Terms and Conditions For Businesses and Trade (AMOBOX, a trading company of AmodioLLP) 1. Interpretation 1.1. In these Conditions the following words have the following meanings: Conditions: the terms and conditions set out in this document; Contract: any contract between the Supplier and the Customer for the sale and purchase of the Sale Goods, supply of the Rental Goods and/or the provision of the Services, incorporating these Conditions; Customer: the person, firm or company who purchases the Sale Goods, Rental Goods and/or Services from the Supplier; Normal Business Hours: means the Supplier’s normal business hours of 09:00 to 17:00 Monday to Friday (excluding bank holidays); Rental Goods: any goods agreed in the Contract to be provided to the Customer on a rental basis in accordance with condition 5; Sale Goods: any goods agreed in the Contract to be sold to the Customer by the Supplier (including any part or parts of them); Services: the services agreed in the Contract to be supplied by the Supplier to the Customer in respect of the installation of the Sale Goods or Rental Goods; Supplier: Amodio LLP (trading as AMOBOX), a limited liability partnership (number OC349661) whose registered office is at 4 & 5 The Cedars Apex 12 Old Ipswich Road Colchester Essex CO7 7QR, (trading office Chambers Bus Garage, Church Sq, Bures, Suffolk, CO85AB). 1.2. In these Conditions, references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced. 1.3. In these Conditions, references to one gender include the other gender and references to the singular include the plural and vice versa. 1.4. The headings to Conditions do not affect the interpretation of these Conditions. 1.5. In these Conditions, the words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding word where a wider construction is possible.
2. Application of terms 2.1. Subject to any variation under condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2. No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract. 2.3. These Conditions apply to all the Supplier's sales of Sale Goods, rental of Rental Goods and the provision of Services and any variation to these Conditions and any representations about the Sale Goods, Rental Goods and/or Services shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Supplier. 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. Nothing in this condition shall exclude or limit the Supplier's liability for fraudulent misrepresentation. 2.4. Each order or acceptance of a quotation for Sale Goods, Rental Goods and/or Services by the Customer from the Supplier shall be deemed to be an offer by the Customer to buy or hire (as the case may be) Sale Goods, Rental Goods and/or Services subject to these Conditions. 2.5. No order placed by the Customer shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the Supplier or (if earlier) the Supplier places an order with its supplier for the Sale Goods ordered by the Customer. 2.6. The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.7. Any quotation is valid for a period of 30 days only from its date, provided that the Supplier has not previously withdrawn it. 2.8. The Supplier reserves the right without liability to the Customer to make any changes to the specification of the Sale Goods or Rental Goods which are required to conform with any applicable statutory, regulatory or EU requirements or to supply Sale Goods or Rental Goods that are different to those specified, provided that such Sale Goods or Rental Goods shall not have a materially different quality or performance to that specified. 2.9. The Customer may only cancel an order (or any part of an order) which the Supplier has already accepted with the Supplier's prior written agreement. The Supplier is not bound to agree any such cancellation and may complete such order even if the Customer purports to cancel it. If the Supplier agrees to the cancellation, it reserves the right to make a cancellation charge, the amount of such cancellation charge to be set out in the quotation.
3. Description 3.1. The quantity and description of the Sale Goods, Rental Goods and Services to be provided shall be as set out in the Supplier's quotation. 3.2. All sample products, drawings, descriptive matter, specifications and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are provided or published for the sole purpose of giving an approximate idea of the Sale Goods or Rental Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4. Delivery of Sale Goods 4.1. The Sale Goods shall be delivered to such address as is specified in the Supplier's quotation or otherwise agreed in writing by the Supplier. If no delivery address is specified in the Supplier's quotation or otherwise agreed in writing, delivery of the Sale Goods shall take place at the Supplier's place of business. 4.2. Unless otherwise agreed in the Supplier's quotation, the Supplier will only be required to deliver the Sale Goods during the Supplier's Normal Business Hours. 4.3. Any dates specified by the Supplier for delivery of the Sale Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. 4.4. Subject to the other provisions of these Conditions the Supplier shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Sale Goods (even if caused by the Supplier's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract, unless such delay exceeds 180 days. 4.5. If for any reason the Customer fails to accept delivery of any of the Sale Goods when they are ready for delivery, or the Supplier is unable to deliver the Sale Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations necessary for the delivery of the Sale Goods: (a) the Sale Goods shall be deemed to have been delivered on the date on which the Supplier notifies the Customer that they are ready for delivery; (b) risk in the Sale Goods shall pass to the Customer once the Sale Goods are deemed to have been delivered (including for loss or damage caused by the Supplier's negligence); and (c) the Supplier may store the Sale Goods until delivery takes place in which event, the Customer shall be liable for all related costs and expenses incurred by the Supplier (including storage and insurance). 4.6. The Customer shall provide at the delivery address and at its expense adequate and appropriate equipment, as specified in the quotation, and manual labour for loading or off-loading the Sale Goods. 4.7. The Supplier may deliver the Sale Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 4.8. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment. Where Sale Goods are delivered in instalments, failure by the Supplier to deliver any one or more of the instalments in accordance with these Conditions will not entitle the Customer to treat the Contract as a whole repudiated or to refuse to accept subsequent instalments.
