'II. Background of the dispute

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B. Jurisdiction of the Sole Arbitrator

1. § 12 of the Distribution Agreement provides for "Choice of law, jurisdiction and place of performance" as follows:

(1) All disputes arising out of or in connection with the present agreement or in connection with the purchase agreements concluded in execution hereof shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Stuttgart, Germany. The arbitral tribunal shall consist of one arbitrator who shall be appointed in accordance with the said Rules. The language of the arbitral proceedings shall be English.

(2) German law excluding application of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) shall apply to this agreement and to purchase agreements concluded in execution hereof.

(3) Place of performance for all claims under this agreement shall be Germany.

2. [Respondent] contests the jurisdiction of the Sole Arbitrator on the grounds that the arbitration agreement is void as a matter of mandatory provisions of the UAE Commercial Agency Law ("CAL"), as amended in 2006. The choice of German law as provided for under § 12 (2) of the Distribution Agreement is not valid in this respect.

3. The Parties ... agreed that the Sole Arbitrator shall render a separate award regarding the issue of his jurisdiction and the applicable law with respect to the validity of the arbitration clause ...

III. The Parties' principal positions with respect to arbitral jurisdiction

A. [Respondent]'s case

1. [Respondent] is of the opinion that the arbitration clause contained in the Distribution Agreement is not valid as a matter of UAE mandatory law.

2. [Respondent] contests [Claimant]'s preliminary argument that it did not raise its jurisdictional objection together with its Answer to the Request for Arbitration and that it was therefore raised too late pursuant to § 1042(2) of the German Civil Procedure Act ( the "ZPO"). By submitting the dispute to an arbitration under the ICC Rules, the Parties have used their right to deviate from the provisions of 1040(2) ZPO in accordance with § 1042(3) ZPO. The ICC Rules do not contain a mandatory provision as to when a jurisdictional objection must be raised for the first time.

3. In addition, [Respondent] submits that it raised the objection to the Sole Arbitrator's jurisdiction in its Answer to the Request for Arbitration as required under § 1040(2) ZPO.

4. [Respondent] also counters [Claimant]'s argument that UAE law did not apply to the Distribution Agreement in arguing that the Distribution Agreement is subject to mandatory provisions of the UAE Federal Act No. 18 of 1981 organizing Commercial Agencies, as amended by Federal Acts No. 14 of 1988 and No. 13 of 2006 (the UAE Commercial Agency Law, hereinafter the "CAL"). [Respondent] submits that the Distribution Agreement institutes a commercial agency within the meaning of Article 1 of the CAL, i.e. a "representation of a principal by an agent for distribution, sale, display or render of a commodity or service in the [UAE] against a commission or profit". The definition of a commercial agency also applies to distributors, i.e. independent traders who buy and resell goods in their own account, notably because they derive a profit.

5. [Respondent] relies on Article 6 of the CAL pursuant to which "the [UAE] Courts shall rule in any dispute that may arise between the principal and the agent due to its implementation. Other agreements contrary to this shall not be acknowledged". As confirmed by a decision of the Dubai Court of Cassation of July 3, 2006 (No. 2006/11), UAE courts have exclusive jurisdiction over commercial agency matters.

6. [Respondent] explains that, according to that same decision, this also applies to non-registered distribution agreements. The fact that the Distribution Agreement was not registered does neither affect its validity, pursuant to Article 227 of the UAE Commercial Transactions Law, nor the applicability of certain mandatory provisions of the CAL, which are based on public policy considerations. In particular, Article 6 of the CAL also applies to non-registered distribution agreements.

7. [Respondent] further points out that applying § 12 of the Distribution Agreement would result in a violation of the Introductory Act to the German Civil Code ("EGBGB"), and in particular Article 27(3) (as applicable at the time of the conclusion of the Distribution Agreement), which prevents to escape mandatory provisions of the law of the country to which all elements relevant to the situation are connected by choosing the law of another country. Thus, Article 6 CAL, which is to be regarded as part of the public policy in the UAE, may not be bypassed by the choice of German law.

8. [Respondent] further points towards Article 27 UAE Civil Code, which states that application of rules of foreign law is excluded if such rules violate Shari'a law, public policy or bonos mores. Given the public policy nature of Article 6 CAL, the contractual choice of German law has to be disregarded also in this respect.

