THIS MANUFACTURING AGREEMENT (“Agreement”) has been made and entered into on .(date)..............., by and between.. _______ (Buyer) a corporation duly organised under the laws of ................, having its principal place of business at ................................., and _______ Tyre, a corporation duly organised under the laws of Italy, having its principal place of business at ____________ (FR) - _________ (“_________” or Manufacturer)
.
WITNESSETH:
WHEREAS, _____________is engaged in the manufacture and sales of various types of tyres among them passenger car winter tyres; and
WHEREAS, _____________has represented that it has the organisation and technical ability suitable for the development and production of such winter tyres; and
WHEREAS, .(Buyer)............. is engaged in the manufacture and sales of various types of tyres among them passenger car winter tyres; and
WHEREAS, ..(Buyer)........... intends to entrust _____________with the manufacture of passenger car winter tyres pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises, and mutual covenants and conditions hereinafter set forth, the parties now agree as follows:
1. Definitions.
In this Agreement the following terms shall have the following meanings:
“Agreement” means, collectively, this Agreement and all its Appendixes. The Appendixes are as follows:
Appendix 1 Initial list of Contract Tyres with their purchases in 2013 - 2015
Appendix 2 Contract Tyres prices
Appendix 3 Price revision formula
Appendix 4 Planning cycle
Appendix 5 Specific delivery conditions
Appendix 6 Specifications and quality control requirements
Appendix 7 Contract Tyres appearance tolerances and standardization of appearance inspection
“Contract Tyres” shall mean those passenger car winter tyres of the brands, sizes and speed ratings, listed in Appendix 1, as parties may adapt from time to time, and bearing ...(Buyer)............ trademark(s), including licensed one[s], and bearing as well labels supplied by .(Buyer)................
“DA” shall mean a Contract Tyre that conforms with all the specifications and warranty provisions hereof, but which has one or more minor irregularities which are cosmetic in nature and which do not, in any way, affect performance or safety of the tyre. In order to determine whether or not a Contract Tyre shall be deemed a DA tyre, the parties have agreed upon the Contract Tyres appearance (Appendix 7).
2. Manufacturing.
2.1 Under this Agreement, _____________(Manufacturer) shall manufacture Contract Tyres for (Buyer)................, and sell and deliver them solely to .(Buyer).................., and ..(Buyer)................. shall purchase said Contract Tyres, both in accordance with the terms and conditions set forth hereinafter.
..(Buyer).................... shall have the right to sell such Contract Tyres anywhere in the world, unless otherwise agreed in writing.
2.2 _____________confirms that it has, and that it shall maintain the appropriate organisation, technical ability and labour necessary to carry out all of its obligations under this Agreement to the best of its ability and in an efficient and effective manner. _____________ undertakes to inform .(Buyer)................of all changes in its tyre manufacture well in advance, provided that the said changes might have an adverse impact on the quality or performance of Contract Tyres.
2.3 Contract Tyres shall be manufactured in the same plants in Italy producing _____________passenger car tyre.
2.4 Contract Tyres shall be marked as “Made in Italy”.
3. Moulds, specifications and quality standards
3.1 Manufacturer will provide all segments of the moulds, and other equipment required to produce Contract Tyres and the Buyer shall bear all costs related to the sidewall plates modifications required for the personalization of Contract Tyres.
3.2. In the event the Buyer shall make moulds, sidewalls or equipment freely available to Manufacturer for the purpose of Manufacturer Contract Tyres, Manufacturer shall be responsible to keep relating manufacturing equipment in good condition in the course of the production term.
3.3. At time of delivery of all loaned manufacturing equipment to the Manufacturer, a joint evaluation of condition will be made by the Manufacturer and the Buyer to confirm “good condition”. At that time, or at a later time mutually agreed, Buyer shall supply a detailed description of the loaned manufacturing equipment’s history (date of production, manufacturer, major maintenance interventions, etc.)
3.24. During the period the Manufacturer is safe keeping any manufacturing equipment being the property of the Buyer, the Manufacturer will be held responsible for all normal maintenance procedures relevant to production of Contract Tyres.
