Have a Tracking Number? Enter here to track your shipment

Terms and Conditions of Sale: China 供应条款和条件

  1. 定义

    DEFINITIONS

    适用于本条款和条件以及其他任何协议:
    In these Terms and Conditions, and elsewhere in any Contract:
    约定的责任限制 见第9.4.2条的定义;
    Agreed Limit of Liability has the meaning given it in Clause 9.4.2;
    可适用的法律 指中华人民共和国全国人大及其常委会制定或国务院制定的适用于以下任何活动或与本合同相关的法律、法规和其他地方性强制性规定;
    Applicable Laws refers to the laws or regulations or other local compulsory provisions applicable to or in connection with any of the following activities formulated by the National People's Congress of the People's Republic of China and its Standing Committee or formulated by the State Council;
    Biocair 指合同的一方主体,并将提供本合同规定的服务。该主体是:百优康国际货运代理(上海)有限公司;
    Biocair means the entity that is party to a Contract and will supply the Services under the Contract, as specified in the Contract. Such entity is Biocair International Forwarding (Shanghai) Co., Ltd;
    Biocair报价 指任何Biocair向客户邀约提供服务并说明或描述该类服务的报价、估价或其他由Biocair发出的书面沟通;
    Biocair Quotation means any quotation, estimate or other communication from Biocair made in writing, offering to provide Services to Customer and specifying and/or describing those Services;
    机密信息 见第8.1条的定义;
    Confidential Information has the meaning given it in Clause 8.1;
    收货人 指物主、客户或其他接受托运货物的人;
    Consignee means the Owner, Customer or other person to whom a Consignment is to be delivered;
    托运货物 指与Biocair在本合同项下提供的或即将提供的任何服务相关的经托运的货物;
    Consignment means a consignment of Goods in relation to which any Services are or are to be provided by Biocair under a Contract;
    合同 指Biocair与其客户签订的有关提供服务的任何合同。该等合同应始终根据本条款和条件进行解释(因此任何对本合同的援引都应自动援引本条款和条件);
    Contract means any contract between Biocair and Customer for the provision of Services. Such Contract shall at all times be construed subject to these Terms and Conditions (so that any reference to the Contract automatically incorporates a reference to these Terms and Conditions);
    客户 指与Biocair订立合同、并接受Biocair所提供服务的实体;
    Customer means the entity that has entered into a Contract with Biocair, under which Biocair is to supply Services;
    客户订单 指客户向Biocair发送的提供服务的请求或订单,无论该等请求或订单是否以书面形式作出;
    Customer Order means any request or order from Customer to Biocair, whether or not in writing, for the supply of Services by Biocair;
    生效日 指本合同指定的日期,如合同中未指定日期,该日期应当为Biocair承诺履行服务的日期;
    Effective Date means the date identified as such in a Contract or, in the absence of such a date, the date on which Biocair agreed to perform the Services;
    货物 指与Biocair根据本合同所提供服务相关的货物、材料和其他物品,包括任何并非由Biocair或其代表提供的货物包装;
    Goods means the goods, materials or other items, including any packaging for them not provided by or on behalf Biocair, in relation to which any Services are to be provided by Biocair under a Contract;
    物主 指货物的所有权人;
    Owner means the owner of Goods;
    合同方 指Biocair或客户;“双方”同时指Biocair及客户;
    Party means Biocair or Customer; and Parties refers to both of them;
    服务 指与Biocair向客户提供包装物、包装、进出口、清关和货物交付与运输相关的各种服务;
    Services means services in connection with the supply of packaging for, packing, import and export, collection, delivery and transportation of Consignments, which are to be supplied by Biocair to the Customer;
    期限 指根据本合同规定的条款自生效日至合同终止的期间;
    Term means the period from the Effective Date to termination of the Contract in accordance with its terms;
    条款和条件 指本供应条款和条件;
    Terms and Conditions means these terms and conditions of supply;
    增值税 指根据《中华人民共和国增值税暂行条例》应征收的增值税及任何类似的替换税种和额外税收;
    VAT refers to the value-added tax payable under - the Provisional Regulations of the People's Republic of China on Value-Added Tax - and any similar alternative taxes and additional taxes.
    书面 及类似表现形式包括电子邮件的形式,除非合同中明确另有约定。
    Writing and cognate expressions include a reference to e-mail unless expressly provided to the contrary.

2. 托运货物

ENGAGEMENT

2.1 服务。客户委托Biocair提供的服务应受制于本供应条款和条件,并且Biocair同意根据本供应条款和条件向客户提供服务。
Services. Customer engages Biocair to supply the Services subject to the terms of the Contract, and Biocair agrees to supply the Services to Customer subject to such terms.
2.2 自生效日开始实施。该等委托应当自生效日起开始发生效力,生效日后本合同应适用于Biocair向客户提供的全部服务。
Application from Effective Date. Such engagement is effective from the Effective Date and accordingly the Contract applies to all Services provided by Biocair to Customer on or after the Effective Date.

3. 服务等

SERVICES ETC

3.1 服务范围。本合同项下Biocair向客户提供服务的范围应当是经客户确认的下述在Biocair报价或经Biocair确认的客户订单中明确约定的各项服务,或任何其他经双方不时书面约定的服务。
Scope of Services. The scope of the Services to be supplied by Biocair under the Contract shall be those specified or described in Biocair Quotations accepted by Customer as below or Customer Orders accepted by Biocair as below, and any other Services that the Parties may from time to time agree in writing.
3.2 Biocair报价。
Biocair Quotations.
3.2.1 Biocair可随时向客户发送Biocair报价,并且该等报价应当受制于本条款和条件。
Biocair may from time to time issue Biocair Quotations to Customer. All Biocair Quotations shall be deemed to be issued subject to these Terms and Conditions.
3.2.2 客户可接受或拒绝任何Biocair报价。客户接受报价必须与Biocair进行沟通,并且Biocair可以要求客户以书面形式确认该等接受。
Customer may accept or reject any Biocair Quotation. Customer must communicate acceptance to Biocair, and Biocair may require Customer to confirm such acceptance in writing.
3.2.3 如果客户接受Biocair报价,则Biocair应当按照本条款和条件向客户提供相应服务,并且客户也应当按照本条款和条件履行自己的合同义务。
If Customer accepts a Biocair Quotation then Biocair shall supply the applicable Services to Customer subject to the terms of the Contract, and Customer shall also be bound to comply with its obligations under the Contract in relation to such Services.
3.2.4 然而在客户接受Biocair报价前,Biocair可以随时撤销报价,在Biocair撤销其报价或在Biocair报价中所规定的有效期间到期后,客户不得再接受该报价。
However Biocair may at any time before Customer has accepted it withdraw a Biocair Quotation, and Customer may not accept a Biocair Quotation after it has been withdrawn or after expiry of any period that the Biocair Quotation remains open for acceptance by Customer as stated in the applicable Biocair Quotation.
3.3 客户订单
Customer Orders.
3.3.1 客户可以不时向Biocair发出客户订单,并且该等客户订单应当受制于本条款和条件。
Customer may from time to time issue Customer Orders to Biocair. All Customer Orders shall be deemed to be issued subject to these Terms and Conditions.
3.3.2 Biocair可以通过向客户发出接受通知、或开始提供服务的方式接受客户订单。如果Biocair不接受客户订单,需明确告知客户。
Biocair may accept any Customer Order either by communicating acceptance to Customer or by commencing supply of the applicable Services. If Biocair does not wish to accept a Customer Order, it will communicate this to Customer.

