Definitions. In these Conditions, the following definitions apply:
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 set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.7.
Contract: the contract between Cox & Plant and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Cox & Plant: means Cox & Plant Products Limited, company number 01178491 whose registered office is at Balds Lane, Lye, Stourbridge, West Midlands, DY9 8SE or Cox and Plant (Projects) Limited, company number 09943218 whose registered office is at Unit 11b, Newton Court, Pendeford Business Park, Wolverhampton, West Midlands, United Kingdom, WV9 5HB or Cox & Plant Ltd, company number 8172481 whose registered office is at Unit 11b, Newton Court, Pendeford Business Park, Wolverhampton, West Midlands, United Kingdom, WV9 5HB, or The Conveyor Company Ltd, company number 10486613 whose registered office is at Unit 11b, Newton Court, Pendeford Business Park, Wolverhampton, West Midlands, United Kingdom, WV9 5HB as shown our written acceptance of your order.
Customer: the person or firm who purchases the Goods and/or Services from Cox & Plant.
Delivery Location: has the meaning set out in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 14.1.
Goods: the goods (or any part of them) set out in the Order [and the Operator’s Manual].
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and Cox & Plant.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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
[Operator’s Manual: instructions for the use and operation of the Goods provided by Cox & Plant to the Customer.]
Order: the Customer’s order for the supply of Goods and/or Services, as set out the Customer’s purchase order form.
Project Proposal: Cox & Plant’s specification of the Goods and/or Services to be supplied to the Customer.
Services: the services, supplied by Cox & Plant to the Customer as set out in the Service Specification below.
Service Specification: the description or specification for the Services provided in writing by Cox & Plant to the Customer.
Cox & Plant Materials: has the meaning set out in clause 8.1(h).
1.2 Construction. In these conditions, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- a reference to a party includes its successors or permitted assigns;
- a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- a reference to writing or written includes faxes and e-mails.
2. Basis of contract
The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when Cox & Plant issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Cox & Plant which is not set out in the Contract.
Any samples, drawings, descriptive matter or advertising issued by Cox & Plant and any descriptions of the Goods or illustrations or descriptions of the Services contained in Cox & Plant’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
These 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.
Any proposal given by Cox & Plant shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.
All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
The Goods are described in the Project Proposal.
To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify Cox & Plant 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 and other professional costs and expenses) suffered or incurred by Cox & Plant in connection with any claim made against Cox & Plant for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Cox & Plant’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
Cox & Plant reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
4. Delivery of Goods
Cox & Plant shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Cox & Plant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
Cox & Plant shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after Cox & Plant notifies the Customer that the Goods are ready.
Unless otherwise agreed, Goods will be delivered FCA Incoterms 2010 at Balds Lane, Lye, Stourbridge, West Midlands DY9 8SE (Delivery Location)
Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Cox & Plant 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 Cox & Plant with adequate delivery instructions, drawing approval, confirmation of technical details and payment of charges due or any other instructions that are relevant to the supply of the Goods.
If Cox & Plant 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. Cox & Plant shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer’s failure to provide Cox & Plant with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
If the Customer fails to accept or take delivery of the Goods within 10 Business Days of Cox & Plant notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Cox & Plant’s failure to comply with its obligations under the Contract in respect of the Goods:
- delivery of the Goods shall be deemed to have been completed at 9.00 am on the tenth Business Day following the day on which Cox & Plant notified the Customer that the Goods were ready; and
- Cox & Plant shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
Cox & Plant 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
Cox & Plant warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
- conform with the Goods Specification; and
- be free from material defects in design, material and workmanship;
Subject to clause 5.3, if:
- the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
- be free from material defects in design, material and workmanship;
Cox & Plant shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
- the Customer has not provided sufficient products for the Goods to be tested in accordance with clause 8.1 (i);
- the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
- the defect arises because the Customer failed to follow the Operator’s Manual or Cox & Plant’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;
- the defect arises as a result of Cox & Plant following any drawing, design or Goods Specification supplied by the Customer;
- the Customer alters or repairs such Goods without the written consent of Cox & Plant;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
- the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
Except as provided in this clause 5, Cox & Plant shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Cox & Plant under clause 5.2.
6. Title and risk
The risk in the Goods shall pass to the Customer on completion of delivery.
Title to the Goods shall not pass to the Customer until Cox & Plant receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment.
Until title to the Goods has passed to the Customer, the Customer shall:
- store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Cox & Plant’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Cox & Plant’s behalf from the date of delivery;
- (d) notify Cox & Plant immediately if it becomes subject to any of the events listed in clause 13.1(a) to clause Error! Reference source not found.; and
- give Cox & Plant such information relating to the Goods as Cox & Plant may require from time to time.
If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1(a) to clause Error! Reference source not found., then, without limiting any other right or remedy Cox & Plant may have Cox & Plant may at any time:
- require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
- 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. Supply of Services
Cox & Plant shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
Cox & Plant shall use all reasonable endeavours to meet any performance dates for the Services specified in the Project Proposal, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
Cox & Plant shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Cox & Plant shall notify the Customer in any such event.
Cox & Plant warrants to the Customer that the Services will be provided using reasonable care and skill.
