Terms and Conditions of Sale

1 Definitions

 

1.1 In these Conditions, the following definitions apply:

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• ‘Business Day’ means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

• ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;

• ‘Contract’ means the contract between the Purchaser and the Seller for the supply of Goods in accordance with these Conditions as defined at clause 2.2;

• ‘Event of Default’ means, in respect of either party (as the case may be), any material breach of its obligations under these Conditions, or any step being taken in respect of bankruptcy or insolvency proceedings or arrangements in respect of either party, or the inability of either party to pay its debts as they fall due;

• ‘Force Majeure Event’ means strikes, lockouts, stoppages of work, trade disputes, delay or non delivery of materials by a third party, accidents, fire, flood, tempest, war, riot, civil commotion, or acts of God or any other circumstances not within the control of the Seller which cause delay in manufacture or delivery of the Goods;

• ‘Goods’ means the articles which the Purchaser agrees to buy from the Seller pursuant to the Contract;

• ‘Order’ means the Purchaser’s order for the supply of Goods, as set out in the Purchaser’s purchase order form, or the Purchaser’s written acceptance of the Seller’s quotation, or such other form (as the case may be);

• ‘Price’ means the price for the Goods excluding carriage, packing, insurance & VAT

• ‘Purchaser’ means the party who buys or agrees to buy the Goods from the Seller;

• ‘Seller’ means Willard Conservation Limited, a private company limited by shares registered in England and Wales whose registered office address is The Workshop, Leigh Road, Chichester, West Sussex PO19 8TS;

• ‘Specification’ means the drawings, technical specifications or other data referred to at clause 3.1.

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1.2 In these Conditions, the following rules of interpretation apply:

a ‘person’ includes a natural person, corporate or incorporated body (whether or not having separate legal personality;
a reference to a ‘party’ or the ‘parties’ is a reference to the Purchaser, the Seller and includes its personal representatives, permitted assigns, servants, agents, and subsidiaries who have been given the requisite authority by said party;
a reference to ‘delivery’ includes delivery of the Goods by the Seller, delivery of the Goods by a carrier, or collection of the Goods by the Purchaser (as the case may be);

a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted from time to time, and includes any subordinate legislation made under such statute;
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, subject to clause 16.2, e-mails but not faxes.

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2 Conditions Applicable to Orders

2.1 All Orders for Goods shall be deemed to be an offer by the Purchaser to purchase Goods pursuant to these Conditions without reservation, alteration or introduction of additional terms.

2.2 A binding contract between the Purchaser and the Seller (the ‘Contract’) will exist and will be subject to these Conditions when the Seller posts or transmits by fax or e-mail an acknowledgement or confirmation of order to the Purchaser which shall thus constitute acceptance of the Order.

2.3 Unless expressly agreed in writing by both parties, these Conditions shall apply to all agreements for the sale of Goods by the Seller to the Purchaser to the exclusion of all other terms and conditions including any terms or conditions which the Purchaser may seek to apply unilaterally under any purchase order, confirmation of order or similar documents or any terms implied by trade, custom, or market practice.

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

2.5 Unless contained in the Specification, any samples, drawings, descriptive matter or advertising issued by the Seller or contained in the Seller’s catalogues or brochures are issued 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 contractual force.

2.6 After acceptance of an Order by the Seller as described in clause 2.2, such Order may only be modified or altered in accordance with the terms of the Contract or otherwise only if such modification or alteration is expressly agreed in writing by both parties.

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3 Specification

3.1 Any drawings, technical specifications or other data attached to the Seller’s quotation and specified and identified on the Order shall be deemed to be the Specification and shall be deemed to be part of that Order.

3.2 Upon acceptance of the Order by the Seller as described in clause 2.2, no material change in the Specification may be effected unless expressly agreed in writing by both parties SAVE THAT the Seller reserves the right to make any change in the Specification after such acceptance provided that such change does not materially affect the installation, performance or price thereof. Any such change shall not invalidate any Order or impose any liability on the Seller.

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4 Cancellation and Return of Goods

4.1 Subject to clause 4.2, no Order shall be cancelled by the Purchaser after it has been accepted by the Seller as described in clause 2.2, other than with the express written consent of and upon conditions reasonably required by the Seller.

