HSL Group Holdings Limited Terms and Conditions of Hire
These terms and conditions (‘the Terms’) are the terms on which HSL Group Holdings Limited (company number 3921612) of Units E & F, Glenfield Business Park, Phillips Road, Blackburn, Lancashire, BB1 5PF (‘HSL’) hires the Equipment to the Hirer. The Terms are not to be used for consumer contacts and for business use only. It is the Hirer’s responsibility to familiarise itself with the Terms.
1.1 For the purpose of these Terms and unless the context requires otherwise:
“Charges” means the total of the charges comprising the Hire Rate, the Full Hire Rate and the Idle Time Rate as set out in the Quote and any other charges to be paid by the Hirer to HSL in accordance with the Terms.
The “Contract” is the Contract between HSL and the Hirer for the hire of Equipment, which incorporates the Quote and is governed by the Terms.
“Delivery” means the Equipment leaving the Premises.
“Delivery Date” means the date on which the Hirer has requested Delivery of the Equipment as set out in the Quote.
“Equipment” covers all classes of Equipment, or replacement Equipment, machinery, vehicles, equipment, accessories, and any ancillary items, vehicles or equipment therefor and Supplied Personnel, which HSL agrees to hire to the Hirer, or anything which is supplied by HSL to effect the hire, and anything supplied by HSL for the safe operation and routine inspection and maintenance of the Equipment.
“Force Majeure Event” means an event beyond the reasonable control of HSL including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of HSL or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors;
The “Full Hire Rate” is the full rate of hire as set out in the Quote;
The “Hire Period” shall commence from the Delivery Date and shall continue until the Equipment is received back at HSL’s named depot or other agreed location as specified in the Quote.
The “Hirer” is the business taking HSL’s Equipment on hire and includes their successors or personal representatives.
The “Hire Rate” is the Full Hire Rate less the discount as specified in the Quote;
“Idle Time Rate” means 30% of the Full Hire Rate;
“Installation” means the installation of the Equipment at the Site by Supplied Personnel.
“Premises” means the location at which the Equipment is situated from which it shall be transported to the Site;
The “Quote” is HSL’s Quote form which will include details of the Equipment to be hired, the Hire Period, relevant hire rates and charges and any supplementary conditions to be incorporated into the Contract.
The “Site” means the location at which the Hirer elects for the Equipment to be delivered as set out in the Quote.
“Supplied Personnel” means the personnel supplied by HSL to the Hirer for the purposes set out in the Quote in connection with the Equipment.
A “Working Day” shall be any day except a public bank holiday in England.
“Writing” means by email, pre-paid or recorded delivery or facsimile transmission.
2. DELIVERY, ACCEPTANCE AND HIRE PERIOD
2.1 HSL shall prepare the Quote and prior to Delivery, the Hirer shall communicate its agreement to the Quote in Writing, acknowledging acceptance of the Contract. The person who signifies agreement of the Quote warrants that they are duly authorised on behalf of the Hirer to enter into the Contract and personally guarantees and indemnifies HSL against any and all liabilities incurred in accordance with this Contract.
2.2 In the event that the Quote has not been agreed in Writing, failure to reject the Equipment on Delivery will be deemed acceptance of the Terms by the Hirer unless otherwise previously agreed in Writing.
2.3 HSL shall use reasonable endeavours to make Delivery on the Delivery Date but for the avoidance of doubt time is not of the essence and HSL shall not be liable to the Hirer in the event of any delay caused by a Force Majeure Event.
2.4 During the Hire Period the Hirer must not relocate the Equipment from the Site except with the prior written consent of HSL.
2.5 Should the Hirer require the Equipment beyond the Hire Period, the Hirer must apply to HSL for such an extension. If the extension is accepted by HSL the Hirer must signify its agreement to a new Quote which shall form a new Contract stating the extension terms. Where possible HSL shall offer the Equipment at the same Charges as offered prior to the extension but HSL cannot make any guarantee that this will be the case.
2.6 If the Equipment is not made available for collection or returned to the Premises as agreed between the parties, such Equipment shall be deemed with immediate effect to be placed back on hire and the Full Hire Rate shall apply until such time as HSL can collect the Equipment at its convenience. The Hirer shall be responsible for the safekeeping of the Equipment in accordance with clause 4, and for all the reasonable costs and expenses incurred by HSL in seeking to collect such Equipment.
