(a) in the case of China, the Ministry of Commerce (MOFCOM); and
(b) in the case of Cambodia, the Ministry of Commerce (MOC).
Article 13.2. Functions of the Joint Commission the Joint Commission Shall:
(a) review, monitor, oversee, supervise and coordinate the implementation and operation of this Agreement and all legal instruments under it;
(b) consider and recommend to any amendments to this Agreement and all legal instruments under it;
(c) negotiate amendments to or any matter arising from the operation of this Agreement and all legal instruments under it;
(d) supervise and coordinate the work of Committees under this Agreement and all legal instruments under it;
(e) adopt, where appropriate, decisions and recommendations of Committees pursuant to this Agreement and all legal instruments under it;
(f) consider any other matter that may affect the operation of this Agreement and all legal instruments under it or that is entrusted to it by the Parties; and
(g) carry out any other functions as the Parties may agree.
Article 13.3. Rules of Procedure of the Joint Commission
1. The Joint Commission shall convene the first session within one year from the entry into force of this Agreement and the following sessions at least once every two years on a regular basis, or as otherwise mutually determined by the Parties.
2. When special circumstances arise, the Parties shall, at the request of a Party, meet at any time upon agreement by both Parties.
3. Regular sessions of the Joint Commission shall be held alternately in the territory of each Party and chaired successively by each Party.
Article 13.4. Establishment of the Committees
1. The following Committees are hereby established under the auspices of the Joint Commission:
(a) The Committee on Trade in Goods;
(b) The Committee on Trade in Services;
(c) The Committee on Rules of Origin;
(d) The Committee on Customs Procedure and Trade Facilitation;
(e) The Committee on Sanitary and Phytosanitary Measures;
(f) The Committee on Investment Cooperation; and
(g) The Committee on Economic and Technical Cooperation.
2. All decisions made by the Committees shall be subject to the endorsement of the Joint Commission.
3. The Committees shall convene in regular session every 2 years at the same time the Joint Commission convenes. When special circumstances arise, the Parties shall meet at any time upon agreement at the request of one Party. Regular sessions of the Committees shall be chaired successively by each Party. Other sessions of the Committee shall be chaired by the Party hosting the meeting.
Article 13.5. Functions of the Committees
The Committees shall act to as follows:
(a) ensure the proper function of respective Chapters in this Agreement and resolve issues arising from the application of respective areas;
(b) review the interpretation and implementation of respective Chapters;
(c) identify areas related to respective Chapters in this Agreement to be improved;
(d) make recommendations and report to the Joint Commission; and
(e) carry out any other functions as may be delegated by the Joint Commission.
Chapter 14. DISPUTE SETTLEMENT
Article 14.1. Cooperation
The Parties shall at all times endeavour to agree on the interpretation and application of this Agreement, and shall make every attempt through cooperation to arrive at a mutually satisfactory resolution of any matter that may affect its operation when a dispute occurs.
Article 14.2. Scope of Application
Unless otherwise provided in this Agreement, wherever a measure adopted by a Party is inconsistent with its obligations under this Agreement or a Party has otherwise failed to carry out its obligations under this Agreement, the dispute settlement provisions of this Chapter shall apply.
The dispute settlement provisions of this Agreement may be invoked in respect of measures affecting their observance taken by local governments or authorities of the Party.
Article 14.3. Choice of Forum
1. Where a dispute arises under this Agreement and under any other agreement to which both Parties are party, including the WTO agreements, the complaining Party may recourse to dispute settlement procedures available under any of such agreements to settle the dispute.
2. Once the complaining Party has requested establishment of, or otherwise referred a matter to, a panel or tribunal under an agreement referred to in paragraph 1, the forum selected shall be used to the exclusion of other fora.
Article 14.4. Consultations
1. The Parties shall make every attempt to arrive at a mutually satisfactory resolution of any dispute through consultations under this Article.
2. The request for consultations shall be made in writing and shall set out the reasons for the request, including identification of the measure at issue and an indication of the legal basis for the complaint. The complaining Party shall forward the request to the responding Party. Upon receipt of the request, the responding Party shall acknowledge the receipt of the request to the complaining Party, otherwise the date when the request was made shall be deemed to be the date of the responding Party's receipt of the request.