4.2 If the Seller shall cease to manufacture or supply any Goods ordered by the Purchaser, it shall give notice of that fact in writing to the Purchaser but shall not be liable for any loss or damage occasioned thereby to the Purchaser whereupon the Purchaser will have the option (to be exercised within 10 Business Days of the date that said notice is served) either to take equivalent goods if available from the Seller or to cancel its Order without further liability upon the Seller or the Purchaser. If the Purchaser has not exercised such option within the 10 Business Day period, the Order shall be deemed to be continued with the equivalent goods (subject to the availability of such equivalent goods).

4.3 Any Goods returned by the Purchaser to the Seller will be deemed to constitute cancellation of the relevant Order. For the avoidance of doubt, such cancellation must comply with the provisions of clause 4.1 in order to be valid.

4.4 Any Goods returned to the Seller by the Purchaser for any reasons whatsoever shall be returned at the sole risk of the Purchaser and the Seller shall be entitled to store the same otherwise than at the Seller’s premises.

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5 Price and Payment

5.1 Subject to the provisions of clause 5.2 and clause 5.3, the Price shall be the amount stated in the Seller’s quotation and referred to in the Seller’s written acceptance of Order served in accordance with clause 2.2. For the avoidance of doubt, extra charges will be made by the Seller for all applicable taxes, duties, carriage and freight and for all or any insurance, packing, crating, special tests or inspections and all such extra charges shall be payable by the Purchaser.

5.2 In the event of any modification or alteration to an Order made in accordance with clause 2.6, the stated Price shall be adjusted accordingly by the Seller to reflect the price of the modified Order.

5.3 The Seller reserves the right to increase the Price, by giving notice to the Purchaser at any time before delivery, to reflect any increase in the cost of the Goods to the Seller that is due to:

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

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

5.3.3 any delay caused by any instructions of the Purchaser in respect of the Goods or failure of the Purchaser to give the Seller adequate or accurate information or instructions in respect of the Goods.

5.4 Payment shall be remitted by the Purchaser to the Seller as follows:

5.4.1 50% of the total payment due (comprising the Price and other extra charges including carriage, packing, insurance and VAT) shall be remitted upon placement of the Order by bankers draft or by such other method of payment as the parties may agree; and

5.4.2 the balance of the total payment due (as referred to at clause 5.4.1) shall be remitted upon the request of the Seller prior to dispatch of the Goods or collection of the Goods by the Purchaser (as the case may be). Any variation of this term shall only be valid if agreed in writing and endorsed by the parties before the deemed date of acceptance of the Order established in accordance with clause 2.2.

5.5 If the Purchaser fails to make any payment due to the Seller under the Contract by the due date for payment, the Seller shall be entitled to:

5.5.1 charge the Purchaser interest at the rate of 2% per month or part thereof on the amount outstanding (such interest accruing on a daily basis from the due date until actual payment in full of both the overdue amount and accrued interest);

5.5.2 suspend any future deliveries under any agreements with the Purchaser in accordance with clause 12.2;

5.5.3 terminate the Contract in accordance with clause 12.1.4 and any other Contracts with the Purchaser insofar as they relate to any further Goods remaining to be delivered by the Seller to the Purchaser; and

5.5.4 recover from the Purchaser any expenses incurred by the Seller by any suspension or cancellation pursuant to clauses 5.5.2 or 5.5.3.

5.6 Time of payment shall be the essence of the Contract.

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

5.8 The Purchaser shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Seller may, without limiting its other rights or remedies, set off any amount owing to it by the Purchaser against any amount payable by the Seller to the Purchaser.

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6 DELIVERY

6.1 The date for delivery of Goods is an estimated date and shall not be deemed to be of the essence of the Contract, save that the Seller will use reasonable endeavours to
avoid any delay in delivery from the notified delivery date and the Seller will use reasonable endeavours to keep the Purchaser updated of the estimated delivery date.

6.2 The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Purchaser’s failure to provide the Seller with adequate instructions that are relevant to the supply or delivery of the Goods.

6.3 The parties acknowledge that any delay in delivery of the Goods by the Seller shall not be considered a material breach of the Contract or sufficient cause for cancellation by the Purchaser. Where delivery is to be made by instalments, delay in delivery of one instalment shall not entitle the Purchaser to refuse to accept the remaining instalments.

