1. Each Party shall accord adequate opportunity for consultations regarding any representations made by the other Party with respect to any matter affecting the implementation, interpretation or application of this Agreement. Any differences shall, as far as possible, be settled by consultation between the Parties.
2. Any Party which considers that any benefit accruing to it directly or indirectly under this Agreement is being nullified or impaired, or that the attainment of any objective of this Agreement is being impeded as a result of failure of the other Party to carry out its obligations under this Agreement or the existence of any other situation may, with a view to achieving satisfactory settlement of the matter, make representations or proposals to the other Party, which shall give due consideration to the representations or proposals made to it.
3. If a request for consultation is made, the Party to which the request is made shall reply to the request within seven days after the date of its receipt and shall enter into consultations within a period of no more than 30 days after the date of receipt of the request, with a view to reaching a mutually satisfactory solution.
4. The Parties shall make every effort to reach a mutually satisfactory resolution of any matter through consultations. To this end, the Parties shall:
(a) provide sufficient information to enable a full examination of how the measure might affect the operation of the Agreement; and
(b) treat any confidential or proprietary information exchanged in the course of consultations on the same basis as the Party providing the information.
14.3. Good Offices, Conciliation or Mediation
1. The Parties may at any time agree to good offices, conciliation or mediation. They may begin at any time and be terminated at any time.
2. If the Parties agree, procedures for good offices, conciliation or mediation may continue while the dispute proceeds for resolution before an arbitral tribunal appointed under Article 14.4.
14.4. Appointment of Arbitral Tribunals
1. If the consultations fail to settle a dispute within 60 days after the date of receipt of the request for consultations, the Party which made the request for consultations may make a written request to the other Party to appoint an arbitral tribunal. The request shall include a statement of the claim and the grounds on which it is based.
2. The arbitral tribunal shall consist of three members. Each Party shall appoint an arbitrator within 30 days of the receipt of the request, and the two arbitrators appointed shall designate by common agreement the third arbitrator, who shall chair the tribunal. The latter shall not be a national of either of the Parties, nor have his or her usual place of residence in the territory of one of the Parties, nor be employed by either of them, nor have dealt with the case in any capacity.
3. If the chair of the tribunal has not been designated within 30 days of the appointment of the second arbitrator, the Director-General of the WTO shall at the request of either Party appoint the chair of the arbitral tribunal within a further one month's period.
4. If one of the Parties does not appoint an arbitrator within 30 days of the receipt of the request, the other Party may inform the Director-General of the WTO who shall appoint the chair of the arbitral tribunal within a further 30 days and the chair shall, upon appointment, request the Party which has not appointed an arbitrator to do so within 14 days. If after such period that Party has still not appointed an arbitrator, the chair shall inform the Director- General of the WTO who shall make this appointment within a further 30 days.
5. For the purposes of paragraphs 1 to 4, any person appointed as a member or chair of the arbitral tribunal by either Party or by the Director-General of the WTO must be a well- qualified governmental or non-governmental individual, and can include persons who have served on or presented a case to a WTO panel, served in the Secretariat of the WTO, taught or published on international trade law or policy, or served as a senior trade policy official of a Member of the WTO. The Parties recognise that the arbitral tribunal should be composed of individuals of relevant technical or legal expertise.
14.5. Functions of Arbitral Tribunals
1. The function of an arbitral tribunal is to make an objective assessment of the dispute before it, including an examination of the facts of the case and the applicability of and conformity with this Agreement, and make such other findings and rulings necessary for the resolution of the dispute referred to it as it thinks fit. The findings and rulings of the arbitral tribunal shall be binding on the Parties.
2. The arbitral tribunal shall, apart from the matters set out in Article 14.6, regulate its own procedures in relation to the rights of Parties to be heard and its deliberations.
14.6. Proceedings of Arbitral Tribunals
1. An arbitral tribunal shall meet in closed session. The Parties shall be present at the meetings only when invited by the arbitral tribunal to appear before it. The reports of the arbitral tribunal shall be drafted without the presence of the Parties in the light of the information provided and the statements made.