3. If a request for consultations is made, the responding Party shall reply to the request within 20 days after the date of its receipt and shall enter into consultations in good faith, with a view to reaching a mutually satisfactory solution, within a period of no more than:
(a) 20 days after the date of receipt of the request for urgent matters concerning perishable goods; or
(b) 30 days after the date of receipt of the request for all other matters.
4. The consultations shall be confidential and are without prejudice to the rights of either Party in any further proceedings.
5. If the responding Party does not reply or enter into consultations within the timeframe specified in paragraph 3, then the complaining Party may proceed directly to request the establishment of an arbitral tribunal.
Article 14.5. Good Offices, Conciliation and Mediation
1. The Parties may at any time voluntarily agree to good offices, conciliation and mediation. These procedures may begin at any time and be terminated at any time, including the time within which the Arbitral proceeding is taking place.
2. Proceedings involving good offices, conciliation and mediation, and in particular positions taken by the Parties during those proceedings, shall be confidential and without prejudice to the rights of either Party in any further or other proceedings.
Article 14.6. Establishment of an Arbitral Tribunal
1. If the consultation referred to in the Article 14.4 (Consultations) fails to resolve a matter within 60 days or 30 days in relation to urgent matters concerning perishable goods, after receipt of the request for consultations, the complaining Party may request in writing the establishment of an arbitral tribunal to consider the matter.
2. The complaining Party shall indicate in the request whether consultations were held, identify the specific measures at issue and provide a brief summary of the legal basis of the complaint sufficient to present the problem clearly, and shall forward the request to the responding Party. An arbitral tribunal is established upon receipt of the request.
3. The responding Party shall acknowledge its receipt of the request for the establishment of an arbitral tribunal made pursuant to paragraph 5 of Article 14.4 (Consultations) and paragraph 1 of this Article indicating the date on which the request was received, otherwise the date when the request was made shall be deemed to be the date of the responding Partyâs receipt of the request.
Article 14.7. Composition of an Arbitral Tribunal
1. An arbitral tribunal shall comprise three members.
2. Within 15 days after the establishment of an arbitral tribunal, each Party shall appoint one arbitrator of the arbitral tribunal respectively.
3. The Parties shall appoint by common agreement the third arbitrator within 30 days after the establishment of an arbitral tribunal. The arbitrator thus appointed shall chair the arbitral tribunal. 4. If any arbitrator of the arbitral tribunal has not been appointed within 30 days after the establishment of an arbitral tribunal, either Party may request that the Director-General of the WTO designate an arbitrator within 30 days of the date of such request. If one or more arbitrators are designated according to this paragraph, the Director-General of the WTO shall be authorised to designate the chair of the arbitral tribunal. 5. The chair of the arbitral tribunal shall:
(a) not be a national of either Party;
(b) not have his or her usual place of residence in the territory of either Party; and
(c) not have dealt with the matter in any capacity.
6. All arbitrators shall:
(a) have expertise or experience in law, international trade, other matters covered by this Agreement, or the resolution of disputes arising under international trade agreements;
(b) be chosen strictly on the basis of objectivity, reliability, and sound judgment;
(c) be independent of, and not be employed by, affiliated with or take instructions from either Party;
(d) disclose, to the Parties to the dispute, information which may give rise to justifiable doubts as to his or her independence or impartiality; and
(e) comply with a code of conduct in conformity with the rules established in the document WT/DSB/RC/1 of the WTO.
7. If an arbitrator appointed under this Article resigns or becomes unable to act, a successor shall be appointed in the same manner and timeframe as prescribed for the appointment of the original arbitrator and the successor shall have all the powers and duties of the original arbitrator. The work of the arbitral tribunal shall be suspended during the replacement of the successor.
Article 14.8. Functions of Arbitral Tribunal
1. The function of an arbitral tribunal is to make an objective assessment of the matter before it, including an examination of the facts of the case and the applicability of and conformity with this Agreement.