6.4 If the Seller fails to deliver the Goods within a reasonable time and no Force Majeure Event has occurred, its liability shall be limited to the costs incurred by the Purchaser in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

6.5 In the event of a Force Majeure Event, the Seller reserves the right to suspend delivery of Goods for such period as is reasonable in all the circumstances and may extend the period for delivery to cover such time as has been lost by the Force Majeure Event or may suspend or cancel either immediately or at any time after a suspension under this clause any or all of its obligations then unperformed.

6.6 Delivery to or collection by any carrier from carriage to the destination indicated by the Purchaser shall be deemed to be delivery of the Goods and due performance of the Seller’s duties.

6.7 Where Goods are damaged in transit such damage must be notified to the Seller in writing within 3 Business Days of receipt of the Goods by the Purchaser with a copy direct to the carrier. In the case of carriage by an independent carrier, claims in respect of loss or damage in transit or non-delivery must be settled between the carrier and the Purchaser and will not be subject of a claim against the Seller.

6.8 Non delivery of Goods advised or invoiced for delivery in the UK which are not received within 21 days of despatch must be notified by the Purchaser in writing to the Seller.

6.9 Short or over deliveries must be notified in writing by the Purchaser to the Seller within 3 Business Days from the date of receipt of the Goods by the Purchaser. In the case of short delivery, a copy of such written notification should also be sent by the Purchaser to the carrier.

6.10 If the Purchaser fails to accept or take delivery of the Goods on the delivery date notified by the Seller, then except where such failure is caused by a Force Majeure Event or by the Seller’s failure to comply with its obligations under the Contract in respect of the Goods:

6.10.1 delivery shall be deemed to have been completed on such notified delivery date;

6.10.2 the Seller shall store the Goods for 5 Business Days, and charge the Purchaser for all related costs and expenses including storage, insurance and redelivery; and

6.10.3 if 5 Business Days after the notified delivery date the Purchaser has still not accepted delivery of the Goods and the parties have not otherwise agreed a date for redelivery of the Goods, the Seller may resell or otherwise dispose of part or all of the Goods and terminate the Contract in accordance with its rights in clause 12.

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7 RISK & TITLE

7.1 The risk in the Goods shall pass to the Purchaser from the start of the day which has been notified to the Purchaser as the delivery date, provided always that the Goods are on that date in a deliverable state.

7.2 Title in the Goods shall not pass to the Purchaser until the earlier of:

7.2.1 the Seller receiving payment in full (in cash or cleared funds) for the Goods; and

7.2.2 the Purchaser reselling the Goods, in which case title to the Goods shall pass to the Purchaser at the time specified in clause 7.4.

7.3 Until title in the Goods has passed to the Purchaser in accordance with clause 7.2, the Purchaser shall:

7.3.1 store the Goods separately from all other goods in the Purchaser’s possession so as to be identifiable as the property of the Seller;

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

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

7.3.4 In the event the Goods are delivered by the Seller prior to receipt of payment in full, and without limiting any other right or remedy the Seller may have, the Seller reserves the right to require the Purchaser to deliver up the Goods in its possession and, if the Purchaser fails to do so promptly, the Seller may enter any premises of the Seller or of any third party where the Goods are stored in order to recover them.

7.4 In the circumstances described in clause 5.4.2 and, subject to clause 7.5, the Purchaser may resell or use the Goods in the ordinary course of business (but not otherwise) before the Seller receives payment for the Goods. However, if the Purchaser resells the Goods before that time it does so as the Seller’s agent and shall:

7.4.1 if required in writing by the Seller pay into a separate identified bank account the entire proceeds of resale which shall be held by the Purchaser on trust for the Seller absolutely. If the proceeds of resale exceed the sums payable by the Purchaser to the Seller, the Purchaser shall be entitled to retain such surplus as its agent’s commission on resale; and

7.4.2 the Purchaser shall identify the Seller as the principal to any third party buyer and further in these circumstances at all times the Purchaser acting in such capacity as agent shall indemnify the Seller against all or any claims made by a third party and the Purchaser shall have in place and maintain a policy of insurance in order to support such indemnity in full.