3.3.3 如果Biocair接受客户订单,则Biocair应当按照本条款和条件向客户提供相应服务,并且客户也应当按照本条款和条件履行自己的合同义务。
If Biocair accepts a Customer Order then Biocair shall supply the applicable Services to Customer subject to the terms of the Contract, and Customer shall also be bound to comply with its obligations under the Contract in relation to such Services.

4. BIOCAIR 的义务

OBLIGATIONS OF BIOCAIR

4.1 履行。Biocair :
Performance. Biocair:
4.1.1 应当以合理的注意义务和技能提供服务;
shall perform the Services with reasonable care and skill;
4.1.2 应当派遣具有适当水平专业知识和经验的人员提供服务;
shall assign to the Services personnel with the appropriate levels of expertise and experience;
4.1.3 应当投入提供本合同项下服务所合理要求的时间、注意力、技能和能力;
shall devote such time, attention, skill and ability to the Services as may reasonably be required to perform in accordance with the Contract;
4.1.4 可以自主决定提供服务的方式,包括手段、途径和过程;以及
may determine the manner in which it performs the Services, including the means, route and procedure to be followed; and
4.1.5 应当尽合理努力按照要求或约定的清关或交付日期安排托运货物的清关和送达,但不保证与该等日期毫无偏差。
shall use reasonable efforts to arrange the collection and delivery of Consignments in accordance with requested or agreed collection or delivery dates, but does not guarantee to adhere to such dates.
4.2 分包。Biocair可以自主决定将本合同项下的服务进行分包。然而Biocair仍应就已经分包的服务承担与其未分包前一样的责任。
Subcontracting. Biocair may in its absolute discretion subcontract performance of Services under the Contract. However Biocair shall remain responsible for any subcontracted Services as if it had not subcontracted them.

5. 客户的义务

OBLIGATIONS OF CUSTOMER

5.1 合作。客户应当:
Cooperation. Customer shall:
5.1.1 及时向Biocair提供与其要求的服务相关的信息、建议和协助,包括Biocair要求的任何与货物相关的信息和与第三方(如海关)交涉所需要的信息;并且
promptly provide to Biocair such information, advice and assistance as Biocair requires in connection with the Services, including information that Biocair may require about any Goods, and at Biocair's request communicating with third parties such as customs officials; and
5.1.2 及时根据Biocair及其代表针对其所提供的服务而提出的合理要求给予力所能及的配合。
promptly provide to Biocair and its representatives all such other cooperation as may reasonably be required in relation to the Services.
5.2 怠于合作的后果。如果在某种程度上,客户未能遵守其合同义务导致Biocair无法履行其合同义务,Biocair不承担由此引起的违约责任。如果在某种程度上,客户的违约导致Biocair产生额外的成本或花费额外的时间或精力来提供本合同约定的服务,客户应当向Biocair额外支付在当时情况下根据Biocair正常的操作经验可能增加的费用。
Consequences of failure to cooperate. If and to the extent that failure by Customer to comply with its obligations under the Contract results in Biocair being unable to perform its obligations, Biocair shall not be liable for that failure. If and to the extent that such failure by Customer results in Biocair incurring extra costs or expending extra time or effort in connection with performance of Services, Customer shall pay to Biocair additional amounts calculated in accordance with Biocair's normal practices at the applicable time.
5.3 与货物相关的信息和包装。客户保证:
Information about and packaging of Goods. Customer warrants that:
5.3.1 在服务所及的范围内,任何与被提供服务或即将被提供服务的货物有关的描述和信息均应是完整和准确的,特别是任何与潜在危险、对温度控制和监控要求有关的信息;
any description of and information provided by Customer concerning any Goods that are or are to be the subject of any Services will be complete and accurate so far as relevant to performance of the applicable Services, and in particular concerning potential hazards and any requirements regarding temperature control and monitoring;
5.3.2 如服务所针对的货物属于有害、危险、易腐或有毒的货物,应当提前书面通知Biocair,并且应当就如何安全合理地处理该类货物给出书面建议;
it shall provide to Biocair advance written notice if any Goods that are to be the subject of the Services are hazardous, dangerous, perishable or toxic, and shall include detailed advice in writing on how to handle them safely and appropriately;
5.3.3 如果被提供服务或即将被提供服务的货物在Biocair或其分包人收取托运货物前已经由其他人完成相关准备、打包、存放、贴标和/或标记,该等前期准备工作应当根据货物性质和与之相关的服务而采取适当的方式完成。
where Goods that are or are to be the subject of any Services have been prepared, packed, stowed, labelled and/or marked by any person other than Biocair or its subcontractor prior to collection of the applicable Consignment, these things shall have been carried out in a manner appropriate to the Goods taking into account the applicable Services to be provided in relation to them, and in particular shall have been carried out in accordance with Applicable Laws and taking due account of matters of health and safety; and
5.3.4 如果Biocair或其分包人在收到任何服务对象或可能成为服务对象的货物时,该货物已经被存放入集装箱或任何其他装置,尤其是为运输货物专门制作的装置(“运输装置”),该等运输装置应当处于良好状态并适于将货物运输至目的地。
where Biocair or its subcontractor receives any Goods that are or are to be the subject of any Services, already stowed in a container or any other device specifically constructed for the carriage of those Goods (Transport Unit), the Transport Unit shall be in good condition and suitable for the carriage of the applicable Goods to their destination.
5.4 客户的保证。客户承诺和保证是其为货物的物主;或已获物主的正当授权,有权委托Biocair按照本条款和条件提供与货物相关的服务。
Warranties by Customer. Customer represents and warrants that it is the Owner of the Goods or, if it is not the Owner of the Goods it is the duly authorised agent of the Owner with authority to engage Biocair to supply the applicable Services in relation to the Goods, on the terms of the Contract.
5.5 Biocair提供的可循环使用的包装。如Biocair提供的货运包装是可循环使用的包装,包装毁损灭失的风险在非由Biocair或其分包人占有的情况下应当由客户承担,客户应赔偿Biocair所遭受的损失。
Reusable packaging supplied by Biocair. Where Biocair supplies reusable packaging for the shipment of Goods, the risk of loss of and damage to that packaging (fair wear and tear excepted) when not in the possession of Biocair or its subcontractors shall lie with Customer, and Customer shall upon demand indemnify Biocair accordingly.

