(d) The respondent does not waive any objection as to competence, including an objection to jurisdiction, or any argument on the merits merely because the respondent did or did not raise an objection under this paragraph or make use of the expedited procedure set out in paragraph 3.
3. In the event that the respondent so requests within 45 days after the tribunal is constituted, the tribunal shall decide on an expedited basis an objection under paragraph 2 or any objection that the dispute is not within the tribunal's competence, including an objection to the tribunal 's jurisdiction. The tribunal shall suspend any proceedings on the merits and issue a decision or award on the objection, stating the grounds therefor, no later than 150 days after the date of the request. However, if a disputing party requests a hearing, the tribunal may take an additional 30 days to issue the decision or award. Regardless of whether a hearing is requested, a tribunal may, on a showing of extraordinary cause, delay issuing its decision or award by an additional brief period, which may not exceed 30 days.
4. When the tribunal decides a respondent's objection under paragraph 2 or 3, it may, if warranted, award to the prevailing disputing party reasonable costs and attorney's fees incurred in submitting or opposing the objection. In determining whether such an award is warranted, the tribunal shall consider whether either the claimant's claim or the respondent's objection was frivolous, and shall provide the disputing parties a reasonable opportunity to comment.
5. Without prejudice to the appointment of other kinds of experts when authorised by the applicable arbitration rules, a tribunal, on request of a disputing party or, unless the disputing parties disapprove, on its own initiative, may appoint one or more experts to report to it in writing on any factual issue concerning scientific matters raised by a disputing party in a proceeding, subject to any terms and conditions that the disputing parties may agree.
Article 28. Consolidation of Proceedings
1. If two or more claims have been submitted separately to arbitration under paragraph 2 of Article 25 and the claims have a question of law or fact in common and arise out of the same events or circumstances, any disputing party may seek a consolidation order in accordance with the agreement of all the disputing parties sought to be covered by the order or the terms of paragraphs 2 through 10.
2. A disputing party that seeks a consolidation order under this Article shall deliver, in writing, a request to the Secretary-General and to all the disputing parties sought to be covered by the order and shall specify the following in the request:
(a) The names and addresses of all the disputing parties sought to be covered by the order;
(b) The nature of the order sought; and
(c) The grounds on which the order is sought.
3. Unless the Secretary-General finds within 30 days after the date of receiving a request under paragraph 2 that the request is manifestly unfounded, a tribunal shall be established under this Article.
4. Unless all the disputing parties sought to be covered by the consolidation order agree otherwise, a tribunal established under this Article shall comprise three arbitrators:
(a) One arbitrator appointed by agreement of the claimants;
(b) One arbitrator appointed by the respondent; and
(c) The presiding arbitrator appointed by the Secretary-General, provided that the presiding arbitrator is not a national of either Contracting Party.
5. If, within 60 days after the date when the Secretary-General receives a request made under paragraph 2, the respondent fails or the claimants fail to appoint an arbitrator in accordance with paragraph 4, the Secretary-General, on request of any disputing party sought to be covered by the order, shall appoint, in his or her discretion, the arbitrator or arbitrators not yet appointed.
6. If a tribunal established under this Article is satisfied that two or more claims that have been submitted to arbitration under paragraph 2 of Article 25 have a question of law or fact in common, and arise out of the same events or circumstances, the tribunal may, in the interest of fair and efficient resolution of the claims, and after hearing the disputing parties, by order:
(a) Assume jurisdiction over, and hear and determine together, all or part of the claims;
(b) Assume jurisdiction o ver, and hear and determine one or more of the claims, the determination of which it believes would assist in the resolution of the others; or
(c) Instruct a tribunal previously established under Article 26 to assume jurisdiction over, and hear and determine together, all or part of the claims, provided that:
(i) That tribunal, on request of a claimant that was not previously a disputing party before that tribunal, shall be reconstituted with its original members, except that the arbitrator for the claimants shall be appointed pursuant to subparagraph 4(a) and paragraph 5; and
(ii) That tribunal shall decide whether a prior hearing shall be repeated.
7. If a tribunal has been established under this Article, a claimant that has submitted a claim to arbitration under paragraph 2 of Article 25 and that has not been named in a request made under paragraph 2 may make a written request to the tribunal that it be included in any order made under paragraph 6. The request shall specify:
(a) The name and address of the claimant;
(b) The nature of the order sought; and
(c) The grounds on which the order is sought.
