Law No. 114 Of 28 November 1994

Original Language Title:  LEGE nr. 114 din 28 noiembrie 1994

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LAW No. 114 of 28 November 1994 ratification of the agreement on reciprocal promotion and protection of investments between the Government of Romania and the Government of the Kingdom of the Netherlands and the Protocol annex, signed in Bucharest on 19 April 1994, the PARLIAMENT published in ISSUING the OFFICIAL GAZETTE NR. 337 of 6 December 1994, the Romanian Parliament adopts this law.


The sole article Shall ratify the agreement on the reciprocal promotion and protection of investments between the Government of Romania and the Government of the Kingdom of the Netherlands signed Protocol and annex, at Bucharest on 19 April 1994.
This law was adopted by the Chamber of deputies at its meeting on 24 October 1994, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
PRESIDENT of the CHAMBER of DEPUTIES ADRIAN NASTASE this law was adopted by the Senate at its meeting on 16 November 1994, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
p. SENATE CHAIRMAN ION SADANI agreement on mutual promotion and protection of investments between the Government of Romania and the Government of the Kingdom of the Netherlands Government and the Government of the Kingdom of the Netherlands, hereinafter referred to as the Contracting Parties, wishing to strengthen the traditional ties of friendship between their countries, to broaden and to intensify economic relations between them, in particular in relation to investments of investors of one Contracting Party in the territory of the other Contracting Party , recognizing that agreement on the treatment that will be given to such investments will stimulate the flow of capital and technology and the economic development of the Contracting Parties and that it is desirable that such a fair and just treatment, have agreed as follows: Article 1 for the purposes of this agreement: the Term investment will involve) any kind of asset invested by investors of one Contracting Party in the territory of the other Contracting Party in accordance with the laws and regulations of the latter and, in particular, but not limited to: (i) ownership of movable and immovable property and any other rights in rem in respect of any kind of asset;
(him or her) rights originating from stocks, bonds and other types of companies and interests in joint ventures;
(iii) securities or other assets or to any provision having an economic value;
(iv) intellectual property rights, technical processes, know-how and goodwill;
(v) the rights granted under the law or contracts, including rights of prospecting, exploration, extraction of natural resources and tutorials.

b) investors shall, in relation to each Contracting Party: (i) any natural person having the citizenship or nationality of that Contracting Party in accordance with its laws;
() legal persons formed on the basis of the laws of that Contracting Party;
(iii) legal entities owned or controlled, directly or indirectly, by individuals as defined in point (i) or by legal entities defined in point () above.

c) territory includes maritime areas adjacent to the coast of that State, in so far as that State to exercise sovereign rights or jurisdiction over these areas in accordance with international law.
  


Article 2 each Contracting Party shall, within the framework of its laws and regulations, will promote economic cooperation by protecting its territory investments of investors of the other Contracting Party. On the basis of law or to exercise powers conferred by its laws or regulations, each Contracting Party shall admit such investments.


Article 3 1. Each Contracting Party shall ensure fair and just treatment to investments of investors of the other Contracting Party and shall not prevent the unreasonable or discriminatory measures the operation, management, maintenance, use, or disposition of investments by taking advantage of these investors. Each Contracting Party shall accord such investments full security and protection.
2. In particular, each Contracting Party shall accord such investments, including in connection with tax-related issues, which in any case shall not be less favourable than that accorded to its own investments so investors and investments of investors of any third State or which is more favourable to the investor concerned.
Tax issues relate to taxes, fees, charges, tax reductions and exemptions, other than those referred to in paragraph 3.
3. If a Contracting Party has granted special advantages to investors of any third State by virtue of the agreements establishing customs unions, economic, monetary unions, unions or other similar institutions, or on the basis of the interim agreements leading towards such unions or institutions, this Contracting Party shall not be obliged to grant such advantages to investors of the other Contracting Party. Such treatment will not be correlated with any advantage that each Contracting Party shall grant it to investors of a third State by virtue of an agreement on avoidance of double taxation or of another agreement, on the basis of reciprocity concerning tax-related issues.
4. Each Contracting Party shall observe any obligation which has taken an investment of investors of the other party.
5. If the legal provisions of each Contracting Party or obligations on the basis of international agreements currently existing or established thereafter between the Contracting Parties in addition to this agreement, contain a general or specific regulations, indreptatind investments investors the other Contracting Party to a treatment more favourable than that provided for in this agreement, this regulation, to the extent that it is more favourable to the , will prevail over this agreement.


