1. TOLERANCE: Sellers have the option of shipping 2% more or less of the contract quantity to be settled at contract price. In the event of more than one shipment being made each shipment is to be considered as a separate contract but the tolerance on the mean contract quantity is not to be affected thereby.
2. QUALITY AND CONDITION: At the time and place of shipment, the seed shall be of good merchantable quality, in good condition and of the agreed description and specifications. Should the seed on arrival be sea or otherwise damaged or out of condition, this contract is not to be void, but the seed as well as the sweepings is to be taken with an allowance to be fixed by agreement or by arbitration.
3. SPECIFICATIONS: .........................
4. DECLARATION OF DESTINATION: The goods are sold for shipment to ........... but buyers have the option to declare . . . . . . . . . . . .
as the port/s of destination with a minimum of . . . . . . tons to any one port. To exercise this option Buyers shall declare the port/s of destination to Sellers by any means of rapid written communication, not later than 16.00 hours on . . . . . . .The Notices Clause and the Non¬Business Days Clause shall not apply to such declaration.
5. SHIPMENT AND CLASSIFICATION: Shipment, direct or indirect, with transhipment (so long as a through Bill of Lading is provided) or without transhipment, in ship/s (tankers excluded), classified not lower than Lloyds100A1 or equivalent classification in any other recognised Register.
6. LASH BARGE: Sellers have the option to ship the within mentioned goods by lash barge, in which case the Bill of Lading shall be dated when the lash barge is loaded on to the ocean¬going ship. Insurance shall cover the goods from the warehouse at the point/s of loading of the goods on board the lash barge to warehouse at port of discharge. Sellers shall be responsible for the cost of discharge of the goods to lash barge rail.
7. INSURANCE: Insurance in accordance with the Institute/FOSFA Trades Clauses (C) and the Institute War and Strikes Clauses (FOSFA Trades) to be 28effected with, at Sellers’ option, first class underwriters and/or companies who are domiciled in the UK or for the purpose of any legal proceedings accept a 29British domicile and provide an address for service of process in London but for whose solvency the Sellers shall not be responsible. Claims to be payable in the 30currencyofthecontract.Policiesand/orCertificatesand/orLettersofInsurancerequiredunder thiscontractshallbe fornotless than2%over the invoiceamount 31including freight. Buyers shall accept insurance including Exclusion Clauses on the FOSFA Insurance Exclusion Clause List. 32
8. WAR RISKS INSURANCE: War risks insurance shall be effected on the terms and conditions in force and approved at the time of shipment by the 33InstituteofLondonUnderwriters (InstituteWarClauses [FOSFATrades]).Anyexpense forcoveringwarrisks insurance inexcessof1/2%shallbe foraccountof 34Buyers. The rate of insurance shall not exceed the rate ruling in London at the time of shipment or date of ship’s sailing whichever may be adopted by 35underwriters. Notice of extra expense to be borne by Buyers shall be given by Sellers at the time of declaration under this contract or not later than 3 business 36daysafter theratehasbeenagreedwithunderwriterswhichever isthe later.Failure togivesuchnoticeshallinvalidatetheSellers’claimunless intheopinionof 37arbitrators the delay is justifiable. 38
9. DECLARATION OF SHIPMENT: Notice stating ship’s name, date of Bill/s of Lading and approximate quantity shipped shall be despatched by first 39Sellers to their Buyers not later than 10 days after the date of the Bill/s of Lading. Notices by intermediate Sellers shall be accepted by their Buyers although 40received by them after such time, if from the 10th day after the date of the Bill/s of Lading such notices have been passed on with due despatch. 41The date of the “on board” Bill/s of Lading shall be considered proof of the date of shipment in the absence of conclusive evidence to the contrary. Notices shall 42bedeemed to beunder reservefor errorsand/or delays in transmission. Any slightvariation in theship’snameshallnotinvalidatethedeclaration. Avalid decla-43ration cannotbewithdrawn exceptwith theBuyers’consent. Should theship arrivebeforereceiptof declaration of shipmentandextraexpensesbe incurred, such 44expenses are to be paid by Sellers. 45The provisions of this clause to be inoperative if the goods have been sold afloat. 46Presentation of documents does not constitute a notice under the terms of this clause. 47
10. SUPERINTENDENTS: Reference in the contract to superintendents, surveyors or representatives shall mean member superintendents of FOSFA 48International.49The use of member superintendents shall be mandatory except where: 50
(i) the contract or national laws or regulations require the use of Governmental or other agencies not recognised by FOSFAInternational; 51
(ii) no member superintendent/s is/are available or proximate to the port/s concerned. 52
11. ANALYSTS: Reference in the contract to analysts shall mean analysts who are members of FOSFAInternational and represented in the Oilseeds Section. 53The use of member analysts shall be mandatory except where the contract or national laws or regulations require the use of Governmental or other analysts. 54
12. PAYMENT AND SHIPPING DOCUMENTS: Payment shall be made by Buyers in theabove¬named place in the percentage named in the contract by cash against complete set of shipping documents: 56*(a) on presentation; 57*(b) on or (at Buyers’ option) before arrival of the ship at the port of destination but not later than 25 days from the date of the Bill of Lading unless documents are presented thereafter. If Buyers elect to call for documents before arrival of ship, then payment shall be made against documents as soon as presented; *(c). . . . .
