Terms and Conditions
Terms and Conditions (PDF Download)
In these Terms and Conditions of sale (“General Conditions”), “the Company” known as Seevent Plastics and the words “the Buyer”, “the Goods” and “Delivery Address” shall be interpreted according to the information below. “The Goods” shall include packaging and where the context so admits and part of the Goods agreed to be sold or supplied to the Buyer.

The Customer’s attention is particularly drawn to the provisions of clause 12.

1. INTERPRETATION

1.1. Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are
open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause
16.7.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or
Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Delivery Location: has the meaning set out in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 15.1.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings,
that is agreed in writing by the Customer and the Supplier.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related
rights, trademarks, service marks, trade, business and domain names, rights in trade dress or getup,
rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in
computer software, database right, topography rights, moral rights, rights in confidential information
(including know-how and trade secrets) and any other intellectual property rights, in each case
whether registered or unregistered and including all applications for and renewals or extensions of
such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s
purchase order, or the Customer’s acceptance of the Supplier’s quotation, as the case may be.
Services: the services, including design and printing services, supplied by the Supplier to the
Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by the
Supplier to the Customer.
Supplier: Seevent Plastics Limited registered in England and Wales with company number
02121368.
1.2. Construction. In these Conditions, the following rules apply :
(a) a person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory
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 reenacted;
(d) any phrase introduced by the terms including, include, in particular or any similar
expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance
with these Conditions.
2.2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the
Order at which point and on which date the Contract shall come into existence.
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges
that it has not relied on any statement, promise or representation made or given by or on behalf of
the Supplier which is not set out in the Contract.
2.4. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any
descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s
catalogues or brochures are issued or published for the sole purpose of giving an approximate idea
of the Services and/or Goods described in them. They shall not form part of the Contract or have
any contractual force.
2.5. 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.
2.6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 15
Business Days from its date of issue unless otherwise specified by the Supplier in writing.
2.7. All of these Conditions shall apply to the supply of both Goods and Services except where
application to one or the other is specified.

3. GOODS

3.1. To the extent that the Goods are to be manufactured in accordance with a Goods Specification
supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs,
expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit,
loss of reputation and all interest, penalties and legal and other professional costs and expenses)
suffered or incurred by the Supplier in connection with any claim made against the Supplier for
actual or alleged infringement of a third party’s intellectual property rights arising out of or in
connection with the Supplier’s use of the Goods Specification. This clause 3.1 shall survive
termination of the Contract.
3.2. The Supplier reserves the right to amend the Goods Specification if required by any applicable
statutory or regulatory requirements.

4. DELIVERY OF GOODS

4.1. The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the details of the
Goods being delivered; and
(b) if the Supplier requires the Customer to return any packaging material 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.
4.2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the
parties may agree (Delivery Location) at any time before dispatch.
4.3. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of
the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by
a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery
instructions or any other instructions that are relevant to the supply of the Goods.
4.5. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses
incurred by the Customer in obtaining replacement goods of similar description and quality in the
cheapest market available, less the price of the Goods. The Supplier shall have no liability for any
failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, 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.
4.6. If the Customer fails to accept or take delivery of the Goods within 10 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:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 11th
Business Day following the day on which the Supplier notified the Customer that the Goods
were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all
related costs and expenses (including insurance).
4.7. If 20 Business Days after the Supplier notified the Customer that the Goods were ready for delivery
the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise
dispose of part or all of the Goods.
4.8. The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10
per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to
the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was
delivered.
4.9. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately.
Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment
shall not entitle the Customer to cancel any other instalment.

5. QUALITY OF GOODS

5.1. The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description and any applicable Goods
Specification; and
(b) be free from material defects in design, material and workmanship.
5.2. Subject to clause 5.3, if:
(a) the Customer gives notice in writing within a reasonable time of discovery that some or all of
the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place
of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the
defective Goods in full.
5.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with
clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the Goods
or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods
Specification supplied or approved by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal
working conditions;
(f) the Goods differ from the Goods Specification as a result of changes made to ensure they
comply with applicable statutory or regulatory standards.
5.4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of
the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the
Supplier under clause 5.2.

