These conditions apply to the sale or supply of goods, works and services by REPLAY MAINTENANCE LIMITED (company number 01416487) registered in England and Wales, and registered office at Lancaster House, 21 Roselands Business Park, Long Bennington, NG23 5FF.
2. DEFINITIONS AND INTERPRETATION
2.1 Definitions: In these conditions and any contract which incorporates them: “we”, “us” and “our” mean the company referred to in Condition 1; “you” and “your” mean the person who is the buyer in the Contract Terms; “Completion” means (a) for Goods, when they are delivered to you, and (b) for Services, when they and all Services Outputs have been substantially completed; “Conditions” means the terms and conditions of sale set out in this document; “Contract” means the contract which incorporates these Conditions; “Contract Terms” means (a) any terms implied by the law of England and Wales, unless expressly excluded by these Conditions, (b) any terms incorporated by a Framework Agreement, (c) any Quotation, (d) any order from you, on the basis of which the Contract was made, excluding any terms proposed by you, (e) any Order Acceptance from us, and (f) these Conditions, and each of items (a) to (f) shall take precedence over each such item listed before it; “Contract Price” means (a) our prices, rates and charges for the Deliverables stated in the other Contract Terms, (b) our charges for all extras under Condition 9.2, and any other charges we are entitled to make under the Contract; “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) as amended; “Deliverables” means all Goods, Services and Services Outputs; “Delivery Address” means the premises stated in the other Contract Terms, or, if not stated, our nominated premises; “Framework Agreement” means any written signed framework agreement between you and us, which incorporates into the Contract any prices and/or terms; “Goods” means any Sold Goods or Supplied Goods; “Order Acceptance” means any acceptance or counter-offer from us in respect of any order or offer from you, on the basis of which the Contract was made; “Quotation” means any quotation or proposal from us, and in relation to the Contract, any such quotation or proposal on the basis of which the Contract was made; “Services” means any services or works to be supplied under the Contract as detailed in the Specification, and, where the context admits, all services and works actually supplied under the Contract; “Services Outputs” means anything, other than Supplied Goods, that is an output of the Services or is done or supplied in the course of or as part of the Services; “Sold Goods” means all components, parts, raw materials and other goods to be sold by us under the Contract, as listed in the Contract Terms, and, where the context admits, the goods actually delivered under such sale, or their replacements under a Warranty Remedy; “Supplied Goods” means any components, parts, raw materials and other goods, other than Sold Goods, which are supplied by us in the course of the providing any Services or a Warranty Remedy; “Specification” means all written quantities, specifications and other descriptions for the Deliverables in any document issued by us forming part of the Contract Terms; “VAT” means value added tax and other consumption taxes applicable to the Contract, Contract Price, or Deliverables, in any country in the world; “Warranty” means any term (including any warranty, guarantee, or condition) express or implied as to the standard, quality, or condition of, or as to the compliance with sample, specification or description of, the Deliverables, including as specified in Condition 6.1; “Warranty Defect” means any breach of any Warranty, including any shortage, damage or other non-conformity of the Deliverables with any Warranty; “Warranty Remedy” means any remedy provided by us of an actual or alleged Warranty Defect, including rectification, repair, replacement, or re-performance of any Deliverables; “Warranty Period” means any period stated in the other Contract Terms for a Warranty, and if not so stated, three (3) months.
2.2 Interpretation: In the Contract reference to: (a) any gender includes every gender; (b) the singular includes the plural and vice versa; (c) any legislation includes any future amendment or replacement of it at any time; (d) any person, includes any individual, partnership, company, corporation, government body, or other legal entity; (e) “liability” or “liable” includes liability under or for breach of the Contract or any other contract, for tort, for negligence (including tortious or contractual), under or for breach of any legislation or other law, for breach of statutory duty, for restitution, and for non-fraudulent misrepresentation, and any other liability whatsoever; and (f) “include” or “including” shall be deemed to be followed by the words “(without limitation)”.
3. CONTRACT FORMATION
Our Quotations are an invitation to treat and not a legal offer, and to proceed with a Quotation, you must submit an unconditional order against it. Your order is your legal offer to contract on the Contract Terms, but no contract is formed until your order is accepted by us, including by means of an Order Acceptance.
