Terms & Conditions
TERMS AND CONDITIONS FOR BUYING PRODUCTS AND JUST BROWSING
Welcome to Premier Healthcare & Hygiene Limited (Premier H&H).
In these terms, we also refer to Premier H&H as “our”, “we”, or “us”.
And you are you!
What are these terms about?
These terms apply when you use this website, being https://www.premierhh.co.uk and any other websites we operate with the same domain name and a different extension (“Website”).
These terms also apply when you purchase products and services from Premier H&H, either through this Website or by placing an order with us manually (“Products”). Where you place a manual order, any quotation or invoice for the Products (Invoice) will form part of these terms and conditions.
If you’re looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can find it here https://www.premierhh.co.uk/policies/privacy-policy.
How do I read these terms?
We separated these terms into three parts, so they are easy to read and understand.
Those parts are:
- Part A: Terms for when you buy Products (applies when you buy)
- Part B: Terms for when you browse and interact with this Website (applies when you browse)
- Part C: Liability and warranties, and interpretation provisions (applies to both buying and browsing)
- Part D: Terms for businesses with credit accounts (applies to businesses purchasing with agreed credit terms)
Please let us know if you have any questions about these terms, and don’t continue using this Website or purchase any Products unless you have read and agree to these terms.
I’ve returned to your Website, do I need to read these terms again?
Once you place an Order, the terms accepted at the point of sale will apply to your purchase of those Products. However, please note that we may change any part of these terms at any time by updating this page of the Website, so you may find that different terms apply next time you use this Website or purchase Products. You can check the date at the top of this page to see when we last updated these terms.
Part A For When You Buy Products…
YOUR KEY INFORMATION
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after receiving your Products, in some cases, you can change your mind and get a full refund.
Please note this does not include contracts for goods that are:
- made to order;
- sealed for hygiene reasons and where the hygiene seal has been broken; or
- purchased for commercial use, including where you are a business or company.
The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that all our Products are as described, fit for purpose and of satisfactory quality and so nothing in these terms affects statutory rights.
During the expected lifespan of your Product, if this Act applies to you, you’re entitled to the following:
- up to 30 days: if your goods are faulty, you can get a refund;
- up to six months: if it can’t be repaired or replaced, then you’re entitled to a full refund in most cases;
- up to six years: if the goods do not last a reasonable length of time, you may be entitled to some money back.
This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.
The information above summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.
If you have any questions about this contract or any orders you have placed, please contact us by sending an email to: sales@premierhh.co.uk.
1 SUBMITTING AN ORDER
1.1 ORDERS
(a) By submitting an order for purchase of a Product using the Website’s functionality or accepting an Invoice by written confirmation, signing of the Invoice or paying all or part of the Invoice (Order) you represent and warrant that:
(i) you have the legal capacity and are of sufficient age to enter into a binding contract with us; and
(ii) you are authorised to use the debit or credit card you provide with your Order.
(b) Submitting an Order constitutes your intention and offer to enter into Part A of these terms (including Part C which you agreed to by using this Website) where we will provide you with the Products you have ordered in exchange for your payment of the total amount listed upon checkout.
(c) Part A of these terms is not agreed between you and us until we have approved your payment and you receive an email from us confirming that your order is being processed.
1.2 INFORMATION WE GIVE YOU
(a) By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. This information is set out at the start of these terms. If you cannot access this information for any reason, you are welcome to contact us using the functionality on the website, or at the contact email address above, and we will provide you with a copy of this information.
(b) The key information we give you by law forms part of this contract (as though it is set out in full here).
(c) If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.
2 ACCOUNTS
2.1 ACCOUNTS
(a) In order to use some of the functionality of the Website, you will be required to sign-up, register and receive an account through the Website (an Account).
(b) As part of the Account registration process and as part of your continued use of the Website, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, payment details, ratings and reviews, and other information as determined by Premier H&H from time to time.
(c) You agree that you’re solely responsible for:
(i) maintaining the confidentiality and security of your Account information and your password; and
(ii) any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.
(d) You warrant that any information you give to Premier H&H in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(e) Once you complete the Account registration process, Premier H&H may, in its absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
(f) Premier H&H reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
(g) Premier H&H may suspend or cancel your Account for any reason, including for any failure to comply with the Terms.