7.5 If any Event of Default occurs in respect of the Purchaser before title to the Goods has passed to the Purchaser then, without limiting any other right or remedy the Seller may have:

7.5.1 any right of the Purchaser to resell Goods or use them in the ordinary course of its business ceases immediately;

7.5.2 the Seller may at any time require the Purchaser to deliver up all Goods in its possession which have not been resold; and

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

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8. QUALITY OF GOODS

8.1 The Seller warrants that on delivery the Goods shall conform in all material respects with their description and any applicable Specification and shall be free from material defects in design, material and workmanship.

8.2 The Seller further warrants that Goods manufactured by the Seller shall be guaranteed for one year RTB against material defects in materials or workmanship.

8.3 Subject to clause 8.3, if:

8.3.1 the Purchaser gives notice in writing within 14 days of discovery that some or all of the Goods do not comply with the warranties set out in clause 8.1 and 8.2; and

8.3.2 the Seller is given a reasonable opportunity of examining such Goods for the purpose of verifying that the warranties set out in clause 8.1 and 8.2 have been breached; and

8.3.3 the Purchaser (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Purchaser’s cost;
the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods.

8.4 The Seller shall not be liable for the Goods’ failure to comply with the warranties in clause 8.1 and 8.2 if:

8.4.1 the Purchaser makes any further use of the Goods after giving a notice in accordance with clause 8.3:

8.4.2 the defect arises because the Purchaser failed to follow the Seller’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;

8.4.3 the defect arises as a result of the Seller following any drawing, design, or Specification supplied by the Purchaser;

8.4.4 the Purchaser alters or repairs such Goods without the written consent of the Seller;

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

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

8.4.7 the Goods are damaged in transit by a third party carrier, in which case the terms of clause 6.7 shall apply.

8.5 For the avoidance of doubt, no guarantee is given by the Seller in respect of defects arising from corrosion, erosion, or abnormal use, nor in respect of goods or parts not manufactured by the Seller.

8.6 Except as provided in this clause 8, the Seller shall have no liability to the Purchaser in respect of the Goods’ failure to comply with the warranties in clauses 8.1 and 8.2.

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9. INTELLECTUAL PROPERTY RIGHTS

Where goods have been manufactured by the Seller pursuant to plans or specifications provided by the Purchaser, the Seller shall not be liable for any alleged patent infringement thereby caused. In the event of litigation arising in which it is alleged that the Seller has infringed any patent or intellectual property or other right as aforesaid, the Purchaser will forthwith take on the conduct of the defence of such claim, and will indemnify and hold harmless the Seller for all or any damages costs or expenses which the Seller may incur or be ordered to pay or for any monies which it pays in reasonable settlement of such litigation.

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10. LIMITATION OF LIABILITY – (THE PURCHASER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE)

10.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:

10.1.1 death or personal injury caused by its negligence;

10.1.2 fraud or fraudulent misrepresentation;

10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

10.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

10.1.5 defective products under the Consumer Protection Act 1987.

10.2 Subject to clause 10.1:

10.2.1 the Seller shall under no circumstances whatever be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, or any indirect or consequential loss arising under or in connection with a Contract; and

10.2.2 the Seller’s total liability to the Purchaser in respect of all other losses arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount payable by the Purchaser to the Seller for the Goods under such Contract to which the Purchaser’s claim relates.

10.3 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 any Contract.

10.4 This clause 10 shall survive termination of the Contract.

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11. PURCHASER’S NOTIFICATION OBLIGATIONS

11.1 The Purchaser shall forthwith inform the Seller if any of the following events occur:

11.1.1 if, prior to making full payment for the Goods, the Purchaser receives an order acceptance of which would amount to or include the resale of any of the seller’s products;

11.1.2 if, prior to making full payment for the Goods, the Purchaser learns that any of the Seller’s products (whether or not pursuant to a ‘supply and fix’ contract) are to be or may be affixed to land so as to become fixtures thereon;

11.1.3 if the Purchaser (if a company) receives by way of service upon it any petition that the Purchaser be wound up by the Court;

11.1.4 if the Purchaser (if a company) produces any agenda containing any resolution which if passed by the purchaser would result in the purchaser being wound up; or

11.1.5 if any other circumstances occur which could amount to, or cause, an Event of Default in respect of the Purchaser.