If documents are presented to Buyers through the intermediary of a bank/s then the bank charges incurred shall be for Sellers’ account. If Buyers request presentation through a bank of their choice, and Sellers agree, those bank charges shall be for Buyers’ account. For the purposes of this contract, the relationship between banks shall be deemed to be in accordance with ICC URC 522 or any subsequent amendment thereto. Shipping documents shall consist of:
(1) Commercial invoice;
(2) Full set of clean on board Bill/s of Lading and/or Ship’s Delivery Order/sand/or other Delivery Order/s in negotiable and transferable form, such other Delivery Order/s to be guaranteed by a recognised bank if required by Buyers;
(i) If the Bill/s of Lading does/do not indicate that freight has been paid, the amount of freight shall be deducted from the invoice amount and paid by Buyers on Sellers’ behalf unless Sellers guarantee that freight has been paid. Buyers to send copy of the freight note to Sellers for final invoicing purposes. If freight is to be paid in a currency other than the currency of this contract, the conversion in the final invoice shall be made at the rate of exchange on the day of actual freight payment;
(ii) If the Bill/s of Lading refer/s to a Charter Party and/or any other documents relating to the freight booking, Sellers shall be responsible for any detrimental consequences from clauses of such Charter Party and/or documents relating to the freight booking being contrary to the terms of this contract. If such Bill/s of Lading is/are signed by parties other than the Master then the Bill/s of Lading shall be accompanied by photo stat copy of written authority from shipowner or Master authorising the signatory to the Bill/s of Lading;
(3) Policy/ies and/or Insurance Certificate/s and/or Letter/s of Insurance in the currency of the contract. Letter/s of Insurance shall specify the insurance company/ies and/or underwriter/sand policy number/s and shall be guaranteed by are cognised bank if required by Buyers. After payment Letter/s of Insurance shall be substituted by Policy/ies and/or Certificate/s on request;
(4) Certificate of Origin;
(5) Certificate of Analysis. Buyers are to accept photo stat or certified copy/ies of items (4) and (5) relating to the whole parcel/s. Buyers agree to accept Bill/s of Lading containing the Chamber of Shipping War Risk Clause and/or any other recognised War Risk Clause. Should documents be presented with incomplete set/s of Bill/s of Lading, payment shall be made provided that delivery of such Bill/s of Lading be guaranteed, such guarantee to be signed, if required by Buyers, by a recognised bank. Acceptance of this guarantee shall not prejudice Buyers’ rights under this contract. Should Sellers have failed to present shipping documents on arrival of the ship at destination, Buyers shall take delivery under an indemnity provided by themselves and shall pay for the documents when presented. Any reasonable extra expenses, including the costs of such indemnity or extra handling charges incurred by reason of the failure of Sellers to provide such documents, shall be borne by Sellers and allowed for in the final invoice. In the event that Buyers take delivery under their own guarantee and Sellers fail to provide shipping documents and if Buyers’ bank guarantee is en cashed by the ship, Sellers shall be responsible for all damages, costs and consequences arising from their failure to present documents. Buyers shall inform Sellers immediately there is a claim against the guarantee and Sellers shall have the right to be joined in any legal action arising there from. Payment shall not be deemed to have been effected before receipt of cleared funds by the payee or his bank. If payment is agreed to be by bank transfer, the party shall effect payment to the payee’s bank on or before the due date for payment and payment instructions shall specify a value date not later than the second bank working day after the day of payment. Any monies due by either party to the contract to the other for final invoices and/or accounts for items on shipments fulfilling this contract shall be settled by either party without delay (except as otherwise provided under awards of arbitration or appeal as governed by the other provisions in the contract), and if not settled a dispute shall be deemed to have arisen which may be referred to arbitration.
