VJ Technology Ltd      

  

TERMS AND CONDITIONS OF SALE OF V J TECHNOLOGY LIMITED


These are the standard terms and conditions of supply of V J Technology Limited. The Buyer agrees to be bound and comply with these terms and conditions.

1. INTERPRETATION
1.1.  In these conditions the following words have the following meaning. Business Day - means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. V J Technology Catalogue - the Company’s current (at date of acknowledgement of order) Construction Fixings & Tools Catalogue or its replacement from time to time; Buyer – the person(s), firm or company who purchases the Goods from the Company; Company – V J Technology Limited, Technology House, Brunswick Road, Ashford, Kent, England, TN23 1EN (Company Number: 1451007); Contract – any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions; Goods -the goods to be supplied by the Company to the Buyer as set out in a Quotation; Order – an order sent to the Company by the Buyer; Order Confirmation - a written confirmation from the Company acknowledging the Order; and Quotation -  a quotation issued by the Company and accepted by the Buyer by way of submission of an Order. References to: (1) any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted, replaced or interpreted and (2) the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.2. Headings will not affect the construction of these conditions.

2. APPLICATION OF TERMS
2.1. These conditions shall apply to and be incorporated into all quotations, offers, orders, acceptances and contracts for the sale of Goods by the Company and shall prevail over all other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. No order made by the Buyer shall be deemed to be accepted by the Company until a written Order Confirmation is issued by it.
2.3. Any Quotation is given on the basis that no Contract will come into existence until the Company despatches an Order Confirmation to the Buyer. Any Quotation is unless otherwise expressly stated by the Company in writing, valid for a period of 30 days, provided it has not previously been withdrawn.

3. BASIS OF SALE
3.1. An Order shall be accepted entirely at the discretion of the Company on the basis of these terms as amended from time to time.  The Buyer’s Order will be accepted on the earlier of (1) an Order Confirmation issued by the Company; or (2) on delivery of the Goods to the delivery address shown in the Order; at which point, and on which date the Contract shall come into existence.
3.2. Each Order which is accepted by the Company shall constitute a separate legally binding contract between the Company and the Buyer.
3.3. Subject to any variation under conditions 3.4 below, the Contract shall be on these terms to the exclusion of all other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.4. No addition, alteration or substitution of these terms (including any terms proposed by the Buyer to the Company whether in an Order or otherwise) will bind the Company or form any part of any contract unless they are expressly accepted in writing by a person authorised to sign on the Company’s behalf such as a Director.
3.5. The Company’s employees or agents are not authorised to make any representation with regard to the subject matter of the Contract unless authorised by a Director.  In entering into the Contract, the Buyer acknowledges that if it relies on any representation, advice or recommendation given by the Company, its employees or agents to the Buyer as to the use of the Goods, it does so entirely at the Buyer's own risk.

4. DESCRIPTION AND FITNESS FOR PURPOSE
4.1. A description of the Goods shall be as set out in the Company’s Quotation.
4.2. All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures 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 this Contract.
4.3. The Company makes no representation nor gives any warranty as to the fitness for any particular purpose of the Goods.

5. DELIVERY
5.1. Unless otherwise agreed in writing by the Company, the Goods shall be delivered:
(a) to the destination stated in the Order Confirmation, if in mainland Great Britain; or
(b) at the Company’s place of business, if the destination stated in the Order Confirmation is not in mainland Great Britain.
Delivery may be made to the nearest road suitable in the opinion of the delivery driver if access to the delivery address provided is unsuitable for the delivery vehicle used.
5.2. The Buyer will take delivery of the Goods within 5 days of the Company giving it notice that the Goods are ready for delivery.
5.3. Dates specified by the Company for delivery are an estimate and time for delivery shall not be made of the essence by notice.
5.4. Subject to the other provisions of this Contract, the  Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss costs, damages, charges or expenses or any other liability whatsoever caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay extends 180 days.
5.5. If the Buyer will not accept delivery of the Goods or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations; (a) risk in the Goods will pass to the Buyer; (b) the Goods will be deemed to have been delivered; and (c) the Company may store the Goods until delivery at the Buyer’s expense.
5.6. The Buyer will provide at its expense, adequate and appropriate equipment and manual labour for loading and unloading the Goods.
5.7. 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 Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, lock outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restrains or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
5.8. In all circumstances where the Buyer requests delivery in a manner other than that selected by the Company, prices are exclusive of carriage and insurance. In any case, the Company may impose an order delivery charge in accordance with its current parcel carrier rates. The Company’s regular delivery service for the UK mainland excluding the Scottish Highlands & Islands on stock items is the next working day up to 5.30pm. If, however, the Buyer has an alternative delivery requirement, the Company can offer a number of chargeable options available on request.
5.9. Any time or date for delivery specified in acknowledgement is an estimate only unless otherwise agreed between the Company and the Buyer in writing. Failure by the Company for any reason whatsoever to meet the estimated delivery date shall not entitle the Buyer to reject the Goods when they are delivered, and the Company shall not be liable to make good any loss or damage arising directly or indirectly out of such delay.