Article 4 the Contracting Parties shall ensure that payments relating to an investment can be transferred. Transfers in foreign currency will be freely convertible without restriction or delay. Such transfers shall include in particular, but not exclusively: a) profits, interest, dividends and other income;
  

b) necessary funds: (i) for the purchase of raw materials or semi-finished products ancillary or finished goods, or (them) the replacement of capital assets in order to maintain the continuity of an investment;

(c) additional funds required) development of an investment;
  

(d) funds for the repayment of loans);
  

e) royalties or fees;
  

f) earnings to which individuals are entitled;
  

g) amounts arising from the sale or liquidation of the investment;
  

h) decurgind payments from the application of article 19. 6. Article 5 the Contracting Parties shall not take any measure such as nationalization, expropriation, rechizitionarea or other measures having equivalent effect, which would deprive investors of the other Contracting Party and their investments, unless the following conditions are met: (a) measures shall be taken in) the public interest and on the basis of legal proceedings;
  

(b) they are not discriminatory) or contrary to any undertaking that it has given the requested Contracting Party shall take such measures;
  

(c) measures are taken) against a fair compensation.
  

This compensation will be fair market value of the investments affected, immediately before the measures to be taken or to become known, will include interest at a commercial rate normal payment at the latest and, to become effective for applicants, will be paid and will be transferable without delay, to the country appointed by the respective applicants, in the currency of the country whose investors are applicants or in any freely convertible currency accepted by the applicants.


Article 6 of the investors of one Contracting Party who suffer losses in connection with their investments in the territory of the other Contracting Party, due to war or other armed conflict, revolution, State of national necessity, rebellion, revolt, or insurectiei will be granted by the latter Contracting Party treatment, as regards restitution, indemnification, compensation or other regulations, not less favourable than the one on which this Contracting Party shall grant it to its own investors or to investors of any third State or which is more favourable to the investors concerned.


Article 7 If the investments to an investor of a Contracting Party are insured against non-commercial risks, on the basis of a system established by law or regulation, any subrogation of the insured or reinsured in investor rights that, as a result of the terms of this insurance, will be recognized by the other Contracting Party.


Article 8 1. For the purpose of resolving disputes in connection with investments between a Contracting Party and an investor of the other Contracting Party, consultations shall be held between the parties concerned.
2. If the consultations do not lead to a solution within a period of 3 months, the investor may be subject to dispute, at its choice, for regulators: (a) the Court has jurisdiction) of the Contracting Party in whose territory the investment is made; or b) International Centre for settlement of the Dispute related to investment (I.C.S.I.D.) set up by the Convention for the settlement of disputes relating to investments between States and individuals of other States, on 18 March 1965; or c) an ad hoc arbitration tribunal which, unless otherwise agreed between the parties to the dispute, will be constituted on the basis of the rules of arbitration of the United Nations Commission on International Trade Law (UNCITRAL).
  


3. If the dispute is not settled in accordance with paragraph 2 (a)) in a 10-month period, the investor can plingerii, by withdrawing from the courts of the Contracting Party concerned, to submit the dispute to arbitration, in accordance with the provisions of paragraph 2 (b)), or (c)).
4. Each Contracting Party agrees to abide by this a dispute to conciliation or arbitration, investment.
5. A Contracting Party which is a party to the dispute shall not, at any time during the proceedings involving disputes relating to investments, to invoke his immunity as a defense or the fact that the investor has received an indemnity under a contract of insurance covering, in whole or in part, the damage or loss.
6. A legal person which is the investor of a Contracting Party and which, prior to step in such a dispute, is controlled by investors of the other Contracting Party, shall be treated as an investor of the other Contracting Party, in accordance with the provisions of art. 25 paragraph 2 b) of the Convention, for the purposes of the Convention.


Article 9 the provisions of this Agreement shall also apply, as from the date of entry into force of this regulation, and investments that were made before that date. However, the disputes which occurred before its entry into force shall regulate in accordance with the agreement concerning the encouragement and reciprocal protection of investment between the Contracting Parties on 27 October 1983.


Article 10 each Contracting Party may propose to the other side to have consultations about any issue concerning the interpretation or application of the agreement. The other party shall give appropriate consideration to the proposal and will provide the opportunity for such consultation.


