WIXLIB

11.Limitations of Liability 责任限制11.1. Seller shall be liable for any damage of Buyer, including but not limited to loss of or damage to goods orproperty, caused directly by negligence or wrongful act (breach of contract and/ or tortious conduct) onthe part of Seller, its personnel or its subcontractors engaged in carrying out the Sales Contract. In theevent that such negligence or wrongful act constitutes breach of contract and tortuous act at the sametime, Seller shall only be liable for breach of ��侵权责任。11.2. All the liabilities of Seller in whatever kind relating to the Sales Contract shall not, unless in case of grossnegligence or willful act, exceed the Contract Price or RMB 1 million, whichever is ��人民币 1,000,000 元，以价值较小者为准。11.3. In no event is Seller responsible for any loss of use, production, profit, interest, revenues, loss ofinformation or data, damages or indemnification based on Buyer’s third party contracts or any indirect orconsequential damages or losses, regardless of whether those damages are ��该等损失是否可以预见。11.4. This Section 11 shall also apply to Seller's personnel, subcontractors and licensors and their personnel.本第 11 �许可方及他们的人员。12.Force Majeure 不可抗力12.1. Neither Buyer nor Seller shall be liable for failure of performing the Sales Contract when such failureresults from the occurrence of Force Majeure，which is hereby defined as an event unforeseeable,beyond reasonable control of the Party to whom such Force Majeure occurs, including but not limited to:Acts of God, natural disasters, labor disputes, lock out, war or warlike situation, riot, sabotage, fire,breakdown of equipment critical to perform the Sales Contract, transportation delays or accidents, acts ofgovernment (such as but not limited to change of laws and revocation of import permits), and outbreak 2.2. Any delay in delivery by Seller as a result of the occurrence of any Force Majeure event to its suppliers orsubcontractor shall be deemed as a Force Majeure event occurring to 方遭受不可抗力。12.3. The Party affected by Force Majeure shall inform the other Party in writing without any delay of the forcemajeure event as well as the impact of such event on the performance of the Sales Contract. The Partiesshall continue fulfilling obligations of the Sales Contract upon end or removal of the force majeure eventor its effect. Term (e.g. delivery time) relevant to performance shall be extended accordingly. The Partyshall immediately notify the other Party about the end or removal of the force majeure �束或消除的情况通知合同另一方。

13.Adaptation Of Contract 合同的调整If the occurrence of Force Majeure events substantially changes the economic implications or content ofthe Contract or has a substantial impact on Seller's business, the Contract shall be adapted appropriatelyand in good faith. The Seller shall have the right to terminate the Contract when a Force Majeure eventhas continued for more than 180 days. If the Seller exercises the right of termination, he shall notify theBuyer in writing �方有权在不可抗力事件持续 180 ��即书面通知买方。Any changes in any of Seller's obligations under the Sales Contract necessitated resulting from changes in(i) law, (ii) standards or (iii) requirements by authorities, after signature of the Sales Contract, shall be onthe account of Buyer. Both Buyer and Seller shall inform each other immediately of any such changes thatmay be �、(ii)标准或 等改变。14.Software 软件14.1. Unless otherwise provided in the Sales Contract, Buyer may only use the software delivered with theGoods for the purposes stated in the manual of the ��带之软件。14.2. The Buyer shall have the non-exclusive right to use the software in unchanged form and with the agreedperformance specifications on the agreed equipment. The Buyer is allowed to make two back-up copiesunless otherwise agreed or noted differently on the media or in the software 以制作两份复制件用作备份。14.3. Unless otherwise agreed the software shall be provided in machine readable form (object code) 的形式（目标代码）提供。15.Industrial Property Rights And Copyright 工业产权和版权15.1. Unless otherwise agreed upon in writing between the parties, the Seller shall provide the Goods free fromany infringement of third party’s industrial property right or copyright, including but not limited to patents,trade secrets (hereinafter called "Intellectual Property Rights") in the country of the place of destination. Inthe event a third party asserts legitimate claims against the Buyer based on an infringement of anIntellectual Property Rights with respect to the Goods provided by Seller and then used in compliance withthis Sales Contract, the Seller shall be liable to the Buyer as ，卖方应对买方承担如下义务：a. The Seller shall at his own option and expenses either acquire the legal right to use the Goods, modifythe Goods so as not to infringe the Intellectual Property Rights or replace the relevant Goods. If Sellerfails to correct the infringement, the Buyer is entitled to terminate the Contract whereupon the Sellershall take back the relevant Good and refund Buyer the Contract Price for such Goods.