2. The arbitral tribunal shall have the right to seek information and technical advice from any individual or body which it deems appropriate. A Party shall respond promptly and fully to any request by an arbitral tribunal for such information as the arbitral tribunal considers necessary and appropriate.
3. The deliberations of an arbitral tribunal and the documents submitted to it shall be kept confidential. Nothing in this Article shall preclude a Party from disclosing statements of its own positions and its initial submission to the public. A Party shall treat as confidential information submitted by another Party to the arbitral tribunal which that Party has designated as confidential. Where a Party submits a confidential version of its written submissions to the arbitral tribunal, it shall also, upon request of a Party, provide a non- confidential summary of the information contained in its submissions that could be disclosed to the public.
4. Before the first substantive meeting of the arbitral tribunal with the Parties, the Parties shall transmit to the arbitral tribunal written submissions in which they present the facts of their case and their arguments.
5. At its first substantive meeting with the Parties, the arbitral tribunal shall ask the Party which has brought the complaint to present its case. Subsequently, and still at the same meeting, the Party against which the complaint has been brought shall be asked to present its point of view.
6. Formal rebuttals shall be made at a second substantive meeting of the arbitral tribunal. The Party complained against shall have the right to take the floor first to be followed by the complaining Party. The Parties shall submit, prior to the meeting, written rebuttals to the arbitral tribunal.
7. The arbitral tribunal may at any time put questions to the Parties and ask them for explanations either in the course of a meeting with the Parties or in writing. The Parties shall make available to the arbitral tribunal a written version of their oral statements.
8. In the interests of full transparency, the presentations, rebuttals and statements referred to in paragraphs 4 to 7 shall be made in the presence of the Parties. Moreover, each Partyâs written submissions, including any comments on the descriptive part of the report and responses to questions put by the arbitral tribunal, shall be made available to the other Party.
9. The arbitral tribunal shall release to the Parties its findings and rulings in a report on the dispute referred to it within 60 days of its formation. In exceptional cases, the arbitral tribunal may take an additional 10 days to release its report containing its findings and rulings. Within this time period, the arbitral tribunal shall accord adequate opportunity to the Parties to review the report before its release.
14.7. Termination of Proceedings
The Parties may agree to terminate the proceedings of an arbitral tribunal in the event that a mutually satisfactory solution to the dispute has been found.
14.8. Implementation
1. The Party concerned shall comply with the arbitral tribunal's rulings or findings within a reasonable time period. The reasonable period of time shall be mutually determined by the Parties and shall not exceed 12 months from the date of the arbitral tribunal's report, unless the Party concerned advises the other Party that primary legislation shall be required, in which case the reasonable period of time shall not exceed 15 months from such date.
2. If the Party concerned fails to bring the measure found to be inconsistent with the Agreement into compliance therewith or otherwise comply with the arbitral tribunalâs report within the reasonable period of time, that Party shall, if so requested, and not later than the expiry of the reasonable period of time, enter into negotiations with the Party having invoked the dispute settlement procedures with a view to reaching a mutually satisfactory resolution.
3. If no mutually satisfactory resolution has been reached within 20 days, the Party which has invoked the dispute settlement procedures may suspend the application of benefits of equivalent effect until such time as the Parties have reached agreement on a resolution of the dispute.
4. In considering what benefits to suspend pursuant to paragraph 3:
(a) the Party which has invoked the dispute settlement procedures should first seek to suspend benefits in the same sector or sectors as that affected by the measure or other matter that the arbitral tribunal has found to be inconsistent with this Agreement or to have caused nullification or impairment; and
(b) the Party which has invoked the dispute settlement procedures may suspend benefits in other sectors if it considers that it is not practicable or effective to suspend benefits in the same sector.
14.9. Expenses
Unless the arbitral tribunal decides otherwise because of the particular circumstance of the case, the expenses of the tribunal, including the remuneration of its members, shall be borne by the Parties in equal shares.