6. TITLE AND RISK

6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in
cash or cleared funds) for:
(a) the Goods; and
(b) any other goods that the Supplier has supplied to the Customer.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
(b) store the Goods separately from all other goods held by the Customer so that they remain
readily identifiable as the Supplier’s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their
full price on the Supplier’s behalf from the date of delivery;
(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 0 to
clause 0; and
(f) give the Supplier such information relating to the Goods as the Supplier may require from
time to time,
but the Customer may resell or use the Goods in the ordinary course of its business.
6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the
events listed in clause 0 to clause 0, or the Supplier reasonably believes that any such event is
about to happen and notifies the Customer accordingly, then, provided the Goods have not been
resold, or irrevocably incorporated into another product, and without limiting any other right or
remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the
Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any
third party where the Goods are stored in order to recover them.

7. SUPPLY OF SERVICES

7.1. The Supplier shall provide the Services to the Customer in accordance with the Service
Specification in all material respects.
7.2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services
specified in the Order, but any such dates shall be estimates only and time shall not be of the
essence for the performance of the Services.
7.3. The Supplier shall have the right to make any changes to the Services which are necessary to
comply with any applicable law or safety requirement, or which do not materially affect the nature or
quality of the Services, and the Supplier shall notify the Customer in any such event.

8. CUSTOMER’S OBLIGATIONS

8.1. The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods
Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials as the Supplier may reasonably
require to supply the Services, and ensure that such information is accurate in all material
respects; and
(d) obtain and maintain all necessary licences, permissions and consents which may be required
for the Services before the date on which the Services are to start.
8.2. If the Supplier’s performance of any of its obligations in respect of the Services is prevented or
delayed by any act or omission by the Customer or failure by the Customer to perform any relevant
obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend
performance of the Services until the Customer remedies the Customer Default, and to rely
on the Customer Default to relieve it from the performance of any of its obligations to the
extent the Customer Default prevents or delays the Supplier’s performance of any of its
obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer
arising directly or indirectly from the Supplier’s failure or delay to perform any of its
obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses
sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. CHARGES AND PAYMENT

9.1. The price for Goods shall be the price set out in the Supplier’s quotation or, if no price is quoted, the
price set out in the Supplier’s published price list as at the date of delivery. The price of the Goods is
exclusive of all costs and charges of packaging, insurance, transport of the Goods.
9.2. The charges for Services shall be on a time and materials basis and shall be calculated in
accordance with the Supplier’s quotation or, if no price is quoted, the price set out in the Supplier’s
published price list.
9.3. The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer
at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is
due to:
(a) any factor beyond the control of the Supplier (including foreign exchange fluctuations,
increases in taxes and duties, and increases in labour, materials and other manufacturing
costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods
ordered, or the Goods Specification; or
(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of
the Customer to give the Supplier adequate or accurate information or instructions in respect
of the Goods.
9.4. In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of
delivery. In respect of Services, the Supplier shall invoice the Customer weekly in arrears.
9.5. The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
9.6. All amounts payable by the Customer 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 Supplier to the Customer, the Customer shall, on receipt of a valid
VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are
chargeable on the supply of the Services or Goods at the same time as payment is due for the
supply of the Services or Goods.
9.7. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment
due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall
have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above
the then current base rate of Barclays Bank accruing on a daily basis from the Due Date until the
date of actual payment of the overdue amount, whether before or after judgement, and compounding
quarterly.
9.8. The Customer shall pay all amounts due under the Contract in full without any deduction or
withholding except as required by law and the Customer shall not be entitled to assert any credit,
set-off or counterclaim against the Supplier in order to justify withholding payment of any such
amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any
amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned
by the Supplier.
10.2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the
Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Customer
obtaining a written licence from the relevant licensor on such terms as will entitle the license of such
rights to the Customer.

11. CONFIDENTIALITY

A party (Receiving Party) shall keep in strict confidence all technical or 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 or
its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict
disclosure of such confidential information to such of its employees, agents or subcontractors as
need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract,
and shall ensure that such employees, agents or subcontractors are subject to obligations of
confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive
termination of the Contract.

12. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS
PARTICULARLY DRAWN TO THIS CLAUSE

12.1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents
or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title
and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet
possession); or
(e) defective products under the Consumer Protection Act 1987.
12.2. Subject to clause 12.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of
profit, or any indirect or consequential loss arising under or in connection with the Contract ;
and
(b) 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 amount paid by the
Customer under the Contract.
12.3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by
sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by
law, excluded from the Contract.
12.4. This clause 12 shall survive termination of the Contract.