6. NON-DELIVERY
6.1. The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.2. The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 5 days of the date when the Goods would in the ordinary course of events have been received subject to condition 6.3.
6.3. 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.

7. RISK/TITLE
7.1. Risk (responsibility) for the Goods shall pass to the Buyer upon delivery. Unloading of the Goods shall be the responsibility of the Buyer.
7.2. Title (Ownership) of the Goods shall not pass to the Buyer until the Company has received in full (in cleared funds) and unconditionally all sums due to it in respect of the Goods and all other sums which are, or which become due to the Company from the Buyer.
7.3. Until title of the Goods has passed to the Buyer, the Buyer must; (a) hold the Goods on a fiduciary basis as the Company’s bailee; (b) store the Goods (at no cost to the Company) separately from all other goods; (c) not 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 Company’s behalf for their full price.
7.4. The Buyer may resell the Goods before title has passed to it solely on the following conditions: (a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; (b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale; and (c) the beneficial entitlement of the Company shall attach to the proceeds of the sale and such proceeds shall be held on trust for the Company by the Buyer, who will stand in a strictly fiduciary capacity in respect thereof.
7.5. The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, other 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 of compulsory) or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its dets within the meaning of the Insolvency Act 1986 or the Buyer threatens to or ceases to trade; or
(c) the Buyer encumbers or in any way changes any of the Goods; or
(d) the Buyer fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and Buyer.
7.6. The Company shall be entitled to recover payment for the Goods notwithstanding that title of any Goods has not passed from the Company.
7.7. The Buyer grants 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.
7.8. The Company reserves the right to bring legal proceedings for wrongful interference against an insolvency practitioner and claim damages for the market value of the Goods and associated costs if such insolvency practitioner disposes of or interferes with the Goods or delays the Company’s right to access the Buyer’s premises to perform a stocktake of Goods leading to the collection of any Goods in respect of which payment has not been made.
7.9. Where the Buyer’s right to possession has ceased in accordance with condition 7.5 above, the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, the Buyer grants 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 repossess the Goods and take possession of all or any of  the Goods.
7.10. All costs incurred by the Company in connection with any repossession of Goods under condition 7.9 are to be borne by the Buyer.
7.11. If the Buyer becomes subject to any of the events listed under condition 7.5, then, without limiting any other right or remedy the Company may have, the Buyer’s right to resell the Goods (where title to the Goods has not passed to the Buyer under condition 7.2) or use them in the ordinary course of its business, ceases immediately.
7.12. On termination of the Contract, howsoever caused, the Company’s (but not the Buyer's) rights contained in this condition 7 shall survive termination of the Contract and remain in full force and effect.

8. PRICE
8.1. Unless otherwise agreed by the Company in writing, the price for the Goods shall, subject to condition 2.3, be the price set out in the Company’s Quotation.
8.2. Any quotation given to the Buyer by the Company, is not an offer and is only valid for such period stated therein, or in the absence of any stated period, for 30 (thirty) days only from its date of issue, after which it may be altered by the Company without giving notice to the Buyer.
8.3. The price for the Goods shall be exclusive of any value added tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the Goods all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.
8.4. Unless otherwise stated by the Company, the price of the Goods includes free delivery by a method of transport of the Company’s choice to the destination stated in the Order Confirmation if such destination is on the mainland of Great Britain and provided the value of order exceeds the prevailing minimum order value for free delivery as published in the V J Technology Catalogue.