Chapter 15. INSTITUTIONAL PROVISIONS
15.1. Joint Commission
1. The Parties hereby establish the Singapore - New Zealand Closer Economic Partnership Joint Commission, composed of government representatives of each Party at the level of senior officials. Each Party shall be responsible for the composition of its delegation.
2. The Joint Commission shall:
(a) consider any matters relating to the implementation of this Agreement;
(b) review the general functioning of this Agreement;
(c) consider any proposal to amend this Agreement;
(d) supervise the work of all committees established under this Agreement as well as other joint activities conducted under this Agreement; and
(e) consider any other matter that may affect the operation of this Agreement.
3. The Joint Commission may:
(a) establish additional committees and working groups, refer any matter to a committee or working group for advice and consider any matter raised by a committee or working group established under this Agreement;
(b) further the implementation of this Agreement's objectives through implementing arrangements, provided that the negotiation, modification or amendment of implementing arrangements shall be consistent with the rights and obligations of the Parties under this Agreement and shall not constitute amendments to this Agreement under Article 16.15 (Amendments);
(c) explore measures for the further expansion of trade and investment between the Parties;
(d) seek to resolve differences or disputes that may arise regarding the interpretation or application of this Agreement;
(e) seek the expert advice of non-governmental persons or groups on any matter falling within its functions where this would help the Joint Commission make an informed decision; and
(f) take such other action in the exercise of its functions as the Parties may agree.
15.2. Meetings of the Joint Commission
1. The Joint Commission shall meet within one year of the date of entry into force of the Protocol. The Joint Commission's subsequent meetings shall be held at such frequency as the Parties may agree. Ad hoc meetings of the Joint Commission may be convened within 30 days of the request of either Party, as mutually agreed by the Parties.
2. Unless otherwise agreed by the Parties, meetings of the Joint Commission shall be held alternately in the territory of each Party and shall be chaired successively by each Party. The Party chairing a meeting of the Joint Commission shall provide any necessary administrative support for such meeting.
3. The Joint Commission shall take decisions on any matter within its functions by mutual agreement.
15.3. Committee on Biosecurity, Food and Primary Products
1. The Parties agree to establish a Committee on Biosecurity, Food and Primary Products comprising representatives of the competent authorities of the Parties. The primary competent authorities and contact points for the committee shall be set out in an implementing arrangement.
2. The committee may agree to establish technical working groups consisting of expert- level representatives of the Parties, which shall identify and address technical and scientific issues arising from Chapter 5 (Sanitary and Phytosanitary Measures). When additional expertise is needed, the membership of these groups need not be restricted to representatives of the Parties.
3. The committee shall consider any issues between the Parties in relation to biosecurity, food, and primary products, including any matter related to the implementation of Chapter 5 (Sanitary and Phytosanitary Measures).
4. The objectives of the committee are to:
(a) facilitate trade, including through seeking to resolve trade access issues where they arise, in accordance with the provisions of this Agreement;
(b) provide a forum for improved communication and consultation between the Parties so as to avoid unnecessary barriers to trade; and
(c) explore areas for further cooperation between the Parties.
5. In order to give practical effect to the objectives set out in paragraph 4, the committee may, in a manner consistent with other provisions in this Agreement:
(a) establish, monitor and review work plans; and
(b) initiate, develop, adopt, review and modify implementing arrangements in relation to any matter, including on technical matters which further clarify the provisions of this Agreement, in order to facilitate trade between the Parties.
6. The implementing arrangements referred to in paragraph 5 initially include the following:
(a) Arrangement between New Zealand and Singapore on Competent Authorities and Contact Points;
(b) Arrangement between New Zealand and Singapore on the Recognition of the Equivalence of Foreign Disease and Pest Control and Zoning Measures as They Apply to Trade; and
(c) Arrangement between New Zealand and Singapore on Recognition of Measures and Status.
7. Implementing arrangements developed or modified under paragraph 5 shall commence within three months of the date on which those arrangements or modifications are agreed by the committee unless otherwise mutually determined.
