Terms & Conditions
Nothing in these Terms and Conditions shall affect or restrict the statutory rights of the Customer
1. Interpretation
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person, firm or company who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clauses 3.3 and 3.4.
Estimated Delivery Date: means the estimated delivery date (if any) specified on the Order.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control, as detailed in Clause 9.
Goods: means all Vehicles as defined or other things to be sold by the Supplier to the Customer.
Vehicle: includes any car, lorry, van, trailer, caravan, invalid carriage, motor cycle and generally each and every accessory to and component thereof.
Order: the Customer's order for the Goods as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
Purchase Price: means the price for the Goods current at the date of the Order.
Specification: any specification for the Goods that is agreed by the Customer and the Supplier.
Supplier The Manchester Motor Company Limited (registered in England and Wales with company number 11192855).
Supplier's premises: 27 Hanover Street, Bolton, Greater Manchester, England, BL1 4TG.
Warranty Provider: the AA or Handler Protect or such other provider as used by the Supplier at their discretion from time to time.
1.2 Interpretation:
(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 permitted assigns.
(c) Headings are for convenience only and do not affect the construction of these Conditions; the masculine shall include all genders and the singular shall include the plural.
(d) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(e) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(f) A reference to writing or written includes email but not fax.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues an acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract is personal to the Customer, who shall not assign the benefit of the Contract without the prior written consent of an authorised representative of the Supplier.
2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 Any images, drawings, descriptive matter or advertising produced by the Supplier and any illustrations contained in the Supplier's advertisements or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 2 Business Days from its date of issue. If a quotation is accepted in writing by the Customer it shall constitute an Order.
3. Delivery
3.1 Unless otherwise specifically agreed in writing, delivery means the Supplier making the Goods available for collection by the Customer at the Supplier's Premises or the Supplier delivering the goods, as per clause 3.4, to the Delivery Location.
3.2 The Supplier shall notify the Customer when the Goods are ready and the Customer will pay the Purchase Price and take delivery of the Goods within 5 business days of the Supplier notifying the Customer that the Goods are ready for collection.
3.3 The Customer shall take delivery of the Goods from the Supplier's Premises at 27 Hanover Street, Bolton, Greater Manchester, England, BL1 4TG, or at such other location as may be advised by the Supplier prior to delivery.
3.4 The Supplier may, in its absolute discretion, deliver the Goods set out in the Order to such other location as the parties may agree to in writing (Delivery Location).
3.5 Delivery is completed on the completion of the Customer's collection of the Goods at the Supplier's Premises (the Customer taking delivery) or the Supplier's unloading of the Goods at the Delivery Location as per clause 3.4.
3.6 Where delivery is affected in accordance with clause 3.4, the Customer will be liable for any expenses incurred by the Supplier in delivering the Goods to the Delivery Location.
3.7 Any Estimated Delivery Date quoted by the Supplier for delivery is approximate only, and the time of delivery is not of the essence of the Contract. The Supplier shall endeavour to deliver the Goods by the Estimated Delivery Date but shall not be liable for any loss, damage or delay caused by the failure to deliver the Goods by the Estimated Delivery Date.
3.8 The Supplier will not be liable for any loss suffered as a result of the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply and delivery of the Goods.
3.9 The Supplier shall use reasonable endeavours to ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, Customer and Supplier reference numbers (if necessary) and the type and model of the Goods (including the identification number of the Goods, where applicable).
3.10 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions and/or any other instructions that are relevant to the supply of the Goods.
3.11 If the Customer fails to take delivery of the Goods within five Business Days of (i) the agreed date for collection; or (ii) the Supplier notifying the Customer that the Goods are ready for collection then, except where such failure or delay is caused by the Supplier'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 fifth Business Day after the agreed date for collection or the supplier notifying the Customer that the Goods were ready for collection;
(b) the Supplier may store the Goods until delivery takes effect, and charge the Customer for all related costs and expenses (including any storage costs and insurance);
(c) these costs will be added to the Purchase Price and will be payable by the Customer to the Supplier.
