TERMS AND CONDITIONS

INTRODUCTION

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and CloudNC Ltd, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by CloudNC Ltd and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to CloudNC Ltd and accessing the Website in connection with the provision of such services.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

INTELLECTUAL PROPERTY AND ACCEPTABLE USE

  1. All Content included on the Website, unless uploaded by Users, is the property of CloudNC Ltd, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission
  2. You may, for your own personal, non-commercial use only, do the following:
  3. retrieve, display and view the Content on a computer screen
  4. download and store the Content in electronic form on a disk (but not on any server or other storage device connected to a network)
  5. print one copy of the Content
  6. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of CloudNC Ltd.
  7. You acknowledge that you are responsible for any Content you may submit via the Website, including the legality, reliability, appropriateness, originality and copyright of any such Content. You may not upload to, distribute or otherwise publish through the Website any Content that (i) is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.” You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Website.
  8. You represent and warrant that you own or otherwise control all the rights to the Content you post; that the Content is accurate; that use of the Content you supply does not violate any provision of these terms and conditions and will not cause injury to any person; and that you will indemnify CloudNC Ltd for all claims resulting from Content you supply.

PROHIBITED USE

  1. You may not use the Website for any of the following purposes:
  2. in any way which causes, or may cause, damage to the Website or interferes with any other person’s use or enjoyment of the Website;
  3. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
  4. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.
  1. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of CloudNC Ltd or that of our affiliates.
  2. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
  3. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

PRIVACY POLICY

  1. Use of the Website is also governed by our Privacy Policy, which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the following: https://cloudnc.com/terms-and-conditions.

AVAILABILITY OF THE WEBSITE AND DISCLAIMERS

  1. Any online facilities, tools, services or information that CloudNC Ltd makes available through the Website (the Service) is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. CloudNC Ltd is under no obligation to update information on the Website.
  2. Whilst CloudNC Ltd uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
  3. CloudNC Ltd accepts no liability for any disruption or non-availability of the Website.
  4. CloudNC Ltd reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

LIMITATION OF LIABILITY

  1. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
  2. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
  3. To the maximum extent permitted by law, CloudNC Ltd accepts no liability for any of the following:
  4. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
  5. loss or corruption of any data, database or software;
  6. any special, indirect or consequential loss or damage.

GENERAL

  1. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
  2. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
  3. These terms and conditions together with the Privacy Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
  4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
  5. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
  6. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
  7. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

CLOUDNC LTD DETAILS

  1. CloudNC Ltd is a company incorporated in England and Wales with registered number 09821257 whose registered address is 1 Norton Folgate, London, E1 6DB and it operates the Website www.cloudnc.com . The registered VAT number is GB242 3419 31.

You can contact CloudNC Ltd by email on theo@cloudnc.com.

PRIVACY POLICY

This privacy policy applies between you, the User of this Website and CloudNC Ltd, the owner and provider of this Website. CloudNC Ltd takes the privacy of your information very seriously. This privacy policy applies to our use of any and all Data collected by us or provided by you in relation to your use of the Website.

This privacy policy should be read alongside, and in addition to, our Terms and Conditions, which can be found at: https://cloudnc.com/terms-and-conditions.

Please read this privacy policy carefully.

DEFINITIONS AND INTERPRETATION

  1. In this privacy policy, the following definitions are used:
Data Collectively all information that you submit to CloudNC Ltd via the Website. This definition incorporates, where applicable, the definitions provided in the Data Protection Laws.
Data Protection Laws Any applicable law relating to the processing of personal Data, including but not limited to the Directive 96/46/EC (Data Protection Directive) or the GDPR, and any national implementing laws, regulations and secondary legislation, for as long as the GDPR is effective in the UK.
GDPR The General Data Protection Regulation (EU) 2016/679.
CloudNC Ltdwe or us CloudNC Ltd, a company incorporated in England and Wales with registered number 09821257 whose registered office is at 1 Norton Folgate, London, E1 6DB.
User or you Any third party that accesses the Website and is not either (i) employed by CloudNC Ltd and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to CloudNC Ltd and accessing the Website in connection with the provision of such services.
Website The website that you are currently using, www.cloudnc.com , and any sub-domains of this site unless expressly excluded by their own terms and conditions.
  1. In this privacy policy, unless the context requires a different interpretation:
  2. the singular includes the plural and vice versa;
  3. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this privacy policy;
  4. a reference to a person includes firms, companies, government entities, trusts and partnerships;
  5. “including” is understood to mean “including without limitation”;
  6. reference to any statutory provision includes any modification or amendment of it;
  7. the headings and sub-headings do not form part of this privacy policy.

