AGREEMENT BETWEEN THE SOCIALIST REPUBLIC OF VIETNAM AND THE REP,UBLIC OF POLAND FOR THE PROMOTION AND RECIPROCAL PROTECTION OF INVESTMENTS "

Transcription

1 / ~-- AGREEMENT BETWEEN THE SOCALST REPUBLC OF VETNAM 1,.1. ;j, AND THE REP,UBLC OF POLAND " ' l FOR THE PROMOTON AND RECPROCAL PROTECTON OF NVESTMENTS ",, /1 ( T~e Socalst Republc of Vetnam and,the Republc of Poland (herenafter referred to as the "Contractng Partes"), Desrng to ntensfy economc cooperaton. to the mutual beneft of both States, ntendng to create and mantan favourable condtons for nvestments of nvestors of one State n the terrtory of the other State, and /~ ',, Conscous flat the promoton and recprocal protecton of nvestments, accordng to the present Agreement, stmulates the busness ntatves n ths feld, Have agreed as follows: ~,.

2 ,.. "' < Artcle 1,. Defntons For the purposes of ths Agreement: f, 1 1. The term '.'nvestment" shall comprse every knd of asset nvested n connecton wth economc actvtes by an nvestor of one Contractng Party n the terrtory of the other Contractng Party n accordance wth the laws and regulatons of the latter and shall nclude, n partcular, though not exclusvely: "'\1 '\ 1\ l\ : a movable and nunovable property as well as any other property rghts n rem such as mortgages, lens, pledges, and smlar rghts; ~.. : /h shares stocks and debentures of companes or any other form of partcpaton n a company; cl clams to money or to any perfonnance havng an economc value assocated wth an nvestment; ; 1 dj ntellectual property rghts, ncludnft copyrghts, trade marks, patents, ndustral desgns, techncal processe< know-how,trade secrets, trade names and goodwll assocated wth an nvestment; le any rght, conferred by law or under contract and any lcenses and pennts pursuant to law, ncludng the concessons to search for, extract, cultvate or explot natural resources. Any alteraton of the fonn n whch assets are nvested shall not affect ther character as nvestment. ;' ' P,' 2. The tenn "nvestor" shall mean any natural or legal person who nvests ' n the terrtory of the other Contractng Party. :-- 2..

3 J...---~h fa Th~ tenn "natural person" shall mean any natural p~rson havng the natonalty of et'ler Contractng Party n accordance wth ts laws. fb The term "legal person" shall mean wth respect to ether Contractng Party, any entty ncorporated or consttuted n accordance wth and recognzed as legal person by ts laws. 3. The term "returns" shall mean amounts yelded by an nvestment and n partcular, though not exclusvely, ncludes profts, nterest, captal gans, shares, dvdends, royaltes or fees.. Artcle 2 Promoton and Protecton of nvestments '.., "1.~, 1. Each Contractng Party 'shall encourage and create favourable' condtons for nvestors of the other Contractng Party to make nvestments n ts terrtory and shall admt such nvestments, n accordance wth ts laws and regulatons. 2. nvestments of nvestors of ether Contractng Party shall at all tmes be accorded far and equtable treatment and shall 'enjoy full protecton and securty n the terrtory of the other,contractng Party. ( Artcle 3 Most - Favoured - Naton Treatment 1. Each Contractng Party shall n ts terrtory accord nvestment and returns of nvestors of the other Contractng Party treatment whch s far and equtable and not less favourable than that whch t accords to nvestments and returns of nvestors of any thrd State., 2. Each Contractng Party shall n ts terrtory accord to nvestors of the other Contractng Party, as regards management,,mantenance; U*'' 3 -~

4 enjoyment or dsposal of ther nvestment, tre~tment whch. s far and equtable and not less favourable than that whch t accords to nv~stors of any thrd State. 3. The provjsons of paragraphs 1 and 2 of ths Artcle shall not be. construed so as to oblge one Contractng Party to extend to the nvestors of the other the beneft of any treatment, preference 'or prvlege whch may be extended by the fonner Contractng Party by vrtue of: fa any customs unon or free trade area or a monetary u.non or smlar nternatonal agreements leadng to such unons or nsttutons or other forms of regonal cooperaton to whch ether of the Contractng Party s or may become a Party; fb any nternatonal agreement or arrangement relatng wholly or manly to taxaton. ;1. :1 Artcle 4 Conlpensaton for Losses 1. When nvestments by nvestors of ether Contractng Party suffer losses owng to war, anned conflct, a state of natonal emergency, revolt, nsurrecton, rot or other smlar events n the terrtory of the other Contractng Party, they shall be accorded by the latter Contractng Party treatment,. as regards resttuton, ndemnfcaton compensaton or other settlement, not less favourable than that whch the latter Contractng Party accords to nvestors of any thrd State. 2. Wthout prejudce to paragraph 1 of ths Artcle, nvestors' of one Contractng Party who n. any of the events referred to n that paragraph suffer losses n the terrtory of the other Contractng Party resultng from: t,. fa requstonng of ther property by ts forces or authortes; fb destructon of ther property hy ts forces or authortes whch was not caused n combat acton or was 10t requred hy the necessty of the stuaton shall be accorded jlls and adeqtlat~ compensaton for the losses -"-"-"' 'J--' "

