Swiss Rules of International Arbitration – Law Offices of Alexander Golovets

SWISS RULES OF INTERNATIONAL ARBITRATION

SWISS CHAMBERS’ ARBITRATION INSTITUTION

The Swiss Chambers of Commerce Association for Arbitration and Mediation

Chambers of Commerce of Basel

Bern

Central Switzerland (Lucerne) Geneva

Neuchâtel Ticino (Lugano) Vaud (Lausanne) Zurich

Languages

The Swiss Rules of International Arbitration and our detailed explanatory flyer are available in more than 15 languages on our website: www.swissarbitration.org.

MODEL ARBITRATION CLAUSE

Any dispute, controversy, or claim arising out of, or in relation to, this contract, including the validity, invalidity, breach, or termina- tion thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules.

The number of arbitrators shall be … (“one”, “three”, “one or three”);

The seat of the arbitration shall be … (name of city in Switzerland, unless the parties agree on a city in another country);

The arbitral proceedings shall be conducted in … (insert desired language).

INTRODUCTION

In order to harmonise their rules of arbitration the Chambers of Commerce and Industry of Basel, Bern, Geneva, Neuchâtel, Ticino, Vaud and Zurich in 2004 replaced their former rules by the Swiss Rules of International Arbitration (hereinafter the “Swiss Rules” or the “Rules”).

For the purpose of providing arbitration services, the Cham- bers founded the Swiss Chambers’ Arbitration Institution. In order to administer arbitrations under the Swiss Rules, the Swiss Chambers’ Arbitration Institution has established the Arbitration Court (hereinafter the “Court”), which is com- prised of experienced international arbitration practitioners. The Court shall render decisions as provided for under these Rules. It may delegate to one or more members or committees the power to take certain decisions pursuant to its Internal Rules1. The Court is assisted in its work by the Secretariat of the Court (hereinafter the “Secretariat”).

The Swiss Chambers’ Arbitration Institution provides domes- tic and international arbitration services, as well as other dis- pute resolution services, under any applicable law, in Switzer- land or in any other

1 The Internal Rules are available on the website www.swissarbitration.org.

Section I. Introductory Rules

SCOPE OF APPLICATION

Article 1

These Rules shall govern arbitrations where an agreement to arbitrate refers to these Rules or to the arbitration rules of the Chambers of Commerce and Industry of Basel, Bern, Geneva, Neuchâtel, Ticino, Vaud, Zurich, or any further Chamber of Commerce and Industry that may adhere to these Rules.

The seat of arbitration designated by the parties may be in Switzerland or in any other

This version of the Rules shall come into force on 1 June 2012 and, unless the parties have agreed otherwise, shall apply to all arbitral proceedings in which the Notice of Arbitration is sub- mitted on or after that date.

By submitting their dispute to arbitration under these Rules, the parties confer on the Court, to the fullest extent permitted under the law applicable to the arbitration, all of the powers required for the purpose of supervising the arbitral proceedings otherwise vested in the competent judicial authority, including the power to extend the term of office of the arbitral tribunal and to decide on the challenge of an arbitrator on grounds not provided for in these Rules.

These Rules shall govern the arbitration, except if one of them is in conflict with a provision of the law applicable to the arbitration from which the parties cannot derogate, in which case that provision shall

NOTICE, CALCULATION OF PERIODS OF TIME

Article 2

For the purposes of these Rules, any notice, including a notification, communication, or proposal, is deemed to have been received if it is delivered to the addressee, or to its habitual residence, place of business, postal or electronic address, or, if none of these can be identified after making a reasonable inquiry, to the addressee’s last-known residence or place of A notice shall be deemed to have been received on the day it is delivered.

A period of time under these Rules shall begin to run on the day following the day when a notice, notification, communication, or proposal is received. If the last day of such a period is an official holiday or a non-business day at the residence or

place of business of the addressee, the period is extended until the first business day which follows. Official holidays or non- business days are included in the calculation of a period of time.

If the circumstances so justify, the Court may extend or shorten any time-limit it has fixed or has the authority to fix or

NOTICE OF ARBITRATION AND ANSWER TO THE NOTICE OF ARBITRATION

Article 3

The party initiating arbitration (hereinafter called the “Claimant” or, where applicable, the “Claimants”) shall submit a Notice of Arbitration to the Secretariat at any of the addresses listed in Appendix

Arbitral proceedings shall be deemed to commence on the date on which the Notice of Arbitration is received by the Secretariat.

The Notice of Arbitration shall be submitted in as many copies as there are other parties (hereinafter called the “Respondent” or, where applicable, the “Respondents”), together with an additional copy for each arbitrator and one copy for the Secretariat, and shall include the following:

A demand that the dispute be referred to arbitration;

The names, addresses, telephone and fax numbers, and e-mail addresses (if any) of the parties and of their representative(s);

A copy of the arbitration clause or the separate arbitration agreement that is invoked;

A reference to the contract or other legal instrument(s) out of, or in relation to, which the dispute arises;

The general nature of the claim and an indication of the amount involved, if any;

The relief or remedy sought;

A proposal as to the number of arbitrators (i.e. one or three), the language, and the seat of the arbitration, if the parties have not previously agreed thereon;

The Claimant’s designation of one or more arbitrators, if the parties’ agreement so requires;