SCOPE OF THIS PRIVACY POLICY

  1. This privacy policy applies only to the actions of CloudNC Ltd and Users with respect to this Website. It does not extend to any websites that can be accessed from this Website including, but not limited to, any links we may provide to social media websites.
  2. For purposes of the applicable Data Protection Laws, CloudNC Ltd is the “data controller”. This means that CloudNC Ltd determines the purposes for which, and the manner in which, your Data is processed.

DATA COLLECTED

  1. We may collect the following Data, which includes personal Data, from you:
  2. name;
  3. contact Information such as email addresses and telephone numbers;
  4. company name, phone number, email address, details present within uploaded content;

HOW WE COLLECT DATA

  1. We collect Data in the following ways:
  2. data is given to us by you; and
  3. data is collected automatically.

DATA THAT IS GIVEN TO US BY YOU

  1. CloudNC Ltd will collect your Data in a number of ways, for example:
  2. when you contact us through the Website, by telephone, post, e-mail or through any other means;
  3. when you use our services;

in each case, in accordance with this privacy policy.

DATA THAT IS COLLECTED AUTOMATICALLY

  1. To the extent that you access the Website, we will collect your Data automatically, for example:
  2. we automatically collect some information about your visit to the Website. This information helps us to make improvements to Website content and navigation, and includes your IP address, the date, times and frequency with which you access the Website and the way you use and interact with its content.

OUR USE OF DATA

  1. Any or all of the above Data may be required by us from time to time in order to provide you with the best possible service and experience when using our Website. Specifically, Data may be used by us for the following reasons:
  2. internal record keeping;
  3. improvement of our products / services;

in each case, in accordance with this privacy policy.

  1. We may use your Data for the above purposes if we deem it necessary to do so for our legitimate interests. If you are not satisfied with this, you have the right to object in certain circumstances (see the section headed “Your rights” below).

WHO WE SHARE DATA WITH

  1. We may share your Data with the following groups of people for the following reasons:
  2. our employees, agents and/or professional advisors – “to enable the calculation of quotations”;

in each case, in accordance with this privacy policy.

KEEPING DATA SECURE

  1. We will use technical and organisational measures to safeguard your Data, for example:
  2. access to your account is controlled by a password and a user name that is unique to you.
  3. we store your Data on secure servers.
  4. Technical and organisational measures include measures to deal with any suspected data breach. If you suspect any misuse or loss or unauthorised access to your Data, please let us know immediately by contacting us via this e-mail address: theo@cloudnc.com.
  5. If you want detailed information from Get Safe Online on how to protect your information and your computers and devices against fraud, identity theft, viruses and many other online problems, please visit www.getsafeonline.org . Get Safe Online is supported by HM Government and leading businesses.

DATA RETENTION

  1. Unless a longer retention period is required or permitted by law, we will only hold your Data on our systems for the period necessary to fulfil the purposes outlined in this privacy policy or until you request that the Data be deleted.
  2. Even if we delete your Data, it may persist on backup or archival media for legal, tax or regulatory purposes.