3.12 If 7 Business Days after the agreed date of collection or the Supplier notifying the Customer that the Goods are ready for collection, the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge and invoice the Customer for any shortfall below the price of the Goods.
3.13 Unless expressly agreed otherwise, the Customer is not entitled to take delivery of the Goods until the Purchase Price and any other costs and expenses incurred by the Supplier have been paid in full and in cash or cleared funds. If the Customer fails to pay, the Supplier shall be entitled to treat the Contract as repudiated by the Customer. If the Supplier treats the Contract as repudiated by the Customer, the Supplier may (without prejudice to its other rights and remedies under the Contract) retain any deposit paid by the Customer.
3.14 If the Customer fails to take delivery of the Goods in accordance with these Conditions, they will be liable for any delivery costs and any other expenses incurred by the Supplier to include, but not limited to, any MOT or warranty costs that have been incurred.
3.15 If the Supplier fails to deliver the Goods within thirty (30) days after the Estimated Delivery Date the Customer may give seven (7) days' notice to the Supplier requiring delivery. Failing such delivery, the Customer may cancel the Contract.
4. Used Goods and Warranty
4.1 The Supplier shall procure that a third-party warranty of their choice shall be provided on any Goods sold by the Supplier to the Customer. This does not affect the Customer's statutory rights.
4.2 Any warranty provided by the Supplier shall be for a period of 3 months, with an option for the Customer to extend the warranty with the Warranty Provider should they choose to do so.
4.3 The warranty commences on the date on which the warranty is purchased from the Warranty Provider by the Supplier.
4.4 The Warranty Provider used by the Supplier can, in the Suppliers absolute and sole discretion, be changed at any time prior to delivery of the Goods.
4.5 No additional warranty is provided by the Supplier on the Goods and the Customer is to contact the Warranty Provider in regards to any claims being made under the warranty. Where 30 days have lapsed after delivery of the Goods, the Customer is to contact the Warranty Provider direct in respect of any claims what so ever, whether for general wear and tear or otherwise.
4.6 Notwithstanding clause 4.1, if the Customer returns the Goods for any reason, the cost incurred by the Supplier for any warranty provided with the Goods shall be deducted from the refundable amount (if any) determined under clause 4.10.
4.7 If the Goods are used, the Goods are sold (i) subject to any defects which the Supplier has drawn to the Customer's attention prior to the Customer placing an Order and (ii) subject to any defects which the Customer discovered or ought to have discovered upon examining the Goods prior to placing the Order (irrespective of whether the Customer has carried out such examination) and in that regard the Customer acknowledges that he has been afforded the opportunity to examine the Goods.
4.8 The Customer is reminded that the conditions of satisfactory quality and fitness for purpose implied by the Sale of Goods Legislation do not operate in relation to such defects which an examination ought to reveal. Should the Goods be sold also subject to defects notified by the Supplier to the Customer before the Customer places an Order, the implied conditions of satisfactory quality and fitness for purpose do not operate in relation to those defects.
4.9 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, hereby expressly excluded from the Contract.
4.10 If a Customer seeks to exercise their statutory rights, they will be required to specify the precise fault to the Supplier. Where a return or refund is considered by the Supplier (in accordance with statutory rights only), the Supplier will consider factors such as how long the Customer has had the Goods, the milage of the Vehicle, any new cosmetic or mechanical issues and whether there is any additional owner added to the log book.
4.11 If the Supplier, in its sole discretion pursuant to clause 4.10, considers that a return or refund is appropriate:
4.11.1. the Supplier shall have the right to offer the Customer the option to exchange the Goods for an alternative Vehicle with a value equal to the value of the Goods on the date of purchase. If the Supplier elects to exercise its rights under this clause, the exchange shall replace the Customer's right to claim a cash refund; and
4.11.2. the Supplier shall be entitled to charge the Customer for any mileage accrued on the returned vehicle above the mileage recorded at the point of delivery of the Goods (the ""Original Mileage') in the following amounts:
i.) £0.50 per mile for every mile between 0 and 100 miles above the Original Mileage; and
ii.) £2.00 per mile for every mile above 100 miles in excess of the Original Mileage.
