Sales T&C

General Terms and Conditions of Sales of Aeroservices

  1. Interpretation

1.1 In these Conditions, the following definitions apply:

Aeroservices:

1.2 Aeroservices: the company placing the order, being either: Aeroservices, a company registered in England and Wales with company number 06403722 and having its registered office address at Aeroservices House, 5 Butts Court, Leeds, West Yorkshire LS1 5JS; or Aeroservices Middle East DWC LLC, a company registered in Dubai with registration number 6276, Trading Licence 6657 and having its registered office address at Building A3, Level 1, Office#123, Business Park, Dubai South, UAE; or Aero Think India Private Limited, a company registered in India with Corporate Identity Number (CIN) U72900KA2023PTC169865 and having its registered office address at ITPB, International Tech Park, 2nd Floor, Park Square Mall, Whitefield Main Rd, Bangalore Karnataka 560066, India ; or Aeroservices Havacilik Hizmetleri Limited Sirketi, a company registered in Turkey under registration number 0008175711100001 and having its registered office address at Sultan Selim Mah. Eski Buyukdere Cad. No 61 IC Kapi No 2, Kagithane, Istanbul, Turkey; or Aeroservices Shanghai Limited, a company registered in China under license number 07000002202004010005 and having its registered office address at Room 1184, No. 100, Lane 130, Taopu Road, Putuo District, Shanghai, China.

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

Conditions: the terms and conditions set out in this document together with any special terms agreed in writing between the Customer and the Company;

Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, clients, customers, products, affairs and finances of Aeroservices for the time being confidential to Aeroservices and trade secrets including technical data and know-how relating to the business of Aeroservices or any of its suppliers, clients, customers, agents, distributors, shareholders or management, whether or not such information (if in anything other than oral form) is marked confidential;

Contract: the contract between Aeroservices and the Customer for the sale and purchase of the Goods in accordance with these Conditions;

Credit Limit: has the meaning given to it in clause 9.1;

Customer: the company that purchases the Goods from Aeroservices; Delivery and Deliver: has the meaning given to it in clause 4.3;

Force Majeure Event: 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 embargoes, 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, extremes of weather, 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; Forwarder: the company or individual with whom the Customer has contracted to collect the Goods from Aeroservices;

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

Insolvency Situation: a party (1) enters liquidation; (ii) has a receiver, liquidator, administrator, trustee or an individual with a similar role appointed over any of its assets; or (iii) proposes to make any arrangement with its creditors or goes into liquidation;

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Lead Time: subject to clause 4.2 the lead time for delivery set out in Aeroservices’ quotation;

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form or the Customer’s written acceptance of Aeroservices’ quotation; Order Acceptance: has the meaning given to it in clause 2.3; and

Price: has the meaning given to it in clause 10.1.

1.2 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.

1.3 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.

  1. Basis of contract

2.1 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.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order submitted by the Customer are complete and accurate.

2.3 The Contract shall come into existence on the basis of these Conditions at the point at which Aeroservices accepts the Order in writing (“Order Acceptance”).

2.4 A quotation for the Goods given by Aeroservices shall not constitute an offer. A quotation shall only be valid for a period of 30 (thirty) Business Days from its date of issue.

2.5 Acceptance of Delivery of the Goods will be deemed conclusive evidence of the Customer’s acceptance of these Conditions.

  1. Goods

3.1 Goods may be available for purchase by the Customer in certain quantities if the Goods provided by the manufacturer can be separated into individual pack sizes. If the Customer requests a quantity of Goods that Aeroservices is unable to provide, Aeroservices reserves the right to supply a quantity of Goods as similar as possible to the quantity requested by the Customer and shall notify the Customer in writing of any difference between the quantity requested on the Order and the quantity that Aeroservices proposes to deliver, together with any increase or decrease in the Price as a result of the amended quantity. The Customer may cancel the Order within 2 (two) Business Days of the date of Aeroservices’ notification that Aeroservices has amended the quantity and/or the Price in accordance with this clause 3.1, after which the Customer shall be deemed to have accepted the amended Price and/or quantity and shall be liable for payment of the Price.

