Hickman & Love (Tipton) Limited - Terms and Conditions for Business Customers
The customer's attention is drawn in particular to the provisions of clause 10.
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 12.4
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
Delivery Location: has the meaning in clause 5.2
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
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form
Purchase Price: the price for the Goods as set out in the SupplierÃ¢s quotation
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier in accordance with clause 3.7
Supplier: Hickman & Love (Tipton) Limited (registered in England and Wales with company number 00343941)
1.2.1. 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.
1.2.2. 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.
1.2.3. a reference to writing or written includes faxes and emails.
2. YOU ARE CLASSIFIED AS A BUSINESS CUSTOMER
These terms and conditions are for business customers only (being a person acting for purposes relating to that personÃ¢s trade, business, craft or profession, whether acting personally or through another person acting in the traderÃ¢s name or on the traderÃ¢s behalf). If you are a consumer customer, (being an individual acting for purposes which are wholly or mainly outside that individualÃ¢s trade, business, craft of profession), then separate terms and conditions will apply to the sale of the Goods.
3. BASIS OF CONTRACT
3.1. 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.
3.2. The 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 Order and any applicable Specification are complete and accurate.
3.3. 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.
3.4. 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.
3.5. Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained on the SupplierÃ¢s website or in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
3.6. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 7 Business Days from its date of issue.
3.7. Any Specification and/or special bespoke alterations to the Goods must be made in writing and attached to the Order.
4.1. The Goods are as displayed in one of the SupplierÃ¢s premises, as described on the SupplierÃ¢s Website and/or as described in the Supplier's brochures, as modified by any applicable Specification.
4.2. 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 reasonable
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 4.2 shall survive termination of the Contract.
4.3. The Supplier reserves the right to amend the Specification if required to do so by any applicable statutory or regulatory requirements.
4.4. Any Goods made to drawings by the Customer will be within the tolerance specified by the Supplier on such drawings or as otherwise notified in writing by the Supplier to the Customer. If the Customer proceeds with making an Order, the Customer is deemed to have acknowledged and accepted any such tolerance for the Goods.
5. DELIVERY AND RISK
5.1. The Supplier shall ensure that:
5.1.1. each delivery of the Goods is accompanied by a delivery note showing relative information to the CustomerÃ¢s Order; and
5.1.2. if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
5.2. The Supplier may deliver, or the Customer may collect, the Goods as follows:
5.2.1. unless the Customer has requested to collect the Goods under clause 5.2.2, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Ã¢Delivery LocationÃ¢) at any time after the Supplier notifies the Customer that the Goods are ready; or
5.2.2. the Customer may collect the Goods from premises specified by the Supplier in writing within three Business Days of the Supplier notifying the Customer that the Goods are ready for collection.
5.3. Delivery of the Goods shall be completed:
5.3.1. in the case of delivery under clause 5.2.1, when the Goods arrive at the Delivery Location, but before the Goods are unloaded; or
5.3.2. in the case of collection under clause 5.2.2, the Goods are supplied by the Supplier on an ex-works basis and delivery of the Goods shall occur when the Supplier makes the Goods available for collection by the Customer at the SupplierÃ¢s premises.
5.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
5.5. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods and/or safe access to the Delivery Location or the Customer fails to comply with any of its obligations under this clause 5.
5.6. In the case of delivery under clause 5.2.1, the Supplier may use a third party carrier nominated by the Supplier (Ã¢CarrierÃ¢) to deliver the Goods to the Delivery Location and the Customer acknowledges and accepts that the Supplier shall have no liability for any delay in the delivery of the Goods which is caused partially or fully by the Carrier.
5.7. In the case of delivery under clause 5.2.1, the Customer must provide the Supplier and/or the Carrier safe access onto the site at the Delivery Location so as to deliver the Goods, (including safe access between the public highway and the actual Delivery Location). Where the Supplier and/or the CarrierÃ¢s vehicle is required to leave the public highway, the surface of any drive, access road or any similar route (and any man-lids or ducts) must be capable of accepting heavy goods vehicles.
