but not limited to, reasonable attorney’s fees.

3.付款条款；订单；报价；利息。付款条款由Insight自行决定。除非信用条款已为Insight 所接受，否则产品付款应以支票、电汇或Insight接受的其他付款方式做出。Insight可对订

单上的部分产品单独开具发票。在被Insight接受之前，任何订单对Insight 均不具有任何约

束力。Insight提供的任何报价都仅仅在该报价单上所述的期限内有效。客户应在收到发票后

的三十（30）天内将发票上的任何误差或错误书面通知Insight。若客户未能在三十（30）天

的期限内将上述差误或错误通知Insight ，则客户将被视为已认可该发票准确、完整。付款应

在发票签发之日起的三十（30）天后到期并应在到期日的当天或之前付至Insight，除非客户

采购条款要求预付款。如有任何款项逾期未付，则客户需就每日逾期款项的余额向Insight支

付利息，利率为年利率18%或者适用法律允许的最高利率，以较低者为准。客户同意支付Insight产生的全部催讨欠款费用和其他开支，包括但并不限于合理的律师费。

4. Insight Retention of Title; Risk of Loss. The property in the goods will remain in Insight until Insight has received payment in full for all sums due and owing on any account by Customer. If Customer sells or otherwise disposes of the products before payment in full as aforesaid has been made, Customer will in such case hold all monies received by it from such sale or disposal in trust for Insight and will on request furnish Insight with the names and addresses of the persons to whom such disposals have been made together with all necessary particulars to enable Insight to recover any outstanding sums due from such persons. So long as the property in the products remains in Insight, Customer will hold the products as bailee for Insight and will store the products so as to clearly show them to be the products of Insight, and Insight will have the right, without prejudice to the obligations of Customer to purchase the products, to retake possession of the products (and for that purpose to go upon any premises