9. [Respondent] finally requests that the Sole Arbitrator burdens [Claimant] with the costs related to the hearing on jurisdiction given that any and all issues dealt with during the hearing could have been dealt with in written form, and that the costs incurred by [Respondent] in this respect were solely caused by [Claimant]'s insistence upon such hearing without any valid reason and with no useful purpose for the proceedings.

B. [Claimant]'s case

1. [Claimant] submits that according to § 1040(2) ZPO, [Respondent] had to raise any jurisdictional objection together with its Answer to the Request for Arbitration. [Respondent], however, in its Answer to the Request for Arbitration merely made an unspecified submission that the Sole Arbitrator "had no preliminary jurisdiction to try and entertain the dispute" in the context of its comment concerning the choice of German law contained in § 12 of the Distribution Agreement.

2. [Claimant] submits that the specific objections raised by [Respondent] thereafter in its submission ... with regard to the jurisdiction of the Sole Arbitrator must not be taken into account as they are not based on "recently established facts" and therefore are raised too late within the meaning of § 1040(2) ZPO. The Parties have not waived the application of § 1040(2) ZPO, neither explicitly nor implicitly, as the ICC Rules do not contain a specific provision concerning a deadline for raising jurisdictional objections. In addition, the objection was raised after the deadline set by the Secretariat of the ICC International Court of Arbitration ...

3. [Claimant] further submits that the CAL does not apply. The choice of German law made under § 12 of the Distribution Agreement is not affected by Article 27(3) EGBGB given that the case at hand has no exclusive connection to the UAE since [Claimant] is a company organized under the laws of Germany and having its place of business in Germany. Article 6 CAL, even if it were mandatory as a matter of UAE public policy, therefore would still not be applicable as a matter of German international private law.

4. [Claimant], in an alternative line of argument, further points out that only registered agency agreements fall within the scope of the CAL according to the definition of Article 1 CAL. The Distribution Agreement between the Parties does not qualify as an agency agreement within the meaning of the CAL. [Respondent] is a mere reseller and not a commercial agent. In addition, absent any registration of the agreement, the CAL is not applicable to the Parties' relationship in accordance with Article 3 of the CAL. Therefore, [Respondent] may not benefit from the provisions of Article 6 CAL which excludes any jurisdictional agreement between the parties to a registered agency agreement which would have the effect to escape the jurisdiction of UAE courts.

5. [Claimant] also submits that any such exclusive jurisdiction of the UAE courts is not warranted by any other provisions of UAE law either. In particular, Article 227 of the UAE Commercial Transaction Law is not applicable to the Parties' relationship given that said article defines distribution agreements as a contract proxy where the distributor acts, if not in the name of, at least for the account of the principal. Under the Distribution Agreement, however, [Respondent] was supposed to act in its own name and on its own account as a pure reseller. Alternatively, even if Article 227 of the Commercial Transaction Law were applicable, Article 226 of the Commercial Transaction Law, to which Article 227 refers, would still not institute exclusive jurisdiction of the UAE courts for such agreements, as Article 31 § 5 in connection with Article 203 of the UAE Code of Civil Procedure allow the parties to derogate from such jurisdiction in favour of arbitration agreements. This is confirmed by Article 238 of the UAE Code of Civil Procedure which acknowledges the prevailing nature of provisions contained in international conventions to which the UAE are a party. As the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the "New York Convention") has been ratified by the UAE with effect from November 19, 2006, the Parties' agreement to arbitrate their disputes under the Distribution Agreement is recognized also under UAE law.

6. [Claimant] further rejects the applicability of the UAE conflict-of-law rules. Since the arbitration clause provided for the seat of the arbitration in Germany, §§ 1025 et seq. ZPO apply. The Sole Arbitrator therefore must apply the material laws agreed upon, i.e. German law. [Claimant] therefore is of the opinion that the Sole Arbitrator has jurisdiction over [Respondent] with respect to the claims raised.

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Reasons

According to the Parties' agreement ..., the present award only deals with [Respondent]'s objection to the Sole Arbitrator's jurisdiction to hear the present dispute.

In this respect, it is undisputed that the Distribution Agreement contains an arbitration clause providing for arbitration in Stuttgart, Germany, under the ICC Rules. The Distribution Agreement also provides for application of German law. [Respondent] is of the opinion that the arbitration agreement is inapplicable to the present dispute as a matter of mandatory UAE law. [Claimant] is of the opinion that the objection is belated and in any case unfounded.