8. Customer’s obligations
The Customer shall:
- ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
- co-operate with Cox & Plant in all matters relating to the Services;
- ensure that any matters set out in the Project Proposal which are not included and which are required to install and/or commission the Goods, shall be completed at the Customer’s cost prior to delivery;
- provide Cox & Plant, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, utilities, office accommodation and other facilities as reasonably required by Cox & Plant to provide the Services;
- provide Cox & Plant with such information and materials as Cox & Plant may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
- prepare the Customer’s premises for the supply of the Services;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- keep and maintain all materials, equipment, documents and other property of Cox & Plant (Cox & Plant Materials) at the Customer’s premises in safe custody at its own risk, maintain Cox & Plant Materials in good condition until returned to Cox & Plant, and not dispose of or use Cox & Plant Materials other than in accordance with Cox & Plant’s written instructions or authorisation; and
- sufficient quantities of the product to be processed being provided to Cox & Plant for testing, to be supplied at the Customer’s cost.
If Cox & Plant’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- Cox & Plant shall without limiting its other rights or remedies have the right to suspend performance of the Services 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 to the extent the Customer Default prevents or delays Cox & Plant’s performance of any of its obligations;
- Cox & Plant shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Cox & Plant’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
- the Customer shall reimburse Cox & Plant on written demand for any costs or losses sustained or incurred by Cox & Plant arising directly or indirectly from the Customer Default.
9. Charges and Payment
The price for Goods and Services shall be the price set out in the Project Proposal. The price of the Goods is inclusive of delivery FCA Balds Lane, Lye, Stourbridge only and packaging comprising the Goods shrink wrapped on pallets, if appropriate. Containers or crates are not included.
Cox & Plant shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Cox & Plant engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Cox & Plant for the performance of the Services, and for the cost of any materials. The cost Services is based on a 12 hour day during Monday to Friday only. If the Customer requires Services to be provided outside of this period, additional charges will apply at Cox & Plant’s then current standard rates.
Cox & Plant reserves the right to 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 Cox & Plant that is due to:
- any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
- (b) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Cox & Plant adequate or accurate information or instructions in respect of the Goods.
In respect of Goods, Cox & Plant shall issue invoices to the Customer in accordance with the payment dates set out in the Project Proposal. Cox & Plant shall not commence performance of the Contract until it has received the deposit payment.
Cox & Plant shall issue an invoice for the balance of the price less a 5 per cent retention prior to delivery. Payment must be made no later than 14 days prior to the agreed delivery date otherwise Cox & Plant reserve the right to delay delivery.
Cox & Plant shall issue an invoice for the 5 per cent retention amount following agreement by Cox & Plant and the Customer that any minor defects following installation and commissioning have been rectified to the Customer’s satisfaction.
The Customer shall pay each invoice submitted by Cox & Plant:
- within 7 days of the date of the invoice; and
- in full and in cleared funds to a bank account nominated in writing by Cox & Plant, and
time for payment shall be of the essence of the Contract.
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 Cox & Plant to the Customer, the Customer shall, on receipt of a valid VAT invoice from Cox & Plant, pay to Cox & Plant such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Cox & Plant may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Cox & Plant to the Customer.
10. Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Cox & Plant.
All Cox & Plant Materials are the exclusive property of Cox & Plant.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.
12. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
Nothing in these Conditions shall limit or exclude Cox & Plant’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- defective products under the Consumer Protection Act 1987.
Subject to clause 12.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- any loss of profit, sales, business or revenue;
- loss of business opportunity;
- loss of goodwill; or
- any indirect or consequential loss.
Cox & Plant’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the higher of:
- the price of the Goods and/or Services; and
- any amount received by Cox & Plant as a result of a claim made by it pursuant to its insurance in respect of such loss.
Where Cox & Plant have provided project drawings or designs for goods to be manufactured by a third party, subject to clause 12.1 Cox & Plant shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any losses arising from any failure by you or any third party to manufacture goods strictly in accordance with such project drawings or designs.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
This clause 12 shall survive termination of the Contract.
Without limiting its other rights or remedies, Cox & Plant may terminate the Contract with immediate effect by giving written notice to the Customer if:
- the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply];
- the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company);
- a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
- an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);
- the holder of a qualifying charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
- any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(a) to clause 13.1(g) (inclusive);
- (i) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
- (j) the Customer’s financial position deteriorates to such an extent that in Cox & Plant’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without limiting its other rights or remedies, Cox & Plant may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, Cox & Plant may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Cox & Plant if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.1(a) to clause Error! Reference source not found., or Cox & Plant reasonably believes that the Customer is about to become subject to any of them.
On termination of the Contract for any reason:
- the Customer shall immediately pay to Cox & Plant all of Cox & Plant’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Cox & Plant shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- the Customer shall return all of Cox & Plant Materials which have not been fully paid for. If the Customer fails to do so, then Cox & Plant 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;
- the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- (d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. Force Majeure
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Cox & Plant including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Cox & Plant or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Cox & Plants or subcontractors.
Cox & Plant shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents Cox & Plant from providing any of the Services and/or Goods for more than six weeks, either party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other.
15.1 Assignment and other dealings.
- Cox & Plant may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
- The Customer shall not, without the prior written consent of Cox & Plant, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
- Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 1.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
- 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.
- (b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
Third Parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Cox & Plant.
Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).