11.2.1合同条款
1。本合同的订立、生效、解释、履行及与本合同有关的争议解决，均受中华人民共和国（“中国”）法律管辖。 1. The conclusion, effectiveness, interpretation and performance of this contract and the settlement of disputes in connection with this contract shall be governed by the laws of the People’s Republic of China (“China”).
2。本合同签署后，如果中国的有关法律法规发生变化，且该变化较之本合同签署之日有效的有关法律法规对合营公司和双方更为有利，则合营公司和双方应立即申请获得该变化带来的利益。 2. After the execution of this contract, if any change takes place in the relevant laws and regulations of PRC which is more favorable to the JV Company and the Parties than such laws or regulations in effect on the date of execution of this contract, the JV Company and the parties shall promptly apply to receive the benefits brought about by such change.
3。因本合同产生的或履行本合同引起的任何争议，各方应通过友好协商解决。任何一方不愿意协商解决，或在协商开始后的90日内不能解决的，应将争议提交中国国际经济贸易仲裁委员会，根据该会的仲裁程序和规则在北京进行仲裁。各方同意共同委托仲裁委员会主席指定的一名仲裁员作为独任仲裁员，成立仲裁庭，单独审理案件。 3. Any dispute arising out of this contract or from its performance shall be resolved through consultation between the parties. If any Party is unwilling to resolve a dispute through consultation, or if the dispute cannot be resolved within ninety (90) days of the commencement of consultation, the dispute shall be submitted to the China International Economic and Trade Arbitration Committee to be arbitrated in Beijing in accordance with its arbitration procedures and rules. The parties agree to jointly appoint one (1) arbitrator designated by the chairman of the arbitration committee as the sole arbitrator in the arbitral tribunal to try the case alone.
4。双方因本合同引起的或与本合同有关的一切争议（包括但不限于有关本合同的效力、解释和履行的争议、分歧或权利主张），应首先通过友好协商予以解决。如果一方将争议事项书面通知另一方后2个月内，争议不能通过协商解决，则任何一方均可将争议提交中国国际经济贸易仲裁委员会（以下简称仲裁委员会），按其仲裁规则由三名仲裁员进行仲裁。仲裁员应从仲裁委员会的仲裁员名册中选定，每一方各选一名仲裁员，第三名仲裁员由仲裁委员会主席指定，并由其担任首席仲裁员。 4. All disputes between the Parties that arise from this Contract or are related to this Contract (including but not limited to dispute, controversies or claims with respect to its effectiveness, interpretation and performance) shall first be resolved through friendly consultation. If a dispute cannot be resolved through friendly consultation within two (2) months after a Party has notified in writing the other party of the issue in dispute, then any party may at any time submit the dispute to the China International Economic and Trade Arbitration Committee (the “Arbitration Committee”) to be arbitrated in accordance with its arbitration rules by three (3) arbitrators, who shall be selected from the panel of the Arbitration Committee. Each party shall select one (1) arbitrator, and the chairman of the Arbitration Committee shall select the third arbitrator to be the chief arbitrator. All disputes arising out of or in connection with the contract (including without limited the disputes, discrepancy or claims of the validity, interpretation, and implementation of the contract) shall be settled at first through friendly consultation between the parties. If such disputes can not be settled within two (2) months after a party has deliver written notice about the dispute to the other party, any of the party may submit such dispute to the China International Economic and Trade Arbitration Commission (hereinafter referred to as “Arbitration Commission”) to be arbitrated by three arbitrators in accordance with arbitration rules. The arbitrators shall be selected among the arbitrator lists of the commission, each party selects one arbitrator. The third arbitrator shall be appointed by the chairman of arbitration commission, and shall be the chief arbitrator.
5。仲裁地点为中国上海，仲裁以中文进行。如一方在仲裁庭开庭过程中需要译员或要求将仲裁文书译成英文，可请求仲裁委员会秘书处给予必要的协助，但应自行承担所发生的费用。 5. The place of arbitration shall be Shanghai, China, and the arbitration shall be conducted in Chinese. If a party requires and interpreter in the course of the arbitration proceedings or an English translation of the arbitration instruments, in may request the secretariat of the Arbitration Committee to provide the necessary assistance, provided that it shall undertake to bear the costs incurred. The arbitration shall be conducted in Shanghai, China in Chinese. When a party needs interpreter or the arbitration documents to be translated into English during the period of arbitration, it shall, at its own expense, ask the secretariat of arbitration commission to offer necessary assistant.
6。仲裁裁决是终局的，对双方均有约束力。除非仲裁裁决另有规定，仲裁费用由败诉一方承担。 6. The arbitration award shall be final and binding upon the parties. Unless otherwise specified in the arbitration award, the arbitration fees shall be born by the losing party.
7。在解决争议过程中，双方除有争议的事项外，须继续全面履行本合同。 7. During the period when a dispute is being resolved, the Parties shall continue to perform this contract in all respects other than the issue in dispute.
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