Confirmation of payment by check or transfer to the rele- vant account listed in Appendix A of the Registration Fee as required by Appendix B (Schedule of Costs) in force on the date the Notice of Arbitration is

The Notice of Arbitration may also include:

The Claimant’s proposal for the appointment of a sole arbitrator referred to in Article 7;

The Statement of Claim referred to in Article

If the Notice of Arbitration is incomplete, if the required number of copies or attachments are not submitted, or if the Registration Fee is not paid, the Secretariat may request the Claimant to remedy the defect within an appropriate period of time. The Secretariat may also request the Claimant to submit a translation of the Notice of Arbitration within the same period of time if it is not submitted in English, German, French, or Italian. If the Claimant complies with such directions within the applicable time-limit, the Notice of Arbitration shall be deemed to have been validly filed on the date on which the ini- tial version was received by the

The Secretariat shall provide, without delay, a copy of the Notice of Arbitration together with any exhibits to the Respon- dent.

Within thirty days from the date of receipt of the Notice of Arbitration, the Respondent shall submit to the Secretariat an Answer to the Notice of The Answer to the Notice of Arbitration shall be submitted in as many copies as there are other parties, together with an additional copy for each arbi- trator and one copy for the Secretariat, and shall, to the extent possible, include the following:

The name, address, telephone and fax numbers, and e-mail address of the Respondent and of its representative(s);

Any plea that an arbitral tribunal constituted under these Rules lacks jurisdiction;

The Respondent’s comments on the particulars set forth in the Notice of Arbitration referred to in Article 3(3)(e);

The Respondent’s answer to the relief or remedy sought in the Notice of Arbitration referred to in Article 3(3)(f);

The Respondent’s proposal as to the number of arbitrators (i.e. one or three), the language, and the seat of the arbitration referred to in Article 3(3)(g);

The Respondent’s designation of one or more arbitrators if the parties’ agreement so

The Answer to the Notice of Arbitration may also include:

The Respondent’s proposal for the appointment of a sole arbitrator referred to in Article 7;

The Statement of Defense referred to in Article

Articles 3(5) and (6) are applicable to the Answer to the Notice of

Any counterclaim or set-off defense shall in principle be raised with the Answer to the Notice of Arbitration. Article 3(3) is applicable to the counterclaim or set-off

If no counterclaim or set-off defense is raised with the Answer to the Notice of Arbitration, or if there is no indication of the amount of the counterclaim or set-off defense, the Court may rely exclusively on the Notice of Arbitration in order to deter- mine the possible application of Article 42(2) (Expedited Procedure).

If the Respondent does not submit an Answer to the Notice of Arbitration, or if the Respondent raises an objection to the arbitration being administered under these Rules, the Court shall administer the case, unless there is manifestly no agreement to arbitrate referring to these Rules.

CONSOLIDATION AND JOINDER

Article 4

Where a Notice of Arbitration is submitted between parties already involved in other arbitral proceedings pending under these Rules, the Court may decide, after consulting with the parties and any confirmed arbitrator in all proceedings, that the new case shall be consolidated with the pending arbitral proceedings. The Court may proceed in the same way where a Notice of Arbitration is submitted between parties that are not identical to the parties in the pending arbitral proceedings. When rendering its decision, the Court shall take into account all relevant circumstances, including the links between the cases and the progress already made in the pending arbitral proceedings. Where the Court decides to consolidate the new case with the pending arbitral proceedings, the parties to all proceedings shall be deemed to have waived their right to designate an arbitrator, and the Court may revoke the appointment and confirmation of arbitrators and apply the provisions of Section II (Composition of the Arbitral Tribunal).

Where one or more third persons request to participate in arbitral proceedings already pending under these Rules or where a party to pending arbitral proceedings under these Rules requests that one or more third persons participate in the arbitration, the arbitral tribunal shall decide on such request, after consulting with all of the parties, including the person or persons to be joined, taking into account all relevant circumstances

Section II. Composition of the Arbitral Tribunal

CONFIRMATION OF ARBITRATORS

Article 5

All designations of an arbitrator made by the parties or the arbitrators are subject to confirmation by the Court, upon which the appointments shall become effective. The Court has no obligation to give reasons when it does not confirm an arbitrator.

Where a designation is not confirmed, the Court may either:

invite the party or parties concerned, or, as the case may be, the arbitrators, to make a new designation within a reasonable time limit; or

in exceptional circumstances, proceed directly with the appointment.

In the event of any failure in the constitution of the arbitral tribunal under these Rules, the Court shall have all powers to address such failure and may, in particular, revoke any appointment made, appoint or reappoint any of the arbitrators and designate one of them as the presiding

If, before the arbitral tribunal is constituted, the parties agree on a settlement of the dispute, or the continuation of the arbitral proceedings becomes unnecessary or impossible for other reasons, the Secretariat shall give advance notice to the parties that the Court may terminate the proceedings. Any party may request that the Court proceed with the constitution of the arbitral tribunal in accordance with these Rules in order that the arbitral tribunal determine and apportion the costs not agreed upon by the parties.

Once the Registration Fee and any Provisional Deposit have been paid in accordance with Appendix B (Schedule of Costs) and all arbitrators have been confirmed, the Secretariat shall transmit the file to the arbitral tribunal without

NUMBER OF ARBITRATORS

Article 6

If the parties have not agreed upon the number of arbitrators, the Court shall decide whether the case shall be referred to a sole arbitrator or to a three-member arbitral tribunal, taking into account all relevant circumstances.