YOUR RIGHTS

  1. You have the following rights in relation to your Data:
  2. Right to access – the right to request (i) copies of the information we hold about you at any time, or (ii) that we modify, update or delete such information. If we provide you with access to the information we hold about you, we will not charge you for this, unless your request is “manifestly unfounded or excessive.” Where we are legally permitted to do so, we may refuse your request. If we refuse your request, we will tell you the reasons why.
  3. Right to correct – the right to have your Data rectified if it is inaccurate or incomplete.
  4. Right to erase – the right to request that we delete or remove your Data from our systems.
  5. Right to restrict our use of your Data – the right to “block” us from using your Data or limit the way in which we can use it.
  6. Right to data portability – the right to request that we move, copy or transfer your Data.
  7. Right to object – the right to object to our use of your Data including where we use it for our legitimate interests.
  8. To make enquiries, exercise any of your rights set out above, or withdraw your consent to the processing of your Data (where consent is our legal basis for processing your Data), please contact us via this e-mail address: theo@cloudnc.com.
  9. If you are not satisfied with the way a complaint you make in relation to your Data is handled by us, you may be able to refer your complaint to the relevant data protection authority. For the UK, this is the Information Commissioner’s Office (ICO). The ICO’s contact details can be found on their website at https://ico.org.uk/ .
  10. It is important that the Data we hold about you is accurate and current. Please keep us informed if your Data changes during the period for which we hold it.
  1. This Website may, from time to time, provide links to other websites. We have no control over such websites and are not responsible for the content of these websites. This privacy policy does not extend to your use of such websites. You are advised to read the privacy policy or statement of other websites prior to using them.

CHANGES OF BUSINESS OWNERSHIP AND CONTROL

  1. CloudNC Ltd may, from time to time, expand or reduce our business and this may involve the sale and/or the transfer of control of all or part of CloudNC Ltd. Data provided by Users will, where it is relevant to any part of our business so transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this privacy policy, be permitted to use the Data for the purposes for which it was originally supplied to us.
  2. We may also disclose Data to a prospective purchaser of our business or any part of it.
  3. In the above instances, we will take steps with the aim of ensuring your privacy is protected.

GENERAL

  1. You may not transfer any of your rights under this privacy policy to any other person. We may transfer our rights under this privacy policy where we reasonably believe your rights will not be affected.
  2. If any court or competent authority finds that any provision of this privacy policy (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this privacy policy will not be affected.
  3. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
  4. This Agreement will be governed by and interpreted according to the law of England and Wales. All disputes arising under the Agreement will be subject to the exclusive jurisdiction of the English and Welsh courts.

CHANGES TO THIS PRIVACY POLICY

  1. CloudNC Ltd reserves the right to change this privacy policy as we may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Website and you are deemed to have accepted the terms of the privacy policy on your first use of the Website following the alterations.

You may contact CloudNC Ltd by email at theo@cloudnc.com.

TERMS AND CONDITIONS OF PURCHASE ISS 3

1. DEFINITIONS

(a) “Goods” means all materials, goods and services to be supplied under this Purchase Order

(b) “Supplier” means the company or firm named on this Purchase Order.

2. DELIVERY

(a) Delivery must be made on the date or dates stated in the Purchase Order to CloudNC Ltd’s premises at 10 Clock Tower Retail Park Westway Chelmsford Essex CM1 3FJ or to such other location as may be specified in the Order failing which CloudNC Ltd may cancel the Order and obtain similar Goods elsewhere and without prejudice to any other rights CloudNC Ltd may have to charge to the Supplier any additional expenses which may be incurred.

(b) The Goods shall be delivered at the risk of the Supplier and at his expense unless otherwise agreed by CloudNC Ltd and the Supplier shall be responsible for ensuring the Goods are suitably packaged for delivery.

(c) All Goods should be delivered with the Supplier’s Delivery Note and Certificate of Conformity / Certificate of Analysis when required.

(d) Title to the Goods shall pass on the earlier of delivery or payment in part or in whole.

(e) The Supplier shall keep properly insured against the usual perils all Goods for which payment or part payment is made before delivery and shall be responsible for any loss or damage whatsoever caused to the Goods before delivery and risk of loss shall pass to CloudNC Ltd only on delivery.