6. 无法交付

FAILURE TO TAKE DELIVERY

6.1 有关补救措施的约定。如果收件人未在约定的时间和地点提取托运货物或其任何部分,Biocair将联系客户并询问其对该批托运货物可以采取的处理意见。如需Biocair再次给收件人(或其他收件人)安排派送、存放该批货物或处置该批货物(如相关),因此产生的费用应当由客户承担。
Agreement of remedial actions. If delivery of a Consignment or any part thereof is not taken by the Consignee at the agreed time and place, Biocair will contact Customer and seek to agree what should be done with the Consignment. Biocair's charges in respect of further attempts to have the Consignment delivered to the Consignee (or an alternative Consignee), storage of the applicable Goods, and disposing of the applicable Goods (as relevant) shall be for the account of Customer.
6.2 其他措施。如果Biocair和客户未能对如何处置托运货物达成如上共识,或者Biocair无法提供上述服务,那么,在符合按法律规定和安全规程的情况下,Biocair在客户承担相关费用的情况下可以:
Other steps. Should Biocair and Customer fail to agree what should be done with the Consignment as above, or should Biocair be unable to take the steps agreed with Customer as above, then, subject to it being legal and safe to do so, Biocair shall be entitled at the expense of Customer:
6.2.1 在提前28天书面通知客户的情况下,处理由Biocair持有或代表Biocair持有超过90天且无法根据约定和指示进行送达的货物;
on 28 days' notice in writing to Customer to dispose of any Goods which have been held by or on behalf of Biocair for 90 days and which cannot be delivered as agreed or instructed; and
6.2.2 在不另行提前通知的情况下,Biocair有权处理其确信已经腐烂、变质或变异的,或已经或即将可能通过某些方式给第三方造成损失、危险或伤害或违反相关法律规定的货物。
without prior notice to dispose of Goods which Biocair believes have perished, deteriorated or altered or are in immediate prospect of doing so in a manner which has caused or may reasonably be expected to cause loss, hazard or damage to third parties or to contravene any Applicable Laws.

7. 财务

FINANCIAL

7.1 应付金额。客户根据本合同向Biocair支付的服务费金额应当与Biocair报价或客户订单一致,如Biocair报价或客户订单未约定具体金额,该金额应当由Biocai按照其正常情况下提供服务的时间计算。金额可以包括费用、开支/垫付款。Biocair有权保留并被偿付所有垫付给经纪人的佣金、手续费、津贴和其他由货运代理收取的常规报酬。本条不影响Biocair根据合同条款向客户收取任何其他款项的权利。
Amounts payable. The amounts to be paid by Customer to Biocair in respect of the Services supplied under the Contract shall be the amounts specified in the applicable Biocair Quotation or Customer Order or, if not so specified, shall be as calculated by Biocair in accordance with its normal practices at the applicable time. Such amounts may include fees and expenses/disbursements. Biocair shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by or paid to freight forwarders. Biocair shall also be entitled to charge Customer any other amounts payable by Customer under the terms of the Contract.
7.2 付款。客户应自收到Biocair发票之日起30天内支付所有应付款项。如果Biocair同意由收货人或其他第三方代为支付客户根据本合同应当支付的任何金额,在Biocair通知客户第三方到期未予支付的情况下,客户仍然承担付款义务,且应当在通知后的7日内完成付款。
Payment. Customer shall pay all amounts payable by it within 30 days of the date of Biocair's invoice. If Biocair agrees to collect from a Consignee or other third party, instead of from Customer, any amounts that would otherwise be payable by Customer under the Contract, Customer shall nevertheless remain liable for payment of these amounts and, in the case that Biocair informs Customer that any such amount has not been paid by the applicable third party when due, Customer shall pay the applicable amount to Biocair within 7 days.
7.3 付款方式和货币。客户应通过电子汇款的方式或Biocair合理要求的其他付款方式支付合同项下的到期款项至Biocair指定的银行账户,该款项应当以人民币或双方约定的其他货币全额支付,不得因为任何抵销、反诉、折扣或其他原因进行任何预提或扣减。
Manner and currency of payment. Customer shall pay all monies becoming due to Biocair under the Contract by electronic transfer to a bank account nominated by Biocair or by such other means as Biocair may reasonably require, shall pay them in RMB or other currency in which they are agreed, and shall pay them in full without any withholding or deduction because of any set-off, counterclaim, abatement or otherwise.
7.4 增值税。所有本合同项下的应付款项均不包含增值税(如果相关法律要求Biocair支付),客户应当额外向Biocair支付增值税发票的税金。
VAT. All sums becoming due to Biocair under the Contract are exclusive of any VAT, which (in the case that Biocair is obliged by law to charge VAT) Customer shall pay in addition against Biocair's VAT invoices.
7.5 逾期付款金额。除任何其他Biocair可能享有的权利或救济以外,如果货款的任何部分未能按期支付给Biocair:
Overdue amounts. In addition to any other right or remedy that Biocair may have, if any amount due to Biocair is not paid on time:
7.5.1 依据Biocair的要求,客户应按照中国人民银行同期贷款利率支付逾期利息。利息自付款到期日开始起算直至欠款全额付清,且不受制于任何判决作出的时间;
if required by Biocair, Customer shall pay overdue interest at the same loan rate as the People’s Bank of China over the same period. The interest period shall run from the due date for payment until receipt of the full amount by Biocair, whether before or after any judgement;
7.5.2 Biocair在没有全额收到应付款项及其利息钱前,可以暂停提供服务、扣留由其占有或控制的货物,并不因此承担任何责任;并且
Biocair may without liability suspend provision of the Services and withhold any Goods in its possession or under its control until receipt of the full amount by Biocair, together with any interest charged as above; and
7.5.3 客户应根据Biocair要求,偿付Biocair在追讨逾期款项过程中产生的所有花费和开支(包括全额索赔的律师费用)。
Customer shall upon demand by Biocair reimburse Biocair all costs and expenses (including legal fees on a full indemnity basis) incurred by Biocair in recovering overdue amounts from Customer.

