Contract Regarding A Supplement To Tanker Liability For Oil Pollution
Source: Unofficial
PREAMBLE
The Parties to this Contract are various Oil Companies and Cristal Limited (hereinafter referred to as "CRISTAL"), a Company organised and existing under the laws of Bermuda.
The Parties recognize that (i) Tankers carrying bulk Oil cargoes may cause substantial Pollution Damage as a result of the escape or discharge of Oil into the sea, and (ii) Persons who have sustained Pollution Damage are sometimes unable to recover adequate compensation.
Therefore, the Parties have decided by means of this Contract to (i) provide supplemental compensation to such Persons and (ii) reimburse Oil Company Parties their contributions to the Fund, when cargoes are "owned" by Oil Company Parties, all in accordance with the terms and conditions set forth herein.
Clause 1.
Definitions
For the purpose of this Contract (including the Preamble):
(A) "Bareboat Charterer" means the Person (or Persons) who has chartered a Tanker upon terms which provide, among other things, that the charterer shall have exclusive possession and control of the Tanker during the life of the charter.
(B) "Cost" or 'Costs" means reasonable cost or costs, respectively.
(C) "Fund" means the International Oil Pollution Compensation Fund established under the Fund Convention.
(D) "Fund Convention" means the International Convention on the Establishment of an International Fund for Compensation for Oil Pollution Damage, 1971, including any amendments thereto in force from time to time.
(E) "Incident" means any occurrence, or series of occurrences having the same origin, which causes Pollution Damage, or which creates the Threat of an escape or discharge of Oil.
(F) "Liability Convention" means the International Convention on Civil Liability for Oil Pollution Damage, 1969, including any amendments thereto in force from time to time.
(G) 'Oil" means any persistent hydrocarbon mineral oil including, but not limited to, crude oil, fuel oil, heavy diesel oil and lubricating oil whether carried on board a Tanker as cargo or in the bunkers of such a Tanker.
(H) "Oil Company" means any Person (i) engaged in the production, refining, marketing, storing, trading or terminaling of Oil, or any one or more of whose affiliates are so engaged or (ii) that receives Oil in bulk for its own consumption or use.
(I) 'Oil Company Party" means an Oil Company which is a Party to this Contract.
(J) "Owner" means the Person or Persons registered as the owner of the Tanker or, in the absence of registration, the Person or Persons owning the Tanker. However, in the case of a Tanker owned by a State and operated by a company which in that State is registered as the Tanker's operator, "Owner" shall mean such company. Notwithstanding the foregoing, in the case of a Tanker under bareboat charter, "Owner" means the Bareboat Charterer or any other Person deemed to be an owner under the laws applicable to the Incident.
(K) "Person" means (i) an Owner and (ii) any individual or partnership or any public or private body, whether corporate or not, including a State or any of its constituent subdivisions.
(L) "Preventive Measures' means any reasonable measures taken by any Person after an Incident has occurred to prevent or minimise Pollution Damage.
(M) "Pollution Damage" means (i) physical loss or damage caused outside the Tanker by contamination resulting from the escape or discharge of Oil from the Tanker, wherever such escape or discharge may occur, including such loss or damage caused by Preventive Measures, and/or (ii) proven economic loss actually sustained, irrespective as to accompanying physical damage, as a direct result of contamination as set out in (i) above, including the Costs of Preventive Measures, and/or (iii) Costs actually incurred in taking reasonable and necessary measures to restore or replace natural resources damaged as a direct result of an Incident, but excluding any other damage to the environment.
(N) "Tanker" means any seagoing vessel and any seaborne craft of any type whatsoever, designed and constructed for carrying Oil in bulk as cargo, and actually so carrying Oil.
(O) "Threat of an escape or discharge of Oil' means a grave and imminent danger of the escape or discharge of Oil from a Tanker, which, if it occurred, would create a serious danger of Pollution Damage, whether or not an escape or discharge in fact subsequently occurs.
(P) "Threat Removal Measures" means reasonable measures taken by any Person after an Incident has occurred for the purposes of removing the Threat of an escape or discharge of Oil.
(Q) "Ton" means a ton of a Tanker's gross tonnage calculated in accordance with the tonnage measurement regulations contained in Annex I of the International Convention on Tonnage Measurement of Ships, 1969 whether or not that Convention is in force and applicable to the Tanker in question.
(R) "Special Drawing Right' or "SDR" means a Special Drawing Right as defined by the International Monetary Fund."
Clause II.
