2. All arbitrations under the Agreement shall be governed by the legislation applicable to commercial arbitration in the province or territory in which the Customer resides, or, if no such legislation is in effect, the provisions of the Quebec Code of Civil Procedure, Book VII (arbitration), except as modified by this Agreement. If a conflict or inconsistency arises between such legislation and this Agreement, this Agreement will govern.
3. Any reference to "days" in this Schedule shall mean clear business days.
4. Every Claim shall be resolved by one arbitrator, to be mutually agreed upon by the parties, in accordance with paragraph 7, below.
5. All notices, requests or other communications to or upon the respective parties hereto shall be given in writing and will be given by personal delivery, reputable delivery service, registered mail or telecopier (except in the case of a notice to initiate the arbitration process under paragraph 6, below, which shall be given by registered mail, return receipt requested) addressed as follows:
in the case of Feetfirst:
The Aldo Group Inc.
Montreal (Ville St-Laurent), Quebec
Canada, H2V 1A2
Attention: Legal Services
in the case of the Customer, at the last address provided by the customer to Feetfirst as indicated in the customer's account with Feetfirst.
6. A party (the "Complainant") shall initiate the arbitration process by giving written notice ("Notice") to the other party (the "Respondent").
The Notice shall contain the following information:
(a) a statement that an arbitration pursuant to Section « 17 » and Schedule « A » of the Agreement has been initiated;
(b) a description, in reasonable detail, of the Claim and a list of the specific issues to be decided by the arbitrator; and
(c) a list of the documents in the Complainant's possession that are relevant to the Claim, in sufficient detail to allow the Respondent to determine the general nature and subject matter of the documents.
7. Within ten (10) days from the date the Notice is received by the Respondent, the parties shall agree on an arbitrator to be appointed from the arbitrators associated with The Canadian Commercial Arbitration Centre, in Montreal, Québec, The ADR Chambers in Toronto, Ontario or the British Columbia International Commercial Arbitration Centre who is a lawyer licensed to practice in the province or territory in which the arbitration is to take place or a retired justice from a court of such province or territory and who is able to begin hearing the arbitration within sixty (60) days from the date the Notice is received by the Respondent. In the event that the parties are unable to agree on the selection of the arbitrator, an arbitrator who meets the aforementioned eligibility criteria shall be appointed by The Canadian Commercial Arbitration Centre, in Montreal, Québec, whose decision in this regard shall be final and binding.
8. Within ten (10) days from receipt of the Notice, the Respondent shall advise the Complainant which documents from the Complainant's list of documents the Respondent wishes to inspect or obtain copies of. The Complainant shall satisfy the Respondent's request within ten (10) days of receiving it.
9. Within twenty (20) days from receipt of the Notice or from satisfaction of the Respondent's request referred to in paragraph 8 above, whichever is later, the Respondent shall provide the Complainant with a response to the Notice (including any counterclaim) (the "Answer") in accordance with paragraph 5 above. The Answer shall also be provided to the arbitrator. The Answer shall contain the following information:
(a) the Respondent's position on each of the issues raised in the Notice, together with a description, in reasonable detail, of any counter-claim asserted by the Respondent; and
(b) a list of the documents in the Respondent's possession that are relevant to the Claim (or counter-claim, if any), in sufficient detail to allow the Complainant to determine the general nature and subject matter of the documents.
10. Within ten (10) days from receipt of the Answer, the Complainant shall advise the Respondent which documents from the Respondent's list of documents the Complainant wishes to inspect or obtain copies of. The Respondent shall satisfy the Complainant's request within ten (10) days of receiving it.
11. Within ten (10) days from receipt of the Answer or from satisfaction of the Complainant's request referred to in paragraph 10 above, whichever is later, the Complainant may provide the Respondent with a reply to the Answer (the "Reply") in accordance with paragraph 5 above. The Reply shall contain the Complainant's response to any new matters raised by the Answer, and a copy of the Reply shall be provided to the arbitrator.
12. Discovery, if any, shall be conducted in accordance with the rules of civil procedure applicable in the province or territory in which the arbitration takes place. Notwithstanding any provision of such rules to the contrary (i) each party shall be entitled to examine on discovery a representative of the adverse party, and (ii) the arbitrator, at the request of a party, may allow for further examination on discovery.
13. The arbitrator shall conduct an oral hearing in such place as the parties may agree, or, in the absence of an agreement, at a location within the province or territory in which the Customer resides that is reasonably convenient to both parties, within twenty (20) days after the deadline for the Reply.
14. To the extent possible, the arbitrator shall issue a decision on the arbitration with written reasons (the "Award") within twenty (20) days after the date of completion of the oral hearing.
15. The arbitration shall be held in private and no person shall be present, except representatives of the parties, their legal counsel and the arbitrator. Further, the arbitration itself shall be kept confidential and its existence and any element of it shall not be disclosed beyond the arbitrator, the parties (including their shareholders, auditors and insurers), their counsel and any other person necessary for the conduct of the arbitration, except as otherwise required by law. All information disclosed by any party or its witnesses shall be treated by the other party as confidential and shall not be used for any purpose other than the arbitration.
16. The fees of the arbitration and all expenses related to the arbitration (other than experts’ and legal fees) shall be shared equally by the parties. Each party shall be responsible for its own experts’ and legal fees incurred in connection with the arbitration. For greater certainty, the arbitrator shall not have the discretion to award any costs in connection with the arbitration.
17. Any ruling or Award made by the arbitrator shall be final and binding and the parties have no rights of appeal whatsoever with respect to a ruling or Award.
18. Te arbitrator may, at the request of a party, permit the filing of preliminary motions, expert reports and render any other order that may be required to conduct the proceedings. The arbitrator may, but shall not be obliged to, apply the rules of civil procedure of the province or territory in which the arbitration takes place, save and except to the extent that such rules are inconsistent with or contradict the present Agreement.