GIDI Arbitration

TABLE OF CONTENTS

Agreement and arbitration clause

Model arbitration clause

1. Preliminary provisions
   1. Article 1 Agreement and arbitration clause
   2. Article 1a Definitions
   3. Article 2 Arbitrability
   4. Article 3 Scope of application
   5. Article 4 Request for arbitration
   6. Article 5 Response to the request
   7. Article 6 Processing of the application
   8. Article 7 Appeal and Intervention
   9. Article 7a Substitution of parties
2. General provisions
   1. Article 8 Form of notifications
   2. Article 8a Addressees
   3. Article 9 Cooperation of the addressee
   4. Article 10 Calculation of time limits
   5. Article 11 Application of the principle of confidentiality
3. Composition of the Arbitral Tribunal
   1. Article 12 Number of arbitrators
   2. Article 13 Appointment of arbitrators
   3. Article 14 Duty of independence and impartiality of arbitrators
   4. Article 15 Challenge of an arbitrator
   5. Article 16 Removal of an arbitrator
   6. Article 17 Appointment of a substitute arbitrator
   7. Article 18 Resignation of an arbitrator
   8. Article 19 Death of an arbitrator
   9. Article 20 Secretary
4. Jurisdiction of the Arbitral Tribunal
   1. Article 21 Competence of the arbitral tribunal to rule on its own jurisdiction
5. Provisional and precautionary measures, emergency and expedited procedures
   1. Article 22 Provisional and precautionary measures
6. Arbitration procedure
   1. Article 23 General provisions
   2. Article 24 Lis pendens
   3. Article 25 Seat of arbitration
   4. Article 26 Language
   5. Article 27 Representation of the parties
   6. Article 28 Conduct of the trial and pleadings
   7. Section 29 Initial hearing
   8. Article 30 Exchange of entries
   9. Section 31 Statement of claim
   10. Article 32 Statement of defence
   11. Article 33 Amendments to the grounds of the application and/or the defences
   12. Article 34 Hearings
   13. Article 35 Means of proof
   14. Article 36 Witnesses
   15. Article 38 Experts
   16. Article 39 Default
   17. Article 40 Minutes
   18. Section 41 Objection and waiver
   19. Article 42 Alternative dispute resolution
   20. Rule 43 Closure of debates
7. Award
   1. Article 43 Award
   2. Article 44 Form of the award
   3. Article 45 Enforcement of the award
   4. Article 46 Applicable law
   5. Article 47 Correction and interpretation of the award, additional award
   6. Article 48 Costs of proceedings
   7. Article 49 Fees and expenses of arbitrators
8. Other provisions
   1. Article 50 Exclusion of liability

Model arbitration clause

All disputes, controversies or claims arising out of or in connection with this contract shall be submitted to the Geneva International Dispute Resoloution Institute (GIDI) for arbitration which shall be conducted in accordance with the GIDI International Arbitration Rules in force at the time of the request for arbitration. The arbitral award shall be final and binding on both parties.

Introduction

The GIDI Arbitration Rules apply where the parties have chosen them. They are intended to provide a framework for the speedy, efficient and cost-effective resolution of disputes. The principles of fair trial are in force throughout the arbitration procedure. The GIDI Permanent Court and the constituted Arbitral Tribunal have prerogatives equivalent to those of conventional courts to resolve procedural difficulties. The parties have a duty to cooperate.

1. Preliminary provisions

Article 1: Agreement and arbitration clause

1. The arbitration agreement shall be valid if it is made in writing or by any other means capable of being proved by a text.
2. As to its substance, it is valid if it meets the conditions laid down by the law chosen by the parties, that is to say, the law governing the subject-matter of the dispute and in particular the law applicable to the main contract.
3. The validity of an arbitration agreement may not be challenged on the grounds that the main contract is invalid or that the arbitration agreement concerns a dispute not yet existing.