As a rule, the Court shall refer the case to a sole arbitrator, unless the complexity of the subject matter and/or the amount in dispute justify that the case be referred to a three-member arbitral tribunal.

If the arbitration agreement provides for an arbitral tribunal composed of more than one arbitrator, and this appears in- appropriate in view of the amount in dispute or of other circumstances, the Court shall invite the parties to agree to refer the case to a sole

Where the amount in dispute does not exceed CHF 1,000,000 (one million Swiss francs), Article 42(2) (Expedited Procedure) shall

APPOINTMENT OF A SOLE ARBITRATOR

Article 7

Where the parties have agreed that the dispute shall be referred to a sole arbitrator, they shall jointly designate the sole arbitrator within thirty days from the date on which the Notice of Arbitration was received by the Respondent(s), unless the parties’ agreement provides

Where the parties have not agreed upon the number of arbitrators, they shall jointly designate the sole arbitrator within thirty days from the date of receipt of the Court’s decision that the dispute shall be referred to a sole

If the parties fail to designate the sole arbitrator within the applicable time-limit, the Court shall proceed with the

APPOINTMENT OF ARBITRATORS IN

BI-PARTY OR MULTI-PARTY PROCEEDINGS

Article 8

Where a dispute between two parties is referred to a three- member arbitral tribunal, each party shall designate one arbitrator, unless the parties have agreed

If a party fails to designate an arbitrator within the time-limit set by the Court or resulting from the arbitration agreement,

the Court shall appoint the arbitrator. Unless the parties’ agreement provides otherwise, the two arbitrators so appointed shall designate, within thirty days from the confirmation of the second arbitrator, a third arbitrator who shall act as the presiding arbitrator of the arbitral tribunal. Failing such designation, the Court shall appoint the presiding arbitrator.

In multi-party proceedings, the arbitral tribunal shall be constituted in accordance with the parties’

If the parties have not agreed upon a procedure for the constitution of the arbitral tribunal in multi-party proceedings, the Court shall set an initial thirty-day time-limit for the Claimant or group of Claimants to designate an arbitrator, and set a subsequent thirty-day time-limit for the Respondent or group of Respondents to designate an arbitrator. If the party or group(s) of parties have each designated an arbitrator, Article 8(2) shall apply to the designation of the presiding

Where a party or group of parties fails to designate an arbitrator in multi-party proceedings, the Court may appoint all of the arbitrators, and shall specify the presiding

INDEPENDENCE AND CHALLENGE OF ARBITRATORS

Article 9

Any arbitrator conducting an arbitration under these Rules shall be and shall remain at all times impartial and independent of the parties.

Prospective arbitrators shall disclose to those who approach them in connection with a possible appointment any circum- stances likely to give rise to justifiable doubts as to their impartiality or An arbitrator, once designated or appointed, shall disclose such circumstances to the parties, unless they have already been so informed.

Article 10

Any arbitrator may be challenged if circumstances exist that give rise to justifiable doubts as to the arbitrator’s impartiality or independence.

A party may challenge the arbitrator designated by it only for reasons of which it becomes aware after the appointment has been made.

Article 11

A party intending to challenge an arbitrator shall send a notice of challenge to the Secretariat within 15 days after the circumstances giving rise to the challenge became known to that party.

If, within 15 days from the date of the notice of challenge, all of the parties do not agree to the challenge, or the challenged arbitrator does not withdraw, the Court shall decide on the challenge.

The decision of the Court is final and the Court has no obligation to give reasons.

REMOVAL OF AN ARBITRATOR

Article 12

If an arbitrator fails to perform his or her functions despite a written warning from the other arbitrators or from the Court, the Court may revoke the appointment of that

The arbitrator shall first have an opportunity to present his or her position to the The decision of the Court is final and the Court has no obligation to give reasons.

REPLACEMENT OF AN ARBITRATOR

Article 13

Subject to Article 13(2), in all instances in which an arbitrator has to be replaced, a replacement arbitrator shall be designated or appointed pursuant to the procedure provided for in Articles 7 and 8 within the time-limit set by the Court. Such procedure shall apply even if a party or the arbitrators had failed to make the required designation during the initial appointment process.

In exceptional circumstances, the Court may, after consulting with the parties and any remaining arbitrators:

directly appoint the replacement arbitrator; or

after the closure of the proceedings, authorize the remaining arbitrator(s) to proceed with the arbitration and make any decision or award.

Article 14

If an arbitrator is replaced, the proceedings shall, as a rule, resume at the stage reached when the arbitrator who was replaced ceased to perform his or her functions, unless the arbitral tribunal decides otherwise.

Section III. Arbitral Proceedings

GENERAL PROVISIONS

Article 15

Subject to these Rules, the arbitral tribunal may conduct the arbitration in such manner as it considers appropriate, provided that it ensures equal treatment of the parties and their right to be heard.

At any stage of the proceedings, the arbitral tribunal may hold hearings for the presentation of evidence by witnesses, includ- ing expert witnesses, or for oral After consulting with the parties, the arbitral tribunal may also decide to conduct the proceedings on the basis of documents and other materials.