[Respondent]'s objection to the Sole Arbitrator's jurisdiction is not delayed (hereafter I), but unfounded (hereafter II). ...

I. [Respondent]'s objection to the arbitral jurisdiction is not delayed

[Claimant] submits that [Respondent] has not raised the jurisdictional objection within the time limit foreseen under § 1040(2) ZPO as it was neither raised within the deadline set by the ICC Secretariat ... (hereafter A.) nor was it contained in its Answer in sufficient detail (hereafter B.).

A. Jurisdictional objection not delayed

1. § 1040(2) ZPO requires that any objection to the arbitral jurisdiction "shall be raised not later than the submission of the statement of defence".

2. [Respondent] is of the opinion that the Parties, by agreeing to the ICC Rules,¹ have opted out of the application of § 1040(2) ZPO, given that Article 5 of the ICC Rules provides for a deadline to submit an Answer to the Request for Arbitration without providing for a specific deadline to submit jurisdictional objections. [Claimant] submits that § 1040(2) ZPO may not be deviated from by the Parties.

3. It becomes clear from the plain wording of § 1040(2) ZPO that the Parties may not opt out of that provision (see MünchKommZPO/Münch, 3rd ed., § 1042, para. 16). By contrast to other provisions governing arbitration procedures in Germany, § 1040(2) ZPO does not foresee the possibility of deviating party agreements. § 1040(2) ZPO makes the time limit for jurisdictional objections clearly mandatory ("shall be raised not later than"). Only the arbitrator may allow a belated objection if the delay is excused ("The arbitral tribunal may, in either case, admit a later plea if it considers that the party has justified the delay.").

4. In any case, none of the provisions under the ICC Rules deals with the specific question as to which moment a jurisdictional objection has to be raised. The invitation for [Respondent] to make known any jurisdictional objections on or before [the date set by] the ICC Secretariat serves the specific internal administrative purpose for the ICC Court to make any determination under Article 6(2) of the ICC Rules. The nature of such administrative deadline set by the Secretariat does not amount to a specific regulatory value prevailing over arbitration statutes. Therefore, the specific rule under § 1040(2) ZPO would stand in any case, even irrespective of its mandatory nature.

5. It is for this reason that it is irrelevant that [Respondent] has not submitted its jurisdictional objections by [the date] it was invited to do by the Secretariat ...

6. [Claimant] also seems to take issue with the fact that [Respondent] has submitted its Answer out of the time limit set by the Secretariat for the submission of said Answer.

7. First of all, it must be observed that the Secretariat has extended the time limit for [Respondent] to submit its Answer a first time ... until February 10, 2009, and a second time ... until February 28, 2009, which for the present purpose is the date to be considered by the Sole Arbitrator.

8. It is true that [Respondent]'s Answer dated February 29, 2009, has been transmitted to the ICC Secretariat by facsimile only on March 2, 2009. However, for the purpose to decide whether [Respondent]'s jurisdictional objection is belated under § 1040(2) ZPO, it is irrelevant whether it has been raised out of a time limit set for the Answer on the merits, as long as it has been raised together with said Answer. [Claimant] does not argue that [Respondent]'s Answer should be disregarded altogether by reason of a belated filing. In any case, time limits under the ICC Rules and set or extended by the ICC Secretariat fulfill administrative purposes only and do not have effects of foreclosure. Therefore, [Respondent]'s Answer must be considered by the Sole Arbitrator, and together with it any jurisdictional objection it may contain.

B. Jurisdictional objection contained in the Answer on the merits

1. [Claimant] is of the opinion that [Respondent] did not raise an objection as to the Sole Arbitrator's jurisdiction with sufficient detail in its Answer.

2. While in Section C of the Answer an objection to the jurisdiction of the Sole Arbitrator was largely argued with regard to then "Respondent 2" on the grounds that [it] had not signed the arbitration agreement contained in the Distribution Agreement, the arguments made under Section D of the Answer regarding [Respondent] mainly focused on the invalidity of the choice-of-law clause under § 12 of the Distribution Agreement. [Respondent], under the heading "Comments concerning the choice of law" writes:

Without prejudice to the rights of Respondent No. 1, it is respectfully submitted the appointed Arbitration Tribunal has no preliminary jurisdiction to try and entertain this dispute, if any, and respectfully submit that the choice of law in the Distribution Agreement as contained in § 12 therein is invalid and put the Claimant to strict proof thereof.

