Guardian Automotive Limited
October 2026
1. INTRODUCTION
1.1. These terms of business (Terms) constitute the terms and conditions on which Guardian Automotive Limited (Company) supplies goods (Goods) to you (Customer).
1.2. Each order accepted by the Company in accordance with clause 2.1, together with these Terms, constitutes a contract (Contract) between the Customer and the Company. The Company may issue a delivery note (Delivery Note) in connection with delivery of the Goods.
1.3. These Terms shall prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order, terms and conditions, confirmation of order or acceptance of a quotation supplied by the Customer, or implied by law, practice or course of dealing. These Terms do not apply to the provision of services.
1.4. Any variation to these Terms or representation about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company.
1.5. 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 these Terms. Nothing in this clause excludes or limits the Company's liability for fraudulent misrepresentation.
2. ORDERS AND ACCEPTANCE
2.1. An order for Goods may be placed by the Customer by telephone, in writing or through the Company's website. An order is accepted only when the Company confirms its acceptance in writing, including by issuing a Delivery Note to the Customer.
2.2. The Company may accept or refuse any order. The Company may also cancel or suspend delivery of any order, or any part of an order, to the extent that the relevant Goods have not yet been delivered.
2.3. The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate and shall provide the Company with such information as the Company may reasonably require to fulfil the order.
2.4. The Customer may not cancel or amend an order after it has been accepted by the Company except with the Company's prior written agreement and then only on terms that the Customer indemnifies the Company against all losses, costs, charges and expenses incurred by the Company as a result of the cancellation or amendment.
Telephone Orders
2.5. Where the Customer places an order by telephone, the Customer is responsible for checking that the Delivery Note and the Goods delivered match its order. The Company shall not be liable for any error arising from an order placed by telephone unless the Customer notifies the Company in accordance with clause 9.2 or clause 12.2, as applicable.
3. PRODUCT INFORMATION AND SPECIFICATIONS
3.1. The quantity and description of the Goods shall be as set out in the Company's delivery note.
3.2. All samples, descriptive matter and advertising issued by the Company and any descriptions or illustrations contained in the Company's website, product sheets, catalogues, brochures or other marketing materials are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the contract and this is not a sale by sample.
3.3. Any specification for the Goods shall be binding only if agreed in writing by the Company.
3.4. The Company may amend the specification of the Goods provided that the amendment does not materially adversely affect the nature or quality of the Goods.
3.5. The Company may make any amendment required by applicable law or regulatory requirements.
4. PART NUMBERS AND PACKS
4.1. Unless otherwise stated by the Company, each part number refers to the complete pack in which the relevant Goods are supplied, not to an individual unit.
4.2. If the part number and description stated in an order conflict, the part number shall prevail.
5. PRICE
Pricing
5.1 The price for the Goods shall be the Company's published price applicable to the Customer at the time it places its order, unless a promotional price applies.
Price List Changes
5.2. The Company may revise its price list from time to time. Unless the Company and the Customer otherwise agree in writing, the Company will aim, but is not obliged, to give the Customer 30 days' written notice of any revision. Any revised price list shall apply to Goods delivered or deemed delivered on or after its effective date.
5.3. Without prejudice to clauses 5.1 and 5.2, the Company may increase the price for the Goods to reflect any additional costs incurred by the Company, to the extent that those costs are not otherwise payable by the Customer under clause 5.5, as a result of:
5.3.1. any request by the Customer to change the delivery date, quantity or type of Goods ordered; or
5.3.2. any delay caused by any instruction of the Customer or the Customer's failure to give the Company adequate or accurate information or instructions.
Taxes And Other Charges
5.4. The price for the Goods shall be exclusive of any value added tax.
5.5. Unless otherwise agreed by the Company in writing, the Customer shall pay, in addition to the price for the Goods:
5.5.1. value added tax properly chargeable on the supply of the Goods; and
5.5.2. all costs or charges in relation to packaging, loading, unloading, carriage, freight, shipping, insurance, customs clearance and any import, export or other duties, tariffs, levies or taxes (other than taxes assessed on the Company's net income).