At an early stage of the arbitral proceedings, and in consultation with the parties, the arbitral tribunal shall prepare a provisional timetable for the arbitral proceedings, which shall be provided to the parties and, for information, to the

All documents or information provided to the arbitral tribunal by one party shall at the same time be communicated by that party to the other parties.

The arbitral tribunal may, after consulting with the parties, appoint a Articles 9 to 11 shall apply to the secretary.

The parties may be represented or assisted by persons of their

All participants in the arbitral proceedings shall act in good faith, and make every effort to contribute to the efficient con- duct of the proceedings and to avoid unnecessary costs and The parties undertake to comply with any award or order made by the arbitral tribunal or emergency arbitrator without delay.

With the agreement of each of the parties, the arbitral tribunal may take steps to facilitate the settlement of the dispute before it. Any such agreement by a party shall constitute a waiver of its right to challenge an arbitrator’s impartiality based on the

arbitrator’s participation and knowledge acquired in taking the agreed steps.

SEAT OF THE ARBITRATION

Article 16

If the parties have not determined the seat of the arbitration, or if the designation of the seat is unclear or incomplete, the Court shall determine the seat of the arbitration, taking into account all relevant circumstances, or shall request the arbitral tribunal to determine it.

Without prejudice to the determination of the seat of the arbitration, the arbitral tribunal may decide where the proceedings shall be conducted. In particular, it may hear witnesses and hold meetings for consultation among its members at any place it deems appropriate, having regard to the circumstances of the

The arbitral tribunal may meet at any place it deems appropriate for the inspection of goods, other property, or documents. The parties shall be given sufficient notice to enable them to be present at such an

The award shall be deemed to be made at the seat of the arbitration.

LANGUAGE

Article 17

Subject to an agreement of the parties, the arbitral tribunal shall, promptly after its appointment, determine the language or languages to be used in the proceedings. This determination shall apply to the Statement of Claim, the Statement of Defence, any further written statements, and to any oral

The arbitral tribunal may order that any documents annexed to the Statement of Claim or Statement of Defence, and any sup- plementary documents or exhibits submitted in the course of the proceedings in a language other than the language or lan- guages agreed upon by the parties or determined by the arbitral tribunal shall be accompanied by a translation into such language or languages.

STATEMENT OF CLAIM

Article 18

Within a period of time to be determined by the arbitral tribunal, and unless the Statement of Claim was contained in the

Notice of Arbitration, the Claimant shall communicate its Statement of Claim in writing to the Respondent and to each of the arbitrators. A copy of the contract, and, if it is not contained in the contract, of the arbitration agreement, shall be annexed to the Statement of Claim.

The Statement of Claim shall include the following particulars:

The names and addresses of the parties;

A statement of the facts supporting the claim;

The points at issue;

The relief or remedy

As a rule, the Claimant shall annex to its Statement of Claim all documents and other evidence on which it

STATEMENT OF DEFENSE

Article 19

Within a period of time to be determined by the arbitral tribunal, and unless the Statement of Defense was contained in the Answer to the Notice of Arbitration, the Respondent shall communicate its Statement of Defense in writing to the Claimant and to each of the arbitrators.

The Statement of Defence shall reply to the particulars of the Statement of Claim set out in Articles 18(2)(b) to (d). If the Respondent raises an objection to the jurisdiction or to the proper constitution of the arbitral tribunal, the Statement of Defense shall contain the factual and legal basis of such objection. As a rule, the Respondent shall annex to its Statement of Defense all documents and other evidence on which it

Articles 18(2)(b) to (d) shall apply to a counterclaim and a claim relied on for the purpose of a set-off.

AMENDMENTS TO THE CLAIM OR DEFENSE

Article 20

During the course of the arbitral proceedings, a party may amend or supplement its claim or defense, unless the arbitral tribunal considers it inappropriate to allow such amendment having regard to the delay in making it, the prejudice to the other parties, or any other circumstances. However, a claim may not be amended in such a manner that the amended claim falls outside the scope of the arbitration clause or separate arbitration

The arbitral tribunal may adjust the costs of the arbitration if a party amends or supplements its claims, counterclaims, or defenses.

OBJECTIONS TO THE JURISDICTION OF THE ARBITRAL TRIBUNAL

Article 21

The arbitral tribunal shall have the power to rule on any objec- tions to its jurisdiction, including any objection with respect to the existence or validity of the arbitration clause or of the separate arbitration

The arbitral tribunal shall have the power to determine the existence or the validity of the contract of which an arbitration clause forms For the purposes of Article 21, an arbitration clause which forms part of a contract and which provides for arbitration under these Rules shall be treated as an agreement independent of the other terms of the contract. A decision by the arbitral tribunal that the contract is null and void shall not entail ipso jure the invalidity of the arbitration clause.

As a rule, any objection to the jurisdiction of the arbitral tribunal shall be raised in the Answer to the Notice of Arbitration, and in no event later than in the Statement of Defence referred to in Article 19, or, with respect to a counterclaim, in the reply to the counterclaim.

In general, the arbitral tribunal should rule on any objection to its jurisdiction as a preliminary However, the arbitral tribunal may proceed with the arbitration and rule on such an objection in an award on the merits.

The arbitral tribunal shall have jurisdiction to hear a set-off defence even if the relationship out of which the defence is said to arise is not within the scope of the arbitration clause, or falls within the scope of another arbitration agreement or forum-selection clause.