4. CONTRACT TERMS
The Contract Terms represent the entire agreement between you and us concerning the subject matter of the Contract. You acknowledge that you have not been induced to enter into the Contract by any representation from us, and you agree that we have no liability to you for misrepresentation, unless it was made by us fraudulently. There shall be excluded from the Contract any terms proposed by you.
We agree to sell, supply and deliver, and you agree to purchase and take delivery of, the Deliverables, on the Contract Terms, for the Contract Price.
6. WARRANTIES AND LIABILITY
6.1 Warranty: Subject to Conditions 6.2 to 6.10: (a) the implied terms as to correspondence with description of the Sold Goods under section 13 of the UK Sale of Goods Act 1979, and the Supplied Goods under Section 3 of the UK Supply of Goods and Services Act 1982 shall apply; (b) the implied terms as to satisfactory quality of the Sold Goods, under Section 14 of the UK Sale of Goods Act 1979, and of the Supplied Goods, under Section 4 of the UK Supply of Goods and Services Act 1982, shall apply; (c) we warrant that the Services and Services Outputs will materially comply with the Specifications and that the Services and any Warranty Remedy will be provided with reasonable care and skill.
6.2 Warranty Exceptions: All Warranties are subject to the following: (a) the Specifications shall be the sole description of the Deliverables, and the Contract is not a sale by sample; (b) no Warranty shall include fitness for purpose, and you acknowledge that you have satisfied yourself as to the Deliverables’ fitness for purpose before ordering; (c) you shall inspect all Deliverables immediately on Completion, and we shall have no liability for Warranty Defects apparent on a reasonable inspection, unless notified to us within two (2) days of Completion; (d) we shall have no liability for any drawing, design or specification supplied you. Except for damage caused by us, we shall have no liability for anything occurring to the Deliverables following Completion, including for defects, faults, damage or deterioration resulting from abnormal environmental or working conditions, wear and tear, abnormal usage, accident, negligence or deliberate acts, incorrect storage, failure to follow our or manufacturer’s instructions in relation to storage, care, use, installation or otherwise, or alteration or repair other than by us; (e) we shall have no liability for sealed Goods once they are opened; (f) we shall have no liability for raw materials, parts or components, once they have been incorporated, consumed or otherwise used; (g) we shall have no liability for any Goods once they have been resold; (h) we shall cease to have any liability under any Warranty if any amount payable by you under the Contract is not paid by the due date; (i) the Warranties do not cover Goods we have not manufactured ourselves, and you must look to any end-user warranty or guarantee given directly to you by the manufacturer of those Goods; (j) we shall cease to be liable under any Warranty for any Goods if you fail to maintain, service and lubricate the Goods in accordance with our or the manufacturer’s instructions, or you fit any spare parts or use any consumable items that are not produced by the original manufacturer of the Goods; and (k) Goods made from recycled materials, or which are reconditioned or second-hand, are supplied “as is”, and no Warranty shall apply to them. We shall have no liability for any minor deviation of the Deliverables against any Warranty (including as to quantity).
6.3 Warranty Period and Notification of Claims: Warranty Periods shall commence on Completion. Any claim under a Warranty shall be in writing, shall detail the Warranty Defects alleged, and shall be notified to us by the sooner of (a) the end of the period in Condition 6.2(b), for Warranty Defects covered by that Condition, (b) the end of the working day which next follows the date on which you became aware of or ought reasonably to have been aware of the Warranty Defect, and (c) the end of the Warranty Period. The Warranty Period for any Warranty Remedy shall be the unexpired balance of the original Warranty Period for the affected Deliverables, at the point of your notice of claim, and it shall run from completion of the Warranty Remedy. We shall have no liability for any Warranty Defect which is discovered after the end of the Warranty Period, or which you do not notify to us in accordance with this Condition 6.3, and you shall be bound to pay the Contract Price as if such Warranty Defect did not exist.
