Terms and Conditions

Terms and Conditions for Sale of Goods to Business Customers

We are Huddle Furniture Ltd, a company registered in England and Wales with company number 08585091. Our VAT number is: 204908814 (the “Supplier”).

These Conditions apply to a customer’s purchase of Goods whether via our Website, email or by telephone.

We only sell to business customers. A customer is deemed a business customer if it is buying our Goods for purposes relating to its trade, business, craft or profession.

1. Definitions

In these Conditions the following definitions apply:

Affiliate

means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Business Day

means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

Conditions

means the Supplier’s terms and conditions of sale set out in this document;

Contract

Contract means the agreement between the Supplier and the Customer for the sale and purchase of the Goods incorporating these Conditions, an Order and the Supplier’s Privacy Policy which can be found on the Website;

Control

has the meaning given to it in Section 1124 of the Corporation Tax Act 2010 and the expressions Controls, Controlled, under common Control and change of Control shall be construed accordingly;

Customer

means the person who purchases the Goods from the Supplier and whose details are set out in the Order;

Force Majeure

means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

Goods

means the goods and related accessories, spare parts and documentation and other physical material set out in the Order and to be supplied by the Supplier to the Customer;

Location

means the address or addresses for delivery of the Goods as set out in an Order or as notified to the Supplier at the time of placing an Order;

Manufacturer’s Warranty

the warranty offered by the manufacturer of the Goods and as set out on the Website as part of the Goods description;

Order

means an order for the Goods placed by the Customer either online, by email or by telephone;

Price

has the meaning given in clause 3.2;

Specification

means the description, any samples, or specification of the Goods and their packaging set out or referred to in the Order;

VAT

means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods;

Warranty Period

has the meaning given in clause 8.1; and

Website

www.huddlefurniture.co.uk.

2. General

    1. By placing an Order via the Website, by email or telephone, the Customer is agreeing to comply with and be bound by these Conditions, which together with each Order and the Supplier’s Privacy Policy, govern the Supplier’s relationship with the Customer and the supply of the Goods. These Conditions supersede any previously issued terms and conditions of purchase or supply.
    2. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
    3. The Supplier may vary these Conditions from time to time. Updated versions will be available on the Website.
    4. Each Order by the Customer to the Supplier shall be an offer to purchase the Goods subject to these Conditions.
    5. An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.
    6. The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:
      1. the Supplier’s written acceptance of the Order; or
      2. the Supplier dispatching the Goods or notifying the Customer that they are available for collection (as the case may be).
    7. Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
    8. The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the Customer.
    9. Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

3. Price and Quotation

      1. Prices are quoted exclusive of VAT (or equivalent sales taxes) which shall be charged in addition.
      2. The price for the Goods shall be as set out in the Order or on the Website (Price).
      3. The Supplier will always try and make sure the Prices stated are correct. If there is an error on the Price, and an Order is placed, the Customer will be informed and given the option of continuing the Order at the correct price or cancelling the Order. The Supplier will always try to ensure that the Goods are available at these Prices; however, the Supplier retains the right to reduce or increase Prices at any time without prior notice, except with respect to Orders which have been accepted prior to any price modifications.
      4. All quotations provided are valid for a period of 30 days only, unless otherwise agreed in writing. Pro Forma invoices are valid for 30 days also. Where possible, Prices include free delivery. If there is a separate delivery charge this will be clearly shown and added at checkout. Delivery is to UK mainland. Some postcodes (typically Northern Ireland, Highlands, Isle of Man & further regions) may require a separate delivery charge, in which case we will advise what that is on receipt of an Order as this will be based on postcode & weight.
      5. In addition to the Supplier’s right in clause 3.3, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Goods which is due to any factor beyond the control of the Supplier.

