YOUR ATTENTION IS DRAWN TO CONDITIONS 10 AND 33 TO 35
1. In these terms and conditions the following expressions shall bear the following meanings. a) “The Company” means Anfield (UK) Ltd and any reference to things done by the Company shall include those things done on its behalf. b) “The Goods” means all or any part of (as appropriate) the items specified overleaf (or part thereof). c) “The Purchaser” means the person to whom this Contract is addressed and shall include (i) any other person(s) to whom the invoice or invoices issued pursuant to this is/are addressed and (ii) the successors in title to the person to whom this contract is addressed and other such person as aforesaid. The Purchaser shall include any agent and in particular any finisher acting on behalf of the purchaser. d) “The Consignee” means the person to whom the Goods are to be delivered in accordance with the details set out overleaf or any other person to whom the Company agrees to deliver the Goods. e) “Person” includes any one or more individuals, partnerships, limited or unlimited companies or any other body of persons or any combination thereof and where appropriate references to the singular shall include the plural and vice versa. f) “Actual Delivery” or “Delivery” includes the Posting/handing to the Purchaser or the consignee of the Company’s Delivery order. g) “Bill of Exchange” means “Bill of Exchange or Cheque”
2. In these terms and conditions the following rules of interpretation apply. a) references to conditions are to clauses of these terms and conditions. b) words importing gender include each other gender. c) references to persons include bodies corporate firms and unincorporated associations. d) the singular includes the plural and vice versa. e) clause headings are included for the convenience of the Company and the Purchaser only and do not affect the interpretation of these terms and conditions. f) the words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”
3. The terms and conditions set out herein are the entire terms and conditions of the contract relating to the Goods made between the Company and the Purchaser, both of whom are dealing as principals in relation to this contract unless otherwise specified overleaf. The terms and conditions of this contract shall not include any terms and conditions proposed by the Purchaser which are either wholly or partly inconsistent with or additional to the terms and conditions set out herein.
Representations Warranties and Descriptions
4. Unless details of the same are set out overleaf the Purchaser acknowledges and confirms that he has not entered into this contract or been induced to do so on the basis of any representation whatsoever by the Company or its servants or agents whether expressed or implied concerning the Goods (including relating to the state, condition or quality and/or fitness for purpose of any Goods), alternatively, liability for any such representation is excluded to the fullest extent permitted by the law.
5. Unless set out overleaf, no express warranty concerning the state, condition or quality and/or fitness for any purpose, process or market of any Goods is or has been given by or on behalf of the Company to the Purchaser and any such implied warranty or term is excluded to the fullest extent permitted by the law.
6. If the Purchaser has had a reasonable opportunity to examine the Goods prior to the date hereof, the Purchaser shall be conclusively presumed to have relied entirely on such examination to the exclusion of all descriptions, warranties or representations relating to the Goods; the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Purchaser shall be deemed to have accepted the Goods.
7. a) All Goods are sold by description in accordance with the description set out overleaf unless a sample or pattern has been produced at the time of the agreement and: i) it is identified by being signed by a person on behalf of the Company and the purchaser and ii) the transaction is described on the face of this agreement as a sale by sample. b) Where Goods are sold by description the Company shall have complied with its obligation under this Contract if at least 90% of the goods supplied are in conformity with the description overleaf subject to the normal tolerances as defined later in the Clause. c) Where the Goods are described overleaf as originating from some particular Mill or other manufactory they are sold and supplied hereunder as being manufactured at that Mill and no further condition or warranty is given in respect of such goods as to their standard or quality or manufacture, except that the manufacture will be subject to the normal tolerances. d) Where goods are sold by sample as defined above the Company shall have complied with its obligation under this Contract if at least 90% of the Goods supplied correspond to the sample subject to the normal tolerances as defined later in this Clause. e) “The normal tolerances” mean such tolerances in width, construction and yarn counts either as defined or stipulated by a Government controlled or appointed body of the Country of manufacture or, where such definition or stipulation is not available or not available in a complete or conclusive form then by a semi government body or some other body representing an association of textile manufacturers in the Country of manufacture. If in the Country manufacture there is no such body of association of if the standards they prescribe are not available in a complete or conclusive form the normal tolerances in respect of width, the construction in threads per square inch and English yarn counts (inclusive of sizing) will be plus or minus 2%, 4% and 5% respectively. f) When the tolerances of the cloth delivered under this Contract exceeds the normal tolerances defined above in respect of width, construction and yarn count, the buyer will at the Company’s discretion be entitled either to a price reduction by 1% of the contracted price for each per cent by which the tolerances of the cloth delivered exceed the normal tolerances as defined above or a replacement of the cloth delivered by contracted cloth within the normal tolerances. g) Provided that in either case (i.e. whether the sale is by description or by sample) minor or customary manufacturing or trade tolerances in quality, weight, length, width, finish, shade, colour or handle or other minor variations shall be allowed.
