TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

The customer’s attention is drawn in particular to the provisions of clause 9.

1. Interpretation

1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order Confirmation.
Incoterms 2010: the 2010 edition of international rules for the interpretation of trade terms prepared by the International Chamber of Commerce and Incoterm shall be interpreted accordingly.
Intellectual Property Rights: all copyright, database rights, topography rights, design rights, trade marks, trade names, utility models, patents, domain names and any other intellectual property rights of a similar nature (whether or not registered) subsisting anywhere in the world in, or associated with, the Goods including but not limited to any invention, discovery or improvement made by the Seller in connection with the Contract.
Order Confirmation: the Supplier’s written acceptance of the Purchase Order.
Purchase Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, fax or email or in the Customer’s written acceptance of the Supplier’s quotation.
Specification: any specification for the Goods that is agreed in writing by the Customer and the Supplier and set out in the Order Confirmation.
Supplier: Ellis Patents Limited (registered in England and Wales with company number 01293983).
UK: England, Scotland, Wales and Northern Ireland.

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 personal representatives, successors or permitted assigns.
A reference to a statute or statutory provision is a reference to such statute or 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.
A reference to writing or written includes faxes and emails.

2. Basis of contract

2.1 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 and the Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.2 The Purchase Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Purchase Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 A Purchase Order shall be deemed to be accepted on the earliest of the Supplier issuing:
(a) an Order Confirmation; or
(b) a delivery note,
at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced 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.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for the period set out in it.

3. Goods

3.1 The Goods are described in the Supplier’s quotation or in the Supplier’s catalogue and/or website as modified by any applicable Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. Delivery

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date the Purchase Order was processed by the Supplier, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any).

4.2 This clause 4.2 applies to Contracts for Goods to be delivered within the UK.
(a) The Supplier shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree at any time on or before the agreed delivery date.
(b) For deliveries ex works, the Customer shall collect the Goods from the Supplier’s premises at Rillington and delivery shall be completed when the Goods are collected.
(c) For deliveries otherwise than ex works the Supplier’s premises at Rillington, delivery of the Goods shall be completed when the Goods have been loaded onto the carrier’s vehicle.
(d) Unless otherwise set out in the Order Confirmation, delivery charges shall be those set out in the Supplier’s price list applicable at the date of the Purchase Order.

4.3 This clause 4.3 applies to Contracts for Goods to be exported from the UK.
(a) The Supplier shall deliver the Goods in accordance with the Incoterm set out in the Order Confirmation.
(b) If the delivery is specified as Incoterms 2010 FCA Rillington the Customer shall collect the Goods from the Supplier’s premises at Rillington and delivery shall be completed when the Goods have been loaded onto the carrier’s vehicle.
(c) The Customer may, at its own expense, arrange for testing and inspection of the Goods before shipment and the Supplier shall, at all reasonable times, provide the Customer or its authorised representatives with all necessary access and cooperation as may reasonably be required to undertake such testing and inspection.
(d) Any delivery charges shall be included in the price or otherwise set out in the Order Confirmation.
(e) The Customer shall pay for the Goods in the currency specified in the invoice.
(f) In the event of a conflict between these Conditions and the applicable Incoterm, the former shall prevail.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence of the Contract. 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 or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to take or accept (as the case may be) physical delivery of the Goods within 5 Business Days of the delivery date or deemed delivery date then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract, the Supplier shall store the Goods until delivery takes place, and may (at the Supplier’s sole discretion) charge the Customer for all related costs and expenses (including insurance).

4.7 For Goods made to a Specification, the Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

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.

4.9 For the avoidance of doubt, the Customer shall be responsible for all related costs and expenses (including insurance) of any Goods stored at the Supplier’s premises at Rillington at the request of the Customer and the Customer shall indemnify the Supplier 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 the Supplier in connection therewith.

5. Quality

5.1 The Supplier warrants that on delivery and for a period of 12 months from the date of delivery (the warranty period) the Goods shall:
(a) conform in all material respects with any applicable Specification; and
(b) be free from material defects in design, material and workmanship.

5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier 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;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) in respect of Goods to be exported from the UK only, the defect would have been apparent on testing and/or inspection of the Goods in accordance with clause 4.3(c);
(c) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(d) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(e) the Customer alters or repairs such Goods without the written consent of the Supplier;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(g) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Unless the Supplier makes or gives a written warranty, condition, description or representation to the contrary, the Customer shall rely on its own skill and judgement as to the:
(a) fitness of the Goods for any purpose; and
(b) compliance of the Goods with the requirements of any regulatory or other authority.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 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.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Supplier has received payment in full (in cash or cleared funds) for the Goods and any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) 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:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.3; and
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 or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent;
(b) it shall impose terms at least as onerous as this clause 6 on the person to whom it sells the Goods; and
(c) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.3, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately and the Supplier may at any time require the Customer to deliver up the Goods in its possession that 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. Price and payment

7.1 The price of the Goods shall be the price set out in the Order Confirmation, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.

7.4 The Supplier may invoice the Customer for the Goods on or at any time after the Supplier has notified the Customer that the Goods are ready to ship.