8. 保密义务

CONFIDENTIALITY

8.1 对机密信息的保密义务。双方同意对其从另一方获得的所有信息予以保密,无论该等信息是否基于本合同获得还是在签约准备过程中已经获得,以及其他所有可能在合同签订过程中从另一方获得的信息。鉴于对方对该种信息所享有的所有权,因此该等机密信息只能被排他性地用于实现本合同目的或预期利益,并且仅可向因执行本合同目的而涉及的合理且必要的人士进行披露。在本合同中,并且受制于第8.2条的规定,前句中提到的信息应定义为“机密信息”。机密信息应当包括:(1)受制于第8.2条并被Biocair视为机密信息的,在任何时候由Biocair披露给客户的与其操作程序、数据、联系人、客户、员工、供应商、承包商及其他与Biocair的业务相关的专有技术和信息;和(2)双方的机密信息以及本合同条款。
Confidentiality of Confidential Information. Each Party agrees to maintain secret and confidential all information obtained from the other Party, whether pursuant to the Contract or prior to and in contemplation of it, and all other information that it may acquire from the other in the course of the Contract, to respect the other's proprietary rights in such information, to use it exclusivity for the purposes of or as contemplated by the Contract, and to disclose it only to such persons to whom and to the extent that such disclosure is reasonably necessary for such purposes. In the Contract, and subject to Clause 8.2, the information referred to in the immediately preceding sentence is called Confidential Information. Without limiting the scope of Confidential Information, it shall include: (a), subject to Clause 8.2, and as Confidential Information of Biocair, all know-how and other information concerning Biocair's operating procedures, data, contacts, customers, employees, suppliers, contractors and otherwise Biocair's business at any time disclosed to Customer by Biocair; and (b), as Confidential Information of both Parties, the terms of the Contract.
8.2 不属于机密信息的相关信息。机密信息不包含信息:
Certain information not Confidential Information. Confidential Information excludes information which:
8.2.1 一方从另一方接收该信息前已经占有该信息并有权自由处置该信息;
prior to receipt thereof from one Party was in the possession of the other and at its free disposal; or
8.2.2 事后从与该信息有关的无保密义务的第三方获得,且该等信息并非由第三方直接或间接从披露方处获取;
is subsequently disclosed to the recipient Party free of any obligations of confidentiality by a third party who has not derived it directly or indirectly from the other; or
8.2.3 不是通过接收方、其员工、其分包人或其代理的不作为或违反合同的行为被公众普遍知悉。
is or becomes generally available to the public through no act or default of the recipient Party or its employees, subcontractors or agents.
8.3 强制披露。如果一方知道依据相关法律或有管辖权的政府机关的要求,其将被要求披露与另一方有关的机密信息,该方应当即刻将此情况通知另一方(在法律允许的情况下),并且应当按照另一方的请求向其提供合理要求的协助,采取合法措施来限制或防止对该等机密信息的披露,因此产生的费用由另一方承担。
Mandatory disclosures. If and as soon as a Party becomes aware that it may be obliged by any Applicable Laws or competent authority to disclose any Confidential Information of the other Party, then it shall (if it lawfully can) so notify the other and shall at the request and cost of the other provide to the other such assistance as the other may reasonably require in taking lawful steps to limit or prevent the disclosure.
8.4 保密义务的转嫁义务。双方应当:
Obligation to pass on obligations of confidentiality. Each Party shall:
8.4.1 确保由其披露另一方的机密信息而获悉该等信息的其他人,应当明确知道第8条的约定并也会同样承诺受制于本合同第8条的保密和不使用义务;以及
procure that all persons to whom it discloses any Confidential Information of the other shall be made aware of and subject to obligations of confidentiality and non-use reflecting this Clause 8; and
8.4.2 尽其最大努力履行该等义务。
use its best efforts to enforce such obligations.
任何一方对该等义务的违反都应被视为违约。
A breach by any of such persons of any of such obligations shall be deemed to be a breach of the Contract by such Party.
8.5 适用期限。本合同第8条应当在合同期限内及合同终止后的5年内始终有效。
Period of application. This Clause 8 shall continue in force throughout the Term and for a period of 5 years after the end of the Term of the Contract.

9. 责任和保险

LIABILITY AND INSURANCE

9.1 某些不可排除的责任。本合同对任何一方(或任何其他人)有关责任排除和责任限制的规定不适用于:
Certain liability accepted. Nothing in the Contract shall be taken to exclude or restrict the liability of a Party (or any other person) for:
9.1.1 过失导致死亡或人身伤害;
negligence resulting in death or personal injury;
9.1.2 虚假陈述或其他欺诈行为;
fraudulent misrepresentation or other fraud;
9.1.3 故意违约;
wilful default;
9.1.4 侵犯另一方或另一方许可人的著作权、数据库权利、商标或其他知识产权;
infringement of the copyright, database right, trade marks or other intellectual property rights of the other Party or the licensors of the other Party;
9.1.5 支付本合同约定的应付款项;
payment of any amount payable in accordance with the Contract;
9.1.6 第9.6条规定的赔偿义务;或
indemnification obligations under Clause 9.6; or
9.1.7 任何可能因对责任进行排除或限制构成违法的事宜。
any matter for which it would be unlawful to exclude or restrict liability.
本合同所有条款所针对的对象或产生的影响均适用本9.1条的规定。
All provisions of the Contract that have as their object or effect the exclusion or limitation of liability shall be read subject to this Clause 9.1.
9.2 对建议的依赖。Biocair向客户提供的与服务相关的建议和信息都应当被视为执行服务目的的一部分,并且任何该等建议和信息只为客户利益而提供。客户不得擅自使用或披露任何此类建议或信息,除非是与提供服务相关的合理要求,特别是不得提供给其他任何可能试图依赖此建议的人。只有客户可以依赖该等建议和信息,Biocair对任何其他人基于对该等建议和信息的信赖而产生的后果概不负责。
Reliance on advice. The provision by Biocair to Customer of any advice or information in connection with the Services shall be deemed for all purposes to be part of the Services, and any such advice and information is provided only for the benefit of Customer. Customer must not use or disclose any such advice or information except as may reasonably be required in connection with the applicable Services, and in particular must not provide it to any other person who may seek to rely upon it. Only Customer may rely upon such advice and information, and Biocair shall not be liable for the consequences of any reliance placed upon it by any other person.
9.3 托运货物的赔偿责任。如强制适用华沙公约(无论修订前或修订后),蒙特利尔公约,海牙规则,海牙维斯比规则,或其他国际公约,则Biocair的赔偿责任以公约及规则限定的赔偿金额为准。受制于第9.1条,Biocair不对超出其合理控制的任何损失、损坏、延误、错误交付或无法投递的情况承担任何责任。
Liability in respect of Consignments. If the Warsaw Convention (whether amended or unamended), the Montreal Convention, the Hague Rules, the Hague Visby Rules or any other international convention is compulsorily applicable, the relevant limitation amounts set out therein shall apply. In all other cases, the limitation amounts set out herein shall apply. Subject to Clause 9.1, Biocair shall not be liable for any loss, damage, delay, mis-delivery or non-delivery of Consignments caused by circumstances beyond the reasonable control of Biocair.
9.3.1 受制于上述第9.1条和第9.7.1条的规定,Biocair 的义务:
Subject to the above, Clause 9.1 and Clause 9.7.1, Biocair's liability:
9.3.1.1 赔偿托运货物的损失和损害不应超过以下两者中较低的金额:(1)货物遭受损失或破坏的价值;或(2)根据国际货币基金组织定义的两个特别提款权汇率差值所产生的每公斤毛重的货物丢失或损坏的差额;
for loss of or damage to any Consignment shall not exceed the lesser of: (a) the value of the Goods lost or damaged; or (b) a sum at the rate of two Special Drawing Rights (SDRs) as defined by the International Monetary Fund per kilo of gross weight of the Goods lost or damaged;
9.3.1.2 因托运货物交付不能或不能在合理时间内安排派送或不能按约定时间发货/运送至目的地所造成的损失和损害,在任何情况下,对该种损失和损害的赔偿金额均不得超过Biocair对该批托运货物所收取运费的两倍;和
for loss or damage as a result of failure to deliver or arrange delivery of a Consignment in a reasonable time or to adhere to agreed departure or arrival dates shall not in any circumstances whatever exceed a sum equal to twice the amount of Biocair’s charges in respect of the Consignment in question; and
9.3.1.3 其他跟托运货物相关的全部索赔不应超过以下两者中较低的金额:(1)该批货物的价值;(2)在(i)根据两个特别提款权之间的汇率差值所产生的每公斤毛重的货物丢失或损坏的差额,和(ii)每单托运货物75,000特别提款权,以两者中价值较低者为准。
in respect of all other claims relating to any Consignment shall not exceed the lesser of: (a) the value of the applicable Goods; or (b) the lesser of (i) a sum at the rate of two SDRs per kilo of gross weight of the applicable Goods or (ii) 75,000 SDRs in respect of any one Consignment.
第9.3条所指的货物价值应当是他们发货或应当发货时的实际价值。特别提款权所导致的差值应当根据Biocair收到书面索赔请求当天的汇率计算。
For the purposes of this Clause 9.3 the value of any Goods shall be their value when they were or should have been shipped. The value of SDRs shall be calculated as at the date when the applicable claim is received by Biocair in writing.
9.4 责任限制。受制于第9.1条:
Limitations of liability. Subject to Clause 9.1:
9.4.1 任何一方均不对另一方的利润损失、其他经济损失、市场损失、商誉或声誉损失或其他从属性损失或任何间接损失承担责任;
neither party shall in any circumstances be liable for any loss of profit or other financial loss, loss of market, loss of goodwill or reputation, or for any indirect or consequential loss or damage whatsoever arising out of or in connection with the Contract; and
9.4.2 任何一方因合同产生的或与合同相关的累计责任不得超过:(1)双方在本合同中具体约定的金额(约定的责任限额),或(2)如未约定责任限额,则为100,000人民币。
each Party's entire liability in respect of all causes of action arising out of or in connection with the Contract shall be limited to: (a) the amount specifically agreed by the Parties under the Contract (Agreed Limit of Liability); or (b), if there is no Agreed Limit of Liability, ¥100,000.
9.5 责任限制的范围。本合同任何可能对责任排除或限制产生影响的合同条款或该等合同条款所约束的对象,在实际适用责任排除或限制时不应受责任性质的影响,即无论是违约责任、侵权责任(包括过失)或其他责任,除非另有相反约定。
Scope of limitations of liability. Any provision of the Contract that has as its object or effect the exclusion or limitation of liability shall, unless expressly stated to the contrary in that provision, operate to exclude or limit liability on whatever basis incurred, whether for breach of contract, in tort (including negligence) or otherwise.

