Evolution Retail

 

Terms & Conditions

1.   Interpretation

1.1  The definitions and rules of interpretation in this condition apply in these conditions.

Conditions: these Terms and Conditions of Supply.   

Confidential Information: any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential, or the information could reasonably be supposed to be confidential.

Contract: any contract between the Supplier and the Customer for the Supply of any Goods and/or Services, incorporating these conditions.

Customer: the person, firm or Company who purchases the Goods and/or Services from the Supplier.

Customer's Equipment: any equipment, systems or facilities provided by the Customer and used directly or indirectly in the Supply of any Goods and/or Services.

Document: any document in writing, and any map, plan, graph, drawing or photograph and any film, negative tape or other device embodying visual images and any disc, tape or other device embodying any other data.

Goods: any goods agreed in the Contract to be produced by the Supplier for the Customer and/or sold by the Supplier to the Customer (including any part or parts of them).

Input Material: any Documents or other materials, and any data or other information provided to the Supplier by the Customer relating to the Goods and/or Services.

Intellectual Property Rights: any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered.

Output Material: any Documents or other materials, and any data or other information provided by the Supplier to the Customer relating to the Goods and/or Services.

Services: any services agreed in the Contract to be performed by the Supplier for the Customer (including any part or parts of them) including, but not limited to, any Services to be performed in relation to any Goods.

Supplier: EVOLUTION (ELECTRONIC SECURITY SYSTEMS) LIMITED and/or such company/or companies within the Evolution group of companies as may, from time to time, be designated to provide the Services.     

Supplier's Equipment: any equipment, systems or facilities provided by the Supplier or its subcontractors and used directly or indirectly in the Supply of any Goods and/or Services.

Supply: the sale of any Goods and/or the provision of any Services by the Supplier to the Customer. For the avoidance of doubt, any Goods so sold, and/or Services so provided, (or to be so sold or provided, as applicable), are Supplied.

2.    Application of terms

2.1  Subject to any variation under condition 2.2 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2  These Conditions apply to the Supply of any and all Goods and Services by the Supplier and any variation to these Conditions and any representations about any Goods and/or Services shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Supplier. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Supplier's liability for fraudulent misrepresentation.

2.3  Each order or acceptance of a quotation for Goods and/or Services by the Customer from the Supplier shall be deemed to be an offer by the Customer to purchase Goods and/or Services subject to these Conditions.

2.4 No order placed by the Customer shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the Supplier.

2.5 Any quotation is given on the basis that no Contract shall come into existence until the Supplier despatches a written acknowledgment of order to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that the Supplier has not previously withdrawn it.

3.   Description

3.1 The quantity and description of any Goods and/or Services shall be as set out in the Supplier's quotation or acknowledgement of order.

3.2  All drawings, descriptive matter, specifications and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them and shall not form part of the Contract.

3.3  If any Goods are to be manufactured, designed, programmed, built or configured and/or any process is to be applied to any Goods by or on behalf of the Supplier and/or any Services are to be performed by the Supplier in accordance with any Input Material and/or any specification submitted by the Customer, the Customer shall hold the Supplier harmless and shall fully indemnify the Supplier against any and all loss, damage, costs and expenses awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by, the Supplier, in settlement of any claim for infringement ofany Intellectual Property Rights of any other person resulting from the Supplier’s use of any Input Material and/or any specification so submitted.

4. Delivery and performance

4.1   Unless otherwise agreed in writing between the Customer and the Supplier, any dates specified by the Supplier for delivery of the Goods and/or performance of the Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery and/or performance, as applicable, shall be within a reasonable time. Should expedited delivery of any Goods be agreed, the Supplier reserves the right to levy an extra delivery charge.

4.2  The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.  Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.

4.3  Performance of the Services shall be deemed to be completed on the date that the Customer signs a completion certificate. Any agreed retention payments shall be calculated from that date.

