Terms and Conditions

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Dakal Limited Standard Terms and Conditions
The Customer's attention is drawn in particular to the provisions of clauses 2.5,2.6, 4.7, 5.2 5.3, 8.2(d) and 12, which limits the liability of the Supplier.
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.
Consumer: a Customer who enters into a Contract otherwise than in the course of a business.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with the Supplier’s Standard Terms and Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Customer’s Premises: the address provided by the Customer on the Order to which the Goods are to be delivered by the Supplier, if delivery is not to take place at the Supplier’s Place of Business.
EEE: means Electrical and Electronic Equipment as defined the WEEE Regulations.
Force Majeure Event: any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war , threat of war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
Goods: the goods (or any part of them) set out in the Order.
Product Number: the number attributable to each of the Goods as specified in the Supplier’s Catalogue from time to time.
Order: the Customer's written order to purchase the Goods.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: Dakal Lighting Limited (registered in England and Wales with company number 05009449).
Supplier’s Catalogue: means the website at www.dakal.co.uk as at the time of the placing of an Order.
Supplier’s Place of Business: Dakal Lighting Limited Unit 4, Stour Rd, Off Ross Road, Northampton, NN5 5AA.
Standard Terms and Conditions: the terms and conditions set out in this document.
Warranty Period:
(a) where the Goods are Light Emitting Diode (LED) Goods the warranty period shall be the period stated in the Supplier’s Catalogue;
(b) where the Goods are not LED Goods the warranty period shall be the period of 12 months;
and in each case the warranty period shall commence on the date of delivery of the Goods.
WEEE: means waste electrical and electronic equipment.
WEEE Regulations: means The Waste Electrical and Electronic Equipment Regulations 2013 (2013/3113).
1.2 Construction. In these Conditions, the following rules apply:
(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 or permitted assigns.
(c) 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.
(d) 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.
(e) A reference to writing or written does not include faxes and e- mails.
2. BASIS OF CONTRACT
The Customer’s attention is particularly drawn to clauses 2.5 and 2.6.
2.1 These Standard Terms and 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.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Standard Terms and Conditions.
2.3 The Order must state;
(a) the Product Number;
(b) the quantity, quality and description of the Goods; and
the Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.4 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.5 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 the
Supplier which is not set out in the Contract.
2.6 Any typographical, clerical or other error or omission in any of the Supplier’s sale literature, quotation, product list, catalogue, website, acceptance of the Order, invoice or any other document or information supplied by the Supplier shall be subject to correction without any liability on the part of the Supplier.
2.7 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.
If it is important that the Goods precisely match previous Goods ordered or should be identical in appearance to the Goods described in the Supplier’s Catalogue then this MUST be specified in the Order.
2.8 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
3. GOODS
3.1 The Goods are described in the Supplier's Catalogue as modified by any applicable Specification.
3.2 To the extent that the Goods are manufactured or a process is applied 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 where;
(a) the Supplier is required to do so by any applicable statutory or
regulatory requirements; or
(b) the Goods are supplied at the Supplier’s specification and such amendment would not materially affect the quality of the Goods.
4. DELIVERY
The Customer’s attention is particularly drawn to clause 4.7.
4.1 Delivery of the Goods shall take place either;
(a) at the Supplier’s Place of Business; or
(b) the Customer’s Premises; and
the delivery option required by the Customer shall be stated in the Order and if no delivery address is provided by the Customer on the Order, delivery will take place at the Supplier’s Place of Business.
4.2 If delivery of the Goods is to take place in accordance with clause 4.1(a), the Customer shall collect the Goods from the Supplier's Place of Business or such other location as may be advised by the Supplier prior to delivery within 3 Business Days of the Supplier notifying the Customer that the Goods are ready.
4.3 If delivery of the Goods is to take place in accordance with clause 4.1 (b) the Supplier shall deliver the Goods to the Customer’s Premises at any time after the Supplier notifies the Customer that the Goods are ready.
4.4 If the Customer fails to take delivery (where delivery take places in accordance with clause 4.1(a)) or accept delivery (where delivery takes place in accordance with clause 4.1(b)) of the Goods within three 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 the Supplier's failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.5 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery and the Customer has not taken or accepted (as the case may be) delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage 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.
4.6 Customers should note that a large proportion of the Goods that we supply are manufactured to order overseas and manufacturing delays can occur, shipping containers can be delayed in transit and export customs and import customs can hold up delivery of the Goods therefore all dates quoted for delivery are approximate only and the time for 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) a Force Majeure Event;
(b) 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; and
(c) any delay experienced during the shipping of the Goods to the Supplier’s Place of Business, including but not limited to any delays experienced at export and import customs.
4.7 If the Supplier fails to deliver the Goods in breach of the terms of the Contract then its liability shall be limited to the cost of 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.
4.8 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
The Customer’s attention is particularly drawn to clauses 5.2 and 5.3
5.1 The Supplier warrants that on delivery and during the Warranty Period, the Goods shall:
(a) conform in all material respects with their description and any applicable Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
(d) be fit for any purpose held out in writing by the Supplier;
(e) be reasonably fit for any particular purpose for which the Goods are being bought if the Customer had made that known to the Supplier in writing and the Supplier has confirmed in writing that it is reasonable to rely on the skill and judgment of the Supplier.
