Global Trade and Customs Journal

Publisher Kluwer Law InternationalP.O. Box 3162400 AH Alphen aan den RijnThe Netherlands

General EditorJeffrey L. Snyder, Crowell & Moring, Washington, DC

Corporate Counsel and Book Review EditorDr Michael Koebele, LL.M., General Manager – Legal (Europe),Kia Motors Europe GmbH

Interview EditorJohn B. Brew, Crowell & Moring, Washington, D.C.

DistributionIn North, Central and South America,sold and distributed by Aspen Publishers Inc.7101 McKinney CircleFrederick MD 21704United States of America

In all other countries, sold and distributed byTurpin DistributionStratton Business ParkPegasus Drive, BiggleswadeBedfordshire SG18 8TQUnited Kingdom

SubscriptionsGlobal Trade and Customs Journal is published monthly.Subscription prices for 2014 [Volume 9, Numbers 1through 12] including postage and handling:Print subscription prices: EUR 603/USD 804/GBP 443Online subscription prices: EUR 559/USD 744/GBP 411

This journal is also available online atwww.kluwerlawonline.com. Sample copies and otherinformation are available at www.kluwerlaw.com.For further information please contact our salesdepartment at +31 172 641562 or atsales@kluwerlaw.com.

AdvertisementsFor advertisement rates please contact Marketing Department Kluwer Law InternationalPO box 162400 Alphen aan den RijnThe NetherlandsTel: (int.) + 31 172 641 548

Copyright© 2014 Kluwer Law International

ISSN: 1569-755XAll rights reserved. No part of this publication may bereproduced, stored in a retrieval system, or transmitted inany form or by any means, mechanical, photocopying,recording or otherwise, without prior written permission ofthe publishers.

Permission to use this content must be obtained from thecopyright owner. Please apply to: Permissions Department,Wolters Kluwer Legal, 76 Ninth Avenue, 7th floor,New York, NY 10011, United States of America.E-mail: permissions@kluwerlaw.com.

Visit our website at www.kluwerlaw.com

[E] Copyright

article.

Editorial Board

Edwin Vermulst, VVGB Advocaten, Brussels, Belgium, Immediate Past General EditorLourdes Catrain, Hogan Lovells, Brussels, BelgiumPatricio Diaz Gavier, Sidley Austin LLP, Brussels, BelgiumLaura Fraedrich, Kirkland & Ellis, Washington, DCGary Horlick, Law Offices of Gary N. Horlick, Washington, DCArnaud Idiart, Corporate Export Control Advisor of EADSs HQ and affiliates in FranceJesse G. Kreier, Counsellor and Chief Legal Officer, Rules Division, World Trade OrganizationMichael Lux, Graf von Westphalen, Brussels, BelgiumTimothy Lyons QC, LondonJean-Michel Grave, Head of Unit ‘Customs Legislation’ European Commission, BrusselsJames J. Nedumpara, Jindal Global Law School, IndiaFernando Piérola, ACWL, Geneva, SwitzerlandDavide Rovetta, Grayston & Company, Brussels, BelgiumCliff Sosnow, Fasken Martineau, Ottawa, CanadaPaolo R. Vergano, FratiniVergano, Brussels, BelgiumDr Carsten Weerth, Main Customs Office Bremen; Lecturer for International Trade Law, Jacobs University BremenSamuel X. Zhang, SZ Legal, Hong Kong

The Condition of Sale for the Purposes of Royalty-BasedAdjustments under Article 8 of the GATT ValuationAgreement

Julio Carlos Lascano*

Every so often, a sale of goods is related to the transfer ofcertain intellectual property rights to the buyer by eitherthe seller or a third party. In cases such as these, inaddition to the price agreed for the goods, the buyer isrequired to pay an additional sum of money, calledroyalties, as compensation for the right to use thatintellectual creation. For instance, the buyer of athleticfootwear of certain very-well known brand names willusually have to pay not just the agreed price of the goodsbut also an additional sum of money for the right tomarket them under a registered trademark.