8. The committee shall meet within one year of the entry into force of the Protocol and annually thereafter or as determined by the committee. The committee may meet in person, by teleconference, video conference, or by any other means determined by the committee. The committee may also consider matters through correspondence.
9. At the first meeting of the committee, the committee shall establish its rules of procedure.
10. The committee shall report regularly to the Joint Commission on its activities.
15.4. Review
Unless otherwise agreed by the Parties, the Parties shall undertake a general review of the Agreement with a view to furthering its objectives within five years of the entry into force of the Protocol and shall conduct subsequent general reviews at least every three years thereafter.
Chapter 16. GENERAL PROVISIONS
16.1. Application
1. Each Party is fully responsible for the observance of all provisions in this Agreement and shall take such reasonable measures as may be available to it to ensure their observance by regional and local governments and authorities, and, in respect of trade in services under Chapter 8 (Services), by non-governmental bodies (in the exercise of powers delegated by central, regional or local government or authorities) within its territory.
2. The provisions of Chapter 14 (Dispute Settlement) may be invoked in respect of measures affecting the observance of this Agreement taken by regional or local governments or authorities within the territory of a Party. When an arbitral tribunal appointed under Chapter 14 (Dispute Settlement) has ruled that a provision of this Agreement has not been observed, the responsible Party shall take such reasonable measures as may be available to it to ensure its observance. The provisions of Chapter 14 (Dispute Settlement) relating to the suspension of the application of benefits of equivalent effect shall apply in cases where it has not been possible to secure such observance.
3. This Article does not apply to Chapter 10 (Government Procurement).
16.2. Transparency
1. Each Party shall promptly make public all laws, rules, regulations, judicial decisions and administrative rulings of general application pertaining to trade in goods, services, and investment; shall promptly make available administrative guidelines which significantly affect trade in services covered by its commitments; and shall endeavour to make available promptly administrative guidelines which significantly affect trade in goods and investment.
2. Each Party shall endeavour to provide opportunity for comment by the other Party on its proposed laws, rules, regulations and procedures affecting trade in goods and services and investments if it is of the view that any such proposed laws, rules, regulations and procedures are likely to affect the rights and obligations of either Party under this Agreement.
3. Each Party shall respond promptly to all requests by the other Party for specific information on any of its measures of general application. Each Party shall establish one or more enquiry points to provide specific information upon request on all such measures.
4. In view of the importance of transparency of domestic legislation and procedures affecting trade in goods and the supply of services and in investment to the operation of this Agreement, the Parties shall discuss any concerns which may arise in this area at the reviews referred to in Article 15.4 (Review), in order to address means of overcoming such concerns.
16.3. Business Law
With a view to facilitating business through addressing issues of common interest in relation to business law, the Parties shall exchange information on their respective business laws as a first step in identifying issues for attention and consideration of an appropriate ongoing process for addressing these issues.
16.4. 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 (Sanitary and Phytosanitary Measures), Chapter 6 (Technical Barriers to Trade), Chapter 7 (Investment), and Chapter 13 (Regulatory Cooperation), Article XX of GATT 1994 and its interpretive notes are incorporated into and made part of this Agreement, mutatis mutandis.
2. The Parties understand that the measures referred to in Article XX(b) of GATT 1994 include environmental measures necessary to protect human, animal or plant life or health, and that Article XX(g) of GATT 1994 applies to measures relating to the conservation of living and non-living exhaustible natural resources.
3. For the purposes of Chapter 7 (Investment), Chapter 8 (Services), Chapter 9 (E- Commerce), Chapter 13 (Regulatory Cooperation), Article XIV of GATS (including its footnotes) is incorporated into and made part of this Agreement, mutatis mutandis. The Parties understand that the measures referred to in Article XIV(b) of GATS include environmental measures necessary to protect human, animal or plant life or health.
4. For the purposes of Chapter 10 (Government Procurement), Article III(2) of the Revised Agreement on Government Procurement is incorporated into and made part of this Agreement, mutatis mutandis. The Parties understand that the measures referred to in Article IM(2) of the Revised Agreement on Government Procurement include environmental measures necessary to protect human, animal or plant life or health.