(h) You also agree to let us know if you detect any unusual activity on your Account as soon as you become aware of it.
(i) We will not be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.
(j) You agree to release Premier H&H from any and all liability for any loss or damage that arises out of or in connection with information you provide that is not accurate, honest, correct or up-to-date.
2.2 ACCOUNT CANCELLATION
(a) (Cancellation by you) You are responsible for the cancellation of your Account. You can cancel your Account at any time by using the functionality provided on the Website.
(b) (Cancellation by us) To the extent permitted by law, we reserve the right to terminate your access to any or all of the Website at any time without notice, for any reason, provided that we refund to you any fees for Products which you have paid for and not received. We may also terminate your access to any or all of the Website at any time without notice without issuing a refund if you breach any provision of these terms.
3 PRODUCTS
3.1 PRODUCTS
(a) We will endeavour to ensure that the Products provided will be substantially the same as the Products displayed on our Website, or as otherwise agreed with you in writing prior to you placing your Order. Please note that due to screen display, colour and brightness, and image quality, Products may not exactly match the image on our Website. We try to make sure that:
(i) all weights, sizes and measurements set out on the Website are as accurate as possible, but due to the nature of the Products, there may be some small deviations in such weights, sizes and measurements in the actual Products than those specified on the Website; and
(ii) the colours of our Products are displayed accurately on the site, the actual colours that you see on your device may vary depending on the device that you use.
(b) Until the price of your Products is paid in full, title in those Products is retained by Premier H&H. Risk in the Products will pass to you on delivery in accordance with clause 5. Delivery must not be refused by you.
(c) The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’) if you are purchasing Products for personal use. The Products we provide to you must be as described, fit for purpose and of satisfactory quality.
(d) We are under a legal duty to supply you with Products that are in conformity with this contract (subject to your Order being accepted and confirmed).
(e) The packaging of the Products may be different from that shown on the Website.
3.2 FAULTY PRODUCTS
(a) If you are placing an Order as a consumer (i.e. for personal use), your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of this page. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:
(i) contact us using the contact details on our site; or
(ii) visit the Citizens Advice website www.citizensadvice.org.uk or call 0808 223 1133.
(b) Nothing in these terms affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights under law.
(c) If you are placing an Order for commercial purposes or as a business, the Consumer Rights Act 2015 may not apply to your Order, however you can return faulty Products for a full refund, provided you notify us within 14 days of when you placed your Order.
(d) If your Products are faulty, please contact us using the contact details at the top of this page.
4 PAYMENT
4.1 PAYMENT OBLIGATIONS
(a) All prices are:
(i) per unit (except where otherwise indicated);
(ii) in British Pounds (except where otherwise indicated); and
(iii) subject to change prior to you completing an Order without notice.
(b) Unless otherwise agreed in writing, you must pay for all Products at the time of placing an Order.
4.2 VAT
(a) Unless otherwise indicated, amounts stated in an Order do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us including that amount in the Order, or otherwise providing a tax invoice.
(b) Individuals who are chronically sick or disabled and Order Products for personal use, or charities where the Products forming part of an Order are made available to a disabled person for their own personal/domestic use, may be eligible for VAT Relief.
(c) If you believe that you quality for VAT Relief please contact us by email at sales@premierhh.co.uk or call 0191 4611 788.
(d) We accept completed VAT Relief Declarations as prima facie evidence by Premier H&H that a valid medical condition exists for exemption under The VAT Act, and no VAT will be charged on the Products.
(e) If, at a later date, HMRC disputes the validity of the medical condition, you will be liable to pay the appropriate VAT that should have been applied. Under these circumstances we the right to demand that you pay the VAT amount that is due.
(f) Customers outside of the UK do not pay any VAT.
(g) The VAT/sales tax shown in the basket and in our checkout is meant as a guide. The final VAT/sales tax amount will be shown on the printed/emailed invoice produced when your order is placed/dispatched.
4.3 ONLINE PAYMENT PARTNER
(a) We may use third-party payment providers (Payment Providers) to collect payments for Products, including Shopify.com, Stripe.com and Paypal.com. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
(i) Shopify’s terms of use are available here https://www.shopify.com/legal/terms and Shopify’s Service Agreement with us is available here: https://www.shopify.com/ie/legal/terms-payments/gb. Both sets of terms are binding on you.