5.2 Subject to clause 5.3, the Supplier shall not be liable for a breach of any of the warranties in clause 5.1 if:
(a) The Customer gives written notice of the defect to the Supplier within 7 days of the date when the Customer discovers or ought to have discovered the defect; and
(b) The Supplier is given a reasonable opportunity to examine the 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; and
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. Any Goods returned to the Supplier which in the Supplier’s opinion are not defective will be returned to the Customer at the Customer’s cost.
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) 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;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the Customer has not paid for the Goods in full and cleared funds.
(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 their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
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 Any Goods which have been replaced shall belong to the Supplier and any repaired or replaced Goods or parts thereof shall be guaranteed on these terms for the duration of the unexpired Warranty Period.
5.6 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.
5.7 These Standard Terms and 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) the date that 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 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 10.5; and
(e) 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; and
(b) 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 10.5, then, without limiting any other right or remedy the Supplier may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) 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.
7.2 The Supplier may, by giving notice to the Customer at any time 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 is exclusive of amounts in respect of value added tax (VAT). 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.
7.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.5 The Customer shall pay the invoice in full and in cleared funds on delivery of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then;
(a) the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and
(b) the Customer shall indemnify the Supplier against all liabilities, cost and expenses, damages and losses, penalties and legal costs (calculated on a full indemnity basis) suffered or incurred by the Supplier arising out of or in connection with the enforcement of the Contract.
7.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). 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. CONSUMERS
The Customer shall prior to entering into a Contract notify the Supplier that he is a Consumer if that is the case. If no such notification is made then the Supplier shall be entitled to proceed on the basis that the Customer is not a Consumer.
9. WEEE REGULATIONS
9.1 The Customer is responsible for financing the collection, treatment, recovery and environmentally sound disposal of;
(a) WEEE which arises or derives from the Goods; and
(b) All WEEE arising from EEE placed on the market prior to 13th August 2005 where such EEE is replaced by the Goods and the
Goods are of an equivalent type or fulfil the same function as that of the EEE.
9.2 The Customer shall comply with all the obligations imposed on the Customer by virtue of the WEEE Regulations.
9.3 The Supplier’s EEE producer registration number for the purposes of the WEEE Regulations is WEEE/JH0060TU.
10. TERMINATION AND SUSPENSION
10.1 Once the Supplier has notified the Customer in writing that the Order has been accepted, an Order for Goods made to the Customer’s Specification cannot be cancelled by the Customer.
10.2 Notwithstanding clause 10.1, once the Supplier has notified the Customer in writing that the Order has been accepted, the Customer is not entitled to cancel the Order, unless the Supplier (as its complete discretion) confirms to the Customer, in writing, that the Contract may be cancelled.
10.3 If the Customer cancels the Order in accordance with clause 10.2 then;
(a) the Customer shall indemnify the Supplier in full against all loss, (including loss of profit) costs, including but not limited to the costs of labour, material, damages, charges and expenses incurred or to be incurred by the Supplier as a result of the Customer cancelling the Order;
(b) any Goods which have been delivered to the Customer must be returned to the Supplier in the same condition as the Goods were supplied to the Customer.
10.4 If the Customer becomes subject to any of the events listed in clause 10.5, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
10.5 For the purposes of clause 10.4, 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 or limited liability
partnership) 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 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;
(e) (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) 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;
(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 10.5(a) to clause 10.5(f) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part 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.
10.6 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.5(a) to clause 10.5(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.7 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.
10.8 Termination of the Contract, however arising, shall not affect either the Supplier’s or the Customer’s rights, remedies, obligations and liabilities that have accrued as at termination.
10.9 Clauses which expressly or by implication survive termination of the Contract shall
continue in full force and effect.
11. RETURNING THE GOODS
Subject to clause 4.8 and 3.3, in the event that the Goods are not supplied in accordance with the Customer’s Order, the Customer must notify the Supplier that the Goods do not comply with the Customer’s Order within 48 hours of delivery of the Goods and the Supplier shall at its discretion replace the Goods.
12. LIMITATION OF LIABILITY
The Customer’s attention is particularly drawn to this clause.
12.1 Nothing in these Standard Terms and 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.
12.2 Subject to clause 12.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or on any other basis whatsoever, for any loss of profit, or any indirect, or any consequential loss arising under or in connection with the Contract; and
(b) the Supplier's total liability to the Customer in respect of all
direct losses, costs, expenses, or on any other basis whatsoever 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 price of the Goods.
13. FORCE MAJEURE
Neither the Supplier nor the Customer shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.
14. GENERAL
14.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, 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, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
14.2 Notices.
(a) Any notice or other communication given under or in connection with the Contract shall be in writing, addressed to;
(i) to the Supplier at the Supplier’s Place of Business; and
(ii) to the Customer at its principal place of business or such other address as the Customer may have specified to the Supplier in writing
and in each case shall be delivered personally, sent by pre- paid first class post or other next working day delivery service, or commercial courier.
(b) A notice or other communication shall be deemed to have been received:
(i) if delivered personally, when left at the address referred to in clause 14.2(a);
(ii) 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;
(iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(c) Notices and other communications may also be sent and received by email communication but shall only be deemed to have been received when they are actually received by the intended recipient.
14.3 Severance
(a) 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
(c) amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 Waiver.
A waiver of any right or remedy under the Contract or law 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 prevent or restrict the 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.
14.5 Third party rights.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.6 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 in writing and signed by the Supplier.
14.7 Governing law.
The Contract, 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.
14.8 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).
END