3.35 During the period the Manufacturer is safe keeping any manufacturing equipment being the property of the Buyer, if it becomes broken or damaged due to proven lack of diligence on the part of the Manufacturer, the Manufacturer shall be held responsible for the repair or replacement cost and any other reasonable cost resulting from this inconvenience, such as transportation of the mould or equipment, etc. In case the equipment happened to be damaged without any lack of diligence on the part of the Manufacturer, the Buyer shall be responsible for the repair or replacement cost and any other reasonable cost resulting from the inconvenience.
3.6 Manufacturer shall take sufficient insurance to cover all possible losses to the loaned manufacturing equipment belonging to the Buyer at new replacement value, which will be advised at time of delivery. For the purpose of taking appropriate insurance, the Buyer will supply to the Manufacturer a preliminary statement within one month from the effective date of this Agreement with an estimation of the value of all manufacturing equipment to be delivered to Manufacturer.
3.4. The Buyer reserves the right to make witness inspections of the manufacturing equipment being their property and for such purpose Buyer shall have access to the plant where equipment is present, at a time mutually agreeable to Buyer and Manufacturer.
3.58 Contract Tyres shall be produced accordingly to Manufacturer current production specification.(Appendix 6)
3.69. In the event any Contract Tyres have to be rated “DA” pursuant to Manufacturer’s quality standards (Appendix 7), the Buyer undertakes to accept up to 2% of the total number by single size and by total volume of Contract Tyres delivered to the Buyer in the respective calendar year, provided such DA Contract Tyres shall comply with all applicable safety requirements. Such DA Contract Tyres shall be invoiced at the contractual price minus 15% DA discount.
3.710 All the tread patterns are and remain Manufacturer’s property. Manufacturer reserves the right to use their own moulds for the production of other tyres with the same pattern but different trademark for sale and distribution.
3.811 _____________undertakes that all Contract Tyres delivered pursuant to this Agreement will comply with the standards or government regulations in Europe (“E” marking).
_____________shall provide the Buyer with _____________Tyre's homologation tests (UNECE Regulation 30 and Annex V of Directive 92/23/EEC, as last amended by Directive 2005/11/EC, relating to tyre/road noise emission or UNECE Regulation 117 relating to tire rolling sound emission, adhesion on wet surfaces and rolling resistance) result and type approval number in relation to that Contract Tyre. _____________will provide all contract tyres labelled accordingly with Regulation (EC) 1222/2009. The tread pattern for the Contract Tyre type and all contract tyres sizes are listed in Appendix 1.
3.9 Prior to the issue by the Buyer of the first purchase order for a particular type or size of Contract Tyre, _____________Tyre shall provide the Buyer’s Quality Manager with _____________Tyre's homologation tests.
3.10. The Buyer may, at his discretion, without prejudice or rejecting his rights under this Agreement, inspect or initiate an inspection of all Contract tires to be delivered under this Agreement, at any Manufacturer’s plant which produces the Contract tires, before or after packing and loading.
3.11 The Manufacturer shall provide the Buyer, after his request and at Buyer expenses, with samples of the Contract tires that may be reasonably requested to conduct effective inspection and tests. Transportation, inspection and testing of such Contract tires shall be carried out at Buyer’s expense.
4. Planning Cycle.
4.1 The indicative quantities of Contract Tyres to be purchased by Buyer during 2013 – 2015 are specified per size as well as in the aggregate (grand total) in Appendix 1, as parties may adapt from time to time.
4.2 By September 30 of each Year A-1 the Buyer shall provide _____________with an initial yearly supply plan detailing the number of Contract Tyres by size to be delivered between January 1st and December 31 of Year A. Such an initial yearly supply plan shall be prepared using Buyer best accuracy related efforts. It shall provide that for each size of Contract Tyres that is ordered, the quantity ordered per year shall be at least 1,200 (concept of economic order quantity by size). Except following prior approval by Marangoni, the initial yearly supply plan shall not differ by more than twenty percent (20%) up or down from the aggregate quantity (grand total) of Contract Tyres to be purchased by the Buyer during Year A that is specified in Appendix 1.
4.3 By October 31 of Year A-1 and in compliance with the initial yearly supply plan described in Clause 6.2 above, _____________shall send a monthly supply plan to the Buyer, detailing the monthly volumes of Contract Tyres by size to be manufactured between January 1st and December 31 of Year A. Said monthly supply plan shall be subject to Buyer’s approval, to be sent to _____________by November 30 of Year A-1, without writing confirmation within this time the monthly supply plan is considered accepted. Buyer shall be entitled to modify the monthly supply plan on a regular basis following Marangoni’s approval.
