设备采购协议中英文对照

设备采购协议中英文对照内容摘要：

ill be delivered to Buyer free and clear of all liens and encumbrances, except for any such lien created or permitted by Buyer. Seller at its cost will immediately discharge any peting claims with respect to the Equipment. Compliance with Law. Seller warrants that all work performed by Seller will ply with all applicable Brazilian laws. Seller will obtain all permits necessary for its performance hereunder. If prior to, or upon, pletion of the Acceptance Testing, the Equipment is held to violate any regulations and/or codes, Seller, at no cost to Buyer, will modify the Equipment so that the Equipment will ply with such regulations and codes. Buyer Repairs. In the event Seller fails to fully and promptly proceed to cure or repair any breach of the foregoing warranties, Buyer may, but not be obligated to, in addition to any right or remedy to which it is entitled, including but not limited to, the right of specific performance, cure and repair such breach at Seller‘s cost without voiding or affecting any warranties or any other Buyer‘s rights or remedies in this Agreement. Spare Parts. Seller will provide or cause to be provided to Buyer any and all necessary parts for the operation of the Equipment. If so requested, Seller will provide Buyer with a current inventory list of spare parts maintained by Seller. In addition, Seller will use good faith efforts to provide spare parts for a period of at least five (5) years after pletion of the warranty period in Section . 8. INDEMNIFICATION/INSURANCE . Patent Indemnity. Seller agrees to indemnify, save harmless and defend Buyer from and against any and all suits, claims, damages, costs, and attorney39。 s fees arising out of or in connection with any infringement or claimed infringement of any patent, trademark or copyright in the manufacture, use or sale of the Equipment or any other materials furnished under this Agreement. In case said Equipment or other materials are in such suit, or in final adjudication elsewhere, held to constitute infringement, and the use thereof is enjoined, Seller will, at its own expense, either procure for Buyer the right to continue using the Equipment or other material, or at the option of Buyer either replace same with equally efficient noninfringing Equipment or other material, or modify it without impairing its efficiency so it bees noninfringing, or remove said Equipment or other material and refund the Price along with the transportation and installation costs thereof. General Indemnity. Seller will defend, indemnify and hold harmless Buyer from any claims, suits, judgments, fees and costs (including attorney39。 s fees) based on or arising out of the sale or use of the Equipment purchased hereunder or death, personal injury, or damage to property caused by the Equipment, except to the extent such claims arise from the negligence of Buyer. ______________________________________________________________________________________________ 保密信息 5页 / 33 页 Insurance. Supplier undertakes to take out and maintain adequate insurance cover against the risks as contemplated in this Agreement and all other risks normally insured against by panies carrying on the same or a similar business as Supplier. 9. CONFIDENTIALITY Seller’s Requirements. Seller agrees to keep all Buyer technical and business information secret and not to reveal or to divulge the information to third parties or to use or to publish it any manner whatsoever without the prior written approval by Buyer, provided, however, that Seller will not be bound to keep secret information which (a) was known to Seller prior to the date of this Agreement from sources other than Buyer without an obligation of confidentialtiy, (b) is or bees available to the public without fault on Seller‘s part, (c) is disclosed to Seller by a party not related, directly or indirectly to Buyer who has a rightful claim to such information and is under no obligation of confidentiality to Buyer. Seller will only use Buyer‘s technical and business information in connection with the performance of its obligations hereunder. The foregoing obligations will remain in effect for undetermined term, except if the Buyer agrees in writing to permit release of such information. 10. BACKCHARGES In the event the Equipment is found to be defective as to workmanship or materials or not to be in conformance with this Agreement, it is the responsibility of Seller to promptly correct any deficiency when so directed. Buyer will take reasonable measures to discover such nonpliance as quickly as practical。 however, failure to do so shall in no way relieve Seller of its responsibility during the term of this Agreement and for the warranty period to promptly make such modifications as are required. If upon being notified by Buyer of deficient Equipment, and having been directed to correct the deficient Equipment by a specific date, Seller states or by its actions indicates its inability or unwillingness to ply, then Buyer shall proceed to acplish the corrective work by the most expeditious means available to it and back charge Seller for the cost of the required work. The cost categories for which Seller is liable hereunder are the same as those prescribed under Article 7 ‗Warranties‘. The cost of such back charge work shall be puted as follows: A. Labor shall be charged at actual cost plus 60% to cover payroll additives. B. Material shall be charged at delivered cost. C. Equipment and Tool Rentals shall be charged at prevailing rates. D. 50% shall be added to items A, B and C for Buyer‘s indirect costs, overhead, supervision and administration. Buyer, upon pletion of the work, will invoice the Seller for actual costs incurred, puted as shown above, or withhold such sum from funds still due the。