The Customer shall pay those amounts at the same time as it is due to pay for the relevant Goods.
6. PAYMENT
Payment Terms
6.1. Subject to clause 6.4, the Customer shall pay each invoice in full, in the currency in which it is issued, within 60 days of the date of the invoice, to the bank account nominated in writing by the Company. The Company may invoice the Customer on acceptance of the relevant order or at any time after that.
6.2. Time for payment shall be of the essence.
6.3. No amount payable under the Contract shall be treated as paid until the Company, or any nominee or assignee notified by the Company, has received it in full in cleared funds.
6.4. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
6.5. Subject to clause 6.9, 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 except for any deduction or withholding required by law, or pursuant to a final court order requiring the Company to pay an amount equal to that deduction to the Customer.
Late Payment
6.6. If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, the Customer shall pay interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time), from the due date until payment in full, whether before or after judgment. The Company may also recover any fixed compensation and reasonable costs of recovery to which it is entitled under that Act.
6.7. Without limiting any other right or remedy, if the Customer fails to pay any amount due under the Contract on the due date for payment, the Company may suspend delivery of any Goods under the Contract or any other contract between the Company and the Customer until it has received payment in full of the overdue amount, interest and any compensation or recovery costs due under clause 6.6.
6.8. Without limiting any other right or remedy, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
Invoice Disputes
6.9. If the Customer disputes an invoice or any part of an invoice (Dispute), the Customer shall notify the Company in writing no later than 8 days before the due date for payment or, where the payment period is 14 days or less, no later than the due date for payment, specifying the amount disputed and the reasons for the Dispute in reasonable detail. If the Customer does not give notice of a Dispute within that period, the invoice shall be deemed accepted and the Customer may not dispute it. The Customer shall pay any undisputed part of an invoice by the due date for payment. The Company shall provide such evidence as may reasonably be necessary to verify a Disputed amount. The parties shall use reasonable endeavours to resolve any Dispute promptly. Following resolution of a Dispute, the Customer shall pay the amount agreed or determined to be due within five business days.
Credit Arrangements
6.10. The Company may review the Customer's creditworthiness at any time and may require the Customer to make advance payment, provide security or agree such other credit arrangements as the Company reasonably considers appropriate as a condition of accepting an order or making any further delivery of Goods.
6.11. The Company may apply any payment received from the Customer to any invoice, interest, costs or other sum due from the Customer in such order as the Company determines.
7. RETURNS
7.1. The Customer may not return Goods without the Company's prior written authorisation.
7.2. Except as set out in clause 12.4 above, the Company is not required to accept Goods. If the Company agrees to accept correctly supplied Goods for credit, it may issue a credit for the price of those Goods less a handling charge equal to 10% of that price. The Customer shall not be entitled to any credit or refund for any costs or charges other than the price paid by the Customer for the Goods and any applicable VAT unless the Company agrees otherwise in writing.
7.3. The Customer shall return all Goods at its own cost and carriage paid, unless the Company agrees otherwise in writing.
7.4. This clause 7 does not apply where the Company accepts that Goods are defective under clause 12.4.
8. DELIVERY
Delivery Times
8.1. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the address provided by the Customer, and delivery shall be completed on the completion of unloading of the Goods at that place.
8.2. Where an order for in-stock Goods is placed by 4pm on a business day, the Company shall use its reasonable endeavours to deliver those Goods on the next business day where the delivery address is in the United Kingdom. However, time for delivery is not of the essence and shall not be made of the essence by notice.
Failure To Accept Delivery
8.3. Subject to clause 13, the Company shall not be liable for any delay in delivery of the Goods, and any delay shall not entitle the Customer to terminate or rescind the Contract.
8.4. If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences, or authorisations:
8.4.1. risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence, subject to clause 13); and
8.4.2. the Goods shall be deemed to have been delivered; and
8.4.3. the Company may store the Goods until actual delivery takes place and charge the Customer for all reasonable related costs and expenses (including insurance).
