Terms and Conditions

1. INTERPRETATION

By ordering any goods from the Seller, the Buyer will be deemed to accept that these conditions take precedence over any other conditions on or in any letter, order form, acceptance form, receipt or the like received by the Seller in connection with the goods so ordered and that no such other conditions will form part of the contract between the Seller and the Buyer, unless specifically agreed in writing.

2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 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.
2.6 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. GOODS
3.1 The Goods are described in the Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of the Goods Specification. The Company shall not be liable for any material defects in the Goods resulting from a Goods Specification supplied by the Customer. This clause 3.2 shall survive termination of the Contract.
3.3 The Company reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.

4. DELIVERY OF GOODS
4.1 The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Company reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.2 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.6 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.7 Any loss or damage to the Goods in transit must be noted on the delivery note of the carrier and notified to the Company within 48 hours of delivery of the Goods. In the event of nondelivery the Customer must notify the Company within 5 days of receipt of an invoice for the Goods.
4.8      If no time for deliver is specified in the contract, the Buyer shall be bound to accept the goods when they are ready for delivery by the Seller.

4.9   The risk in goods shall pass to the Buyer when the goods are delivered to the Buyer, or in accordance with his instructions. Any compliant of short delivery or of damaged goods in transit must be notified within 24 hours of receipt of goods and confirmed in writing at that time by the Buyer to the Seller and any complaint of failure to deliver goods invoiced must be so notified within ten days of the date of the invoice.

4.10  Each delivery will constitute a separate contract and any failure or defect in any one delivery will not vitiate the contract as to the remaining deliveries.
4.11  Any time or date for delivery named by the Seller is an estimate only and the Seller shall not accept liability for any loss or damage or any consequential loss arising directly or indirectly from delay in deliver however caused.

5. QUALITY OF GOODS/WARRANTY
5.1 The Company warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall: (a) conform in all material respects with their description and any applicable Goods Specification; (b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause  5.1; 
(b) the Company is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s Premises at the Customer’s cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Company shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if: 
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2; 
(b) the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Company following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Company;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
(g) the defect arises as a result of any failure or defect in any Consumable
5.4 Except as provided in this clause 5, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Company under clause 5.2.

6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer from the time of despatch of the Goods from the Company’s Premises.
6.2 Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for: (a) the Goods; and (b) any other goods that the Company has supplied to the Customer in respect of which payment has become due. 
6.3 Until title to the Goods has passed to the Customer, the Customer shall: (a) hold the Goods on a fiduciary basis as the Company's bailee; (b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company's behalf from the date of delivery; (e) notify the Company immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l); and (f) give the Company such information relating to the Goods as the Company may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l), or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. SUPPLY OF SERVICES
7.1 The Company shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 The Company shall use all reasonable endeavours to meet any agreed performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
7.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill.

8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:- (a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate; (b) co-operate with the Company with all matters relating to the Services; (c) provide the Company its employees agents consultants and sub-contractors with access to the Customer’s premises office accommodation and other facilities as are reasonably required by the Company to provide the Services. Any costs incurred by the Company in the event of delay in obtaining access arranged by the Customer shall be charged to and be paid for by the Customer; (d) provide the Company with such information and materials as the Company may reasonably require to supply the Services and ensure that such information is accurate in all material respects; (e) prepare the Customer’s premises for the supply of the Services; (f) unless otherwise agreed in writing by the Company obtain all approvals or consents for any works carried out by the Company pursuant to the Contract as may be required by statute contract landlord permission or otherwise including for the avoidance of doubt all necessary planning consents; (g) be responsible for ensuring compliance with any requirement statutory or otherwise concerning health safety or welfare on the premises of the Customer or any clients of the Customer or any premises required to be visited on behalf of the Customer; (h) at its own cost provide a suitable electricity supply on the site of the installation of the goods at transformer positions to be adjacent to the proposed position of the Goods. If the Customer does not so provide the Company will only install such supply with the consent of and at the expense of the Customer
(i) keep and maintain all materials equipment documents and other property of the Company (Company Materials) at the Customer’s premises in safe custody at its own risk maintain the Company Materials in good condition until return to the Company and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation
8.2 If the Company’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):- (a) the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; (c) the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.