4. Payment

    1. Payment is required in full with each individual Order unless otherwise agreed with the Supplier. Payment can be with Credit or Debit Card, PayPal or the Supplier can supply a proforma invoice to enable the Customer to make payment directly to the Supplier’s bank account or by cheque. Upon receiving payment by card, the Supplier may perform a fraud check on the card used, and may ask for further information to process the Order.
    2. Government bodies including Schools, Universities, NHS, Councils etc may qualify for instant credit facilities. The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit. Any credit is entirely at the Supplier’s discretion and dependant on circumstance.
    3. The Supplier’s payment terms are 30 days from date of invoice, unless otherwise specified by the Supplier. Time of payment is of the essence. If the Customer fails to make payment by the due date then all sums owed to the Supplier by the Customer on account or otherwise, shall immediately become due and payable in full, and the Supplier shall be entitled to:
      1. cancel the Contract or suspend any further deliveries to the Customer;
      2. appropriate any payment made by the Customer to such Goods as the Supplier sees fit; and
      3. charge the Customer interest on the amount unpaid at the rate permitted under applicable law and an administration fee of £30.

5. Orders and Cancellation

    1. All Goods are subject to availability. If the Goods are not available after the Customer’s Order has been placed, the Supplier will notify the Customer as soon as possible.
    2. The Supplier’s trading policy is to supply account customers against official Customer orders. The proper control and authorisation of official orders is deemed to be the responsibility of the Customer. The Supplier cannot accept liability for either the incorrect use or abuse of Customer official orders.
    3. The Supplier reserves the right at any time and without explanation to:
      1. refuse to accept an Order;
      2. cancel an Order;
      3. suspend deliveries against an Order whether or not an account is in arrears;
      4. refuse cancellation of an Order; or
      5. cancel unexecuted instalments of an Order.
    4. The Supplier’s cancellation policy is as follows:
      1. if the Customer cancels an Order after it has been accepted by the Supplier, the Supplier may impose a cancellation fee depending on the supplier of the Goods;
      2. if the Customer rejects a delivery of an Order (for any reason other than damaged Goods) the Supplier will impose a cancellation fee up to 100% of the Order value; and
      3. if the Customer decides after delivery that the Goods are not suitable then the Customer is required to contact the Supplier and the Supplier will enquire whether or not its supplier will accept the goods for return. The Supplier reserves the right to charge a fee which may cover transport, restocking and/or administration. The fee will be deducted from any refund given. Refunds will be processed within 30 days of receipt of goods provided these conditions are met.
      4. The above conditions do not affect the Customer’s statutory rights when Goods are faulty, or not as described.
      5. Any cancellation and/or cancellation fee will be at the Supplier’s discretion.
      6. Goods will only be accepted back for credit with the express permission of the Supplier. Goods must be returned in their original packaging, unused, unassembled and in a resaleable condition.

6. Shipping, Delivery and Damages

    1. If a delivery period is specified in the Order it shall commence on the date upon which the Supplier sends a confirmation email, or (if later) when the Supplier receives any further information from the Customer which shall be supplied promptly, which may be necessary for the Contract to proceed.
    2. Time of delivery is not of the essence. The Supplier shall use its reasonable endeavours to meet delivery dates but such dates are approximate only.
    3. The Supplier will not be responsible for any losses incurred by the Customer or any persons as a result of a delay in any part of the delivery. The Supplier reserves the right to make deliveries in instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    4. The due performance of the Contract is subject to cancellation or variation as the Supplier may find necessary as the result of instructions or lack of instructions from the Customer.
    5. Unless otherwise agreed in writing by the Supplier, all items will be delivered to ground floor, goods inwards areas, tailgate or kerbside at the location specified in the Order. Exact location will depend on offloading facilities and third party supplier policies; for specific details please contact the Supplier. Assistance must be provided by the Customer; failure to do so may result in the delivery being aborted and additional charges imposed. If further assistance or installation is required, this must be made clear at point of Order. Any pre-required additional charges (ie parking or access permits) will be confirmed with the Customer and added onto the invoice.
    6. The Goods shall be deemed delivered on arrival of the Goods at the Location.
    7. Deliveries will be flat packed for self-assembly unless stated otherwise. If Goods are to be installed then the area must be clear, accessible and free from other trades or workers. The Supplier reserves the right to pass on charges it incurs due to delays incurred by the Customer. The Supplier will not be responsible for removing old furniture unless agreed prior to an Order being made. Deliveries may be palletised for your disposal.
    8. Deliveries must be checked and accounted for prior to signing the delivery note. Any damages or shortages must be noted on the delivery note and reported to the Supplier within 24 hours. Goods reported as damaged must be kept in their original packaging, unused, and unassembled. Failure to do so may result in a claim being rejected. The Supplier reserves the right to request photos of damages to determine the appropriate action to be taken. Goods that are deemed damaged by situational influences will not be accepted. Claims will not be accepted if the delivery note is signed without checking or marked “unchecked”.
    9. A signature is always required for any item being delivered.
    10. The Supplier shall not be liable for any delay in or failure of delivery caused by:
      1. the Customer’s failure to: (i) make the Location available, (ii) prepare the Location as required for delivery and for installation of the Goods, if applicable or (iii) provide the Supplier with adequate instructions for delivery and installation or otherwise relating to the Goods;
      2. if applicable, the Customer’s failure to collect the Goods from the Supplier’s premises; or
      3. Force Majeure.
    11. If the Customer requests a delay to the delivery of the Goods, the Supplier will endeavour to arrange storage until the required date. The Customer shall pay any and all reasonable storage and insurance charges
    12. If the Customer fails to accept delivery of the Goods the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all reasonable storage and insurance charges. If 10 Business Days following the due date for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Goods without any obligation or liability to the Customer. The Supplier shall:

