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1楼 queeniejing
等级:小学生
发帖数:11
回帖数:18
|  发帖时间 - 2005/12/29 13:06:47
| APPLICABLE LAW AND SETTLEMENT OF DISPUTES
This Contract, including this Article 31, shall be governed, construed, interpreted, enforced and the relations between the Parties determined in accordance with the laws of the State of California, U.S.A. without regard to its choice of law rules.
29.1 Any dispute, controversy or claim arising out of, in relation to or in connection with this Contract or the operations/activities carried out under this Contract, including without limitation any dispute as to the existence, construction, validity, interpretation, enforceability or breach of this Contract (hereafter "Dispute") shall be exclusively and finally settled as set forth hereafter.
29.2 Failing settlement of the Dispute by direct negotiations, either Party may initiate mediation proceedings by written notice to the other Party. Should mediation fail to resolve the matter within thirty (30) days of said notice, then either Party may initiate binding arbitration by giving notice to the other Party.
29.3 The arbitration will be administered by the American Arbitration Association (hereinafter “AAA”) using the rules of the United Nations Commission on International Trade Law (hereinafter "UNCITRAL rules"). The AAA is hereby designated as the appointing authority. The place of arbitration shall be San Francisco, California (unless otherwise agreed by the Parties) and the language to be used in the arbitral proceedings shall be English. All arbitration fees and costs shall be borne equally, notwithstanding which Party may prevail. Each Party shall bear its own "other" costs, i.e., fees and costs of its own lawyers and witnesses irrespective of which Party prevails.
29.4 If the claim under the Dispute is Five Million or less U.S. Dollars or other currency equivalent, then the arbitration shall be conducted by a sole arbitrator. If the claim under the Dispute is over Five Million U.S. Dollars or other currency equivalent, then the arbitration shall be conducted by three arbitrators. Procedure for selection of the specified number of arbitrators shall be in accordance with pertinent articles of the UNCITRAL rules. For purposes of this Article, the Parties agree that the time limit of sixty (60) days in paragraph 2 of Article 6 of the UNCITRAL rules is hereby changed to thirty (30) days.
29.5 The arbitrator(s) shall be fluent in the English language and shall at all times remain wholly independent, fair and impartial regarding the Dispute and the Parties. The presiding arbitrator shall be a lawyer experienced in international commercial petroleum related disputes.
29.6 The Parties agree that all documents considered relevant by the submitting Party shall be submitted with the respective statement of claim/defense, and any counterclaim/reply. Neither Party may compel the other to produce additional documents. However, the arbitrator(s) shall have discretion, on the arbitrator’s own motion or at the request of a Party, to request the submission of additional documents for the arbitral tribunal. The Parties agree to limit the number of witnesses each may call to give evidence on its behalf to five (5) witnesses of fact and two (2) expert witnesses.
29.7 The Parties agree that the Dispute should be resolved as speedily as possible. Therefore, any time limits specified in the Arbitration Rules shall be strictly complied with and the award should be issued by the arbitrator(s) within three (3) months of the commencement of the proceedings, or as soon thereafter as possible.
29.8 The arbitrator shall give a reasoned award in writing and any award shall be final and binding. The Parties expressly agree to exclude any right of appeal or (except for enforcement or confirmation) reference to any court. Unless the Parties to this Contract agree in writing otherwise, the Parties hereby agree to forego any claim for, and the arbitrator(s) shall have no power to award, damages for consequential loss or punitive damages. The award may be enforced by judgment or otherwise in any court having jurisdiction over the award or over the person or the assets of the owing Party. Applications may be made to such court for judicial recognition of the award and/or an order of enforcement, as the case may be.
29.9 The Parties agree that the terms of this arbitration agreement are enforceable under the United States Arbitration Act. The Parties further agree that any disputes relating to or in connection with the enforceability of this arbitration agreement shall be brought only in a United States Federal Court in San Francisco, California for that purpose.
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2楼 queeniejing
等级:小学生
发帖数:11
回帖数:18
| 发帖时间 - 2005/12/29 13:07:37
| 30. PUBLIC ANNOUNCEMENT
CONTRACTOR shall consult with ACT-OG with regard to all press releases and other announcements concerning this Contract or the transactions contemplated hereby and, except as may be required by applicable laws or the applicable rules and regulations of any governmental agency or stock exchange, CONTRACTOR shall not issue any such press release or other announcements without the prior written consent of ACT-OG, such consent not to be unreasonably withheld.
32 WEATHER
32.1 General. CONTRACTOR shall familiarize itself with the weather conditions that can be expected to occur in all areas where the Work is to be performed. CONTRACTOR shall include the cost of any such downtime or interruptions in the Work caused by such weather in the compensation and CONTRACTOR shall not receive any additional reimbursement from ACT-OC for any cost attributable thereto, nor shall CONTRACTOR be granted any extension of time by ACT-OG for any such downtime or interruptions experienced during the performance of the Work, except a provided below under Section 32.2 for certain Work offshore PRC during the installation phase of the Work. For the avoidance of doubt, no weather compensation shall be paid and the schedule shall not be adjusted for weather impacts that may occur during mobilization, demobilization or during any mechanical downtime offshore. In addition, no weather compensation in the form of standby rates (“Weather Standby”) shall be paid and the schedule shall not be adjusted if weather impacts occur subsequent to the agreed date of the Notice of Mechanical Completion.