5.  Customer’s obligations

5.1   With respect to any Services which the Supplier is to perform for the Customer, the Customer shall:

(a)   co-operate with the Supplier in all matters relating to the Services;

(b)  provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with such access to the Customer's premises, office accommodation, data and other facilities as may be required by the Supplier;

(c)  make available (at its own cost) such facilities and equipment as may be requested by the Supplier in order to enable the Supplier to perform the Services, including but not limited to power sources, power outlets, power lines and access points, cabling and telecommunications or computer networking facilities, in each case in such quantities, configurations and locations as the Supplier may request;

(d)  unless otherwise agreed in writing between the Supplier and the Customer in any particular instance (if any),be responsible (at its own cost) for preparing and maintaining the Customer’s premises (or any part thereof) for the performance of the Services and for arranging for any works which are ancillary to the performance of the Services to be undertaken prior to, during, or after completion of performance of the Services (as applicable), including but not limited to any wiring, cabling, chasing, trenching, drilling and making good;

(e)  be solely responsible for ensuring the safety of any and all of the Customer’s employees, invitees and licensees who are or may be present on the Customer’s premises during the performance of the Services (both inside and outside normal business hours), including but not limited to restricting access to those areas of the Customer’s premises where the Services are or are to be performed to those individuals engaged in performing the Services, or providing assistance or advice to those so engaged;

(f)  inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises;

(g)  ensure that all of the Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;

(h) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the performance of the Services and the installation of the Goods at the Customer’s premises, the use of any Input Material and the use of the Customer's Equipment in relation to the Supplier's Equipment, in all cases before the date on which performance of the Services is to commence;

(i)  keep and maintain the Supplier's Equipment in good condition, and shall not dispose of or use the Supplier's Equipment other than in accordance with the Supplier's written instructions or authorisation; and

(j)  effect and maintain appropriate insurance in an adequate amount with respect to all possible risks which may arise in connection with the deployment of any person engaged by the Supplier to perform the Services at the Customer’s premises and shall, at the Supplier’s request, provide such evidence of such insurance as the Supplier may reasonably require.

5.2 Without prejudice to Condition 5.1, prior to performance of the Services, the Customer shall remove from the Customer’s place of business any item that could pose an obstacle to the performance of the Services. The Customer shall incur additional charges if the Supplier has to remove, dismantle and/or dispose of any item at the Customer’s place of business. Without limitation, the Customer acknowledges that no cleanup, redecoration or restoration work will be carried out by the Supplier and that any waste material arising from the performance of the Services shall be removed by the Customer at the Customer’s cost. If the Supplier discovers, before or during the performance of the Services, problems at the Customer’s place of business which materially affect the Supplier’s ability to perform the Services in accordance with the Supplier’s standards at the price quoted, it shall be free to vary the price. Without limitation, any additional costs caused by any delay in the performance of the Services, or any suspension of performance, at the Customer’s place of business (for reasons beyond the control of the Supplier) e g industrial action, shall be treated as a variation to the Customer’s original order and the Customer shall be liable for any such additional costs.

6.  Risk and title

6.1    The Goods are at the risk of the Customer from the time of delivery.

6.2  Ownership of the Goods shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:

(a)     the Goods; and

(b)     all other sums which are or which become due to the Supplier from the Customer on any account.

6.3    Until ownership of the Goods has passed to the Customer, the Customer shall:

(a)    hold the Goods on a fiduciary basis as the Supplier's bailee;

(b)   store the Goods (at no cost to the Supplier) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Supplier's property;

(c)     not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(d)   maintain the Goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Customer shall produce the policy of insurance to the Supplier.

6.4   The Customer's right to possession of the Goods shall terminate immediately if:

(a)     the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

(b)   the Customer suffers or allows any execution distress or diligence, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Supplier and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or a secured lender to the Customer takes any steps to obtain possession of the secured property or otherwise enforce its security or the Customer ceases to trade; or

(c) the Customer encumbers or in any way charges any of the Goods.

6.5  The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored or otherwise located, but in any event, and without limitation, hereby undertakes to secure access at any time to any such premises for the Supplier, its agents and employees in order to inspect the Goods, or, where the Customer's right to possession has terminated, to recover them, in either case, at the Customer’s cost.

7.   Price

7.1  Unless otherwise agreed by the Supplier in writing, the price for any Goods and/or Services shall be the price set out in the Supplier’s written acknowledgment of order issued pursuant to Condition 2.5.

7.2  The price for the Goods and/or Services shall be exclusive of any value added tax. Unless otherwise agreed in writing between the Supplier and the Customer, the price of any Goods shallbeinclusive of all costs and charges in relation to packaging, loading, unloading, carriage and insurance and the price of any Services shallbeinclusive of any and all travel, accommodation and meal costs, charges and expenses for those individuals engaged by the Supplier to perform the Services.

7.3   Without prejudice to the provisions of Condition 7.1, the price of the Services shall be the price which is set out in the Supplier’s written acknowledgment of order. 

