1. Definitions and interpretation
1.1 Definitions. In these Conditions (as such term is defined below), the following definitions apply:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 12.7;
“Contract” means the contract between Rigby and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions;
“Delivery Location” has the meaning given to it in clause 4.2;
“Delivery Period” means the delivery period specified in the Order Confirmation or such other period agreed between the parties, in either case not commencing unless and until the Purchaser has confirmed in writing to Rigby that it has all necessary licences, permits and certificates to perform its obligations under the Contract (including weapon trading permits and import licences), in which case the Delivery Period shall commence no earlier than on the Business Day after the Purchaser has provided such written confirmation to Rigby;
“Force Majeure Event” has the meaning given in clause 10;
“Goods” means the goods and products (or any part of them) set out in the Order;
“Order” means the Purchaser’s order for the Goods, as set out in the Purchaser’s purchase order form, or overleaf (as the case may be);
“Order Confirmation” has the meaning given to it in clause 2.3(a);
“Purchaser” means the person or firm who purchases the Goods from Rigby;
“Rigby” means John Rigby & Co. (Gunmakers) Ltd (registered in England and Wales with company number 08493364);
“Specification” means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Purchaser and Rigby; and
“VAT” has the meaning given to it in clause 7.3.
1.2 Construction. In these Conditions, the following rules apply:
(a) a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) 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;
(d) references to international trading clauses shall be interpreted in accordance with the Incoterms of the International Chamber of Commerce in Paris valid at the time at which the Contract comes into existence.
(e) 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; and
(f) a reference to “writing” or “written” includes faxes but not e-mails.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Purchaser 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 Purchaser to purchase the Goods in accordance with these Conditions. The Purchaser is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted on the earlier of:
(a) Rigby issuing a written acceptance of the Order within ten (10) Business Days of receipt of the Order (the “Order Confirmation”); and
(b) Rigby doing any act consistent with fulfilling the Order and/or Rigby completing delivery of Goods in accordance with these Conditions, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Rigby which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by Rigby and any descriptions or illustrations contained in Rigby’s catalogues or brochures (both in hard copy and soft copy) are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation for the Goods given by Rigby shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue.
3.1 The Goods are described in Rigby’s catalogue as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Purchaser, the Purchaser shall indemnify Rigby 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 Rigby in connection with any claim made against Rigby for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Rigby’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Rigby reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.1 Unless otherwise agreed between the parties, the delivery of Goods shall be Ex Works (EXW) 13-19 Pensbury Place, London, SW8 4TP (Incoterms 2010).
4.2 The Purchaser shall collect the Goods from Rigby’s premises at John Rigby & Co. (Gunmakers) Ltd, 13-19 Pensbury Place, London, SW8 4TP] or such other location as may be advised by Rigby prior to delivery (the “Delivery Location”) within three (3) Business Days of the Delivery Period.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.5 Rigby shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, or the Purchaser’s failure to provide Rigby with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods, or any other reason outside of Rigby’s control, but shall notify the Purchaser of such delay, the reasons for it and a new estimated delivery date. In the event that such delay arises from a lack of availability of Goods (for whatever reason, including a delay in supply of Goods to Rigby by its suppliers or a Force Majeure Event), Rigby may terminate the Contract (in whole or in part) with immediate effect and shall return all amounts paid by the Purchaser to Rigby in respect of such Goods.
4.6 Without limiting any of its other rights or remedies, in the event of a delay in delivery of Goods for reasons other than those specified in clause 4.5, the Purchaser may terminate the Contract, where the delay is more than ninety (90) calendar days of the end of the Delivery Period.