2. Unless the Parties otherwise agree within 20 days from the date of the establishment of the arbitral tribunal, the terms of reference shall be:
"To examine, in the light of the relevant provisions of this Agreement, the matter referred to in the request for the establishment of an arbitral tribunal pursuant to Article 14.6 (Establishment of an Arbitral Tribunal) and to make findings of law and fact together with the reasons as well as recommendations, if any, for the resolution of the dispute."
3. The arbitral tribunal may at any time consult with the Parties to the dispute and provide adequate opportunities for the Parties to the dispute to develop a mutually agreed solution.
4. Where an arbitral tribunal concludes that a measure is inconsistent with this Agreement, it shall recommend that the responding Party bring the measure into conformity with this Agreement.
5. The arbitral tribunal shall consider this Agreement in accordance with customary rules of interpretation of public international law. The arbitral tribunal, in their findings and recommendations, cannot add to or diminish the rights and obligations provided in this Agreement.
Article 14.9. Rules of Procedure of an Arbitral Tribunal
1. Unless the Parties agree otherwise, the arbitral tribunal shall follow the rules of procedure set out in Annex 5 (Rules of Procedures of Arbitral Tribunal) and may, after consulting with the Parties, adopt additional rules of procedure not inconsistent with Annex 5 (Rules of Procedures of Arbitral Tribunal).
2. Unless the Parties otherwise agree, the remuneration of the arbitrators and other expenses associated with the conduct of the arbitral tribunal shall be borne by the Parties in equal shares.
Article 14.10. Suspension or Termination of Proceedings
1. The arbitral tribunal may suspend its work at any time at the request of the complaining Party for a period not to exceed 12 months. The arbitral tribunal shall suspend its work at any time if the Parties request it to do so. In the event of such suspension, any relevant period of time for the arbitral proceedings shall be extended by the period of time that the work was suspended. If the work of the arbitral tribunal has been suspended for more than 12 months, the authority for establishment of the arbitral tribunal shall lapse unless the Parties agree otherwise.
2. The Parties may agree to terminate the proceedings of an arbitral tribunal.
Article 14.11. Report of the Arbitral Tribunal
1. The arbitral tribunal shall base its report on the relevant provisions of this Agreement, the submissions and arguments of the Parties and other information, if any, it has obtained pursuant to paragraph 14 of Annex 5 (Rules of Procedures of Arbitral Tribunal).
2. The arbitral tribunal shall set out in its report:
(a) a descriptive section summarising the arguments of the Parties to the dispute and Third Parties;
(b) its findings on the facts of the case and on the applicability of the provisions of this Agreement;
(c) its determinations as to whether:
(i) the measure at issue is not in conformity with the obligations under this Agreement; or
(ii) the responding Party has otherwise failed to carry out its obligations under this Agreement; and
(d) the reasons for its findings and determinations referred to in subparagraphs (b) and (c).
3. Procedures of arbitral tribunal should provide sufficient flexibility so as to ensure high quality reports, while not unduly delaying the panel process.
4. Unless the Parties to the dispute otherwise agree, the arbitral tribunal shall issue the initial report to the Parties within 120 days after the date of its composition or in case of urgent matters concerning perishable goods, within 90 days after the date of its composition.
5. In exceptional cases, if the arbitral tribunal considers it cannot issue its initial report within 120 days or within 90 days in case of urgent matters concerning perishable goods, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will issue its report. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.
6. Each Party may submit written comments to the arbitral tribunal within 15 days of the issuance of the initial report. After considering these written comments by the Parties and making any further examination it considers appropriate, the arbitral tribunal shall present the Parties its final report within 30 days of issuance of the initial report, unless the Parties otherwise agree.
7. The arbitral tribunal shall make every effort to make its decisions by consensus. If the arbitral tribunal is unable to reach consensus, it may make its decision by majority vote. Arbitrators may furnish separate opinions on matters not unanimously agreed. All opinions expressed in the arbitral tribunal's report by individual arbitrators shall be anonymous.
8. The final report of the arbitral tribunal is final and binding only between the Parties and in respect of the matter to which the report refers under this Agreement.