8. The following terms and conditions apply where this contract is one for work to be carried out by the company. a) the Company shall not be responsible for any loss in width, length or weight of material due to incorrect measurement or marking by the Purchaser or any third party or due to normal process carried out by the Company. The Company shall be under no liability whatsoever in the event of the said items shrinking, lengthening, changing in strength, flexibility, colour, texture or in any other characteristic or quality as a result of the normal process carried out by the Company and no warranty or undertaking is given by the Company that, after such processing, individual items will have identical properties or appearance as before processing. b) The Company shall have complied with its obligations hereunder if 90% of the Goods have been processed as described overleaf, provided that in any event customary or minor manufacturing or trade tolerances in quality, weight, length, width or finish or other minor variations in process shall be allowed and shall not constitute a failure by the Company to comply with its obligations hereunder. c) Any statement made by or on behalf of the Company as to yield shall be by way of indication only no representation, warranty or guarantee being given in relation thereto and the Company shall have no liability whatsoever to the Purchaser if the process yields more or less than was indicated or expected unless such difference is due to the default of the Company or its employees.
9. Where the Purchaser has requested the Company to supply goods specially manufactured for the Purchaser’s particular requirement or Goods of abnormal or unusual width, weight, quality or construction no condition or warranty is given in respect of such goods as to their standard or quality or manufacture and any such implied warranty or term is excluded to the fullest extent permitted by the law.
10. Where the Goods are supplied or work is done by the Company in accordance with the Purchaser’s instructions as to design, quality, pattern, print or other matter or incorporating one or more component specified by or on behalf of the Purchaser the Purchaser warrants that such instructions will not lead the Company to infringe any third party’s registered design, trademark, getup, copyright, letters patent or other intellectual property rights and shall indemnify and keep indemnified the Company against all costs, claims, losses, expenses and liabilities (including but without prejudice to the generality of the foregoing legal and other professional fees incurred in relation thereto) arising directly or indirectly from any such infringement. The Company gives no warranty to the Purchaser that the Purchaser’s sale or use of the Goods will not lead the Purchaser to infringe any such intellectual property rights and shall have no liability if such sale or use does lead to such infringement except where the Company was aware at the time of delivery that such sale or use could lead to such infringement
11. Where the Goods have been manufactured or processed by the Company using any materials which the Purchaser or any third party has specifically instructed the Company to purchase or use, then provided that the Company has carried out its normal processes on those materials the Company shall have no liability for the state, condition, suitability or effectiveness of those materials and the Purchaser shall have no claim in respect of any defects whatsoever in the Goods caused by or by the use of such materials.
Delivery or taking goods available for collection
12. Unless otherwise specified overleaf the date or time of delivery of the Goods specified in this Contract or otherwise agreed between the Company and the Purchaser shall be an estimate only and shall not be of the essence of this contract and the Company shall not be liable for any loss suffered by the Purchaser as a result of late delivery and the Goods may be delivered by or on behalf of the Company in more than one consignment.
13. All deliveries (including those after the date or time agreed for delivery) must be taken up by the Purchaser (or Consignee as appropriate) at the time of actual delivery by or on behalf of the Company and any failure to do so shall entitle the Company at its option to charge the Purchaser with any interest, insurance, carriage, storage or other charges or costs arising therefrom and/or to cancel this contract in whole or in part without prejudice to any other rights of the Company.