8.5. If 4 business days after the Company notifies the Customer that the Goods are ready for delivery the Customer has not accepted actual delivery, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable costs and expenses related to storage (including insurance) and resale, charge the Customer for any shortfall below the price of the Goods.
Instalments
8.6. The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of clause 6.
8.7. Each instalment shall constitute 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 order or instalment.
Quantity Tolerance
8.8. If the Company delivers up to and including 5% more or less than the quantity of Goods ordered, the Customer may not reject them, but the Company shall make a pro rata adjustment to the invoice for the Goods.
9. NON-DELIVERY
9.1. The quantity of any consignment of Goods as recorded by the Company on despatch from the Company'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 Company shall not be liable for any non-delivery unless the Customer gives written notice to the Company of non-delivery within 7 days of the date when the Goods would, in the ordinary course of business, have been received.
9.3. Subject to clause 13, any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice for such Goods. This shall be the Customer's sole remedy.
10. RISK AND TITLE
10.1. The Goods are at the risk of the Customer from the time of delivery or deemed delivery under clause 8.4.
10.2. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or in cleared funds) all sums due to it in respect of:
10.2.1 the Goods; and
10.2.2. all other sums which are or which become due to the Company from the Customer on any account.
10.3. Until ownership of the Goods has passed to the Customer, the Customer shall at its own cost:
10.3.1. hold the Goods on a fiduciary basis as the Company's bailee;
10.3.2. store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;
10.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
10.3.4. maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and
10.3.5. notify the Company immediately if it becomes subject to any of the events listed in clause 10.5 and give the Company such information as the Company may reasonably require from time to time relating to the Goods and the Customer's ongoing financial position.
10.4. The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
10.4.1. any sale shall be effected in the ordinary course of the Customer's business at full market value; and
10.4.2. any such sale shall be a sale of the Company'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 Goods shall terminate immediately if:
10.5.1. the Customer makes or proposes any composition, compromise or arrangement with its creditors, applies for or obtains a moratorium under Part A1 of the Insolvency Act 1986, has a receiver, administrator or administrative receiver appointed over all or any part of its assets, enters into liquidation (whether voluntarily or compulsorily, except for the purposes of a bona fide solvent reconstruction or amalgamation), is the subject of any bankruptcy or other insolvency proceedings, or any event occurs or proceeding is taken in any jurisdiction with respect to the Customer which has an effect equivalent or similar to any of the foregoing;
10.5.2. the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business, or its financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or (c) the Customer encumbers or in any way charges any of the Goods.
10.6. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
10.7. The Customer grants to the Company, its agents and employees an irrevocable licence at any time to enter any premises where the 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 Company is unable to determine whether any 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 to the Customer in the order in which they were invoiced to the Customer.
10.9. On expiry or termination of the Contract, howsoever caused, the Company's (but not the Customer's) rights contained in this clause 10 shall remain in effect.
11. CUSTOMER COMPLIANCE RESPONSIBILITIES
11.1. The Customer shall be responsible for obtaining and maintaining all licences, permissions, approvals and consents required for the import, export, resale, installation, use or disposal of the Goods after delivery, and for compliance with all laws and regulatory requirements applicable in the place where the Goods are imported, exported, resold, installed or used, except to the extent that the Company is expressly required by applicable law to comply with them.
11.2. The Customer shall provide the Company in writing with any destination-specific or application-specific requirements before placing its order, but acceptance of an order does not bind the Company to abide by such requirements.
12. QUALITY
Warranty
12.1. The Company is not the manufacturer of the Goods. However, the Company warrants that, on delivery and for 12 months from the date of delivery, the Goods shall be free from material defects in materials and workmanship.
Inspection And Defects
12.2. The Customer shall inspect the Goods on delivery and shall notify the Company in writing of any defect, damage, shortage or non-conformity that is apparent on normal visual inspection within 14 days after delivery.