General Conditions
(A) Any Oil Company may become an Oil Company Party to this Contract and a Member of CRISTAL upon acceptance by CRISTAL of an application in the form attached hereto as "Exhibit A".
(B) The obligations of an Oil Company Party under this Contract shall extend solely to CRISTAL and to the other Oil Company Parties hereto. The obligations of CRISTAL under this Contract shall extend solely to the Oil Company Parties hereto.
Clause III.
Effective Date
(A) This Contract shall be applicable to Incidents which shall have occurred at or after 12.00 hours G.M.T. on February 20, 1994, (the "Effective Date"), and shall no longer be applicable to Incidents occurring after 12.00 hours G.M.T. on February 20, 1997; it being understood that nothing set forth herein shall affect the obligations of CRISTAL with respect to an Incident which occurred prior to the Effective Date.
(B) An Oil Company Party may withdraw from this Contract at any time following the Effective Date, provided that it gives at least six (6) months prior written notice of withdrawal to CRISTAL and such withdrawing Oil Company Party shall have no rights hereunder as of the date of withdrawal; however any such withdrawal shall not affect the obligations of the withdrawing Oil Company Party with respect to Incidents which occurred prior to the said date of withdrawal, which obligations shall be satisfied as set forth in Paragraph (C) of this Clause III.
(C) An Oil Company Party shall satisfy its obligations under Paragraph (B) of this Clause III by either (i) paying a release assessment calculated by CRISTAL in a manner set forth in the Rules to this Contract or (ii) at CRISTALs option, contributing to Periodic Calls made after the aforesaid date of withdrawal in accordance with terms and conditions set forth in the Rules to this Contract.
Clause IV.
Compensation and Payments
(A) If an Incident does not cause Pollution Damage in a jurisdiction where the provisions of the Fund Convention are in force, but irrespective as to whether the provisions of the Liability Convention or any applicable domestic law are in force, CRISTAL shall, subject to the conditions and in the amounts set forth in Paragraphs (D) and (E) of this Clause IV, compensate any Person who (i) sustains Pollution Damage or (ii) incurs Costs in taking Threat Removal Measures.
(B) If an Incident causes Pollution Damage in a jurisdiction where the provisions of both the Liability Convention and the Fund Convention are in force CRISTAL shall, subject to the conditions and in the amounts set forth in Paragraphs (D) and (E) of this Clause IV:
(1) pay an Oil Company Party an amount equal to the contribution assessed by the Fund or made to the Fund by such Oil Company Party under Article 10 of the Fund Convention, with respect to the amount that the Fund intends to pay or did pay as compensation as a result of an Incident; and
(2) compensate any Person who (i) sustains Pollution Damage or (ii) incurs Costs in taking Threat Removal Measures and who would otherwise remain uncompensated.
(C) For the purpose of Paragraphs (A) and (B) of this Clause IV, Pollution Damage and Costs of Threat Removal Measures shall include amounts paid by a Person to compensate another Person for Pollution Damage or Costs of Threat Removal Measures, but shall exclude amounts paid by a fund established and/or maintained by means of assessments against Oil Companies to compensate another Person for Pollution Damage or Costs of Threat Removal Measures.
(D) No payment or compensation shall be made under either Paragraphs (A) or (B) of this Clause IV except subject to and in accordance with the terms and conditions set forth herein.
(1) It shall be a condition precedent to CRISTAL's obligation to make any payment whatsoever that, at the time of the Incident, the Oil involved in the Incident be "owned" by an Oil Company Party, as provided in Clause V.
(2) No compensation shall be paid to a Person, under either Paragraph (A) or (B) (2) of this Clause IV, if the Incident (i) resulted from an act of war, hostilities, civil war, insurrection or a natural phenomenon of an exceptional, inevitable and irresistible character, or (ii) was wholly caused by an act or omission done with intent to cause damage by a third party, or (iii) was wholly caused by the negligence or other wrongful act of any Government or other authority responsible for the maintenance of lights or other navigational aids in the exercise of that function.
Notwithstanding the foregoing provisions of this Subparagraph (2) CRISTAL shall compensate Oil Company Parties under Paragraph (B) (1) of this Clause IV except when the Incident resulted from an act of war, hostilities, civil war or insurrection, or was wholly caused by an act or omission done with intent to cause damage by a third party.