FURTHER WRITTEN STATEMENTS

Article 22

The arbitral tribunal shall decide which further written statements, in addition to the Statement of Claim and the Statement of Defense, shall be required from the parties or may be presented by them and shall set the periods of time for communicating such statements.

PERIODS OF TIME

Article 23

The periods of time set by the arbitral tribunal for the communication of written statements (including the Statement of Claim and Statement of Defence) should not exceed forty-five days. However, the arbitral tribunal may extend the time-limits if it considers that an extension is justified.

EVIDENCE AND HEARINGS

Article 24

Each party shall have the burden of proving the facts relied on to support its claim or

The arbitral tribunal shall determine the admissibility, relevance, materiality, and weight of the evidence

At any time during the arbitral proceedings, the arbitral tribunal may require the parties to produce documents, exhibits, or other evidence within a period of time determined by the arbitral tribunal.

Article 25

The arbitral tribunal shall give the parties adequate advance notice of the date, time, and place of any oral hearing.

Any person may be a witness or an expert witness in the arbitration. It is not improper for a party, its officers, employees, legal advisors, or counsel to interview witnesses, potential witnesses, or expert

Prior to a hearing and within a period of time determined by the arbitral tribunal, the evidence of witnesses and expert witnesses may be presented in the form of written statements or reports signed by

At the hearing, witnesses and expert witnesses may be heard and examined in the manner set by the arbitral tribunal. The arbitral tribunal may direct that witnesses or expert witnesses be examined through means that do not require their physical presence at the hearing (including by videoconference).

Arrangements shall be made for the translation of oral statements made at a hearing and for a record of the hearing to be provided if this is deemed necessary by the arbitral tribunal having regard to the circumstances of the case, or if the parties so

Hearings shall be held in camera unless the parties agree otherwise. The arbitral tribunal may order witnesses or expert witnesses to retire during the testimony of other witnesses or expert

INTERIM MEASURES OF PROTECTION

Article 26

At the request of a party, the arbitral tribunal may grant any interim measures it deems necessary or appropriate. Upon the application of any party or, in exceptional circumstances and with prior notice to the parties, on its own initiative, the arbitral tribunal may also modify, suspend or terminate any interim measures granted.

Interim measures may be granted in the form of an interim award. The arbitral tribunal shall be entitled to order the pro- vision of appropriate

In exceptional circumstances, the arbitral tribunal may rule on a request for interim measures by way of a preliminary order before the request has been communicated to any other party, provided that such communication is made at the latest together with the preliminary order and that the other parties are immediately granted an opportunity to be heard.

The arbitral tribunal may rule on claims for compensation for any damage caused by an unjustified interim measure or preliminary

By submitting their dispute to arbitration under these Rules, the parties do not waive any right that they may have under the applicable laws to submit a request for interim measures to a judicial authority. A request for interim measures addressed by any party to a judicial authority shall not be deemed to be incompatible with the agreement to arbitrate, or to constitute a waiver of that

The arbitral tribunal shall have discretion to apportion the costs relating to a request for interim measures in an interim award or in the final

TRIBUNAL-APPOINTED EXPERTS

Article 27

The arbitral tribunal, after consulting with the parties, may appoint one or more experts to report to it, in writing, on specific issues to be determined by the arbitral tribunal. A copy of the expert’s terms of reference, established by the arbitral tribunal, shall be communicated to the

The parties shall give the expert any relevant information or produce for the expert’s inspection any relevant documents or goods that the expert may require of them. Any dispute between a party and the expert as to the relevance of the required information, documents or goods shall be referred to the arbitral tribunal.

Upon receipt of the expert’s report, the arbitral tribunal shall communicate a copy of the report to the parties, which shall be given the opportunity to express, in writing, their opinion on the report. A party shall be entitled to examine any document on which the expert has relied in the

At the request of any party, the expert, after delivery of the report, may be heard at a hearing during which the parties shall have the opportunity to be present and to examine the expert. At this hearing, any party may present expert witnesses in order to testify on the points at issue. Article 25 shall be applicable to such

Articles 9 to 11 shall apply to any expert appointed by the arbitral tribunal.

DEFAULT

Article 28

If, within the period of time set by the arbitral tribunal, the Claimant has failed to communicate its claim without showing sufficient cause for such failure, the arbitral tribunal shall issue an order for the termination of the arbitral If, within the period of time set by the arbitral tribunal, the Respondent has failed to communicate its Statement of Defence without showing sufficient cause for such failure, the arbitral tribunal shall order that the proceedings continue.

If one of the parties, duly notified under these Rules, fails to appear at a hearing, without showing sufficient cause for such failure, the arbitral tribunal may proceed with the

If one of the parties, duly invited to produce documentary or other evidence, fails to do so within the period of time deter- mined by the arbitral tribunal, without showing sufficient cause for such failure, the arbitral tribunal may make the award on the evidence before it.

CLOSURE OF PROCEEDINGS

Article 29

When it is satisfied that the parties have had a reasonable opportunity to present their respective cases on matters to be

decided in an award, the arbitral tribunal may declare the proceedings closed with regard to such matters.

The arbitral tribunal may, if it considers it necessary owing to exceptional circumstances, decide, on its own initiative or upon the application of a party, to reopen the proceedings on the matters with regard to which the proceedings were closed pursuant to Article 29(1) at any time before the award on such matters is made.

