6.1 来料批次性不良
Spoiled incoming materials based in batch
甲方生产时发现乙方所供材料不良，经甲乙双方确认不良率超过“单批允许最大不良率（A）”时, 甲 方有权要求乙方支付违约金。违约金计算方式如下：
If Party A finds spoiled materials supplied by Party B during production, and nonconformance rate confirmed by Party A and Party B hereof is beyond “maximum allowable nonconformance rate for single batch (A)”, Party A has the right to require Party B to pay compensation for breach of contract. Compensation for breach of contract shall be calculated using the following formula:
违约金=（材料实际不良率－单批允许最大不良率(A）)×系数(B)元，违约金上限为“批量不良扣款额上限（D）”
Compensation for breach of contract= (actual nonconformance rate of the material － maximum allowable nonconformance rate for single batch (A)) × coefficient (B) Yuan, the upper limit of compensation for breach of contract is “upper limit of deduction for spoiled materials in batch (D)” （A、B、D的数值见协议附表《来料不良赔偿额度分类表》）
(Refer to the attached Control on Upper Limit of Nonconformance Rate of Material for the values of A, B and D)
不良率超过单批允许最大不良率时，即为批量不良，对于批量不良，乙方除需承担违约金外，还需承担甲方因此产生的重工费用。如因此给甲方造成损失，则甲方的直接经济损失由乙方全额承担。 If nonconformance rate is above the maximum allowable nonconformance rate for single batch, it is deemed as a defect batch. For the defect batch, Party B shall undertake expenses of Party B for rework besides the compensation for breach of contract. In case of losses caused therefore to Party A, Party B shall undertake all the direct economic losses to Party A. 6.2 严重的单个不良
Serious individual defect product
甲方检验、生产中发现乙方来料出现严重的个别不良，经甲乙双方确认后，乙方除接受退货之外，还须按“个别严重不良扣款金额(C)”×来料严重不良数量”支付违约金给甲方，并赔偿甲方因此产生的重工费、挑选费等直接损失；若因乙方来料严重不良引起甲方市场投诉退机，乙方还需按每台退机人民币伍佰圆元赔偿甲方售后服务处理费用，并赔偿甲方因处理品质投诉产生的一切费用（包括但不限于车旅费、住宿费、善后处理费等）；若因乙方原因导致甲方市场退机率超过0.3% ，则乙方除需要赔偿甲方上述损失外，甲方同时有权不予退还乙方已交付的品质&廉洁保证金。若甲方产品因乙方所供材料问题引起危害消费者安全的事故（如烫伤、起火、爆炸等），乙方除须承担甲方由此造成的一切损失外，另需承担人民币壹万圆的违约金，同时甲方有权不予退还乙方已交付的品质&廉洁保证金。 （严重个别不良现象、C的数值见协议附表《来料不良赔偿额度分类表》）
In case of serious individual defect product found by Party A during inspection and production from the materials supplied by Party B, after being confirmed by Party A and Party B hereof, Party B shall accept the returned products and pay Party A the compensation for breach of contract calculated by “deducted amount for serious individual defect product (C) × quantity of serious defect incoming material”, and make compensation to Party A for direct losses including charge of rework and selection therefore; in case of complaint and returned products to Party A from the market due to serious defect products supplied by Party B, Party B shall also pay RMB500 for each device returned to Party A as compensation for after-sales service expenses, as well as making compensation to Party A for all the expenses (including but not limited to charge for vehicle, accommodation and aftermath disposal) of dealing with quality complaint; in case the return rate of devices from market to Party A exceeds 0.3% due to fault of Party B, Party B shall pay Party A for all the aforesaid losses caused to Party A, and Party A has the right to refuse to refund the quality and white hands
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deposit of Party B. In case of safety accidents (e.g. scald, fire accident, explosion) caused to consumers by the product of Party A attributed to the materials supplied by Party B, Party B shall undertake all the losses therefore caused to Party A and pay RMB10,000 as compensation for breach of contract; meanwhile, Party A has the right to refuse to refund the quality and white hands deposit of Party B
(As for serious individual defect phenomena, refer to the attached Control on Upper Limit of Nonconformance Rate of Material for value of C.) 6.3 重工费用处理
Rework Expense Disposal
经双方确认因乙方来料质量问题导致甲方产品重工，乙方须按以下计算方式赔偿甲方重工费用： 重工费用＝单位人工成本×重工耗用总工时＋单位动力成本×重工设备启动时长＋实际物料损耗+管
理费用
其中单位人工成本按￥12.00/小时计；单位动力成本按￥20.00/小时计；实际物料损耗指甲方 重工导致的报废料总成本，管理费用按￥500.00/批计。
Both parties acknowledges that if products of Party A need reworking for quality problems of incoming materials supplied by Party B, Party B is required to pay Party A the rework expenses calculated as follows: Rework expenses = unit labor cost × total man-hour spent for rework + unit drive cost × operating hour of equipment for rework + actual wastage of material + management fee
Including: unit labor cost is calculated by ￥12.00/h; unit drive cost is calculated by ￥20.00/h; actual
wastage of material indicates the total cost for wastage caused to Party A by rework; and management fee is calculated by ￥500.00/batch.