4.4 Buyer shall by 15th of every month (M) furnish _____________with a monthly order of Contract Tyres by size to be delivered in the following month (M+1). Said monthly order of Contract Tyres shall not differ in the aggregate by more than ten percent (10%) up or down from the aggregate quantity (grand total) of Contract Tyres that is specified in the approved monthly supply plan for month M+1. Said monthly order of Contract Tyres also shall not differ by size by more than twenty percent (20%) up or down from the quantity by size of Contract Tyres that is specified in the monthly supply plan for month M+1.
4.5 On the last day of month M+1, _____________shall provide Buyer with its monthly shipment status. The unshipped quantities by size versus the order for month M+1 shall be carried forward to the order for month M+2 through an order adjustment (change of delivery date). _____________shall make necessary adjustments in the monthly supply plan on regular basis.
4.6 Within the 15th of every month (N), Buyer may send an additional request for Contract Tyres to be delivered within the end of the second following month (N+2). Following evaluation by _____________of the possibility to produce the additional quantity requested partially or totally, _____________shall furnish Buyer with the revised monthly supply plan within the 30th of the month (N). According to the revised monthly supply plan, Buyer may place a monthly order including the additional request confirmed by _____________by 15th of the month (N+1).
4.7 The key data of the planning cycle under this Clause 4 are schematically described in Appendix 4. Should one or both of the parties consider that the planning cycle shall be amended for a next season, the parties shall make their best efforts to negotiate a new planning cycle for the future. Amendments to the planning cycle shall be reflected into a revised Appendix 4, signed by both parties. Anything in this Clause 4 that would be unchanged by a revised Appendix 4 shall continue to apply. In case of incompatibility between a revised Appendix 4 and this Clause 4, the revised Appendix 4 shall prevail.
5. Prices and Payment.
5.1 The prices payable for each size and type of Contract Tyre to be sold hereunder shall be that set out opposite each Contract Tyre in Appendix 2.
5.2 All prices are referred to the original contractual product mix: Each size to equal by volume the percentage weight on the total volume.
5.3 All prices are valid for one quarter at a time and are quoted in Euros on FCA Anagni plant basis (ICC Incoterms 2010) as agreed between _____________ and Buyer in the Appendixes.
5.4 As per formula set out in Appendix 3:
a) by March 31 of each year, _____________and Buyer shall determine the prices to apply to the Contract Tyres to be delivered as from the following April 1 to June 30;
b) by June 30 of each year, _____________and Buyer shall determine the prices to apply to the Contract Tyres to be delivered as from the following July 1 to September 30;
c) by September 30 of each year, _____________and Buyer shall determine the prices to apply to the Contract Tyres to be delivered as from the following October 1 to December 31;
d) by December 31 of each year, _____________and Buyer shall determine the prices to apply to the Contract Tyres to be delivered as from the following January 1 to March 31.
5.5 Invoices shall be issued by _____________to Buyer for each Contract Tyres delivery. Buyer shall procure that each invoice shall be paid in full and without deduction within ....... days from the end of the month in which the invoice was issued. Payment of invoices shall be made by wire transfer (or other means of payment agreed between _____________Tyre and Buyer) on the due date for payment to _____________Tyre’s bank account communicated to Buyer.
5.6 In guarantee of appropriate execution of required payment by the Buyer, the last undertakes to give irrevocable bank guarantee to the Manufacturer before beginning of shipments which has been let out by a first class European bank previously approved by the Manufacturer a minimum sum of 1,5 million € and with period of validity not less than 180 calendar days, coming into force in the day of its issue by Bank to the Manufacturer. In case of break of terms of payment by the Buyer, upon the bank guarantee the Manufacturer submits to the Bank a written demand about the payment indicating the number of the bank guarantee and the required amount which should be within of the amount of the bank guarantee. The copies of following documents should be enclosed to the written Manufacturer’s requirement:
1. Invoice with notation “Not paid”,
2. The declaration on the goods,
The other conditions may be stipulated in the text of the bank guarantee, taking into account the specificity of Bank and the conditions of the Contract, preliminary agreed with the Manufacturer and fixed in Supplement to the present Contract.
5.7 Interest shall be payable on all overdue invoices at the rate of one month Euribor (for deposits of a similar amount to the amount of the overdue payment). Interest shall accrue on a day to day basis from but not including the due date for payment until the payment is received.