��返还买方这部分货物的货款。b. Seller's aforesaid obligations shall apply only if the Buyer 1) has immediately notified the Seller inwriting of the claims asserted by the third party; 2) has not acknowledged an infringement; and 3)authorize the Seller to defend against and/or reach a settlement with the third 辩和/或与第三方和解。15.2. Claims of the Buyer shall also be excluded if the infringement of Intellectual Property Rights was causedby 1）specific demands of the Buyer, 2）use of the Goods unforeseeable by the Seller or 3) the Goodsbeing altered by the Buyer or being used together with products not provided by the Seller.如果知识产权的侵犯是由于 方不可预见的方式使用货物，或 权提出索赔。15.3. The Buyer may use the plans and drawings provided by the Seller only for the intended purpose. TheBuyer shall not be entitled to use these plans and drawings for other purposes, especially not for thereproduction of the Goods or parts of the �。16.Confidentiality保密Any information made available to the Buyer by the Seller in connection with this Sales Contract shall betreated as confidential. Where the Buyer receives any personal data from the Seller, it shall fully complywith the applicable laws on personal data protection. The Buyer shall use the information only for thepurposes specified in this Sales Contract. This confidentiality obligation shall not apply to informationwhich Buyer can 下述信息，(i)is already in the public domain or becomes available to the public through no breach by Buyer ofthis confidentiality undertaking �(ii)was in Buyer's possession prior to receipt from Seller without a confidentiality undertaking �(iii)has thereafter been legally obtained without confidentiality obligation from others 密义务，或(iv)is independently developed by the Buyer without reference to the information received ��开发的信息。The Seller is entitled to disclose the confidential information obtained in connection with the SalesContract to its affiliates, supplier or subcontractor on need-to-know 等信息。The obligations set forth in this Section 16 (Confidentiality) shall survive any termination or expiration ofthe �务在本合同终止之后继续有效。

17.Export Clauses 出口条款17.1. Reservation Clause 保留条款Seller shall not be obligated to fulfill this Contract if such fulfillment is prevented by any impedimentsarising out of national or international foreign trade or customs requirements or any embargoes or 担履行本合同的义务。17.2. Compliance with Export Control Regulations 遵守出口控制法规a. If Buyer transfers to a third party hardware and/or software and/or technology (including correspondingdocumentation,) delivered by Siemens (“Goods”), or works and services (including all kinds of technicalsupport) performed by Siemens (“Services”), Buyer shall comply with all applicable national andinternational (re-) export control regulations. In any event of such transfer of Goods and/or Services,Buyer shall comply with the (re-) export control regulations of the Federal Republic of Germany, of theEuropean Union (“EU”) and of the United States of America 法规。b. Prior to any transfer of Goods and/or Services to a third party, Buyer shall in particular check andguarantee by appropriate measures �当的措施保证：-There will be no infringement of an embargo imposed by the EU, USA and/or by the UnitedNations by such transfer, by brokering of contracts concerning Goods or Services or byprovision of other economic resources in connection with Goods or �施的禁运规定；-Such Goods and Services are not intended for use in connection with armaments, nucleartechnology or weapons, if and to the extent such use is subject to prohibition or authorization,unless required authorization has been �-The regulations of all applicable sanctioned party lists of the EU and USA concerning thetrading with entities, persons and organizations listed therein are �易的规定已被考虑。c. Upon request by Seller, Buyer shall promptly provide Siemens with all information pertaining to theparticular end customer, the particular destination and the particular intended use of Goods andServices, as well as any export control restrictions 在的出口控制限制等全部信息。