12.3. The Customer shall notify the Company in writing of any latent defect within a reasonable time after it becomes apparent, and in any event within the period set out in clause 12.1. The Customer shall give the Company a reasonable opportunity to examine the relevant Goods.
12.4 If the Company accepts that the Goods are defective, the Company may, at its option, repair or replace the defective Goods or issue a credit note or refund for their price. This shall be the Customer's sole remedy for the relevant defect, subject to clause 13.3.
12.5 The Company shall not be liable under the warranty in clause 12.1 if:
12.5.1. the Customer makes further use of the relevant Goods after giving notice under clause 12.2 or clause 12.3;
12.5.2. the Goods have not been properly stored, installed, maintained or used in accordance with the manufacturer's instructions, any instructions supplied by the Company or, where there are no such instructions, good trade practice;
12.5.3. the Goods have been altered or repaired by any person other than the Company without the Company's prior written consent;
12.5.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal storage or working conditions, or improper use;
12.5.35. the defect arises because the Company followed any drawing, design or specification supplied by or on behalf of the Customer; or
12.5.6. the Goods differ from their description or any agreed specification other than as a result of an amendment made under clause 3.4.
Product Recalls
12.6. If the Customer becomes aware of, or is subject to, any request, court order or other direction of a governmental or regulatory authority to recall or withdraw any Goods from the market, it shall immediately notify the Company in writing and provide a copy of that request, order or direction. The Customer shall comply with any applicable recall or withdrawal requirement required by the Company, applicable law or a governmental or regulatory authority and shall provide such reasonable assistance as the Company requires in relation to any recall or withdrawal of the Goods.
13. LIABILITY
13.1. This clause 13 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
13.1.1. any breach of these Terms;
13.1.2. any use made or resale by the Customer of any of the Goods, or of any product incorporating the Goods; and
13.1.3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2. 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.
13.3. Nothing in these Terms or any Contract excludes or limits the liability of the Company:
13.3.1. for death or personal injury caused by the Company's negligence; or
13.3.2. for any liability which cannot be lawfully limited or excluded; or
13.3.3. for fraud or fraudulent misrepresentation.
13.4. Subject to clause 13.2 and clause 13.3:
13.4.1. the Company's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the performance or contemplated performance of the Contract shall be limited to an amount equal to the aggregate amount paid or payable by the Customer under the two most recent invoices issued by the Company before the event or circumstance giving rise to the liability;
13.4.2. the Company shall not be liable to the Customer for loss of profit, loss of sales, loss of business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of data or information, or depletion of goodwill in each case whether direct, indirect or consequential, or for any indirect or consequential loss or consequential compensation whatsoever (however caused) which arises out of or in connection with the Contract.
13.5. This clause 13 shall survive the expiry or termination of the Contract.
14. INTELLECTUAL PROPERTY
14.1. In these Terms, Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, trading names, business names, domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect confidential information and know-how, and all other intellectual property rights, in each case whether registered or unregistered and including applications for, and rights to apply for, renewals, extensions and rights to claim priority from, those rights, and all similar or equivalent rights or forms of protection which subsist or will subsist in any part of the world.
14.2. All Intellectual Property Rights in the Company's name, trading name, trade marks, logos, catalogues, price lists, product images, drawings, technical information and other materials supplied or made available by the Company shall remain vested in the Company or, where applicable, the third party from whom the Company derives its right to use them.
14.3 If any Intellectual Property Rights in the Company's name, trading name, trade marks, logos or materials supplied or made available by the Company do not automatically vest in the Company by operation of law, the Customer hereby assigns to the Company absolutely, with full title guarantee, including by way of present assignment of future rights, all its right, title and interest in and to those Intellectual Property Rights. The Customer shall, at its own cost, execute all documents and do all things reasonably required by the Company to give effect to that assignment and to protect the Company's rights.
14.4. The Customer acknowledges that it has no right, title or interest in the Intellectual Property Rights referred to in clause 14.2. Any goodwill arising from the Customer's use of the Company's name, trade marks or logos shall belong to the Company.