(3) If Pollution Damage or the taking of Threat Removal Measures resulted wholly or partially either from an act or omission done with intent to cause damage by, or from the negligence of the Person who sustained the Pollution Damage or who took the Threat Removal Measures, any payment or compensation that would otherwise be payable by CRISTAL to that Person, under either Paragraphs (A) or (B) (2) of this Clause IV, shall be denied or reduced proportionately to the extent of that Person's negligence; however, nothing set forth in this Subparagraph shall affect CRISTAL's obligations under Paragraph (B) (1) of this Clause IV, or to the Owner in respect of an Incident which does not result from the wilful misconduct of the Owner or from the unseaworthiness of the Tanker where this occurs with the private of the Owner.
(4) No payment or compensation shall be made or paid under Paragraphs (A) and (B), of this Clause IV, until evidence, satisfactory to CRISTAL, has been presented demonstrating that claims for Pollution Damage or Costs of Preventive Measures or Threat Removal Measures (including payments made by the Owner to CRISTAL, as agent for Oil Company Party(ies)), and payments or costs incurred by the Owner as a result of the application of the Liability Convention, applicable domestic laws or otherwise have been paid by, or on behalf of, the Owner equal, in the case of a Tanker of Five Thousand (5,000) Tons or less to Three Million SDR (3,000,000 SDR) and for a Tanker in excess of Five Thousand (5,000) Tons Three Million SDR (3,000,000 SDR) plus Four Hundred and Twenty SDR (420 SDR) for each Ton in excess of said Five Thousand (5,000) Tons, subject to a maximum of Fifty-Nine Million Seven Hundred Thousand SDR (59,700,000 SDR).
(5) (a)The aggregate amount to be paid by CRISTAL, under Paragraph (A), (B) and (D)(8) of this Clause IV, in respect of any one incident, shall not exceed, after taking into account payments made under Subparagraph (4) of this Clause IV(D) an amount equal to Thirty Two Million SDR (32,000,000 SDR) for a Tanker of Five Thousand (5,000) Tons or less and for a Tanker in excess of Five Thousand (5,000) Tons Thirty Two Million SDR (32,000,000 SDR) plus Six Hundred and Fifty Two SDR (652 SDR) for each Ton in excess of said Five Thousand (5,000) Tons, subject to a maximum of One Hundred and Twenty Million SDR (120,000,000 SDR).
(b) In the event more than one Tanker discharges Oil or poses a Threat of an escape or discharge of Oil in respect of any one Incident, the aggregate amount to be paid by CRISTAL under Subparagraph (5) (a) of this Clause IV (D) shall be established by reference to the tonnage of the largest of said Tankers. For the purpose of establishing under Subparagraph (4) of this Clause IV (D) whether payment or compensation shall be made or paid, payments or Costs incurred by or on behalf of the Owners of all the said Tankers shall be taken into account.
(6) If the maximum amount that can be paid by CRISTAL, pursuant to Paragraph (D) (5) of this Clause IV, is insufficient to reimburse an Oil Company Party(ies), pursuant to Paragraph (B) (1) of this Clause IV, and meet in full all other claims, approved under Paragraphs (A) and (B) (2) of this Clause IV, then CRISTAL shall prorate the amount available among all claims.
(7) No payment or compensation shall be made or paid to a Person entitled, under Paragraphs (A) and (B)(2) of this Clause IV, to make a claim with respect to an Incident, if that Person prosecutes a claim for Pollution Damage or the Cost of Preventive Measures or Threat Removal Measures against any fund established and/or maintained by means of assessments against Oil Companies, irrespective as to whether any said Person is entitled to either indemnification or compensation under the terms of any such fund; provided that nothing set forth herein shall prevent such a Person from asserting and settling a claim against any said fund for those amounts not satisfied pursuant to this Contract or under either (i) the Liability Convention or (ii) against the Fund under the Fund Convention, or both, if, or to the extent, they are applicable. For the purposes of this Subparagraph (7) 'prosecutes a claim" shall not mean taking steps, under the law or regulations applicable to said fund, designed to preserve said Person's rights against said fund, but shall mean receiving any payment from such a fund for Pollution Damage or the Cost of Preventive Measures or Threat Removal Measures prior to receiving any payment from CRISTAL.