The claimant shall deliver a copy of its request to the Secretary-General.
8. A tribunal established under this Article shall conduct its proceedings in accordance with the UNCITRAL Arbitration Rules, except as modified by this Section.
9. A tribunal established under Article 26 shall not ha ve jurisdiction to decide a claim, or a part of a claim, over which a tribunal established or instructed under this Article has assumed jurisdiction.
10. On the application of a disputing party, a tribunal established under this Article, pending its decision under paragraph 6, may order that the proceedings of a tribunal established under Article 26 be stayed, unless the latter tribunal has already adjourned its proceedings.
Section 3. Service of Documents
Article 29. Service of Documents
1. Notices and other documents relating to arbitration under this Chapter shall be served on a Contracting Party by delivery to:
(a) With respect to Japan, Economic Affairs Bureau, the Ministry of Foreign Affairs; and
(b) With respect to the Argentine Republic, both the Ministry of Foreign Affairs and Worship and the Attorney General 's Office.
2. A Contracting Party shall promptly make publicly available and notify to the other Contracting Party any change to the name of the authority referred to in paragraph 1.
3. Each Contracting Party shall make publicly available the address of its authority referred to in paragraphs 1 and 2.
Chapter III. Joint Committee
Article 30. Joint Committee
1. The Contracting Parties shall establish a Joint Committee (hereinafter referred to as ''the Committee") with a view to accomplishing the objectives of this Agreement.
The functions of the Committee shall be:
(a) To discuss and review the implementation and operation of this Agreement;
(b) To exchange information on and to discuss investment-related matters within the scope of this Agreement which relate to improvement of investment environment; and
(c) To discuss any other investment-related matters concerning this Agreement.
2. The Committee may, as necessary, make appropriate recommendations by consensus to the Contracting Parties for the more effective functioning or the attainment of the objectives of this Agreement.
3. The Committee shall be composed of representatives of the Contracting Parties. The Committee may, upon mutual consent of the Contracting Parties, invite representatives of relevant entities other than the Governments of the Contracting Parties with the necessary expertise relevant to the issues to be discussed, and hold joint meetings with the private sectors.
4. The Committee shall determine its own rules of procedure to carry out its functions.
5. The Committee may establish sub-committees and delegate specific tasks to such sub-committees.
6. The Committee shall meet upon the request of either Contracting Party.
Chapter IV. Final Provisions
Article 31. Review
Unless the Contracting Parties otherwise agree, the Contracting Parties shall conduct a review if, after the entry into force of this Agreement, the Argentine Republic enters into any multilateral or bilateral international agreement on investment:
(a) Which does not contain a provision excluding sovereign debt;
(b) Which provides for its consent to submit an investment dispute to arbitration with respect to the establishment, acquisition or expansion of investments of an investor of another State; or
(c) Which contains provisions with respect to prohibition of performance requirements, with a view to amending the corresponding provisions of or adding relevant provisions to this Agreement. The Contracting Parties shall commence such review upon request by Japan and within three months from the date of receipt of the request made after the date on which that international agreement enters into force and will conduct the review with the aim of concluding it within a reasonable period of time.
Article 32. Final Provisions
1. The Contracting Parties shall notify each other, in writing, through diplomatic channels, of the completion of their respective internal procedures necessary for the entry into force of this Agreement. This Agreement shall enter into force on the 30th day after the latter of the dates of receipt of the notifications. It shall remain in force for 10 years after its entry into force and shall continue in force unless terminated as provided for in paragraph 2.
2. A Contracting Party may, by giving one year's advance notice in writing to the other Contracting Party, through diplomatic channels, terminate this Agreement at the end of the initial 10 year period or at any time thereafter.
3. This Agreement shall also apply to all investments of investors of either Contracting Party acquired in the Area of the other Contracting Party in accordance with the laws and regulations of that other Contracting Party prior to the entry into force of this Agreement.
4. In respect of investments acquired prior to the date of termination of this Agreement, the provisions of this Agreement shall continue to be effective for 10 years from the date of termination of this Agreement.
5. This Agreement shall not apply to claims arising out of events which occurred prior to its entry into force.
6. The Annexes to this Agreement shall form an integral part of this Agreement.
Conclusion
IN WITNESS WHEREOF, the undersigned, being duly authorised by their respective Governments, have signed this Agreement.