6. Delivery.
6.1 Unless otherwise agreed between _____________and Buyer, the delivery term shall be FCA Anagni plant (Incoterms 2010).
6.2 The deliveries of all the Contract Tyres ordered shall be made between January 1st and December 31st at times agreed by the parties specified by Marangoni. The deliveries may be made in partial deliveries, provided that they represent a multiple of a truck as defined in Appendix 5.
6.3 They shall be made at any time or times between January 1st and December 31st as _____________shall find practical considering the approved monthly supply plan. _____________ shall, however, be obliged to minimize the size mix by truck and inform Buyer of each of the Contract Tyres deliveries one (1) week in advance after which notice. Buyer shall respecting the approved monthly supply plan (date, time and quantity) be obliged to perform its obligations to take the delivery in question.
6.4 Should the loading or the release of the consignment documents be delayed, the carrier shall be obliged to wait until the loading procedure has been fully completed. For avoidance of doubt, loading the trucks at Anagni plant and releasing the consignment documents is part of the obligations of _____________to deliver as per FCA Anagni plant (Incoterms 2010).
7. Risk and Title.
7.1 Risk of loss of or damage to any Contract Tyres sold hereunder shall pass to the Buyer according to the agreed delivery term FCA Anagni plant (Incoterms 2010).
7.2 Title to Contract Tyres sold hereunder shall pass to the Buyer upon full payment of the relevant invoice.
8. Warranty/Customer Claims.
8.1 _____________warrants that all Contract Tyres supplied by it under this Agreement shall conform to the agreed specifications and shall be free from any defects which arise from materials or workmanship (and not from the improper use of such Contract Tyres or any other cause outside control of Marangoni). Without prejudice to Clause 9 hereof, _____________shall reimburse such proportion of the price paid for any defective Contract Tyre, produced within 60 months from the date of notification of the defect to Buyer by its customer, having regard to the original tread depth of the relevant Contract Tyre and to the remaining tread depth of the relevant Contract Tyre (rounded up to the nearest half-millimetre).
_____________further warrants that all the Contract Tyres manufactured by it hereunder will not contain any manufacturing defects or side wall marking mistake, if due to acts or omissions of Marangoni, causing said Contract Tyres to fail to comply with the agreed and/or mandatory applicable safety standards or mandatory legal requirements.
In addition to meeting the customary implied warranties and any other warranties specified herein, all Contract Tyres, unless specifically provided herein to the contrary must:
a) meet all agreed written specifications;
b) be fit for ordinary purposes for which such Contract Tyres are manufactured; and
c) be traceable to development and manufacturing documentation in accordance with European Directives.
8.2 Buyer shall provide, in a timely manner following the end of each quarter (whereby the 1st quarter is August, September, October and the 2nd quarter is November, December, January and the 3rd quarter is February, March, April), a written report (in a form to be agreed between Buyer and _____________as soon as practicable following signature of this Agreement) detailing any claims received from its customers during the previous quarter and specifying the nature of the defect and the amount required to be paid by _____________ in respect thereof (calculated on the basis set out in Clause 8.1). Following receipt thereof, _____________shall be entitled for maximum three (3) months after receiving written report from Buyer either to require any defective Contract Tyre to be returned to it at Buyer’s cost for inspection or to require Buyer to hold the defective Contract Tyre pending issue by _____________of a credit note in respect thereof. If _____________does not require defective Contract Tyres to be returned within the specified three (3) month period, then _____________ shall be obliged to issue a credit note for the value of the warranty claim as described in Clause 8.1.
8.3 This Clause 8 shall survive termination of this Agreement.
9. Indemnity.
9.1 _____________shall indemnify and hold Buyer harmless from and against any and all proven liabilities, losses, damages, costs, claims and expenses suffered or incurred by Buyer arising as a result of European Union Directives and mandatory local laws applicable in the relevant European country (referring to the definition of “Europe” above) in question, or arising directly from any defective Contract Tyres as defined in Clause 8.1, or which are due to any product liability claim relating to or arising out of defective Contract Tyres supplied by _____________under this Agreement.
