1. Application of Terms and Conditions
1.1 The Supplier shall sell and the Customer shall purchase the Goods in accordance with any quotation or offer of the Supplier which is accepted by the Customer, or any order of the Customer which is accepted by the Supplier.
1.2 These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Supplier, or any such order is made or purported to be made, by the Customer.
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
means any day other than a Saturday, Sunday or bank holiday and between the hours of 9am and 5pm;
means the person who accepts a quotation or offer of the Supplier for the sale or hire of the Goods/Services or whose order for the Goods is accepted by the Supplier;
means the contract for the purchase and sale, or hire, of the Goods which shall incorporate, and be subject to, these Terms and Conditions;
means the price for purchase or hire stated on the Invoice, payable for the Goods or Services;
means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;
means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply for purchase or hire in accordance with the Contract;
means a calendar month; and
means Secure Stores Nationwide Ltd, a company registered in England under 12760174 of Warren House, The Green, Stowupland, IP14 4AD, United Kingdom, and includes all employees and agents of Secure Stores Nationwide Ltd.
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions
2.2.5 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3. Basis of Sale or Hire
3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Terms and Conditions, or to the Contract, shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods or has accepted an order placed by the Customer by whichever is the earlier of:
3.3.1 the Supplier’s written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 the Supplier’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
3.5 The Customer must notify the Supplier of its intention to off hire any hire Goods in accordance with this clause. The hire Goods will remain on hire and chargeable to the Customer until this off hire procedure has been completed. In order to off hire, the Customer shall contact the Supplier by telephone or email on a Business Day to confirm the off hire requirements. Contact details available on Website (www.securestores.co.uk). The Supplier will organise collection of the Hire Goods as soon as is practical, and Contract Charges will cease from the day after the goods have been collected (or re delivered to Secure Stores Nationwide). The Customer shall ensure that the Goods are returned in the condition they were delivered in, and are clean, presentable and free from damage. If the Supplier is unable to collect the hire Goods due to not being able to access the hire Goods and/or site, then the Customer shall either purchase the hire Goods outright from the Supplier or, in the alternative at the Supplier’s discretion, the hire Goods will be placed back on hire accruing hire charges until such time as the Hire Goods are in the control/possession of the Supplier.
3.6 The Customer will be responsible for the cost of all repairs necessary to hire Goods during the hire period which arise otherwise than as a result of fair wear and tear, an inherent fault and/or the negligence of the Supplier while carrying out routine maintenance and/or repairs.
3.7 If the hire Goods are returned in damaged, unclean and/or defective state (except where due to fair wear and tear and/or an inherent fault in the hire Goods), the Customer shall be liable to pay the Supplier for the cost of any repair and/or cleaning required to return the hire Goods to their original state.
3.8 In respect of any hire Goods which are lost, stolen or damaged beyond economic repair during the hire period the Customer will pay to the Supplier the new replacement cost for any hire Goods; and/or reimburse the Supplier for any loss or costs suffered or incurred by the Supplier, less the amount paid to the Supplier under any policy of insurance and/or Deposit in respect of the Hire Goods. The Customer shall remain liable to pay the Contract Price for the hire Goods up to and including the date it notifies the Supplier that the hire Goods have been lost, stolen and/or damaged beyond economic repair.
3.9 Hires are subject to a minimum period – This is 28 days as a minimum, or will be as otherwise agreed in writing
3.10 Whilst hiring, the Customer shall not deface, remove or interfere with any marks or nameplates on the Hire Goods and will also; take care of the Hire Goods and only use them for their proper purpose, in a safe and correct manner in accordance with any operating and/or safety instructions; notify the Supplier immediately regarding any loss and/or damage to the Hire Goods; ensure adequate measures to protect the Hire Goods from theft, damage and/or other risks; ensure adequate measures to protect the Hire Goods from theft, damage and/or other risks; keep the Supplier notified of any Customer change of address and location of the Hire Goods; On reasonable notice, permit the Supplier to inspect the Hire Goods, including procuring access to any property where the Hire Goods are situated; Keep the Hire Goods at all times in its possession and control and not to remove the Hire Goods from the site they were delivered to, without the prior written consent of the Supplier; not continue to use or attempt to repair Hire Goods where they have been damaged and will notify the Supplier immediately if the Hire Goods are involved in an accident resulting in damage to the Hire Goods, other property and/or injury to any person; be responsible for ensuring where the Hire Goods require electricity that the proper type and/or voltage is used and that, where appropriate, the Hire Goods are properly installed by a qualified and competent person.
4. Orders and Specifications
4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.
4.2 The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4.4 The Supplier reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
4.5 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.
5.1 The Contract Price of the Goods or services shall be the price listed in the Supplier’s quotation, current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
5.2 Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published price list the price quoted shall be valid for 7 days only or such lesser time as the Supplier may specify.
5.3 The Supplier reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
5.4 Any settlement discount specified by the Supplier in the Contract will be allowed by the Supplier to the Customer in respect of Goods for which payment is received by the Supplier on or before the due date and otherwise in accordance with the payment terms set out in these Terms and Conditions and provided that no other amounts owing by the Customer to the Supplier are overdue and unpaid.
5.5 Except as otherwise stated under the terms of any quotation or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier’s charges for packaging and transport.
5.6 The Contract Price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Customer shall be additionally liable to pay to the Supplier.
5.7 The Supplier reserves the right to increase the Contract Price for hire Goods by providing 7 days’ written notice to the Customer.