14. Where it is necessary for the Purchaser or another person on his behalf to supply particulars or materials or to do any other act (including but without prejudice to the generality of the foregoing the provision of satisfactory letters of credit or other documents or references) in order to enable or allow the Company to deliver the Goods or part thereof, the Purchaser shall do so within the time limits specified overleaf or if none within a reasonable time (not more than 3 months from date hereof) and failure to do so shall entitle the Company to cancel this contract in whole or in part but such cancellation shall be without prejudice to any other rights of the Company.
15. The Company shall be deemed to have complied with its obligations hereunder if, the items actually delivered comprise 10% more or less (or, are within any greater margin or customary tolerances as to quantity) than the amount set out overleaf. The Purchaser shall be bound to accept the quantity of goods actually delivered within such margin as aforesaid and shall pay for the quantity actually delivered at the contract rate. When piece lengths are specified overleaf the Purchaser shall accept variations of up to 10% (or any greater customary variations) in the specified lengths. Otherwise individual lengths shall be at the Company’s reasonable discretion.
16. a) Where this contract is one for the sale of goods and either (i) the value of the Goods (excluding any value added tax in respect thereof) as indicated by the price overleaf is less than £150 or ii) the Goods are called off or required to be delivered in instalments, any of whose value (excluding value added tax in respect thereof) as indicated by the price overleaf is less than £150 then the Purchaser shall be liable to pay the Company a reasonable sum representing the cost to the Company of carriage of the Goods or such part thereof as are delivered in such instalments as aforesaid. b) Where this contract is one for work to be carried out by the Company then the Purchaser shall be liable to pay the Company a reasonable sum representing the cost to the Company of collecting and/or delivering the items processed and/or the goods.
17. The Company shall have complied with all its obligations as to delivery if the Goods are handed over to any person appearing or purporting to represent the Purchaser or the Consignee, as appropriate, and whether or not the delivery note issued by the Company or the carrier or copy thereof is signed by such person and the Company shall have no further liability or obligation to the Purchaser in respect of proper delivery of the Goods. The carrier of any Goods shall be deemed to be the agent of the Purchaser.
18. The Purchaser shall: a) In the case of non delivery of the Goods notify the Company in writing within 6 days of the date of despatch or within 4 days of the date of the relevant invoice whichever is the sooner and if the Purchaser is aware of the name of the carrier, inform the carrier in writing of non delivery within 7 days of the date of despatch or b) In the case of damage to or defects in or partial loss or short delivery of the Goods or damage to the packaging , notify the carrier and the Company in writing (otherwise than by a qualified signature on a delivery note) within 3 days of the date of delivery, and the Purchaser shall enter an appropriate endorsement on the delivery note and/or receipt to the carrier. In default, the Goods will be deemed to have been delivered in full free from any damage or defects, alternatively the Company shall have no liability in respect of the same.
19. Where packaging, parcelling or other similar items are stated to be returnable to the Company, the Purchaser shall (or where appropriate shall ensure that the Consignee shall) within a reasonable time return the packaging, parcelling or other items to the Company empty and in good order and condition by way of prepaid carriage, using a reputable and responsible carrier.
Contract by Instalments
20. If the Goods are to be delivered in instalments as detailed overleaf, or in accordance with the Purchaser’s calloffs, then each instalment or calloff shall be treated as separate contract between the Company and the Purchaser on the same terms mutalis mutandis as set out herein and defaults in relation to one or more instalments or calloffs, however serious, shall not entitle the Purchaser to cancel any other instalments or calloffs.
21. Notwithstanding conditions 14 and 20, where the Goods are to be delivered in accordance with calloffs made by or on behalf of the Purchaser, then if either a) the Company has given notice to the Purchaser that the Purchaser must commence or accelerate its calloffs in accordance with the reasonable requirements of the Company set out in such notice and the Purchaser fails to do so or b) the Purchaser has made no calloffs within 2 calendar months after the date hereof or has not completed his calloffs within 4 calendar months after the date hereof, then, in any such event, the Company shall be entitled to cancel or terminate this contract or such part thereof as remains unexecuted by notice to the Purchaser taking immediate effect and shall have no liability to the Purchaser in respect thereof and the Company shall be entitled whether or not it terminates this contract to claim damages for its consequential losses and expenses (including storage and insurance costs and interest under the terms of condition 25 resulting from such delay) and loss of profits arising out of such cancellation or termination.