14.5.The Customer may use the Company's name, trade marks, logos and materials only to the extent strictly necessary to purchase, use, market or resell the Goods in the ordinary course of its business and in accordance with any reasonable written instructions issued by the Company.
14.6. The Customer shall not:
14.6.1. use the Company's name, trade marks or logos as, or as part of, its own corporate name, trading name or domain name;
14.6.2. apply for, obtain or assist any other person to apply for or obtain registration of any trade mark, domain name or other right that is identical or confusingly similar to the Company's name, trade marks or logos;
14.6.3. alter, remove, obscure or tamper with any trade mark, trade name, logo, proprietary notice or identifying mark on the Goods or their packaging;
14.6.4. represent that it is the Company, the Company's agent, or an authorised distributor or reseller of the Goods, except to the extent expressly authorised by the Company in writing; or
14.6.5. do, or omit to do, anything which may adversely affect the validity, reputation or goodwill of the Company's Intellectual Property Rights.
14.7. The Customer shall promptly notify the Company if it becomes aware of:
14.7.1. any actual, threatened or suspected infringement of the Company's Intellectual Property Rights relating to the Goods; or
14.7.2. any claim or allegation that the importation, use, marketing, resale or supply of the Goods infringes a third party's Intellectual Property Rights.
14.8. In relation to a claim or allegation referred to in clause 14.7.2, the Customer shall make no admission of liability without the Company's prior written consent. The Company may, at its option, conduct or take control of the defence or settlement of that claim or allegation, and the Customer shall provide such reasonable assistance as the Company reasonably requires.
15. CONFIDENTIALITY AND DATA PROTECTION
15.1. Neither party shall at any time, whether before or after the expiry or termination of the Contract, use or disclose any confidential information relating to the other party's business or affairs (including the existence and terms of the Contract), except as authorised or required for the purposes of the Contract, as required by law or any competent authority, or in confidence to that party's professional advisers, employees, officers, subcontractors or representatives who need to know that information for those purposes. The Company may also disclose information relating to the Customer and the Contract to its assignees and any person to whom it proposes to assign, charge or otherwise deal with its rights under the Contract.
15.2. The Company processes personal data relating to the Customer and its personnel in accordance with its Privacy Policy, available at www.guardianauto.co.uk/privacy-policy#/.
16. ASSIGNMENT
16.1. The Company may assign the Contract or any part of it to any person, firm or company.
16.2. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
17. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the 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 circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice in writing to the Company to terminate the affected Contract.
18. GENERAL
18.1. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company 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 Company 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 Company 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. For the purposes of these Terms a 'business day' shall mean Monday to Friday excluding all bank and public holidays in England.
18.6. 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.
18.67. The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, arrangements and understandings between them relating to that subject matter.
18.8. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership, joint venture or agency relationship between the Company and the Customer, or authorise the Customer to make or enter into any commitments for or on behalf of the Company. The Customer purchases the Goods as principal and not as agent for, or for the benefit of, any other person.
19. NOTICES
19.1. Any notice served by either party under the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by email:
19.1.1. in case of communications to the Company to its registered office or such changed address as shall be notified to the Customer by the Company or to [email protected]; or
19.1.2. in 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 Company by the Customer, or to the email address notified by the Customer to the Company.
19.2. Communications shall be deemed to have been received:
19.2.1. if sent by pre-paid first class post, two business days after posting (exclusive of the day of posting); or
19.2.2. if delivered by hand, on the day of delivery; or
19.2.3. if sent by email, at the time of transmission, provided that if transmission occurs after 4.00 pm on a business day or on a day that is not a business day, it shall be deemed received at 9.00 am on the next business day.
19.3. This clause does not apply to the service of proceedings or other documents in any legal action.
20. GOVERNING LAW AND JURISDICTION
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 the law of England and Wales. 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 the Contract or its subject matter or formation (including non-contractual disputes or claims).