9. COST VARIATIONS
9.1. The Company reserves the right by giving notice in writing to the Buyer at any time before delivery, to increase the price for the Goods to reflect any increase in cost to the Company which is beyond the control of the Company (including, without limitation, any foreign exchange fluctuations, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specification requested by the Buyer, or which is due to any failure by the Buyer to give the Company adequate information or instructions.
9.2. Unless otherwise agreed in writing by the Company, all accounts are payable on a strict net monthly basis. Where payment is not made on or before the due date, interest on overdue amounts will be charged and become payable at the rate of 5% above the base rate of Barclays Bank PLC prevailing at the time.
9.3. Any query or dispute with regard to any invoice must be made in writing to the Company within 21 days of the date of the invoice.
9.4. Payment of any invoice(s) may not be delayed beyond the due date in the event of any dispute or query concerning any other invoice(s).

10. PAYMENT
10.1. Payment of the price for the Goods is due within 30 days of the end of the calendar month in which the invoice is sent or if earlier, within 30 days of delivery of the goods. Time for payment shall be of the essence.
10.2. No payment shall be deemed to have been received until the Company has received cleared funds.
10.3. All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.
10.4. The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
10.5. If the Buyer fails to pay the Company, the Buyer will be liable to pay interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and the Company shall be entitled to terminate the Contract or suspend any further deliveries to the Buyer.

11. WARRANTY
11.1. The Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company by the manufacturer of the Goods if:
(a) such warranty or guarantee is transferable, then such warranty or guarantee shall apply and the warranty in sub-condition 11.1(b) shall not apply; and
(b) such warranty or guarantee is not transferable then unless otherwise expressly stated in writing by the Company, the Company warrants that (subject to the other provisions of these conditions) upon delivery and for a period of 6 months from the date of delivery, the Goods will be free from defects subject to conditions 11.3 and 11.4 (the “Warranty”).
11.2. Where Goods are delivered in instalments, the date of delivery for the purposes of condition 11.1 shall be the date of delivery of the first instalment or deemed to be delivered pursuant to condition 5.5.
11.3. A claim made by the Buyer under a Warranty shall only be accepted by the Company if:
(a) the Buyer gives written notice of the defect to the Company within 5 working days of delivery, where the defect should be apparent on reasonable inspection or within 5 working days of the same coming to the knowledge of or ought to have come to the knowledge of the Buyer when the defect is one which should not be apparent on reasonable inspection by the Buyer; and
(b) the Company is given a reasonable opportunity after receiving written notice of the defect, of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there.
11.4. The Company shall not be liable for a breach of the Warranty if (and if the Company reasonably suspects that it is not liable for any such reason, it shall be for the Buyer to prove otherwise to the Company’s reasonable satisfaction):
(a) the Buyer makes any further use of the Goods after giving notice of the defective Goods; or
(b) the Buyer has failed to follow the Company’s or manufacturer’s instructions including (without limitation) as to storage (including temperature, humidity and other environmental conditions), installation, connection, commissioning, use or maintenance of the Goods or (if there are none) good trade practices; or
(c) the Buyer alters or repairs such Goods in any way whatsoever; or
(d) the Goods have been subject to misuse, abuse, negligence, accident or have been used for a purpose other than those for which they are designed or intended; or
(e) such defects arise as a result of normal wear and tear; or
(f) the Buyer has, without the Company’s written consent removed, defaced or obscured any identifying mark or packaging applied by the Company on or relating to the Goods, but the Buyer may resell or use the Goods in the ordinary course of its business.
11.5. Subject to conditions 11.3 and 11.4, if any of the Goods do not conform with the Warranty the Company shall, at its option, repair or replace the Goods (or the defective part) provided that, if the Company requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective, to the Company.
11.6. If the Company complies with condition 11.5, it shall have no further liability for a breach of the Warranty in respect of such Goods.
11.7. Any Goods replaced will belong to the Company and any repaired or replacement Goods will have the benefit of any un-expired portion of any warranty period.
11.8. If on inspection of the Goods the Company determines in its reasonable opinion that the defect did not occur as a result of a breach of the warranty, the Buyer shall be liable and shall pay to the Company it’s costs in carrying out such inspection including, without limitation, any costs of transport and labour.
11.9. No condition or warranty is made, given or to be implied as to the life or wear of the Goods supplied or that the Goods will be suitable for any particular purpose or for any use under specific circumstances unless:
(a) The Company has been advised by the Buyer that the Goods are required for a particular purpose or for any use under specific conditions;
(b) The Company has advised the Buyer in writing that the Goods are fit or suitable for such purpose or condition;
(c) The Buyer shall prove that the Buyer has relied on such advice from the Company; and
(d) The Buyer shall prove that the Goods have been handled and installed strictly in accordance with the manufacturer’s instructions, advice from the Company and accepted building industry practice and procedure.
11.10. The Buyer undertakes for the purposes of the Health & Safety at Work Act 1974 that it will take all necessary steps to ensure that the Goods will be used in accordance with the manufacturer’s instructions and in a manner,  which is safe and without risk to health.