(ii) Stripe.com’s terms of use are available here: https://stripe.com/gb/checkout/legal. Stripe.com’s Services Agreement with us is available here: https://stripe.com/gb/ssa. Both sets of terms are binding on you.
(iii) Paypal.com’s terms of use are available here: https://www.paypal.com/us/legalhub/useragreement-full
(b) (Pricing errors) In the event that we discover an error or inaccuracy in the price at which your order was purchased (including shipping prices), we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price, or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.
5 DELIVERY AND SHIPPING
(a) Delivery costs will be added to the cart upon checkout. The prices displayed at checkout are inclusive of delivery to the address chosen by you.
(b) For information on delivery options and costs, visit our Website. During the online checkout process, you will be given available delivery options to choose from.
(c) The estimated date and time window for delivery of Products is set out on our Website, or as otherwise notified to you in writing.
(d) If something happens which is outside of our control and affects the estimated date of delivery, we will provide you with a revised estimated date for delivery.
(e) Delivery will take place to the address provided by you when you placed your Order with us.
(f) Unless we agree in writing otherwise, if we cannot deliver your Product within 30 days of the date of your Confirmation Email, we will:
(i) let you know;
(ii) cancel your order; and
(iii) give you a refund.
(g) If nobody is available to take delivery when it is delivered to your delivery address, please contact us using the contact details on our Website.
(h) You are responsible for any Products once it has been delivered to the address specified by you when you placed your Order. In other words, the risk in the Product passes to you when you take, or a third party notified by you takes, possession of the Product.
(i) Third party courier terms apply to the delivery of the Products to you. Any problems with delivery should be directed to us to troubleshoot the issue. We will endeavour to assist you to ensure your delivery arrives. Subject to the other provisions of this clause 5, all delivery times provided to you are estimates only and are subject to postal delays and reasons beyond our control. We do not warrant or make any representation that your order will be delivered within the times indicated. We will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.
(j) Premier H&H reserves the right to refuse international orders. Approved international orders may be subject to customs and import duties upon reaching its country of destination. You will be responsible for paying all customs and import duties and acknowledge that failure to pay may result in your order being held at customs. We will not be liable for any costs you may incur in having your order released from customs, including reimbursing you for any customs or import duties you may pay.
6 CHANGES TO YOUR ORDER
6.1 CANCELLATION BY US We reserve the right to cancel your Order for any reason, and will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.
6.2 CANCELLATION BY YOU You may cancel your Order up to the time that we confirm your Order in writing to you. Once we confirm your Order, your Order is binding and cannot be changed by you, subject to the rest of this clause 6 - our refunds and exchanges process may apply.
6.3 CONTRACTS THAT CAN BE CANCELLED FOR CHANGE OF MIND
(a) For many contracts for the sale of goods purchased for personal use (except those set out in clause 6.4):
(i) you have the right to cancel Part A of these terms (as they relate to the good) within 14 days without giving any reason;
(ii) This cancellation period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the relevant goods;
(iii) To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement to us in writing, for example by emailing us using the contact details available on our website; and
(iv) To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
(b) For Order placed by non-consumers (i.e. for commercial use or by businesses) we permit returns of Products within 14 days of placing the Order and we will refund you the fees you paid for the returned Products (provided the Products are in unused, unopened condition) less a 15% restocking fee and the return shipping costs. This right to return shall not apply to any Orders for made to order Products or products which are sealed for hygiene reasons.
6.4 CONTRACTS THAT CANNOT BE CANCELLED FOR CHANGE OF MIND
(a) We do not offer change of mind cancellation for contracts for goods that are:
(i) Purchased for commercial purposes, including without limitation if you are a business or company, except as set out in clause 6.3(b);
(ii) made to your specifications or are clearly personalised; or
(iii) sealed for hygiene reasons and where the hygiene seal has been broken.
(b) For these goods, we are under no obligation to offer a refund under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
(c) This does not affect your statutory rights in relation to faulty goods, as set out in clause
6.5. 6.5 FAULTY GOODS
(a) For all goods purchased, you have statutory rights if your order has been damaged in transit or the goods were not of satisfactory quality or as described, which may entitle you to a replacement or refund. Nothing in this clause 6.5 will require us to provide a refund, repair or replacement in respect of loss or damage to goods caused by you, or otherwise caused to the goods after they entered your possession.