Article 1a: Definitions

In these Regulations, the designated expressions shall be interpreted within the meaning of this provision:

“the Permanent Court of GIDI” means the group of persons appointed by GIDI to form a Permanent Court;

“arbitral tribunal” means a sole arbitrator or a panel of arbitrators, and includes an arbitrator;

“arbitration” means any arbitration, whether or not administered by a permanent arbitral institution;

“arbitration agreement” means an agreement by which the parties agree to submit to arbitration all or certain disputes which have arisen or may arise between them in connection with a defined legal relationship, whether contractual or not. The arbitration agreement may take the form of an arbitration clause in a contract or in the form of a separate agreement.

“Claimant” means a person who makes a claim or counterclaim in an arbitration;

“Respondent” means the person responding to the claim or counterclaim in an arbitration;

“Conventional award” means an arbitral award made in a State that is a party to the New York Convention;

“Arbitral Tribunal” means the tribunal formed by GIDI for the purpose of arbitration;

“litigation” includes any dispute;

“Swiss Arbitration Law” refers to the Federal Act on Private International Law (LPIL);

“New York Convention” means the Convention on the Recognition and Enforcement of Foreign Arbitral Awards done at New York on 10 June 1958.

“part”
(a) means a party to an arbitration agreement; or
(b) with respect to any arbitration or court proceeding, designates a party to the procedure.

Article 2: Arbitrability

1. Any case of a proprietary nature may be subject to arbitration.
2. If a party to the arbitration agreement is a state, a state-dominated enterprise or an organization controlled by it, that party may not invoke its own law to challenge the arbitrability of a dispute or its capacity to be a party to an arbitration.

Article 3: Scope of application

1. The GIDI Rules apply whenever an arbitration clause or agreement refers to these Rules. They also apply when the arbitration is administered by GIDI.
2. Where a provision of these Rules conflicts with a mandatory provision of the law applicable to the arbitration, the latter shall prevail.
3. When the parties submit their dispute to arbitration under these Rules, the Permanent Court of GIDI has all the powers necessary to manage the arbitration procedure. It shall supervise the proper conduct of the proceedings and take the necessary decisions in the context. In particular, it may dismiss an arbitrator for reasons not provided for in these Rules. It may also require any procedural act provided for by these Rules, at the request of one of the parties or on its own initiative.

Article 4: Request for arbitration

1. The request for arbitration shall be made in writing on the GIDI platform for this purpose.
2. The arbitration procedure is deemed to have been initiated on the date of notification of the request on the platform.
3. To be valid, the applicant must:
   1. Fill in all the sections of the form available on the GIDI platform and attach the indicated annexes.
   2. pay the costs of initiating the proceedings.
4. The request is made in English or French.
5. If the Request for Arbitration is not filed in one of the languages mentioned in this provision, is not complete or if the costs of initiating the procedure are not paid, GIDI may grant a period of time to remedy the situation.
6. If the Applicant complies with the requirements of the Regulations, its application is deemed to be filed on the date the original version was filed.
7. GIDI shall promptly notify the Respondent of the Request for Arbitration and the accompanying annexes.

Article 5: Response to the application

1. GIDI grants the Respondent a period of 10 to 60 days, depending on the case, to respond to the Notice of Arbitration.
2. The response must be made in writing on the GIDI platform for this purpose.
3. Any counterclaims or set-offs must be raised as part of this response.
4. If the Respondent does not submit an answer to the request, the Permanent Court of GIDI shall proceed with the initiation of the arbitration case, subject to the hypothesis that GIDI declares itself incompetent.
5. If the Respondent raises an objection to the arbitration being subject to these Rules or any objection to the jurisdiction of GIDI, the Permanent Court of GIDI shall determine these matters.

Article 6: Processing the application

1. Once GIDI has received the answer to the request, the Permanent Court of GIDI officially opens the arbitration procedure. It notifies the parties of the opening of the case.
2. It shall appoint the arbitrators in accordance with the relevant provisions.

Article 7: Appeal and Intervention

1. A party wishing to assert a claim against a new party (appeal in question) must do so by filing a formal request on the GIDI platform in accordance with the requirements set out.
2. A new party wishing to make a claim against an existing party (intervention) must do so by filing a formal application on the GIDI platform in accordance with the requirements set out.
3. If the requirements are not met, GIDI may grant additional time to remedy the situation.