9.2 If Buyer shall become aware of a matter which may give rise to a claim under Clause 9.1 Buyer shall:
a) notify _____________immediately of the matter, stating in reasonable detail the nature of the matter and, if known, the amount claimed and shall from time to time provide to _____________copies of all correspondence, reports or other documents relating to the claim; and
b) if _____________so requires, take such action or proceedings as _____________may reasonably request to:
1) dispute, resist, appeal, compromise, defend, remedy or mitigate the claim;
2) enforce against any person the rights of Buyer in relation to the matter; and
c) not make any admission of liability or settle such claim without the prior written consent of Marangoni.
9.3 If measures (for example a recall) are ordered by public authorities or are found to be objectively necessary because of a lack of safety of Contract Tyres delivered by Marangoni, _____________shall refund all costs incurred for the measures (a.o. the cost of replacement tyres, removal and fitting costs, the administrative costs, the costs of external advisers, communication, translation etc. as well as the costs that may be due to vehicle manufacturers) to an extent proportionate with its causal contribution.
9.4 This Clause 9 shall survive termination of this Agreement.
10. Proprietary Rights.
10.1 The parties expressly acknowledge and agree that except as stated in Clause 10.3 nothing in this Agreement shall be deemed to affect the ownership of any patent, trademark, trade name, registered design, any other intellectual property right or know-how relating to the design, development, production or manufacture of Contract Tyres that belongs to either of the parties hereto.
10.2 The parties expressly acknowledge and agree that nothing in this Agreement shall be deemed to give either of them the right to use any of the above rights or know-how, which are owned by the other party, except that _____________may use any trademarks or brand names of Buyer, including licensed ones, solely for the manufacture of Contract Tyres for the term of this Agreement and in accordance with the terms and conditions of the same, but not otherwise.
10.3 If a party makes or acquires any inventions, discoveries, improvements or designs (“Inventions”) using information supplied by the other party, the party that makes or acquires inventions shall promptly inform the other party in writing and the parties shall discuss ownership of the Inventions before filing applications for patent or other intellectual property right.
11. Insurance.
_____________undertakes to maintain in full force and effect at all times during the term of this Agreement, at Marangoni’s own expense, a product liability insurance policy or policies. Such policy or policies shall be written by a responsible insurance company, and shall provide at least a minimum coverage in the amount of ten millions (10,000,000) Euros. At the request of Buyer, _____________shall provide Buyer with the current certificate of insurance for examination.
12. Force Majeure.
12.1 Neither party shall be liable for failure to meet the contractual obligations under this Agreement due to Force Majeure, including, without limitation, strikes, lockouts, labour disputes, acts of God, fire, floods, wars and government actions. This limitation of liability shall be valid only for the period of duration of Force Majeure.
12.2 The party involved in an event of Force Majeure shall take all reasonable measures and actions to limit or minimise the consequences of such an event.
12.3 The party who wishes to plead Force Majeure is obliged to inform the other party without delay of the event of Force Majeure, the moment in time it began and its assumed duration. The moment of cessation of the event shall also be reported to the other party. The party who has pleaded the event of Force Majeure is obliged, when requested and needed, to prove its effect on the contractual obligations under this Agreement.
12.4 If any delivery of Contract Tyres shall be delayed by more than sixty (60) days from the original delivery confirmed by the Manufacturer due to Force Majeure, Buyer shall at its sole discretion be entitled to cancel and reject the said delivery of Contract Tyres without any liability towards Marangoni.
13. Confidentiality.
13.1 All information supplied by one of the Parties (the “Disclosing Party”) to the other (the “Recipient”) or created by one party for the other, is proprietary information of the Disclosing Party which shall at all times remain the exclusive property of the Disclosing Party, and shall be maintained in strict confidence by the Recipient. The Recipient shall at all times use its best efforts to prevent disclosure of such information to any person or entity other than the Disclosing Party or its Affiliates.
13.2 The Recipient shall use such proprietary information only in connection with this Agreement and for no other purpose. With respect to its internal operations, the Recipient shall give access to any proprietary information only to its employees, agents and officers and the ones of its Affiliates who are likely by reason of their employment to be required to have access to the proprietary information in order to perform their regular duties and only to such extent as they have need of such proprietary information in order to perform their regular duties. The Recipient shall promptly return the same including all copies thereof of any nature whatsoever to the Disclosing Party immediately upon the Disclosing Party’s request or upon completion of this Agreement and all related agreements with the Disclosing Party.