3. Thereupon, the ICC Secretariat ... informed the parties that the ICC Court had decided that "the arbitration shall proceed only between Claimant … and Respondent 1 in accordance with Article 6(2) of the ICC Rules". Under such circumstances, "any decision as to the jurisdiction of the Arbitral Tribunal shall be taken by the Arbitral Tribunal itself" (Art. 6 (2), 2nd sentence ICC Rules).

4. It is interesting to note that in its submission ..., [Claimant], in direct response to [Respondent]'s Answer in this respect, writes:

It is not clear on what grounds the Respondents could challenge the validity of the Distribution Agreement and the arbitration clause contained therein. Therefore, the Arbitral Tribunal has jurisdiction with regard to Respondent 1.

5. From such exchange of arguments, it becomes clear not only that [Respondent], in its Answer, voiced its intention to contest the arbitral jurisdiction on the grounds that the choice-of-law clause under § 12 of the Distribution Agreement, which also contains the arbitration clause, is invalid, although one may have wished that such intention was accompanied by more explicit language than the one chosen by [Respondent]. But it becomes also clear that [Claimant] had understood that [Respondent] had raised such an objection. It is in this respect irrelevant whether [Claimant] had in fact, at that point of time, fully grasped the legal argumentation supporting [Respondent]'s objection.

6. The Sole Arbitrator therefore finds that [Respondent] has raised an objection to the arbitral jurisdiction in its Answer on the merits ... in compliance with § 1040(2) ZPO. The Sole Arbitrator therefore now turns to the merits of such objection to discharge its duty under Article 6(2) 2nd sentence of the ICC Rules.

II. Validity of the arbitration agreement

Under German law, the arbitration agreement contained in § 12(1) of the Distribution Agreement is valid (hereafter A.). Such validity is not impaired by foreign public policy considerations (hereafter B.).

A. Arbitration agreement valid under German law

1. As can be seen from Article V(1)(a) of the New York Convention, which has been ratified and is applicable both in Germany and in the UAE, the validity of an arbitration agreement has to be considered "under the law to which the parties have subjected it or - failing any indication thereon, under the law of the country where the award was made". The same rule is contained under § 1059(2)1.a) ZPO, applicable to the present procedures by virtue of § 1025(1) ZPO and Section VIII.1. of the Terms of Reference.

2. Irrespective of whether one considers the contractual choice of law made by the Parties to implicitly extend to the arbitration agreement irrespective of its separable nature (in this sense Blackaby/Partasides/Redfern/Hunter, Redfern and Hunter on International Arbitration, 5th ed., para. 3.12; Lew/Mistelis/Kröll, Comparative International Commercial Arbitration, para. 6-59) or whether one turns to the law applicable at the place of arbitration (as favoured by e.g. Zöller/Geimer, ZPO, 23rd ed., § 1025, para. 11; Gaillard/Savage, in Fouchard Gaillard Goldman on International Arbitration, para. 425), it is the German law which governs the issue of the validity of the arbitration agreement in the present case as § 12(2) of the Distribution Agreement determines the German law applicable to the Distribution Agreement and the place of arbitration is Stuttgart, Germany.

3. [Respondent] does not contend that the arbitration agreement is not valid as a matter of German law. In fact, there is no indication whatsoever that the arbitration agreement as contained in the Distribution Agreement is not valid under the German law.

4. It is [Respondent]'s submission that the arbitration agreement is invalid as a matter of mandatory UAE law which has to be considered by the Sole Arbitrator.

B. Arbitration agreement and UAE law

The Sole Arbitrator is convinced that neither German law, applicable to the validity of the arbitration agreement, nor general considerations of international arbitration law, including Article 35 of the ICC Rules, have the effect of making applicable to the present dispute concerning the validity of the arbitration agreement provisions of UAE law irrespective of their mandatory or public policy character (hereafter a). Alternatively, the Sole Arbitrator is convinced that the arbitration agreement does not contravene UAE public policy (hereafter b).

a) Provisions of UAE law not applicable

1. [Respondent] submits that, as a matter of Article 6 CAL, the arbitration agreement is void. Article 6 CAL is applicable to the present Distribution Agreement on the basis of Article 1 CAL and despite the fact that the Distribution Agreement was never registered. Article 6 CAL forms part of UAE mandatory provisions of law and therefore prevails over the parties' choice of law applicable, both pursuant to Article 27(3) EGBGB (as applicable at the time of the conclusion of the Distribution Agreement) and pursuant to Article 27 UAE Civil Code.