3.2 Aeroservices reserves the right to provide alternative goods if the Goods ordered by the Customer are no longer manufactured or available for any other reason. In the event of such replacement of the Goods, Aeroservices shall notify the Customer of any minimum quantities applicable to the replacement Goods and the price of such replacement Goods.

3.3 Aeroservices will not reserve any Goods in stock for a Customer until:

3.3.1 in the case of Customers who have a Credit Limit, the Order Acceptance is issued by Aeroservices; and

3.3.2 in the case of Customers who do not have a Credit Limit, payment is received from the Customer in full and cleared funds.

  1. Delivery/Collection

4.1 In the case of Customers with a Credit Limit, the Lead Time shall commence on the date of the Order Acceptance. In the case of Customers who do not have a Credit Limit, the Lead Time shall commence on the date that Aeroservices receives the Price in full and cleared funds from the Customer.

4.2 The Customer acknowledges and accepts that the Lead Time set out in Aeroservices’ quotation may be amended by Aeroservices as a result of circumstances beyond Aeroservices’ control.

4.3 Aeroservices shall either deliver the Goods to the Customer or shall arrange for the Goods to be available for collection by the Customer (or the Customer’s Forwarder) as specified in the Order Acceptance (“Deliver”/”Delivery”). Delivery shall be to the address specified on the Order unless otherwise agreed in writing by the parties. 4.4 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location or, in the case of collection, at the time the Goods are collected by the Customer or the Forwarder from Aeroservices. The Customer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the Goods at the Delivery location.

4.5 Any dates quoted for Delivery are approximate only, and the time of Delivery is not of the essence. Aeroservices shall not be liable for any direct, indirect or consequential loss howsoever caused (including in negligence) by any delay in Delivery.

4.6 Subject to compliance with clause 4.7, if a Customer that does not have a Credit Limit wishes to receive the Goods it has ordered in instalments, it shall be required to terminate the Order it has placed (the “Initial Order”) and place separate individual Orders for each instalment (the “Replacement Orders”).

4.7 The Customer shall be entitled to terminate the Initial Order and place Replacement Orders in accordance with clause 4.6 in exceptional circumstances only and with the prior written consent of Aeroservices provided that:

4.7.1 the Customer places Replacement Orders in respect of which:

4.7.1.1 the Price payable under the cumulative Replacement Orders shall be a sum equal to the Price payable under the Initial Order; and

4.7.1.2 the quantity and type of Goods ordered in the cumulative Replacement Orders shall be identical to the quantity and type of Goods ordered in the Initial Order;

4.7.2 the Customer notifies Aeroservices as soon as possible of its intention to terminate the Initial Order and place Replacement Orders; and

4.7.3 the Customer shall be liable for any additional costs incurred by Aeroservices as a result of the termination of the Initial Order and the placing of Replacement Orders.

4.8 Clauses 4.6 and 4.7 do not apply to Customers with a Credit Limit who may agree in writing with Aeroservices that Goods shall be Delivered and paid for in instalments.

4.9 If the Customer (or a Forwarder) is required to collect the Goods and fails to do so within 5 (five) Business Days of Aeroservices notifying the Customer that the Goods are ready for collection, then, except where such failure or delay is caused by a Force Majeure Event or Aeroservices’ failure to comply with its obligations under the Contract:

4.9.1 Delivery of the Goods shall be deemed to have been completed at 9.00am on the 5th (fifth) Business Day after the day on which Aeroservices notified the Customer that the Goods were ready; and

4.9.2 Aeroservices shall store the Goods until Delivery takes place, and charge the Customer for all related costs and expenses (including insurance) at a rate of $20 (twenty USD) per pallet (or part pallet) of Goods for each week of storage; and/or 4.9.3 following written notice to the Customer, 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.

4.10 At the point of Delivery of the Goods, it shall be the Customer’s responsibility to carry out, or procure that the Forwarder carries out, a thorough and detailed inspection of the Goods, including an inspection of any Goods not immediately visible (including, for example, Goods contained within pallets). The Customer shall notify the Buyer upon Delivery if the quantity of Goods is not in accordance with the Order or if any of the Goods are damaged. The Customer will be required to sign a delivery notice indicating that it has inspected and accepts the Goods, after which Aeroservices shall not be obliged to provide any return, refund or replacement Goods to the Customer. Aeroservices shall not be liable in any way for any damage to Goods or missing Goods following signature by the Customer of the delivery note for such Goods.