(b) If you do have the right to cancel these terms due to the relevant Product(s) being faulty, we will reimburse to you all payments received from you in respect of the relevant Product, including the cost of delivery (except for any supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us).
6.6 RETURNS PROCESS
(a) If you wish to cancel this contract:
(i) due to change of mind, in accordance with clause 6.3; or
(ii) due to the goods being faulty, in accordance with clause 6.5, we will reimburse you all payments received by you, including the cost of delivery (subject to clauses 6.5(b) and 6.3(b)) and the process set out in this clause 6.6 will apply, provided that:
(iii) clause 6.3 applies to the relevant good; or
(iv) the relevant good is faulty in accordance with clause 6.5, and if neither apply, then we may refuse your refund/cancellation request.
(b) We will use the same method of payment for issuing any refund owed to you using the method you used for your initial payment, unless we have expressly agreed otherwise.
(c) We may make a deduction from any reimbursement issued to you for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you.
(d) We will pay any refund owed to you without undue delay, and not later than:
(i) 5 business days after the day we received back from you any goods supplied;
(ii) (if earlier) 5 business days after the day you provide evidence that you have returned the goods; or
(iii) if there were no goods supplied, 5 business days after the day on which we are informed about your decision to cancel this contract (if applicable).
(e) For any valid cancellation under clause 6.3, we may withhold reimbursement until we have received the relevant goods back from you or you have supplied evidence of having sent back the goods, whichever is the earliest.
(f) For any requested refund under clause 6.5, we may withhold reimbursement until we have inspected the relevant goods, to ensure that they are faulty, and that a refund or replacement is appropriate.
(g) If you have received the goods and wish to cancel these terms under this clause 6.6:
(i) We reserve the right to request an image evidence of the faulty product;
(ii) you must send back the goods to us without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation from these terms to us (if this clause 6.6 is applicable). The deadline is met if you send back the goods before the period of 14 days has expired;
(iii) you will have to bear the direct cost of returning the goods;
(iv) you must provide us with an image of the packaged goods and postage tracking number; and
(v) you will only be liable for any diminished value of a good resulting from your handling of the good to the extent that handling wasn’t necessary to establish the nature, characteristics and functioning of the good.
7 INTELLECTUAL PROPERTY
(a) Premier H&H retains all intellectual property rights in the design of the Products, including the labelling and packaging, or those rights are owned by a third party. You must not attempt to copy, reproduce, manufacture or otherwise commercialise the Products.
(b) In this clause 7, “intellectual property rights” means copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in the United Kingdom and throughout the world.
8 THIRD PARTY SUPPLIERS
(a) We may do any of the following:
(i) outsource any part of performing any services related to providing the Products, including delivery of your Products; or
(ii) procure materials and Products from third party suppliers, without further notice to or permission from you.
(b) To the maximum extent permitted under applicable law, we will not be liable for any acts or omissions of those third parties, including where such third parties cause delay or damage to any part of your Order, or are negligent in providing services or goods.
Part B For When You Browse This Website…
9 ACCESS AND USE OF THE WEBSITE
You must only use the Website in accordance with these terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with these terms and any applicable laws.
10 YOUR OBLIGATIONS
You must not:
(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of Premier H&H;
(b) use the Website for any purpose other than the purposes of browsing, selecting or purchasing Products;
(c) use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(d) use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
(e) use the Website with the assistance of any automated scripting tool or software;
(f) act in a way that may diminish or adversely impact the reputation of Premier H&H, including by linking to the Website on any other website; and
(g) attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
(i) gaining unauthorised access to Website accounts or data;
(ii) scanning, probing or testing the Website for security vulnerabilities;
(iii) overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
(iv) instigate or participate in a denial-of-service attack against the Website.
11 INFORMATION ON THE WEBSITE
(a) While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:
(i) the Website will be free from errors or defects (or both, as the case may be);
(ii) the Website will be accessible at all times;
(iii) messages sent through the Website will be delivered promptly, or delivered at all;
(iv) information you receive or supply through the Website will be secure or confidential; and
(v) any information provided through the Website is accurate or true.
(b) We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content.
12 INTELLECTUAL PROPERTY
(a) Premier H&H retains ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
(b) You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from Premier H&H or as permitted by law.