(8) No compensation (except any payment to be made pursuant to Paragraph (B) (1) of this Clause IV) shall be made or paid to a Person until such Person has taken all reasonable steps to obtain full compensation for Pollution Damage or for the Cost of Preventive Measures or Threat Removal Measures or any element thereof from any Person, but not including the Owner unless the Pollution Damage or Costs resulted from the wilful misconduct of the Owner or from the unseaworthiness of the Tanker where this occurs with the privity of the Owner, or ship (which shall include but not be limited to a Tanker or any other vessel or ship) liable therefor, and from any other source of compensation available under convention, law or regulation (except for funds established and maintained by means of assessments against Oil Companies as referred to in Subparagraph (7) of this Clause IV (D)); provided, however, that CRISTAL may, in its sole discretion and to the extent permitted under applicable law, advance monies to said Person to partially or fully compensate for the Costs said Person might incur in taking reasonable steps to obtain full compensation as set forth in this Subparagraph (8).
(9) (a) In the event that CRISTAL should determine that it is unreasonable for a Person to take steps or further steps, pursuant to Subparagraph (8) of this Clause IV (D), CRISTAL may require, prior to compensating said Person under Paragraphs (A) or (B) (2) of this Clause IV, that it receive, in a form acceptable to it, documentation or other instruments) executed by said Person (but without prejudice to the rights of the Fund under the Fund Convention if it has made a payment to said Person under the Fund Convention (i) transferring, or assigning, to CRISTAL any and all rights of any nature or kind said Person has, or might have, to seek compensation from any third party (including a government or governmental agency, but excluding the Fund) for the compensation to be paid by CRISTAL to said Person for either Pollution Damage and Costs of Preventive Measures or Threat Removal Measures; (ii) granting irrevocable authority to CRISTAL to institute, in the name of any said Person, legal, equitable or administrative proceedings in any jurisdiction whatsoever to perfect and exercise the aforesaid rights, and if any judgment, award, decision or decree is secured to collect the same, in the name of any said Person, and when collected to endorse and negotiate any cheque, money order, bill of exchange, promissory note, transfer or similar instrument so that the proceeds of such judgment, award, decision or decree shall be the sole property of CRISTAL; and/or (iii) establishing any other condition which, in the sole discretion of CRISTAL, is designed to preserve CRISTAL's ability to seek compensation from such a third party and to preserve any evidence or secure the cooperation of any person necessary to seek such compensation; and (b) no payment shall be made under Paragraph (B) (1) of this Clause IV until CRISTAL has received, in a form acceptable to it, a document or other instrument evidencing settlement in part or in full, as the case may be, the obligations of CRISTAL pursuant to Paragraph (B) (1) of this Clause IV.
(10) For the purposes of Paragraph (D) (3) and (8) of this Clause IV the terms .wilful misconduct", "privity" and "unseaworthiness" shall have the same meaning as they have under the Marine Insurance Act 1906 as interpreted by the English Courts under English Law. (E) For the purposes of determining the amount of any payments or compensation to be paid by CRISTAL hereunder, CRISTAL shall:
(1) Convert any losses or Costs constituting Pollution Damage, Preventive Measures or Threat Removal Measures either incurred or suffered by a Person or any payment made by or on behalf of an Owner, for the purposes of Paragraph (D)(4) and (5) of this Clause IV, from the currency or currencies in which they were incurred or paid into Special Drawing Rights on the basis of the value of a Special Drawing Right by reference to that currency or those currencies on the dates of payment by or on behalf of an Owner or by CRISTAL, as the case may be, calculated in accordance with the method of valuation applied by the International Monetary Fund in effect for its operations and transactions on the date or dates in question; except where a limitation fund is established under the provisions of the Liability Convention when the conversion as aforesaid for payment(s) made by or on behalf of an Owner from a currency or currencies in which they were incurred or paid into Special Drawing Rights shall be on the basis of the value of a Special Drawing Right on the date that the limitation fund is established.
In the case of a currency or currencies for which no such valuation exists, the amount of any payment in said currency or currencies shall be converted to United States Dollars at the buy rate of exchange for said currency or currencies as quoted by the National Westminster Bank Pic on the applicable dates as aforesaid and the resulting United States Dollar amount shall be converted into Special Drawing Rights on the basis and in accordance with the applicable method of valuation as aforesaid.
(2) Convert any payments to be made to an Oil Company Party, pursuant to Paragraph (B) (1) of this Clause IV, if incurred in a currency(ies) other than United States Dollars, to United States Dollars at the buy rate of exchange for said currency(ies) to United States Dollars as quoted by the National Westminster Bank Plc in London on the date that the Fund shall have demanded payment by the Oil Company Party.