4.11 If, following inspection of the Goods at the point of Delivery (or, if no Goods have been Delivered, the date that Delivery should have taken place), the Customer or the Forwarder believes that certain Goods have not been Delivered or that all or any of the Goods have been damaged as a direct result of an action or omission of Aeroservices, it shall provide Aeroservices with notification and any relevant documents within 48 (forty eight) hours of the date of Delivery (or the date that Delivery should have taken place). Failure to do so shall amount to the Customer’s deemed acceptance of the Goods. 4.12 If the Customer notifies Aeroservices that the Goods are damaged in accordance with clause 4.11, Aeroservices’ liability to the Customer shall be limited to the costs of the damaged Goods. Aeroservices shall not be liable for any damage to Goods caused other than by a direct action or omission of Aeroservices.

4.13 If Aeroservices fails to Deliver the Goods, its liability shall be limited to the price paid by the Customer for the Goods. Aeroservices 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 Aeroservices with adequate Delivery instructions or any other instructions that are relevant to the supply of the Goods.

  1. Dangerous Goods – Delivery and Certification

5.1 If the Goods ordered by the Customer are deemed by Aeroservices to be dangerous and/or hazardous or are classified as dangerous and/or hazardous according to the relevant aviation standards and/or the packaging of the Goods ordered contains dry ice or any other dangerous/hazardous materials (“Dangerous Goods”), Aeroservices shall provide the Customer with a quote for any increased Delivery, certification and/or packing costs for the Dangerous Goods. If the Customer requests that Aeroservices Delivers the Dangerous Goods, the Customer shall be liable for any such increased costs of Delivery, certification and/or packing upon receipt of an invoice from Aeroservices.

5.2 The Customer may arrange for a Forwarder to certify, pack and/or Deliver the Dangerous Goods instead of Aeroservices, in which case the Customer shall be liable for the Forwarder’s costs. If the Customer contracts with a Forwarder to certify, pack and/or collect the Dangerous Goods, it shall be the Customer’s responsibility to ensure that the Forwarder has the correct certification and procedures in place to do so.

  1. Quality

6.1 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.

6.2 The Customer shall be entitled to the warranty provided by the manufacturer of the Goods it purchases from Aeroservices. Aeroservices will provide details of any such manufacturer’s warranty on written request from the Customer.

6.3 If the Customer has a requirement in respect of the use by date / shelf life of the Goods, it must notify Aeroservices of such requirement on the relevant Order. Any such use by date / shelf life shall be set by the manufacture of the Goods and not by Aeroservices. Aeroservices shall not be liable in any way for Goods’ failure to meet the manufacturer’s use by date / shelf life and does not guarantee that the Goods will have any use by date / shelf life applicable to them.

  1. Cancellation of Orders

7.1 The Customer’s right to cancel an Order shall be entirely at the discretion of Aeroservices. The Customer shall be liable for payment of an Order, in full, unless it receives written confirmation from Aeroservices that the Order has been cancelled. 7.2 If an Order has been prepared and is ready for collection, before being cancelled, the Customer must pay to Aeroservices a minimum charge of at least £75  for Handling Charges plus a restocking fee of 10% of the value of the Order.

  1. Title and risk

8.1 The risk of damage to or loss of the Goods shall pass to the Customer on completion of Delivery.

8.2 Ownership of the Goods shall not pass to the Customer until Aeroservices has received payment of all sums due in full (in cash or cleared funds) for: 8.2.1 the Goods; and

8.2.2 any other goods or services that Aeroservices has supplied to the Customer in respect of which payment has become due.

8.3 Until title to the Goods has passed to the Customer, the Customer shall:

8.3.1 store the Goods (at no cost to Aeroservices) separately from all other goods held by the Customer so that they remain readily identifiable as Aeroservices’ property;

8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

8.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of Delivery; and

8.3.4 give Aeroservices such information relating to the Goods as Aeroservices may require from time to time.