– deduct all reasonable storage charges and costs of resale; and

– account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods

7. Risk and Title

  1. Risk in the Goods shall pass to the Customer on delivery.
  2. Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
  3. Until title to the Goods has passed to the Customer, the Customer shall:
    1. hold the Goods as bailee for the Supplier;
    2. store the Goods separately from all other material in the Customer’s possession;
    3. take all reasonable care of the Goods and keep them in the condition in which they were delivered;
    4. insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;
    5. ensure that the Goods are clearly identifiable as belonging to the Supplier;
    6. not remove or alter any mark on or packaging of the Goods;
    7. inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 11.2.1 to 11.2.10; and
    8. on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
  4. Notwithstanding clause 7.3, the Customer may use the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 11.2.1 to 11.2.10 has occurred or is likely to occur.
  5. If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 11.2.1 to 11.2.10 the Supplier may require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and (a) if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

8. Warranty

  1. The Supplier warrants that the Goods shall, on delivery, conform in all material respects to the Order. Where possible, the Supplier shall remedy the non-conformity with the Order, provided that the Customer:
    1. provides the Supplier with sufficient information as to the nature and extent of the non-conformity;
    2. gives the Supplier a reasonable opportunity to examine the non-conformity; and
    3. returns the Goods to the Supplier at the Customer’s expense
  2. In respect of defective Goods, and only in the event that the Goods are covered by a Manufacturer’s Warranty, the Customer must serve a written notice on the Supplier:
    1. within 24 hours of delivery in the case of defects discoverable by a physical inspection; or
    2. in the case of latent defects, within 10 days from the date on which the Customer became aware (or should reasonably have become aware) of the defect provided that the defect is found within the period of the Manufacturer’s Warrant
  3. In addition to clause 8.2, in the event that the Goods are defective and covered by a Manufacturer’s Warranty, the Customer must:
    1. provide the Supplier with sufficient information as to the nature and extent of the defect;
    2. give the Supplier a reasonable opportunity to examine the defect; and
    3. return the Goods to the Supplier at the Customer’s expense.
  4. The Supplier will deal with each claim under the Manufacturer’s Warranty on the Customer’s behalf but each claim will be subject to the terms and conditions of such warranty.
  5. The Customer warrants that it has provided the Supplier in writing with all relevant, full and accurate information as to the Customer’s business and needs.
  6. In the event that the Supplier opts to replace any Goods, should a part no longer be available the Supplier will replace such part with a part that closely matches it.
  7. The Supplier shall not be liable for any failure of the Goods to comply with clause 8.1:
    1. where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
    2. where such Goods are natural products and therefore, by their nature, may have irregularities;
    3. to the extent caused by the Customer’s failure to comply with the Supplier’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;
    4. to the extent caused by the Supplier following any specification or requirement of the Customer in relation to the Goods;
    5. where the Customer modifies any Goods without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or
    6. where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 8.1.
  8. Except as set out in this clause 8 and for any Manufacturer’s Warranty:
    1. the Supplier gives no warranties and makes no representations in relation to the Goods; and
    2. shall have no liability for their failure to comply with the warranty in clause 8.1
    3. and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
  9. In the event of a claim under clause 8.1, the Customer must contact the Supplier with the following information:
    1. the Customer’s invoice number;
    2. the Customer’s address and contact details; and
    3. a summary of the issue.