13 THIRD PARTY TERMS AND CONDITIONS
(a) The Customer acknowledges and agrees that third party terms & conditions (Third Party Terms) may apply.
(b) The Customer agrees to any Third Party Terms applicable to any third party goods and services, and Premier H&H will not be liable for any loss or damage suffered by the Customer in connection with such Third Party Terms.
14 LINKS TO OTHER WEBSITES
(a) The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
(b) Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.
15 SECURITY
Premier H&H does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.
16 REPORTING MISUSE
If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.
Part C Liability And Other Legal Terms…
17 LIABILITY
(a) To the maximum extent permitted by applicable law, Premier H&H limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this Website, these terms or any Products or services provided by Premier H&H, is limited to the value :
(i) If the liability relates to an Order, the total value of that Order; and
(ii) If the liability does not relate to an Order, £500GBP.
(b) All express or implied representations and warranties in relation to Products and the associated services performed by Premier H&H are, to the maximum extent permitted by applicable law, excluded. Where we provide, or pass on, manufacturer warranties for a Product, this will be clearly set out on our Website.
(c) (Indemnity) You indemnify Premier H&H and its employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives’:
(i) breach of any of these terms;
(ii) use of the Website; or
(iii) use of any Products, or other goods or services provided by Premier H&H.
(d) (Consequential loss) To the maximum extent permitted by law, under no circumstances will Premier H&H be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Website, these terms or any Products or services provided by Premier H&H (except to the extent this liability cannot be excluded under law.
(e) Nothing in these terms or any Order will exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
(f) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms or an Order, including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause will be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions will remain in full force and effect.
18 DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with these terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
19 THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
20 FORCE MAJEURE
(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(b) Subject to compliance with clause 20(a), the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(c) The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of the Affected Party;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19 or similar, or any threat of COVID-19 or similar beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
21 GENERAL
21.1 GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
21.2 WAIVER
No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
21.3 SEVERANCE
Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.
21.4 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
21.5 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.
21.6 COSTS
Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.
21.7 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.
21.8 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (currency) a reference to £, or “pound”, is to pound sterling (GBP), unless otherwise agreed in writing, and a reference to “$” or “dollar” is to USD, unless otherwise agreed in writing;
(c) (gender) words indicating a gender includes the corresponding words of any other gender;
(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(g) (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
(h) (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(k) (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.
21.9 NOTICES
(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii) when replied to by the other party,
(iii) whichever is earlier.
Part D Terms for businesses with credit accounts…
The following terms apply specifically to businesses with credit accounts. Where any conflict arises between these terms and those in Part A, B, or C, the terms in Part D shall supersede.
The customer's attention is drawn in particular to the provisions of clause 30 (Limitation of Liability)
22. INTERPRETATION
22.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 8:30 am to 4:30 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 33.3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause 25.2.
Director: the statutory director of the Customer with the power to bind the Customer authorising the placement of an Order.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Hard Credit Check: a review of your credit report that is visible to external companies.
Order: the Customer's order for the Goods, as set out in either:
a) the Customer's purchase order form; or
b) as submitted following the onscreen prompts to place an order on the Company’s website.
Soft Credit Check: an inquiry into your credit report that does not affect your credit score.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Customer and the Supplier.
Supplier: PREMIER HEALTHCARE & HYGIENE LTD (registered in England and Wales with company number 05388166).
22.2 Interpretation
(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 and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
23. BASIS OF CONTRACT
23.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
23.2 Where these terms have been issued to a Customer by the Supplier, these Conditions apply to the Contract and supersede any and all other terms or conditions of the Supplier, including the terms and conditions of the Supplier relating to online orders.
23.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
23.4 In submitting an Order, the Customer acknowledges that the Supplier may conduct a Soft Credit Check on the Customer before accepting any Order, and consents to the Supplier conducting such a check.
23.5 In submitting an Order, the Customer acknowledges that the Supplier may conduct a Hard Credit Check on the Customer before accepting any Order. The Supplier will notify the Customer in writing three working days before conducting a Hard Credit Check.
23.6 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.
23.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
23.8 Any samples, drawings or advertising produced by the Supplier and any illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
23.9 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
24. GOODS
24.1 The Goods are described in the Supplier's catalogue, as modified by any applicable Specification.
24.2 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 24.2 shall survive termination of the Contract.