Risk and Title
22. Notwithstanding condition 23 the risk of loss or damage to the Goods or part thereof shall pass to and thereafter remain with the Purchaser at the time the Goods are handed over to the person referred to in condition 17.
23. a) Where this contract is one for the sale of goods the legal and beneficial ownership in the Goods shall remain with the Company and shall not pass to the Purchaser until such time as the Purchaser has paid to the Company in full all amounts owing (irrespective of the dates when such amounts are payable) by the Purchaser to the Company, both in respect of this Contract and also in respect of all other contracts made prior to or subsequently to this contract between the parties hereto. b) Until such time as the Purchaser has paid the Company all such amounts as are referred to in a) above the Purchaser shall hold the goods whether processed by the Purchaser or not and the proceeds of the sale of the goods to any third party in a fiduciary capacity for the account and benefit of the Company. c) For the avoidance of doubt it is hereby agreed and declared that unless otherwise specified overleaf this Contract is not (and shall not by virtue of this or any other clause be construed as) a contract for sale or return. d) The Purchaser hereby agrees that until the Goods become the property of the Purchaser in accordance with this clause the Purchaser will store the Goods in such a way as to make them easily identifiable as the property of the Company and will take all necessary steps to ensure that they are maintained in good condition. e) The Purchaser hereby agrees that until the Goods become the property of the Purchaser in accordance with this clause, he will ensure that any processors who have processed these Goods will only be able to claim for the work done on the Goods covered by this Contract at the prevailing market rates for similar standard of work and such charges shall not be recoverable by the finisher’s until the Company has been paid in full. f) No lien whether specific or general and whether contractual or implied by law shall have precedence over the Company’s having retained title to goods pursuant to this clause.
24. The terms of payment shown overleaf shall be the essence of this Contract and any discount offered shall only be available if payment of the whole amount is made within the discount period specified overleaf.
25. Without prejudice to any other remedies of the Company for the late payment and irrespective of whether payment has been formally demanded, the Purchaser shall be liable to pay to the Company interest in respect of late payment at the rate of 2% per month or part thereof.
26. All payments shall be due in Manchester. Any payments made by the Purchaser to the Company hereunder may be applied by the Company as it deems fit and in particular but without prejudice to the generality of the foregoing first toward payment of interest and other charges payable hereunder and then towards payment of the principal due.
27. a) The Purchaser shall not be entitled to delay or withhold payment or claim any set off against any payment due under this or any other contract, either in respect of any claim or complaint which he may have in respect of the Goods or for any other reason whatsoever unless such delay, withholding, or set off is agreed in writing by the Company. b) In relation to all contracts payable by Bill of Exchange, such Bill must be completed and returned to the Vendor within forty eight hours of delivery of Goods to the Purchaser or as otherwise agreed between the Company and the Purchaser. In default the Purchaser is deemed to be in breach of contract. In the event of such breach of contract the Company shall be entitled to claim liquidated damages in the sum of the total price payable by the Purchaser to the Company under the contract without counterclaim or set off which shall if applicable be the subject of separate proceedings so as to place the Company in the same position which it would have been in relation to payment as if the Bill of Exchange shall have been provided in accordance with Contract.
Claims and Returns
28. a) The Purchaser shall examine the Goods thoroughly immediately upon receipt and in any event prior to their being processed, cut up, changed, treated, joined, resold or otherwise dealt with or on behalf of the Purchaser. b) Further it is possible to have latent defects present which only become visible after bleaching. The Purchaser will re-examine the cloth thoroughly after bleaching and before processing the cloth further. c) The Purchaser shall not be entitled to raise any complaints or claims or be entitled to request the return of any of the Goods or to claim any set off reduction in the price hereunder in respect of any alleged defects or damage to or unsuitability of the Goods or any other matter whatsoever more than ten days after the date of the relevant delivery note or bleaching in the case of latent defects provided that if it is not reasonably possible to inspect the Goods within the said ten days no claim shall be made more than ten days after the earliest time at which inspection is reasonably possible, such time in any event not to be more than three months from the date of the delivery note applicable. d) Any complaint made pursuant to this clause shall be made in writing and shall not be regarded as being validly given unless actually received by the Company at its registered office within the time stipulated.
