领域：垂类场景 · 法律

Governing Law and Dispute Resolution
1. The formation of this Contract, its validity, interpretation, execution and settlement of disputes in connection herewith shall be governed by the laws of the People's Republic of China ("PRC"), but in the event that there is no published and publicly available law in the PRC governing a particular matter relating to this Contract, reference shall be made to general international commercial practices.
2. If, after the signing of this Agreement, the Chinese government either atthe State, provincial, municipal or local level adopts any new law, regulation,decree or rule, amends or repeals any provision of any law, regulation,decree or rule, or adopts any different interpretation or method of implementation of any law, regulation, decree or rule, which contravenes this Agreement or which materially and adversely affects a party's economic benefit under this Agreement, then upon written notice thereof from the affected party to the other Party, the Parties shall promptly consult and decide whether (i) to continue to implement this Agreement in accordance with the original provisions thereof as per the relevant provisions of the Contract Law of the People's Republic of China;or (ii) to effectuate
necessary adjustments in order to preserve each Party's economic benefit under this Agreement on a basis no less favorable than the economic benefit it would have received if such law, regulation, decree or rule had not been adopted, amended, repealed or so interpreted or implemented.3. Any controversy or claim arising out of, or relating to, this Agreemen shall be settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three(3)arbitrators appointed in accordance with said Rules. The place of Arbitration shall be Hong Kong The language of Arbitration shall be English.In no event shall any arbitration award provide a remedy beyond those permitted under these Terms and Conditions, and any award providing a remedy beyond those permitted under this Agreement shall not be confirmed, no presumption of validity shall attach, and such award shall be vacated..4. Any dispute arising from, out of, or in connection with, this Agreement shall be settled by the Parties through friendly consultation. Such consultation shall begin immediately after one Party has delivered to the other party a written request for such consultation. If the dispute cannot be settled through consultation within thirty (30) days after such notice is given.the Parties shall submit the dispute to China International Trade Arbitration Committee, Shanghai Branch("Arbitration Institute") to be arbitrated according to its rules and regulations.
There shall be three (3) arbitrators. Party A and Party B shall appoint one (1)arbitrator each. The two arbitrators shall be selected within thirty (30) days after giving or receiving of the request for arbitration. The chairman of the Arbitration Institute shall select the third arbitrator. If a Party fails to appoint an arbitrator within thirty (30) days after the other Party has appointed an arbitrator, the chairman of the Arbitration Institute shall make the appoint-ment.
The arbitration proceedings shall be conducted in Chinese language. The arbitration tribunal shall apply the arbitration rules of the Arbitration Institute in effect on the date of the signing of this Agreement. However, if such rules are in conflict with the provisions of the previous paragraph of this Article, including the provisions for appointing arbitrators, the provisions of this Article shall prevail.The arbitration award shall be final and binding on both parties. No party shall appeal in connection with the matters in relation to the arbitration award.
Each Party may request any court having jurisdiction to make a judgment for enforcing the arbitration award, or apply with such court for judicial recognition of the award or any order of enforcement thereof.During the process of arbitration, the Parties shall continue to implement this Agreement without interruption, except for the matters in dispute.