d. Buyer shall indemnify and hold harmless Seller from and against any claim, proceeding, action, fine,loss, cost and damages arising out of or relating to any noncompliance with export control regulationsby Buyer, and Buyer shall compensate Seller for all losses and expenses resulting �和费用。e. If and to the extent the sale or supply of Goods and Services is subject to prior authorization by thecompetent export control authorities of the European Union, this Sales Contract shall come into forceonly upon granting of such ��等批准后才生效。18.Termination 合同终止18.1. Either Party may terminate this Sales Contract immediately upon the occurrence of any of the followingevents: (1) materially breach of contract by the other Party and the breaching Party does not rectify within90 days after receiving breach notice or in any time limit agreed by both Parties; or (2) bankruptcy orinsolvency of the other Party. In case the Buyer fails to make advance payment within 90 days afterexecution of the Contract, the Seller shall be entitled to terminate this Contract �约通知后的 90 �或 ��买方在本合同签订后 90 �止本合同。18.2. If the Sales Contract is terminated by Seller in accordance with Section 18.1, Seller is entitled toreasonable reimbursement which equals to total contract price less any costs and expenses not incurredto Seller in connection with the Sales Contract. The Seller reserves further rights including the right toclaim damages hereunder.如果卖方基于上述 18.1 �内的其他权利。18.3. Where either Party is entitled to terminate the Contract as provided by the Contract or by law, thetermination right shall be excised within three (3) years after this Party has known or should have knownabout the cause for termination. If the termination is attributable to multiple or repeated events, then theabove three-year period shall commence from the date on which the Party has known or should haveknown about the latest event; if the termination is attributable to a continuous event, then the above threeyear period shall commence from the date on which the Party has known or should have known that thecontinuous event �知道该事由停止时起算。19.Entire Agreement 合同完整The Sales Contract and its attachments comprise the complete and final agreement between Buyer andSeller and supersede all prior negotiations, proposals, representations, commitments, understandings oragreements between Buyer and Seller, either written or oral, on its subject. No other agreement,quotation or acknowledgment in any way purporting to modify any of the terms of the Sales Contract isbinding upon Seller unless made in writing and signed by Seller's duly authorized representatives. TheSales Contract may not be altered or modified except by written agreement of Buyer and Seller. TheParties are entitled only to such rights and to make such claims which are expressly provided for in theSales Contract.

�规定的权利或索赔。20.Successors and Assigns 继承及转让The Sales Contract binds and inures to the benefit of Buyer and Seller and their respective successorsand permitted assigns. The Buyer may not assign any interest in, nor delegate any obligation under theSales Contract, without Seller's prior written ning Law 适用法律The validity, construction and performance of the Sales Contract is governed by, and must be construed inaccordance with, the law of the People’s Republic of 2. 1Dispute Resolution 争议解决All claims, differences or disputes arising out of or in connection with this Contract, including anyquestion regarding its existence, validity, termination or its performance, or in connection witharrangements regarding the performance of this Contract (hereinafter referred to as a “Dispute”) shallbe submitted to the China International Economic and Trade Arbitration Commission (CIETAC) and besettled by three (3) arbitrators in accordance with the arbitration rules of CIETAC (hereinafter referredto as “Rules”) in effect at the time of applying for ��有效的 CIETAC ��名仲裁员仲裁裁定。22.2The Parties agree that arbitrators who are not on CIETAC’s panel may be appointed as Co-Arbitratorsor as presiding arbitrator.双方同意，不在 CIETAC �裁员或首席仲裁员。22.3The seat of Arbitration shall be Beijing. The language of Arbitration shall be Chinese. The arbitrationaward shall be final and binding upon the �束力。23.Notices 通知All notices in connection with this Sales Contract shall be in writing and shall be effective upon dispatch ifsent by fax or email, seven (7) days after the date of mailing if sent by registered mail and three (3) daysafter the date of mailing if sent by courier services. In all cases, notices shall be delivered to the otherParty at the address set forth on the first page of the Sales Contract or such other address as such Partymay have provided by written �

24.Day 日Unless expressly agreed by the Parties otherwise, days mentioned in this Sales Contract refer to 。25.Survival 终止后的存续条款Sections 10, 11, 16, 21, 22, and this Section 25 of the Terms shall survive the expiration or termination ofthe Sales Contract.本条件第 10、11、16、21、22 和 25 �效。26.Data Protection 数据保护26.1 Seller and Buyer shall comply with the statutory provisions relating to cyber security and protection ofpersonal information. Buyer shall ensure that it will not disclose to Seller or give Seller access to personalinformation, state secrets, important data or business secrets (collectively referred to as “Data”) during theperformance of the Contract. Where such disclosure or access is necessary for Seller to perform thisContract, Buyer shall notify Seller by a written notice in good time prior to the disclosure of and/or accessto the Data, so as to enable Seller to deal with the Data in a way in compliance with applicable laws; inaddition, Buyer is obliged to cre

Goods and Services through the medium of written purchase orders or electronic orders via EDI (collectively, "Purchase Orders"). In case of a conflict between these Terms and the Purchase Order, these Terms prevail except where Seller has expressly agreed to the conflicting term in the Purchase Order in its acceptance or order acknowledgment. .