32.2 Offshore PRC. For any Work performed offshore PRC, the following provisions shall apply.
32.2.1 Named Tropical Storms and Typhoons. The offshore installation site is subject to tropical meteorological phenomena known as severe tropical storms and typhoons. A “Severe Tropical Storm” or “Typhoon” for purposes of this Article 32.2.1 means a named severe tropical storm and wind speed between 48 and 65 knots or a named typhoon and wind speed above 65 knots. In the event of conflicting observations, the reports of the Hong Kong Royal Observatory shall be used to determine if a storm is considered a Severe Tropical Storm or Typhoon a defined herein.
32.2.2 Emergency procedures for use in case of a Severe Tropical Storm or a Typhoon shall be prepared by CONTRACTOR incorporating such terms of ACT-OG’s existing emergency procedures as shall be necessary to insure efficient coordination between ACT-OG and CONTRACTOR. CONTRACTOR’s emergency procedures shall be reviewed by ACT-OG.
32.2.3 Notification and Communications. CONTRACTOR’S spread superintendent shall immediately notify the ACT-OG Representative in writing of the superintendent’s plans regarding commencement of Weather Standby when CONTRACTOR first anticipates Weather Standby may occur. The superintendent shall confirm the time and content of any such notification and subsequent written agreement by ACT-OG Representative by an explicit written entry in the spread’s daily progress report. If the ACT-OG Representative disagrees with CONTRACTOR’s Weather Standby plans and so notifies CONTRACTOR’s representative, CONTRACTOR shall promptly submit a written report of the relevant circumstances with details describing the weather and sea conditions and CONTRACTOR’s reasons for its actions.
CONTRACTOR shall at all times maintain communications with ACT-OG’s Shekou office whereby CONTRACTOR’s construction barge(s) can send and receive telephone calls from ACT-OG’s Shekou office. CONTRACTOR’s construction barge(s) shall also routinely receive and review weather telexes and/or faxes.
During such storms, the decision to discontinue the Work and depart from or return to the installation Work Site shall be made by CONTRACTOR’s Spread Superintendent. Such decisions shall be discussed in advance with ACT-OG’s Site Representative and, if requested, with ACT-OG’s Project manager or designee at its Shekou office. These decisions shall be based on such facts as are appropriate to the site activities and conditions. In the case of conflict between the Parties as to the determination of the course of conduct, which affords the greatest safety, CONTRACTOR’s opinion shall at all times control and any decision taken for this reason shall be deemed to be CONTRACTOR’s sole decision.
32.2.4 Subject to the specific guidelines set forth below, Weather Standby during marine operations at any Work Site shall commence when CONTRACTOR or any Subcontractor is ready to conduct the Work, but is prevented from doing so due solely to adverse weather conditions, or due to a delay in the arrival at the Work Site solely and directly attributable to weather conditions of any shipment of materials, equipment, installation equipment, systems or spare parts. Weather Standby shall cease as soon as the CONTRACTOR’s Spread Superintendent reasonably determines that the prevailing weather and sea conditions allow the resumption of operations, subject to confirmation by ACT-OG’s Site Representative. During the installation of the Facility, the following specific guidelines shall apply.
Weather Standby during Facilities Installation: For equipment and manpower related to installation and hook-up of the Facility, the Weather Standby period shall commence when the barge gangway is removed from the jacket, or the cargo barge with the structural component aboard is withdrawn from proximity of the lift radius of the installation barge, or the barge commences recovering of anchors, whichever shall be applicable and first occurring. The Weather Standby period shall end when he barge is anchored in position and the gangway is set on the jacket or the cargo barge is in position within reach of the hook of the installation barge, as applicable.
32.2.5 ACT-OG shall compensate CONTRACTOR for Weather Standby due to a Severe Tropical Storm or typhoon following notifications issued under approved emergency procedures at the standby rates in Exhibit C attached hereto.
32.2.6 The milestone dates identified in Exhibit D attached hereto will be extended by the actual impact on critical path Work resulting from weather delays due to a Severe Tropical Storm or Typhoon following notifications issued under approved emergency procedures.
33. PROTECTION OF ELECTRONIC DATA
CONTRACTOR shall ensure that all computer systems, disks, software and data files utilized for or created in connection with this Contract by or on behalf of CONTRACTOR are checked for and verified free of computer viruses using an approved virus-checker before use and on every occasion prior to loading any data or software programs on to any computer system which is linked to any ACT-OG-operated system or which may in any way transfer data to any ACT-OG-operated system.
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3楼 queeniejing
等级:小学生
发帖数:11
回帖数:18
| 发帖时间 - 2005/12/29 13:08:14
| 34. THIRD PARTY BENEFICIARY
Unless otherwise expressly stated herein (for example Indemnitees’ indemnification and insurance rights), nothing in this Contract shall create rights for any party other than a Party to this Contract and no other party is intended to be a third party beneficiary of this Contract.