1. This Agreement shall be governed by and construed in accordance with the laws of New York (USA),without regard to the conflict of laws provisions thereof, The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement..
2. The Parties will make every effort to settle amicably any dispute or claim arising in connection with the Contract. Should the Parties fail to resolve any such dispute within sixty (60) days after one Party gives a written notice of a dispute to the other, any and all such disputes shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with said Rules.Any arbitration decision rendered in conformity with this Article shall befinal and binding upon the Parties. Arbitration shall take place in Geneva,Switzerland. The proceedings shall be conducted in English. All arbitration fees shall be borne by the losing party or, where appropriate, in conformity with the stipulations of the award. All other fees including legal fees shall be borne by the respective parties or, where appropriate, in conformity with the stipulations of the award..
3. Should any dispute arise from the execution or implementation of this Contract or otherwise relating thereto, both Parties shall resolve the dispute through friendly negotiations. If the dispute cannot be resolved by negotiations within thirty (30) days after one Party has issued notice to the other Party requesting the commencement of such negotiations, then either Party may submit it to the Singapore International Arbitration Center (the"Arbitration Institute") for arbitration in accordance with the UNCITRAL rules of arbitration then in effect and the following provisions:a)The arbitration shall be conducted in the English language and three (3)arbitrators (one appointed by each Party and the third appointed by the Arbitration Institute) may refer to both the English and Chinese text of the Contract;
b) The arbitration award shall be final and binding on the Parties and shall be enforced in accordance with its terms; and
c)The costs of arbitration shall be borne by the Party as designated in the arbitration award.
Insurance
1. The JVC shall purchase appropriate comprehensive insurance to cover various kinds of risks as would be usual for a joint venture enterprise engaged in the same type of industry and in manufacturing products similar to the Products including, without limitation, product liability covering the manufacture and supply of the Products and such insurance shall be underwritten by an insurance company registered in the PRC. The typesvalue and duration of insurance shall be decided by the Board of Directors after discussion with the insurance companies and Party B.
The premises, plant, machinery and equipment, raw materials, components and the Products shall be insured by JVC for adequate replacement value against fire, storm, tempest, accident, flood, theft and other risks which may destroy or diminish the value of the Products or which may render the Products unfit for consumption..
2. Insurance shall, to the extent it is available on premium and terms comparable to those abroad and as required by applicable Chinese law, be obtained in China and such policies will be denominated in Renminbi or foreign currency or both, as appropriate.
The Company shall, at its own cost and expense, at all times during operation of the factory and other facilities and during any construction work take out and maintain full and adequate property insurance covering the buildings, contents, and other first party risks of the Company as are customarily insured against in China.
The Company shall maintain product liability insurance, third party liability insurance and other relevant insurance coverage in order to protect the Company, its employees, agents and other appropriate parties from claims.3. During the term of this Agreement, Party A shall undertake, renew and maintain for its benefit and interest, and at its own cost and expense, the following primary insurance policies:.a) General Public Liability Policy with Party B being named as a co-insured covering all loss, damage or liability incurred or arising from the operation of the Services including, without limitation, for bodily injury, death or property damage, for an amount not less than RMB25,000,000 per accident or occurrence ;
b) Employer's Liability Policy with Party B being named as a co-insured in conformity with local laws and regulations and accepted practice in the PRC;
c)Property Damage Policy covering its premises against all risks of direct physical loss or damage from any cause, or if such a policy is not available against the risks of fire and associated risks such as explosion, electrical damage, water damage, riots, strikes, civil commotion, terrorism.windstorms, hurricanes, cyclones, floods, burglary, theft and other similar risks:
d) Property Damage Policy with Party B being named as the sole beneficiary covering loss or damage to the materials, Products, Bulk Products, Equipment and other property of Party B as a result of natural disaster or negligence or omission by Party A; and e) Any other insurance policy or policies against such other insurable risks as shall be normal and customary in the PRC for operations similar to that of Party A, in each case with Party B named in the policy or a certificate of insurance as loss payee, additional insured, or in such manner as Party B's insurance company and Party A's insurance company may agree.
Party A shall inform Party B of any change to its insurance policies listedabove which would result in a reduced insurance coverage.


翻译考点：
考点1：“no published and publicly available law”必须译为“未正式颁布并公开发布的法律”，应保留“published”和“publicly available”的双重限制。
考点2：“reference shall be made to general international commercial practices”必须译为“参照国际商业惯例”，为固定法律表达，应避免直译“应参照一般国际商业惯例”。
考点3：“property insurance covering...first party risks”应理解为“财产保险，涵盖第一方风险”，注意“first party”法律术语含义，不等于“首要方”。
考点4：“loss payee”推荐译为“损失赔偿受偿人”，准确表达保险金的最终领取人。
考点5：“contents”在财产保险语境中应译为“室内财产”，涵盖家具、设备、存货等动产，避免限缩为“内装物”。
考点6：“undertake（insurance policies）”在保险条款中推荐译为“购买”、“投保”或“办理”，避免使用不自然的“承担保险保单”。
考点7：“amends or repeals any provision of any law, regulation, decree or rule”推荐译为“修订或废止任何法律、法规、法令或规章的任何条款”，避免仅译为“法律条款”而缩小范围。
考点8：“economic benefit”在同一条款内应统一译法，避免混用“经济利益”和“经济收益”造成语义偏差。