Where intellectual property rights, which areintangible, are related to imported goods, a problem arisesof determining whether, for custom purposes, the royaltiespaid by the buyer should or should not be added to thegoods’ price in order to calculate the customs value.Article 8.1(c) of the Agreement on Implementation ofArticle VII of the GATT 1994 (hereinafter, theAgreement) provides that, in order to determine thecustoms value under the provisions of Article 1, theremust be added to the price actually paid or payable forthe imported goods the ‘royalties and licence fees related to thegoods being valued that the buyer must pay, either directly orindirectly, as a condition of sale of the goods being valued, to theextent that such royalties and fees are not included in the priceactually paid or payable’.

The Agreement, which World Trade Organization(WTO) countries are required to follow, has beenintroduced in the exact same or similar terms into the

domestic legislation of, or regional agreements signed by,those countries.1

For the adjustment to apply, royalties must satisfy twoessential requirements: first, they must relate to theimported goods; second, the buyer must pay the royaltiesdirectly or indirectly to satisfy a condition of the sale ofthe goods. This is as much as can be inferred from areading of the Agreement, according to Sherman andGlashoff, because there is no other subject in this legalinstrument which has been left to interpretation orimplementation to an extent such as this one, or one inregard to which there is so little to be inferred via a literalinterpretation of the language used in the Agreement.Some critics maintain that the matter was not sufficientlyexplored by the drafters of the Agreement, perhaps owingto the fact that it was belatedly addressed during theGeneva negotiations and the various governments were insubstantial disagreement on the subject.2

Defining when the payment of royalties is a conditionof sale and, in particular, who can and how they canimpose the condition such that the requirementestablished in Article 8(1)(c) of the Valuation Agreementis satisfied are the main issues addressed by expertcommentators and courts from different countries.

Following Sherman and Glashoff’s line of reasoning,some authors believe3 that the payment of royalties is acondition of sale when, absent such payment, the goodswould not have been sold or, at the very least, would nothave sold for the same price. The European Customs Code

Notes* Julio Carlos Lascano, Esq. (E-mail: jcl@carena.com.ar) is a partner at the Estudio Carena & Asociados law firm in Buenos Aires, Argentina. Among other works, he has

authored the book ‘El valor en Aduana de las Mercancías Importadas’ [The Customs Value of Imported Goods], the second edition of which was published by Edit. Buyatti,Buenos Aires, 2007. He was President of Instituto Argentino de Estudios Aduaneros [Argentine Institute for Customs Studies] and is a co-founder of the International CustomsAcademy Law (ICLA).

1 United States, 19 USC §1401 (b)(1)(D); Canada, Customs Act, s. [48][5](iv); European Union, Art. 32. 1 (c) of the European Community Customs Code (Council Regulation(EEC) No. 2913/92 of 12 Oct. 1992).

2 Saul L. Sherman & Hinrich Glashoff, Customs Valuation, Commentary on the GATT Customs Valuation Code 123 (ICC Publishing Co. 1980).3 Pablo González Bianchi, El valor en aduana. La valoración de las mercancías en el sistema GATT/OMC [Customs Value. Valuation of Goods under the GATT/WTO System] 291

(Montevideo 2003); Daniel Zolezzi, La valoración en aduana de la ley 23.311 [Customs Valuation under Act No. 23.311] 166 (Buenos Aires 1987).