5. For the purposes of this Agreement, subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between the Parties where like conditions prevail, or a disguised restriction on trade in goods or services and investment, nothing in this Agreement shall be construed to prevent the adoption or enforcement by a Party of measures necessary to protect national works or specific sites of historical or archaeological value, or to support creative arts (1) of national value.
16.5. Movement of Natural Persons
1. This Agreement applies to measures affecting natural persons who are service suppliers of a Party, and natural persons of a Party who are employed by a service supplier of a Party, in respect of the supply of a service.
2. This Agreement shall not apply to measures affecting natural persons seeking access to the employment market of a Party nor shall it apply to measures regarding citizenship, residence or employment on a permanent basis.
3. In accordance with Article 8.4 (Market Access), Article 8.5 (National Treatment), Article 8.6 (Additional Commitments) and Article 8.7 (Specific Commitments), the Parties may negotiate specific commitments applying to the movement of all categories of natural persons supplying services under this Agreement. Natural persons covered by a specific commitment shall be allowed to supply the service in accordance with the terms of that commitment.
4. This Agreement shall also not prevent a Party from applying measures to regulate the entry of natural persons of the other Party into, or their temporary stay in, its territory, including those measures necessary to protect the integrity of, and to ensure the orderly movement of natural persons across, its borders, provided that such measures are not applied in such a manner as to nullify or impair the benefits accruing to either Party under the terms of a specific commitment. (2)
16.6. Measures to Safeguard the Balance of Payments
1. In the event of serious balance of payments and external financial difficulties or threat thereof, a Party may adopt or maintain restrictions on trade in services on which it has undertaken specific commitments, including on payments or transfers for transactions related to such commitments. In the case of investments, a Party may adopt or maintain restrictions with regards to payments relating to the transfer of proceeds from investment.
2. The restrictions referred to in paragraph 1:
(a) shall be consistent with the Articles of Agreement of the International Monetary Fund;
(b) shall avoid unnecessary damage to the commercial, economic and financial interests of the other Party;
(c) shall not exceed those necessary to deal with the circumstances described in paragraph 1;
(d) shall be temporary and be phased out progressively as the situation specified in paragraph 1 improves; and
(e) shall be applied on a national treatment basis.
3. Any restrictions adopted or maintained under paragraph 1, or any changes therein, shall be promptly notified to the other Party within 14 days of the date such measures are taken.
4. The Party adopting any restrictions under paragraph 1 shall commence consultations with the other Party within 90 days of the date of notification in order to review the measures adopted by it.
5. In the case of trade in goods, where a Party is in serious balance of payments and external financial difficulties or under threat thereof, it may, in accordance with GATT 1994 and the Understanding on the Balance-of-Payments Provisions of GATT 1994, adopt restrictive import measures.
16.7. Treaty of Waitangi
1. Provided that such measures are not used as a means of arbitrary or unjustified discrimination against persons of the other Party or as a disguised restriction on trade in goods and services or investment, nothing in this Agreement shall preclude the adoption by New Zealand of measures it deems necessary to accord more favourable treatment to Maori in respect of matters covered by this Agreement including in fulfillment of its obligations under the Treaty of Waitangi.
2. The Parties agree that the interpretation of the Treaty of Waitangi, including as to the nature of the rights and obligations arising under it, shall not be subject to the dispute settlement provisions of this Agreement. Chapter 14 (Dispute Settlement) shall otherwise apply to this Article. An arbitral tribunal appointed under Article 14.4 (Appointment of Arbitral Tribunals) may be requested by Singapore to determine only whether any measure (referred to in paragraph 1) is inconsistent with its rights under this Agreement.
16.8. Critical Shortages
Provided that such measures are not used as a means of arbitrary or unjustified discrimination against persons of the other Party or as a disguised restriction on trade in goods and services or investment, nothing in this Agreement shall preclude the adoption by Singapore of measures it deems necessary to prevent or relieve a critical shortage or threat thereof of any such imports deemed or defined as essential to Singapore under its domestic laws and regulations, and where the situation referred to gives rise, or is likely to give rise, to major difficulties for Singapore, provided that such measures shall, if Singapore deems fit, be discontinued as soon as the conditions giving rise to such measures have ceased to exist.