7.4  The Customer shall pay to the Supplier any additional sums which, in the Supplier’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Customer directly or indirectly, including, without limitation, any failure by the Customer to fulfil any obligation set forth in Condition 5.1. The Supplier reserves the right to increase the price of any Goods or Services due to any change in delivery dates, quantities or specifications for the Goods or the Services requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions. Without limitation, the Supplier also reserves the right to increase the price of any Services where the price of the Services is, or could be, impossible or difficult to predict in advance of performance and also for any instance in which the Company provides Services other than within the hours of 8am-5pm, Monday to Friday, but excluding Bank Holidays.

7.5   Without prejudice to Condition 7.4, the Supplier may review and increase the price of any Goods and/or Services, provided that the Supplier gives the Customer prior written notice of any such increase.

8.   Payment

8.1  Unless otherwise agreed in writing the price for any Goods and/or Services shall become due and payable and shall be paid by the Customer to the Supplier (or to such other party as may be notified to the Customer in writing), as follows:

8.1.1  50% of the Contract price shall be paid upon the date that the Customer receives the Supplier’s written acknowledgment of order; and

8.1.2 The 50% balance of the Contract price shall be paid

(a)  within 30 days of the date of issue of the Supplier’s invoice for any Contract with a duration of less than 30 days; or

(b)  monthly pro rata within 30 days of the date of issue of the Supplier’s monthly invoice, for any Contract with a duration of more than 30 days.

8.2   Time for payment shall be of the essence.

8.3    No payment shall be deemed to have been received until the Supplier has received cleared funds. In the event that the Customer tenders payment by cheque and said cheque is returned unpaid to the Supplier, the Customer shall reimburse the Supplier for any bank charges incurred by the Supplier.

8.4   All payments payable to the Supplier under the Contract shall become due immediately on its termination despite any other provision.

8.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.

8.6  If the Customer fails to pay the Supplier any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 8 % above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgement. The Supplier reserves the right to claim compensation and interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Customer shall reimburse the Supplier for any and all costs incurred by the Supplier in recovering payment pursuant to this Condition 8.

8.7  Without prejudice to Condition 8.6, any failure by the Customer to pay the Supplier any sum by the due date for payment and/or the occurrence of any one or more of the events set forth in Condition 6.4 shall entitle the Supplier, at any time and without notice to the Customer and without limitation to any other remedy available to the Supplier under these Conditions, the Contract, or otherwise:

8.7.1 To suspend or cancel the further delivery of any Goods and/or the performance of any Services, including, without limitation, stopping the delivery of any Goods in transit;

8.7.2  To withdraw or reduce any agreed monthly credit limit; and

8.7.3 To treat the Contract as having been repudiated by the Customer.

8.8  The Customer may not cancel any order for Goods and/or Services for which a written acknowledgment of order has been issued by the Supplier pursuant to Condition 2.5 and if the Customer cancels, or purports to cancel any such order (or the Contract or any part thereof) or, without limitation, if the Customer refuses to act in accordance with any notification from the Supplier pursuant to Condition 7.4), then the Supplier may, by notice in writing to the Customer, elect to treat the Contract as repudiated and require the Customer to pay any reasonable and rationally related charges, including but not limited to, cancellation charges, restocking charges, travel and labour costs and expenses, and any payments made by the Supplier to third parties.

8.9  For the avoidance of doubt, and notwithstanding the exercise of any remedy by the Supplier in accordance with Condition 8.7 or 8.8, or under any other of these Conditions, the Contract, or otherwise, the Customer shall remain liable to pay and shall pay the Supplier at the Contract rate, any and all payments subsisting at the relevant time.

9.  Warranties

9.1  Where the Supplier is not the manufacturer of the Goods, the Supplier shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Supplier.

9.2  The Supplier warrants that (subject to the other provisions of these Conditions):

(a)     on delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

(b)   if the Customer has made it expressly known to the Supplier in the Customer’s order that the Goods shall be suitable for a particular purpose and the Supplier has expressly stated in the acknowledgment of order that it will supply Goods suitable for that purpose, then the Goods shall, on delivery, be reasonably fit for the purpose so stated; and

(c)    any Services will be performed with reasonable skill and care.

9.3 The Supplier shall not be liable for a breach of any of the warranties in Condition 9.2 unless:

(a)     the Customer gives written notice of the defect to the Supplier (and also to the carrier if the defect is a result of damage to any Goods in transit), within 3 days of the time when the Customer discovers or ought to have discovered the defect; and

(b)  the Supplier is given a reasonable opportunity after receiving the notice of examining any Goods which the Customer has alleged to be defective and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost for the examination to take place there.