Article 7a: Substitution of parties

1. Where the disputed object is disposed of in the course of the proceedings, the purchaser may take over the proceedings from the withdrawing party
2. The substituting party is liable for all costs. The party who withdraws from the case is jointly and severally liable for the costs incurred until the substitution.
3. In the absence of alienation of the subject matter of the dispute, substitution of parties shall be subject to the consent of the other party, subject to special provisions applicable in the case of succession or obligations of the parties.

2. General provisions

Article 8: Form of notifications

1. All notifications that provide a written record of the transmissions are permissible under these Rules.
2. Notice shall be deemed to have been received if and when it has been delivered to the addressee at his habitual residence, place of business, postal address or e-mail address.
3. If, after reasonable inquiry, no address can be identified, the notice shall be deemed to have been received if it was delivered to the last known residence, place of business, or postal or electronic address of the addressee.

Article 8a: Recipients

All communications by a party to the Arbitral Tribunal shall be addressed to all parties and to each member of the Arbitral Tribunal, subject to specific requests, such as requests for information or practical information.

Article 9: Cooperation of the recipient

In the event of difficulty, the addressee must cooperate by providing any useful information enabling the trace of the communication sought to be found.

Article 10: Calculation of time limits

1. Where a time limit is provided for in these Rules, it shall begin to run on the day following the day on which the notification was made. If the last day of the period is an official holiday at the residence or place of business of the addressee, the period shall be extended to the first working day.
2. Public holidays or non-working days are included in the calculation of the period.
3. The Permanent Court of GIDI may extend or shorten any of the time limits provided for in these Rules, depending on the circumstances, subject to the time limits set by the Arbitral Tribunal or agreed upon by the parties.
4. Time limits set by the arbitral tribunal or agreed upon by the parties shall be binding. Written submissions and evidence submitted after the time limit may be declared inadmissible at the discretion of the arbitral tribunal.

Article 11: Application of the principle of confidentiality

The existence of the arbitration proceedings, as well as all documents (emails, letters, file documents, etc.) relating to them and not in the public domain, are confidential, except where disclosure is required by a legal obligation to assert claims or to enforce or challenge an award in proceedings conducted in good faith.

3. Composition of the Arbitral Tribunal

Article 12: Number of referees

1. The number of arbitrators is determined by the parties. If the parties have not determined the number of arbitrators, the Permanent Court of GIDI shall decide whether the case shall be submitted to a sole arbitrator or to a three-member arbitral tribunal, taking into account the circumstances.
2. The Permanent Court of GIDI will, in principle, choose to submit the case to a sole arbitrator, unless the complexity of the case, the value in dispute or any other circumstance justifies the constitution of a three-member arbitral tribunal.
3. The parties who have agreed on the constitution of a three-member arbitral tribunal may modify their agreement and submit the dispute to a sole arbitrator. They must notify the modification to the Permanent Court of GIDI within 30 days from the commencement of the arbitration proceedings.

Article 13: Appointment of arbitrators

1. Any appointment of an arbitrator by the parties must be confirmed by the Permanent Court of GIDI. No reasons shall be given for the decision of the Permanent Court. If an appointment is not confirmed, the Permanent Court may, in agreement with the parties, appoint a new arbitrator within a reasonable time.
2. Where the parties have agreed on the appointment of a sole arbitrator, the Permanent Court shall appoint the sole arbitrator at the request of a party if he or she has not been appointed by mutual agreement of the parties within thirty days from the receipt of the Request for Arbitration by GIDI.
3. Where the parties have agreed to the appointment of three arbitrators, each party shall appoint one arbitrator and these two arbitrators shall appoint the chairman of the Arbitral Tribunal within 30 days of their appointment. The Claimant shall name an arbitrator in the Request for Arbitration and the Respondent shall name an arbitrator in its Answer to the Request. In appointing the chairman of the arbitral tribunal, the arbitrators shall take into account the views of the parties. Where the parties do not appoint the arbitrators, the Permanent Court of GIDI does so.
4. The Permanent Court shall have full powers to resolve any difficulty in the constitution of the Arbitral Tribunal in accordance with these Rules. It may revoke an appointment already made, appoint or reappoint the arbitrator(s).
5. Once the provisional advance has been paid and all arbitrators have been confirmed, the Permanent Court of GIDI shall promptly transmit the entire file to the constituted arbitral tribunal.