6.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the Contract Price of the Goods on, after or at any time before delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the Contract Price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.
6.2 The Customer shall pay the Contract Price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within the agreed period of Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the Contract Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier, and in Pounds Sterling unless otherwise agreed.
6.4 The Supplier is not obliged to accept hire orders from any customer or Customer who has not supplied the Supplier with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods will be delivered to the Customer other than against cash payment and notwithstanding sub-Clause 6.2 of these Terms and Conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.
6.5 If a Deposit is required for hire Goods, it must be paid by the Customer before the Customer receives the Goods.
6.6 The Customer shall pay all charges due under the Contract without any set-off, deduction or counterclaim. If the Customer fails to make any payment in full on the due date the Supplier may charge the Customer: (i) interest (both before or after judgment) on the amount unpaid at the rate implied by law under the Late Payment of Commercial Debts (Interest) Act 1998 or at the rate of 4% above the base rate from time to time of the Supplier’s bank whichever is higher and applicable; and (ii) any costs incurred by the Supplier in the recovery of the outstanding payments and Goods, including but not limited to legal costs, disbursements and any third party enforcement fees. Any disputes regarding the charges invoiced must be notified to the Supplier within 14 days of the invoice date.
7.1 Delivery or Collection of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the Customer’s order and/or the Supplier’s acceptance and/or the Contract as the location to which the Goods are to be delivered by the Supplier or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection. Collection should be within an agreed number of days (to be agreed with the Supplier), otherwise storage charges may be applicable at a rate to be determined at the time.
7.2 The Delivery Date and any Collection Date are approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered or collected by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer. The Supplier shall not be liable for loss, damage, or expenses whatsoever incurred in the event of late delivery or collection.
7.3 Where the Goods are to be delivered or collected in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
7.4 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1, risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including any failed delivery costs, storage and insurance charges arising from such failure.
7.5 The Customer is responsible for ensuring that there is sufficient access to and from the site (the Customer is to provide an irrevocable right and licence to the Supplier to enter the Customer’s site, or any third party site, at any time to repossess the Goods). The Customer must ensure sufficient loading and unloading space and that the site is cleared and prepared for the delivery/collection of the Goods; and where applicable, that the site has a suitable base for the Goods to rest on.
8.1 If the Supplier fails to deliver the Goods or any part thereof on the Delivery Date other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault:
8.1.1 if the Supplier delivers the Goods at any time thereafter the Supplier shall have no liability in respect of such late delivery.
9.1 The Customer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
9.2 Where the Goods cannot be examined on delivery or collection, the Customer should notify to Supplier in writing, in advance.
9.3 The Supplier shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 9 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to the Supplier within 24 hours of delivery detailing the alleged damage or shortage.
9.4 In all cases where defects or shortages are complained of the Supplier shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Supplier before any use is made thereof or any alteration or modification is made thereto by the Customer.
9.5 Subject to sub-Clauses 9.3 and 9.4, the Supplier shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
10.1.1 in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection; or
10.1.2 in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods.
10.1.3 Hire containers and accessories remain the responsibility of the Customer at all times from the point of delivery until the goods are back in the Suppliers possession. The Customer is responsible for providing adequate insurance cover for all risk and loss, for at least the full cost of replacement of the goods upon delivery or collection. The Supplier should be noted on any insurance policies. Please contact the Supplier if you would like the insurance value of any hire goods confirming (contact details on website www.seurestores.co.uk). All risk in the Hire Goods remains with the Customer throughout the hire period and until the hire Goods are back in the Supplier’s possession. It is the Customers responsibility to insure the contents stored in any of the Goods supplied. The customer should not invalidate any insurance policy relating to the Hire Goods.
10.1.4 The Customer will not own the hire Goods at any time. The Customer has no right, title or interest in the hire Goods except that they are hired to the Customer. The Customer must not sell, sub-hire, charge, mortgage, pledge or dispose of the hire Goods unless otherwise agreed in writing by the Supplier.
10.2 In the case of a sale, notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
10.3 Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the Contract Price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.
10.4 Until payment has been made to the Supplier in accordance with these Terms and Conditions and the Contract and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
10.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
10.6 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice (applicable to both sales and hire goods). The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.4.
10.7 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:
10.7.1 the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
10.7.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
10.7.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
10.7.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
11.1 The Supplier may not assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
11.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 24 hours of such delivery, the Supplier shall at its option:
12.1.1 replace the defective Goods; or
12.1.2 refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;
but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
12.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.
12.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
12.4 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.5 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Terms and Conditions, the Supplier shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Customer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer.
12.6 The Customer shall be responsible for ensuring that any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.
13. Limitation of Liability
13.1 The Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
14. Confidentiality, Publications and Endorsements
14.1 The Customer will regard as confidential the contract and all information obtained by the Customer relating to the business and/or products of the Supplier and will not use or disclose to any third party (unless strictly necessary for the delivery of the goods) such information without the Supplier’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Customer’s default.
14.2 The Customer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Supplier is licensed to use or which is owned by the Supplier upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Supplier and (where appropriate) its licensor.
14.3 The Customer will use all reasonable endeavours to ensure compliance with this Clause 15 by its employees, servants and agents.
14.4 The provisions of this Clause 15 shall survive the termination of the Contract.
15.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
15.2 Notices shall be deemed to have been duly given:
15.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
15.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
15.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
15.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
15.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
16. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
19. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
20. Law and Jurisdiction
20.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
20.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.