Court clauses should always be explicitly included in the contract7.7 It is essential that a contract clearly covers the parties` agreement on a particular jurisdiction. Do not leave invoices sent after the conclusion of the contract or fall into the trap of exchanging the parties` standard terms, which virtually guarantees a « fight of forms » on their terms and exclusive jurisdiction clause. For most international contracts, standard arbitration clauses, developed by arbitration institutions, are sufficient to ensure the proper functioning and flexibility of arbitration in the event of litigation. Model arbitration clauses have been used in thousands of arbitrations and are combat-tested, provided that wording is highly unlikely to create jurisdictional issues. In order to remove a commercial dispute from a national judicial system and to subject it to arbitration in the event of a dispute, only a standard arbitration clause must generally be copied and inserted into an international contract. This option, called « hybrid » or « asymmetrical » clauses, often appears in loan contracts because the borrower merely takes legal action in a particular jurisdiction and the Bank reserves the right to initiate proceedings before a competent court, i.e. where the assets are located. Such clauses are generally negotiated where there is an imbalance of bargaining power between the parties, as they clearly place one party in a more favourable position than the other. Recent developments have the effect that contracting parties must be cautious in the application of these clauses, particularly with respect to European transactions.6 All disputes or claims arising from or related to this contract, including disputes relating to its validity, infringement, termination or nullity, are submitted to the Vienna International Arbitration Centre (VIAC) of the Austrian Economic Chamber and, in accordance with VIAC`s arbitration rules (Vienna rules), are definitively appointed by one or three arbitrators appointed in accordance with VIAC`s arbitration rules. (7) If the parties wish to conduct arbi-med proceedings, it should be included, after a complement to the standard arbitration clause: the arbitral tribunal consists of three individual arbitrators/ arbitrators. The seat of arbitration is […]. The language to be used in arbitration is […]. This contract is governed by the material right of […].
The International Court of Commercial Arbitration is attached to the Romanian Chamber of Commerce and Industry (CICA) « Any dispute arising from or related to this contract, including its conclusion, nullity, interpretation, performance or termination, is resolved by a final arbitration organized by the Court of International Commercial Arbitration of the Romanian Chamber of Commerce and Industry, in accordance with its arbitration rules. The arbitration award is final, binding and enforceable. Swiss Chambers Arbitration Institution (SCAI) « Any dispute, controversy or claim that arises from this contract, including the validity, invalidity, violation or termination of the contract, will be settled by arbitration in accordance with the Swiss rules of international arbitration of the arbitration institution of the Swiss chambers on the date on which the notice of arbitration is filed in accordance with these rules. The number of referees is… [« one, » « three, » « one or three »; The seat of arbitration is … [Name of city in Switzerland, unless the parties agree to a city in another country]. The arbitration procedure is set in place … [Insert the desired language]. In addition, the parties agree to jointly consider, after the arbitration proceedings, the holding of proceedings under the mediation rules of the Vienna Court of International Arbitration (VIAC) of the Austrian Economic Chamber.