  1. Credit

9.1 Aeroservices may agree a credit limit with the Customer in order to enable the Customer to pay in arrears for Goods purchased in accordance with clause 10.6 (a “Credit Limit”).

9.2 Upon request from the Customer, Aeroservices shall notify the Customer in writing of any Credit Limit applicable to it.

9.3 Aeroservices reserves the right to reduce or withdraw a Customer’s Credit Limit at its sole discretion without notice to the Customer, in which case Aeroservices may require the Customer to pay for the Goods in advance in accordance with clause 10.7.

  1. Price and payment

10.1 Subject to clause 10.2, the price of the Goods to be paid by the Customer shall be the price confirmed in writing by Aeroservices (the “Price”).

10.2 Aeroservices reserves the right to increase the Price to take into account any additional costs incurred by Aeroservices in Delivering the Goods as a result of circumstances beyond Aeroservices’ control, including a Force Majeure Event, increased taxes, increased duties, any applicable laws, orders, bye-laws or other regulations. 10.3 The Price is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. Subject to clause 5, Delivery charges shall be at Aeroservices’ standard rates (available upon request) unless otherwise agreed in writing between the parties.

10.4 Aeroservices may provide quotes for same day and/or next day Delivery upon request from the Customer. Aeroservices shall not be liable for any delay or failure to Deliver on a same day / next day basis where such failure or delay is a result of the Customer failing to approve the Delivery costs within the timescales specified by Aeroservices.

10.5 The Price is exclusive of value added tax (VAT), which shall be added to the Price if applicable. VAT shall be payable by the Customer on Goods delivered to a United Kingdom location. Customers located within the European Union should provide Aeroservices with evidence of their VAT number (for example, company headed paper with the company VAT number included) in order for VAT not to be charged on the Goods. Failure to provide a VAT number will entitle Aeroservices to charge VAT to the Customer at United Kingdom rates.

10.6 If the Customer has a Credit Limit, Aeroservices may invoice the Customer for the Goods on or at any time after Delivery and the Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Aeroservices. Time of payment is of the essence.

10.7 If the Customer does not have a Credit Limit, Aeroservices shall invoice the Customer in advance of Delivery following the issue of the Order Acceptance. The Customer shall pay the invoice within 30 days of the date of the invoice and Aeroservices shall not be liable for provision of the Goods until it has received payment in full from the Customer. Time of payment is of the essence.

10.8 The Customer shall not be entitled to set off any amounts it owes to Aeroservices against any amounts Aeroservices owes to the Customer.

10.9 If the Customer disputes the amount of an invoice, it must notify Aeroservices of the reasons for such dispute and provide any relevant documents within 5 (five) days of the date of the invoice, after which it shall be deemed to accept the invoice and be liable for payment of the invoice in full and cleared funds.

10.10 Invoices are due for settlement by the due date stated on our sales invoice. If the Customer fails to make payment on the due date then the whole balance of the price of the goods then outstanding shall become due and payable forthwith and without prejudice to any other right or remedy available to Aeroservices, Aeroservices shall be entitled to:

10.10.1 Cancel the contract or suspend further deliveries of goods (whether ordered under the same contract or not);

10.10.2 Charge the Customer interest on the amount outstanding, at the rate of 2% per annum above base rate of Lloyds Bank from time to time, from the due date until payment is made in full;

10.10.3 Make a storage charge for any undelivered goods;

10.10.4 Stop the goods in transit.

  1. Dispute Resolution

11.1 If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it, then the parties shall follow the procedure set out below:

11.1.1 either party shall give to the account manager of the other party written notice of the dispute, setting out its nature and full particulars together with supporting documents. Upon service of the notice, the parties shall attempt in good faith to resolve the dispute;

11.1.2 if the parties are unable to resolve the dispute within 20 (twenty) Business Days of service of the dispute notice, the parties shall refer the dispute to senior representatives of each party who shall attempt to resolve the dispute in good faith;

11.1.3 if the senior representatives are unable to resolve the dispute in accordance with clause 11.1.2 within 20 (twenty) Business Days of it being escalated to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing to the other party, requesting a mediation. A copy of the notice should be sent to CEDR Solve. The mediation will start not later than 20 (twenty) Business Days after the date of the notice.