Article 14: Duty of independence and impartiality of arbitrators

1. Any arbitrator appointed under these Rules has a duty of independence and impartiality throughout the proceedings.
2. At the time of appointment, the arbitrators must inform the Permanent Court of any circumstances that may give rise to doubts as to their independence or impartiality. This obligation is in force throughout the arbitration proceedings.
3. In the absence of a challenge within 15 days from the notification of the information to the parties or from the date on which the party had or should have had knowledge of such circumstances, the party may no longer request the challenge of the arbitrator on this basis.

Article 15: Challenge to an Arbitrator

1. An arbitrator may be challenged:
   1. when it does not meet the qualifications agreed upon by the parties;
   2. where circumstances give rise to justifiable doubts as to its independence or impartiality.
2. A party may only challenge an arbitrator it has appointed or helped to appoint for a reason that, although it exercised due diligence, it was not aware of before the appointment.
3. A party wishing to challenge an arbitrator must send a challenge request to the Permanent Court via the GIDI platform within 15 days of becoming aware of the circumstances justifying the challenge. GIDI will inform the other parties and the members of the arbitral tribunal of the request.
4. If the parties do not agree on the challenge of the arbitrator or if the arbitrator does not withdraw of his own accord, the Permanent Court shall decide within 15 days.
5. The challenge of the arbitrator does not suspend the arbitration.

Article 16: Removal of an arbitrator

1. Any arbitrator may be removed by agreement of the parties.
2. The removal of an arbitrator does not suspend the arbitration.
3. The Permanent Court may also remove an arbitrator, either spontaneously or at the request of the other arbitrators or of a party, if he or she fails to perform his or her duties satisfactorily.
4. An arbitrator does not perform his or her duties satisfactorily if he or she is unable to perform his or her duties in a timely manner or does not perform them with due diligence.
5. The Permanent Court shall give a final decision. No reasons shall be given for its decision. However, the arbitrator shall be given the opportunity to be heard beforehand.

Article 17: Appointment of a substitute referee

The appointment of a replacement arbitrator shall be made in accordance with the original terms of appointment unless the Permanent Court decides otherwise.

Article 18: Resignation of an arbitrator

1. An arbitrator may resign following a challenge or for any other legitimate reason.
2. The resignation of the referee does not suspend the arbitration.
3. The remaining arbitrators may continue the proceedings on their own or request the GIDI Permanent Court to appoint a substitute arbitrator in accordance with Article 17.
4. The remaining arbitrators shall also determine the amount of fees due to the arbitrator who has resigned.
5. In the case of a sole arbitration, the Permanent Court of GIDI shall appoint a substitute arbitrator in accordance with Article 17.

Article 19: Death of an arbitrator

1. If an arbitrator dies, the remaining arbitrators may continue the proceedings alone or request the Permanent Court of GIDI to appoint a substitute arbitrator in accordance with Article 17.
2. The resignation of the referee does not suspend the arbitration.
3. The remaining arbitrators may continue the proceedings on their own or request the GIDI Permanent Court to appoint a substitute arbitrator in accordance with Article 17.
4. In the case of a sole arbitration, the Permanent Court of GIDI shall appoint a substitute arbitrator in accordance with Article 17.

Article 20: Secretary

Once the Arbitral Tribunal has been constituted, it may appoint a secretary to assist it in the administrative tasks of the case.

4. Jurisdiction of the Arbitral Tribunal

Article 21: Competence of the arbitral tribunal to rule on its own jurisdiction

1. The Arbitral Tribunal has the power to rule on its own jurisdiction.
2. It shall decide on its jurisdiction without regard to an action having the same object already pending between the same parties before another State court or arbitral tribunal, unless there are serious grounds for suspending the proceedings.
3. The Arbitral Tribunal may rule on any objection as to its jurisdiction. In particular, it shall have jurisdiction to rule on the existence or validity of the Arbitration Agreement.
4. The plea of lack of jurisdiction must be raised prior to any defence on the merits.
5. The Arbitral Tribunal shall decide on its jurisdiction by incidental decision.