5 sustaned durng the perod of the requstonng o as a result of the destructon of the property. Resultng paymeots shall be freely transferable n freely convertble currency wthout undue delay. Artcle 5, Expropraton ~. nvestments of nvestors of ether Contractng Party shall not be natonalsed, exproprated or subjected to measures havng effect equvalent to natonalsaton or expropraton (herenafter referred to as "expropraton") n the terrtory of the other Contractng Party except for a publc purpose. The expropraton shall be carred out under due process of law, on a non - dscrmnatory bass and shall be accompaned by provsons. for the payment of prompt, adequate and effectve compensaton. Such compensaton shall amount to the market value of the nvestment exproprated mmedately before expropraton or mpendng expropraton became publc knowledge, shall nclude nterest from the date of expropraton, shall be made wthout undue delay, be effectvely realzable and be freely transferable ll, freely convertble currency_ ~ ( 2. The nvestor affected shall have a rght, to prompt revew, by a judcal or other ndependent authorty of that Contractng Party, of hs or ts case and of the valuaton of hs or ts nvestment n accordance wth the prncples set out n ths Artcle. 3. The provson of paragraph 1 of ths Artcle shall also apply where a Contractng Party exproprates the. assets of a company ~hch s ncorporated or consttuted under the law n force n any part of ts own terrtory and n whch nvestors of the other Contractng Party own shares. 5

6 _-----_._--- ". Artcle 6,, ",\ Transfers 1. The Contractng Partes shall guarantee the transfer of payments related ~o nvestments and returns. The transfers shall be made n a freely convertble currency, wthout any restrcton and undue delay. Such transfers shall nclude n partcular, though not exclusvely:, a captal and addtonal amounts to mantan or ncrease the 'nv'~stment; bl profts/nterest, dvdends and other current ncome; cl funds n repayment of loans; /d/ royaltes of fees; ~:, ~' le proceeds of sale of lqudaton of the nvestment; f the ea~ngs of natural persons subject to the laws and regulatons of the Contractng Party, n whch nvestments have been made.,j. 2. For the purpose of ths Agreement, exchange rates shall be the offcal rates effectve for the current transactons at the date of transfer, unless otherwse agreed.... 'f, Artcle 7, ' Subrogaton /1 : 1. f a Contractng Party or ts desgnated agency makes payment to ts own nvestors under a guarantee t has accorded n respect of an 6,, p,;

7 a the assgnment, whether under the law or pursuant to a legal transacton n that country, of any rght or clam by the nvestor to the fonner Contractng Party or ts desgnated agency, as well as;., fb that the fonner Contrac'tng Party or ts desgnated agency s enttled by vrtue of subrogaton to exercse the rghts &nd enforce the clams of that nvestor and shall assume the oblgatons related to the nvestment. j 2. The subrogated rghts or clams shall not exceed the orgnal rghts or clams of the nvestor.. Artcle 8.,.' jl;;;,., 1 Settlement of nvestment Dsputes between a Contractng Party and an nvestor of the other Contractng Party 1 '1. 1. Any dspute whch may arse between an nvestor of one Contractng Party and the other Contractng Party n connecton wth an nvestment on the.terrtory 0' that other Contractng Party shall be subject to negotatons between the partes n dspute... ',~, 2. f any dspute between an nvestor of one Contractng Party and the other Contractng Party can not be thus settled wthn a perod of sx months, the nvestor shall be nt ted to submt the case ether to: '" lal the domestc court of the country n whch the nvestment s made; " ;" ;, ' ') ' fb the fntematonal Centre for Settlement of nvestment Dsputes (CSD) havng regard to the applcable provsons of the Conventon on the Settlement of nvestment Dsputes betwcen States and Natonals of other States opencd for Sl1;1turc at Washngton D.C. 011 the 1 R March 1965, n the event oolh COlltr:1ctl1~ Pancs shall have become a party to ths Conventon; or ~