6.4 Investigation: You shall promptly co-operate with our investigation of any alleged Warranty Defect, including, at our request: (a) providing such information, assistance, videos and photographs as we may require; (b) if practicable, promptly sending (at your cost and risk) the Goods alleged to us for the purposes of investigation; and (c) enabling us to inspect the Deliverables at the premises where they are located or were carried out. You shall pay a reasonable charge to us for investigation of any alleged Warranty Defect, and any Warranty Remedy we provide for any alleged Warranty Defect, if such Warranty Defect is not proven by you, including our investigation costs and expenses.
6.5 Remedy for breach of warranty: Our sole liability and your sole remedy for a Warranty Defect shall be restricted to, at our sole option, any one or more of the following: (a) rectification of the Warranty Defect, including by repair, re-performance, or replacement of any affected parts; (b) replacement of the Goods affected by the Warranty Defect; (c) if the Deliverables can reasonably be used by you, the provision of a reduction in the Contract Price commensurate with the diminution in value represented by such Warranty Defect; and/or (d) cancellation of the Contract in respect of all or any part of the Deliverables affected by the Warranty Defect, and a refund of the amounts paid you under the Contract for them. If we are unable to or fail to provide a remedy under (a) or (b) above at all or in a reasonable time, or any remedy under (a) or (b) is disproportionate, then we will and may elect to provide a remedy under (c) or (d), at our sole option. Title to any replaced Goods (or parts for Goods) shall pass to us on delivery of any replacement.
6.6 Exclusion of implied terms: Except as provided in Conditions 6.1 and 6.7: we exclude all terms, warranties and conditions) implied by law in your favour, including as to the standard, quality, or condition, or compliance with sample, specification or description of, the Deliverables; and we exclude any duty of care owed in relation to the Deliverables.
6.7 Non-Excluded Liability: We do not exclude or restrict our liability for (a) fraud or fraudulent misrepresentation, or (b) breach of the implied terms as to title under Section 12 of the UK Sale of Goods Act 1979 or Section 2 of the UK Supply of Goods and Services Act 1982, or (c) death or personal injury caused to you resulting from our negligence.
6.8 Excluded Types of Loss: Except for the liability in Condition 6.7, we shall have no liability (including in negligence) to you for the following: (a) loss of bargain; (b) costs of procuring replacements for the Deliverables or rectification of the Deliverables from a third party; (c) loss of profit, use, revenue, contract, business, repeat custom, or goodwill; (d) wasted, additional or incidental expenses; (e) liability you have to any third party (including for death or personal injury); or (f) any special, indirect or consequential loss of any kind.
6.9 Contract Cap: Except for the liability in Condition 6.7, our liability to you (including in negligence) shall be limited to the Contract Price, in the aggregate for all events and circumstances giving rise to liability.
7. TITLE TO THE GOODS
7.1 Reservation of Title: Subject to Condition 7.2, the Goods shall remain our sole and absolute property, and property in the Goods shall not pass to you until the later of the following: (a) the Goods have been delivered to you; (b) you shall have paid to us in full in cash or cleared funds the whole Contract Price and all VAT thereon for all Deliverables; and (c) the first point in time on or after delivery of the Goods when you owe no monies to us under this or any other contract or on any other account whatsoever. Each of the above conditions shall be separate and severable.
7.2 Transfer of Title on Use or Resale: Goods which are parts, components or raw materials may be used in any goods, services or works of yours, and title to any such Goods will pass to you when they are irrevocably and irremovably incorporated into your goods, services or works. Goods expressly purchased for resale may be resold in the ordinary course of your business, and title will pass when title is to pass to your customer under any such resale.
7.3 Storage of the Goods: Until title to them passes, you shall (a) store the Goods separately and make them readily identifiable as our property, (b) tell us where they are and permit us to inspect the Goods on demand, and (c) not resell or create any security over the Goods except as permitted by Condition 7.2.
7.4 Termination of Right to Possession: Your rights to possess, use and resell the Goods shall automatically terminate if (a) any amount payable you under the Contract, or any other contract with us, becomes overdue, or (b) any of the events in Condition 11.1 (Insolvency) occurs, or (c) you act in a way that does or may breach Condition 7.3.