5. Provisional and precautionary measures, emergency and expedited procedures

Article 22: Provisional and precautionary measures

1. Unless otherwise agreed, the arbitral tribunal may order interim measures of protection at the request of a party.
2. If the party concerned does not comply voluntarily, the Arbitral Tribunal or a party may request the assistance of the judge of the seat of the Arbitral Tribunal, who shall apply his own law.
3. The Arbitral Tribunal shall issue such measures in the form of an incidental award.
4. The arbitral tribunal or the judge at the seat of the arbitral tribunal may make any interim measures of protection or provisional measures that it is requested to order subject to the provision of appropriate security.

6. Arbitration procedure

Article 23: General provisions

1. The Arbitral Tribunal shall at all times ensure that the principles of fair trial are respected. It shall guarantee the equal treatment of the parties and their right to be heard.
2. All parties undertake to act in good faith, to cooperate in the taking of evidence and to contribute to the proper conduct of the proceedings. They undertake to comply without delay with any decision or award made by the Arbitral Tribunal.

Article 24: Litigation

The arbitral proceedings shall be pending as soon as one of the parties refers the matter to the arbitrator or arbitrators designated in the arbitration agreement or, failing such designation, as soon as one of the parties initiates the procedure for the constitution of the arbitral tribunal.

Article 25: Seat of Arbitration

1. If the parties fail to agree on the seat of the arbitration, the Permanent Court of GIDI shall designate the seat of the arbitration in the light of the circumstances or request the Arbitral Tribunal to make a determination.
2. Regardless of the determination of the seat of the arbitration, hearings may be held at any appropriate place as designated by the Arbitral Tribunal. They may be conducted online.
3. The Arbitral Tribunal may also visit the place where evidence relevant to the proceedings is located, if it considers it necessary. The parties shall, in principle, be present at these findings, either in situ or online.
4. The award shall be deemed to have been made at the seat of the arbitration.

Article 26: Language

1. If the parties do not agree on the language of the arbitration, the Arbitral Tribunal shall determine the language(s) of the arbitration.
2. Where the Arbitral Tribunal accepts the use of more than one language by the parties, it may select only one language for correspondence with the parties and for the preparation of its decisions, including any award.
3. The Arbitral Tribunal may accept partial translations of documents into a language other than the chosen language(s), provided that the other language is understood by all parties.
4. The Arbitral Tribunal shall designate the interpreter(s), where necessary, who shall intervene at the hearings.

Article 27: Representation of the parties

1. The parties shall be free to determine their representative(s). They may also be assisted by persons designated by them.
2. The representatives shall submit to the arbitral tribunal a power of attorney evidencing their authority.

Article 28: Conduct of the trial and pleadings

The Arbitral Tribunal shall apply the provisions of these Rules in the arbitration proceedings before it. It may also take such measures as it considers appropriate to ensure the efficiency of the proceedings.

Article 29: Initial Hearing

1. Once the Arbitral Tribunal is constituted, it shall schedule an initial hearing with the parties.
2. At the initial hearing, the Arbitral Tribunal shall establish the procedural timetable for the arbitration. It may also establish a list of issues to be addressed and the steps it intends to take.
3. The procedural timetable specifies the steps to be taken during the proceedings, the deadlines for written submissions, the dates of all hearings, and an estimate of the duration of the proceedings. Hearings are scheduled with the agreement of the parties.
4. The decisions taken at the initial hearing shall be recorded in writing by the Arbitral Tribunal.

Article 30: Exchange of entries

1. The parties shall prepare one or more memoranda in accordance with the timetable for the proceedings or at the request of the arbitral tribunal. The pleadings shall be concise and precise.
2. Depending on the instructions of the Arbitral Tribunal, they may be sent by post or delivered electronically on the GIDI platform for this purpose.
3. The time limits shall be determined by the Procedural Calendar or the Arbitral Tribunal.
4. The party shall communicate its submission to all other parties.

Article 31: Statement of claim

1. The application brief includes:
   1. the names and addresses of the parties and their representatives, if any;
   2. a statement of the relevant facts ;
   3. the reasons for the request ;
   4. conclusions.
2. All relevant documents and other evidence must be attached to the application.