3. DEFECTS AND WARRANTIES

(a) The Supplier warrants that the Goods are free from defect are of merchantable quality and, in so far as CloudNC Ltd has made known to the Supplier the purpose for which the goods are to be used are fit for such purpose or, if CloudNC Ltd has not so made know, are fit for the normal purpose for which the Goods are used. The Supplier further warrants that the design, construction and quality of the Goods comply in all respects with

  (i) their specifications and description set out in the purchase order or otherwise given to the Supplier by CloudNC Ltd and

  (ii) all relevant requirements of any statute, statutory instrument or order which may be in force at the time when the Goods are supplied to or used by CloudNC Ltd.

(b) The Supplier will inspect and test the Goods prior to delivery to ensure compliance with their Specification and description set out in the purchase order or otherwise given to the Supplier by CloudNC Ltd and, if requested, shall supply to CloudNC Ltd copies or records of such inspection.

4. COUNTERFEIT PARTS

(a) The Supplier agrees and shall ensure that suspected unapproved, unapproved and Counterfeit Goods are not contained in goods delivered to CloudNC Ltd through the implementation of policies that include prevention, detection and risk mitigation methods to protect against such risks.

(b) Should the supplier become aware, or suspects that it has supplied Counterfeit Goods it shall immediately notify CloudNC Ltd. When requested the supplier shall provide downstream supplier documentation to prove the traceability of the parts to the applicable approved supplier.

5. REJECTION OF GOODS

(a) CloudNC Ltd shall be entitled to reject any goods which are in any way faulty or defective without being liable to the Supplier for any payment.

(b) Any money received from CloudNC Ltd in respect of rejected goods shall be repaid promptly.

(c) If the Supplier fails to meet any of the conditions in this Purchase Order CloudNC Ltd shall be entitled to cancel the Order by reasonable written notice to the Supplier or at its direction may treat the Goods as rejected in which case sub-clauses (a) and (b) of this clause shall take effect.

(d) The Supplier will notify CloudNC Ltd of any non-conforming product, even after delivery

6. PRODUCT SAFETY AND CONFORMITY

CloudNC’s suppliers are expected to develop, implement, and maintain effective policies and training programs to ensure that their employees are aware of their relevant contribution to the quality, safety and conformity of their products and/or services.

7. RIGHTS OF ACCESS

(a) CloudNC Ltd, our customers and nominated representatives reserve the right of access to the Supplier’s premises and those of its permitted sub-contractors and shall be afforded all necessary access and facilities at any reasonable time to check the progress, quality or records relating to the work being carried out, even after completion.

8. INDEMNITY

(a) The Supplier shall indemnify CloudNC Ltd against any claim by any person relating to death or personal Injury or any loss or damage to any property or any other loss or damage whatsoever caused by Defect in the Goods (whether or not apparent from examination) or caused by any breach of contract, negligence or other default of the Supplier, his servants or agents. This indemnity includes all costs, charges or expenses whatsoever incurred by CloudNC Ltd in connection with any claim or legal proceedings made or taken by any person and such costs, charges or expenses shall be recoverable from the Supplier on a full indemnity basis.

9. INSURANCE

(a) The Supplier will effect and keep in force a policy of insurance with a Company authorised under the Insurance Company Act 1982 or any amendments or statutory replacements thereof in the sum of at least £1,000,000 against all claims arising out of death or personal injury or any loss of or damage to any property (including land) caused to any person by reason of a defect in goods supplied by the Supplier to CloudNC Ltd whether or not such defect arose as a result of a breach of contract, negligence or other default on the part of the Supplier.

(b) A copy of the insurance policy referred to in sub-clause (a) shall be made available by the Supplier to CloudNC Ltd on demand.

10. BUYER’S PROPERTY/DRAWINGS AND DATA

(a) Any intellectual and tangible property issued by the CloudNC to the Supplier specifically in the manufacturing of the Goods shall at all times be and remain the exclusive property of CloudNC but can be held by the Supplier in safe custody, at its own risk and maintained and kept in good condition until returned.

(b) The supplier shall not pass the above to any other party without the CloudNC’s prior written consent.

(c) The supplier shall keep adequate records of such property and shall be made available upon request by the Buyer.