7.5 Right of entry: You irrevocably grant us a right to enter any premises where the Goods are or are reasonably thought to be, with or without vehicles, to find and inspect them, and if your right to possession has ended, recover them.
8. DELIVERY AND TRANSFER OF RISK
8.1 Location: Delivery of the Goods and performance of the Services shall take place at the Delivery Address. In relation to Goods: (a) if the Delivery Address is not our premises, then we will transport the Goods to the Delivery Address; and (b) if the Delivery Address is not your premises, you shall collect the Goods from the Delivery Address.
8.2 Timescales: We will endeavour to perform and Complete the Contract by any date or time stated in the Contract Terms, or if none is stated, within a reasonable time. Any date or time for our performance of the Contract is an estimate only. We shall not be liable for late or non-delivery or performance unless you send us a written notice after delivery or performance should have occurred and we fail to deliver or perform within thirty (30) days after such notice.
8.3 Buyer Assistance: You shall provide such instructions, particulars, information, co-operation, assistance and materials as may be specified in the Contract Terms or otherwise required by us to perform the Contract. You shall perform your obligations under the Contract in a reasonable time and in sufficient time to enable us to perform the Contract. You shall pay all taxes, duties and levies for import of the Deliverables to the country of the Delivery Address, and you shall comply with all import formalities and obtain all import licences and authorizations.
8.4 Instalments: We may deliver the Goods in a single instalment, or, at our option, in two or more instalments.
8.5 Preparation of Delivery Premises: If the Goods are to be delivered or the Services are to be performed at any premises other than ours, you shall (a) prepare the premises as in accordance with our requirements and those of the manufacturer of any Goods; (b) ensure that delivery and performance is not hindered by anything at those premises; (c) ensure that such premises shall be safe; (d) ensure that there is good vehicle access to the premises and the location on the premises where delivery or performance is to take place.
8.6 Arrangement for Delivery and Performance: You shall take delivery of the Goods and permit us to perform the Services when tendered us, and in any event within seven (7) days of notification from us. We may determine the specific date and time when delivery or performance is to take place, which you shall strictly adhere to. We will only be obliged to deliver and perform during our normal working hours. Unless otherwise agreed, you shall unload the Goods from our vehicle and load the Goods on your vehicles, and provide all personnel and equipment needed to do this.
8.7 Buyer Fails to Take Delivery: Your obligation to take delivery of the Goods and permit performance of the Services shall be of the essence. If you fail to take delivery or permit performance when requested by us, or delivery or performance is interrupted or prevented in any way by you, then: (a) we may treat this a repudiatory breach and terminate the Contract, or we may re-schedule delivery or performance to such later time as we may specify; (b) you shall pay an additional reasonable charge for storage of the Goods pending re-delivery or performance; and (c) you shall pay our wasted, additional and incidental costs and expenses suffered or incurred by us as a result.
8.8 Transfer of Risk: Risk of loss of and damage to the Goods shall pass when they are delivered to you or, if sooner, brought onto the Delivery Address if not our premises. From when the risk of loss of and damage to the Goods passes to you to the point that title passes to you you shall insure the Goods for their ex-works price against all usual risks of loss and damage, and you shall hold upon trust for us absolutely all proceeds of such insurance.
9. CONTRACT PRICE
9.1 Payment: You shall pay the Contract Price together with VAT thereon in accordance with the following Conditions.
9.2 Extras: The Contract Price is ex-works and does not include the cost of the following, unless expressly stated in writing in the other Contract Terms: (a) transport of the Goods (including packing, insurance in transit, carriage, freight, loading and unloading); (b) travel, accommodation, and subsistence expenses; (c) taxes, duties and levies relating to the Contract, Contract Price, the Deliverables, or import or export of the Deliverables; (d) export or import authorizations or any export or import formalities; (e) variations to the Contract or Specifications, including additional goods or services; (f) correction of your errors; (g) additional or wasted costs and expenses caused by your failure to adhere to our instructions or to comply with the Contract Terms. You shall pay an additional reasonable charge for the above exclusions, as determined by us in our sole discretion, which shall be added to the Contract Price.
