7.5 If it is due to the Licensor's responsibility that any technical performance of the Contract Products specified in Annex ______ to the Contract is still not achieved in the second ac-ceptance test, the Licensor shall compensate the Licensee for the direct expensee sustained by the Licensee ,for the accep-tance test, and shall at his own expenses, take measures to eliminate the defects and send his technical personnel to par-ticipate in the third acceptance test including the expenses for the materials used in the third acceptance test. If the re-sponsibility for the failure of the second acceptance test lies with the Licensee, the Licensee shall, at his own expenses, take measures to eliminate the defects and bear the relevant expenses incurred in the third acceptance test.
7.6 If it is due to the Licensor's responsibility that any technical performance of the Contract Products specified in Annex _____ to the Contract is still not achieved in the above - mentioned three acceptance tests, the stipulations in Clause 8.7 shall be applied. If the responsibility for the failure of the above-mentioned three acceptance tests lies with the Licensee, then both parties shall discuss and agree upon fur-ther execution of the Contract.
ARTICLE 8 GUARANTEES AND CLAIMS
8.1 The Licensor shall guarantee that the Technical Documenta-tion and Software supplied by the Licensor to the Licensee in accordance with the Contract shall be of the latest and well-proved Technical Documentation and Softwate which ate actually used by the Licensor and that the improved, modified and developed Technical Documentation and Soft-wate shall be supplied in time by the Licensor to the Li-censee in the course of implementation of the Contract,with-out charge.
8.2 The Licensor shall guarantee that the Technical Documenta-tion and Software supplied by the Licensor to the Licensee in accordance with the Contract shall be complete, correct and legible, and shall be delivered in time in accordance with the stipulations in Annex _______ to the Contract.
8.3 If it is found by the Licensee that the Technical Documenta-tion and Softwate supplied by the Licensor is not in confor-mity with the stipulations in Annex ______ to the Contract and Clause 8.2 to the Contract, the Licensor shall mail the related Technical Documentation to Licensee free of charge within 30 (thirty) days after receiving the Licensee's written notice.
8.4 If the Licensor fails to deliver the Technical Documentation and Software in accordance with the time schedule stipulat-ed in Annex ______ to the Contract and Clause 8.3, the Li-censor shall pay to the Licensee penalties for late delivery of the Technical Documentation and Softwate at the following rates:
0.5%(point five percent) of the total Contract price of the Technical Documentation and Softwate for each full week of Late delivery. The above-mentioned total penalties shall not exceed 5% (five percent) of the total Contract price of this Contract.
The penalty paid shall be in the form of Liquidated Dam-ages and shall fully indemnify the Licensee for all costs in-curred as a result of such edlay.
8.5 Payment of penalty made by the Licensor to the Licensee in accordance with the stipulation in Clause 8. 4 to the Con-tract shall not release the Licensor from his obligations to continue to edliver the Technical Documentation and Soft-ware which is subject to penalties for late delivery.
8.6 If the period for late delivery of the Technical Documentation and Software exceeds 6 (six) months, the Licensee shall be entitled to terminate the Contract. In such case, the Licensor shall return to the Licensee the total amounts which the Li-censee has already paid plus interest at the rate of 12% per annual thereon.
8.7 If it is due to the Licensor's responsibility that any technical performance of the Contract Products is not achieved in the acceptance tests, the case shall be edalt with in the following manner:
If it is due to the Licensor's responsibility that any technical performance of the Contract Products specified in Annex ______ to the Contract is not achieved, and the Licensee can not put the Contract Products into production, the Licensee shall be entitled to terminate the Contract. In the case of ter-mination of the Contract, the Licensor shall return to the Li-censee the total amounts which have already been paid by the Licensee to the Licensor plus interest at the rate 12% per annual thereon and compensate the Licensee for direct losses upon mutual agreement.
If it is due to the Licensor's responsibility that only some of the technical performances of the Contract Products speci-fied in Annex ______ to the Contract are not achieved,but the Licensee still can put the Contract Products into produc-tion, the Licensor shall compensate Licensee for the direct expenses at an amount of 5%-10%(five to ten percent) of contract price according to the significants of the discrepan-cy.
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