Article 11 1. Any dispute between Contracting Parties concerning the interpretation or application of this agreement, which cannot be covered in a reasonable period of time through negotiations through diplomatic channels, shall be submitted, unless the parties have otherwise agreed, at the request of either party, to an arbitration tribunal composed of three members. Each Party shall designate one arbitrator and the two arbitrators so appointed shall appoint a third arbitrator as Chairman, who is not a citizen of one of the parties.
2. If one of the parties fail to designate an arbitrator and not done in a period of 2 months, after an invitation to the other party to make this appointment, the latter Party may invite the President of the International Court of Justice to make the necessary appointment.
3. If the two arbitrators fail to reach an agreement in two months following their appointment, as regards the choice of the third arbitrator, either party may invite the President of the International Court of Justice to make the necessary appointment.
4. where, in cases referred to in paragraphs 2 and 3 of this article, the President of the International Court of Justice is prevented to fulfil this function, or is a national of one of the Contracting Parties, the Vice-President will be invited to make the necessary appointments. If the Vice-President is prevented to fulfil this function, or is a national of one of the parties, the oldest Member of the Court who is not a citizen of one of the parties will be invited to make the necessary appointments.
5. The Tribunal will decide on the basis of respect for the law, including on the basis of compliance with this agreement and other relevant agreements between the Contracting Parties, on the basis of the General principles of international law and the domestic laws in the matter.
Before the Court of first instance to rule, it may propose to the parties to the dispute, at any stage of the proceedings, that the dispute should be governed in the manner amicably. Previous provisions shall not prejudice the power of the Court to give judgment regarding the dispute ex aequo et bono, if the parties so agree.
6. unless the parties decide otherwise, the Tribunal shall determine its own procedure.
7. The Court shall take decision adopted by majority vote. This judgment will be final and binding on the parties.
8. Each Contracting Party shall bear the costs of the arbitrator that appointed him or her and those of its representation in the arbitral proceedings. Expenses of the Chairman and the rest of the expenses shall be borne in equal shares by the Contracting Parties.


Article 12 as regards the Kingdom of the Netherlands, this Agreement shall apply to the part of the Kingdom in Europe, the Netherlands Antilles and Aruba, if the notification referred to in article 1. 13 § 1 does not stipulate otherwise.


Article 13 1. This agreement shall enter into force on the first day of the second month following the date on which the Contracting Parties have notified each other and, in writing, that the constitutional procedures required by their respective countries have been completed, and shall remain in force for a period of 15 years.
2. If notification of termination has not been given by each of the Contracting Parties at least six months before its expiry date, this Agreement shall be tacitly extended for periods of 10 years each Contracting Party reserves the right to denounce the agreement by notification at least 6 months before the date of expiry of the current period of validity.
3. In respect of investments made prior to the date of termination of this agreement, previous articles will continue to be effective for a further period of 15 years from that date.
4. on the basis of the period referred to in paragraph 2 of this article, the Government of the Kingdom of the Netherlands will be entitled to denounce the application of this agreement in relation to any part of the Kingdom.
5. From the date of entry into force of this agreement, the agreement on encouraging and protecting mutual investment, concluded on 27 October 1983 between the Kingdom of the Netherlands and Romania, will be replaced by the present agreement, except regarding the disputes referred to in article 1. 9. This agreement will replace the agreement of 1983 only in relations between Romania and those parts of the Kingdom of the Netherlands to which this agreement applies in accordance with article 5. 12 of this agreement.
In witness whereof, the representatives of subsemnati, fully authorised thereto, have signed this agreement.
Drawn up in two copies in Bucharest on 19 April 1994, the Romanian languages, Dutch and English languages, the three texts being equally authentic. In the event of a difference of interpretation, the English text shall prevail.
For the Government of Romania, Teodor Viorel Mady, Minister of Foreign Affairs for the Government of the Kingdom of the Netherlands, Pieter Hendrik Kooijmans, Minister of Foreign Affairs PROTOCOL Annex 1 to the agreement on the reciprocal promotion and protection of investments between the Government of Romania and the Government of the Kingdom of the Netherlands at the signing, between the Government and the Government of the Kingdom of the Netherlands, the agreement on the reciprocal promotion and protection of investments subsemnati representatives have agreed the following provision, which constitutes an integral part of the agreement: Ad. Article 4 without prejudice to the provisions of art. 4, the Government of Romania shall take appropriate measures to improve the effectiveness of the provisions for the transfer of payments related to investment.
In any case, Dutch investors will not be treated less favourably than investors of any third State.
For the Government of Romania, Teodor Viorel Mady, Minister of Foreign Affairs for the Government of the Kingdom of the Netherlands, Pieter Hendrik Kooijmans, Minister of Foreign Affairs — — — — — — — — — — — — — — — — — — — — — — — — — —