9.6 客户赔偿。
Indemnities by Customer.
9.6.1 客户应当赔偿Biocair :
Customer shall indemnify Biocair against:
9.6.1.1 因(1)按照客户指示采取行动而产生的,或者(2)客户违反任何合同义务或保证而导致的,或客户、其董事、官员、雇员、分包商或代理商的过失而导致的,给Biocair造成的全部责任、损失、损害、索赔、要求、开销和费用;和
all liabilities, losses, damage, claims, demands, costs and expenses incurred or suffered by Biocair: (a) that arise out of Biocair acting in accordance with Customer's instructions; or (b) that arise out of or in connection with any breach by Customer of any obligation or warranty in the Contract or from the negligence of Customer, its directors, officers, employees, subcontractors or agents; and
9.6.1.2 超过Biocair在本合同下应付责任的有任何人(包括收货人、物主或其他第三方)提起的任何索赔和要求,无论该等索赔和要求是否由Biocair、其董事、雇员、分包商或代理商的违约、过失或其他过错所导致或相关,以及由此给Biocair造成的全部责任、损失、损害、开销和费用。
9.6.1.3 all claims and demands whatsoever and by whomsoever (including by any Consignee, Owner or other third party) made or preferred in excess of the liability of Biocair under the Contract, regardless whether such claim or demand arises from or in connection with any breach of contract or negligence or other wrongdoing on the part of Biocair, its directors, officers, employees, subcontractors or agents, and against all liabilities, losses, damage, costs and expenses arising out of or in connection with such claims and demands.
9.6.2 Biocair应当将其知晓的任何可以根据第9.6.1条向客户主张赔偿的情况刻不容缓地书面通知客户,包括任何索赔和要求。
Biocair shall without undue delay give to Customer notice in writing if Biocair becomes aware of any circumstances, including any claim or demand, in respect of which Biocair may seek indemnification under Clause 9.6.1.
9.6.3 Biocair 在任何可情况下均应积极处理并对该种操作和处理方案加以控制,包括Biocair可以基于第9.6.1条向客户主张赔偿的任何索赔和要求。
Biocair shall deal with and control the handling and resolution of any circumstances, including any claim or demand, in respect of which Biocair seeks indemnification under Clause 9.6.1, in consultation with Customer to the extent Biocair considers appropriate. Customer shall provide to Biocair all such cooperation in relation thereto as Biocair may reasonably require.
9.7 不可抗力。
Force Majeure.
9.7.1 受制于第9.7.2条的规定,如果因罢工、停业、限制劳动力、政府行为、战争、恐怖主义、风暴或任何其他超出一方合理控制的情形或事件(“不可抗力”)直接或间接阻止、妨碍合同一方正常履行合同或导致履行迟延,该方不应承担违约责任,也无需对另一方所遭受的损失和损害进行赔偿。
Subject to Clause 9.7.2, neither Party shall be considered in breach of the Contract, or liable for any loss or damage which may be suffered by the other Party, as a direct or indirect result of the performance of any of the first Party's obligations under the Contract being prevented, hindered or delayed by reason of strike, lock-out, stoppage, restraint of labour, government action, war, terrorism, storm or any other circumstances or events beyond such first Party's reasonable control (Force Majeure).
9.7.2 遭受不可抗力的一方应当:
A Party affected by Force Majeure shall:
9.7.2.1 立即将不可抗力事件及实际或预期的影响书面通知另一方;并且
promptly notify the other Party in writing of the Force Majeure and the actual or expected effects of it; and
9.7.2.2 采取一切合理努力恢复合同履行并继续履行受不可抗力影响的义务。
use all reasonable efforts to resume performance and continue performance of the affected obligations.
9.7.3 如果合同一方履行义务的能力受不可抗力事件影响持续超过二十八(28)天,则任何一方有权书面通知另一方解除本合同。
If a Party's performance of its obligations under the Contract is affected by Force Majeure for a period of 28 days or more, then the other Party shall be entitled to terminate the Contract by giving to the affected Party written notice of termination having immediate effect.
9.8 索赔期限。客户对Biocair所提供服务提出的任何索赔均应当在知道或应当知道导致索赔的事件或发生之日起14天内书面通知Biocair。任何未在上述期限内提出的索赔应当被视为放弃索赔且被禁止,除非客户可以举证证明其在上述索赔期限内无法履行通知义务并且事后已经在第一时间发出了索赔主张。尽管有前述规定,Biocair仍将无需对其提供的服务(或应当提供确认提供的服务)承担任何责任,除非该等索赔是在引起对Biocair提出索赔事件或发生之日起9个月内已经提出并书面通知了Biocair。
Time limits for claims. Any claim by Customer against Biocair arising in respect of any Services must be made in writing and notified to Biocair within 14 days of the date upon which Customer became or should have become aware of any event or occurrence alleged to give rise to such claim, and any claim not so made and notified shall be deemed to be waived and absolutely barred except in the case that Customer can show that it was impossible for it to comply with this time limit and that it has made the claim as soon as it was reasonably possible for it to do so. Notwithstanding the immediately preceding sentence, Biocair shall in any event be discharged of all liability whatsoever howsoever arising in respect of any Services provided (or which should have been provided) unless the applicable claim is issued and written notice thereof given to Biocair within nine months from the date of the event or occurrence alleged to give rise to a cause of action against Biocair.
9.9 Biocair的雇员和分包商等。客户在任何情况下均不得以任何合同项下的或与本合同有关的方式向Biocair的任何董事、管理人员、雇员、分包商或代理商提出索赔,也不得向任何与Biocair有关的人员提出索赔。任何由收货人、物主或其他第三人提出的索赔均应被视为本合同下(特别是本合同第9.6.1.2条之目的)对Biocair提出的索赔。
Biocair's employees and subcontractors etc. Under no circumstances shall Customer make any claim against any directors, officers, employees, subcontractors or agents of Biocair, or against any other persons connected with Biocair, in any manner under or in connection with the Contract. Any such claim made by a Consignee, Owner or other third party shall be deemed for the purposes of the Contract (and in particular for the purposes of Clause 9.6.1.2) to be a claim against Biocair.
9.10 保险。Biocair不会以客户名义购买任何保险。但是,如果客户要求,Biocair同意为自身扩大与其提供服务的风险和责任相关的保险范围,并根据合同规定相应增加其责任限额。该等责任限额的增加只有在Biocair的授权代表签署相关书面协议并在Biocair收到出险事故的索赔款项后才能生效。Biocair有权就以上扩大投保范围的开支向客户收取相关费用和合理的管理费。
Insurance. Biocair will not effect any insurance on behalf of Customer. However, if requested by Customer, Biocair may agree to arrange enhancements to its own insurance cover as it applies to risks and liabilities in connection with the Services, and to accept increases in the limits of its liability under the Contract accordingly. Any such increases will be effective only if agreed in writing by a duly authorised representative of Biocair, and subject to Biocair (on the basis it shall use reasonable efforts to do so) obtaining the applicable payment from its insurers in the event of a claim. Biocair shall be entitled to charge Customer the cost of effecting the applicable enhancements to Biocair's insurance cover as above, plus a reasonable administrative fee.