9. Limitation of liability

  1. The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.
  2. Subject to clause 9.5, the Supplier’s total liability in respect of an Order shall not exceed the Price paid for the Goods under that Order.
  3. Subject to clause 9.5, the Supplier shall not be liable for consequential, indirect or special losses.
  4. Subject to clause 9.5, the Supplier shall not be liable for any of the following (whether direct or indirect):
    1. loss of profit;
    2. loss of data;
    3. loss of use;
    4. loss of production;
    5. loss of contract;
    6. loss of opportunity;
    7. loss of savings, discount or rebate (whether actual or anticipated);
    8. harm to reputation or loss of goodwill.
  5. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
    1. death or personal injury caused by negligence;
    2. fraud or fraudulent misrepresentation; nor
    3. any other losses which cannot be excluded or limited by applicable law.
  6. The Supplier accepts no liability for variations in colour, finish, materials and any other aspect of appearance that may occur from time to time. The images shown on the Supplier’s Website are for reference only. Samples of each finish are available on request.

10. Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 90 days, either party may terminate the Contract by written notice to the other party.

11. Termination

  1. The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
    1. the Customer commits a material breach of the Contract and such breach is not remediable;
    2. the Customer commits a material breach of the Contract which is not remedied within 14 Business Days of receiving written notice of such breach;
    3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that the Supplier has given notification to the Customer that the payment is overdue; or
    4. any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
  2. The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
    1. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
    2. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
    3. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
    4. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
    5. has a resolution passed for its winding up;
    6. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
    7. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
    8. has a freezing order made against it;
    9. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; or
    10. is subject to any events or circumstances analogous to those in clauses 11.2.1 to 11.2.9 in any jurisdiction.
  3. If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 11, it shall immediately notify the Supplier in writing.
  4. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

12. Website Terms

  1. The Supplier takes all reasonable steps to ensure that the information on its Website is correct. However, it does not guarantee the correctness or completeness of material on the Website. The Supplier may make changes to the material on its Website at any time and without notice. The material on its Website may be out of date, or on rare occasions incorrect and the Supplier makes no commitment to ensure that such material is correct or up to date. Due to different screen resolutions some colours may appear different depending upon the device they are viewed on it is the responsibility of the Customer to ensure correct colours and finishes are ordered. The Supplier accepts no responsibility for any items that have been ordered incorrectly.
  2. The Customer may not modify, copy, reproduce, republish, upload, post, transmit, or distribute, in any manner, the material on the Website, including text, graphics, code and/or software. The Customer may print and download portions of material from the different areas of the Website solely for its own non-commercial.
  3. Links to third party sites may appear on the Website. Since the Supplier does not control those websites, it encourages the Customer to review the privacy policies of such third party sites.

13. Miscellaneous

  1. Cumulative remedies –The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
  2. Time -Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.
  3. Further assurance -The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
  4. Entire agreement
    1. The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    2. Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
    3. Nothing in these Conditions purports to limit or exclude any liability for fraud.
  5. Assignment – The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.
  6. Set-off
    1. The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
    2. The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
  7. No partnership or agency – The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
  8. Equitable relief – The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
  9. Severance
    1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
    2. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
  10. Waiver
    1. No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    2. No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
  11. Compliance with law – The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
  12. Conflicts within contract – If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.
  13. Costs and expenses – The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
  14. Third party rights
    1. Except as expressly provided for in clause 13.14.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
    2. Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
  15. Governing law and Jurisdiction
    1. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).