為保證甲乙雙方誠信交易，保證交易價格符合市場行情，雙方一致同意訂立本協(xié)議。 

To ensure smooth transactions in good faith between the two parties and transaction price in accordance with market quotation, Party A and Party B hereby come to this agreement:  

1、乙方應本著誠信、本分的原則提供真實的成本分析表和合理的利潤要求，甲乙雙方在此基礎上確定最終交易單價。乙方保證供貨價格符合市場行情，不高于市場行情下同等批量同等質(zhì)量水平的最低價格。

Guided by the principle of integrity and honesty, Party B shall provide an authentic cost analysis and reasonable profit request, based on which Party A and Party B hereof shall come to a final price for transaction. Party B undertakes that the supply price is in accordance with market quotation and is not higher than the minimum price of similar lot size at similar quality level in the market. 

2、 乙方需根據(jù)原材料市場價格的變動或生產(chǎn)工藝的變更及其它成本要素的變化及時調(diào)整供應給甲方產(chǎn)品的單價。價格若有調(diào)整，則調(diào)整之前的《訂貨合同》仍按原價格執(zhí)行，調(diào)整后的《訂貨合同》按新價格執(zhí)行。若乙方價格低于甲方同類原材料其它供應商的供貨價格，甲方有義務分配更大的訂單量給乙方；否則甲方有權(quán)利縮減給乙方的訂單量，直至取消其供應商資格。乙方保證供貨給甲方的價格在其客戶中占有優(yōu)勢，并承諾不高于甲乙雙方協(xié)商評估的市場平均價格水平。

Party B is required to timely adjust unit price of the products provided to Party A based on change of market price of raw materials, production processing technology and other factors of costs. In case of price adjustment, the Purchase Contract entered before the adjustment shall stick to the original price, while the Purchase Contract after the adjustment shall use the new price. If the price of Party B is lower than the price of other suppliers providing the same type of materials to Party A, Party A has the obligations to place more purchase orders to Party B; otherwise, Party A has the right to decrease purchase quantity from Party B and even to cancel the qualification of Party B as a supplier. Party B promises that the supply price for Party A is competitive among all clients, and that the price shall be no higher than the market average price agreed by Party A and Party B through consultations. 

3、 甲方有權(quán)利到乙方實地考察了解乙方產(chǎn)品的成本構(gòu)成情況，乙方有義務提供甲方合理要求之內(nèi)的相關成本要素資料，包括但不限于發(fā)票（含原材料\設備采購發(fā)票、委托加工采購的發(fā)票）、固定資產(chǎn)原值、人工成本構(gòu)成、機器設備產(chǎn)能、水電房租費用、各類生產(chǎn)報表等。如甲方依所獲得的成本要素計算的產(chǎn)品成本明顯低于乙方所提供的產(chǎn)品成本，且乙方銷售價格高于甲方核定的價格，若乙方無足夠證據(jù)證明其合理性，甲方有權(quán)按甲方核定的價格執(zhí)行，并保留取消訂單、收回差價、不予支付乙方所有未付貨款、不退還乙方品質(zhì)&廉潔保證金，取消乙方供應商資格的權(quán)利。

Party A has the right to conduct site investigation on the cost composition of products of Party B, and Party B, as per reasonable request of Party A, has the obligation to provide information concerning the related cost factors including but not limited to invoice (including raw materials, equipment purchase invoices, purchase invoices for commissioned processing), original value of fixed assets, labor cost composition, production capacity of equipments, utilities and rent, and various production reports. If the product cost calculated by Party A based on obtained cost factors is remarkably lower than the product cost provided by Party B, selling price of Party B is higher than the price calculated by Party A, and Party B has no sufficient evidences to prove its rationality, Party A has the right to make payment according to the price verified and calculated by Party A, and reserves the rights to cancel purchase orders, take back price difference, refuse to pay the unpaid balance of products provided by Party B, refuse to refund the deposit of quality and white hands from Party B, and cancel the qualification of Party B as a supplier.