2. The Sole Arbitrator observes that Article 27(3) EGBGB does not bear out [Respondent]'s argument that despite the choice of German law made by the Parties under § 12(2) of the Distribution Agreement, UAE mandatory provisions of law have to be observed. Irrespective of the more academic question whether next to Article V(1)(a) of the New York Convention and § 1059(2)1.a) ZPO limitations derived from specific domestic international private law provisions may still be applicable, it is in any case undisputable that the present set of facts is not connected, as Article 27(3) EGBGB requires, "only with one country", i.e. in the case at hand the UAE, from the mandatory legal provisions of which the parties may not derogate through their choice of law. As [Claimant] rightly points out, the present matter is sufficiently connected with Germany through the company incorporation of [Claimant] in Germany in addition to i.a. the German origin of the Products to be distributed in the UAE, so that mandatory limitation to the contractual choice of German law, contained in Article 27(3) EGBGB, is not applicable to the case at hand.

3. [Respondent] also adduces Article 27 UAE Civil Code which excludes application of foreign law contrary to UAE public policy or Shari'a law. [Respondent], however, has not made any submission as to why the Sole Arbitrator should take into account UAE statutes concerning matters of international private law or in general.

4. While it is true that Article 35 of the ICC Rules states that the Sole Arbitrator shall make every effort to make sure that the award is enforceable at law, it has to be observed that Article V(2)(b) New York Convention, on the basis of which any award will be enforceable against [Respondent] in the UAE or elsewhere, provides that the recognition of an arbitral award "[#UNDERLINE_START#]may be[#UNDERLINE_END#] refused if […] the recognition or enforcement of the award would be contrary to the public policy of that country" (emphasis added).

5. These provisions do not have the effect to import into each and every arbitration all public policy provisions of the different countries in which an arbitral award may be presented for recognition and enforcement, be it the country of one of the parties. Besides the fact that this is impossible and impracticable, it would create an international "public policy standard" on the least permissive level for each and every arbitration award (see E. Gaillard, Aspects philosophiques du droit de l'arbitrage international, Martin Neijhoff Publishers, Leiden/Boston, 2008, p. 168 seq.). It is obvious that this disserves international arbitration, and by consequence, the international business community to which arbitration is an important added service for the effective resolution of their disputes.

6. The Sole Arbitrator does not consider to be bound by a public policy consideration of the legal system under which [Respondent] operates, considering in general the fact that an international arbitral award may circulate in many countries, and bearing in mind in particular that [Claimant] expressly requests the Sole Arbitrator to reject [Respondent]'s argument in this respect. An international arbitrator may only restrict the effects of the law chosen by the parties in their agreement to ensure the application of fundamental values commonly accepted by the international business community as translated by international legal instruments or by preponderant legislation of the community of states (cf. ibid., p. 176 seq.).

7. In the present case, [Respondent] has not shown in how far Article 6 CAL represents legislation of such a fundamental value commonly accepted by the international business community or incorporated by the legislation of even a significant number of other states.

b) Alternatively: The arbitration agreement does not violate UAE public policy considerations

1. [Respondent] submits that the arbitration clause contained in the Distribution Agreement violates Article 6 CAL, which is a mandatory provision of UAE law. According to [Respondent], the CAL is applicable to the Distribution Agreement despite the fact that it has not been registered in the relevant Register of Trade Agencies.

2. [Claimant] submits that the Article 6 CAL is not applicable given that the Distribution Agreement is not an agency, that the Distribution Agreement is not registered and that Article 6 CAL is not a mandatory or public policy provision.

3. While the CAL is applicable to trade agencies, such term is defined in Article 1 CAL as meaning "a representation of a principal by an agent for distribution, sale, display or render of a commodity or service in the State against a commission or profit". As [Respondent] convincingly points out, such large definition of trade agency comprises distributorship agreements where the distributor generates own profit by the resale of the principal's products distributed. Therefore, the application of the CAL to the present Distribution Agreement is not excluded by virtue of its legal definition contained in Article 1 CAL.