9. Unless either Party disagrees, the final report shall be made available to the public no later than 15 days after its issuance to the Parties, subject to the protection of confidential information.
Article 14.12. Implementation of Arbitral Tribunal's Final Report
1. Where the arbitral tribunal concludes that a Party has not conformed to either fully or partially to its obligations under this Agreement, the resolution, whenever possible, shall be to eliminate the non-conformity.
2. Unless the Parties reach agreement on compensation or other mutually satisfactory solution, the responding Party shall implement the recommendations and rulings in the final report of the arbitral tribunal.
3. Within 30 days of the date of the issuance of the arbitral tribunal's final report to the Parties, the responding Party shall notify the complaining Party of its intentions with respect to the implementation and:
(a) if the responding Party considers it has complied with the obligation under paragraph 1, it shall notify the complaining Party without delay. The responding Party shall include with the notification a description of any measure it considers achieves compliance, the date the measure comes into effect, and the text of the measure, if any; or
(b) if it is impracticable to comply immediately with the obligation under paragraph 1, the responding Party shall notify the complaining Party of the reasonable period of time the responding Party considers it would need to comply with the obligation under paragraph 1 along with an indication of possible actions it may take for such compliance.
Article 14. Reasonable Period of Time
1. The reasonable period of time referred to in Article 14.12 (Implementation of Arbitral Tribunal's Final Report) shall be mutually determined by the Parties. Where the Parties fail to agree on the reasonable period of time within 45 days after the issuance of the arbitral tribunal's final report, either Party may, to the extent possible, refer the matter to the original arbitral tribunal, which shall determine the reasonable period of time.
2. The arbitral tribunal shall provide its determination to the Parties within 60 days after the date of the referral of the matter to it. When the arbitral tribunal considers that it cannot provide its report within this timeframe, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will provide its determination. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.
3. The reasonable period of time normally should not exceed 15 months from the date of issuance of the arbitral tribunal's final report.
Article 14.14. Compliance Review
1. Where there is disagreement as to the existence or consistency with this Agreement of measures taken to comply with the recommendations and rulings of the arbitral tribunal, such dispute shall be decided through recourse to the dispute settlement procedures under this Chapter, including wherever possible by resort to the original arbitral tribunal.
2. The arbitral tribunal shall provide its report to the Parties within 60 days after the date of the referral of the matter to it. When the arbitral tribunal considers that it cannot provide its report within this timeframe, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will provide its report. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.
3. The provisions in this Chapter concerning the procedure of arbitral tribunal shall apply mutatis mutandis to the procedure under this Article.
Article 14.15. Compensation and Suspension of Concessions or other Obligations
1. Compensation and the suspension of concessions or other obligations are temporary measures available in the event that the responding Party does not comply with the obligation under Article 14.12 (Implementation of Arbitral Tribunal's Final Report) within the reasonable period of time. However, neither compensation nor the suspension of concessions or other obligations is preferred to compliance with the obligation under Article 14.12 (Implementation of Arbitral Tribunal's Final Report). Compensation is voluntary and, if granted, shall be consistent with this Agreement.
2. Where any of the following circumstances exists:
(a) the responding Party has notified the complaining Party that it does not intend to comply with the obligation under paragraph 1 of Article 14.12 (Implementation of Arbitral Tribunal's Final Report);
(b) the responding Party fails to notify the complaining Party in accordance with paragraph 3 of Article 14.12 (Implementation of Arbitral Tribunal's Final Report); or
(c) the Compliance Review Panel determines that the responding Party has failed to comply with the obligation under paragraph 1 of Article 14.12 (Implementation of Arbitral Tribunal's Final Report) in accordance with Article 14.14 (Compliance Review),
the responding Party shall, on request of the complaining Party, enter into negotiations with a view to developing mutually acceptable compensation.