WAIVER OF RULES

Article 30

If a party knows that any provision of, or requirement under, these Rules or any other applicable procedural rule has not been com- plied with and yet proceeds with the arbitration without promptly stating its objection to such non-compliance, it shall be deemed to have waived its right to raise an objection.

Section IV. The Award

DECISIONS

Article 31

If the arbitral tribunal is composed of more than one arbitrator, any award or other decision of the arbitral tribunal shall be made by a majority of the arbitrators. If there is no majority, the award shall be made by the presiding arbitrator

If authorized by the arbitral tribunal, the presiding arbitrator may decide on questions of procedure, subject to revision by the arbitral tribunal.

FORM AND EFFECT OF THE AWARD

Article 32

In addition to making a final award, the arbitral tribunal may make interim, interlocutory, or partial awards. If appropriate, the arbitral tribunal may also award costs in awards that are not

The award shall be made in writing and shall be final and binding on the parties.

The arbitral tribunal shall state the reasons upon which the award is based, unless the parties have agreed that no reasons are to be given.

An award shall be signed by the arbitrators and it shall specify the seat of the arbitration and the date on which the award was made. Where the arbitral tribunal is composed of more than one arbitrator and any of them fails to sign, the award shall state the reason for the absence of the

The publication of the award is governed by Article

Originals of the award signed by the arbitrators shall be communicated by the arbitral tribunal to the parties and to the The Secretariat shall retain a copy of the award.

APPLICABLE LAW, AMIABLE COMPOSITEUR

Article 33

The arbitral tribunal shall decide the case in accordance with the rules of law agreed upon by the parties or, in the absence of a choice of law, by applying the rules of law with which the dispute has the closest connection.

The arbitral tribunal shall decide as amiable compositeur or ex aequo et bono only if the parties have expressly authorized the arbitral tribunal to do so

In all cases, the arbitral tribunal shall decide in accordance with the terms of the contract and shall take into account the trade usages applicable to the transaction.

SETTLEMENT OR OTHER GROUNDS FOR TERMINATION

Article 34

If, before the award is made, the parties agree on a settlement of the dispute, the arbitral tribunal shall either issue an order for the termination of the arbitral proceedings or, if requested by the parties and accepted by the arbitral tribunal, record the settlement in the form of an arbitral award on agreed terms. The arbitral tribunal is not obliged to give reasons for such an award.

If, before the award is made, the continuation of the arbitral proceedings becomes unnecessary or impossible for any rea- son not mentioned in Article 34(1), the arbitral tribunal shall give advance notice to the parties that it may issue an order for the termination of the proceedings. The arbitral tribunal shall have the power to issue such an order, unless a party raises justifiable grounds for

Copies of the order for termination of the arbitral proceedings or of the arbitral award on agreed terms, signed by the arbitrators, shall be communicated by the arbitral tribunal to the parties and to the Secretariat. Where an arbitral award on agreed terms is made, Articles 32(2) and (4) to (6) shall apply.

INTERPRETATION OF THE AWARD

Article 35

Within thirty days after the receipt of the award, a party, with notice to the Secretariat and to the other parties, may request that the arbitral tribunal give an interpretation of the The arbitral tribunal may set a time-limit, as a rule not exceeding thirty days, for the other parties to comment on the request.

The interpretation shall be given in writing within forty-five days after the receipt of the The Court may extend this time limit. The interpretation shall form part of the award and Articles 32(2) to (6) shall apply.

CORRECTION OF THE AWARD

Article 36

Within thirty days after the receipt of the award, a party, with notice to the Secretariat and to the other parties, may request the arbitral tribunal to correct in the award any errors in computation, any clerical or typographical errors, or any errors of similar nature. The arbitral tribunal may set a time-limit, as a rule not exceeding thirty days, for the other parties to comment on the request.

The arbitral tribunal may within thirty days after the communication of the award make such corrections on its own

Such corrections shall be in writing, and Articles 32(2) to (6) shall

ADDITIONAL AWARD

Article 37

Within thirty days after the receipt of the award, a party, with notice to the Secretariat and the other parties, may request the arbitral tribunal to make an additional award as to claims presented in the arbitral proceedings but omitted from the award. The arbitral tribunal may set a time-limit, as a rule not exceeding thirty days, for the other parties to comment on the

If the arbitral tribunal considers the request for an additional award to be justified and considers that the omission can be rectified without any further hearings or evidence, it shall

complete its award within sixty days after the receipt of the request. The Court may extend this time-limit.

Articles 32(2) to (6) shall apply to any additional

COSTS

Article 38

The award shall contain a determination of the costs of the arbitration. The term “costs” includes only:

The fees of the arbitral tribunal, to be stated separately as to each arbitrator and any secretary, and to be determined by the arbitral tribunal itself in accordance with Articles 39 and 40(3) to (5);

The travel and other expenses incurred by the arbitral tribunal and any secretary;

The costs of expert advice and of other assistance required by the arbitral tribunal;

The travel and other expenses of witnesses, to the extent such expenses are approved by the arbitral tribunal;

The costs for legal representation and assistance, if such costs were claimed during the arbitral proceedings, and only to the extent that the arbitral tribunal determines that the amount of such costs is reasonable;

The Registration Fee and the Administrative Costs in accordance with Appendix B (Schedule of Costs);

The Registration Fee, the fees and expenses of any emergency arbitrator, and the costs of expert advice and of other assistance required by such emergency arbitrator, determined in accordance with Article 43(9).