5. Rental Goods 5.1. The Supplier shall provide to the Customer the use of the Rental Goods at the premises and for the period specified in the quotation. The rental of the Rental Goods shall commence on the date of delivery of the Rental Goods and shall terminate on the date specified in the quotation for collection of the Rental Goods (or such other date as the parties may agree) (Rental Period). For the avoidance of doubt, the Rental Goods shall at all times remain the property of the Supplier and the Customer may only use the Rental Goods for the purposes set out in the quotation. 5.2. Where the Supplier provides Rental Goods to the Customer pursuant to this condition 5, the Supplier shall deliver such Rental Goods to the Customer at the delivery address specified in the quotation (or otherwise agreed in writing by the Supplier) on the date specified in the quotation, unless otherwise agreed by the parties. 5.3. Unless otherwise agreed in the Supplier’s quotation, the Supplier will only be required to deliver the Rental Goods during the Supplier’s Normal Business Hours. 5.4. The Customer shall provide at the delivery address and at its expense adequate and appropriate equipment, as specified in the quotation, and manual labour for loading or off-loading the Rental Goods. 5.5. In the event that the Supplier is unable to collect the Rental Goods on the date specified in the quotation due to any failure by the Customer to provide adequate information or instructions to the Supplier or to provide safe and unobstructed access to the Customer’s premises in order for the Supplier to collect the Rental Goods, then the Rental Period shall be extended until the date on which the Rental Goods are collected from the Customer’s premises by the Supplier. During any extension to the Rental Period pursuant to this condition 5.5, the Supplier shall be entitled to increase the price payable by the Customer for the hire of the Rental Goods during such extension of the Rental Period and the Customer’s obligations under this condition 5 shall continue to apply during such extended period. 5.6. In respect of the Customer’s use of the Rental Goods during the Rental Period (and any extension to the Rental Period pursuant to condition 5.5), the Customer shall: (a) maintain at its own expense the Rental Goods to the same standard of repair as on delivery; (b) not make any alteration, modification or addition to the Rental Goods without the prior written consent of the Supplier; (c) bear the cost of the repair of any damage caused to the Rental Goods whilst the Rental Goods are within the Customer’s possession; (d) not sell, assign, mortgage, let on hire or otherwise dispose or part with the Rental Goods nor attempt or purport to do so; and (e) obtain all necessary licences and consents and comply with all relevant legislation, regulations and local authority requirements in relation to the operation and use of the Rental Goods and any goods that are used by the Customer in connection with the Rental Goods at the Customer’s premises. 5.7. The Customer shall be solely responsible for and indemnify the Supplier in respect of all loss or damage to the Rental Goods (insofar as the Supplier shall not be reimbursed by the proceeds of the insurance under condition 6.1 in respect thereof) however caused occurring at any time during the Rental Period (and any extension to the Rental Period pursuant to condition 5.5).
