Jurisdiction clauses in purchase orders prevail over conflicting terms in subsequent tax invoices.

The Petitioner filed a petition under Section 11 of the Arbitration and Conciliation Act, 1996 (“the Act”), seeking the appointment of a Sole Arbitrator based on Clause 16.4 of three Purchase Orders (POs) issued in 2022

The arbitration clause designated New Delhi as the seat of arbitration

The Petitioner invoked arbitration via a legal notice dated 02.10.2025

The Respondent objected to the territorial jurisdiction of the Delhi High Court, contending that subsequent tax invoices issued during the supply of goods stipulated exclusive jurisdiction in Indore, Madhya Pradesh

The Respondent argued that these subsequent invoices materially altered the contract terms, relying on the Karnataka High Court's decision in M/s CMS Computers Ltd v. M/s Info Technologies Pvt. Ltd

1. Whether the jurisdiction clause in the initial Purchase Orders prevails over the jurisdiction clause contained in subsequent tax invoices for the purpose of appointing an arbitrator

2. Whether the Court, at the Section 11 stage, should conduct an in-depth enquiry into contested jurisdictional or factual issues

The Court applied Section 11(6) and 11(6-A) of the Arbitration and Conciliation Act, 1996, which limits judicial intervention to the examination of the existence of an arbitration agreement

The Court relied extensively on the Supreme Court’s three-judge bench decision in SBI General Insurance Co. Ltd. v. Krish Spinning (2024), which established that the referral court must only perform a prima facie scrutiny of the agreement's existence and should not delve into contested issues like "accord and satisfaction" or "ex facie meritless" claims

The Court further applied the principle of "competence-competence" as reinforced in Interplay Between Arbitration Agreements under Arbitration Act, 1996 & Stamp Act, 1899, In re (2024), ensuring that the Arbitral Tribunal retains the power to rule on its own jurisdiction

The Court distinguished the Respondent's reliance on CMS Computers Ltd, noting that in that case, the purchase order was merely an offer and the invoices represented the final concluded contract that altered original terms

In the present case, the Court found that the tax invoices were merely in furtherance of the POs and did not materially alter the agreed terms; thus, the original jurisdiction clause in the POs remained binding

Regarding the scope of Section 11, the Court reasoned that its role is "facilitative and procedural," intended to resolve deadlocks in arbitrator appointments without embarking on "laborious enquiry"

It held that because the arbitration agreement in the POs was undisputed and in writing, the statutory mandate required the Court to refer the matter to arbitration, leaving deeper jurisdictional or merit-based arguments to the tribunal

The Court allowed the petition and appointed Hon’ble Mr. Justice Madan B. Lokur, Former Judge of the Supreme Court of India, as the Sole Arbitrator

The arbitration is directed to be conducted under the aegis of the Delhi International Arbitration Centre (DIAC) in accordance with its rules

All rights and contentions regarding the merits of the claims were left open for adjudication by the learned Arbitrator