5.8. The Customer is solely responsible:
5.8.1. in the case of delivery under clause 5.2.1, for promptly and in any event within 2 hours, unloading the Goods upon their arrival at the Delivery Location; or
5.8.2. in the case of collection under clause 5.2.2, for promptly removing the Goods from the SupplierÃ¢s premises and in any event within three Business Days of the Supplier notifying the Customer that the Goods are ready for collection,
and in all cases, the Customer must ensure that it has organised, at its sole cost and risk, any appropriate equipment which may be required to safely unload the Goods from the Supplier or the CarrierÃ¢s vehicle or remove the Goods from the SupplierÃ¢s premises (as applicable). It is the CustomerÃ¢s sole responsibility to liaise with the Supplier in sufficient time prior to the delivery of, or the collection of, the Goods to establish what equipment shall be required to unload or remove the Goods (as applicable) and to organise such equipment.
5.9. If the Customer fails to unload or remove (as applicable) all or any of the Goods in accordance with clause 5.8 for any reason other than the fault of the Supplier and/or the Carrier, the Supplier or the Carrier (as applicable) may at its option:
5.9.1. leave the Delivery Location with some or all of the Goods which have not been unloaded in the case of delivery under clause 5.2.1, or remove and store the Goods in the case of Goods which have not been collected under clause 5.2.2; and/or
5.9.2. allow the Customer an extension of time to unload or remove the Goods,
and the risk in the Goods shall pass to the Customer when the Goods have been delivered to the Delivery Location in the case of clause 5.2.1 or the Goods have been made available for collection by the Customer at the SupplierÃ¢s premises in the case of 5.2.2, and made available for unloading or removing (as applicable) by the Customer in accordance with clause 5.3. The Customer shall be liable for any charges for transport, the Carrier, storage or other related costs (including insurance) and/or losses due to the CustomerÃ¢s failure to unload or remove (as applicable) the Goods promptly following delivery in accordance with clauses 5.3 and 5.8.
5.10. The Customer shall comply with any reasonable instructions or requirements of the Supplier in respect of the delivery of the Goods.
5.11. The Customer must inspect the Goods promptly and must advise the Supplier in writing of any damage to or shortage in the Goods within 3 days of delivery to the Delivery Location or the Customer collecting the Goods (as applicable).
5.12. If the Customer fails to take delivery of the Goods under clause 5.2.1 within seven Business Days of the Supplier notifying the Customer that the Goods are ready or if the Customer fails to collect the Goods under clause 5.2.2 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 by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
5.12.1. delivery of the Goods under clause 5.2.1 shall be deemed to have been completed at 5.00 pm on the seventh Business Day following the day on which the Supplier notified the Customer that the Goods were ready; or
5.12.2. collection of the Goods under clause 5.2.2 shall be deemed to have been completed at 3.00 pm on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
5.12.3. the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.13. If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery or collection (as applicable), the Customer has not taken delivery of or collected the Goods, 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 Purchase Price of the Goods or charge the Customer for any shortfall below the price of the Goods. The Customer, however, acknowledges and accepts that where the Goods are bespoke, it is unlikely that the Supplier will be able to resell the Goods and receive a sum equivalent to the Purchase Price. The Customer shall therefore remain liable to the Supplier for any part of the Purchase Price which the Supplier is unable to recover under this clause 5.13.
5.14. 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.
5.15. The Customer is responsible for complying with any regulations issued by the Government or local authorities, and for obtaining all licences, permissions, consents and/or permits for, the delivery of the Goods to the Delivery Location and/or for the installation of the Goods.
6.1. The Supplier warrants that on delivery the Goods shall:
6.1.1. conform in all material respects with their description and any applicable Specification;
6.1.2. be free from material defects in design, material and workmanship; and
6.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
6.1.4. be fit for any purpose held out by the Supplier.
6.2. Subject to clause 6.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
6.2.1. the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
6.2.2. the Supplier is given a reasonable opportunity of examining such Goods; and
6.2.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost and/or the Supplier (at its option) is allowed safe access to the CustomerÃ¢s premises on request to inspect and/or repair the Goods.
6.3. The warranty in clause 6.1 shall not apply if:
6.3.1. the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
6.3.2. 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;
6.3.3. the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
6.3.4. the Customer alters or repairs such Goods without the written consent of the Supplier;
6.3.5. the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4. Except as provided in this clause 6, the Supplier shall have no liability to the Customer for any breach of the warranty set out in clause 6.1.