11. GENERAL

(a) These conditions exclude any other terms and conditions inconsistent therewith which either party might seek to impose including any other terms and conditions contained in a later document which purport to exclude any conditions inconsistent with them.

(b) Acceptance by the Supplier of the purchase order shall be deemed to be acceptance of these conditions contained in quotations, letters, invoices or other communications issued by the Supplier shall annul or vary them unless expressly agreed in writing by CloudNC Ltd and the Supplier.

(c) Any reference to any statute, regulation or other matter includes reference to any amendments, re- enactments, extensions or replacement of the same.

(d) Should the price, material used, drawing number or revision differ from that of the purchase order written approval should be obtained from CloudNC Ltd before proceeding

(e) The supply of alternative product, manufacturing process or location, concession, scrapping, subcontracting of our issued product must have our prior agreement

(f) The supplier will supply the release certification (certificate of conformity) and any other paperwork or documentation requested in the purchase order

(g) The supplier is expected to develop, implement and maintain effective policies and training programs to ensure that their employees are aware of the importance of ethical behaviour.

11. RECORD RETENTION

(a) The supplier will retain records for material traceability, test and inspection for 5 Years as hard copies and then a further 10 years (minimum) as either hard or electronic files.

CUSTOMER TERMS AND CONDITIONS

THE GENERAL CONDITIONS

These General Conditions apply to the provision of goods by CloudNC Ltd trading as CloudNC, a company incorporated in England and Wales with registered no. 09821257, and having its registered office at 1 Norton Folgate, London, E1 6DB (“Supplier”).

The Customer is the person purchasing goods specified in a quotation.

All quotations are made and all orders are accepted subject to these General Conditions unless Customer and Supplier have entered into a valid executed written agreement in which case such agreement shall take precedence. Customer agrees that it has had an opportunity to review these General Conditions prior to placing an order, and intends to and will be bound by them.

The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

1. INTERPRETATION

The following definitions and rules of interpretation apply in this Agreement.

1.1 DEFINITIONS:

“Business Day” – a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Commencement Date” – has the meaning given in clause 2.2.

“General Conditions” – these terms and conditions as amended from time to time in accordance with clause 16.8.

“Contract” – the contract between the Supplier and the Customer for the supply of Goods in accordance with these General Conditions.

“Delivery Location” – the location set out in the Quotation.

“Force Majeure Event” – has the meaning given to it in clause 15.

“Goods” – the goods (or any part of them) set out in the Quotation.

“Goods Specification” – any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier as set out in the Quotation.

“Intellectual Property Rights” – patents, utility model, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order” – the Customer’s order for the supply of Goods, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Quotation as the case may be.

“Quotation” – the commercial quotation issued to the Customer by the Supplier.

“Supplier Materials” – has the meaning given in clause 8.1.8.

2. INTERPRETATION:

(a)​ A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b)​ A reference to a party includes its personal representatives, successors and permitted assigns.

(c)​ A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(d)​ Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e)​ A reference to writing or written includes fax and email.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Goods in accordance with these General Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order or the Supplier delivers the Goods on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.4 These General Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.6 All of these General Conditions shall apply to the supply of Goods.

2.7 The Contract made up of the following:

  2.7.1 The Quotation.

  2.7.2 These General Conditions.

  2.7.3 Any Schedules specified in the Quotation.

2.8 If there is any conflict or ambiguity between the terms of the documents listed in Clause 2.7, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

3. GOODS

3.1 The Goods are described in the Quotation.

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification or any other material supplied by the Customer, the Customer shall defend, indemnify and hold harmless the Supplier, its affiliates and each of their respective directors, employees, agents, consultants, sub-contractors and representatives (the “Indemnified Parties”) from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Parties arising out of or in connection with any claim made against the Indemnified Parties for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Indemnified Parties’ use of the Goods Specification or any other material provided by the Customer. This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. DELIVERY OF GOODS

4.1 The Supplier shall ensure that:

  4.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and,

4.2 The Supplier shall itself or via a third party carrier deliver the Goods to the Delivery Location at any time after the Supplier notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the door of the Delivery Location. Customer shall provide at the Delivery Address at its expense adequate and appropriate equipment and manual labour for handling the unloaded Goods.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6 If the Customer fails to accept delivery of the Goods within seven Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

  4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the seven Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

  4.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance and courier costs).