3. UNLOADING AND LOADING
3.1 The Hirer shall be responsible for the unobstructed access and egress and, unless otherwise agreed in Writing, for unloading and loading of the Equipment at the Site; and any Supplied Personnel for such unloading and/or loading shall be deemed to be under the direction and control of the Hirer. Such personnel shall for all purposes in connection with their employment in the unloading and/or loading of the Equipment be regarded as the servants or agents of the Hirer (but without prejudice to any of the provisions of clause 10) who shall be solely responsible for all claims arising in connection with unloading and/or loading of the Equipment by, or with the assistance of, such personnel.
4 QUOTE AND MAINTENANCE
4.1 Unless notification in Writing to the contrary is received by HSL from the Hirer in the case of Equipment supplied within one Working Day of:
(a) Delivery, where the Hirer collects the Equipment from the Premises (and written notice to be received within three Working Days of Delivery);
(b) the arrival of the Equipment at the Site (and written notice to be received within three Working Days of the arrival of the Equipment at the Site);
the Equipment shall be deemed to be in good order, save for either an inherent fault or a fault not ascertainable by reasonable examination, in accordance with Terms and to the Hirer’s satisfaction, provided that where Installation is required, the periods stated above shall be calculated from the date of Installation.
4.2 The Hirer shall be responsible for the safe keeping of the Equipment, its use in a workmanlike manner within the manufacturer’s rated capacity and in accordance with the manufacturer’s and/or HSL’s recommendations (‘Recommendations’), and its return on the completion of the Hire Period in equal good order (fair wear and tear excepted). The Hirer must ensure that everyone who uses the Equipment has been properly instructed in its safe and proper operation and has read the Recommendations.
4.3 The Hirer must without exception:
(a) transport and return any Equipment provided by HSL in a flight case in that flight case and return all cables, rigging hardware and chain hoists and any other equipment in the exact conditions as supplied with the respective Equipment. HSL may, at its absolute discretion, apply handling charges for breach of this clause;
(b) ensure that all channel marking tape must be removed from control desks immediately after use and that no food or drink comes on, over, above or in close proximity to control desks or any other electronic equipment. Under no circumstances must control desks or any other electronic equipment be used outdoors without adequate protection from the elements, including humidity or condensation when equipment is to be left outdoors overnight, electronic equipment must be left powered up and adequately supervised.
(c) keep all Equipment in a clean, dry, dust free environment for the Hire Period.
(d) upon the completion of the Hire Period, clean and where necessary, decontaminate the Equipment.
The Hirer shall be liable on demand for any costs, liabilities and expenses incurred by HSL should the Hirer fail to comply with this clause.
4.4 The Hirer warrants that it will not employ or otherwise use the Equipment on any illegal or unlicensed event. Should HSL in its reasonable opinion suspect that the Hirer is in breach of this clause it reserves the right to inform the police and any other relevant statutory authority and present details of the Hirer to them.
4.5 The Hirer shall at all times take all reasonable steps to keep himself acquainted with the state and condition of the Equipment. If such Equipment is continued at work or in use in an unsafe and unsatisfactory state or environment, the Hirer shall be solely responsible for any damage, loss, cost, expense or accidents whether directly or indirectly arising therefrom.
4.6 Any inspection report required under relevant legislation, or a copy thereof, shall be supplied by HSL, if requested by the Hirer, and returned on completion of the Hire Period.
4.7 The Hirer shall at all reasonable times allow HSL, his agents or his insurers to have access to the Equipment to inspect, test, adjust, repair or replace the same. So far as reasonably practicable the Hirer shall allow such access during the Working Day.
5 GROUND AND SITE CONDITIONS
5.1 The Hirer is deemed to have knowledge of the Site and the Hirer warrants that the condition of the Site is suitable for the use of such Equipment.
5.2 If, in the opinion of the Hirer, the ground of the Site (including any private access road or track) is soft or unsuitable for the Equipment to work on, travel over, be transported over, be erected or dismantled on without timbers or equivalent support, the Hirer shall supply and lay suitable timbers or equivalent support (‘Support’) in a suitable position for the Equipment to travel over, work on, be transported over, be erected or dismantled on, including for the purpose of delivery and collection.