6. Insurance of Rental Goods 6.1. Risk shall pass to the Customer on delivery of the Rental Goods and shall revert to the Supplier upon termination of the Rental Period, as may be extended pursuant to condition 5.5. The Customer shall throughout the Rental Period (and any extension to the Rental Period pursuant to condition 5.5) keep the Rental Goods insured to their full replacement value as set out in the quotation with a reputable insurance company against loss or damage from all risks (including third party risks). The Customer shall notify such insurers that the Rental Goods are on hire from the Supplier and request the insurers to endorse a note of such interest on the policy of insurance. 6.2. The Customer shall provide copies of the insurance certificate upon request from the Supplier and shall not do any act or thing which may invalidate the insurance. 6.3. Where any event or accident occurs which is a risk covered by the Customer’s policy of insurance, the Customer shall immediately notify the Supplier thereof, shall not compromise any claim without the consent of the Supplier, shall allow the Supplier to take over the conduct of negotiations (except in relation to claims of the Customer for personal injuries, loss of use of the Rental Goods or loss or damage to the property of the Customer unconnected with the Rental Goods) and shall at the expense of the Customer take such proceedings (in the sole name of the Customer or jointly with the Supplier, as the Supplier shall direct) holding all sums recovered together with any moneys received by the Customer under its policy of insurance on trust for the Supplier and paying or applying the same as the Supplier directs. The Customer shall also be liable to pay the Supplier any amount deducted by the insurers by way of excess or otherwise.
7. Provision of Services 7.1. The Supplier shall provide the Services to the Customer at the Customer's premises, as specified in the Supplier's quotation. 7.2. The Supplier will use reasonable endeavours to meet any performance dates specified in the quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. 7.3. Unless otherwise agreed in the Supplier's quotation, the Supplier will only be required to provide the Services during the Supplier's Normal Business Hours. 7.4. If the Supplier's performance of the Services under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
8. Customer's Obligations 8.1. The Customer shall co-operate with the Supplier in respect of the provision of the Services and shall provide the Supplier, its agents, subcontractors, consultants and employees in a timely manner with such access to the Customer's premises and other facilities as required by the Supplier in order to provide the Services. 8.2. It is the Customer's responsibility to obtain and maintain all necessary licences and consents and comply with all relevant legislation, regulations and local authority requirements in relation to the operation and use of the Sale Goods and any goods that are used by the Customer in connection with the Sale Goods at the Customer’s premises.
9. Non-delivery 9.1. The quantity of any consignment of Sale Goods or Rental Goods as recorded by the Supplier on despatch from the Supplier's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary. 9.2. The Supplier shall not be liable for any non-delivery of Sale Goods or Rental Goods (even if caused by the Supplier's negligence) unless the Customer gives written notice to the Supplier of the non-delivery within 3 days of the date when the Sale Goods or Rental Goods would in the ordinary course of events have been received. 9.3. Any liability of the Supplier for non-delivery of the Sale Goods shall be limited to replacing the Sale Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Sale Goods.
10. Risk in & title to the Sale Goods 10.1. The Sale Goods are at the risk of the Customer from the time of delivery. 10.2. Ownership of the Sale Goods shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of: (a) the Sale Goods; and (b) all other sums which are or which become due to the Supplier from the Customer on any account. 10.3. Until ownership of the Sale Goods has passed to the Customer, the Customer shall: (a) hold the Sale Goods on a fiduciary basis as the Supplier's bailee; (b) store the Sale Goods (at no cost to the Supplier) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Supplier's property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Sale Goods; and (d) maintain the Sale Goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Customer shall produce the policy of insurance to the Supplier. 10.4. The Customer may resell the Sale Goods before ownership has passed to it solely on the following conditions: (a) any sale shall be effected in the ordinary course of the Customer's business at full market value; and (b) any such sale shall be a sale of the Supplier's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale. 10.5. The Customer's right to possession of the Sale Goods shall terminate immediately if: (a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or (b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Supplier and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or (c) the Customer encumbers or in any way charges any of the Sale Goods. 10.6. The Supplier shall be entitled to recover payment for the Sale Goods notwithstanding that ownership of any of the Sale Goods has not passed from the Supplier. 10.7. The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Sale Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them. 10.8. Where the Supplier is unable to determine whether any Sale Goods are the goods in respect of which the Customer's right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Supplier to the Customer in the order in which they were invoiced to the Customer. 10.9. On termination of the Contract, howsoever caused, the Supplier's (but not the Customer's) rights contained in this condition 10 shall remain in effect.