4.7 In the event of a delay in delivery of Goods for reasons other than those specified in clause 4.5, the Purchaser may at its option claim half a percent (0.5%) of the net price of the delayed Goods (by its delivery value) for each completed calendar week’s delay in delivery by way of liquidated damages, up to a maximum of five percent (5%) of the total net price of the delayed Goods (by its delivery value) , as compensation for losses incurred by the Purchaser arising from the delay. The parties confirm that these sums represent a genuine pre-estimate of the Purchaser’s loss which is without prejudice to Rigby’s rights to prove that the Purchaser has suffered no loss or a lesser loss than the pre-estimated amount. If the Purchaser exercises its rights under this clause 4.7, it shall not be entitled to any of the remedies set out in clause 4.6 in respect of the Goods’ late delivery.
4.8 If the Purchaser fails to take delivery of the Goods within three (3) Business Days of the Delivery Period, then, except where such failure or delay is caused by a Force Majeure Event or Rigby’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the end of the Delivery Period; and
(b) Rigby shall store the Goods until delivery takes place, and charge the Purchaser for all related costs and expenses (including insurance).
4.9 If ten (10) Business Days after the end of the Delivery Period, the Purchaser has not taken delivery of them, Rigby may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Purchaser for any excess over the price of the Goods or charge the Purchaser for any shortfall below the price of the Goods.
4.10 Rigby 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 Purchaser to cancel any other instalment.
5.1 The Purchaser shall inspect the Goods without delay after delivery by Rigby.
5.2 Rigby shall ensure that on delivery, the Goods shall:
(a) conform in all material respects with their description and any applicable Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.3 Subject to clause 5.4, if:
(a) the Purchaser gives notice in writing to Rigby without delay following discovery that some or all of the Goods do not comply with clause 5.2;
(b) Rigby is given a reasonable opportunity of examining such Goods; and
(c) the Purchaser (if asked to do so by Rigby) returns such Goods to Rigby’s place of business,
Rigby shall, at its sole discretion and option, repair or replace the defective Goods, or refund the price of the defective Goods in full, and the Purchaser hereby agrees to give Rigby all necessary time and opportunity to take any such actions.
5.4 Rigby shall not be liable for Goods’ failure to comply with the provisions of clause 5.2 in any of the following events:
(a) in the case of a manifest defect, the Purchaser fails to comply with the provisions of clause 5.1 and/or the Purchaser fails to give written notice of such manifest defect to Rigby within two (2) Business Days of the delivery date of the Goods, and in such case the Purchaser shall be deemed to have accepted the Goods and may make no claim for any manifest defects;
(b) in the case of a latent defect, the Purchaser fails to give written notice of such latent defect within one (1) year of the delivery date of the Goods, and in such case the Purchaser may make no claim for any latest defects;
(c) the Purchaser makes any further use of such Goods after giving notice in accordance with clause 5.3;
(d) the defect arises because the Purchaser failed to follow Rigby’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(e) the defect arises as a result of Rigby following any drawing, design or Specification supplied by the Purchaser;
(f) the Purchaser alters (including by processing, mixing or combining the Goods with other products) or repairs such Goods without the written consent of Rigby;
(g) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(h) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
(i) the defect is not a material deviation from the Order or any description or Specification, or is a deviation that is usual in the ordinary course of the business (including as to colour shadings and woodgrain).
5.5 If upon examination of the Goods by Rigby, it determines (at its sole discretion) that the Goods:
(a) do not comply with clause 5.2, expenses associated with the examination of the Goods by Rigby (excluding, for the avoidance of doubt, costs related to any required uninstallation, disassembling or unfitting of the Goods if Rigby did not install, assemble or fit the Goods) shall be borne by Rigby;
(b) do comply with clause 5.2, all expenses associated with the examination of the Goods (including all labour and material costs) shall be borne by the Purchaser.
5.6 Except as provided in this clause 5, Rigby shall have no liability to the Purchaser in respect of the Goods’ failure to comply with the provisions of clause 5.2. For the avoidance of doubt, Rigby shall have no liability whatsoever for the manufacturing process of its suppliers.
5.7 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.