10. 合同期限和合同终止

TERM AND TERMINATION

10.1 合同期限。除非提前解除,本合同将持续有效。
Term. Unless terminated in accordance with its terms, the Contract shall continue in force without limit in time.
10.2 无因解除。任何一方可以至少提前3个月书面通知解除本合同。
Termination without cause. Either Party may terminate the Contract by giving at least 3 months' written notice to the other.
10.3 合同终止事由。在以下任一情况出现时,任何一方可向另一方发出书面解除合同的通知,该通知即刻生效,且不会影响该方的其他权利和救济:
Termination for cause. In addition to any other right or remedy of such Party, either Party may terminate the Contract by giving written notice to the other Party having immediate effect if:
10.3.1 另一方对合同的任何条款有实质性的违反,且该等原本可以弥补的违约在解约方通知其违约之日起的28天内未能及时纠正该等严重违约;
the other Party commits any material breach of any of the terms of the Contract which in the case of a breach capable of remedy is not remedied by the other Party within 28 days of the date of a notice to the other Party specifying the breach and requiring its remedy;
10.3.2 另一方重复违反本合同项下的任何条款以至于解约方有合理理由认为另一方的行为已经与合同条款严重不符,致使该合同条款无法实现预期目的和效果;
the other Party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
10.3.3 另一方暂停或威胁暂停支付其债务、无力偿还已到期债务、承认其无力偿还债务或依据《中华人民共和国破产法》的定义应当被视为无力偿还债务;
the other Party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or is deemed unable to pay its debts in accordance with the definition of - the Bankruptcy Law of the People's Republic of China -;
10.3.4 另一方通过决议或颁布命令决定停业清算;
a resolution is passed, or an order is made, for the winding up of the other Party;
10.3.5 另一方颁布任命管理人命令,或另一方已经由被指派的管理人接管;
an order is made for the appointment of an administrator or an administrator is appointed over the other Party;
10.3.6 另一方将其利益转让给其债权人,与受制于清偿顺序的债权人主动达成偿债安排,或因此使其变成债权人;
the other Party makes an assignment for the benefit of creditors, a voluntary arrangement with its creditors or becomes subject to an administration order;
10.3.7 另一方进入破产程序(除以合并、重组或其他会可以保证公司能够有效承担或履行本合同下付予另一方义务的情况);
the other Party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or to assume the obligations imposed on the other Party under the Contract);
10.3.8 另一方停止或威胁停止其全部或绝大部分的业务;
the other Party ceases or threatens to cease to carry on all or substantially all of its business; or
10.3.9 另一方在境外法域发生了与第10.3.3至10.3.7类似的情形。
anything analogous to any of Clauses 10.3.3 through 10.3.7 occurs in relation to the other Party in any foreign jurisdiction.
10.4 重大违约定义。不限于第10.3.1条的范围,对本合同第5.3、5.4、7、8、9.6、9.9和12条的违反应被视为重大违约。
Material breach partially defined. Without limiting the scope of Clause 10.3.1, a breach of any of Clauses 5.3, 5.4, 7, 8, 9.6, 9.9 and 12 shall be deemed a material breach.