16.9. Security
Nothing in this Agreement shall be construed:
(a) as preventing either Party from taking any action which it considers necessary for the protection of its essential security interests, including but not limited to action relating to traffic in arms, ammunition and implements of war and to such traffic in other goods and materials as is carried on directly or indirectly for the purpose of supplying a military establishment, and any action taken in time of war or other emergency in domestic or international relations; or
(b) as preventing either Party from taking any action in pursuance of its obligations under the United Nations Charter for the maintenance of international peace and security.
16.10. Disclosure of Information
Nothing in this Agreement shall be construed to require either Party to furnish or allow access to information the disclosure of which it considers:
(a) would be contrary to its essential security interests;
(b) is contrary to the public interest as determined by its laws and regulations;
(c) is contrary to any of its laws and regulation, including but not limited to those protecting personal privacy or the financial affairs and accounts of individual customers of financial institutions;
(d) would impede law enforcement; or
(e) would prejudice legitimate commercial interests of particular enterprises, public or private.
16.11. Taxation
1. Except as provided in this Article, nothing in this Agreement shall apply to taxation measures,
2. This Agreement shall only grant rights or impose obligations with respect to taxation measures:
(a) where corresponding rights and obligations are also granted or imposed under the WTO Agreement;
(b) under Article 2.14 (Export Duties); and (c) under Article 7.8 (Expropriation and Compensation).
3. Nothing in this Agreement shall affect the rights and obligations of the Parties under any tax convention relating to the avoidance of double taxation in force between the Parties. In the event of any inconsistency relating to a taxation measure between this Agreement and any such tax convention, the latter shall prevail to the extent of the inconsistency. In the case of a tax convention between the Parties, the competent authorities under that convention shall have sole responsibility for determining whether any inconsistency exists between this Agreement and that convention.
4. If there is a dispute described in Article 7.14 (Investment Disputes) that may relate to a taxation measure, then the Parties, including representatives of their tax administrations, shall hold consultations. Any tribunal established under Article 7.14 (Investment Disputes) shall accept a decision of the Parties as to whether the measure in question is a taxation measure.
5. For greater certainty, nothing in this Agreement shall be regarded as obliging either Party to extend to the other Party the benefit of any treatment, preference or privilege arising from any existing or future agreement on the avoidance of double taxation or from the provisions on the avoidance of double taxation in any other international agreement or arrangement by which the Party is bound.
6. No investor may invoke Article 7.8 (Expropriation and Compensation) as the basis for a claim if it has been determined pursuant to this paragraph that the measure is not an expropriation. An investor that seeks to invoke Article 7.8 (Expropriation and Compensation) with respect to a taxation measure must first refer to the competent authorities at least 90 days before submitting any claim to conciliation or arbitration the issue of whether that taxation measure involves an expropriation. If the competent authorities do not agree to consider the issue or, having agreed to consider it, fail to agree that the measure is not an expropriation within six months of such referral, the investor may submit the dispute to conciliation or arbitration in accordance with Article 7.14.2 (Investment Disputes).
7. For the purposes of this Article: (a) competent authorities means:
(i) for New Zealand, the Commissioner of Inland Revenue or an authorised representative of the Commissioner; and
(ii) for Singapore, the Chief Tax Policy Officer, Ministry of Finance, or his successor or such other public officer as may be designated by Singapore;
(b) taxation measures include excise duties, but do not include:
(i) any customs duty as defined in Article 1.2 (General Definitions); or
(ii) the measures listed in subparagraphs (b) and (c) of that definition.
16.12. Association with the Agreement
1. This Agreement is open to accession or association, on terms to be agreed between the Parties, by any Member of the WTO, or by any other State or separate customs territory.
2. The terms of such accession or association shall take into account the circumstances of the Member of the WTO, State or separate customs territory, in particular with respect to timetables for liberalisation.