Business partners and companies

Article [X] - Arbitration 1. All company-law disputes between the company, its bodies, the members of its bodies or its shareholders, in particular the challenge or the declaration of nullity of resolutions of the general meeting, actions in liability and disputes relating to shareholder status, are settled by arbitration through the CONCORDA platform (www.concorda.ch), to the exclusion of the ordinary state courts. 2. The company, its bodies, the members of the bodies and the shareholders, including future shareholders, are bound by this clause (art. 697n para. 1 CO). 3. The arbitration is conducted in accordance with the CONCORDA Arbitration Rules in force at the time proceedings are commenced, which form an integral part of this clause. The parties expressly exclude the application of Chapter 12 of the Federal Act on Private International Law (PILA), in accordance with article 176 paragraph 2 thereof, and submit the proceedings exclusively to Swiss domestic arbitration (art. 353 et seq. CPC). The arbitral tribunal is composed of a sole arbitrator. The seat of the arbitration is at Monthey. The language of the proceedings is French. The procedure is governed by Part Three of the CPC (art. 697n para. 2 CO). The award is final and constitutes an enforceable title (art. 387 CPC), the remedies before the Federal Supreme Court remaining reserved. 4. The persons who may be directly concerned by the legal effects of the award are informed of the commencement and the closure of the proceedings and may participate in the constitution of the arbitral tribunal and in the proceedings as interveners (art. 697n para. 3 CO). The CONCORDA Arbitration Rules govern the modalities of this information and this participation. 5. There remain reserved the acts falling within the exclusive jurisdiction of the authorities, in particular entries in the commercial register, as well as proceedings under the Debt Enforcement and Bankruptcy Act. 6. The parties agree that, at the request of a party, the arbitral tribunal may provide in its award that the party which fails to comply within the fixed time limit shall pay the other party a penalty per period of delay, the amount of which the arbitral tribunal fixes on an equitable basis according to the circumstances, without it being able to exceed a rate of 10 % of the amount in dispute per year, calculated pro rata temporis. This penalty is due irrespective of any loss (art. 161 CO); art. 163 para. 2 and 3 CO remains reserved.