11. 合同终止的后果

CONSEQUENCES OF TERMINATION

11.1 既有权利。本合同的终止不应当损害双方在合同终止前已享有的各项权利,并不得因此损害任一方的任何其他权利或救济。
Accrued rights. Termination of the Contract (however arising) shall be without prejudice to the rights of the Parties accrued prior to termination or to any other right or remedy of either Party.
11.2 存续条款。为赋予本合同项下某些合同条款的定义充分的效力,该等合同条款在合同终止后将继续有效。特别是第6、7、8、9、11、12、13和14条,在合同终止后仍然有效。
Survival of certain terms. All terms of the Contract which in order to give full effect to their meanings need to survive termination of the Contract shall do so. In particular Clauses 6, 7, 8, 9, 11, 12, 13 and 14 shall survive any termination of the Contract.
财务。客户应在本合同终止后的7日内向Biocair支付合同解除前开具的全部应付未付的发票金额,并且应当根据发票开具的日期,在发票开具后的7天内向Biocair支付其在合同解除后所开的发票金额。
Financial. Following any termination of the Contract Customer shall within 7 days pay all outstanding invoices of Biocair in respect of amounts payable under the Contract, and shall within 7 days of the invoice date pay any such invoices rendered by Biocair after termination of the Contract.
11.3 其他后果。合同解除后,任一方应当在14天内将所有记录了另一方机密信息的文件或记录(以任何形式)和材料返还给另一方,或者根据另一方的书面指示,销毁或删除该等文件。即便如是约定,双方仍有权根据相关法律或本合同项下的其他条款的要求保存该等文件和记录。为计算机系统安全之目的,任何一方均不得不删除任何用于备份的文件副本或记录(但应当保证这些文件和记录的安全,特别需要遵守其在本合同项下有关机密信息的义务)。
Other consequences. Upon any termination of the Contract each Party shall within 14 days return to the other or, if instructed by the other in writing, destroy or delete all documents or records (in any form) and materials recording or otherwise embodying any Confidential Information of the other Party. Notwithstanding this obligation, each Party shall be entitled to retain such documents and records as are required to comply with Applicable Laws or other terms of the Contract; and neither Party shall be obliged to delete any copies of documents or records made in the process of backing up of its computer systems for security purposes (but it shall keep those documents and records securely, and in particular in compliance with its obligations under the Contract regarding Confidential Information).

12. 禁止雇佣

NON-SOLICITATION

12.1 定义。在第12条项下:
Definitions. In this Clause 12:
12.1.1 关键员工指一个从事非行政或秘书职务的员工,他的离开将给合同一方的业务造成实质性的不利影响,或在个别情况下也可能指合同一方的分包商;和
Key Employee means an employee who is not employed in an administrative or secretarial capacity and the loss of whom would have a material detrimental effect on the business of the applicable Party or, as the case may be, a subcontractor of the applicable Party; and
12.1.2 关联期限指(1)本合同终止,或在某些情况下(2)最后完成本合同项下服务,其后12个月的期间。
Relevant Period means the period of 12 months immediately prior to: (a) the termination of the Contract, or, as the case may be; (b) the completion of the last of the Services provided under the Contract.
12.2 招揽的限制等。任何一方均不得:
Restrictions on solicitation etc. Neither Party shall:
12.2.1 在本合同期限内;或
during the Term of the Contract; or
12.2.2 在本合同终止后的6个月内;
for a period of 6 months after the termination of the Contract;
直接或间接试图招揽、引诱另一方及其分包商的关键员工并为其提供就业机会,或在关联期限内通过与本合同相关的实质联系和交往与该等关键员工建立其他委托关系。
directly or indirectly seek to solicit or entice away for employment or other engagement any Key Employee of the other Party or of any subcontractor of the other Party under the Contract with whom (in either case) the first Party had material contact or dealings in connection with the Contract during the Relevant Period.

