Common use of Applicable Laws and Rules Clause in Contracts

Applicable Laws and Rules. 2.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and Client hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Hong Kong. This Agreement, all rights, obligations and liabilities under this Agreement and all contracts and all transactions contemplated hereunder shall enure to the benefit of, and bind CES Capital (HK), CES Capital (HK)’s successors and assigns, whether by merger, consolidation or otherwise, as well as Client and the heirs, executors, administrators, legatees, successors, personal representatives and permitted assigns of Client. 2.2 Client’s instructions and all Futures Contracts and Options Contracts entered into by CES Capital (HK) on behalf of Client shall be subject to : 2.2.1 the terms and conditions of this Agreement; 2.2.2 CES Capital (HK)’s procedures and policies, in effect from time to time, with respect to the operation and maintenance of client accounts. 2.2.3 all applicable laws, rules and regulations of government agencies and statutory bodies of competent jurisdiction including, without limitation, the Ordinance; and 2.2.4 the constitution, rules, regulations, customs, usages, rulings and interpretations then in force of the exchange or market and its Clearing House, if any, where the transactions are executed by CES Capital (HK) or its agents (including but not limited to the HKFE Procedures, HKFE Regulations, HKFE Rules and Clearing House Rules); 2.3 Any unresolved dispute between CES Capital (HK) and Client shall be settled by arbitration in accordance with the provisions of the arbitration rules of The Hong Kong International Arbitration Centre or (without limitation to the foregoing) in any other arbitral forum, provided that CES Capital (HK) only, in the sole discretion or CES Capital (HK), may at any time before the hearing of the arbitration give notice to Client in writing that CES Capital (HK) veto either the arbitral forum or the arbitration of such dispute. The sole obligation of either CES Capital (HK) or Client under any claim in court of law by the other shall be to pay such sum as may be awarded under arbitration pursuant to this clause, except where CES Capital (HK) shall have vetoed such arbitration. Any award resulting from such arbitration shall be final, and a judgment upon the award rendered may be entered in any court having jurisdiction. 2.4 Notwithstanding the foregoing, if there shall be any conflict or inconsistency between any of the provisions of this Agreement and any of the provisions of the aforesaid constitution, rules, regulations and applicable laws, the latter shall prevail. Any provision in this Agreement which is declared by any court or tribunal of competent jurisdiction to be illegal invalid or unenforceable for any reason in any jurisdiction shall be ineffective only to the extent of such illegality, invalidity or unenforceability and shall, to the maximum extent permitted by law, be severed from this Agreement and shall not affect the force, effect and validity of the remaining provision hereof or the force, effect and validity of such provision in any other jurisdiction. CES Capital (HK) may, in its absolute discretion, take or refuse to take any action or demand that Client shall take or refrain from taking any action to ensure compliance with the same. 2.5 Without prejudice to the aforesaid, Client acknowledges that his or its attention has been specifically drawn to the provisions of part XIII and part XV of the Ordinance as amended from time to time. Client is reminded that he or it alone is responsible for complying or ensuring compliance with any duty or obligation which arises under the Ordinance in respect of anything done, or which Client requests to be done, on his or its behalf by CES Capital (HK). Client confirms that Client is aware of the provisions contained in the Ordinance and that Client will at all times observe, or ensure that they are observed, so as to ensure that no breach or infringement of the Ordinance is caused as a result of anything done or proposed to be done by CES Capital (HK) acting on Client’s directions or instructions.