Judgment :- 1. The appellants in these two appeals are the State of Kerala and the Superintending Engineer, Irrigation Circle, Calicut (we shall refer to them as the "State"). The respondent in either appeal it the contractor who entered into an agreement with the State on 8-9-1980. The appeals are filed under S.39(1)(iv) of the Arbitration Act, 1940 against the judgments of the learned Subordinate Judge, Trivandrum in O.S. (Arb.) Nos. 373 and 376 of 1983. The learned judge ordered in each case that the arbitration agreement be filed, notwithstanding the State's contention that the agreement did not contain an arbitration clause. The learned judge held that the Madras Detailed Standard Specifications (the "M.D.S.S ") including Clause.73 relating to arbitration have been incorporated in the contract and the parties have thus agreed to refer their differences to arbitration. 2. Shri P. Krishnamoorthy, appearing for the State, submits that the parties have agreed not to refer their differences to arbitration, and the arbitration clause in M.D.S.S. has been excluded by a specific provision of their agreement. 3. The agreement between the parties says that the conditions in the accepted tender shall form part of the agreement. Clause.3 of the agreement which says that the Superintending Engineer shall be the arbitrator "for fulfilling the duties set forth in the arbitration clause of the Standard Preliminary Specification" (M.D.S.S.) has been deleted. Form No. 83 is a notice issued by the Kerala Public Works (Irrigation) Department inviting tenders for works. Clause.44 of that notice says: "This tender notice with the conditions stated herein will form part of the contract documents." Clause 24 of that notice which provides for arbitration by the Government contractor in respect of disputes arising under the contract has been deleted. The parties have made a declaration forming part of the agreement, the relevant part of which reads: 111 2 3. I hereby declare that I have examined closely the copy of the M.D.S.S. and agreed to abide by the stipulations therein." Form No. 83. conditions No. 24. Notwithstanding anything contained in form No. 83, any dispute that may arise between the contractor and the department will not be referred to arbitration unless the Government take a decision to the contrary." (emphasis supplied) 4. conditions No. 24. Notwithstanding anything contained in form No. 83, any dispute that may arise between the contractor and the department will not be referred to arbitration unless the Government take a decision to the contrary." (emphasis supplied) 4. The agreement contains the following recital: "AND WHEREAS the Contractor has also signed the copy of the Madras Detailed Standard Specifications and addenda volume thereto maintained in the Irrigation, Calicut Division Office in acknowledgement of being bound by all the conditions of the clauses of the Standard Preliminary Specification and all the Standard Specifications for items of works described by a Standard Specification number in Schedule." 5. The effect of the incorporation of the M.D.S.S. in the agreement in the light of the specific clause ousting the arbitration clause and the deletion of Clause.3 of the agreement and Clause.24 of Form No. 83, forming part of the agreement, calls for consideration in this appeal. The question is whether the contract between the parties is governed by an arbitration clause. The learned judge, following the decision of this Court in State of Kerala v. Joseph, 1983 KLT 583, held that Clause.73 of the M.D.S.S. relating to arbitration had been specifically incorporated in the contract. 6. It was so held by this Court on the facts of that case. Unlike in the present case, Clause.24 which is the arbitration clause in Form No. 83 remained part of the agreement in that case. Unlike in the instant case, there was no specific clause in that case to the effect that the parties would not refer their disputes to arbitration unless otherwise decided by the Government. It was Clause.3 alone which was deleted from the agreement in State of Kerala v. Joseph, 1983 KLT 583. That clause merely designated the Superintending Engineer as the arbitrator. After referring to Russell on Arbitration, 19th Edn. p. 40, this Court held that Clause.73 of M.D.S.S. containing the arbitration clause was consistent with the terms of the agreement between the parties and was, therefore, deemed to be specifically incorporated. 7. The facts of this case are different. In the first place, as we have pointed out above, there is a specific exclusion of the arbitration clause. Furthermore Clause.24 which is the arbitration clause was deleted. So was Clause.3 designating the arbitrator. 7. The facts of this case are different. In the first place, as we have pointed out above, there is a specific exclusion of the arbitration clause. Furthermore Clause.24 which is the arbitration clause was deleted. So was Clause.3 designating the arbitrator. The parties have thus explicitly provided that differences between them, in the absence of a decision of the Government to the contrary, would not be referred to arbitration. It is not disputed that no contrary decision has been made by the Government. 