9.3 Raw Materials Price Changes: We may unilaterally increase the Contract Price, by such amount as we may decide in our sole and absolute discretion, to account for any rises in the price to us of any parts or raw materials used in the Deliverables occurring after the date the Contract is made and before Completion.
9.4 VAT: The Contract Price is exclusive of VAT, which is payable in addition at the same time as the Contract Price.
9.5 Invoicing: We may invoice the Contract Price for the Goods (or any instalment) together with VAT, at our option, on delivery, or when the Goods (or such instalment) are ready to be dispatched or delivered. We may invoice for the Contract Price and VAT for the Services and Services Outputs, on Completion, or, at our option, we may invoice at the end of each calendar month for the Contract Price and VAT for all Deliverables delivered or carried out (in whole or in part) in that calendar month. If any stage payments have been agreed, we may invoice the agreed proportion of the Contract Price together with VAT on achievement of each stage. If any invoicing point does not occur because of an act or omission of yours, then we may raise an invoice at the earliest point we could have but for such act or omission.
9.6 Payment of Invoices: You shall pay our invoices within thirty (30) days of the date of the invoice, in the currency of the invoice, in full, in cash or cleared funds. We may require payment of the Contract Price and VAT at any time on or before Completion if we have any reasonable suspicion that you will be unable to pay or any event under Condition 11.1 occurs. We may bring an action for the Contract Price and VAT even though title to any Goods may not have passed to you. The time for payment of the Contract Price and VAT shall be of the essence.
9.7 No Set-Off: You must pay the Contract Price and VAT in full without set-off, deduction, counter-claim, or withholding.
9.8 Interest: You shall pay interest on overdue amounts at the per annum rate of eight (8) per cent above the Bank of England base rate from time to time, accruing daily, and payable on demand, both before and after any judgment.
10. IPR AND CONFIDENTIALITY
All intellectual property rights (including copyrights, design rights, registered designs, patents, rights to inventions, and trademarks, and any similar rights in any part of the world) in the Goods, Services Outputs, Specifications, and any drawings, manuals, technical data, formulae or other documentation or information supplied by us, shall be and remain our absolute property and that of any third party from whom we procure the same and we grant you a revocable non-transferable licence to use the same for the purposes of receiving the benefit of the Goods and/or Services only.. You agree to keep all of the above, and any information concerning our business, products, and prices, confidential to us.
11. TERMINATION AND SUSPENSION
11.1 Insolvency: We may suspend or terminate the Contract, immediately on notice to you, if any of the following events occurs: (a) you cease to carry on business; (b) you become or are deemed by law to be insolvent, bankrupt or unable to pay your debts as they fall due; (c) you enter into any composition or arrangement with any of your creditors; (d) you commence winding-up, liquidation or dissolution; (e) an administrator, administrative receiver or receiver appointed over all or any part of your business or assets; (f) you obtain any protection or postponement against any creditors; (g) any step or action is taken or notice or demand is given to achieve any of the above; or (h) an equivalent or similar event to any of the above occurs in relation to you in any jurisdiction in the world.
11.2 Breach: We shall have a right to suspend or terminate the Contract immediately on notice to you if: (a) any payment due under the Contract, or any other contract with us, becomes overdue, and is not paid within seven (7) days of notice from us; or (b) you otherwise breach the Contract, or any other contract with us, however minor the breach, and fail to remedy the breach within seven (7) days of notice from us.
11.3 In the event that the Contract is for the ongoing supply of Goods and/or Services, each party shall be entitled to terminate the Contract by giving the other party not less than 3 months written notice.
11.4 Effect of Suspension: Our rights of suspension shall entitle us to suspend performance by us of the Contact, and performance of any other contract between you and us, for such period as we may specify. If at the end of such suspension the circumstances giving rise to such right still exist, then we may extend such suspension, or proceed to termination. Any suspension shall not prejudice our right to terminate, or be an affirmation of the Contract.