Article 32: Statement of defence

1. The statement of defence shall include :
   1. the names and addresses of the parties and their representatives, if any;
   2. a determination on all the elements of the statement of claim listed in Article 33a.
2. The Respondent may raise in its Statement of Defense a plea that the Arbitral Tribunal lacks jurisdiction or that it was improperly established. The Respondent shall state the reasons for its objection.
3. Article 33a (1) shall apply mutatis mutandis to the counterclaim and the set-off.
4. All relevant documents and other evidence must be attached.

Article 33: Amendments to the grounds of claim and/or defence

A party may amend or supplement the grounds of the claim or defence during the course of the proceedings. The Arbitral Tribunal may, however, reject an amendment made belatedly or in bad faith, or for any other reason.

Article 34: Hearings

1. One or more hearings may be set in the procedural calendar, depending on the dispute and the complexity of the case. They allow the parties to be heard, witnesses or experts to present their evidence, and each party to present its arguments.
2. An additional hearing may be held at the request of one of the parties or if the Arbitral Tribunal considers it necessary.
3. The parties or their legal representatives must, in principle, be present at the hearings.
4. Hearings may be held in person or by video or audio conference.

Article 35: Means of proof

1. The arbitral tribunal shall conduct its own evidentiary process. It shall be free to determine the admissibility, relevance and probative value of the evidence.
2. Evidence shall be submitted in accordance with these Rules or at the request of the Arbitral Tribunal.
3. The Arbitral Tribunal may require the parties to produce evidence. Where such information is confidential, the Arbitral Tribunal may maintain such confidentiality by any appropriate means.
4. Generally, documents must be produced electronically through the GIDI platform. The Arbitral Tribunal may require the submission of original documents at any time.

Article 36: Witnesses

1. The parties shall submit the list of witnesses they wish to call at the initial hearing.
2. Witnesses shall submit a written statement within the time limit set by the arbitral tribunal. This statement shall be made before they are heard.
3. The Arbitral Tribunal may freely decide to refuse or limit the attendance of witnesses called by the parties.
4. The Arbitral Tribunal may at any time order the attendance of a witness. In such a case, it shall set a time limit for the witness to make a written statement prior to the hearing.
5. Written statements shall be submitted on the GIDI platform for this purpose.

Article 38: Experts

1. The Arbitral Tribunal may appoint one or more experts, after consultation with the parties.
2. He shall determine the expert’s tasks in agreement with the parties.
3. The Terms of Reference of the expert shall be drawn up by the Arbitral Tribunal. The parties shall cooperate in the preparation of the expert opinion and shall provide all necessary information, documents or objects. Disputes arising between the parties and the expert as to the necessity of providing any information, document or thing shall be decided by the arbitral tribunal.

Article 39: Default

1. A party is in default when it fails to perform a required procedural step within the prescribed time limit or fails to appear at a hearing regularly scheduled by the arbitral tribunal.
2. The Arbitral Tribunal may grant an extension of time or propose a new hearing to the parties when the defaulting party so requests and for good cause.
3. If the claimant fails to submit its claim within the time limit, without showing good cause, the arbitral tribunal shall order the termination of the arbitration proceedings.
4. If the Respondent does not submit its Answer within the time limit, without giving any legitimate reason, the arbitration proceedings shall continue.
5. If one of the parties fails to appear at the hearing without showing good cause, the Arbitral Tribunal may proceed with the arbitration.
6. If one of the parties refuses to cooperate, in particular by failing to produce a document relevant to the arbitration proceedings, without showing good cause, the arbitral tribunal shall take this into account when assessing the evidence. Furthermore, the arbitral tribunal may decide on the basis of the evidence available to it.

Article 40: Minutes

1. If the hearing is held in person, the substance of the proceedings and testimony is recorded in the minutes, which are read or given to the parties to read, who sign the document.
2. Hearings that take place online are recorded. The recordings are placed in the file and kept.

Article 41: Objection and waiver

If a party learns or finds that a provision of these Rules has not been complied with, it shall have 10 days from the time it learns of the violation to lodge an objection forthwith, failing which it shall be deemed to have waived its right to object.