4、甲乙雙方需對相關成本信息及交易單價嚴格保密，不得以任何理由泄漏給第三方（法律另有規(guī)定的除外）。

Both Party A and Party B hereof shall strictly keep cost information and unit price of transition confidential, and shall in no case disclose to a third party (unless otherwise stipulated by law).

5、為提高甲方產(chǎn)品的市場競爭力，在市場價格穩(wěn)定的情況下，乙方有義務全力配合甲方降成本計劃與方案的實現(xiàn)。

To enhance market competence of products of Party A, under the condition of a stable market price, Party B has the obligations to try the best to assist Party A in lowering costs and realization of schemes.

6、價格不誠信的處理： Disposal of discredit price:

若乙方報價明顯偏離市場行情，甲方將視為乙方謀取不正當利益，雙方同意按如下方式處理：

If the quotation from Party B is remarkably far from the market price, Party A shall deem Party B as seeking for profiteering. Party A and Party B hereof agree to deal with it as follows:

6.1 乙方報價高于市場行情10%，甲方有權(quán)取消未結(jié)訂單、要求乙方返還高于市場行情部分的差價、暫停支付乙方已到期貨款、要求乙方按高于市場行情差價部分的1倍金額支付違約金給甲方，同時甲方有權(quán)取消乙方供應商資格。

If quotation from Party B is 10% higher than the market price, Party A has the right to cancel the unsettled purchase orders, request Party B to refund the price difference that exceeds the market price, suspend due payment to Party B, and request Party B to pay a penalty of the same amount as the part higher than market price to Party A for breach of contract. Moreover, Party A has the right to cancel the qualification of Party B as a supplier.

6.2 乙方報價高于市場行情20%，甲方有權(quán)取消未結(jié)訂單、要求乙方返還高于市場行情部分的差價、暫停支付乙方已到期貨款、要求乙方按高于市場行情差價部分的2倍金額支付違約金給甲方，同時甲方有權(quán)取消乙方供應商資格。

In case of 20% higher of quotation from Party B than the market price, Party A has the right to cancel the unsettled purchase order, request Party B to refund the price difference that exceeds the market price, suspend due payment to Party B, and request Party B to refund twice the price difference for the part higher than the market price as penalty for breach of contract to Party A. Moreover, Party A has the right to cancel the qualification of Party B as a supplier.

6.3 乙方報價高于市場行情30%，甲方有權(quán)取消未結(jié)訂單、要求乙方返還高于市場行情部分的差價、暫停支付乙方已到期貨款、要求乙方按高于市場行情差價部分的3倍金額支付違約金給甲方，同時甲方有權(quán)不退還乙方的品質(zhì)&廉潔保證金、取消乙方供應商資格。

In case of 30% higher of quotation from Party B than the market price, Party A has the right to cancel the unsettled purchase order, request Party B to refund the price difference that exceeds the market price, suspend due payment to Party B, and request Party B to refund three times of the price difference for the part higher than market price as penalty for breach of contract to Party A. Moreover, Party A has the right to refuse to refund the deposit of quality and white hands and cancel the qualification of Party B as a supplier.

6.4 甲方因乙方價格不誠信而暫停支付乙方已到期貨款的，雙方就價格問題的處理方案達成一致后乙方方恢復支付，但甲方暫停支付期限最長12個月。

In case of suspension of due payment to Party B for discredit price of Party B, the payment shall not be resumed until the two parties reach an agreement on solution of the price issue. However, the maximum period for payment suspension by Party A shall be 12 months.

7、一般條款  General Provisions

7.1本協(xié)議若有版本升級，則新版本協(xié)議簽訂后舊版本自動解除。

In case of any upgraded agreement, the old version of agreement shall be automatically terminated the moment the new version of agreement is signed.

7.2本協(xié)議一式兩份，甲乙雙方各執(zhí)一份，自雙方簽章后生效，至雙方終止業(yè)務時解除。

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, and shall be valid till termination of the business.

7.3本協(xié)議之解釋、效力、履行及其他未盡事宜均依中華人民共和國法律為準，任何關于本協(xié)議產(chǎn)生的爭議，協(xié)商不成的，雙方同意任何一方均向甲方所在地人民法院起訴。

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.