4.7 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, courier and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY OF GOODS

5.1 The Supplier warrants that on delivery the Goods shall:

  5.1.1 conform in all material respects with their description in the Quotation;

  5.1.2 be free from material defects in design, material and workmanship; and

  5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

  5.1.4 be reasonably fit for any purpose held out by the Supplier.

5.2 Subject to clause 5.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

  5.2.1 the Customer gives notice in writing within three Business Days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

  5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and

  5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost. In the case of Goods which have been exported and which are alleged to be defective the Customer shall return them to the Supplier at the Customer’s expense provided that if the Goods are shown to the reasonable satisfaction of the Supplier to be defective the Supplier shall reimburse the cost of returning the defective Goods.

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:

  5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

  5.3.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

  5.3.3 the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

  5.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;

  5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

  5.3.6 the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards; or,

  5.3.7 the defect arises during transport from the Supplier’s premises to or at the Delivery Location.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.5 The terms of these General Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.6 The Goods will be submitted to the standard tests of the Supplier prior to despatch and a certificate of conformity with the Goods Specification will be made available to the Customer upon written request. If special tests or tests in the presence of the Customer or its representative are requested the Supplier will undertake them at its own premises and reserves the right to charge the Customer the cost thereof.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on delivery or in the case of an export sale shall pass when the goods are delivered to a U.K. port or airport.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

  6.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in which case title to the Goods shall pass at the time of payment of all such sums; and,

  6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

  6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

  6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

  6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

  6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1.1 to clause 12.1.3;and

  6.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4 Subject to clause 6.5, the Customer may resell the Goods at full market value in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods; provided that, (i) if the Customer resells the Goods before that time, title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs at full market value and (ii) the Customer will account to the Supplier accordingly and hold out of the sale proceeds sums equivalent to the invoice value of the Goods supplied by the Supplier on trust for the benefit of the Supplier.

6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1.1 to clause 12.1.3, then, without limiting any other right or remedy the Supplier may have:

  6.5.1 the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and

  6.5.2 the Supplier may at any time:

    6.5.2.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

    6.5.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. CUSTOMER’S OBLIGATIONS

7.1 The Customer shall:

  7.1.1 pay for the Goods in accordance with clause 8;

  7.1.2 ensure that the terms of the Order and any information it provides in the Goods Specification are complete and accurate;

  7.1.3 co-operate with the Supplier in all matters relating to the Goods;

  7.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Goods, and ensure that such information is complete and accurate in all material respects;

  7.1.5 prepare the Customer’s premises for the supply of the Goods;

  7.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Goods before the date on which the Goods are delivered;

  7.1.7 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation];

  7.1.8 comply with any additional obligations as set out in the Quotation and Goods Specification; and

  7.1.9 ensure that the Order references the relevant Quotation number.

7.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

  7.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of its obligations until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

  7.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 7.2; and

  7.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

8. PRICE AND PAYMENT

8.1 The price for Goods:

  8.1.1 shall be the price set out in the Quotation or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery; and

  8.1.2 shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.

8.2 The Supplier reserves the right to:

  8.2.1 increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

    8.2.1.1 any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

    8.2.1.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

    8.2.1.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

8.3 Unless otherwise specified in the Quotation, the Supplier shall invoice the Customer on or at any time after shipping the Goods.

8.4 The Customer shall pay each invoice submitted by the Supplier:

  8.4.1 within 30 days of the date of the invoice; and

  8.4.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.

8.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All Intellectual Property Rights in or arising out of or in connection with the Contract (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

9.2 The Customer shall not alter, deface, reproduce or use any of the Supplier’s trade marks

9.3 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the purpose of providing the Goods to the Customer.