8. The question then is what is the effect of the general words contained in the recital in the agreement incorporating the M.D.S.S. Do the general words of reference in the recital of the agreement to the M.D.S.S. which we have set out above, explicitly incorporate the arbitration clause of the M.D.S.S. in the absence of specific reference to Clause.73 which reads: "In case of any dispute or difference between the parties to the contract either during the progress or after the completion of the works or after the determination, abandonment or breach of the contract as to the interpretation of the contract or as to any matter arising thereunder except as to the matters left to the sole discretion of the Executive Engineer under Clause.20, 22, 27(c), 29, 36, 37 and 40 of the preliminary specification or as to the withholding by the Executive Engineer on payment of any bill to which the contractor may claim to be entitled, then either party shall forthwith give to the other notice of such dispute or difference and such dispute or difference shall be and is hereby referred to the arbitration of the Superintending Engineer of the nominated circle mentioned in the article of the agreement (hereinafter called the Arbitrator) and the award of such Arbitrator shall be final and binding on the parties" 9. The Madras Detailed Standard Specification (M.D.S.S.), including the Preliminary Specification, are specifications prescribed by the Madras State for use in the Public Works Department. They describe the character of the materials to be used, the method of execution of work and the contractor's responsibilities and liabilities to the public, Government and its workmen. The general contract conditions which are to be accepted by every contractor who executes work entrusted to him by the Public Works Department of Madras are specified. They describe the character of the materials to be used, the method of execution of work and the contractor's responsibilities and liabilities to the public, Government and its workmen. The general contract conditions which are to be accepted by every contractor who executes work entrusted to him by the Public Works Department of Madras are specified. The fundamental object of the M.D.S.S. is to facilitate proper execution of public works according to the specified requirements. These provisions are applicable to contracts of all kinds relating to public works, subject to such alterations and modifications as may be necessary to suit individual cases. Although the arbitration clause is part of the M.D.S.S., it is not one which is germane to the main object of the M.D.S.S. It does not govern the execution of the work which the contractor has undertaken to execute. It only governs the settlement of disputes which may arise between the parties. By general words of incorporation of the M.D.S.S., only those clauses which are germane to the execution of the works such as the specifications, the rights and responsibilities of the parties, etc., are incorporated, and the arbitration clause, which governs the settlement of disputes arising out of the conditions mentioned under the M.D.S.S., is not one which is ejusdem generis with the other provisions of the M.D.S.S., and, unless specifically and explicitly referred to, is not introduced into the contract between the parties. It is a fundamental rule of construction; that words of general incorporation do not introduce terms which, when inserted, will be insensible or inapplicable or in conflict with the expressly agreed terms of the contract. 10. An arbitration agreement, as stated by Lord Wright in Heyman v. Darwins Ltd., (1942) AC 356,377 (HL): "is collateral to the substantial stipulations of the contract. It h merely procedural and ancillary, it is a mode of settling disputes, though the agreement to do so is itself subject to the discretion of the court.... It appertains to the stage of pleadings or allegations...." Referring to an arbitration clause, Lord Macmillan says: "It is quite distinct from the other clauses. The other clauses set out the obligations which the parties undertake towards each other hinc irde. but the arbitration clause does not impose on one of the parties an obligation in favour of the other. It appertains to the stage of pleadings or allegations...." Referring to an arbitration clause, Lord Macmillan says: "It is quite distinct from the other clauses. The other clauses set out the obligations which the parties undertake towards each other hinc irde. but the arbitration clause does not impose on one of the parties an obligation in favour of the other. It embodies the agreement of both parties that, if any dispute arises with regard to the obligations which the one party has undertaken to the other, such dispute shall be settled by a tribunal of their own constitution. And there is this very material difference, that whereas in an ordinary contract the obligations of the parties to each other cannot in general be specifically enforced and breach of them results only in damages, the arbitration clause can be specifically enforced by the machinery of the Arbitration Acts. The appropriate remedy for breach of the agreement to arbitrate is not damages, but its enforcement. Moreover, there is the further significant difference that the courts in England have a discretionary power of dispensation as regards arbitration clauses which they do not possess as regards the other clauses of contracts." (ibid p: 373) It is well settled that an arbitration clause in a contract stands apart from the rest of the contract: Damodar Valley v. K.K. Kar, AIR 1974 SC 158,163. See also Union of India v. Kishorilal, AIR. 1959 SC 1362. 