COMMENTARY

430Global Trade and Customs Journal, Volume 9, Issue 9© 2014 Kluwer Law International BV, The Netherlands

Committee noted that the question to be answered is noneother than finding out whether the seller would beprepared to sell the goods without a royalty or license feepayment.4 On the contrary, according to the Canadiancustoms agency,5 the issue lies in whether the seller mayrefuse to deliver the goods or repudiate the sales contract ifthe buyer fails to pay the royalty – a line of reasoningestablished by the Canadian Supreme Court in the famouscase of Mattel.6 According to the Supreme Court ofCanada, a third party different from the seller may notdemand payment of a royalty as a condition of the sale asthe Canadian customs agency claimed based on the phrase‘directly or indirectly’ in section 48.5(a)(iv) of Canada’sCustoms Act, which fully repeats the language of Article8.1(c) of the Agreement. The grammatical role of adverbssuch as ‘directly’ or ‘indirectly’ is to modify the verb; inthe case at hand, it is clear that such adverbs only modifythe verb ‘to pay’ to mean that the royalties paid to thirdparties are also subject to said provision, but in no way canthey modify the noun ‘condition’. Consequently, accordingto the Court, the condition of sale can only be set by theseller, never by a third party, even if that third party isrelated to the seller.

In principle, because a sales contract is a two-sidedagreement between a buyer and a seller whereby the latterprovides certain goods in exchange for the price agreedwith the buyer, the only person who, from a formalperspective, may establish conditions of sale is the seller.However, economic reality suggests that, in certain cases,the seller would not be willing to sell the goods if thebuyer, in turn, were unwilling to agree to pay the licensefees, not to the seller but to a third party related to theseller. European community regulations allow a conditionof sale to be established by either the seller or a personrelated to the seller.7

This problem takes us into an analysis of impliedconditions of sale, i.e., conditions which are not expresslystated in the contract of sale but arise as a reasonableinference from economic reality. From this standpoint, acondition of sale might not be written into a contract ofsale or the license agreement for intellectual propertyrights but might be inferred from the existence of arelationship, in the sense of Article 15.4 of theAgreement, between the seller and the licensor.

1 SALES CONTRACTS AND LICENSE

AGREEMENTS BETWEEN THE SAME PARTIES

Where, in a contract of sale, the buyer undertakes theobligation not just to pay the price of the goods but alsoto pay royalties to the seller (direct payment) or to a thirdparty (indirect payment), payment of such royalties is, inprinciple, a condition of sale that satisfies the requirementlaid down in the above-discussed Article 8.1(c),8 whichcondition may be disproven if the buyer can demonstratethat the goods could be purchased at the same price billedby the seller without acquiring the license rights and,naturally, without paying royalties.

Most international courts and commentators find thatthe situation is the same when the same parties choose toenter into separate license and sales contracts. However,some contrary opinions also exist on the subject. TheCanadian Federal Court, for instance, heard a caseinvolving a contract of sale (purchase order) that did notmake provision for the payment of royalties, and, on theother hand, a trademark license agreement that made noreference whatsoever to the contract of sale either. Bothcontracts had been signed by the same parties, which wererelated parties. The Canadian customs agency argued that,insofar as the seller and licensor where one and the sameperson, and even though no formal or written connectionexisted between the purchase order and the royaltiescontract, commercial reality makes it reasonable to assumethat the seller would refuse to sell the goods withoutroyalties, and payment thereof was, thus, a condition ofsale. The Court rejected the economic reality argument. Itaccepted that, in the future, the seller might perhapsrefuse to continue to sell under the circumstancespresented by the customs authority, and it also found itlikely that the buyer, if trying to make new purchases inthe future, would be required to sign a sales contractwhere the seller would include the payment of royalties asa condition of sale, including even the obligation to payroyalties due on account of the prior contract. It did,however, conclude that the condition of sale referred to inthe customs act is not a presumption that the seller mightin the future refuse to sell other goods to a purchaser whofails to pay royalties, but a refusal to sell the goods soldunder a pre-existing contract that predated the non-

