翻译2024-12-20- MSS Tracker RFP-Tracker Purchase Agreement-(4)

decision or award must be in writing and must contain findings of fact on which it is based. The decision and award of the Arbitration Panel shall be final and binding on the Parties and may be challenged only on the ground set forth on the Federal Arbitration Act, 9 U.S.C. §1 et seq. Any decision or award of the Arbitration Panel may be enforced or confirmed in any court of competent jurisdiction; and

仲裁团无权对有违本合同条款的事项进行裁决。裁决决定必须是书面形式，包括事实依据。仲裁团的裁决对双方具有最终约束力，只能被联邦仲裁法案条款规定质疑。仲裁裁决将被司法机关严格执行。

(D) the fees and expenses of the Arbitration Panel and the AAA shall be borne

equally by Buyer and Seller. 仲裁团和美国仲裁协会在仲裁过程中产生的费用由卖方和卖方平摊。

20. REMEDIES

(a) Each right or remedy of the Parties under this Agreement is without prejudice to

any other right or remedy of the Parties available at law, whether or not such rights or remedies are set out in this Agreement.

本合同规定下双方权利和陪偿义务不得影响当事方的其他合法权利或陪偿义务,无论这些权利及补偿在本协议中规定与否。

(b) The failure by either Party to exercise, or any delay in exercising, any right or

remedy under this Agreement shall not constitute a waiver of such right or remedy or a waiver of any other rights or remedies the Party may otherwise have, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of such right or remedy or the exercise of any other right or remedy.

任何一方若没有行使或延迟行使本合同的权利或赔偿义务,不代表其放弃合同权利和赔偿义务或放弃当事方另有的任何其他权利或赔偿义务,单方或部分行使权利或义务不能阻止其进一步行使该项权利和义务。

21.

NO PARTNERSHIP OR AGENCY

Nothing in this Agreement shall create a partnership, joint venture or legal relationship of

any kind between the Parties that would impose liability upon one Party for the acts or failure to act of the other Party, and neither Party shall have the authority to make representations, act in the name or on behalf of or otherwise bind the other Party.

本合同的条款不代表双方建立伙伴关系，任何一方都无权代表另一方行事。 22.

ENTIRE AGREMENTE

(a) This Agreement together with the Exhibits hereto constitutes the entire agreement

between the Parties in connection with its subject matter.

NY:13068283.1 13

这份合同和展品双方构成整个协议

(b) Neither Party has relied on any statement, representation or promise made by the

other except as expressly set out in this Agreement.

任何一方都不可依附另一方的报表和承诺，除非合同中有此规定。

23. SEVERABILITY 独立性

The invalidity, illegality or unenforceability of any provision of this Agreement shall not

affect the other provisions, and this Agreement shall be given effect as if the invalid, illegal or unenforceable provision had been deleted.

本合同中无效、非法或强制性的条款不影响其他条款的执行。 24.

EXECUTION 执行

This Agreement may be executed in any number of counterparts and by the Parties on

separate counterparts, each of which, when executed, shall be an original, but all counterparts shall together constitute one and the same instrument.

本合同可由多方执行， 所有方必须遵守原始协议精神。 25.

AMENDMENT AND WAIVER 修正和弃权

(a) No variation of this Agreement shall be effective unless it is made in writing,

refers specifically to this Agreement and is signed by both of the Parties.

未经双方协商，本合同不得随意修改。

(b) No waiver of any term, provision or condition of this Agreement shall be effective,

except where it is clearly made in writing and signed by the waiving Party. No waiver of any particular breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

未经弃权方书面签署协议，任何放弃行使本合同条款权利和义务的行为都将无效。对某一条款的弃权不视为对其他或相关条款的弃权

(c) No omission or delay on the part of any Party in exercising any right, power or

privilege under this Agreement shall operate as a waiver by it or of any right to exercise it in future or of any other of its rights under this Agreement.

任何一方在行使合同权利和履行义务过程中出现的疏忽和拖延行为不视为弃权行为。

26. LAW AND JURISDICTION法律和权限 (a) This Agreement shall be governed by the laws of the State of New York, without

regard to the laws regarding conflict of laws thereof that would require the laws of another jurisdiction to apply. The Parties irrevocably accept and submit to the jurisdiction of the federal courts (and in the absence of jurisdiction therein the New York State Courts) located in New York City with respect to any suit, action or proceeding in aid of arbitration, including but not

NY:13068283.1 14

limited to an action for an order of interim, provisional or conservatory measures to maintain the status quo and prevent irreparable harm and for recognition and enforcement of any award rendered by the Arbitral Panel, and the Parties irrevocably waive any objection to the laying of venue or defense that the forum is inconvenient with respect to any such suit, action or proceeding for such purpose. The Parties’ right to apply for such judicial relief in aid of arbitration and the commencement of any such suit, action or proceeding in aid of arbitration shall not be deemed incompatible with, or a waiver of, the Parties’ agreement to arbitrate. This consent to jurisdiction is being given solely for purposes of this Agreement, and it is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a Party to this Agreement may become involved. The Parties acknowledge and agree that terms and conditions of this Agreement have been freely, fairly and thoroughly negotiated.

此合同按照纽约州法执行，双方无条件接受纽约联邦法庭

(b) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING BROUGHT UNDER SECTION 26(a) HEREIN. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 26(b).

(c) The United Nations Convention on the International Sale of Goods shall not apply

to this Agreement.

联合国大会关于国际商品销售的规定不适用于此合同。

27. NOTICES

(a) Any notice or other communication to be given under this Agreement shall be in

writing and in the English language and may be delivered or sent by pre-paid first-class post or fax to the Party to be served at that Party's address as follows:

本合同规定范围内所发通知和交流都应是书面形式并且使用英文，

To Buyer:

[Buyer] [address]

To Seller:

[Seller] [address] (b) Any notice or document shall be deemed served:

NY:13068283.1 15

任何通知和文件都须

(i) if delivered by hand, at the time of delivery;当面递交

(ii)

if posted, 48 hours after posting; and 邮寄后的48小时内

(iii) if sent by fax, at the time of transmission printed on the transmission

confirmation sheet.

传真当时

28.

SUPPORT DURING FINANCING

Seller shall cooperate with Buyer by providing such certifications and other related documents as Buyer may reasonably request in relation to financing of the purchase of the Goods or the development and construction of any project into which the Goods may be incorporated, including the securing of any benefits under any ITC, cash grant or other similar incentive programs. 卖家应为买家提供证书及相关文件，买家可以对商品购买融资和商品提出合理要求 29.

COUNTERPARTS合同副本

This Agreement may be executed in counterparts, each of which will be deemed an

original, but all of which together will constitute one and the same instrument.

此合同可在同行中执行，每一副本都 被视为原创，但是所有副本都遵循同一契约

精神。

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

NY:13068283.1 16

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of

the date first above written.

合同以双方规定的最初日期开始执行

NY:13068283.1 [AES SOLAR PROJECT COMPANY] By: Name: [●] Title: [●] [SELLER] By: Name: [●] Title: [●]

17

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