当重工影响到甲方出货时，乙方除需赔偿甲方重工费用之外，还需承担以下违约金：
A、整机重工数量大于5000台小于等于10000台时，乙方须承担人民币叁万圆的违约金； B、整机重工数量大于10000台时，乙方须承担人民币伍万圆的违约金。
If production of Party A is affected by rework, Party B shall compensate for breach of contract as specified below besides paying Party A the expenses of rework:
A. In case quantity of reworked devices is more than 5,000 and less than 10,000, Party B shall pay RMB30,000 as compensation for breach of contract;
B. In case quantity of reworked devices is more than 10,000, Party B shall pay RMB50,000 as compensation for breach of contract; 6.4 混料、少料、多料的处理
Disposal of material mixing, material shortage and material excessiveness 6.4.1 若乙方境内交货，则按如下方式处理：
In case of delivery made by Party B in China, the disposal will be as follows: 6.4.1.1 来料中如整箱混料，乙方需按10：1承担违约金，即违约金=单价×混料数量×10。
In case of material mixing of incoming material for a whole carton, Party B shall make compensation at ratio of 10:1 for breach of contract, meaning compensation for breach of contract = unit price × quantity of mixed materials ×10
6.4.1.2 来料中零星混料，乙方需按20：1承担违约金，即违约金=单价*混料数量*20。
In case of sporadic mixing of incoming materials in a carton, Party B shall make compensation at ratio of 20:1 for breach of contract, i.e. compensation for breach of contract = unit price × quantity of mixed materials ×20
6.4.1.3 整批错料，乙方需一次性承担违约金人民币壹仟圆。
In case of material mixing in batch, Party B shall make a one-off payment of RMB1,000 as compensation for breach of contract.
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6.4.1.4 来料少料，若甲方在来料检验时发现少料，则A类料乙方按2：1承担违约金，B/C类料乙方按10：
1承担违约金 ；若甲方在生产过程发现乙方来料少，则乙方需按1：1补料给甲方。
Shortage of incoming materials: in case of shortage of incoming materials found by Party A during inspection, Party B shall make compensation at ratio of 2:1 for Class A materials and 10:1 for Class B/C materials for breach of contract; in case of shortage of incoming materials found by Party A during production, Party B shall make supplementary supply to Party A at ratio of 1:1.
6.4.1.5 乙方因来料混料需承担的违约金最低限额为人民币贰佰圆（低于贰佰圆按贰佰圆计），最高限额为
人民币壹万圆。
The minimum amount of compensation for breach of contract by Party B due to mixed material is RMB200 (Less than RMB200 shall be counted as RMB200.), and the maximum amount is RMB10,000.
6.4.1.6 耳机、数据线、电池、适配器因来料条码与实物不符合造成的混料，乙方需每例支付违约金人民币
壹仟圆。
In case of material mixing due to discordance of incoming material barcode of earphone, data cable, battery and adapter with actual products, Party B shall pay RMB1,000 as compensation for breach of contract for each case.
6.4.1.7如乙方来料混有非甲方产品，乙方需每次支付违约金人民币伍千圆。
If materials not for Party A found in the incoming materials supplied by Party B, Party B shall pay RMB5,000 for each case as compensation for breach of contract.
6.4.1.8如因乙方来料混料造成甲方损失，则甲方直接经济损失由乙方全额承担。
In case of losses caused to Party A by mixed materials supplied by Party B, all the direct economic losses of Party A shall be undertaken by Party B.
6.4.1.9如乙方来料多数，则甲方做盘盈处理，不予办理订单收货、不支付货款。
备注： 混料除了指混有不同物料外，还包含混有技术更改前后的物料。
If the actually supplied materials are more than what is stated in purchase order in quantity, Party A will dispose as inventory overage, and make no receipt or payment.
Note: Besides mixing of various materials, material mixing also refers to mixing of materials before and after technical change.
6.4.2若乙方境外交货，则按如下方式处理：
In case of delivery made by Party B offshore, the disposal method is as follows:
6.4.2.1乙方来料多数的部分，甲方做盘盈处理，不予办理订单收货、不支付货款；乙方来料少数部分，乙
方需按少数数量补货给甲方。
If the actually supplied materials are more than what is stated in purchase order in quantity, Party A will dispose as inventory overage, and make no receipt or payment; in case of shortage of incoming material supplied by Party B, Party B shall make supplementary supply to Party A to meet the purchase order.