13. TERMINATION

13.1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate
effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such
breach is remediable) fails to remedy that breach within 10 Business Days after receipt of
notice in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay
its debts as they fall due or admits inability to pay its debts or (being a company) is deemed
unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or
(being an individual) is deemed either unable to pay its debts or as having no reasonable
prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act
1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to
rescheduling any of its debts, or makes a proposal for or enters into any compromise or
arrangement with its creditors other than (where a company) for the sole purpose of a
scheme for a solvent amalgamation of that other party with one or more other companies or
the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in
connection with the winding up of the other party (being a company) other than for the sole
purpose of a scheme for a solvent amalgamation of the other party with one or more other
companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress,
execution, sequestration or other such process is levied or enforced on or sued against, the
whole or any part of its assets and such attachment or process is not discharged within 10
Business Days;
(g) an application is made to court, or an order is made, for the appointment of an administrator
or if a notice of intention to appoint an administrator is given or if an administrator is
appointed over the other party (being a company);
(h) a floating charge holder over the assets of the other party (being a company) has become
entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a
receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to
which it is subject that has an effect equivalent or similar to any of the events mentioned in
clause 0 to clause 0 (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all
or substantially the whole of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether
mental or physical), is incapable of managing his own affairs or becomes a patient under any
mental health legislation.
13.2. Without limiting its other rights or remedies, the Supplier may terminate the Contract:
(a) by giving the Customer 1 months’ written notice;
(b) with immediate effect by giving written notice to the Customer if the Customer fails to pay any
amount due under this Contract on the due date for payment.
13.3. Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply
of Services or all further deliveries of Goods under the Contract or any other contract between the
Customer and the Supplier if:
(a) the Customer fails to make pay any amount due under this Contract on the due date for
payment; or
(b) the Customer becomes subject to any of the events listed in clause 0 to clause 0, or the
Supplier reasonably believes that the Customer is about to become subject to any of them.

14. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid
invoices and interest and, in respect of Services supplied but for which no invoice has yet
been submitted, the Supplier shall submit an invoice, which shall be payable by the
Customer immediately on receipt;
(b) the accrued rights and remedies of the parties as at termination shall not be affected,
including the right to claim damages in respect of any breach of the Contract which existed at
or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination shall continue in full
force and effect.

15. FORCE MAJEURE

15.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable
control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes
(whether involving the workforce of the party or any other party), failure of a utility service or
transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law
or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire,
flood, storm or default of suppliers or subcontractors.
15.2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its
obligations under this Contract as a result of a Force Majeure Event.
15.3. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods
for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right
to terminate this Contract immediately by giving written notice to the Customer.

16. GENERAL

16.1. Assignment and subcontracting.
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights under the Contract and may subcontract or delegate in
any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer,
charge, subcontract or deal in any other manner with all or any of its rights or obligations
under the Contract.
16.2. Notices.
(a) Any notice or other communication required to be given to a party under or in connection with
this Contract shall be in writing and shall be delivered to the other party personally or sent by
prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if
a company) or (in any other case) its principal place of business, or sent by fax to the other
party’s main fax number.
(b) Any notice or other communication shall be deemed to have been duly received if delivered
personally, when left at such addressor, if sent by prepaid first-class post or recorded
delivery, at 9.00 am on the second Business Day after posting, or 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, on the next Business Day after transmission.
(c) This clause 16.2 shall not apply to the service of any proceedings or other documents in any
legal action. For the purposes of this clause, “writing” shall not include e-mails and for the
avoidance of doubt notice given under this Contract shall not be validly served if sent by email.
16.3. Waiver. A waiver of any right under the Contract is only effective if it is in writing and shall not be
deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in
exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any
other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of
such right or remedy shall preclude or restrict the further exercise of that or any other right or
remedy.
16.4. Severance.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of
any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the
extent required, be deemed deleted, and the validity and enforceability of the other
provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable
and legal if some part of it were deleted, the provision shall apply with the minimum
modification necessary to make it legal, valid and enforceable.
16.5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, constitute
a partnership or joint venture of any kind between any of the parties, nor constitute any party the
agent of another party for any purpose. No party shall have authority to act as agent for, or to bind,
the other party in any way.
16.6. Third parties. A person who is not a party to the Contract shall not have any rights under or in
connection with it.
16.7. Variation. Except as set out in these Conditions, any variation, including the introduction of any
additional terms and conditions, to the Contract shall only be binding when agreed in writing and
signed by the Supplier.
16.8. Governing law and jurisdiction. This 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, English law, and the parties irrevocably
submit to the exclusive jurisdiction of the courts of England and Wales.