違約責任，處罰與免責條款 （中英文）

BREACH OF CONTRACT AND RESPONSIBILITY OF EXEMPTION

關于違約

If one party fails to comply with the terms of the contract, the other party is entitled to terminate the contract.

假如一方不能遵守合同條款，另一方有權終止合同。

In case the Seller fails to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract, and the Seller, in spite of the cancellation, shall nevertheless pay the aforesaid penalty to the Buyer without delay.

如賣方延遲交貨超過合同規定10周時，買方有權撤消合同。此時賣方仍應不延遲地按上述規定向買方支付罰款。

In case party B breaches this contract, party A has right to deduct the default fine, compensation for damage or any other expenses from the deposit. In case the deposit is not sufficient to cover such items, Party B should pay the insufficiency within ten days after receiving the written notice of payment from Party A.

因乙方違反本合同的規定而產生的違約金、損壞賠償金和其它相關費用，甲方可在保證金中抵扣，不足部分乙方必須在接到甲方付款通知后十日內補足。

During the lease term, any party who fails to fulfill any article of this contract without the other party's understanding will be deemed to breach the contract. Both parties agree that the default fine will be_______________. In case the default fine is not sufficient to cover the loss suffered by the faultless party, the party in breach should pay additional compensation to the other party.

甲、乙雙方任何一方在未征得對方諒解的情況下，不履行本合同規定條款，導致本合同中途中止，則視為該方違約，雙方同意違約金為人民幣___________元整，若違約金不足彌補無過錯方之損失，則違約方還需就不足部分支付賠償金。

Should the cooperative venture company be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfil the obligations prescribed by the contract and articles of association, or seriously violates the provisions of the contract and articles of association, that party shall be deemed to have unilaterally terminated the contract. The other party shall have the right to terminate the contract in accordance with the provisions of the contract after approval by the original examination and approval authority, and to claim damages. In case Party A and Party B of the cooperative venture company agree to continue the operation, the party who fails to fulfil its obligations shall be liable for the economic losses caused thereby to the joint venture company. 

由于一方不履行合同、章程規定的義務，或嚴重違反合同、章程規定，造成合作公司無法經營或無法達到合同規定的經營目的，視作違約方片面終止合同，對方除有權向違約的一方索賠外，并有權按合同規定報原審批機關批準終止合同。如甲、乙方同意繼續經營，違約方仍應賠償履約一方的經濟損失。 

Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party, the party in breach shall bear the liability therefor. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual condition.

由于一方的過失，造成本合同及其附件不能履行或不能完全履行時，由過失的一方承擔違約責任；如屬雙方的過失，根據實際情況，由雙方分別承擔各自應負的違約責任。 

Should the buyer fail to perform any provision of the contract signed with the seller, the seller is entitled to terminate the whole or any part of the contract or postpone the delivery or hold back the goods in transit.

假如買方未能履行與賣方所訂立合同的任何條款，賣方有權終止全部或部分合同，或延期交貨，或截留運輸中貨物。

In case the Seller fails to make delivery 20 weeks later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract.

如賣方延期交貨超過合同規定20 周時，買方有權撤消合同。

關于免責

Party B is not liable for failure to perform the party's obligations if such failure is as a result of Force Majeure. However, Party B shall timely notify Party A of the occurrence of Force Majeure and provide the supporting documents of relevant government authorities.

如因不可抗力致使乙方不能按期完成項目，乙方不負違約責任。但乙方應在合理的時間內向甲方報告所發生的不可抗力并提供有關政府部門的證明文件。