11.5 Effect of Termination: If we can terminate the Contract due to any breach by you or insolvency affecting you, including under Conditions 11.1 or 11.2, we shall be entitled also to terminate any and all other contracts between you and us. If we or you terminate the Contract, or any other contract between you and us, then: (a) all our invoices under the Contract or such other contracts shall be immediately due and payable; (b) we may bring an action for the Contract Price and for the full price under such other contracts, even if title to any goods has not passed; and (c) you shall, without giving us a right to double recovery, pay for the reasonable value of any goods delivered or works or services carried out under the Contract or such other contracts and any costs incurred in providing the same, and in addition an amount equal to the profit we would have made under the Contract and such other contracts and any wasted costs.
12.DATA PROTECTION LEGISLATION
12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This condition 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
12.2 You acknowledge that for the purposes of the Data Protection Legislation, you are the controller and we are the processor.
12.3 Without prejudice to the generality of condition 12.1, you will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Contract.
12.4 Without prejudice to the generality of condition 12.1, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under the Contract:
a) process that personal data only on your documented written instructions unless we are required by applicable laws to otherwise process that personal data.
b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data in accordance with the Data Protection Legislation;
c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
d) not transfer any personal data outside of the European Economic Area unless we have your prior written consent;
e) assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
f) notify you without undue delay on becoming aware of a personal data breach;
g) at your request, delete or return personal data and copies thereof to you on termination of the Contract unless required by applicable law to store the personal data; and
h) maintain complete and accurate records and information to demonstrate its compliance with this condition 12 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
12.5 You consent to us appointing third-party processors of personal data under the Contract.
13. ANTI-BRIBERY AND ANTI-CORRUPTION
Both parties shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including [but not limited] to the Bribery Act 2010.
14. FORCE MAJEURE
We shall have no liability for delay in performance, non-performance or breach of the Contract if this is caused by a Force Majeure Event. A “Force Majeure Event” is: (a) any event beyond our reasonable control; (b) war, threat of war, terrorism, sabotage, insurrection, riot or other acts of civil disobedience; (c) the act of any government or legislature; (d) industrial action (including by our own employees); (e) lightning, fire, explosion, storm, flood, earthquake, snow or ice, meteor strike, or drought; (f) shortages (including of fuel, utilities, labour, parts and raw materials); (g) vandalism, theft and other criminal action of third parties; (h) interruption or failure of utilities; (i) where we do not manufacture, any inability to procure the Goods at all, in time, or at a profitable price; (j) your breach, act or omission; (k) any delay in performance, non-performance or of breach of any contract with us by any supplier, carrier or sub-contractor. If a Force Majeure Event affects our ability to perform the Contract, we may cancel or suspend the Contract. If any Force Majeure Event causes us to have insufficient stocks, supplies or resources to be able to meet all contracts with you and our other customers, this shall also be a Force Majeure Event, and we may decide at our sole option which of such contracts to perform, when and in what order, without liability to you.
You shall not assign, transfer, declare a trust over, sub-contract, sub-licence or charge the benefit of the Contract, or any right, licence or obligation under it. We may assign or charge the Contract and any debts under it. Rights of third parties, including under the UK Contracts (Rights of Third Parties) Act 1999, are excluded. Notices shall be in writing and sent by courier, post, fax or e-mail to any address or number in the Contract Terms, or to any registered office or place of business of the other party. Each of our rights and remedies under the Contract is in addition to and without prejudice to our other rights or remedies under the Contract or law. No failure or delay by us in enforcing any term of the Contract, or exercising any right or remedy, shall be a waiver of it. If all or part of a Contract Term is invalid, void, or unenforceable, the remainder of it, and the other Contract Terms, shall continue in full force and effect. You shall indemnify us against all fees, costs and expenses incurred by us (including court, lawyers’, and experts’ fees), in: (a) enforcing the Contract and recovering debts due or Goods supplied under it; (b) recovering damages for breach of the Contract; and (c) successfully defending legal proceedings brought you to enforce the Contract. The Contract, and each claim (including non-contractual) in connection with it, is governed by the laws of England and Wales, and you submit to the exclusive jurisdiction of the courts of England and Wales in relation to the same. We may enforce the Contract in the courts of England and Wales or any jurisdiction where you are established.