(3) The amount of all losses or Costs constituting Pollution Damage, Preventitve Measures or Threat Removal Measures shall be determined by CRISTAL in the currency of the jurisdiction where the incident has occured or the Costs were incurred by a Person. All payments in compensation therefore made pursuant to Paragraphs (A) or (B) (2) of this Clause IV shall be made by CRISTAL in such currency(ies). If on the date payment of said claim(s) is (are) to be made, an expenditure (after considering all payments to be made under Paragraph (B)(1) of this Clause IV) is required by CRISTAL in excess of the provisions of Paragraph (D)(5) of this Clause IV, the provisions of Paragraph (D)(6) of this Clause IV shall be applicable.
Clause V.
Ownership of Shipments
(A) A particular shipment of Oil shall be considered "owned" by an Oil Company Party for the purpose of Clause IV (D) (1) and Clause VII if at the time of the Incident title to the shipment is in either:
(1) said Oil Company Party, or
(2) a Person not an Oil Company Party to whom said Oil Company Party has transferred the shipment, or
(3) a Person not an Oil Company Party but the shipment is being carried by a Tanker owned by or under charter to an Oil Company Party or one of its affiliates, or
(4) a Person not an Oil Company Party who, prior to any Incident involving said shipment, contracted to transfer said shipment to an Oil Company Party, or
(5) a Person not an Oil Company Party who, prior to any Incident involving said shipment, contracted for delivery to, storage, processing or transshipment at or shipment from a terminal or other facility owned, operated, managed, leased, hired or otherwise controlled by an Oil Company Party or in which an Oil Company Party has an interest and an Incident occurs or Pollution Damage is caused in a geographic area within 250 nautical miles in any direction from a point at the geographic centre of said terminal or other facility.
(B) For the purposes of Clause V(A)(2) and (3) such Oil shall be deemed to be so "owned' by an Oil Company Party provided that prior to any Incident involving said shipment of Oil, and in accordance with the Rules of CRISTAL, said Oil Company Party has advised CRISTAL in writing that it elects to be considered the "owner" thereof.
(C) For the purposes of Clause V(A)(5) terminal or other facility shall mean any property, fixed or floating, from which Oil can be unloaded from or discharged into a Tanker including, but not limited to, oil terminals, tank farms, refineries, single point moorings, floating storage or offshore discharging or loading vessels.
(D) For the purpose of Clause IV (A) and (B) only, segregated slops of a Tanker carrying any shipment so owned, and bunker oil and lubricating oil intended for use in said Tanker's operation shall be deemed included in such shipment.
Clause VI.
Subrogation
(A) CRISTAL shall, in respect of any amount of compensation paid in accordance with Clause IV (A) and (B) (2), acquire by subrogation the rights that the Person so compensated may enjoy under applicable legislation, law, convention or otherwise against the Owner or its insurers.
(B) Nothing herein shall prejudice any right of recourse or subrogation of CRISTAL against Persons other than those referred to in the preceding Paragraph. In any event, the right of CRISTAL to subrogation against such Person shall not be less favourable than that of an insurer of the Person to whom compensation has been paid.
Clause VII
The CRISTAL Fund
(A) (1) CRISTAL, in order to assure its financial capability to
(i) make payments in accordance with Clause IV, (ii) meet its administrative expenses; and (iii) meet any other expenses which CRISTAL shall incur by contract, or otherwise,
shall maintain and administer an account to be known as the "CRISTAL Fund," contributions to which shall be made by each Oil Company Party.
(2) Contributions to the CRISTAL Fund shall be calculated on the basis of the Crude/Fuel Oil Receipts of the Oil Company Parties. For the purpose of this Clause VII, Crude/Fuel Oil Receipts means
(i) crude oil and fuel oil received at an installation or terminal by an Oil Company Party which has been transported all or part of the way to such installation or terminal by Tanker (excluding any crude oil which is received solely for transshipment for onward transportation by Tanker to an installation or terminal for receipt by an Oil Company Party) and which at the time of receipt is "owned" by an Oil Company Party,
(ii) crude oil and fuel oil not so received but with respect to which an Oil Company Party has elected, pursuant to Clause V, to be considered the "owner",
(iii) crude oil and fuel oil owned by an Oil Company Party but with respect to which title was transferred at destination to a Person not an Oil Company Party,
(iv) crude oil and fuel oil at the time when it has been retained on board a Tanker for a period of six (6) months and which at that time is owned by an Oil Company Party, together with any such crude oil and fuel oil retained on board such Tanker on the last day of each ensuing calendar year thereafter which, at that time, is owned by an Oil Company Party,
(v) that portion of ail crude oil and fuel oil received at a terminal or other facility, defined in Clause V(A) (5) and (C), in which an Oil Company Party has an equity interest, equal to that Oil Company Party's proportional equity interest in said terminal or other facility, as compared to the equity interests) of all Oil Company Parties in that terminal or other facility and which is not otherwise either reported or to be reported in the Crude/Fuel Oil Receipts of the Oil Company Party or any other related or affiliated Oil Company Party, and
(vi) crude oil and fuel oil, transported by Tanker, in which an Oil Company Party had title at some point after loading and prior to discharge from the Tanker and which (i) is not included in the Crude/Fuei Oil Receipts of that Oil Company Party or any other related or affiliated Oil Company Party by reason of any other provision of this Paragraph, and/or (ii) had not been sold to another Oil Company Party.