13. INTEREST: If any payment is not made on or before the due date for payment, interest shall be payable. 99If there is no due date for payment, interest shall be payable if there has been an unreasonable delay in payment. Interest payable shall be appropriate to the 100currency involved. If the amount of interest is not mutually agreed, a dispute shall be deemed to exist which shall be settled by arbitration in accordance with 101theArbitrationClause. 102Nothing in this clause shall affect a party’s rights to invoke the provisions of the Default Clause in a case where a failure to effect timely payment could give rise 103to a claim under that clause. 104
14. CHARTER PARTY: If the Bill/s of Lading refer/s to a Charter Party then, if required by Buyers, Sellers shall provide a copy of the Charter Party. 105
15. UNASCERTAINED GOODS: In every instance where a parcel of goods sold by this contract forms an unidentified part of a larger identified quantity of 106goods of the same description, whether in packages or in bulk, no separation or distinction shall be necessary and, until separation and identification of the parcel 107sold hereby from the larger quantity has taken place, the Buyer of the parcel is a pro rata owner of the whole of the larger quantity in common with Seller/s and 108Buyer/s of other parts of the larger quantity. 109
16. DISCHARGE: The seed shall be discharged in accordance with the custom of the port or as customary for liners if so provided in the Bill/s of Lading and 110the Buyers shall take delivery when the ship is ready to discharge. If documents are tendered which do not provide for discharging as above or contain contrary 111stipulations as to discharge and/or demurrage, Sellers to be responsible to Buyers for all extra expenses incurred thereby. All working out from ship’s rail to be 112done for the account of the Buyers. Sellers have the right to superintend. The method of weighing the goods to be as customary at the port of discharge and the 113whole shipment to be weighed. 114
17. SAMPLING AND ANALYSIS: Representative samples of the seed shall be drawn during discharge in accordance with the method laid down in the 115Federation’sStandard ContractualMethodsList. Buyers’and Sellers’superintendentsshalldrawand sealconjointly 5 representativesetsof samplesfor analysis 116and/or arbitration purposes. 117Buyers or their representatives shall retain 2 sets of sealed samples and with due despatch send 1 set of sealed samples for analysis to an analyst in membership of 118the Federation and represented in the Oilseeds Section. Where contractual allowances apply, Buyers or their representatives shall instruct the analyst to carry out 119an analysis on each sample and to record the weighted average result, together with the number of analyses performed, on one certificate. Where no allowances 120apply, Buyers' superintendent shall mix the samples to form an aggregate sample on which the single analysis shall be carried out. The remaining 2 sets of sealed 121samples shall be retained by Sellers or their representatives. 122If Buyers fail to send a set of samples for analysis Sellers have the right to submit a set of samples and the results of this analysis shall stand as the first analysis. 123The analysis fee shall be equally divided between Sellers and Buyers. 124Buyersand Sellershave theright to claim, attheir own expense, asecond or third analysisfor any oneor more individualspecification. Theparty requesting such 125analysis shall, within 5 business days after receipt of the preceding analysis from the other party, notify the other party, arrange for a set of sealed samples to be 126sent to another analyst, inmembershipoftheFederationandrepresented intheOilseedsSection,andgive thenecessary instructions totheanalyst.If2analy¬127ses are made, the mean of the 2 results, and if 3 analyses are made, the mean of the 2 results closest to each other, as the case may be, shall be binding and 128form the basis for final settlement. Where the results of the 3 analyses are such that the above formula does not apply, the mean of the 3 shall be taken as 129final.130The party applying for an analysis shall notify the name of the Analyst to the other party if so requested. 131Parties shall pass on certificates of analysis with due despatch. 132Should either party fail to appoint a superintendent then the samples drawn by the superintendent present shall be the valid samples for the purposes of analysis 133and/or arbitration. 134Details of seals and labels shall be given on analysis certificates. 135The analyses shall be carried out in accordance with the methods laid down in the Federation’s Standard Contractual Methods List. 136All samples drawn under the terms of this contract when delivered to the Federation or to the analyst/s to become and be their absolute property. 137Thecertificate/sshallbear theFOSFAInternationalofficialseal. 138
18. PRO RATA:139
