NON-US BUYERS. If Buyer is a natural or legal person of any jurisdiction other than the United States and/or a State thereof, any dispute arising with respect to the transaction(s) specified in the supply agreement hereof shall be referred to three (3) arbitrators in accordance with the Rules of Arbitration of the International Chamber of Commerce as in effect on the date of such referral. The arbitration shall take place in Houston, Texas, U.S.A. The proceedings shall be in the English language. The American Arbitration Association shall act as appointing authority in the event required. Monetary awards shall be expressed in U.S. Dollars and all awards shall be final and binding on the parties. Judgment upon any award may be entered in any court having jurisdiction.
NON-US BUYERS. (a) Each Buyer that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Buyer”) agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Buyer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Buyer further undertakes to deliver to each of the Seller and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Seller or the Agent. All forms or amendments described in the preceding sentence shall provide evidence that such Buyer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Buyer from duly completing and delivering any such form or amendment with respect to it and such Buyer advises the Seller and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax..
NON-US BUYERS. If Buyer is a natural or legal person of any jurisdiction other than the United States and/or a State thereof, any dispute arising with respect to the transaction(s) specified on page 1 hereof shall be referred to three (3) arbitrators in accordance with the Rules of Arbitration of the International Chamber of Commerce as in effect on the date of such referral. The arbitration shall take place in Houston, Texas, U.S.A. The proceedings shall be in the English language. The American Arbitration Association shall act as appointing authority in the event required. Monetary awards shall be expressed in U.S. Dollars and all awards shall be final and binding on the parties. Judgment upon any award may be entered in any court having jurisdiction. 17. AMENDMENT; CANCELLATION This document, and the transaction(s) specified herein, can be amended or cancelled only with Seller's written consent. 18. GOVERNING LAW The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A., without regard to conflict of laws principles. Incoterms 2000 ("Incoterms") shall also apply; provided, however, that Incoterms shall apply only to the extent specified on page 1 hereof, and provided, further, that in the event of a conflict between Incoterms and the laws of the State of Texas, U.S.A., the latter shall govern. The parties specifically exclude application of the U.N. Convention on Contracts for the International Sale of Goods. 19. MISCELLANEOUS No waiver by either party of a right, default or breach of any of the terms and conditions herein shall be effective unless in writing. No such waiver shall be deemed a waiver of any subsequent right, default or breach (whether similar or dissimilar) except as expressly stated therein. Buyer shall not assign any of its rights or obligations with respect to the specified transaction(s) without Seller's prior written consent; any attempted assignment without such consent shall be void and of no effect. Seller may assign all of its rights and obligations with respect to such transaction(s) to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body. ATTACHMENT B The West Pharmaceutical Services and ExxonMobil Chemical Company 2011-2013 Supply/Purchase Agreement List of ExxonMobil Affiliates / Divisions For Product pur...
