价格诚信协议翻译（中英文）

为保证甲乙双方诚信交易，保证交易价格符合市场行情，双方一致同意订立本协议。 

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、乙方应本着诚信、本分的原则提供真实的成本分析表和合理的利润要求，甲乙双方在此基础上确定最终交易单价。乙方保证供货价格符合市场行情，不高于市场行情下同等批量同等质量水平的最低价格。

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、 乙方需根据原材料市场价格的变动或生产工艺的变更及其它成本要素的变化及时调整供应给甲方产品的单价。价格若有调整，则调整之前的《订货合同》仍按原价格执行，调整后的《订货合同》按新价格执行。若乙方价格低于甲方同类原材料其它供应商的供货价格，甲方有义务分配更大的订单量给乙方；否则甲方有权利缩减给乙方的订单量，直至取消其供应商资格。乙方保证供货给甲方的价格在其客户中占有优势，并承诺不高于甲乙双方协商评估的市场平均价格水平。

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、 甲方有权利到乙方实地考察了解乙方产品的成本构成情况，乙方有义务提供甲方合理要求之内的相关成本要素资料，包括但不限于发票（含原材料\设备采购发票、委托加工采购的发票）、固定资产原值、人工成本构成、机器设备产能、水电房租费用、各类生产报表等。如甲方依所获得的成本要素计算的产品成本明显低于乙方所提供的产品成本，且乙方销售价格高于甲方核定的价格，若乙方无足够证据证明其合理性，甲方有权按甲方核定的价格执行，并保留取消订单、收回差价、不予支付乙方所有未付货款、不退还乙方品质&廉洁保证金，取消乙方供应商资格的权利。

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、甲乙双方需对相关成本信息及交易单价严格保密，不得以任何理由泄漏给第三方（法律另有规定的除外）。

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、为提高甲方产品的市场竞争力，在市场价格稳定的情况下，乙方有义务全力配合甲方降成本计划与方案的实现。

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、价格不诚信的处理： Disposal of discredit price:

若乙方报价明显偏离市场行情，甲方将视为乙方谋取不正当利益，双方同意按如下方式处理：

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 乙方报价高于市场行情10%，甲方有权取消未结订单、要求乙方返还高于市场行情部分的差价、暂停支付乙方已到期货款、要求乙方按高于市场行情差价部分的1倍金额支付违约金给甲方，同时甲方有权取消乙方供应商资格。

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 乙方报价高于市场行情20%，甲方有权取消未结订单、要求乙方返还高于市场行情部分的差价、暂停支付乙方已到期货款、要求乙方按高于市场行情差价部分的2倍金额支付违约金给甲方，同时甲方有权取消乙方供应商资格。

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 乙方报价高于市场行情30%，甲方有权取消未结订单、要求乙方返还高于市场行情部分的差价、暂停支付乙方已到期货款、要求乙方按高于市场行情差价部分的3倍金额支付违约金给甲方，同时甲方有权不退还乙方的品质&廉洁保证金、取消乙方供应商资格。

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 甲方因乙方价格不诚信而暂停支付乙方已到期货款的，双方就价格问题的处理方案达成一致后乙方方恢复支付，但甲方暂停支付期限最长12个月。

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。

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，至双方终止业务时解除。

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, and shall be valid till termination of the business.

7.3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，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.