(a) Receivers Pro Rata 140Shouldanyoftheabove¬mentionedquantityformpartofalargerquantityofthesameordifferentperiodofshipmentandofsimilarquality,noseparation 141or distinction shall be necessary. 142All loose collected, damaged and sweepings and any excess or deficiency in the quantity delivered at the port of discharge, shall be shared by and 143apportioned pro rata between the various receivers thereof buying under contracts containing this clause, and any of them receiving more or less than 144his pro rata share or apportionment shall settle with the other or others of them for the same in cash at the market price on the last day of discharge 145(such price to be fixed by arbitration unless mutually agreed). 146In the event that an allowance is due from or to the Buyers in respect of any quality guarantees at discharge, same shall be settled on the basis of the 147actually delivered weight. 148
(b) Shippers Pro Rata 149In the event that the goods are or become commingled, and that the goods are shipped by more than one shipper and destined for one or more ports 150of discharge then, after adjustment between receivers if any under the terms of (a) above in this clause the Shippers shall settle pro rata between 151themselves in proportion to their Bill of Lading quantities. Such settlement shall be made in cash and in the event of two or more discharging ports 152being involved, then the settlement price shall be the average of the market prices on the last day of discharge in the respective ports (such price/s 153to be fixed by arbitration unless mutually agreed). 154All Shippers, Sellers and Buyers of any part of such larger quantity as aforesaid under contracts containing this clause shall be deemed to have entered into 155mutual agreement with one another to the above effect and to agree to submit to arbitration all questions and claims between them or any of them in regard to 156suchproratasharingorsettlementasaforesaidinaccordancewiththeRulesofArbitrationandAppealoftheFederation.AllShippers,SellersandBuyersshall 157give all reasonable assistance in ascertaining the pro rata. All Sellers shall be responsible for the settlement of the pro rata by the respective Buyers within a 158reasonable time. 159
19. DUTIES, TAXES, ETC: Allexportduties, taxes, levies, etc., presentor future in country of origin/portof shipmentshallbefor Sellers’account. 160Allimportduties, taxes, levies, etc., presentor future in portof discharge/country of destination shallbefor Buyers’account. 161Where the goods are entitled to free entry into or preferential duty in the port of destination named in this contract, Sellers shall furnish together with the shipping 162documents a Certificate of Origin and/or necessary document/s in the form valid at the time of shipment, otherwise Sellers shall be responsible for any extra duty 163incurred by Buyers through the non¬production of such Certificate and/or document/s. 164If the eventual country of destination is different from that named in the contract, then Sellers, at Buyers’ request, shall, if possible, supply the appropriate 165Certificate of Origin for the country of final destination. 166
20. NOTICES: Notices to bedespatched by any meansof rapid written communication. Allnoticesshallbeunder reservefor errors in transmission. Notices 167shallbepassed on with duedespatch by intermediateBuyersand Sellers. Any noticereceived after 16.00 hourson abusinessdayshallbedeemed to havebeen 168received on the following business day. Notice from a broker shall be a valid notice under this contract. 169
21. NON-BUSINESS DAYS: Should the time limit for doing any act or giving any notice expire on a Saturday, Sunday or any public holiday, in the country 170where the party required to do the act or give the notice resides or carries on business or in the country where the act has to be done or notice has to be received 171oronany day which theFederation shalldeclare to beanon¬businessday thetimeso limited shallbeextended untilthefirstbusinessday thereafter. Allbusiness 172daysshallbedeemed to end at16.00 hoursMondays to Fridays inclusive. Thecontractshipmentperiod not to beaffected by thisclause. 173
22. ODD DAYS: In any month containing an odd number of days the middle day shall be reckoned as belonging to both halves of the month. 174
23. FORCE MAJEURE: Should shipment of the goods or any part thereof be prevented at any time during the last 30 days of the contract shipment period by 175reason of Actof God, strikes, lockouts, riots, civilcommotions, firesor any other causecomprehended by thetermForceMajeureatport/sof loading or elsewhere 176preventing transport of the goods to such port/s, the time allowed for shipment shall be extended to 30 days beyond the termination of such cause, but should the 177contract shipment period be less than 30 days such extension shall be limited to the number of days allowed for shipment under the contract shipment period. 178Should such cause exist for a period of 60 days beyond the contract shipment period the contract or any unfulfilled part thereof so affected shall be cancelled. 179Sellers invoking this clause shall notify Buyers with due despatch. 180WhengoodsofaspecificoriginaresoldwiththeoptionofshipmentfromalternativeportsandshipmentfromallalternativeportsisnotpreventedSellersmayonly 181invoke this clause with regard to the specific port/s provided that the port/s has/have been notified to Buyers as the intended port/s of loading prior to or within 1827 days of the occurrence but if the occurrence commences within the last 7 days of the contract shipment period the port/s of loading to be notified not later than 183the first business day following the contract shipment period. Shipment after the contract shipment period shall be limited to the port/s so nominated. 184Buyers have no claim against Sellers for delay in shipment or cancellation under this clause provided that Sellers shall have supplied to their Buyers, if required, 185satisfactory evidence justifying delay or non¬fulfilment to establish any claim for extension or cancellation under this clause. In case of default after extension the 186default date shall be similarly deferred. 187
24. PROHIBITION: In the event, during the contract shipment period, of prohibition of export or any other executive or legislative act by or on behalf of the 188Government of the country of origin or of the territory where the port/s of shipment named herein is/are situate, or of blockade or hostilities, restricting export, 189whether partially or otherwise, any such restriction shall be deemed by both parties to apply to this contract and to the extent of such total or partial restriction to 190preventfulfilmentwhether by shipmentor by any other meanswhatsoever and to thatextent thiscontractor any unfulfilled portion thereof shallbeextended by 30 days. 191In the event of shipment during the extended period still proving impossible by reason of any of the causes in this clause the contract or any unfulfilled part thereof 192shall be cancelled. Sellers invoking this clause shall advise Buyers with due despatch. If required, Sellers must produce proof to justify their claim for extension or 193cancellation under this clause. 194
25. BANKRUPTCY/INSOLVENCY: If before the fulfilment of this contract, either party shall suspend payment, notify any of his creditors that he is unable 195to meet his debts or that he has suspended payment or that he is about to suspend payment of his debts, convene, call or hold a meeting of his creditors, propose a 196voluntaryarrangement,applyforanofficialmoratorium,haveanadministrationordermade,haveawindingupordermade,haveareceiverormanagerappointed, 197convene, call or hold a meeting to go into liquidation (other than for reconstruction or amalgamation), become subject to an Interim Order under Section 252 of 198the Insolvency Act 1986 or have a Bankruptcy Petition presented against him the contract shall forthwith be closed, either at the actual or estimated market price 199then currentfor similar goodsor, attheoption of theother party, ataprice to beascertained by re¬purchaseor re¬saleand thedifferencebetween thecontractprice 200and such closing¬out price shall be the amount which the other party shall be entitled to claim or shall be liable to account for under this contract. Should either 201party bedissatisfied with thepriceascertained by re¬purchaseor re¬sale, then thematter shallbereferred to arbitration. If no re¬purchaseor re¬saletakesplaceand 202if the parties cannot agree to a closing¬out price, then on application of either party, the closing¬out price shall be fixed by a sole arbitrator appointed by the 203Federation subjectto therightof appealunder theFederation’sRulesof Arbitration and Appeal. 204
26. CIRCLE: WhereaSeller repurchasesfromhisBuyer, or fromany subsequentBuyer, thesamegoodsor part thereof, acircleshallbeconsidered to existas 205regards the particular goods so repurchased, and the provisions of the Default Clause shall not apply. (For the purpose of this clause, the same goods shall mean 206goods of the same description, of the same country of origin, of the same quality and, where applicable, of the same analysis warranty for shipment to the same 207port/s of destination during the same period of shipment.) Different currencies shall not invalidate the circle. 208If the goods are not declared or, having been declared, documents are not presented as a result of a circle having been established, invoices based on the mean 209contract quantity shall be settled between each Buyer and his Seller in the circle by payment by each Buyer to his Seller of the excess of the Seller’s invoice 210amount over the lowest invoice amount in the circle. 211Where thecircleincludescontract/sexpressed in differentcurrencies, thelowestinvoiceamountshallbereplaced by themarketpriceon thefirstbusinessday for 212contractual shipment and invoices shall be settled between each Buyer and his Seller in the circle by payment of the difference between the market price and the 213relevant contract price in the currency of the contract. Failing amicable agreement the market price shall be that declared by a Price Settlement Committee of the 214Federation appointed for that purpose on application of either party. 