6.4.2.2若乙方来料混料，则甲方按实际清点的应交货品数量收货，实际清点数量与应交数量的差异，按
6.4.2.1执行。
In case of mixed material supplied by Party B, Party A shall receive the shipment by quantity actually counted for products required to deliver. For difference between the actually counted quantity and the quantity required to deliver, it shall be disposed under the provision of 6.4.2.1.
6.4.2.3如因乙方来料多数、少数以及混料造成甲方损失（包括但不限于海关罚没、品质事故等），则甲方
直接经济损失由乙方全额承担。
In case of losses caused to Party A due to nonconformance of quantity of material and mixed materials supplied by Party B (including but not limited to customs fine and confiscation and quality accident), Party B shall undertake all the direct economic losses of Party A.
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备注： 混料除了指混有不同物料外，还包含混有技术更改前后的物料。
Note: Besides mixing of various materials, material mixing also refers to mixing of materials before and after
technical change.
6.5 实验不合格的处理
Disposal of materials failing in test
乙方供货给甲方的产品在甲方型式实验中若不合格，甲方有权批量退货；若经乙方改善后仍存在同类问题，则第一次出现乙方需支付违约金人民币伍佰圆，第二次出现乙方需支付违约金人民币壹仟圆，第三次出现乙方需支付违约金人民币贰仟圆，同时甲方有权暂停乙方的供货资格；如因此给甲方造成损失，则甲方的直接经济损失由乙方全额承担。
If the products supplied by Party B to Party A fail to pass the type test of Party A, Party A has the right to return the whole batch of products; in case of the same kind of problem existing after improvement of Party B, Party B shall pay RMB500 for the first time as compensation for breach of contract, RMB1,000 for the second time and RMB2,000 for the third time, meanwhile, Party A has the right to suspend the qualification of Party B as a supplier; in case of losses therefore caused to Party A, Party B shall undertake all the direct economic losses suffered by Party A therefore. 6.6安规及认证要求
Requirements for safety and certification
6.6.1对于规定需符合安规要求的材料，若经甲乙双方认定的第三方测试机构检测不合格，乙方须承担甲 方由此造成的所有经济损失，并承担每次人民币壹拾万圆的违约金。
If the materials demanded to satisfy requirements for safety fail to pass the inspection conducted by a third party testing institute approved by both parties, Party B shall undertake all the economic losses therefore to Party A, and shall also pay RMB100,000 each time as compensation for breach of contract.
6.6.2若乙方供货给甲方的材料需经国家相关部门认证的，乙方须提供符合国家标准的全部认证资料；若
乙方产品认证证书有变更或证书异常时,需及时通知甲方。如因乙方原因造成甲方损失的，乙方须承担甲方由此造成的全部损失，并接受每次人民币壹拾万圆的违约金。在乙方未履行赔偿甲方上述损失及违约责任之前，甲方有权暂停乙方供货权限及所有未付货款和扣除品质&廉洁保证金。
In case that certification by related departments of the state is required for the material supplied by Party B to Party A, Party B shall submit all the certification information in compliance with the national standards; in case of change or abnormality of product certificate of Party B, Party B shall timely notify Party A. In case of losses caused to Party A due to fault of Party B, Party B is required to undertake all the losses therefore to Party A, and pay RMB100,000 for each time as compensation for breach of contract. Before Party B makes compensation to Party A for the abovementioned losses and performs specified obligations, Party A has the right to suspend the qualification of Party B as a supplier and payment of all the unpaid balance and deduct the quality and white hands deposit of Party B. 7、一般条款
General Provisions
7.1本协议若有版本升级，则新版本协议签订后旧版本自动解除。
I In case of any upgraded agreement, the old version of agreement shall be automatically terminated as long as the new version of agreement signed.
7.2如果本协议的任何条款被司法机关裁定在某些方面不可执行，且这种不可执行性不会对双方在本协议
中的权利造成实质性的影响，则本协议的其它条款继续有效。
Provided any article in this agreement is adjudged as unenforceable in certain aspects by judicial authority while the unenforceability has no material influences on responsibilities and obligations of both parties, the balance of this agreement shall remain valid and enforceable.
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7.3本协议一式两份，甲乙双方各执一份，自双方签章后生效，至双方终止合作时解除。
This agreement is made in duplicate. Party A and Party B shall hold one original each. The agreement will come into force at signature and seal of both parties.
7.4本协议之解释、效力、履行及其他未尽事宜均依中华人民共和国法律为准，任何关于本协议产生的争
议，由双方协商解决，协商不成的，双方同意任何一方均向甲方所在地人民法院起诉。
This agreement is construed in accordance with, enforced pursuant to and governed by laws of the People’s Republic of China. Any dispute arising from this agreement shall be settled through consultations. In case no agreement reached by the two parties, the case in dispute shall then be submitted to the local people’s court in the location of Party A.
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