8 cl an arbtrator or nternatonal ad hoc arbtral trbunal establshed under the Arbtraton Rules of the Unted Natons Commsson on nternatonal ~, Trade Law (UNCTRAL). The partes to the dspute may agree n wrtng to modfy these Rules. The arbtral awards shall be fnal and bndng on both Partes to the dspute., Artcle 9 Settl~lnent of Dsputes between the Contractng Partes,., 1. Dspute between the Contractng Partes concernng the nterpretaton or applcaton of ths Agreement shall, f possble, be settled through consultaton or negotaton. 2. f the dspute cannot be thus settled wthn s~ months, t shall upon the request of ether Contactng Party, be submtted to an Arbtral T.t;btlnal n accordance wth the provsons of ths Artcle.., 3. The Arbtral Trbunal shall be consttuted for each ndvdual case n the followng way. Wthn two months of the recept of the request for arbtraton e~ch Contractng Party shall appont one member of the Trbunal. These two members shall then select a natonal of a thrd State who on approval of the two Contractng Partes shall be apponted Channan of the Trbunal (herenafter referred to as the "Channan"). The Channan shall be apponted wthn three months from the date of appontment of the other two members... ;, 4. f wthn the perods specfed n paragraph 3 of ths Artcle the necessary appontments have not been made, a request may be made to the Presdent of the nternatonal Court of Justce to make the appontments. f he happells to he a natonal of ether Contractng Party, or f he s otherwse prevented from"-dschargng the sad functon, the Vce - Presdent shall he llvted to make the appontments. f the Vce - Presdent also happens to be a ljtollal of ether Contractng Party or s prevented from dsl"h;lf~jllt tll' sad fullctoll, the member of the 8

9 .; nternatonal Court of Justce next n senorty who s not a natonal of ether Contractng Party shall be nvtedato make the appontments. 5. The Arbtral Trbunal shall reach ts decson by a majorty of votes. Such decson shall be bndng. Each Contractng Party shall bear the cost of ts own arbtrator and ts representaton n the arbtral proceedngs; the cost of the Charman and the remanng costs shall be borne n equal parts by both Contractng Partes. The Arbtral Trbunal shall detennne ts own procedure. :j l ~ Artcle 10 ", Applcaton of Other Rules and Specal Comlntments,, 1. Where a matter s gove~ed smultaneously both by ths Agreement and by another nternatonal agreement to whch both Contractng Partes are partes, nothng n ths Agreement shall prevent ether Contractng Party or any of ts nvestors who own nvestments n the terrtory of the other Contractng Party from takng advantage of whchever rules are more favourable to hs case. 2. f the treatment to be a,ccorded by one Contractng Party to nvestors of the other Contractng Party n accordance wth ts laws and regulatons or other specfc provsons of contracts s more' favourable than tpat accorded by the Agreement, the more favourable shall be accord~d. ~ P,: ~, Artcle 11 Applcablty of ths Agreenlent The.provsons of ths Agreement shall apply to nvestments made by nvestors of olle COlllractl1: Party ll the terrtory of the other Contractng, Party after ts entry nto f()rc~:, A..", 9 ---_._--_.. _ '

10 Artcle 12 : ' Entry nto Force, Duraton and Termnaton 1. The Contractng Partes shall notfy each other that ther consttutonal requrements for the entry nto force of ths Agreement have been compled wth. Ths Agreement shall enter nto force on the date of the second notfcaton. f 2. Ths Agreement shall reman n force for a perod of ten years and shall contnue n force thereafter unless, one year before the expry of the ntal or any subsequent perods, ether Contractng Party notfes the other n wrtng of ts ntenton to termnate the Agr.eement., ' 3. n respect of nvestments made pror to the tennnaton of ths Agreement, the provsons of ths Agreement shall contnue to be effectve for a perod of ten years from the date of tennnaton. N WTNESS WHEREOF, the undersgned duly authorzed have sgned ths Agreement.., ' DONE N duplcate at W.~r.A?UN... ths ±:.kt-... day pj.:./bl./us.t of 1994, n the Vetnamese, Polsh and Englsh languages, art texts beng equally authentc. n case of any dvergence of nterpretaton, the Englsh text shall preval. ~;. ~,:. for.. the Socalst Republc of Vetnam ublc o~c:t~,, 10