24.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
25. DELIVERY
25.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
25.2 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 after the Supplier notifies the Customer that the Goods are ready.
25.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
25.4 Any dates quoted for delivery 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.
25.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
25.6 If the Customer fails to accept delivery of the Goods within 5 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 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 third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
25.7 If five Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
25.8 If the Supplier delivers up to and including 5.0% more or less than the quantity of Goods ordered the customer may not reject them.
25.9 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.
25.10 Notwithstanding the above clauses 25.1 to 25.9 (inclusive), where it is agreed between parties that Goods will be collected from the Supplier rather than delivered to the Delivery Location, delivery will be deemed to have occurred at the point the Goods were physically removed from the Supplier’s storage site by the Customer.
26. QUALITY
26.1 The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship.
26.2 Subject to clause 26.3, if:
(a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranties set out in clause 26.1;
(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 place of business at the Supplier’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
26.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 26.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 26.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied 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 storage or working conditions; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
26.4 Except as provided in this clause 26, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 26.1.
26.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
26.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
27. TITLE AND RISK
27.1 The risk in the Goods shall pass to the Customer on completion of delivery.
27.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.
27.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 31.1(b) to clause 31.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
27.4 At any time before title to the Goods passes to the Customer, the Supplier may:
(a) by notice in writing, terminate the Customer's right use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product 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.
28. PRICE AND PAYMENT
28.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
28.2 The Supplier may, by giving notice to the Customer at any time up to three Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
28.3 Subject to clause 28.4, the price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) includes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer
28.4 Where any Goods are Supplied in accordance with a Specification, the Supplier will notify the Customer prior to the acceptance of the Order if the price is exclusive of packaging, insurance and transport, which shall be invoiced to the Customer.
28.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
28.6 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days from the end of the calendar month of the date of the invoice, or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
(c) time for payment shall be of the essence of the Contract.
28.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 31, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 28.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
28.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
29. GUARANTEE AND INDEMNITY
29.1 In consideration of the Supplier permitting deferred payment for the Goods in accordance with 28.6(a) the Director guarantees to the Supplier, whenever the Customer does not pay any invoice when due under these Conditions, to pay on demand any sums due pursuant to the relevant invoice.
29.2 The Director, as principal obligor and as a separate and independent obligation and liability from his or her obligations and liabilities under clause 29.1, agrees to indemnify the Supplier and keep the Supplier indemnified in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Supplier arising out of, or in connection with, the payment of the relevant invoice not being recoverable for any reason or any failure of the Customer to perform or discharge any of its obligations or liabilities in respect of the Payment of the relevant invoice.
29.3 The total amount recoverable from the Director under this guarantee shall not exceed the sum due under the relevant invoice together with a further sum for all such interest referred to in 28.7 and all such costs and expenses referred to in 29.2 as shall have accrued or shall accrue due to the Supplier at any time before or after the date of demand under this guarantee.
29.4 Unless expressly provided otherwise, the Customer and the Director (Co-obligors) shall be jointly and severally liable for their obligations under these Conditions.
29.5 The Supplier may take action against, or release or compromise the liability of, a Co-obligor, without affecting the liability of any other Co-obligor.
30. LIMITATION OF LIABILITY
30.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
30.2 References to liability in this clause 30 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
30.3 Nothing in in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; and
(d) defective products under the Consumer Protection Act 1987.
30.4 Subject to clause 30.3, the Supplier's total liability to the Customer shall not exceed 75% of the price for the Goods noted in the Order.
30.5 Subject to clause 30.3, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
30.6 This clause 30 shall survive termination of the Contract.
31. TERMINATION
31.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
31.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 31.1(b) to clause 31.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
31.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
31.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
31.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
31.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
32. FORCE MAJEURE
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.
33. GENERAL
33.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
33.2 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
33.3 Variation.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
33.4 Waiver.
(a) Except as set out in clause 23.7, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
33.5 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 33.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
33.6 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the following addresses:
(A) for the Supplier: sales@premierhh.co.uk, or such address as notified from time to time;
(B) for the Customer, such address as notified from time to time.
(b) Any notice shall be deemed to have been received
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the second Business Day after posting; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours, when Business Hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
33.7 Third party rights.
(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
33.8 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
33.9 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.