PURCHASE AND SUPPLY AGREEMENT - YAZAKI Europe

20. ARBITRATION
This agreement shall be performed by the BUYER and the SELLER with sincerity.
Any questions arising in connection with this agreement, which are not resolved by
the clauses of this agreement shall be promptly resolved through good faith
discussion between both parties.
Any claims, differences or disputes arising out of or in connection with this
Agreement (Dispute), including any questions regarding its existence, validity,
termination or its performance, or in connection with arrangements regarding the
performance of this Agreement shall be settled by an amicable effort on the part of
the Parties affected. An attempt to arrive at a settlement shall be deemed to have
failed as soon as one of the Parties so notifies the other Party in writing.
If an attempt at settlement has failed, the Dispute shall be finally settled under the
Rules of Conciliation and Arbitration of the International Chamber of Commerce in
Paris (Rules) by three (3) arbitrators appointed in accordance with the Rules. (If
there are two (2) or more defendants, any nomination of an arbitrator by or on
behalf of such defendants must be by joint agreement between them. If such
defendants fail, within the time-limit specified by the Rules, to agree on such joint
nomination, the proceedings against each of them must be separated.)
The seat of arbitration shall be ........ The procedural law of ...... shall apply where
the Rules are silent.
The language to be used in the arbitration proceedings shall be English.
21. VIENNA TREATY
The UN convention on Contracts for the International Sale of Goods (Vienna Treaty)
will not be applicable to the present agreement and its mutually agreed additional
terms and conditions.
22. INDEPENDENCE OF THE CLAUSES
If any of the clauses or provisions contained in the present agreement should be
declared null and void, this nullity shall not affect the other provisions or clauses
thereof.
23. NO IMPLIED WAIVER
The failure of either party at any time to require performance by the other party of any
provision of an Order shall in no way affect the right to require such performance at
any time thereafter, nor shall the waiver by either party of a breach of any provision of
an Order constitute a waiver of any succeeding breach of the same or any other
provision.
24. ADJUSTMENTS TO THE PURCHASE AND SUPPLY AGREEMENT
Any adjustments to this agreement, agreed upon between the SELLER and the
BUYER, shall be stipulated in Attachment “A”. These adjustments shall prevail over
the contents of the clauses, stipulated in this agreement.
YEL-SMA-F20, Rev.1 1-Oct-2011 14 of 14 Yazaki Europe Ltd.
2011 (C) COPYRIGHT BY YAZAKI EUROPE LTD. ANY REPRODUCTION OR DISCLOSURE IS PROHIBITED WITHOUT PRIOR WRITTEN CONSENT OF YAZAKI