Article 39

The fees and expenses of the arbitral tribunal shall be reasonable in amount, taking into account the amount in dispute, the complexity of the subject matter of the arbitration, the time spent and any other relevant circumstances of the case, including the discontinuation of the arbitral proceedings in case of In the event of a discontinuation of the arbitral proceedings, the fees of the arbitral tribunal may be less than the minimum amount resulting from Appendix B (Schedule of Costs).

The fees and expenses of the arbitral tribunal shall be deter- mined in accordance with Appendix B (Schedule of Costs).

The arbitral tribunal shall decide on the allocation of its fees among its members. As a rule, the presiding arbitrator shall receive between 40 % and 50 % and each co-arbitrator between 25 % and 30 % of the total fees, in view of the time and efforts spent by each

Article 40

Except as provided in Article 40(2), the costs of the arbitration shall in principle be borne by the unsuccessful party. How- ever, the arbitral tribunal may apportion any of the costs of the arbitration among the parties if it determines that such apportionment is reasonable, taking into account the circumstances of the case.

With respect to the costs of legal representation and assistance referred to in Article 38(e), the arbitral tribunal, taking into account the circumstances of the case, shall be free to deter- mine which party shall bear such costs or may apportion such costs among the parties if it determines that an apportionment is reasonable.

If the arbitral tribunal issues an order for the termination of the arbitral proceedings or makes an award on agreed terms, it shall determine the costs of the arbitration referred to in Articles 38 and 39 in the order or

Before rendering an award, termination order, or decision on a request under Articles 35 to 37, the arbitral tribunal shall submit to the Secretariat a draft thereof for approval or adjustment by the Court of the determination on costs made pursuant to Articles 38(a) to (c) and (f) and Article 39. Any such approval or adjustment shall be binding upon the arbitral

No additional costs may be charged by an arbitral tribunal for interpretation, correction, or completion of its award under Articles 35 to 37, unless they are justified by the

DEPOSIT OF COSTS

Article 41

The arbitral tribunal, once constituted, and after consulting with the Court, shall request each party to deposit an equal amount as an advance for the costs referred to in Articles 38(a) to (c) and the Administrative Costs referred to in Art. 38(f). Any Provisional Deposit paid by a party in accordance with Appendix B (Schedule of Costs) shall be considered as a

partial payment of its deposit. The arbitral tribunal shall provide a copy of such request to the Secretariat.

Where a Respondent submits a counterclaim, or it otherwise appears appropriate in the circumstances, the arbitral tribunal may in its discretion establish separate

During the course of the arbitral proceedings, the arbitral tribunal may, after consulting with the Court, request supplementary deposits from the parties. The arbitral tribunal shall provide a copy of any such request to the

If the required deposits are not paid in full within fifteen days after the receipt of the request, the arbitral tribunal shall notify the parties in order that one or more of them may make the required payment. If such payment is not made, the arbitral tribunal may order the suspension or termination of the arbitral proceedings.

In its final award, the arbitral tribunal shall issue to the parties a statement of account of the deposits received. Any unused amount shall be returned to the

Section V. Other Provisions

EXPEDITED PROCEDURE

Article 42

If the parties so agree, or if Article 42(2) is applicable, the arbitral proceedings shall be conducted in accordance with an Expedited Procedure based upon the foregoing provisions of these Rules, subject to the following changes:

The file shall be transmitted to the arbitral tribunal only upon payment of the Provisional Deposit as required by Section 1.4 of Appendix B (Schedule of Costs);

After the submission of the Answer to the Notice of Arbitration, the parties shall, as a rule, be entitled to submit only a Statement of Claim, a Statement of Defense (and counterclaim) and, where applicable, a Statement of Defense in reply to the counterclaim;

Unless the parties agree that the dispute shall be decided on the basis of documentary evidence only, the arbitral tribunal shall hold a single hearing for the examination of the witnesses and expert witnesses, as well as for oral argument;

The award shall be made within six months from the date on which the Secretariat transmitted the file to the arbitral tribunal. In exceptional circumstances, the Court may extend this time-limit;

The arbitral tribunal shall state the reasons upon which the award is based in summary form, unless the parties have agreed that no reasons are to be given.

The following provisions shall apply to all cases in which the amount in dispute, representing the aggregate of the claim and the counterclaim (or any set-off defense), does not exceed CHF 1,000,000 (one million Swiss francs), unless the Court decides otherwise, taking into account all relevant circumstances:

The arbitral proceedings shall be conducted in accordance with the Expedited Procedure set forth in Article 42(1);

The case shall be referred to a sole arbitrator, unless the arbitration agreement provides for more than one arbitrator;

If the arbitration agreement provides for an arbitral tribunal composed of more than one arbitrator, the Secretariat shall invite the parties to agree to refer the case to a sole arbitrator. If the parties do not agree to refer the case to a sole arbitrator, the fees of the arbitrators shall be determined in accordance with Appendix B (Schedule of Costs), but shall in no event be less than the fees resulting from the hourly rate set out in Section 2.8 of Appendix

EMERGENCY RELIEF

Article 43

Unless the parties have agreed otherwise, a party requiring urgent interim measures pursuant to Article 26 before the arbitral tribunal is constituted may submit to the Secretariat an application for emergency relief proceedings (hereinafter the “Application”). In addition to the particulars set out in Articles 3(3)(b) to (e), the Application shall include:

A statement of the interim measure(s) sought and the reasons therefor, in particular the reason for the purported urgency;

Comments on the language, the seat of arbitration, and the applicable law;

Confirmation of payment by check or transfer to the relevant account listed in Appendix A of the Registration Fee

and of the deposit for emergency relief proceedings as required by Section 1.6 of Appendix B (Schedule of Costs).

