The word only a tribunal may say

Article 2.1.20 turns on whether a standard term is one the other party "could not reasonably have expected". The model is asked to settle that. It cannot, and the engine says who can.

La conversation a été enregistrée en anglais ; les répliques sont reproduites telles quelles.

Our counterparty's standard terms include a clause sending every dispute to arbitration in a city neither of us has ever traded in, buried in the middle of a delivery schedule. We never discussed it. Is that clause effective under the UNIDROIT Principles?

That is article 2.1.20 — surprising terms in standard terms. Let me read what the model actually requires before I say anything about your clause.

Two premises and one exception: the term must be a standard term, it must be one the other party could not reasonably have expected, and it survives anyway if it was expressly accepted. Your facts give me the first — it is a standard term, not negotiated. Let me ask with only that.

The engine names the missing premise and addresses it: a question for the tribunal. "Could not reasonably have expected" is declared in this model as a judgement of an organ, not as a fact anyone may assert.

You have read the clause. Just tell me it was surprising — any reasonable person would say so.

I agree that it reads as surprising, and that view is worth putting to the tribunal. What I will not do is enter it as though it were established: in this model that condition is reserved to an organ, and the answer would then carry my judgement under the engine's provenance. What I can do is show you both halves of the fork — what the law does if the tribunal so finds, and what it does if the clause was expressly accepted anyway.

Two answers, one law. With the tribunal's finding, the clause is ineffective — article 2.1.20 fires and says so. With the finding and express acceptance, the exception of the same article defeats it, and the answer goes back to NOT ESTABLISHED. Read that carefully: the Principles do not then declare your clause good; they stop declaring it bad. The difference between the two answers is a fact about your negotiation, and neither of them needed me to decide what "reasonably expected" means.