35. HEADINGS 标题
Headings of Articles and other parts of this Contract are for quick reference only and are not to be construed as part of this Contract.
36. WAIVER 自动放弃
The waiver or failure to require performance of any covenant or obligation contained herein shall not be deemed to constitute a waiver of a similar later breach.
37. ENTIRE AGREEMENT AND AMENDMENTS 完整的协议和修改
This Contract and all attachments, specifications or exhibits attached hereto constitute the entire agreement between the Parties and supersedes all previous oral and written communications including, specifically and without limitation, the provisions of any bid, quote, proposal, or request therefor unless and only to the extent any such provision is expressly contained herein. No amendment to this Contract shall be effective unless it is in writing and signed by both Parties
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4楼 shanzhiguo
等级:初中生
发帖数:40
回帖数:62
| 发帖时间 - 2005/12/29 16:46:37
| 这也是"一部分"啊,翻译可以要给钱的.
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5楼 会打洞的小猪
等级:硕士生
发帖数:54
回帖数:639
| 发帖时间 - 2005/12/29 16:51:21
| 呵呵，这不只一部分的吧？？试着自己先翻译点，不太明白的可以拿出来和大家讨论。。。我是为你好呢，这样估计没人翻译的。。。
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6楼 queeniejing
等级:小学生
发帖数:11
回帖数:18
| 发帖时间 - 2005/12/30 10:38:09
| 包括第31条，该合同应该由买卖双方按照符合美国加利福尼亚州的法律来管理，分析，解释和执行。
由此合同引起的、与此合同相关的或执行该合同的任何争议，争论和索赔，包括关于存在、解释、有效性、翻译、执行该合同或违背合同的 任何争议（从此以后“争议）应该按照今后提出的专有的去解决。
直接协商无法解决的争议，任何一方应以书面的形式通知对方进行调解。调解无法解决，在30天内口头通知对方，然后以书面形式通知对方进行对双方有法律约束的仲裁。
仲裁应由美国仲裁协会（以下称为AAA）按照联合国委员会国际贸易法（以下称为UNCITRAL 准则）的准则执行。AAA被***为执行机构。仲裁地为加利福尼亚的旧金山（除非买卖双方重新约定），仲裁会议中所使用的语言为英语。无论双方谁获胜，所有的仲裁费用由双方平均承担。不管双方谁获胜，各方应承担各自的其他费用，例如，各自的律师费和证据的费用。
如果争议下的索赔额在500万美金以下或相关货币兑换等同于这个金额，仲裁应由一个***的仲裁人执行。如果争议下的索赔额在高于500万美金或相关货币兑换等同于这个金额，则该仲裁由三个仲裁人执行。这几个特定的仲裁人的选择程序必须符合UNCITRAL准则中规定。
仲裁人应具备流利的英语并在任何时候对争议和合同双方都保持完全的中立、公正、公平。主持仲裁的仲裁人应在处理与石油有关的国际商务争议中有经验。
合同双方同意，一方提交相关的所有文档应为各自的上诉/辩护词和反诉/答复。任何一方不能强迫另一方出示其他的文档。然而，仲裁人可以自己提议或应合同一方的要求，按自己的判断力要求其为仲裁法庭提交其他的文档。合同双方同意，限制各自的证据数量应为代表各自利益的5个实际证据和2个内行的证据。
双方同意争议应该尽快解决。因此，应该严格的遵照仲裁条例中规定的时间限制，仲裁人应该在仲裁进行后的三个月内尽快进行裁决。
仲裁人应通过书面的形式给予合理的裁决，且任何裁决都是终局的，对双方都有约束。合同双方明确同意拒绝接受任何向法院上诉或证明的权利（除了强制执行和证实）。除非买卖双方同意，并通过书面的方式陈述双方同意在这之前的任何索赔，仲裁人没有权利去裁予因为不同意裁决而产生的损失或刑罚的赔偿金。任何法院都有权限高于判决，高于当事人，高于未付方的资产，按照判决强制执行。申请人因情形的需要，可以要法院去公正该判决或强制执行该命令
合同双方同意，在美国仲裁法案下的仲裁协议条款是强制性的。同时，也进一步同意任何与该仲裁协议强制执行的相关或相联系的争议应在位于加利福尼亚州旧金山的美国联邦法院提出诉讼。
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7楼 queeniejing
等级:小学生
发帖数:11
回帖数:18
| 发帖时间 - 2005/12/30 10:39:06
| 我自己翻译了一部分，请帮忙指正。谢谢
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8楼 hasen
等级:高中生
发帖数:14
回帖数:281
| 发帖时间 - 2005/12/31 12:12:45
| 这位兄台可真会开玩笑,这也叫一点点啊!不过我建议你可以去找找相关在线翻译网站.
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9楼 pinkberry
等级:小学生
发帖数:2
回帖数:27
| 发帖时间 - 2005/12/31 13:32:44
| 恐怖，这里是来业余的，你这样还要不要别人上班啊
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外贸英语 -> 好心人！帮忙翻译合同的一部分!谢谢
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