5.8 These Conditions shall apply to any repaired or replacement Goods supplied by Rigby.
5.9 For the avoidance of doubt, manufacturer’s guarantees included with Goods delivered by Rigby are granted solely in favour of final consumers of Goods and may only be relied upon by such persons. The Purchaser acknowledges and agrees that it is not a final consumer of the Goods and that, accordingly, it may not rely on any such guarantees.
6. Title and risk
6.1 The risk in the Goods shall pass to the Purchaser on completion of delivery pursuant to clause 4.3 or clause 4.8(a) (as the case may be).
6.2 Title to the Goods shall not pass to the Purchaser until Rigby receives payment in full (in cash or cleared funds) for the Goods and any other goods that Rigby has supplied to the Purchaser in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums. Until such time as payment has been made in full, the Goods may not be pledged by the Purchaser to third parties nor transferred as security. The Purchaser shall notify Rigby immediately In the event that the Goods are seized by third parties in any manner, providing full details of the same to Rigby.
6.3 Without prejudice to all other rights and remedies it may have, Rigby may rescind the Contract and demand surrender of Goods to it in the event of a material breach by the Purchaser of the Contract.
6.4 The Purchaser may resell and/or use/process the Goods in the ordinary course of its business (but not otherwise) before Rigby receives payment for the Goods. In such event, the following provisions shall apply:
(a) any resale and/or use/processing by the Purchaser is done as principal and not as Rigby’s agent;
(b) Rigby’s rights over title to the Goods shall extend to products arising as a result of the Goods being processed, mixed or combined, with Rigby being deemed as manufacturer of such products. If in the course of the Goods being processed, mixed or combined with goods of third parties, the title rights of such third parties survive, Rigby shall acquire joint title rights to the processed, mixed or combined goods, in the proportion of the invoice values of the processed, mixed or combined goods;
(c) claims against third parties arising from the resale of the Goods or the resale of products arising as a result of the Goods being processed, mixed or combined, are hereby assigned in full by the Purchaser to Rigby (and the Purchaser agrees to do all such acts and things as are necessary to effect such assignment at the time). The Purchaser shall notify Rigby immediately in the event that any such claims arise, providing full details of the same to Rigby; and
(d) notwithstanding the assignment under clause 6.4(c), the Purchaser, together with Rigby, remains entitled to collect claims. Rigby undertakes not to collect claims, provided that the Purchaser has met all payment obligations to Rigby and is not subject to any of the events listed in clause 8.2, in which case, the Purchaser shall provide all data necessary for the collection of the claims (including the identity of the debtor and the nature of the claims), hand-over relevant documents to Rigby and notify the third party debtors of the assignment of the claims to Rigby.
7. Purchase price and payment
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Rigby’s price list in force as at the date of delivery.
7.2 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Purchaser.
7.3 The price of the Goods shall be Ex Works (EXW) (Incoterms 2010) plus value added tax (“VAT”) and other government fees and charges (including customs duties and fees).The Purchaser shall, on receipt of a valid VAT invoice from Rigby, pay to Rigby such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.4 The Purchaser shall pay the invoice in full and in cleared funds immediately and without deduction on presentation of the invoice by Rigby and prior to delivery of the Goods, unless otherwise agreed between the parties. Payment shall be made by way of wire transfer, in GBP, to the bank account specified in the invoice. Time of payment is of the essence.
7.5 If the Purchaser fails to make any payment due to Rigby under the Contract by the due date for payment, then the Purchaser shall pay interest on the overdue amount at the then applicable statutory rate of interest (currently, eight and a half percent (8.5%), being eight percent (8%) above the Bank of England’s base rate (currently, half a percent (0.5%))) on a per annum basis from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Purchaser shall pay the interest together with the overdue amount.
7.6 The Purchaser shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law or in circumstances under which Rigby consents to the set-off, counterclaim, deduction or withholding in writing). Rigby may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Purchaser against any amount payable by Rigby to the Purchaser.
8. Termination and suspension
8.1 If the Purchaser becomes subject to any of the events listed in clause 8.2, Rigby may terminate the Contract with immediate effect by giving written notice to the Purchaser.