Notes4 TAXUD/800/2002-EN, Commentary No. 3, §12.5 Canada Customs and Revenue Agency, Memorandum D13-4-9, 25/11/03.6 Supreme Court of Canada, Canada (Deputy Minister of National Revenue) v. Mattel Canada Inc., 7/6/01 (2001) SCC 36, File No. 27174, (2001) 2 S.C.R., para. 67.7 Article 160 of the Regulation [implementing] the European Community Customs Code (Commission Regulation (EEC) No. 2.454/93 of 2 Jul. 1993).8 In Advisory Opinion 4.10, the Technical Committee on Customs Valuation examined the case of an importer buying clothes from a manufacturer who is also the owner of a

trademark related to certain comic strip characters. Under the licence agreement between the importer and manufacturer, the clothes are manufactured by the latter, who,prior to their importation, also stamps them with the trademark and the characters’ likeness. The importer is also required to pay, in addition of the price of the clothes, alicensee fee calculated as a percentage of the net sales price of the clothes imported under said conditions. The Technical Committee found that the payment of a licensee feefor the right to resell imported clothes bearing trademark-protected elements is a condition of sale and is related to imported goods, as these cannot be purchased without thecharacters’ likeness and the trademark. Accordingly, the royalties are to be added to the sales price to determine the customs value.

The Condition of Sale for the Purposes of Royalty-Based Adjustments under Article 8 of the GATT Valuation Agreement

431

payment. It further noted that, even if the parties to bothcontracts were the same, this did not necessarily mean thatthe obligations laid down in one would becomeobligations under the other, as this would depend on thelanguage used in the contracts. The Court found that theroyalties paid by the buyer to the seller of the goods undera license agreement signed between the same partiesseparately and unrelated to the sales contract are not addedto the customs value of imported goods.9

We disagree on this approach, which certainly drewinspiration from an interpretation that prioritizes formsand appearances in contracts over economic reality andmight be easily used to avoid custom duties through anabuse of forms. If the parties agree on the payment ofroyalties through a contract separate from the salescontract, then the payment of royalties is a condition ofsale, as economic reality allows a founded assumption thatthe seller would be unwilling to provide the goods withthe brand name under which they will be marketed in thecountry of importation, for instance, if the buyer had notsigned the license agreement, thereby evidencing a willing-ness to pay for the right to use the trademark registered bythat very same seller. In this case, the burden of provingotherwise, i.e., providing proof that the buyer could purchasethe goods without acquiring the intellectual property rights,paying for them the same price as was agreed with the seller,would lie with the buyer. Such proof would operate asconclusive evidence that the payment of royalties is not acondition of the sale of the goods.

Along the same lines, the World Customs Orga-nization’s Technical Committee made the followingobservation on the subject:

The mere fact that the parties decided to lay down theiragreement for the payment of royalties or license fees ina separate contract does not affect the fundamentalaspects of the commercial terms between the buyer andthe seller regarding the imported goods. If the sellerwill not sell the goods for export to the buyer unlessroyalties or a license fee are paid, or if the buyer cannotpurchase or import the goods that are the subject-matter of valuation, on a legal and definitive basis,unless royalties and license fees are paid, then theobligation to make payment is a condition of the sale ofthe goods in question.10

2 SEPARATE SALES CONTRACTS AND LICENSE

AGREEMENTS BETWEEN RELATED PARTIES

This analysis takes a more complex turn when the licensoris a person different from the seller of the goods, and thequestion to be answered in such cases is whether the salecan be deemed to be conditional upon the payment ofroyalties, taking the fact that the seller is not a party tothe license agreement into consideration. It is generallyaccepted that, where a relationship exists between theseller and the licensor in the sense of Article 15.4 of theAgreement, payment of the royalties and license feeswould be an implied condition of the sale of the goods,even if not actually written into the contract.11