3. If the Parties to the dispute have:
(a) been unable to agree on compensation within 30 days after the date of the receipt of the request made pursuant to paragraph 2; or
(b) agreed on compensation but the responding Party has failed to observe the terms and conditions of that agreement,
the complaining Party shall thereafter notify the responding Party that it intends to suspend the application to the responding Party of concessions or other obligations equivalent to the level of nullification or impairment, and shall have the right to begin suspending concessions or other obligations 30 days after the date of the receipt of the notification.
4. Notwithstanding paragraph 3, the complaining Party shall not exercise the right to begin suspending concessions or other obligations under that paragraph where:
(a) a review is being undertaken pursuant to paragraphs 3 to10; or
(b) a mutually agreed solution has been reached.
5. A notification made pursuant to paragraph 3 shall specify the level of the intended suspension of concessions or other obligations and indicate the relevant sector(s) in which the complaining Party proposes to suspend such concessions or other obligations.
6. The level of the suspension of concessions or other obligations shall be equivalent to the level of the nullification or impairment.
7. In considering what concessions or other obligations to suspend:
(a) the complaining Party should first seek to suspend concessions or other obligations in the same sector(s) in which the arbitral tribunal has determined that there is non-conformity with, or failure to carry out an obligations under this Agreement; and
(b) if the complaining Party considers that it is not practicable or effective to suspend concessions or other obligations in the same sector(s), it may suspend concessions or other obligations in other sectors. The communication in which it announces such a decision shall indicate the reasons on which it is based.
8. Upon written request of the responding Party, the original arbitral tribunal shall determine whether the level of concessions or other obligations to be suspended by the complaining Party is excessive pursuant to paragraph 6 and/or whether paragraph 7 has not been followed. If the arbitral tribunal cannot be established with its original members, it shall be composed in accordance with the procedures set out in Article 14.7 (Composition of an Arbitral Tribunal).
9. The arbitral tribunal shall present its determination within 60 days from the request made pursuant to paragraph 8, or if an arbitral tribunal cannot be established with its original members, from the date on which the last arbitrator is appointed.
10. The complaining Party may not suspend the application of concessions or other obligations before the issuance of the arbitral tribunal's determination pursuant to this Article.
Article 14.16. Post Suspension
1. Without prejudice to the procedures in Article 14.15 (Compensation and Suspension of Concessions or Other Obligations), if the responding Party considers that it has eliminated the non-conformity that the arbitral tribunal has found, it may provide written notice to the complaining Party with a description of how non-conformity has been removed. If the complaining Party disagrees, it may refer the matter to the original arbitral tribunal within 60 days after receipt of such written notice. Otherwise, the complaining Party shall promptly stop the suspension of concessions or other obligations.
2. The arbitral tribunal shall issue its report within 60 days after the referral of the matter by the complaining Party pursuant to paragraph 1. If the arbitral tribunal concludes that the responding Party has eliminated the non-conformity, the complaining Party shall promptly stop the suspension of concessions or other obligations.
Article 14.17. Private Rights
Neither Party may provide for a right of action under its domestic law against the other Party on the ground that a measure of the other Party is inconsistent with this Agreement.
Chapter 15. EXCEPTIONS
Article 15.1. General Exceptions
1. For the purposes of Chapter 2 (Trade in Goods), Chapter 3 (Rules of Origin), Chapter 4 (Customs Procedures and Trade Facilitation), Chapter 5 (Technical Barriers to Trade), Chapter 6 (Sanitary and Phytosanitary Measures), and Chapter 10 (Electronic Commerce), Article XX of GATT 1994, including its interpretative notes, is incorporated into and made part of this Agreement, mutatis mutandis.
2. For the purposes of Chapters 7 (Trade in Services) and Chapter 10 (Electronic Commerce), Article XIV of GATS, including the footnotes, is incorporated into and made part of this Agreement, mutatis mutandis.
Article 15.2. Security Exceptions
Article XXI of GATT 1994 and Article XIV bis of GATS are incorporated into and made part of this Agreement, mutatis mutandis.
Article 15.3. Taxation
1. For the purposes of this Article:
(a) tax convention means a convention for the avoidance of double taxation or other international taxation agreement or arrangement to which both Parties are party; and
(b) taxation measures do not include a customs duty defined in Article 2.2 (Definition).