Article 8. Miscellaneous Provisions
8.1 (Force Majeure) Neither party shall be liable for failure to perform the whole of or any part of this Agreement and/or each Individual Sales Contract when such failure is due to fire, flood, strikes, labor troubles or other industrial disturbances, inevitable accidents, war (declared or undeclared), embargoes, blockades, legal restrictions, riots, insurrections or any other causes beyond the control of the party. If the failure mentioned above continues more than six (6) months, either party hereto may terminate this Agreement immediately by giving written notice to the other party without incurring any obligation or responsibility.
8.2 (Governing Law) This Agreement shall be governed by and under the laws of People’s Republic of China as to all matters including validity, construction and performance.
8.3 (Non-Waiver) Any failure of either party to enforce, at any time or for any period of time, any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of the party thereafter to enforce each and every such provision.
8.4 (Entire Agreement) This Agreement constitutes the entire and only agreement between the parties hereto relating to distributorship of Products and no modification, change or amendment of this Agreement shall be binding upon both Supplier and Distributor except by mutual express consent in writing of subsequent date signed by a duly authorized officer or representative of each of the parties hereto.
8.5 (Separability) If any portions or provisions of this Agreement is declared unenforceable or invalid by court or administration decision, or any applicable law, the validity of any other portions or provisions of this Agreement shall not be thereby affected in any way whatsoever.
8.6 (Non-Assignment) Neither this Agreement nor any right conferred hereunder to Distributor, may be transferred or assigned to any third party.
Article 9. Arbitration
All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Hong Kong in accordance with Rules of the Hong Kong International Arbitration Centre. The award rendered by the arbitrator(s) shall be final and binding upon both parties.
IN WITNESS WHEREOF, the parties hereto have caused two copies of this Agreement to be signed and sealed by their duly authorized officers or representatives on the date first above written.