8.2 For the purposes of clause 8.1, the relevant events are:
(a) the Purchaser 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 or limited liability partnership) 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;
(b) the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Purchaser is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
(c) (being a company) 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 Purchaser, other than for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
(d) (being a company) 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 Purchaser;
(e) (being a company) the holder of a qualifying floating charge over the Purchaser’s assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Purchaser’s assets or a receiver is appointed over the Purchaser’s assets;
(g) (being an individual) the Purchaser is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Purchaser 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 fourteen (14) days;
(i) any event occurs, or proceeding is taken, with respect to the Purchaser in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub-clause (a) to clause (f) (inclusive);
(j) the Purchaser suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Purchaser’s financial position deteriorates to such an extent that in Rigby’s opinion the Purchaser’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Purchaser dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3 Without limiting its other rights or remedies, Rigby may suspend provision of the Goods under the Contract or any other contract between the Purchaser and Rigby if the Purchaser becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(l) or Rigby reasonably believes that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any amount due under this Contract on the due date for payment.
8.4 On termination of the Contract for any reason, the Purchaser shall immediately pay to Rigby all of Rigby’s outstanding unpaid invoices and interest.
8.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
8.7 If a client is added to a sanctions list during an order, we hold the right to retain any deposits to cover costs thus far.
9. Limitation of liability
9.1 Nothing in these Conditions shall limit or exclude Rigby’s liability for:
(a) death or personal injury caused by its negligence, or by the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) any matter in respect of which it would be unlawful for Rigby to exclude or restrict liability.
9.2 Subject to clause 9.1 and the provisions of clause 5:
(a) Rigby excludes all liability for loss or damages howsoever arising, unless such liability is directly caused by the gross negligence, wilful act or wilful default of Rigby or its employees, agents or subcontractors (as applicable);
(b) Rigby shall under no circumstances whatsoever be liable to the Purchaser, 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
(c) Rigby’s total liability to the Purchaser in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstance exceed the purchase price for the Goods.
10. Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11. Foreign trade and weapons law
11.1 The Purchaser acknowledges and agrees that:
(a) the purchase, sale, resale and other dealing with the Goods (including technology linked thereto, software or documentation), may be subject to the foreign trade and/or export control laws of Germany, the European Union, the USA and other jurisdictions;
(b) in particular, the sale of Goods to embargoed countries, to listed persons and/or persons who use the Goods and services for military purposes may be prohibited or subject to licence; and
(c) in addition, dealing with weapons and ammunition in Germany and possibly also abroad is subject to special statutory provisions (in particular, weapons legislation).
11.2 The Purchaser shall, including vis-à-vis Rigby, act at all times in compliance with all applicable laws and all national and international regulations (including foreign trade and weapons laws applicable to it), and in particular shall only conduct purchase, trade, import, export, implementation and shipment activities when in possession of all official licences and certifications required in each case, at all times. In the event of breach of the obligations of this clause 11 by the Purchaser, Rigby reserves all its rights to compensation for losses (and otherwise) arising there from caused to Rigby, and the Purchaser shall indemnify Rigby 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 Rigby in respect of any third party claims. This clause 11.2 shall survive termination of the Contract.
12.1 Assignment and other dealings. Rigby may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Purchaser may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Rigby.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case), or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or fax.
(b) A notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address referred to in clause 12.2(a); (ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; (iii) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, (iv) if sent by fax, one (1) Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.6 Remedies. Except as otherwise provided, each party’s rights and remedies under the Contract are in addition to its rights and remedies implied by statute and common law.
12.7 Variation. These Conditions may be amended and updated by Rigby from time to time (at its discretion). Rigby shall notify the Purchaser of any such changes to these Conditions within a reasonable period of time following their amendment. Except as set out in these Conditions, no other variation of the Contract, shall be effective unless it is in writing and signed by Rigby.
12.8 Governing law. 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. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from the Contract.
12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).