BP 2007 Products

government, including the U.S. Foreign Corrupt Practices Act, the U.K. Anti-
Terrorism, Crime and Security Act 2001, the Money Laundering Regulation 1993
and the Proceeds of Crime Act 2002 and the applicable country legislation
implementing the OECD Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions.
38.3 In particular, the Seller represents and warrants to the Buyer that it has not made any
payments or given anything of value to officials, officers or employees of the government
of the country in which the Product originated or any agency, department or
instrumentality of such government in connection with the Product which is the subject
of the Agreement which would be inconsistent with or contravene any of the abovereferenced
legislation.
38.4 The Buyer or the Seller may terminate the Agreement forthwith upon written notice to the
other at any time, if in their reasonable judgement the other is in breach of any of the
above representations, warranties or undertakings.
Section 39 – Referee, High Court, Arbitration and Small Claims
39.1 Appointment of a referee
Where any matter is under the Agreement to be determined by a referee or the parties agree
that any particular matter be so determined, the referee shall be a person fitted by the
possession of expert knowledge for the determination of the particular matter in question.
Unless otherwise specifically provided in the Agreement, he/she shall be nominated by
agreement between the parties or, in default of such agreement, within 21 days of the date of
the first nomination by either party to the other, by the President for the time being of the Energy
Institute of the United Kingdom at the request of either party. The parties shall furnish the
referee with all information, written or oral, and other evidence which he/she may reasonably
require for his/her determination. The referee shall act as an expert not as an arbitrator and
his/her decision shall be final and binding on the parties. The costs of such referee shall be
shared equally between the parties.
39.2 High Court
Subject to Sections 39.1, 39.3, 39.4, 39.5 and 41.1, any dispute arising out of or in
connection with the Agreement, including any question regarding its existence, validity or
termination (“the Dispute”), shall be referred to the Commercial Court of the High Court
in London. Each party agrees to appoint a solicitor to accept service of proceedings
relating to the Dispute within 14 days of a written request from the other side so to do.
39.3 Arbitration
Notwithstanding Section 39.2 above, the Seller may, by giving written notice of election
to the Buyer, elect to have the dispute referred to arbitration before a panel of 3 arbitrators
pursuant to the terms of the Arbitration Act 1996, or any statutory modification thereof.
If the Buyer is the claiming party in the Dispute then the Seller must give written notice
of election to arbitrate by no later than the fourteenth day of the Buyer’s written request
to accept service of High Court proceedings at Section 39.2 above. The Seller shall give
written notice of election whether as the claiming or defending party by appointing an
arbitrator and sending notice of such appointment to the Buyer requiring the Buyer to
appoint its own arbitrator within 14 calendar days of that notice and stating that the Seller
will appoint its arbitrator as sole arbitrator in the reference unless the Buyer appoints its
own arbitrator and gives notice that it has done so within the 14 days specified. If the
Buyer does not appoint its own arbitrator within the 14 days specified, then the Seller
may, without the requirement of any further notice to the Buyer, appoint its arbitrator as
sole arbitrator in the reference and shall advise the Buyer accordingly. The award of the
sole arbitrator shall be binding on both parties as if he had been appointed by agreement.
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