(B) (1) CRISTAL shall from time to time estimate amounts (hereinafter referred to as a "Periodic Call") required to assure the capability of the CRISTAL Fund to make payments in accordance with Clause IV and to meet expenses as described in Paragraph (A)(1) of this Clause VII.
(2) Contributions to a Periodic Call shall be calculated by dividing the amount of the Call by the total of the Crude/Fuel Oil Receipts of all the Oil Company Parties as at the date of the Periodic Call during the calendar year preceding the year in which the Periodic Call is made, and multiplying the figure so calculated by the Crude/Fuel Oil Receipts of each Oil Company Party for such preceding year. For the purpose of these calculations the Crude/Fuel Oil Receipts shall be the total of the crude oil and fuel oil as defined in Paragraphs (A)(2)(i), (ii), (iii), (iv), (v) and (vi) of this Clause VII.
(3) However, notwithstanding the foregoing provisions of this Paragraph (B)(1) and (2) of this Clause VII:
(i) each such Oil Company Party (whether or not it had any Crude/Fuel Oil Receipts during such preceding calendar year) shall pay no less than a minimum Charge determined by CRISTAL to be reasonable under the circumstances, and
(ii) no Oil Company Party shall be liable to contribute to any payment of compensation by CRISTAL in respect to any Incident which occurred before it became a Party to this Contract, and
(iii) any Oil Company Party which becomes a Party hereto shall pay a contribution to any Periodic Call made in the calendar year of joining, subject to the provision of Paragraph (B)(3)(ii) of this Clause VII, and in no event less than the minimum sum referred to in Paragraph (B)(3)(i) of this Clause VII.
(C) Upon the Oil Company Parties deciding on a date beyond which claims will not be accepted under this Contract, any amounts remaining in the CRISTAL Fund, after the settlement or other disposition of all claims arising from Incidents occurring before the said date and the settlement of all costs and expenses relating to the winding up of CRISTAL, shall be equitably distributed among the Oil Companies that are Parties at the date when CRISTAL is finally dissolved.
Clause VIII.
Notice of Claim
No liability shall arise under Clause IV (A) or (B) (2) unless written notice of claim is received by CRISTAL within two (2) years of the date of the Incident giving rise thereto. In the case of a payment to be made under Clause IV (B) (1) no liability shall arise unless written notice of claim is received by CRISTAL from an Oil Company Party within one year of the date that payment of the contribution under Article 10 of the Fund Convention is to be made.
Clause IX.
Rules and Directives
In fulfilling its obligations, in accordance with the terms of this Contract, CRISTAL shall be the sole judge in accordance with these terms of the validity of any claim made hereunder, except that CRISTAL, for the purposes of Clause IV (B) (1), will accept the validity of any request for a contribution made by the Fund. CRISTAL shall also have the right to make rules and directives from time to time with respect to interpretation and administration of this Contract.
Clause X.
Amendment
This Contract may be amended by resolution adopted at any Regular or Special Meeting of the Members of CRISTAL upon a vote in which at least seventy five percent (75%) of the votes cast are in favour of said resolution. Amendments to this Contract shall apply only in respect of Incidents which occur after 12.00 hours G.M.T. on the date on which said amendment is adopted by the Members of CRISTAL.
Clause XI.
Law Governing
(A) This Contract shall be construed and shall take effect in accordance with the Laws of England; the Courts of England shall have exclusive jurisdiction over any matter arising therefrom.
(B) This Contract shall not be construed as creating a trust.
(C) A Party hereto shall not be required to incur any obligation or take any action which would violate any laws or government regulations which apply to it or, in the event its stock or shares are owned by another Person, which would violate any laws or government regulations which apply to said Person.
IN WITNESS WHEREOF, the Parties have entered into this Contract upon January 14, 1971, or upon such later date as their applications to become Parties are accepted by CRISTAL.