4.11.3 the Supplier shall be entitled to charge the Customer for each additional ownership on the Vehicle's log book in the following amounts:
i.) £500.00 for each additional driver added to the logbook.
4.11.4 the Supplier shall be entitled to charge the Customer for collection of a returned Vehicle in the following amounts:
i.) £2.00 for each mile from the Collection Point to the Suppliers Premises.
ii.) £300.00 admin fee for processing returns
4.12 If a Customer seeks to exercise their rights to return Goods which were purchased wholly or in part by way of the Supplier's part-exchange policy detailed in clause 6.4, the following provisions shall apply:
4.12.1. Any costs incurred by the Supplier in repairing, refurbishing, maintaining or preparing the part-exchanged vehicle to be re-marketed shall be deducted from any refundable amount (if any) determined under clause 4.10. Such costs shall include but shall not be limited to bodywork repairs, mechanical repairs, servicing, MOT and any delivery costs.
4.12.2. Any Goods returned to the Supplier in accordance with this clause 4.12 must:
i.) be returned in the same material condition as the condition of the Goods at the point of delivery by the Supplier;
ii.) not have a mileage of more than 100 miles in excess of The Original Mileage. Goods returned with any additional mileage:
(a) between 0 and 100 miles shall be subject to a charge of £0.50 per mile; and
(b) above 100 miles shall be subject to a charge of £2.00 per mile;
4.12.3. If the Supplier sells the Customer's part-exchanged vehicle prior to the Customer returning the Goods, the Customer shall be entitled to the value of their part exchanged vehicle as agreed between the parties and as detailed in the Customer's invoice, less any costs incurred on the vehicle pursuant to clause 4.12.1
4.13 No Goods will be refunded in any circumstances until the Customer has returned the log book back to the Supplier.
5. Title and Risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full, in cash or cleared funds, for the Goods in respect of the Purchase Price and any other sums due.
5.3 Notwithstanding delivery, legal and beneficial title to the Goods remain with the Supplier until the Purchase Price and any other sums due under the Contract or any other contract have been paid by the Customer.
5.4 Until title to the Goods have passed to the Customer, the Customer shall:
(a) be in possession of the Goods as bailee of the Supplier and entitled to use the Goods until the occurrence of an event in Clause 5.5;
(b) not remove, deface or obscure any identifying mark on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date they take delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1(c) to clause 8.1(e);
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
(f) Shall not, without the Supplier's prior written consent, use the Goods for selfdrive hire, hackney carriage or taxi work, racing or off road or any other forms of use not reasonably considered as normal domestic use.
(g) shall not create any encumbrance over the Goods nor do anything inconsistent with the Supplier's title to the Goods.
5.5 At any time before title to the Goods passes to the Customer, the Supplier:
(a) may terminate the Customer's right under Error! Bookmark not defined.5.4 to use the Goods in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession 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.
6. Price and payment
6.1 The price of the Goods shall be the Purchase Price set out in the Customer's Order. The Supplier reserves the right to vary the Purchase Price by any amount attributable to a variation in the cost or rate of a road licence, car tax, warranty, MOT costs or VAT between the date of the Order and the date of delivery and the Customer shall be bound to pay the price as so varied.
6.2 The Supplier can, it its absolute discretion, demand a deposit from the Customer when an Order for the Goods is placed by the Customer. The deposit is payable upon acceptance of the Customer's Order and is non-refundable. The Supplier maintains the right to withhold the deposit if the Customer fails to comply with any of his obligations under this Contract.
6.3 Where the Customer fails to take delivery of the Goods within 7 Business Days of the agreed date for collection or the Supplier notifying the Customer that the Goods are ready for collection, the deposit will be retained by the Supplier and will not, unless expressly agreed otherwise, be refunded or be permitted to be used as part payment towards any Purchase Price.