11. Price and hire charges 11.1. Unless otherwise agreed by the Supplier in writing, the price or hire charges for the Sale Goods, Rental Goods and Services shall be as set out in the Supplier's quotation. 11.2. The price or hire charges for the Sale Goods, Rental Goods and Services shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Customer shall pay in addition when it is due to pay for the Sale Goods, Rental Goods and/or Services. 11.3. The Supplier reserves the right, by giving notice to the Customer, at any time before delivery to increase the price of the Sale Goods, Rental Goods or the provision of the Services (or the price of any costs or charges payable in addition to the price pursuant to condition 11.2) to reflect: (a) any change in the quantities of the Sale Goods or Rental Goods requested by the Customer; (b) for failure of the Customer’s premises to conform with the assumption that such premises are level with easy access and free from overhead obstructions and upon which assumption the price for delivery of the Sale Goods or Rental Goods or the provision of the Services quoted in the quotation was made is not correct; (c) any requirement to deliver the Sale Goods or Rental Goods or provide the Services outside the Supplier's Normal Business Hours, unless such requirement was expressly stated in the Supplier's quotation; (d) any change in the delivery date(s) or time(s) of the Sale Goods or Rental Goods or any requirement for the Supplier to re-deliver the Sale Goods or Rental Goods if requested by the Customer; (e) any change in the delivery date(s) or time(s) of the Sale Goods or Rental Goods or the date on which the Services are to be provided or any requirement for the Supplier to re-deliver the Sale Goods or Rental Goods or provide the Services on a different date if caused by any failure of the Customer to give the Supplier adequate information or instructions or to provide safe and unobstructed access to the Customer’s premises; (f) any change in the collection date of the Rental Goods requested by the Customer; (g) any change in the collection date of any Rental Goods, or any requirement for the Supplier to collect the Rental Goods on a different date, if caused by any failure of the Customer to give the Supplier adequate information or instructions or to provide safe and unobstructed access to the Customer’s premises; or (h) any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including any increase in the costs of the material or other costs of manufacture or supply).
12. Payment 12.1. Payment of the price for the Sale Goods is due in pounds sterling prior to despatch in accordance with the terms set out in the Supplier's quotation. 12.2. Payment for the Rental Goods and/or Services by the Supplier shall be made in accordance with the terms set out in that quotation. 12.3. Time for payment shall be of the essence. 12.4. No payment shall be deemed to have been received until the Supplier has received cleared funds. 12.5. All payments payable to the Supplier under the Contract shall become due immediately on its termination despite any other provision. 12.6. The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer. 12.7. If the Customer fails to pay the Supplier any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC plc, accruing on a daily basis until payment is made, whether before or after any judgment. Notwithstanding the foregoing, the Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
13. Quality 13.1. Where the Supplier is not the manufacturer of the Sale Goods or Rental Goods, the Supplier shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Supplier. 13.2. Save as provided for in condition 13.1, and except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 and/or the Unfair Terms in Consumer Contracts Regulations 1999) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. Where the Customer is dealing as a consumer, nothing in these Conditions shall affect the Customer's statutory rights.
14. Limitation of liability 14.1. The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer under the Contract, including in respect of: (a) any breach of these Conditions; (b) any use made or resale by the Customer of any of the Sale Goods or Rental Goods; and (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. 14.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 14.3. Nothing in these Conditions excludes or limits the liability of the Supplier: (a) for fraud or fraudulent misrepresentation by the Supplier; (b) for death or personal injury caused by the Supplier's negligence; (c) which cannot be excluded under the Consumer Protection Act 1987; or (d) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability. 14.4. Subject to conditions 14.2 and 14.3: (a) the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount actually paid by the Customer under the Contract for the Sale Goods, Rental Goods and/or Services; and (b) the Supplier shall not be liable to the Customer for loss of profit, loss of business, loss of data, depletion of goodwill, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
15. Assignment 15.1. The Supplier may assign the Contract or any of its rights under it to any person, firm or company or sub-contract all or any of its obligations under it. 15.2. The Customer shall not be entitled to assign the Contract or any of its rights under it without the prior written consent of the Supplier.
16. Force majeure 16.1. The Supplier shall not be liable for any delay in meeting, or failure to meet, its obligations under the Contract as a result of any circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or suppliers or inability or delay in obtaining supplies of adequate or suitable materials (a Force Majeure Event) and the Supplier reserves the right (without limitation) to defer the date of delivery or to cancel the Contract or reduce the volume of the Sale Goods or Rental Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to such Force Majeure Event, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Supplier to terminate the Contract.
17. Communications 17.1. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax: (a) (in case of communications to the Supplier) to its registered office or such other address as shall be notified to the Customer by the Supplier; or (b) (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer. 17.2. Communications shall be deemed to have been received: (a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or (b) if delivered by hand, on the day of delivery; or (c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
18. General 18.1. Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not. 18.2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 18.3. Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 18.4. Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 18.5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 18.6. This 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 submit to the exclusive jurisdiction of the English courts.