6.5. 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.
6.6. Unless the Customer has made known to the Supplier prior to the Contract arising that the Goods are to be used for a specific purpose and the Supplier has agreed this in writing, where the Customer installs the Goods and/or incorporates them into other goods, structures, fixtures and/or fittings at the Delivery Location and/or elsewhere, the Customer is solely responsible for ensuring that the Goods are fit for their intended purpose and that any onward use of the Goods complies with all relevant legislation, including health and safety and/or construction laws.
6.7. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7.1. Title to the Goods shall not pass to the Customer until the earlier of:
7.1.1. the receipt by the Supplier of payment in full (in cash or cleared funds) for the Goods in which case title to the Goods shall pass at the time of payment; and
7.1.2. the resale of the Goods by the Customer, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.3.
7.2. Until title to the Goods has passed to the Customer, the Customer shall:
7.2.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
7.2.2. not begin to install the Goods and/or incorporate them into any fixtures and/or fittings at the Delivery Location and/or elsewhere;
7.2.3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.2.4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.2.5. notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1; and
7.2.6. give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.3. Subject to clause 7.4, 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:
7.3.1. it does so as principal and not as the SupplierÃ¢s agent; and
7.3.2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
7.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy the Supplier may have:
7.4.1. the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
7.4.2. the Supplier may at any time:
a. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
b. 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.
8. PRICE AND PAYMENT
8.1. The price of the Goods shall be the price set out in the SupplierÃ¢s quotation, 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.
8.2. 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:
8.2.1. 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);
8.2.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification;
8.2.3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions; or
8.2.4. any failure of the Customer to make suitable arrangements for unloading or removing the Goods (as applicable) following delivery of the Goods in accordance with clause 5.3.
8.3. The Supplier may grant credit terms to the Customer at its sole discretion.
8.4. Where the Customer does not have credit insurance and/or is not granted credit terms by the Supplier in writing, the Customer shall pay the Supplier the Purchase Price in full and in cleared funds upon receipt of an invoice before any work on the Goods is commenced by the Supplier.
8.5. Where the Customer has been granted credit terms in writing by the Supplier, unless otherwise agreed in writing between the Supplier and the Customer, the Supplier shall raise an invoice for the Purchase Price following the delivery of the Goods. The Customer shall settle the invoice within 30 days of the end of the month following the date of invoice in full and in cleared funds to a bank account nominated in writing by the Supplier.
8.6. Time for payment shall be of the essence of the Contract.
8.7. The price of the Goods:
8.7.1. excludes amounts in respect of value added tax (Ã¢VATÃ¢), 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; and
8.7.2. excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
8.8. If the Customer has been granted credit terms under clause 8.5 and the Customer fails to make any payment by the due date for payment, the Supplier may immediately withdraw any credit terms and require payment of the Purchase Price on demand. The Supplier may also demand immediate payment from the Customer of any other outstanding sums due to the Supplier for any other goods supplied to the Customer under other contracts.
8.9. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% 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.
8.10. 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.
9.1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.1.1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
9.1.2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or
ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.4. 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.
9.2. 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 9.1.1 to clause 9.1.4, 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.
9.3. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4. 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.
9.5. Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
9.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
10. LIMITATION OF LIABILITY
10.1. Nothing in these Conditions shall limit or exclude the Supplier's liability for:
10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2. fraud or fraudulent misrepresentation;
10.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.1.4. defective products under the Consumer Protection Act 1987; or
10.1.5. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
10.2. Subject to clause 10.1:
10.2.1. the Supplier shall under no circumstances whatsoever 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
10.2.2. 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 price of the Goods.
10.3. This clause 10 shall survive termination of the Contract.
11. FORCE MAJEURE
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this Contract by giving 1 weekÃ¢s written notice to the affected party.
12.1. Assignment and other dealings.
12.1.1. 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.
12.1.2. 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.
12.2.1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 12.2.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
12.2.2. Each party may disclose the other party's confidential information:
a. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and
b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.2.3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
12.3. Entire agreement.
12.3.1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.3.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.5. Waiver. 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.
12.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.7.1. 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
12.7.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.7.1; 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; 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.
12.7.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.8. Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
12.9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
12.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.