DONE in duplicate at Buenos Aires, on this first day of December, 2018, in the English language.
FOR THE ARGENTINE REPUBLIC
FOR JAPAN
Attachments
I. Sectors, sub-sectors or matters referred to in subparagraph 1(a) of article 7
JAPAN
1. Agriculture, Forestry and Fisheries, and Related Services (except Fisheries within the Territorial Sea, Internal Waters, Exclusive Economic Zone and Continental Shelf provided for in the entry No. 7 in the Schedule ofJapan in Annex 11)
2. Banking
3. Heat Supply
4. Telecommunications and Internet Based Services
5. Drugs and Medicines Manufacturing
6. Leather and Leather Products Manufacturing
7. Matters Related to the Nationality of a Ship
8. Mining
9. Oil Industry
10. Security Guard Services
11. Air Transport ( except investment in airports or airport operation services provided for in the entry No.11. in the Schedule of Japan in Annex 11)
12. Freight Forwarding Business
13. Railway Transport
14. Road Passenger Transport
15. Water Transport
16. Water Supply and Waterworks Treatment referred to in paragraph 1 of Article 3 (Most-Favoured-Nation Treatment) shall be accorded in the sectors, sub-sectors or matters specified in 2 to 10, 13, 14 and 16.
THE ARGENTINE REPUBLIC
1. Manufacture of Chemicals and Chemical Products
2. Financial and Insurance Activities Treatment referred to in paragraph 1 of Article 3 (Most-Favoured-Nation Treatment) shall be accorded in the sectors, sub-sectors or matters specified in l.
II. Non-conforming measures referred to in paragraph 3 of article 7
1. The Schedule of a Contracting Party sets out, pursuant to paragraph 3 of Article 7, the specific sectors, sub-sectors or activities for which that Contracting Party may maintain existing, or adopt new or more restrictive, measures that do not conform with obligations imposed by:
(a) Article 2; or
(b) Article 3.
2. Each Schedule entry sets out the following elements:
(a) "Sector" refers to the sector for which the entry is made;
(b) "Sub-Sector", where referenced, refers to the specific sub-sector for which the entry is made;
(c) "Industry Classification", where referenced, and only for transparency purposes, refers to the activity covered by the non-conforming measure, according to domestic or international industry classification codes;
(d) "Obligations Concerned" specifies the obligations referred to in paragraph 1 that, pursuant to paragraph 3 ofArticle 7, do not apply to the sectors, sub-sectors or activities listed in the entry;
(e) "Description" sets out the scope or nature of the sectors, sub-sectors or activities covered by the entry; and
(f) "Existing Measures", where specified, identifies, for transparency purposes, a non-exhaustive list of existing measures that apply to the sectors, sub-sectors or activities covered by the entry.
3. In the interpretation of an entry, all elements of the entry shall be considered. The "Description" element shall prevail over all other elements.
4. For the purposes of this Annex, (a) the term "ISIC" means International Standard Industrial Classification ofAll Economic Activities (Statistical Papers, Series M No. 4/Rev.4, Department ofEconomic and Social Affairs of the United Nations, New York, 2008); and (b) the term "JSIC" means Japan Standard Industrial Classification set out by the Ministry of Internal Affairs and Communications ofJapan, and revised on 30 October 2013.
Schedule of Japan
1 Sector: All
Sub-Sector:
Industry Classification:
Obligations Concerned: National Treatment (Article 2) Description: When transferring or disposing of its equity interests in, or the assets of, a state enterprise or a governmental entity, Japan reserves the right to: (a) prohibit or impose limitations on the ownership of such interests or assets by investors of the Argentine Republic or their investments; (b) impose limitations on the ability of investors of the Argentine Republic or their investments as owners of such interests or assets to control any resulting enterprise; or (c) adopt or maintain any measure relating to the nationality of executives, managers or members of the board of directors of any resulting enterprise.
Existing Measures:
2 Sector:
Sub-Sector:
Industry Classification:
Obligations Concerned:
Description: All National Treatment (Article 2) Most-Favoured-Nation Treatment (Article 3) Japan reserves the right to adopt or maintain any measure relating to investment in telegraph services, postal services, betting and gambling services, manufacture of tobacco products, manufacture ofBank ofJapan notes and minting and sale of coinage in Japan.
