Article 64 Exclusive claim and dispute resolution procedures—All claims and disputes of all types are to be determined by these provisions

Claims by either Party

64.1 All claims, differences or disputes (“Disputes”) arising out of or in connection with the Contract and which have not been resolved by a good faith attempt by the Parties to resolve such amicably, shall be resolved solely by the procedures set out in this Contract.

64.2 Unless otherwise agreed in the Special Conditions, the Parties hereby agree to establish a Combined Dispute Board (“CDB”) at the time of entering into the Contract, in accordance with the ICC Dispute Board Rules in force at the Contract Date (the “Rules”), which are incorporated herein by reference. The CDB is therefore empowered and expected to decide all Disputes, including any question or issue regarding its existence, jurisdiction, validity or termination. Terms used in this Article 64 shall have the meanings given to them in the Rules. The CDB shall have one or three member(s) appointed in this Contract or appointed pursuant to the Rules. Where the Parties have not otherwise agreed, there shall be a CDB of three members. Unless the Contract has been affected by Force Majeure, otherwise suspended or terminated, the Parties shall continue to perform their obligations according to the Contract during the submission of a Dispute to the CDB.

64.3 All Disputes shall be submitted, in the first instance, to the CDB in accordance with the Rules. For any given Dispute, the CDB shall issue a recommendation unless this Contract requires a decision or the Parties agree that it shall render a decision or it decides to do so upon the request of a Party and in accordance with the Rules.

64.4 If any Party fails to comply with a recommendation or a decision when required to do so pursuant to the Rules, the other Party may refer the failure itself, without having to refer it to the CDB first, to arbitration under the ICC Rules of Arbitration by one or more arbitrators appointed in accordance with the said Rules of Arbitration for summary or other expedited relief, as may be appropriate. A Party that has failed to comply with a recommendation or a decision, when required to do so pursuant to the Rules, shall not raise any issue as to the merits of the recommendation or the decision as a defence to its failure to comply without delay with the recommendation or the decision in such arbitration proceedings for summary or other expedited relief.

64.5 If any Party sends a Notice to the other Party and the CDB, expressing its dissatisfaction with a recommendation or a decision as provided for in the Rules, or if the CDB does not issue the recommendation or decision within the time limit provided for in the Rules, or if the CDB has not been established or is disbanded pursuant to the Rules, the dispute shall be finally settled under the ICC Rules of Arbitration by one or more arbitrators appointed in accordance with the said Rules of Arbitration.

64.6 Until the dispute is finally settled by arbitration or by agreement of the Parties, they shall remain bound by any decision of the CDB, whether or not dissatisfaction has been expressed, unless the Parties themselves agree otherwise. All sums of money agreed or ordered to be paid by the CDB shall be paid immediately and not held back pending resolution of the Dispute or for any other reason.

64.7 Each Party hereby indemnifies the other Party for any and all Costs or losses caused by breach of Articles 64.1 through 64.6.

64.8 The language of the CDB proceeding and the arbitral proceeding shall be the ruling language of the Contract unless otherwise provided for.

64.9 The seat of the CDB shall be the place where the Site is located, the seat of the arbitration shall be the place as set out in the Special Conditions.

Article 65 Supplemental provisions relating to arbitration

65.1 The arbitral tribunal can open up review or revise any decision of the CDB which has become final and binding in accordance with the Rules. In addition, the arbitral tribunal may, if considered

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appropriate by the arbitral tribunal and permitted under applicable law, as provided hereafter, make interim awards for the purpose of enforcement of the CDB Decision.

65.2 Any Notice of dissatisfaction shall be specific as to what part of a decision or recommendation it refers to and disputes (if there are identifiable elements to the decision) and what parts of any decision or recommendation are not disputed. Once the time period for serving Notices of dissatisfaction has passed, neither Party may subsequently argue that a decision or part of a decision is not binding, if neither Party served a Notice of dissatisfaction in respect of the decision or any part of it.

Res judicata, sequential arbitrations and the contractual effects of the CDB

65.3 The dispositive provisions of earlier decisions (if any) of a CDB constituted under this Contract shall be binding on a later CDB and arbitral tribunals if and to the extent that they have become final and binding.

65.4 Neither Party shall be limited in arbitration to views, evidence or arguments put to the CDB or to the reasons for dissatisfaction given in its Notice of dissatisfaction with a CDB decision, if there was such a Notice. Any determination of a CDB on a technical (rather than a legal) issue shall be admissible in evidence in the arbitration.

65.5 If an arbitral tribunal has been appointed and the arbitral tribunal has not declared the proceedings closed, subject to the rules governing the conduct of the arbitral tribunal, any further disputes in respect of which a CDB decision has not been rendered in time or has not become final and binding, as the case may be, may be referred to the arbitral tribunal.

65.6 Following Taking-Over of the Works, the Parties may, entirely in their own discretion, refer Disputes directly to arbitration under the ICC Rules of Arbitration by one or more arbitrators appointed in accordance with the said Rules of Arbitration.

END OF GENERAL CONDITIONS OF CONTRACT