According to the Customs Code Committee, when theroyalties are paid to a third party directly or indirectlyexercising control over the manufacturer, which allows apresumption that they are related in the sense of Article 15.4of the Agreement, payment of the royalties can be deemed tobe a condition of the sale,12 and, in order to determinewhether control is exercised by a person over another, the fol-lowing situations must be looked for: (a) the licensor selectsthe manufacturer and specifies it for the buyer; (b) there is adirect contract of manufacture in place between the licensorand the seller; (c) the licensor exercises actual control eitherdirectly or indirectly over the manufacture (as regards centresof production and/or methods of production); (d) the licensornominates/restricts who the producer can sell their goods to;(e) the licensor sets conditions relating to the price at whichthe manufacturer/seller should sell their goods or the price atwhich the importer/buyer should resell the goods; (f) thelicensor has the right to examine the manufacturer’s orthe buyer’s accounting records; (g) the licensor designates themethods of production to be used/provides designs, etc.; (h)the licensor designates/restricts the sourcing of materials/components; (i) the licensor restricts the quantities that themanufacturer may produce; (j) the licensor does not allow thebuyer to buy directly from the manufacturer, but, throughthe licensor who could as well act as the importer’s buyingagent; (k) the manufacturer is not allowed to producecompetitive products (non-licensed) without the consent ofthe licensor; (l) the goods produced are specific to the licensor(i.e., in their conceptualization/design and with regard to thetrade mark); (m) the characteristics of the goods and thetechnology employed are laid down by the licensor.

Notes9 Federal Court of Canada, Reebok Canada, a division of Avrecan International v. The Deputy Minister of National Revenue for Customs and Excise, 10/4/02, (2002) F.C.A.133.10 WCO, Technical Committee, Information Document, Brussels, 10/12/96.11 The Contentious Division of the Madrid Supreme Court found the relationship between the parties to be sufficient evidence that payment of the royalties is a condition of the

sale of the goods. In re Warner Music Spain, S.A., (formerly WEA Records S.A.), judgment of 17 Nov. 2006, said Court held: ‘In addition to the above, there is also theessential fact that both Record and Warner Music are affiliates (the former being a German affiliate and the latter a Spanish affiliate) of U.S.’s Wea International Inc., which iswhy sales by the former to the latter cannot be independent from the obligations between the parent company and the Spanish affiliate.’

12 TAXUD/800/2002-EN, Conclusion 24: Royalties and licence fees.

Global Trade and Customs Journal

432

According to the Committee, together, these factors,which go beyond mere quality controls by the licensor, areindicative of a relationship in the sense of Article143(d)(1)(e) of the Regulation13 and, accordingly, thepayment of royalties would be a condition of sale underthe provisions of Article 160 of the Regulation. TheCommittee has also pointed out that other indicativefactors may exist in certain specific cases, and not all suchfactors carry the same weight, as some are more evidentindicators that the licensor exercises restraint or directionover the manufacturer or seller, which is why they may, ontheir own, be a condition of sale.14 The same conclusion isarrived at where any of the other relationship situationsprovided for in Article 15(4) exists.

2.1 Treatment in Argentina

More recently, Argentina’s Supreme Court of Justice hearda case involving an importer who, in turn, was a carsmanufacturer, and acquired from a related seller certainspares parts, pieces and accessories that are necessary tomanufacture the vehicles. Both parties to the salescontracts were, on the other hand, related to the licensor ofthe trademark and know-how for the cars’ manufacturing.In the Court’s opinion, the importer failed to disprove thecustoms agency’s claim that the payment of royaltiesunder the license agreement is a condition of sale underArticle 8.1(c) of the Agreement, since the manufacturingof a car under that brand name required the importation ofparts and pieces that could only be provided by companiesbelonging or related to the same group, as the licensedproduct that led to the payment of royalties could not beotherwise obtained. The Court found that, withoutquestion, the imported goods are part of the productionprocess leading to the end product based on which thelicense fee is calculated, at 2% of the net sales value of theproducts, and that such finding was supported by the factthat the importer had failed to prove that the endproducts, which were subject to the license, could beobtained by acquiring the parts and accessories from third-party providers independent of the licensor.15

The Supreme Court’s ruling endorses the argumentthat, unless otherwise demonstrated, transactions with alicensor who is related to the seller are indicative of thefact that the sale of goods is implicitly conditional uponthe payment of royalties, unless the buyer can actually

prove that the goods could be obtained from independentproviders. Much will depend on whether, under the licenseagreement, the buyer is allowed to use certain intellectualproperty rights, such as trademarks, for instance, both ifthe goods are purchased from a seller who is related to thelicensor or from an independent third party.16