Existing Measures:
3 Sector:
All Sub-Sector:
Industry Classification:
Obligations Concerned: Most-Favoured-Nation Treatment (Article 3)
Description: Japan reserves the right to adopt or maintain any measure that accords differential treatment to countries under any bilateral or multilateral agreement involving: (a) aviation; (b) fisheries; or (c) maritime matters, including salvage.
Existing Measures:
4 Sector: Aerospace Industry
Sub-Sector: Aircraft Industry Space Industry
Industry Classification:
Obligations Concerned: National Treatment (Article 2)
Description: Japan reserves the right to adopt or maintain any measure relating to the investment in aircraft industry and space industry.
Existing Measures: Foreign Exchange and Foreign Trade Law (Law No. 228 of 1949), Articles 27 and 30 Cabinet Order on Foreign Direct Investment (Cabinet Order No. 261 of 1980), Articles 3 and 5
5 Sector: Arms and Explosives
Industry Sub-Sector: Arms Industry Explosives Manufacturing Industry
Industry Classification: Obligations Concerned: National Treatment (Article 2)
Description: Japan reserves the right to adopt or maintain any measure relating to the investment in the arms industry and explosives manufacturing industry.
Existing Measures: Foreign Exchange and Foreign Trade Law (Law No. 228 of 1949), Articles 27 and 30 Cabinet Order on Foreign Direct Investment (Cabinet Order No. 261 of 1980), Articles 3 and 5
6 Sector: Energy
Sub-Sector: Electricity Utility Industry Gas Utility Industry Nuclear Energy Industry
Industry Classification:
Obligations Concerned: National Treatment (Article 2)
Description: Japan reserves the right to adopt or maintain any measure relating to investment in the energy industry listed in the "Sub-Sector" element.
Existing Measures: Foreign Exchange and Foreign Trade Law (Law No. 228 of 1949), Articles 27 and 30 Cabinet Order on Foreign Direct Investment (Cabinet Order No. 261 of 1980), Articles 3 and 5
7 Sector: Fisheries
Sub-Sector: Fisheries within the Territorial Sea, Internal Waters, Exclusive Economic Zone and Continental Shelf
Industry Classification: JSIC 031 JSIC 032 Marine fisheries Inland water fisheries JSIC 041 Marine aquaculture JSIC 042 Inland water aquaculture JSIC 8093 Recreational fishing guide business
Obligations Concerned: National Treatment (Article 2) Most-Favoured-Nation Treatment (Article 3)
Description: Japan reserves the right to adopt or maintain any measure relating to investment in fisheries in the territorial sea, internal waters, exclusive economic zone and continental shelf of Japan. For the purposes of this entry, the term "fisheries" means the work of taking and cultivation of aquatic resources, including the following fisheries related activities: (a) investigation of aquatic resources without taking such resources; (b) luring of aquatic resources; (c) preservation and processing offish catches; (d) transportation offish catches and fish products; and (e) provision of supplies to other vessels used for fisheries.
Existing Measures: Foreign Exchange and Foreign Trade Law (Law No. 228 of 1949), Article 27 Cabinet Order on Foreign Direct Investment (Cabinet Order No. 261 of 1980), Article 3 Law for Regulation ofFishing Operation by Foreign Nationals (Law No. 60 of 1967), Articles 3, 4 and 6 Law concerning the Exercise of Sovereign Rights concerning Fisheries in the Exclusive Economic Zones (Law No. 76 of1996), Articles4, 5, 7, 8, 9, 10, 11,12 and 14
8 Sector: Information and Communications
Sub-Sector: Broadcasting Industry
Industry Classification: JSIC 380 Establishments engaged in administrative or ancillary economic activities JSIC 381 Public broadcasting, except cablecasting JSIC 382 Private-sector broadcasting, except cablecasting JSIC 383 Cablecasting
Obligations Concerned: National Treatment (Article 2)
Description: Japan reserves the right to adopt or maintain any measure relating to investment in broadcasting industry.
Existing Measures: Foreign Exchange and Foreign Trade Law (Law No. 228 of 1949), Article 27 Cabinet Order on Foreign Direct Investment (Cabinet Order No. 261 of 1980), Article 3 Radio Law (Law No. 131 of 1950), Chapter 2 Broadcast Law (Law No. 132 of 1950), Chapters 5 and 8
9 Sector: Land Transaction