29. The Purchaser shall give the Company reasonable opportunity to examine any of the Goods rejected or returned and shall be given a reasonable time to do so. Where the Goods are rejected or returned because they are not within the normal tolerances as defined above the Purchaser’s remedies are limited to those set out in Condition 7 above. In all other cases the Purchaser will not be entitled to claim damages in respect of any defects in Goods supplied by the Company but will be limited at the Company’s option to a return of the purchase price paid or to replacement of such Goods. These rights of the Purchaser are all subject to the overriding provision of condition 30.
30. In any event notwithstanding anything aforesaid, the Purchaser shall not be entitled to make any complaint, raise any debit note claim any setoff or make any other claim or return any or all the Goods after they have been subjected to any cutting up process, change treatment, joining, resale, shipment or other dealing whatsoever.
31. Where this Contract is one for work to be done by the Company or a process to be carried out by the Company on materials supplied by or on behalf of the Purchaser, the maximum liability of the Company in respect of any fault or defect arising as a result of faulty processing by the Company shall be limited to the cost of reprocessing the materials concerned or where this is not possible, shall not exceed three times the value of the Company’s processing charges in respect of that part of the material which is damaged as a result of faulty processing by the Company.
32. The Purchaser shall be responsible for the insurance and carriage of any part of the Goods which is returned to the Company.
33. The Company shall have no liability for any defect in any Goods in the following circumstances. a) the defect has been caused (whether wholly or in part) by fair wear and tear, neglect, misuse or improper adjustment. b) the defect arises from any drawing, design or specification of the Purchaser. c) not all sums due to the Company in respect of the Goods have been paid by the due date for payment. d) the Purchaser has not allowed the Company a reasonable opportunity to inspect the Goods as soon as reasonably practicable after discovery of such defect. e) the Buyer has used or resold the Goods. f) the Buyer has attempted or executed any remedy or repair of any defect found in those Goods or otherwise altered the Goods without the prior written approval of the Company.
34. The Company 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 profit, business, anticipated savings, business opportunity or goodwill or any indirect or consequential loss or any liability to third parties (including for breach of any third party’s intellectual property rights) incurred by the Purchaser arising under or in connection with this contract.
35. The Company's total liability to the Purchaser in respect of all losses arising under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
Lien and Cancellation
36. Until payment (together with any interest thereon and other charges relative thereto) has been made in full by the purchaser, the Company shall have a general lien for all such sums over any goods or materials owned by the Purchaser which are at any such time in the possession of the Company whether under the terms of this or any other contract.
37. The Purchaser hereby irrevocably appoints the Company to act as its agent in selling the Goods or materials subject to the lien as aforesaid at whatever price the Company deems reasonable and at any time after a) the lien has arisen and b) the Company has given to the Purchaser seven days written notice of its intention to sell and to apply the proceeds of such sale first in the payment of all fees and expenses in relation thereto and secondly towards the reduction or discharge of all sums due hereunder from the Purchaser to the Company.
38. a) If either i) the Company shall become aware of any of the events set out in subclause b) hereof or ii) any payment whether of principal or part thereof payable under this contract or of interest as herein provided or otherwise due from the Purchaser to the Company hereunder shall become due and remain unpaid or iii) where by virtue of condition 20 hereof or otherwise the Goods form the subject matter of more than one contract between the parties hereto and any payments (whether of principal or interest or otherwise) under any such contract relating to the Goods or part thereof shall become due and remain unpaid or iv) any payment due from the purchaser to the Company under any other contract between them (whether of principal interest or otherwise shall or shall have become due and remain unpaid then in any such an event the Company shall be entitled at its entire discretion to suspend this contract or subject as mentioned below to treat this contract as wrongfully repudiated by the Purchaser (or in either case such part of this contract as then remain unexecuted) without prejudice to any other remedies of the Company provided that prior to cancelling this contract or such part thereof as remains unexecuted by reason of ii, iii or iv above, the Company or some person on its behalf shall send to the Purchaser a written demand for payment giving the Purchaser (without prejudice to any accrual of interest) 7 days within which to make the payment demanded. b) The events referred to in sub clause a) i above shall be any of the following events:i) the Purchaser being an individual committing an available act of bankruptcy or ii) the Purchaser being a partnership, one or more of the individual members (if any) committing an