3 SEPARATE SALES CONTRACTS AND LICENSE

AGREEMENTS BETWEEN UNRELATED PARTIES

A different situation exists where the sale is agreed with aseller who is unrelated to the licensor and to whom noobligation exists to pay royalties. In any such case there isno assuming an implied condition of sale based on theeconomic reality that arises, as already discussed, from theinvolvement of one and the same person as seller andlicensor in separate contracts, or the involvement of relatedparties. The Technical Committee reviewed somesituations of this kind in various documents,17 where thecommon factor is the fact that a third party is paidroyalties as a result of an agreement exclusively signedwith the buyer, and the seller sets no condition at allregarding the payment of such royalties. The buyer actsindependently and reaches an independent agreement withthe licensor. The Technical Committee found that, in thecases under analysis by it, the royalties are not part of thecustoms value.18

However, we should not outright rule out the possibility ofa condition of sale being implied in any such cases, evenwhere there is no relationship between the licensor of theintellectual property rights and the seller, provided, thatthere are sufficient convincing elements in the contracts andother documents in place between the parties. In a recentdocument approved as guidance regarding the interpretationand application of Article 8.1.(c) of the Agreement in caseslike the one under analysis, the Technical Committee identi-fied a series of factors that might be evidence of that type ofcondition. Where the condition of sale does not include anexplicit statement that the buyer is to pay the royalties orlicense fee as a condition of sale, other factors must beexamined in order to determine whether payment ofthe license fee is a condition of sale. Among such factors, theCommittee pointed out the following: (a) there is a referenceto the royalty or license fee in the sales agreement or relateddocument; (b) there is a reference to the sale of goods in thelicense agreement; (c) according to the terms of the sales

Notes13 Article 143-1. For the purposes of this Title II, Ch. 3 of the Code and of this Title, persons shall be deemed to be related only if: […] (e) one of them directly or indirectly

controls the other; […]. This provision is similar to Art. 15(iv)(e) of the Agreement.14 TAXUD 800/2002/EN, Conclusion 24: Royalties and licence fees.15 CS, Ford Argentina S.C.A. (TF 21950-A) v. DGA, 28/5/13. It should be mentioned that the licence agreement in that case included specific, quantifiable data regarding the

portion of the royalties to be paid by the licensee to the licensor in connection with the imported goods.16 WCO, Technical Committee, Advisory Opinion 4.2.17 WCO, Technical Committee, Advisory Opinions 4.3, 4.8,, and 4.13.18 WCO, Technical Committee, Doc. VT0082E1, Annex C, # 16, 3/3/00.

The Condition of Sale for the Purposes of Royalty-Based Adjustments under Article 8 of the GATT Valuation Agreement

433

agreement or the royalty or license agreement, the salesagreement can be terminated as a consequence of breachingthe license agreement because the buyer does not pay theroyalty to the licensor; (d) there is a term in the royalty orlicense agreement that indicates if the royalties or license feesare not paid, the manufacturer is forbidden to manufactureand sell the goods incorporating the licensor’s intellectualproperty to the importer; and (e) the royalty or license agree-ment contains terms that permit the licensor to manage theproduction or sale between the manufacturer and importer(sale for export to the country of importation) that go beyondquality control.19

As is evident, in these cases the contracts include director indirect references to the payment of royalties, a factorevidencing that the sale is somehow conditional upontheir payment; naturally, this is a rebuttable presumption.

4 CONCLUSIONS

In our opinion, the payment of royalties is a condition ofthe sale of imported goods where such payment isexpressly provided for in the sales contract or where it isotherwise evidenced by the economic reality through factssuch as the execution of separate sales and licenseagreements between the same parties in connection withthe same goods, with the seller under one contract beingthe licensor of rights under the other, and the buyer andlicensee of the rights being one and the same person, orwhere a relationship exists between a licensor and a sellercontracting with the same buyer.