215Such settlement shall be due for payment not later than 15 consecutive days after the last day for declaration or, should the circle not be established before the 216expiry of this time, then settlement to be due for payment not later than 7 days after the circle is established. No circle shall be considered to exist if its existence 217is not established within 45 days after the last day of shipment. 218All Sellers and Buyers shall give every assistance to the establishment of the circle and where a circle shall have been established same shall be binding on all 219parties to the circle. Should any party in the circle commit prior to the due date for payment any act comprehended in the Bankruptcy/Insolvency Clause, the 220invoice amount for the goods calculated at the closing¬out price as provided for in the Bankruptcy/Insolvency Clause, shall be taken as the basis for settlement 221instead of the lowest invoice amount in the circle, and in this event each Buyer shall make payment to his Seller or each Seller shall make payment to his Buyer 222of the difference between the closing¬out price and the contract price, as the case may be. 223In theeventof aclaimunder theProhibition Clauseor theForceMajeureClause thedatefor settlementshallbedeferred untiltheexpiry of theextended shipment 224period. Thereafter, if the contract is cancelled under the terms of the Prohibition Clause or the Force Majeure Clause, this clause is not applicable. 225
27. DEFAULT: In default of fulfilment of this contract by either party, the other party at his discretion shall, after giving notice, have the right either to cancel 226the contract, or the right to sell or purchase, as the case may be, against the defaulter who shall on demand make good the loss, if any, on such sale or purchase. If 227the party liable to pay shall be dissatisfied with the price of such sale or purchase, or if neither of the above rights is exercised, the damages, if any, shall, failing 228amicablesettlement,bedeterminedbyarbitration.Thedamagesawardedagainstthedefaultershallbe limited tothedifferencebetween thecontractpriceand the 229actual or estimated market price on the day of default. Damages to be computed on the mean contract quantity. If the arbitrators consider the circumstances of the 230default justify it they may, at their absolute discretion, award damages on a different quantity and/or award additional damages. 231Prior to the last day for making a declaration of shipment a Seller may notify his Buyer of his inability to ship but the date of such notice shall not become the 232default date without the agreement of the Buyer. If, for any other reason, either party fails to fulfil the contract and is declared to be in default by the other party 233anddefaultiseitheragreedbetweenthepartiesorsubsequentlyfoundbyarbitrators tohaveoccurred, thenthedayofthedefaultshall,failingamicablesettlement, 234be decided by arbitration. 235
28. DOMICILE: This contract shall be deemed to have been made in England and the construction, validity and performance thereof shall be governed in all 236respects by English Law. Any dispute arising out of or in connection therewith shall be submitted to arbitration in accordance with the Rules of the Federation. 237The serving of proceedings upon any party by sending same to their last known address together with leaving a copy of such proceedings at the offices of the 238Federation shall be deemed good service, rule of law or equity to the contrary notwithstanding. 239
29. INTERNATIONALCONVENTIONS: The following shall not apply to this contract:— 240
(a) theUniformLawon Salesand theUniformLawon Formation to which effectisgiven by theUniformLawson InternationalSalesAct1967; 241
(b) the United Nations Convention on Contracts for the International Sale of Goods of 1980; 242
(c) the United Nations Convention on the Limitation Period in the International Sale of Goods of 1974 and the amending Protocol of 1980. 243
30. ARBITRATION: Any dispute arising out of this contract, including any question of law arising in connection therewith, shall be referred to arbitration in 244London (or elsewhere if so agreed) in accordancewith theRulesof Arbitration and Appealof theFederation of Oils, Seedsand FatsAssociationsLimited, in force 245at the date of this contract and of which both parties hereto shall be deemed to be cognizant. 246Neither party hereto, nor any persons claiming under either of them, shall bring any action or other legal proceedings against the other of them in respect of any 247such disputeuntilsuch disputeshallfirsthavebeen heard and determined by thearbitrators, umpireor Board of Appeal(as thecasemay be), in accordancewith 248theRulesof Arbitration and Appealof theFederation, and itishereby expressly agreed and declared thattheobtaining of an Award from thearbitrators, umpire 249orBoard of Appeal(as thecasemay be), shallbeacondition precedent to therightof either party hereto or of any person claiming undereither of them to bring 250any action or other legal proceedings against the other of them in respect of any such dispute. 251