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account the extension or extensions in respect of which such default shall occur. The Northern Company further undertake to extend their line to Japan before the end of the year 1872, unless prevented by the Japanese Government or other force majeure, and in that case, so soon thereafter as possible.
5. The Northern Company shall, at their own expense, maintain and keep in good working order the Shanghai Cable, and in case of interruption or accident shall repair the same with all possible expedition. The Northern Company shall also provide, maintain and repair the Land Lines, if any necessary, for connecting the Shanghai Cable with the several stations thereof, but any breach of this article of the agreement shall not entitle the China Company to claim damages against the Northern Company, or to any other right except to give notice to terminate this agreement under Article 15 hercof.
6. The Shanghai Cable shall be worked in an efficient manner by and at the expense of the Northern Company, who shall provide and pay proper and efficient operators and staff for this purpose, and shall provide and maintain at their own expense the requisite instruments and apparatus.
7. The Northern Company and the China Company shall purchase or rent a suitable building at Hong Kong as the joint Station there for the two Com- panies, with separate receiving offices therein for each Company, and the purchase money, rent, repairs, taxes and other incidental expenses of such Station shall be equally divided between the two Companies. The Northern Company shall, at Shanghai and every other Station of the Shanghai Cable, provide in their own offices suitable office accommodation for the China Company, including a proper receiving office which shall be in all respects, or as nearly as may be, similar to the receiving office of the Northern Company at such Station, and the China Com- pany shall pay to the Northern Company for such office accommodation such an annual sum or sums as, failing agreement, shall be settled by the arbitration of two Merchants at each Station, one to be nominated by each Company, or their Umpire, who shall have power to settle only the amount to be paid by the China Company for the said office accommodation at such Station.
8. All messages which the China Company or their agents shall hand over at any Station of the Northern Company in China or Japan, except Hong Kong, to the Northern Company for transmission shall, without further address or direction, be sent and delivered by the latter Company to the Agent of the China Company at Hong Kong, and all messages which the China Company shall hand over to the Northern Company at Hong Kong, destined for the North of China or Japan, shall be regularly delivered, and in both cases in the order of receipt without any preference or partiality, as between messages received from the China Company and messages received from other parties, and at the ordinary rate of tariff.
9. The agents or representatives of the China Company at each Station of the Shanghai Cable shall have free access to the offices of the Northern Company, at such station, for the purpose of seeing that the business at such Station is carried on without preference or partiality, and in accordance with the terms of this agreement.
10. The gross receipts arising in each year from the Shanghai Cable, including the proportions of through tariff, attributable to the Shanghai Cable, sball, subject only to the deduction mentioned in this article, be divided equally between the two Companies. Before such division of receipts the sum of £15,000 shall be deducted and allowed to the Northern Company in respect of the expenses of construction, working and maintaining the Shanghai Cable.
11. The Tariff for Messages passing through the Shanghai Cable shall be agreed upon from time to time between the said Companies, or failing agreement, shall be determined by arbitration as hereinafter mentioned. But until other- wise agreed such tariff shall be fifteen shillings sterling for 10 words, and twenty- five shillings sterling for 20 words.
12. Proper accounts of the traffic receipts of or attributable to the
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Shanghai Cable, shall be kept by the Northern Company in separate books, which shall be open at all times to the inspection and verification of the China Company. A proper abstract of such accounts shall be made up monthly and delivered to the China Company, within 14 days after the end of each month, shewing the gross receipts of such month, and after deduction of £1,250 (being one twelfth part of the said sum of £15,000 to be allowed to the Northern Com- pany as aforesaid) a moiety of the balance of such gross receipts, shall at the expiration of such 14 days, be paid over to the China Company.
13. In case the gross receipts in any month after the opening of the line of the Shanghai Cable shall be insufficient to allow of the deduction of the said sum of £1,250, the deficiency may be deducted by the Northern Company from any subsequent monthly receipts, in addition to the £1,250 for each of such subsequent months.
14. The China Company will use their best endeavours to establish through rates from the different stations on their own lines and other lines working in connection with them, to the different stations of the Northern Company in China and Japan, and the Northern Company will likewise use their best endeavours to establish through rates from their different stations in China and Japan, to stations on the said lines beyond Hong Kong.
15. In case the Northern Company shall fail to complete their said Line from Shanghai to Hong Kong, as prescribed in Article 1, or shall fail for six months to take the necessary efficient and bona fide steps to repair any inter- ruption which may occur in the cable, or shall fail for 15 months, or such extended period as next hereinafter mentioned, effectually to repair any such interruption, provided always that if such last mentioned default shall be caused by force majeure the said period of 18 months shall be extended for such time as shall by such force majeure he rendered necessary, then and in any or either of such cases the China Company may by notice in writing determine this agreement, and in that event the Northern Company agree that they will not interfere nor compete with any cable thereafter to be laid by the China Company between IIong Kong and Shanghai.
16. This Agreement may in like manner and with the like consequences
as are provided by the preceding clause, be determined by either of the said Companies (without prejudice to any other right), in case either Company shall wilfully break any of the terms of this Agreement such notice as aforesaid to be left at the chief office in London of the defaulting Company.
17. Any difference arising between the parties hereto touching the con- struction of these presents or any of the matters herein contained shall be referred to the arbitration of three arbitrators, one to be appointed by each party by writing, under their common seal, and the third to be chosen by such two arbitrators before they enter upon the matters referred, and the decision of such three arbitrators or any two of them shall be binding and conclusive, in case either party shall fail for 14 days after notice in writing to appoint an arbitrator, the difference shall be referred to arbitration, in accordance with the provisions of the Railway Company's Arbitration Act, 1859, unless otherwise agreed, every uch arbitration shall be held in London.
18. In case the China Company shall not complete and lay their intended cable from Singapore to Hong Kong before the 30th day of June, 1871, the interest of the China Company in the joint receipts, as "bereinbefore provided, shall be suspended until such cable shall be completed and laid, and in case such cable shall not be completed and laid before the end of the year 1872, the Northern Company may, by notice in writing, determine this Agreement.
19. This Agreement, unless determined under the provisions hereinbefore contained, shall continue for the term of 30 years.
20. This Agreement shall, as respects the China Company, be subject to confirmation by the China Company in General Meeting.
IN WITNESS whereof the Secretary of the China Company hath, by order of the Board, hereunto set his hand, and the Directors of the Northern Company have also hereunto set their hands the day and year first above written.
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