6.4 The Supplier shall be entitled to agree upon a part exchange of a Customer's vehicle at the Supplier's sole discretion. The particulars of a part exchange contract shall be agreed between the parties in writing on a case-by-case basis depending on the value, age, mileage and quality of the Customer's proposed part exchange vehicle.
6.5 The Supplier may, by giving notice to the Customer at any time before delivery, increase the Purchase Price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any costs for storage or insurance due to the Customer's failure to take delivery of the goods;
(c) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(d) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
6.6 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of insurance and transport of the Goods, which shall be invoiced to the Customer.
6.7 Where the Purchase Price is not paid in full, in cash or cleared funds, prior to the Customer taking delivery, the Supplier will invoice the Customer in respect of outstanding sums due. The Customer shall pay each invoice submitted by the Supplier:
(a) within 21 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
6.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 8 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8 will accrue each day at 4% above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Limitation of liability
7.1 The Goods are sold strictly on the condition that the Customer has inspected the Goods and has satisfied himself of its suitability for his purposes and of its satisfactory quality. The Customer acknowledges that any details, specifications and representations made by the Supplier to the Customer do not form part of this Contract and in respect of such specifications, details, or representations, the Supplier shall be under no liability under the Misrepresentation Act 1967.
7.2 The Supplier's total liability for the aggregate claims of the Customer arising out of a single act or default of the Supplier shall not exceed the Purchase Price.
7.3 The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.4 Nothing in the Contract limits any liability of the Supplier which cannot legally be limited or excluded by law.
7.5 Subject to clause 7.4, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8. Termination
8.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) being an individual, he is unable to pay his debts within the meaning of section 268 of the Insolvency Act 1986 or a petition is presented or order made for his bankruptcy or an interim order is made;
(c) being a company, takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(d) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
(e) the Customer's 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;
(f) any event or process of like nature to those set out in (b) and (c) above in any jurisdiction.
8.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(c) to clause 8.1(e), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.3 Without limiting its other rights or remedies, the Supplier 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.
8.4 On termination of the Contract for any reason, the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
9. Force majeure
The Supplier shall not be liable to the Customer if unable to carry out any provision of the Contact for any reason beyond its control including (without limitation); an Act of God, legislation, war, civil commotion, fire, flood, drought, failure of power supply, global pandemic, stoppage or other action by employees or third parties in contemplation or furtherance of any dispute owing to the inability to procure parts or any vehicle required for the performance of the Contract. The Supplier shall be entitled to a reasonable extension of the time for the performance of its obligations but if the period of delay or non-performance continues for 3 months or more, the party not affected may terminate the Contract by giving 7 days written notice to the affected party.
10. Cancellation
10.1 Unless entitled to do so under clause 10.2, clause 3.15 or clause 9, the Customer may not cancel the Contract without the prior written agreement of an authorised representative of the Supplier. If the Customer seeks to cancel the Contract in any other manner, the Supplier may (without prejudice to its other rights and remedies) retain from any deposit paid an amount equal to any costs and/or expenses incurred or likely to be incurred by the Supplier in connection with the Goods, the Contract and/or the cancellation of the Contract. If the Customer cancels under clauses 10.2, 3.15 or 9 the Supplier shall return to the Customer any deposit paid (after the above deductions) and thereafter shall have no further liability to the Customer under the Contract.
10.2 If the Goods are purchased at a distance within the meaning of The Consumer Contracts (Information Cancellation and Additional Charges) Regulations 2013, the Customer may within 14 days of delivery cancel the Contract and require the Supplier to refund the Purchase Price. In this instance, the Customer must keep the Goods in a reasonable condition and return the Goods within 7 days or make it available for collection and pay the Suppliers reasonable costs of collection and the difference, if any, between the value of the Goods when returned and the Purchase Price.
11. General
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, subcontract, delegate or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer or delegate any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.2 Confidentiality
Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11.3 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.4 Variation.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Waiver
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.
11.6 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.7 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business or main residence (in any other case); or
(ii) sent by email.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt;
(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; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.7(b)(iii), business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
(d) A notice given under the Contract is valid is sent by email.
11.8 Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.9 Governing law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
11.10 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.