4. It is undisputed between the Parties that the Distributorship Agreement has not been registered with the relevant registry. However, the Parties are in dispute about the consequences such lack of registration has on the application of Article 6 CAL to the Distribution Agreement.

5. Article 6 CAL provides in its relevant part:

[…] the State's Courts shall rule in any dispute that may arise between the principal and the agent due to its implementation. Other agreements contrary to this shall not be acknowledged.

6. [Respondent ], to support its position pursuant to which Article 6 CAL also applies to non-registered trade agencies as defined under Article 1 CAL, adduces a judgment of the UAE Court of Cassation of June 3, 2006.

7. Analysing this judgment, the Sole Arbitrator does not see any comfort for [Respondent]'s position. In said decision, the Court explains that "no unregistered commercial agency in this register will be recognized. Also the lawsuit will not be heard if it relates to a dispute pertaining to an unregistered commercial agency" (translation provided by [Respondent]). That sentence alone seems to indicate that the jurisdiction of the State's court, as provided for under Article 6 CAL, is not available to unregistered trade agencies. As the same judgment goes on to explain, if such trade agency satisfies the conditions of Article 227 of the Commercial Transactions Law (exclusive distribution agreement in the form of a contract proxy), the specific jurisdiction of the courts at the place of implementation of the agreement is available pursuant to Article 226 of the Commercial Transactions Law.

8. This analysis is further confirmed by another decision of the Court of Cassation. In a decision of 1991 (case 293), the Court stated that, based on the wording of Article 3 UAE CAL, where an agency agreement has not been registered and "none of the documents prove that the claimant is registered in said registrar […] the latter cannot benefit from the provision of the said Article 6" [of UAE CAL]. Another recent judgment comforts the Sole Arbitrator in his analysis: In the case number 147-2007, the Court enumerates several claims relating to an agency contract and then adds "any dispute related to such claims will not be entertained by the local courts unless the trade agency is duly registered before the ministry of economy and trade. Nevertheless, in the event the dispute is related to the compensation that the agent is entitled due to the effort that he has made and on the expenses that he has paid for the success of the trade agency contract for the profit that he has lost [sic], such compensation will not be regulated by the Commercial Agency Act but by the law general provisions." The Sole Arbitrator is convinced that this confirms the understanding that only disputes involving registered trade agencies fall under the application of Article 6 CAL.

9. The Sole Arbitrator therefore concludes that Article 6 CAL is not applicable where the relevant agreement of the Parties has not been registered with the competent registry. Therefore, the provisions of the UAE CAL do not apply to the Distribution Agreement entered into by [Claimant] and [Respondent], since such agreement has never been registered.

10. Finally, considering the before-mentioned decisions, the Sole Arbitrator is also not convinced that Article 6 CAL has a reach of application which goes beyond the confines of registered trade agencies for considerations of public policy. While it may be true that trade agencies are considered a matter of national importance in the UAE, the exercise of which is reserved only for UAE nationals, and for which a specific law with specific requirements has been promulgated, Article 6 CAL has no public policy character exceeding its specific area of application, i.e. registered trade agencies. As can be seen from the aforementioned decisions by the UAE Court of Cassation, once Article 6 CAL is not applicable for lack of registration of the relevant agreement, disputes are subject to the ordinary jurisdictions according to their relevant applicable provisions, and in particular Articles 226 and 227 of the Commercial Transactions Law. As [Claimant]'s legal expert has explained, such general provisions include the possibility to agree to arbitration. In fact, Article 226 of the Commercial Transactions Law only provides for a specific local competence of the court, i.e. the place of implementation of the distribution agreement in form of a contract proxy. The parties may agree on a different jurisdiction according to Article 31 § 5 of the UAE Code of Civil Procedure or to arbitration in accordance with Article 203 § 5 of the UAE Code of Civil Procedure.

11. For these considerations, the Sole Arbitrator cannot find that the Parties' agreement to submit disputes arising under the Distribution Agreement to arbitration contravenes Article 6 CAL or corresponding UAE public policy.

12. Therefore, the Sole Arbitrator finds that the arbitration agreement is valid and that he has jurisdiction to hear the case.'