As soon as possible after receipt of the Application, the Registration Fee, and the deposit for emergency relief proceedings, the Court shall appoint and transmit the file to a sole emergency arbitrator, unless

there is manifestly no agreement to arbitrate referring to these Rules, or

it appears more appropriate to proceed with the constitution of the arbitral tribunal and refer the Application to

If the Application is submitted before the Notice of Arbitration, the Court shall terminate the emergency relief proceedings if the Notice of Arbitration is not submitted within ten days from the receipt of the Application. In exceptional circumstances, the Court may extend this time-limit.

Articles 9 to 12 shall apply to the emergency arbitrator, except that the time-limits set out in Articles 11(1) and (2) are shortened to three days.

If the parties have not determined the seat of the arbitration, or if the designation of the seat is unclear or incomplete, the seat of the arbitration for the emergency relief proceedings shall be determined by the Court without prejudice to the determination of the seat of the arbitration pursuant to Article 16(1).

The emergency arbitrator may conduct the emergency relief proceedings in such a manner as the emergency arbitrator considers appropriate, taking into account the urgency inherent in such proceedings and ensuring that each party has a reasonable opportunity to be heard on the

The decision on the Application shall be made within fifteen days from the date on which the Secretariat transmitted the file to the emergency arbitrator. This period of time may be extended by agreement of the parties or, in appropriate cir- cumstances, by the Court. The decision on the Application may be made even if in the meantime the file has been trans- mitted to the arbitral tribunal.

A decision of the emergency arbitrator shall have the same effects as a decision pursuant to Article 26. Any interim mea- sure granted by the emergency arbitrator may be modified, suspended or terminated by the emergency arbitrator or, after transmission of the file to it, by the arbitral

The decision on the Application shall include a determination of costs as referred to in Article 38(g). Before rendering the decision on the Application, the emergency arbitrator shall submit to the Secretariat a draft thereof for approval or adjust- ment by the Court of the determination of costs. The costs shall be payable out of the deposit for emergency relief pro- ceedings. The determination of costs pursuant to Article 38(d) and (e) and the apportionment of all costs among the parties shall be decided by the arbitral tribunal. If no arbitral tribunal is constituted, the determination of costs pursuant to Article 38(d) and (e) and the apportionment of all costs shall be decid- ed by the emergency arbitrator in a separate

Any measure granted by the emergency arbitrator ceases to be binding on the parties either upon the termination of the emer- gency relief proceedings pursuant to Article 43(3), upon the termination of the arbitral proceedings, or upon the rendering of a final award, unless the arbitral tribunal expressly decides otherwise in the final

The emergency arbitrator may not serve as arbitrator in any ar- bitration relating to the dispute in respect of which the emergen- cy arbitrator has acted, unless otherwise agreed by the

CONFIDENTIALITY

Article 44

Unless the parties expressly agree in writing to the contrary, the parties undertake to keep confidential all awards and orders as well as all materials submitted by another party in the framework of the arbitral proceedings not already in the public domain, except and to the extent that a disclosure may be required of a party by a legal duty, to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a judicial authority. This undertaking also applies to the arbitrators, the tribunal-appointed experts, the secretary of the arbitral tribunal, the members of the board of directors of the Swiss Chambers’ Arbitration Institution, the members of the Court and the Secretariat, and the staff of the individual Chambers.
The deliberations of the arbitral tribunal are

An award or order may be published, whether in its entirety or in the form of excerpts or a summary, only under the following conditions:

A request for publication is addressed to the Secretariat;

All references to the parties’ names are deleted; and

No party objects to such publication within the time limit fixed for that purpose by the

EXCLUSION OF LIABILITY

Article 45

Neither the members of the board of directors of the Swiss Chambers’ Arbitration Institution, the members of the Court and the Secretariat, the individual Chambers or their staff, the arbitrators, the tribunal-appointed experts, nor the secretary of the arbitral tribunal shall be liable for any act or omission in connection with an arbitration conducted under these Rules, except if the act or omission is shown to constitute intentional wrongdoing or gross

After the award or termination order has been made and the possibilities of correction, interpretation and additional awards referred to in Articles 35 to 37 have lapsed or have been exhausted, neither the members of the board of the Swiss Chambers’ Arbitration Institution, the members of the Court and the Secretariat, the individual Chambers or their staff, the arbitrators, the tribunal-appointed experts, nor the secretary of the arbitral tribunal shall be under an obligation to make statements to any person about any matter concerning the arbitration. No party shall seek to make any of these persons a witness in any legal or other proceedings arising out of the arbitration.

APPENDIX A:

Offices and Bank Account of the Secretariat of the Arbitration Court

Bank Account

For updated information on our bank account details please visit our website (www.swissarbitration.org) on the following page:

https://www.swissarbitration.org/arbitration/initiating-arbitration

All payments must be made in Swiss Francs (CHF) and received net of any banking fees.