10. CONFIDENTIALITY

10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2 Each party may disclose the other party’s confidential information:

  10.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10UPDATE FC; and

  10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

11.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

  11.1.1 death or personal injury caused by negligence;

  11.1.2 fraud or fraudulent misrepresentation; and

  11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.2 Subject to clauses 11.2 and 11.5, the Supplier’s total liability to the Customer shall not exceed the price paid by the Customer to the Supplier for the Goods supplied. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

11.3 Subject to Clause 11.2, the Supplier shall not be liable to the Customer for the following types of wholly excluded losses:

  11.3.1 Loss of profits.

  11.3.2 Loss of sales or business.

  11.3.3 Loss of agreements or contracts.

  11.3.4 Loss of anticipated savings.

  11.3.5 Loss of use or corruption of software, data or information.

  11.3.6 Loss of or damage to goodwill.

  11.3.7 Indirect or consequential loss.

11.4 Supplier’s total liability to the Customer in respect of any loss or damage during transportation from Customer’s premises to and at the Delivery Location shall be limited to GBP100.

11.5 The Supplier has given commitments as to compliance of the Goods with relevant specifications in clause 5. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

11.6 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire twelve months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11.7 This clause 11 shall survive termination of the Contract.

12. TERMINATION

12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

  12.1.1 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

  12.1.2 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

  12.1.3 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

  12.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment

12.3 Without affecting any other right or remedy available to it, the Supplier may suspend further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.2.1 to clause 12.2.3, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

  1. CONSEQUENCES OF TERMINATION

13.1 On termination of the Contract:

  13.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

  13.1.2 the Customer shall return all of the Supplier Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

13.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

13.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

14. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control including for the avoidance of doubt any delay or failure caused by a carrier (a Force Majeure Event).

15. COMPLIANCE

15.1 The Customer shall be solely responsible for obtaining any and all necessary import or export licences or permits necessary for the delivery to the Customer, and the Customer shall be responsible for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation, exportation and/or delivery of the Goods.

15.2 The Customer agrees to comply fully, at its own expense, with all applicable import and export laws, restrictions, national security controls and regulations of the United Kingdom and any other applicable local law or regulation.

15.3 The Customer agrees and undertakes that:

  15.3.1 it shall comply with the terms of any export licence, licence exception, or general licence granted or approved by any competent governmental authority, and that it shall not re-export or transmit any Goods directly or indirectly to any person, entity or into any territory not covered by such export licence, licence exception, or general licence; and

  15.3.2 (regardless of any prior export licence, licence exception or general licence), the Goods will not be supplied directly or indirectly to any person or entity or into any territory which is embargoed, prohibited, debarred or otherwise the subject of sanctions from the United Kingdom, the European Union, the United States of America or the territory where the Customer is located.

15.4 The Customer shall comply with all relevant anti-corruption legislation in connection with the Contract and the Supplier’s business and shall immediately notify the Supplier if it discovers or suspects that any of its officers, directors, employees or representatives are acting or have acted in a way which violates such legislation.

16. GENERAL

16.1 Assignment and other dealings

  16.1.1 The Supplier may at any time assign, mortgage, charge, subcontract, license, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

  16.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

16.2 Notices.

  16.2.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:

    16.2.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

    16.2.1.2 sent by fax to its main fax number or sent by email to the address specified in the Quotation.

  16.2.2 Any notice or communication shall be deemed to have been received:

    16.2.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

    16.2.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

    16.2.2.3 if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.2.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

  16.2.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.6 Entire agreement.

  16.6.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

  16.6.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

  16.6.3 Nothing in this clause shall limit or exclude any liability for fraud.

16.7 Third parties rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.8 Cancellation and Amendment. Notwithstanding any other provision of this Contract, cancellation or amendment of this Contract (including any change to the Goods Specification) requires the prior approval in writing of the Supplier and shall be conditional upon the Customer indemnifying the Supplier against all reasonable costs and expenses incurred by the Supplier as a result of such cancellation or amendment.

16.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

16.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.