9. CHARGES AND PAYMENT
All quotations and tenders are given by the Seller on condition that the Seller shall not be bound until it has communicated its written acceptance of the Buyers order. The Seller reserves the right to charge for any unforeseen and additional work that may be required once work has commenced.
Except where a price is stated to be ‘fixed’ by the Seller on its written acceptance of the buyer’s order any price quoted by the Seller or comprised in the order or contact is provisional only and the actual price to be paid by the Buyer shall be the Seller’s price ruling at the date of dispatch. All prices quoted or accepted are exclusive of Value Added Tax and the contract price shall be such prices plus VAT.
Goods invoiced shall be paid for by either pro-forma or on collection of satisfactory goods, as agreed with the Seller. Buyers who have agreed Credit Accounts with the Seller will pay no later than 30 days from date of invoice. If terms of payment are not complied with, the Seller shall have the right to charge interest of 5% for every month or part of a month between the due date of payment and final settlement.
If the buyer does not have a credit account with the Seller, a deposit will be required before work commences. Amount to be discussed with Buyer. Final payment will be required on completion of work.
9.1 The price for Goods and Services shall be the price set out in the Order (“the Price”).
9.2 The Company reserves the right to increase the Price of:- (a) in the reasonable opinion of the Company it is necessary to use any specialist equipment for the proper performance of the Contract(b) any part of the Contract is at the request of the Customer or otherwise performed outside Normal Working Hours; (c) the cost of any materials to be used by the Company during the performance of the Contract increases as a result of circumstances beyond the Company’s control.
9.3 In respect of Goods, the Company shall, unless it has previously notified the Customer, invoice the Customer on or at any time after completion of delivery. In respect of Services, the Company shall, unless it has previously notified the Customer, invoice the Customer on completion of the Services.
9.4 The Customer shall pay each invoice submitted by the Company within 30 days of the earliest of the following events: (a) the date of the delivery of the Goods in circumstances where the Contract is for the supply of Goods only; and (b) the date of completion of the Services in circumstances where the Contract is for the supply of Goods and Services or for Services only, and (c) the date of the Company’s invoice time for payment shall be of the essence of the Contract.
9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.6 Without limiting any other right or remedy of the Company, if the Customer fails to make any payment due to the Company under the Contract by the due date for payment (Due Date), the Company shall have the right to charge interest on the overdue amount at the rate of 5 per cent per annum above the then current Lloyds TSB Bank plc base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
9.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, setoff or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.
10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to the Customer.
10.3 All Company Materials including all tools dyes and patterns used in the manufacture of the Goods are the exclusive property of the Company even if the whole or part of the cost for such tools dyes or patterns have been charged to and paid for by the Customer.
 
11. CONFIDENTIALITY
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing
Party's business or its products or its services which the Receiving
Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract.

12. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude the Company's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (e) defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1: (a) the Company 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, or any indirect or consequential loss arising under or in connection with the Contract ; and (b) the Company shall under no circumstances whatever be liable to the Customer for any loss or damage caused to the Customer’s premises or property during the performance of the Contract; and (c) the Company shall under no circumstances whatever be liable to the Customer for any loss or damage suffered by the Customer arising out of any defect in the Customer’s premises
12.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 12 shall survive termination of the Contract

13. TERMINATION
13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within seven days after receipt of notice in writing of the breach; (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enter into any compromise or arrangement with its creditors; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; (e) the other party (being an individual) is the subject of a bankruptcy petition or order; (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); (h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to clause 13.1(i) (inclusive); (k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or (l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2 Without limiting its other rights or remedies, the Company may terminate the Contract: (a) by giving the Customer one month’s written notice; (b) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract, or any other contract being performed by the Company on behalf of the Customer, on the due date for payment.
13.3 Without limiting its other rights or remedies, the Company shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if: (a) the Customer fails to make pay any amount due under this Contract, or any other contract being performed by the Company on behalf of the Customer, on the due date for payment; or (b) the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l), or the Company reasonably believes that the Customer is about to become subject to any of them.

14. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason: (a) the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt; (b) the Customer shall return all of the Company Materials which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; (c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
Reservation of Title
All goods sold to the buyer from the seller remain the full property of the seller until paid in full.
Upon any sale, dispersal, or insolvency by you of the goods either alone or with other items all rights which you have against the buyer shall automatically vest in us:
We shall be entitled immediately after giving notice of our intention to repossess, to enter upon any premises with such transportation and access equipment as may be necessary and repossess any goods to which we have title under this Clause:
You shall not be entitled to pledge or in any other way charge by way of security any of the goods which remain our property but in the event you do so all moneys owing by you to us shall without prejudice to any other right or remedy available to us forthwith become due and payable.

15. GENERAL
15.1 Force majeure: (a) For the purposes of the Contract, Force Majeure
Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. (b) The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. (c) If the Force Majeure Event prevents the Company from providing any of the Services and/or Goods for more than eight weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer. 15.2 Assignment and subcontracting: (a) The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. (b) The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.3 Notices: (a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid firstclass post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number. (b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid firstclass post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission. (c) This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail. 15.4 Waiver and cumulative remedies: (a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. (b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law. 15.5 Severance: (a) If a court or any other 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 deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
15.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
15.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Company.
15.9 Governing law and jurisdiction: 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 irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.