9.4 The Supplier shall not be liable for a breach of any of the warranties in Condition 9.2 if:

(a)  the Customer makes any further use of any Goods which the Customer has alleged to be defective after giving notice of any such defect; or

(b)  the defect arises because the Customer failed to follow any oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

(c)  the defect arises from any Input Material and/or specification supplied by the Customer (or, without limitation, from any change made by the Customer to any Input Material and/or specification supplied by the Customer) or from the breach of any of the Customer’s obligations under Condition 5.1 or from fair wear and tear, wilful damage, negligence, abnormal working conditions or from any misuse of the Goods; or

(d)   the full price for the Goods and/or Services has not been paid by the time for payment stipulated in Condition 8.1; or

(e)  the defect is of a type specifically excluded by the Supplier by notice in writing.

9.5    Subject to Condition 9.3 and Condition 9.4, if any of the Goods and/or Services do not conform with any of the warranties in Condition 9.2:

(a)    the Supplier shall at its option repair or replace any such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Supplier so requests, the Customer shall, at the Supplier's expense, return the Goods or the part of such Goods which is defective to the Supplier. The Supplier shall, if it opts to replace the defective Goods, then deliver replacement Goods to the Customer at the Delivery Point (at the Supplier’s expense), and ownership of the defective Goods shall, if it has vested in the Customer, re-vest in the Supplier; and

(b)  the Supplier shall re-perform any Services which are proved to the reasonable satisfaction of the Supplier not to have been performed with reasonable skill and care, or at the Supplier’s option, shall refund any monies already paid by the Customer for any such Services.

9.6  If the Supplier complies with Condition 9.5 it shall have no further liability for a breach of any of the warranties in Condition 9.2 in respect of such Goods.

10.  Limitation of Liability

10.1    Subject to Condition 9, the following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a)     any breach of these Conditions;

(b)     any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and

(c)     any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2  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 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.

10.3     Nothing in these Conditions excludes or limits the liability of the Supplier: 

(a)     for death or personal injury caused by the Supplier's negligence; or

(b)     under section 2(3), Consumer Protection Act 1987; or

(c)     for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or

(d)     for fraud or fraudulent misrepresentation.

10.4   Subject to Condition 10.2 and Condition 10.3:

(a)     the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

(b)     the Supplier shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11.  Indemnity

The Customer shall hold the Supplier harmless and keep the Supplier indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Supplier as a result of or in connection with any claim made against the Supplier in respect of any liability, loss, damage, injury, cost or expense sustained by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Customer’s use of any Goods and/or Services and/or failure by the Customer to comply with any obligation under these Conditions or the Contract.

12.  Confidential information and intellectual property rights

12.1    The Customer acknowledges that in the course of the Supplier providing Goods and/or Services to the Customer, the Supplier may disclose to the Customer certain Confidential Information.  The Customer agrees to maintain the Confidential Information’s confidentiality and not to disseminate it to any third party without the Supplier’s prior written consent.

12.2  The Customer acknowledges the Supplier’s ownership of any Intellectual Property Rights in any Output Material and in any Goods and/or Services provided to the Customer pursuant to the Contract and agrees not to contest the Supplier’s ownership or use of any such Intellectual Property Rights. Without limitation, the Customer shall not acquire any such Intellectual Property Rights or any licence or grant of rights therein, nor shall the Customer register or attempt or permit to be registered, any such Intellectual Property Rights or any licence or grant of rights therein. The Customer further acknowledges that, without limitation, any and all Intellectual Property Rights developed by the Supplier in performing any Services or producing any Goods shall become vested and shall vest in the Supplier absolutely and shall also be subject to the other provisions of this Condition 12.2.

13.   Assignment/subcontracting

13.1    The Supplier may assign the Contract or any part of it to any person, firm or Supplier.

13.2   The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

13.3  The Supplier, but not the Customer, shall be entitled to subcontract any or all of its obligations under all or any part of the Contract.

14.  Force Majeure

The Supplier reserves the right to defer the date of delivery and/or performance, or to cancel the Contract or reduce the volume of the Goods and/or Services 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 Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or 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 180 days, the Customer shall be entitled to give notice in writing to the Supplier to terminate the Contract.

15.  General

15.1   Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.

15.2  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.

15.3   In the event the Customer poaches any of the Supplier’s staff, the Customer agrees the pay to the Supplier a re-recruitment fee of 25% of the first year’s salary of the employee.

15.4   Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

15.5  Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

15.6  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.

15.7   The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.