13.3 Neither party shall communicate or otherwise supply to any third party, unless compelled by the law to do so, or retain for its own behalf any proprietary information of the other party without its prior written consent.
13.4 This Clause 13 shall survive termination of this Agreement.
14. Term.
14.1 The term of this Agreement shall commence on the date of signature hereof and continue in full force and effect until December 31, 2015. The term may be extended upon a written agreement which in such a case must be reached not later than by June 30, 2015.
14.2 Notwithstanding the above mentioned, this Agreement may be terminated with immediate effect:
a) by mutual written agreement of the parties setting forth the terms of the termination;
b) by either party upon a written notice to the other party, if the said other party shall materially breach this Agreement; provided, however, that in any case where such material breach shall be capable of being remedied, such material breach shall have continued for thirty (30) days after a notice of material breach has been given to the other party,
(c) by either party upon a written notice to the other party, if the said other party to this Agreement shall become insolvent or shall admit its inability to pay its debts as they mature,
d) by either party upon a written notice to the other party, if the said other party shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or be adjudicated as bankrupt, or if an involuntary petition in respect of either party’s bankruptcy shall be filed and not discharged within sixty (60) days thereafter, or in the event of dissolution of a party,
e) by either party in case the other party is prevented by a case of Force Majeure to meet its contractual obligations under this Agreement for more than ninety (90) days period,
f) by either party upon expiry of a written notice to the other party sent at least six months in advance without need of any justification. In such case the Agreement shall automatically terminate by the mere effect of the expiry of the six months written.
14.3 Notwithstanding possible termination taking place in accordance with Clause 14.2 _____________shall manufacture, sell and deliver all Contract Tyres which have been ordered during the validity period of this Agreement. In the event that _____________after the validity period of this Agreement still has Contract Tyres in its stores, Buyer may, at its sole discretion, decide whether or not to purchase the said tyres for the then prevailing and mutually agreed price. If Buyer shall not purchase the said tyres, _____________Tyre shall undertake to destroy all the said tyres at _____________Tyre’s cost. Notwithstanding the above, Buyer shall be obliged to purchase and pay all Contract Tyres which will have been ordered by Buyer during the term of this Agreement, provided that such Contract Tyres have been manufactured or have been scheduled to be manufactured within two (2) weeks from the effective date of the termination of this Agreement. The terms and conditions of this Agreement shall apply also to such Contract Tyres.
15. Indirect and Consequential Damages.
Neither party shall be liable to the other party for any indirect, incidental or consequential damages or the loss of anticipated profits arising from any breach of this Agreement by such party, even if such party is notified of the possibility of such damages.
16. Non-Assignment.
The rights of the parties under this Agreement are personal and non-assignable, and the parties shall not assign this Agreement or any interest therein without the express written consent of the other party. Any assignment in violation of the provision hereof shall be null and void.
Notwithstanding the above, for the avoidance of any doubt, _____________shall be always entitled to assign by factoring agreement, being with and/or without recourse, any and all its credits arising in connection with the present agreement, without Buyer previous consent.
17. Notices.
All notices in connection with this Agreement shall be in writing in the English language and may be given by personal delivery, certified or registered mail, return receipt requested, postage prepaid or facsimile addressed to the party and person required or entitled to receive same at the address set forth below, or to such other person or address as it shall designate by like notice to the other party. The effective date of any such notice shall be the date on which it is received by the addressee.
18. Modifications.
This Agreement and its Appendixes may be amended, modified or superseded only by a written instrument expressly referencing this Agreement and/or its Appendixes as being amended, modified or superseded. Any such writing must be executed by each of the parties.
19. No Waiver.
The failure of either party hereto at any time to require performance by the other party of any provisions of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by either party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
20. Headings.
The headings of the sections of this Agreement have been inserted for convenience of reference only and in no way restrict or modify any of the terms or provisions hereof.
21. Partial Invalidity.
If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.
22. Language, Applicable Law and Dispute Settlement.
22.1 This Agreement shall be governed by, and construed in accordance with the Laws of the Russian Federation.
22.2 All disputes arising out or in connection with this agreement with particular reference to, without limitation, its execution, performance, validity, default, termination and assessment of relevant damages, shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce of Paris. The place of arbitration shall be Paris, France. The language of the arbitration shall be English. The arbitration panel shall decide in accordance with the rules of the laws of the Russian Federation.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorised representatives as of the day and year first written above.
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