11. Dealing with the question whether an arbitration clause contained in a charter party was applicable to the contract evidenced by the bill of lading, Lord Loreburn, L.C. in T.W. Thomas & Company Limited v. Portses Steamship Company Limited, (1912) AC 1, 6 (HL) stated: "The bill of lading itself is the primary document to be considered. It acknowledges the shipment of the goods In the usual way and the terms upon which the goods are to be delivered. There are two paragraphs in it which refer to the charter party. It acknowledges the shipment of the goods In the usual way and the terms upon which the goods are to be delivered. There are two paragraphs in it which refer to the charter party. One of them is in the body of the bill of lading and provides for the goods to be delivered to 'William Malcolm Mackay or to his assigns, he or they paying freight for the said goods, with other conditions as per charter party with average accustomed.' Now it is well fettled that under words of that kind It could not be said that the arbitration clause in the charter party is incorporated or made applicable. Then there is another paragraph in the bill of lading relating to the charier party. It is as follows: 'Deck lead at shipper's risk, and all other terms and conditions and exceptions of charter to be as per charter party, including negligence clause.' I do not think that this paragraph brings into the bill of lading the arbitration clause any more than the other. The arbitration clause is not one that governs shipment or carriage or delivery or the terms upon which delivery is to be made or taken; it only governs the way of settling disputes between the parties to the charter party and disputes arising out of the conditions of the charter party, not disputes arising out of the bill of lading. I am of opinion that the Court of Appeal rightly relied upon the decision in Hamilton & Co. v Mackil & Sons, 5 Times L.R. 677, and that, if it is desired to put upon the holders of a bill of lading an obligation to arbitrate because that obligation is stated in the charter party, it must be done explicitly." Referring to that principle, Lord Denning M.R. in The Annefield, (1971) P. 168,184 stated: 1 would say that a clause which is directly germane to the subject-matter of the bill of lading (that is, to the shipment, carriage and delivery of goods) can and should be incorporated Into the bill of lading contract, even though it may involve a degree of manipulation of the words In order to fit exactly the bill of lading. But if the clause is one which is not thus directly germane, it should not be incorporated into the bill of lading contract unless it is done explicitly in clear words either in the bill of lading or in the charter party. Applying this test, it is clear that an arbitration clause is not directly germane to the shipment, carriage and delivery of goods. That appears from the decision of the House of Lords In T.W. Thomas & Co. Ltd. v. Portson S.S. Co. Ltd. (1912) A.C. 1. It is, therefore, not incorporated by general words in the bill of lading. If it is to be incorporated, it must be either by express words in the bill of lading Itself or by express words in the charter party itself. If it is desired to bring in an arbitration clause, it must be done explicitly in one document or the other" 12. The principle enunciated in these decisions is apposite in the instant case also. Arbitration is not germane to the object of the contract. If that clause, as contained in M.D.S.S., has to be made part of the contract, it must be explicitly and specifically incorporated. Words of general incorporation of the M.D.S.S. can only incorporate such provisions which are relevant and germane to the works in respect of which parties have entered into agreement. This was bow the learned author Russell himself understood. The effect of incorporation is clear from illustrations 2 and 10 at pages 46 and 47 of Russell on Arbitration, 20th Edn. 13. The passage extracted by this Court from Russell on Arbitration in State of Kerala v. Joseph, 1983 KLT 583 contains the following words of Buckley, LJ in Modern Building Wales Ltd. v. Limmer and Trinidada Co. Ltd. (1975) 1 WLR 1281,1289: "Where parties by an agreement import the terms of some other document as part of their agreement those terms must be imported in their entirety, but subject to this; that if any of the imported terms in any way conflicts with the expressly agreed terms. the latter must prevail over what would otherwise be imported " (emphasis supplied) This shows that, in the event of inconsistency, the expressly agreed terms of the agreement must prevail over words sought to be imported from another document. 14. the latter must prevail over what would otherwise be imported " (emphasis supplied) This shows that, in the event of inconsistency, the expressly agreed terms of the agreement must prevail over words sought to be imported from another document. 14. The arbitration clause in the M.D.S.S must be deemed to have been specifically excluded, by reason of the specific incorporation in the agreement of an additional clause to the effect that the disputes between the parties would not be referred to arbitration unless the Government decided to the contrary, and also by reason of the deletion of Clause.3 and 24. 15. Accordingly we hold that the agreements in question do not contain the arbitration clause. The judgments under appeal are set aside. The suits shall stand dismissed. The appeals are allowed with costs throughout.