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12. SELLER’S RIGHT TO TERMINATE

12.1 Without limiting its other rights and remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Purchaser if:

12.1.1 an Event of Default should occur in respect of the Purchaser;

12.1.2 the Purchaser’s financial position deteriorates to such an extent that in the Seller’s reasonable opinion the Purchaser’s ability to adequately fulfil its obligations under the Contract is materially affected;

12.1.3 a Force Majeure Event occurs which prevents the Seller from manufacturing or delivering the Goods for a period of 4 weeks or more; or

12.1.4 the Purchaser fails pay any amount due under the Contract on the due date for payment or fails to take delivery of any of the Goods following expiry of the 5 Business Day period described in clause 6.10.3.

12.2 Without limiting its other rights and remedies, the Seller may suspend all further deliveries of Goods under the Contract or any other contracts with the Purchaser if the Purchaser fails to pay any amount due under this Contract on the due date for payment, the Purchaser becomes subject to any Event of Default, or the Seller reasonably believes that the Purchaser is about to become subject to any of them.

12.3 Upon any termination of the contract, the Seller shall have the right, at its option,
either;

12.3.1 to require the Purchaser to pay for, at the then current price, such materials as the Seller shall have allocated to the Contract including labour and other expenses incurred by the Seller in relation to such materials; or

12.3.2 to require the Purchaser to pay to the Seller as liquidated damages an amount equivalent to 50% of the price of the Goods ordered which the Purchaser accepts to be a genuine pre-estimate of the Seller’s loss; or

12.3.3 to dispose of or deal with the Goods at its discretion without being liable to account to the Purchaser for the proceeds of such disposal.

12.4 Any such termination shall be without compensation to the Purchaser and without prejudice to any rights of the Seller hereunder or otherwise.

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13. CONFIDENTIALITY

A party (‘receiving party’) shall keep in strict confidence all technical and 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 thought 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, by any governmental or regulatory authority or by a court of competent jurisdiction. This clause 13 shall survive termination of the Contract.

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14. HEALTH & SAFETY

It is the duty of the Purchaser to ensure that the Goods purchased hereunder are installed and operated in accordance with the Seller’s recommendations and/or instructions, and the Purchaser agrees to indemnify the seller in respect of all claims arising in connection with any breach of this duty.

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15. ASSIGNMENT

The Purchaser shall not, without the prior written consent of the Seller, 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.

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16. NOTICES

16.1 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 or sent by pre-paid first-class post or other next working day delivery service, or by commercial courier, or subject to clause 16.2 by e-mail.

16.2 In the case of notices or other communications sent by e-mail, the notice or communication shall be validly sent if transmitted to an e-mail address provided to that party by the other party for the purpose of serving notice or, in any other circumstances, to an e-mail address included on or in that party’s current website, headed notepaper or other business literature.

16.3 A notice or other communication shall be deemed to have been received, if delivered personally, when left at the address referred to in clause 16.1; if sent by pre-paid first class post or other next Business Day delivery service, at 9:00am 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 e-mail, one Business Day after transmission.
16.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

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17. SEVERANCE

17.1 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.

17.2 If any provision or part-provision of the 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.

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18. 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.

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19. THIRD PARTIES

A person who is not a party to the Contract shall not have any right to enforce its terms.

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20. 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 the Seller.

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21. COMPLIANCE WITH US LAWS

No provision of this contract or any documents in connection herewith shall be interpreted so as to, or be deemed to, create an agreement, nor shall the Seller be bound by any requirement hereof which would result in any penalty or sanction under United States law such as but not limited to loss of tax benefits.

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22. GOVERNING LAW AND JURISDICTION

22.1 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.

22.2 Subject to clause 22.3, each party agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim arising from, out of, or in connection with the Contract its subject matter or formation (including non-contractual disputes or claims).

22.3 If any dispute, difference or question shall arise between the parties or their representatives in connection with the Contract or any matter arising therefrom, then the parties agree to use reasonable endeavours to resolve such dispute in the first instance by negotiation between the parties and, failing that, by referring such dispute to the academy of Experts, 2 South Square, Grays Inn, London WC1R 5HP for resolution.