12. LIMITATION OF LIABILITY
12.1. Subject to conditions 6.3 and 11, the following provisions set 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 Buyer in respect of any breach of these conditions and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
12.2. Subject as expressly provided in these terms, and except where the Goods are supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3. Where the Goods are supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these terms.
12.4. Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
12.5. Subject to condition 11:
(a) the Company’s total liability in contract, tort including negligence or breach of statutory duty, misrepresentation, restitution or otherwise arising out of or in connection with the performance or contemplated performance of this Contract shall be limited to the price for the Goods; and
(b) the Company shall not be liable to the Buyer for any indirect, special or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise) costs, expenses, revenue, anticipated savings, or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

13. TERMINATION
13.1. The Buyer shall not be entitled to terminate the Contract and if the Buyer purports to do so it shall indemnify the Company for all losses, costs and expenses incurred by the Company in relation to the Contract.
13.2. The Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer;
(a) commits a material breach of the Contract and (if the breach can be remedied) does not remedy that breach within 14 days of receiving notice in writing to do so; and
(b) fails to pay any amount due under the Contract on the due date for payment without affecting any other right or remedy available to the Company.
13.3. The Company shall be entitled to terminate the Contract or suspend any further deliveries under the Contract without any liability to the Buyer if:
(a) the Buyer 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 Buyer or notice of intention to appoint an administrator is given by the Buyer 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 Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) an encumbrancer takes possession, or a receiver and/or manager, administrator or administrative receiver is appointed over any of the property or assets of the Buyer; or
(c) the Buyer ceases or threatens to cease to carry on business; or
(d) the Buyer fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer.
13.4. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

14. RETURNS POLICY
14.1. If the Buyer is entitled to cancel an order under the Consumer Contracts Regulations, any Goods must be returned within 14 days of the Goods being received.
14.2. Subject to Conditions 13.1 and 14.1, where the Buyer terminates or cancels the Contract and Goods have been delivered, subject to written agreement by the Company, the Goods must be returned at the Buyer’s expense in the condition in which they were delivered i.e. all Goods must be free from defects, boxed or otherwise packaged as delivered, not have been altered or repaired, used or subject to misuse, abuse, negligence or accident.
14.3. The Buyer must warrant that the Goods being returned are in re-saleable condition. If Goods are not in re-saleable condition, the Company shall not be obliged to accept the return and the Buyer must pay for the Goods in full.
14.4. Goods that are not in stock and are ordered specifically upon the request of the Buyer from a third party cannot be returned and the Buyer shall pay for such Goods in full. No refund is available for Goods ordered on behalf of the Buyer, from third parties.

15. GENERAL
15.1. 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.
15.2. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
15.3. Any waiver by the Company of any breach, or any default under any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach on default and will in no way affect the other terms of the Contract.
15.4. The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.5. The Company shall be entitled to assign, novate or transfer the benefit and/or burden of part or all of the Contract without prior reference to the Buyer.  The Buyer shall not be entitled to assign the Contract or any part without the prior written consent of the Company.
15.6. Any notice or other communication  required or permitted to be given by either party to the other under these terms shall be given in writing and addressed to the other party at its registered office, principal place of business or at such other address as may be notified to the other party from time to time and shall be delivered personally, sent by pre-paid first class post or other next Business Day delivery service or commercial courier or sent by email to the address notified by either party from time to time. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address aforementioned; if sent by pre-paid first-class post or other next Business Day delivery service, at 12 noon on the second Business Day after posting or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed or if sent by email, at 9.00am on the next Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
15.7. The Company shall not be in breach of the Contract nor liable for any delay or failure in the performance of any of its obligations under the Contract caused by factors outside the Company’s reasonable control. Without prejudice to the generality of the foregoing, strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of the Company or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery and power failure or breakdown in machinery shall be deemed to be beyond the Company’s reasonable control.
15.8. If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provisions in question shall not be affected and will remain in full force and effect
15.9. The Company reserves the right to amend the Terms and Conditions of Sale from time to time without putting the Buyer on notice of such amendment.  Any amendment will be accessible on the Company’s website and the burden is upon the Buyer to ensure it has up to date Terms and Conditions of Sale.
15.10. 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. The Buyer shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract
15.11. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives)
15.12. 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.