11.2 If the dispute is not resolved following mediation, the dispute shall be resolved in accordance with clause 23.

  1. Suspension/Termination

12.1 Aeroservices may immediately suspend Delivery of the Goods if: 12.1.1 the Customer exceeds any Credit Limit applicable to it; and/or

12.1.2 the Customer fails to make any payment on or before the date it is due in accordance with clause 10.6 or clause 10.7 (as applicable), and shall notify the Customer in writing of such suspension.

12.2 Aeroservices may terminate the Contract or cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Aeroservices without incurring any liability to the Customer, and all outstanding sums in respect of Goods Delivered to the Customer shall become immediately due if:

12.2.1 the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within a period of 10 (ten) Business Days after receipt of notice in writing requiring it to do so; or 12.2.2 the Customer stops trading or is in a position whereby it cannot pay its debts and/or an Insolvency Situation arises; or

12.2.3 Aeroservices reasonably believes that one of the circumstances under clause 12.2.2 is about to occur; or

12.2.4 Aeroservices is unable to perform its obligations under the Contract, including Delivering the Goods, as a result of Force Majeure Event; or

12.2.5 the costs of Delivering the Goods significantly increases for reasons out of Aeroservices’ control.

12.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

  1. Limitation of liability

13.1 Nothing in these Conditions shall limit or exclude Aeroservices’ liability for:

13.1.1 death or personal injury caused by its negligence;

13.1.2 fraud or fraudulent misrepresentation; or

13.1.3 any matter in respect of which it would be unlawful for Aeroservices to exclude or restrict liability.

13.2 Subject to clause 13.1:

13.2.1 Aeroservices shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of goodwill or any indirect or consequential loss howsoever caused arising under or in connection with the Contract and/or the Goods;

13.2.2 Aeroservices’ total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price paid for the Goods in the Order under which the liability has arisen or, if the liability arises in respect of the terms of the Contract, a sum equal to the Price paid for the Goods in the [6 (six) months] prior to the date on which the liability arose (or, if the Contract has been in place for less than 6 (six) months, a sum equal to the Price paid for the Goods in the period from the date of the Order Acceptance to the date on which the liability arose); and

13.2.3 Aeroservices shall have no liability in respect of any claim it receives more than 6 (six) months following Delivery of the Goods in respect of which the claim is made. 13.3 Aeroservices hereby excludes to the fullest extent permitted in law, all conditions and warranties, whether express (other than as set out in these Conditions) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.

13.4 The Customer acknowledges that the above provisions of this clause 13 are reasonable and reflected in the Price which would be higher without those provisions, and the Customer will accept such risk accordingly.

  1. Intellectual Property Rights

14.1 No right or licence is granted to the Customer in respect of the Intellectual Property Rights of Aeroservices, except the right to use or re-sell the Goods in the Customer’s ordinary course of business.

  1. Force majeure

15.1 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.

  1. Variation and Waiver

16.1 Any variation to the Contract shall only be binding when agreed in writing and signed by Aeroservices.

16.2 No failure to exercise or delay in exercising any right or remedy provided under the Contract or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy under the Contract shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Notices

17.1 Any notices must be in writing and may be delivered by hand, first class post, Special Delivery post, fax or email, addressed to the recipient at its registered office or to any other address, fax number or email address as notified in writing to the sender by the other party.

  1. Entire Agreement

18.1 The Contract constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract. Each party acknowledges that it has not relied upon any warranty, representation, statement or understanding other than those expressly set out in the Contract.

  1. Rights of Third Parties

19.1 No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract.

  1. Assignment

20.1 Aeroservices 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.

20.2 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 Aeroservices.

 

  1. Confidentiality

21.1 The Customer shall keep confidential any Confidential Information that it may acquire and shall not sure the Confidential Information for any purpose other than to perform its obligations under the Contract and will ensure that its officers and employees comply with the provisions of this clause 21.

  1. Severance

22.1 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 and the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

  1. Governing Law and Jurisdiction

23.1 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.

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