13. 其他

MISCELLANEOUS

13.1 公告/宣传。Biocair有权为宣传之目的披露客户为Biocair的客户。除此以外,在未经对方书面批准的情况下,任何一方均不可在新闻、其他公告或通过其他方式宣扬双方在本合同项下的关系。另一方对该等书面批准的做出、撤销或条件享有完全的决定权。
Announcements/publicity. Biocair shall be entitled for the purposes of its own publicity to name Customer as its customer. Subject to that, neither Party shall issue any press release or other announcement, or otherwise publicise the relationship between the Parties embodied in the Contract, except with the prior written approval of the other Party. Such approval may be given, withheld or conditioned in the other Party's absolute discretion.
13.2 变更。对本合同的任何添加、修正或修改均应以书面形式作出并经双方的授权代表签字(不包括电子邮件形式),否则无效。
Variation. No addition, amendment to or modification of the Contract shall be effective unless it is in writing and signed by the duly authorised representative of each Party (e-mail is not sufficient).
13.3 可分割性。如果本合同的任何条款在任何时候、任何方面为或变为无效或不能履行,该条款应被视为从本合同中分离,但本合同其余条款的效力应不受其影响。但是,在此种情况下,双方应本着善意、协议决定由在签订本合同时最能反映双方意图的该等有效条款代替分离条款。
Severability. If any part of the Contract is found to be invalid or unenforceable then such part of the Contract shall be deemed removed from the Contract, but without affecting the remainder of the Contract. However in that event the Parties shall in good faith negotiate and endeavour to agree valid and enforceable replacement terms that as nearly as possible achieve their original intent embodied in the removed part.
13.4 可转让性。
Assignment.
13.4.1 Biocair可以不经对方同意向受让其全部或绝大部分的业务和资产的任何人转让其在本合同下的权利和义务。
Biocair may without consent assign its rights and obligations under the Contract to any person to whom it transfers all or substantially all of its business and assets.
13.4.2 除上述第13.4.1条外,任何一方均不得在未经另一方书面同意(不得不合理地扣留或拖延)的情况下转让其在本合同项下的权利和义务。
Subject to Clause 13.4.1, neither Party shall without the prior written consent of the other (which shall not unreasonably be withheld or delayed) assign any of its rights or obligations under the Contract.
13.4.3 本合同将仍然有效并将继续对双方具有约束力以保护任一方受让人之权益。
The Contract shall bind and shall continue in force for the benefit of any permitted assignee of either Party.
13.5 通知
Notices.
13.5.1 本合同规定一方向另一方发出的任何通知均应以书面形式作出并当面送达,或以传真、商业快递或电子邮件的方式发送给对方地址、传真号码或电子邮箱(视情况而定),或由相关方另行书面通知另一方。
Any notice to be given under the Contract shall be in writing and shall be delivered personally, or sent by facsimile transmission, or by commercial courier, or by e-mail, to the Party required to receive the notice at its address, facsimile number or e-mail address (as the case may be) as set out in the Contract or as may otherwise be specified by the relevant Party by notice in writing to the other Party.
13.5.2 任何通知在以下情况应当被视为已经及时送达:(1)如果是当面送达,送达至接收一方的地址时视为送达,通知应当注明由接收方的管理人员或员工签收;或(2)如果是以传真的方式送达,送达时间为发出后的第二个工作日的上午九点(接收方的当地时间),应当注明由接收方的管理人员或员工关注,并经确认已完成正确传输;(3)如果由商业快递送达,应当注明由接收方的管理人员或员工签收,送达时间应为投递员送达回执上注明的日期和时间;或(4)如果是电子邮件送达,送达时间为发送至该等管理人员或员工邮箱后的第二个工作日的上午九点(接收方的当地时间),并应有收件回执予以确认(通过任何方式)。
Any notice shall be deemed to have been duly received: (a) if delivered personally, when left at the recipient Party's address, marked for the attention of an officer or employee of the recipient Party known to the Party giving notice; or (b) if sent by facsimile transmission, at 9.00 am on the next business day (in the recipient's location) after sending, marked for the attention of such officer or employee, with correct transmission confirmed; or (c) if delivered by commercial courier, marked for the attention of such officer or employee, on the date and at the time that the courier's delivery receipt is signed; or (d) if sent by e-mail, at 9.00 am on the next business day (in the recipient's location) after sending to the e-mail address of such officer or employee, provided receipt is confirmed (by any means).
13.5.3 本合同第13.5条的规定不适用于任何诉讼中的服务和其他法律行动中的文件。
The provisions of this Clause 13.5 shall not apply to the service of any proceedings or other documents in any legal action.
13.6 权利放弃。如果一方延迟行使其在本合同项下的任何权利或执行本合同项下的任何条款,都不构成该方对此项权利或合同条款的放弃。
Waiver. No delay by a Party in exercising any right or enforcing any provision of the Contract shall be deemed a waiver of such right or provision.
13.7 全部协议。本合同应取代在本合同签署前或与之同时存在的、双方之间已经达成的与本合同标的相关的任何安排、保证、承诺或协议。此外,任何在客户订单中、Biocair报价的承诺中,或其他任何客户签发的文件中所包含或援引的条款和条件,均不发生效力。本合同中未经明确约定的条款和条件不得成为合同的一部分。
Entire agreement. The Contract supersedes any arrangements, undertakings, promises or agreements made or existing between the Parties prior to or simultaneously with the Contract and relating to the subject-matter of the Contract, and constitutes the entire understanding between the Parties in relation to the subject matter of the Contract. Without limiting the scope of the immediately preceding sentence, no terms and conditions incorporated into or referred to in any Customer Order placed by Customer or in any acceptance of a Biocair Quotation, or in any other documentation issued by Customer, shall have any effect. No terms or conditions not expressly set out in the Contract form part of it.
13.8 非合作关系等。本合同不构成双方间的合伙关系,且任何一方均无权为任何目的作为另一方的代理。双方之间是独立的合同关系。
No partnership, etc. The Contract shall not constitute the Parties partners or either Party the agent of the other for any purpose. The Parties are independent contractors.
13.9 费用。除非另有相反约定,双方应各自承担自己为准备、谈判和执行本合同所产生的成本和费用。
Costs. Except to the extent expressly provided to the contrary in the Contract, each Party shall bear its own costs and expenses in relation to the preparation, negotiation and performance of the Contract.
13.10 合同解释。本合同的标题和主题仅为方便阅读,不影响其解释;所有对条文的援引均是对这些条文所在的条款和条件的援引;对人的援引应当被视为包括对个人、公司、非公司企业或其他主体的援引,无论其是否有独立的法律人格;援引法规或其他立法应被视为包括对它的修正案、补充或重述的援引;援引单数应当包含复数,反之亦然;用以表述举例时使用“特别是”、“包括”、“例如”、“比如”和“等”这类措辞时,或其后又使用了其他更一般的措辞,上述举例不得以任何方式被解释为仅限定于该等更一般的措辞所表述的范围。
Interpretation. The headings and captions in the Contract (including those at the beginning of Clauses) are for convenience only and shall not affect its interpretation; all references to Clauses are references to clauses in these Terms and Conditions; references to a person shall be deemed to include an individual, a company or an unincorporated business or other body, whether or not it has separate legal personality; references to a statute or other legislation shall be deemed to include any modification, extension or re-enactment thereof for the time being in force; references importing the singular shall include the plural and vice versa; and words such as in particular, including, for example, such as and etc, or other words indicating that examples falling within more general wording follow, shall not be construed as limiting in any way the scope of the corresponding more general wording.
13.11 第三方权利。本合同项下授予一方的补偿和支持一方责任排除和限制的合同条款,也适用于该方的董事、管理人员、员工、分包商和代理商,以及与该方有关联的其他人,由其各自相应执行或由合同该方代为实施,并且责任限额应当在合同该方和所有这些人责任总额的基础上加以限制。受制于前述规定,本合同项下授予的权利不适用于任何第三方;并且除合同双方以外的其他人均不得强制执行本合同项下的任何条款。
Third party rights. All indemnities in the Contract in favour of a Party, and all provisions of the Contract that purport to limit or exclude the liability of a Party, are intended also to be for the benefit of all directors, officers, employees, subcontractors and agents of such Party, and of any other persons connected with that Party, and shall accordingly be enforceable by each of them as well as or instead of by the applicable Party, and on the basis that any limit on the liability of a Party shall apply to that Party and all those other persons in the aggregate. Subject to the immediately preceding sentence, the Contract is not intended to confer rights on any third party, and no term of the Contract may be enforced by any person who is not a party to the Contract.
13.12 副本。本合同可有多分副本,每份副本一旦经签署和交付(包括以PDF格式通过传真和邮件交付)则可视为正本合同,所有的副本将组成一份效力相同的协议。所有副本在最后一份副本经双方签署和交付后才能生效。
Counterparts. The Contract may be executed in counterparts, each of which when executed and delivered (including if delivered by facsimile transmission or by e-mail in PDF format) shall constitute an original of the Contract, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each Party has executed and delivered at least one counterpart.

14. 法律适用和争议解决

GOVERNING LAW AND DISPUTE RESOLUTION

14.1 法律适用。本合同以及凡因本合同、合同标的或格式(包括非合同纠纷和索赔)引起的、或与其相关的任何争议和主张,均受中华人民共和国的法律及最高人民法院的管辖和解释。
Governing law. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in all respects in accordance with the laws of the People's Republic of China and the jurisdiction and interpretation of the Supreme People's Court.
14.2 争议解决。凡因本合同引起的、或与本合同有关的任何争议,应当由经双方授权处理该等争议的代表通过协商方式努力解决。双方可以尝试通过调解、专家鉴定或其他合适的途径解决该等争议,且任何一方都不得无理由拒绝参加。双方不可撤销地同意,凡因本合同、合同标的或格式(包括非合同纠纷和索赔)引起的、或与其相关的任何争议,如无法通过上述途径解决,上海市浦东新区法院对该等争议享有排他的管辖权。
Dispute resolution. The Parties shall endeavour to resolve any dispute arising out of or in connection with the Contract by negotiation between their representatives who have the authority to resolve the dispute. The Parties may agree to try and resolve such dispute through mediation, expert determination or other means appropriate to the dispute; and no Party shall unreasonably refuse to take part in such process. The Parties irrevocably agree that any dispute arising out of or in connection with the Contract or its subject matter or formation (including any non-contractual dispute or claim) that is not resolved by other means shall be subject to the exclusive jurisdiction of the courts of Shanghai Pudong New Area People's Court.