7.5 The Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence of the Contract.

7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8. Termination

8.1 Without limiting its other rights and remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer becomes subject to any of the events listed in clause 8.3; or
(b) the Customer fails to pay any amount due under the Contract on the due date for payment.

8.2 Without limiting its other rights and remedies, the Supplier may suspend provision of Goods:
(a) if the Customer becomes subject to any of the events listed in clause 8.3; or
(b) the Supplier reasonably believes that the Customer is about to become subject to any of them; or
(c) the Customer fails to pay any amount due under the Contract on the due date for payment.

8.3 For the purposes of clauses 8.1 and 8.2, the relevant events are:
(a) 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) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, 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;
(b) 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 other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(c) (being a company) 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, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(e) 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;
(f) (being a company) 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;
(g) (being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
(i) 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 8.3(a) to clause 8.3(h) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.

8.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9. Limitation of liability

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2 Subject to clauses 4.5, 5.2 and 9.1:
the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
the Supplier has obtained insurance cover in respect of its own legal liability for individual claims. Accordingly, the Supplier’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 upper limit of the Supplier’s insurance policy in respect of an individual claim of the type made by the Customer. The Customer is responsible for making its own arrangements for the insurance of any excess loss.

10. 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 failure or delay is caused by a Force Majeure Event.

11. Intellectual Property Rights

11.1 The Customer acknowledges that:
(a) the Intellectual Property Rights are the Supplier’s (or its licensor’s) property;
(b) nothing in the Contract shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to the Intellectual Property Rights. The Supplier asserts its full rights to control the use of its trade marks within the EEA and the Customer shall assist the Supplier as required in preventing parallel importers from diluting the Supplier’s rights; and
(c) any reputation in any trade marks affixed or applied to the Goods shall accrue to the sole benefit of the Supplier or any other owner of the trade marks from time to time.

11.2 The Customer shall not repackage the Goods and/or remove any copyright notices, confidential or proprietary legends or identification from the Goods.

11.3 The Customer shall not use (other than pursuant to the Contract) or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which the Supplier or any associated company of the Supplier owns or claims rights in anywhere in the world.

11.4 If at any time it is alleged that the Goods infringe the rights of any third party or if, in the Supplier’s reasonable opinion, such an allegation is likely to be made, the Supplier may at its option and its own cost:
(a) modify or replace the Goods without reducing the overall performance of the Goods in order to avoid the infringement; or
(b) procure for the Customer the right to continue using the Goods; or
(c) repurchase the Goods at the price paid by the Customer, less depreciation at the rate the Supplier applies to its own equipment.
11.5 The Customer shall promptly and fully notify the Supplier of:
(a) any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the Customer’s notice; and
(b) any claim by any third party that comes to the Customer’s notice that the sale or advertisement of the Goods infringes the rights of any person.

11.6 The Customer agrees (at the Supplier’s request and expense) to do all such things as may be reasonably required to assist the Supplier in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 11.5.

11.7 In the event of any claim, proceeding or suit by a third party against the Customer alleging an infringement of any Intellectual Property Right connected with the Goods, the Supplier shall defend the Customer at the Supplier’s expense, subject to:
(a) the Customer promptly notifying the Supplier in writing of any such claim, proceeding or suit; and
(b) the Supplier being given sole control of the defence of the claim, proceeding or suit, and provided that the Supplier shall not be liable for infringements to the extent that they arise out of or in connection with modifications to the Goods made by anyone except the Supplier or its authorised representative, or out of use or combination of the Goods with products or third party materials not specified or expressly approved in advance in writing by the Supplier, or where the claim, proceeding or suit arises from the Supplier’s adherence to the Customer’s requested changes to the Specification or from infringing items of the Customer’s origin, design or selection.

11.8 The Supplier shall reimburse the Customer with an amount equal to any cost, expense or legal fees incurred at the Supplier’s written request or authorisation and shall indemnify the Customer against any liability assessed against the Customer by final judgement on account of an infringement described in clause 11.7.

12. Confidentiality

12.1 Each party undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other which it has obtained or received as a result of discussions leading up to entry into this agreement, or which it has obtained during the course of this agreement, except any information that is:
(a) subject to an obligation to disclose under law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or
(b) already in its possession other than as a result of a breach of this clause 12; or
(c) in the public domain other than as a result of a breach of this clause 11.8.

12.2 Each party undertakes to the other to take all steps that are necessary from time to time to ensure compliance with the provisions of this clause 12 by its employees, agents and subcontractors.

13. General

13.1 Assignment and subcontracting.
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.

13.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the 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, sent by pre-paid first class post, recorded delivery, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2(a); if sent by pre-paid first class post or recorded delivery, at 9.00 am 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 fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.3 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 or deletion of a provision or part-provision under this clause 1.1 shall not affect the validity and enforceability of rest of the Contract.

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

13.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.6 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.

13.7 Governing law and jurisdiction.
(a) The Contract shall be governed by, and construed in accordance with the laws of England and Wales.
(b) If the Customer is established in a Member State of the European Union, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims).
(c) If the Customer is established in a state that is not a Member State of the European Union, any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules, which rules are deemed to be incorporated by reference into this clause 13.7. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

21 January 2019