available act of bankruptcy or any one or more of the corporate members (if any) being in the circumstances referred to in iii below or iii) the purchaser being a company, a petition being presented for the winding up of the Purchaser or notices being issued to the members and creditors of the Purchaser covening meetings of such members and creditors for the purpose of considering a resolution for or connected with the winding up of the Purchaser (other than merely for the purpose of reconstruction or amalgamation or iv) the Purchaser making any composition or arrangement with its creditors or a receiver or manager being appointed thereto for any purpose whatsoever or v) the Purchaser ceasing or threatening to cease carrying on business for any reason whatsoever vi) distress or execution being levied against any of the assets of the Purchaser or vii) a cheque or bill being issued by the Purchaser not being met by the bank or person on whom such cheque or bill is drawn or viii) the Company having good reason to believe that the Purchaser is or has or is likely to become unable to pay its debts as they fall due. c) If any of the events referred to in sub clause a) above should take place then and in any such case the Company shall be entitled forthwith with or without employees representatives or agents to enter peacefully upon the premises of the Purchaser (or if appropriate the Consignee or any other appropriate party) for the purposes of identifying, marking, retrieving and removing all or any of the Goods or any other Goods at any time supplied by the Company to the Purchaser and which in either case remain wholly or in part the property of the Company by reason of condition 23 or any similar clause in any other contract between the Company and the Purchaser and this contract shall constitute an irrevocable license by the Purchaser to the Company and for such purpose as aforesaid. d) If any payments whether of the principal or part thereof or of interest or otherwise payable under this contract by the Purchaser to the Company shall become due and remain unpaid and shall remain in arrear seven days after a written demand thereof has been sent by or on behalf of the Company to the Purchaser, then the Company shall be entitled forthwith and its entire discretion to suspend or cancel all or any part of (so far as the same remain unexecuted) any contract then outstanding between the Company and the Purchaser.
39. In the event of any suspension or cancellation of this contract or any other action taken by the Company pursuant to condition 38 or in relation to any other action taken by the Company whatsoever, the Purchaser shall reimburse and indemnify the Company with and in respect of all expenses relative thereto, (including storage costs, further interest charges, carriage and other legal charges and professional fees on a full indemnity basis) and with any loss of profit which the Company shall sustain in connection therewith.
40. For the avoidance of doubt it is hereby declared that the rights of the Company set out herein are additional to its general rights and remedies.
41. Failure by the Company to insist upon its full rights as set out under this contract shall not be deemed or construed as a variation or waiver by the Company of its standard conditions of trading under this or any other contract between the Company and the Purchaser but these conditions shall remain fully operative as the only basis on which the Company trades and the Company shall be entitled to assume that any future orders made by the Purchaser after the date hereof (whether or not similar to the order referred to overleaf) are made upon these standard conditions of trading.
42. The Company shall not be liable for any failure to fulfill in whole or in part any of its obligations hereunder where such failure is caused or precipitated by government direction, embargo or order, quota restrictions, armed conflict, short time, breakdowns, strikes, lockouts, delays by subcontractors, commotion or civil disturbance, act of God, riot, tempest, flood, fire, shortage of materials or labour, lack of availability or carriage or other circumstances beyond the reasonable control of the Company and in any such event the Company shall be entitled to suspend, terminate or alter this contract in a reasonable manner by reasonable notice to the Purchaser.
43. The Company shall be entitled to alter the prices or any other matter set out overleaf in respect of such part of the Goods as remain undelivered if it considers it reasonably necessary as a result of the Company’s costs increasing owing to any of the matters referred to in condition 39 above, or any increase in customs excise or other duties, any rise in the cost of materials used, increase in wages, freight rates, insurance premiums, currency fluctuations or any other production or delivery costs increases or other circumstances after the date hereof not within the reasonable control of the Company.
44. Any concession, latitude, waiver or allowance of time expressly or impliedly granted by the Company to the Purchaser in relation to this contract, shall not prejudice the Company with regard to its subsequent enforcement of the terms of this contract as originally drawn.
45. This contract shall not be assigned or sublet by the Purchaser without the written consent of the Company.
46. These terms and conditions and all dealings between the Company and the Purchaser (including all non-contractual disputes or claims) shall be governed by and shall be construed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales (including in respect of non-contractual disputes or claims).