Article 42: Alternative dispute resolution

1. At any time during the arbitration proceedings, the parties may agree to resolve their dispute through mediation or other forms of alternative dispute resolution. At the request of the parties, the arbitration proceedings shall be suspended during this period.
2. In the event of a favourable outcome, the Arbitral Tribunal shall declare the arbitration proceedings finally closed. It shall send a dated copy of the decision to terminate the proceedings, signed by the arbitrators, to the parties by electronic means.
3. The parties may also obtain an arbitral award on the basis of an agreement of the parties. In this case, the provisions of Article 44 of these Rules shall apply.

Rule 43: Closure of debates

4. The Arbitral Tribunal shall declare the proceedings closed when it considers that it has the necessary evidence to make its determination. It also verifies that all parties have been heard in a satisfactory manner.
5. After the closure of the hearing, no writing or evidence shall be admissible unless expressly authorized by the Arbitral Tribunal.

7. Award

Article 43: Award

1. The deliberations of the members of the Arbitral Tribunal shall be secret.
2. Where there is more than one arbitrator, any award or other decision of the Arbitral Tribunal shall be made by majority vote. In the event that there is no majority, the chairman of the Arbitral Tribunal shall make the award alone.

Article 44: Form of the award

1. The Arbitral Tribunal may render an incidental, partial or final decision.
2. The award shall be in writing and shall state the reasons on which it is based, unless the parties agree otherwise. It shall be dated and signed. The signature of the Chairman shall suffice.
3. The award shall be notified electronically to the parties. The parties may request an original copy of the award from the Arbitral Tribunal. GIDI shall retain an original copy of the award.

Article 45: Enforcement of the award

1. The award shall be final and binding on the parties. By submitting their dispute to these Rules, the parties undertake to carry out the award without delay and are deemed to waive any recourse or immunity, if such waiver can be valid.
2. It is the responsibility of the parties and the arbitrators to take such steps as may be necessary to ensure that the award can be enforced in any court of competent jurisdiction.

Article 46: Applicable law

3. The Arbitral Tribunal shall decide the case in accordance with the rules of law agreed upon by the parties or, failing such agreement, in accordance with the rules of law with which the case is most closely connected.
4. The parties may authorize the Arbitral Tribunal to decide the case in equity.
5. The Arbitral Tribunal shall refer in particular to the provisions of the Contract and shall take into account the practices applicable in the field.

Article 47: Correction and interpretation of the award, additional award

1. Any party may request the Arbitral Tribunal within 30 days after the communication of the award to correct any errors in computation or drafting in the award, to interpret certain passages of the award or to make an additional award on claims presented in the arbitral proceedings but omitted from the award.
2. The Arbitral Tribunal may, on its own initiative and within the same time limit, correct or interpret the award or make an additional award.

Article 48: Costs of proceedings

1. The final award or the decision to terminate the proceedings shall state the precise amount of the costs of the arbitration.
2. Fees may include, but are not limited to:
   1. the fees and expenses of the arbitrators and the secretary ;
   2. the costs of witnesses, experts ;
   3. representation and other costs incurred in connection with the arbitration, if claimed during the arbitration proceedings and if reasonable;
   4. administrative costs.
3. The Arbitral Tribunal may take into account any circumstances that it considers relevant in determining the costs, including the speed, efficiency and cooperation of the parties in the arbitration proceedings.
4. The costs of the arbitration shall in principle be borne by the losing party. The Arbitral Tribunal may, however, apportion the costs differently in the light of the circumstances.

Article 49: Fees and expenses of arbitrators

1. The fees and expenses of the Arbitral Tribunal are set out in the Appendix to these Rules.
2. The Arbitral Tribunal shall determine the distribution of fees among its members. It is customary for the chairman to receive 40% and each co-arbitrator 30% of the total fees.

8. Other provisions

Article 50: Exclusion of liability

The parties waive all claims under the applicable law against the arbitrators and any person appointed by the Arbitral Tribunal for any act or omission in connection with the arbitration.

All disputes arising out of or in connection with this contract shall be finally settled under the GIDI Rules of Arbitration by one or more arbitrators appointed in accordance with these Rules.