DMS Flow Measurement and Controls Limited

1. Definitions. In these Conditions, the following definitions apply:

   Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

   Commencement Date: has the meaning set out in clause 2.3.

   Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.6.

   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 set out in clause 3.2.

   Force Majeure Event: has the meaning given in clause 14.

   Goods: the goods (or any part of them) set out in the Order.

   Intellectual Property Rights: all patents, rights to inventions, utility models,

   copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

   Manufacturer: the person or firm who manufactured the Goods (or any part of them).

   Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.

   Services: the commissioning and/or other services supplied by the Supplier to the Customer as set out in the Specification.

   Specification: in relation to Goods, any specification for the Goods, including any related plans and drawings, that is supplied to the Supplier by the Customer, or produced by the Supplier and agreed in writing by the Customer and, in relation to Services, the description or specification for Services provided by the Supplier to the Customer in the Supplier’s commissioning form or otherwise.

   Supplier: DMS Flow Measurement and Controls Limited (registered in England and Wales with company number 03978520).

2. Construction. In these Conditions, the following rules apply:
   1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   2. A reference to a party includes its personal representatives, successors or permitted assigns.
   3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
   4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
   5. A reference to writing or written includes faxes and e-mails.
   6. No provision of these Conditions will adversely affect the rights of any person dealing with the Supplier as a consumer.

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 trade, custom, practice or course of dealing.
2. The Order constitutes an offer by the Customer to purchase the Goods and/or Services from the Supplier in accordance with these Conditions. The Customer shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
3. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence (Commencement Date) and be strictly subject to these Terms and Conditions
4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the sale of the Goods and/or Services.
5. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
6. All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

1. The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all 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 Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
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.
3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4. Any dates quoted for delivery of Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions for the Goods that are relevant to the supply of the Goods.
5. If the Supplier fails to deliver the Goods, its liability shall be limited to the direct 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.
6. If the Customer fails to take delivery of the Goods within 3 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:
   1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
   2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
7. If 10 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken 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, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
8. The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered.
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.
10. If the Customer gives written notice to the Supplier to return any Goods so delivered, the Supplier may, at its sole discretion, accept the return of such Goods if the following conditions are satisfied:
1. a written returns notice (CRGN note) is received by the Supplier from the Customer and the Supplier agrees, at its sole discretion, in writing to the Goods being returned before such Goods are returned;
2. the Goods are returned in an unused and as new state within 28 days of completion of delivery in accordance with this clause 3 in a re-saleable condition together with all original Manufacturer’s packaging unopened; 
3. the Goods are returned at the expense of the Customer;
4. at the time of delivery to the Supplier the Goods are not damaged or in any way unfit for re-sale;
5. the Goods were not ordered specially for the Customer and are not part of the Supplier’s usual stock;
6. the Supplier can readily re-sell the Goods at their full price;
7. the Customer pays a re-stocking charge to the Supplier at an amount to be specified by the Supplier within 5 days of the Supplier taking delivery of the Goods from the Customer;
8. the Supplier may reject the Goods if they are damaged in transit from the Customer to the Supplier;
9. risk in the Goods will not pass to the Supplier until the Supplier has taken delivery of the Goods from the Customer and is satisfied that the Goods comply with the provisions of this clause 3.10; and
10. any agreement on the part of the Supplier to accept return of the Goods is subject to the conditions set out in this clause 3.10 and is given solely at the discretion of the Supplier.

1. The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
   1. conform in all material respects with their description [and any applicable Specification];
   2. be free from material defects in design, material and workmanship;
   3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
   4. be fit for any purpose held out by the Supplier.
2. Subject to clause 4.3, if:
   1. the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1; and
   2. the Supplier is given a reasonable opportunity of examining such Goods; and
   3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3. The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 4.1 if:
   1. the Customer makes any further use of such Goods after giving notice in accordance with clause 4.2; or
   2. the defect arises because the Customer failed to follow the Supplier's or the Manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
   3. the defect arises as a result of a defect in the manufacture of the Goods or any part of them by the Manufacturer; or
   4. the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; or
   5. the Customer alters or repairs such Goods without the written consent of the Supplier; or
   6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
4. Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.
5. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

1. The Supplier shall provide the Services to the Customer in accordance with the Specification in all material respects.
2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Specification or the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

1. The Customer shall:
   1. ensure that the terms of the Order and the information it provides in the Specification are complete and accurate;
   2. co-operate with the Supplier in all matters relating to the Services;
   3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
   4. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
   5. if required, prepare the Customer's premises for the supply of the Services;
   6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
   7. keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.
2. If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
   1. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
   2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 6.2; and
   3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

1. The risk in the Goods shall pass to the Customer on completion of delivery.
2. Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
   1. the Goods; and
   2. all other sums which are or which become due to the Supplier for sales of the Goods or any other products to the Customer.
3. Until title to the Goods has passed to the Customer, the Customer shall:
   1. hold the Goods on a fiduciary basis as the Supplier's bailee;
   2. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
   3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
   4. maintain the Goods in satisfactory condition and keep theminsured against all risks for their full price from the date of delivery;
   5. notify the Supplier immediately if it becomes subject to any of the events listed in clauses 12.1 (b) to (l); and
   6. give the Supplier such information relating to the Goods as the Supplier may require from time to time,but the Customer may resell or use the Goods in the ordinary course of its business.
4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clauses 12.1 (b) to (l), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

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.
2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
   1. 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);
   2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
   3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
3. The charges for Services shall be:
   1. the charges set out in the commissioning form or otherwise included in the Specification;
   2. charges for any additional items agreed in writing between the Supplier and the Customer; and
   3. the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
4. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
6. The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery. The Supplier may invoice the Customer for the Services on or at any time after completion of the Services.
7. The Customer shall pay each invoice submitted by the Supplier in full and in cleared funds by the end of the month following the month in which the invoice is dated. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
8. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank PLC's base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

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

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Contract.

1. Nothing in these Conditions shall limit or exclude the Supplier's liability for:
   1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
   2. fraud or fraudulent misrepresentation; or
   3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
   4. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1972; or
   5. defective products under the Consumer Protection Act 1987; or
   6. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
2. Subject to clause 11.1:
   1. the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract; and
   2. the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of price of the Goods or the price payable for the Services.
3. This clause 11 shall survive termination of the Contract.

1. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
   1. the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
   2. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
   3. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
   4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company);
   5. the Customer (being an individual) is the subject of a bankruptcy petition or order;
   6. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
   7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);
   8. a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
   9. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
   10. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(b) to clause 12.1(i) (inclusive);
   11. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
   12. the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
2. Without limiting its other rights or remedies, the Supplier may terminate the Contract:
   1. by giving the Customer one months' written notice; or
   2. with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
3. Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:
   1. the Customer fails to make pay any amount due under this Contract on the due date for payment; or
   2. the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

1. On termination of the Contract for any reason:
   1. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
   2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
   3. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
   4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or

transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

1. Assignment and subcontracting.
   1. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
   2. The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
2. Notices.
   1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier or fax.
   2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.2(a); if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
   3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
3. Severance.
   1. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
   2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
4. Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
5. Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
6. Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Customer.
7. Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.