In all such cases, proof to the contrary can be producedto establish that the buyer could actually purchase thegoods without paying the royalties.

Notes19 WCO, Technical Committee, Commentary 25.1.

Global Trade and Customs Journal

434

Author Guide

[A] Aim of the Journal

Global Trade and Customs Journal provides readers with new ideas, fresh insights, and expert views on critical practical issues affectinginternational trade, including export controls, trade remedies, and customs compliance, with a growing focus on international investmentregulation. Written for practitioners by practitioners, the journal offers practical analysis, reliable guidance, and experienced advice to supportprofessionals in protecting their clients’ or organization’s compliance interests.

[B] Contact Details

Manuscripts should be submitted to the General Editor, Jeff Snyder. E-mail: jsnyder@crowell.com

[C] Submission Guidelines

[1] Manuscripts should be submitted electronically, in Word format, via e-mail. [2] Submitted manuscripts are understood to be final versions. They must not have been published or submitted for publication elsewhere.[3] Articles should not exceed 7,500 words. [4] Only articles in English will be considered for publication. Manuscripts should be written in standard English, while using ‘ize’ and ‘ization’ instead of ‘ise’ and ‘isation’. Preferred reference source is the Oxford English Dictionary. However, in case of quotations the original spelling should be maintained. In case the complete article is written by an American author, US spelling may also be used. [5] The article should contain an abstract, a short summary of about 100 words. This abstract will also be added to the free search zone of the Kluwer Online database.[6] A brief biographical note, including both the current affiliation as well as the e-mail address of the author(s), should be provided in the first footnote of the manuscript.[7] An article title should be concise, preferably with a maximum of 70 characters.[8] Special attention should be paid to quotations, footnotes, and references. All citations and quotations must be verified before submission of the manuscript. The accuracy of the contribution is the responsibility of the author. The journal has adopted the Association of Legal Writing Directors (ALWD) legal citation style to ensure uniformity. Citations should not appear in the text but in the footnotes. Footnotes should be numbered consecutively, using the footnote function in Word so that if any footnotes are added or deleted the others are automatically renumbered. [9] Tables should be self-explanatory and their content should not be repeated in the text. Do not tabulate unnecessarily. Tables should be numbered and should include concise titles. [10] Heading levels should be clearly indicated.

For further information on style, see the House Style Guide on the website: www.kluwerlaw.com/ContactUs/

[D] Review Process

[1] Before submitting to the publisher, manuscripts will be reviewed by the General Editor and may be returned to author for revision. [2] The journal’s policy is to provide an initial assessment of the submission within thirty days of receiving the posted submission. In cases where the article is externally referred for review, this period may be extended.[3] The editor reserves the right to make alterations as to style, punctuation, grammar etc.[4] The author will also receive PDF proofs of the article, and any corrections should be returned within the scheduled dates.

[E] Copyright

[1] Publication in the journal is subject to authors signing a ‘Consent to Publish and Transfer of Copyright’ form. [2] The following rights remain reserved to the author: the right to make copies and distribute copies (including via e-mail) of the contribution for own personal use, including for own classroom teaching use and to research colleagues, for personal use by such colleagues, and the right to present the contribution at meetings or conferences and to distribute copies of the contribution to the delegates attending the meeting; the right to post the contribution on the author’s personal or institutional web site or server, provided acknowledgement is given to the original source of publication; for the author’s employer, if the contribution is a ‘work for hire’, made within the scope of the author’s employment, the right to use all or part of the contribution for other intra-company use (e.g. training), including by posting the contribution on secure, internal corporate intranets; and the right to use the contribution for his/her further career by including the contribution in other publications such as a dissertation and/or a collection of articles provided acknowledgement is given to the original source of publication.[3] The author shall receive for the rights granted a free copy of the issue of the journal in which the article is published, plus a PDF file of his/her article.