5.3 Any Support supplied by HSL is provided solely to assist the Hirer under their duties within this clause 5 and expressly not to relieve him of his legal, regulatory or contractual obligations to ensure adequate stability of the Equipment.
5.4 The Hirer is responsible for the protection of, and liable for any damage to, any underground, surface or above ground services and utilities including, but not limited to cables, ducts, water pipes and gas lines, and any pavements, bridges, tunnels and roadways on or adjacent to the Site and the Hirer shall liaise as necessary and comply with all requirements of the relevant statutory authority or similar body.
6 SUPPLIED PERSONNEL
6.1 When the Equipment is accompanied by Supplied Personnel as set out in the Quote, HSL shall ensure that such Supplied Personnel are competent in operating the Equipment or for such purpose for which they are supplied and such Supplied Personnel shall be under the direction and control of the Hirer. Such Supplied Personnel shall for all purposes in connection with their employment in the working of the Equipment be regarded as the servants or agents of the Hirer (but without prejudice to any of the provisions of clause 10) and the Hirer shall be solely responsible for all claims arising in connection with the operation of the Equipment by the Supplied Personnel.
6.2 Supplied Personnel shall not operate anything other than the Equipment for which they are supplied as set out in the Quote unless previously agreed in Writing between HSL and the Hirer.
6.3 When HSL supplies Supplied Personnel, the Hirer shall not allow any other person to operate such Equipment without HSL’s prior written consent.
7.1 The Charges payable under this Contract are set out in the Quote and unless otherwise specified in the invoice the Hirer shall pay the Charges to HSL within 28 days of receipt of an invoice for the Charges. Time shall be of the essence in respect of the payment of Charges.
7.2 The Charges as set out in the Quote are exclusive of VAT. Where applicable VAT shall be payable in addition to the Charges at the rate or rates for the time being in force.
7.3 The Hire Rate shall be paid for the Hire Period. However, if more than one day is properly and unavoidably occupied in transporting the Equipment causing the Hire Period to be extended, a hire charge at the Idle Time Rate shall be payable for such extra time. The Full Hire Rate shall be paid by the Hirer in accordance with the provisions of clause 2.6.
7.4 HSL reserves the right to charge the Hirer for the late payment of any outstanding Charges under the Late Payment of Commercial Debts Regulations 2013, or any subsequent legislation.
8 BREAKDOWN, REPAIRS AND ADJUSTMENT
8.1 Any breakdown or the unsatisfactory working of or damage to any part of the Equipment must be notified by the Hirer immediately to HSL, and confirmed in Writing. Any claim for breakdown time will only be considered from the time and date at which written notification is received and acknowledged by HSL.
8.2 Charges will not be charged to the Hirer for any stoppage due to breakdown of the Equipment caused by the development of either an inherent fault or a fault not ascertainable by reasonable examination or fair wear and tear and for all stoppages for normal running repairs in accordance with the terms of the Contract. In the event that the Equipment becomes temporarily unusable or unavailable in accordance with this clause, HSL shall make available replacement Equipment (not necessarily of the same type and age) for collection by the Hirer within 48 hours (or as soon after that as is practicable) after the receipt of notification from the Hirer requesting replacement Equipment.
8.3 The Hirer shall not, repair, modify, interfere with or alter the Equipment without the prior written permission of HSL. In particular, cables must not be cut and plugs and sockets must not be rewired and identification marks or plates affixed to the Equipment must not be interfered with by the Hirer. Any Equipment found to have been repaired, modified, interfered with or altered in breach of this clause will be charged at replacement cost to the Hirer.
8.4 The Hirer shall be responsible for all expense involved arising from any breakdown, unsatisfactory working of or damage to any part of the Equipment due to the Hirer’s negligence, misdirection or misuse of the Equipment, whether by the Hirer or his servants, and for the payment of the proportion of the Charges in respect of that part of the Equipment at the Idle Time Rate during the period that that part of the Equipment is necessarily idle due to such breakdown, unsatisfactory working or damage. For the avoidance of doubt the parts of the Equipment which are not broken shall remain to be charged in accordance with clause 7.3. The Hirer is responsible for the cost of spares and/or repairs due to theft, loss or vandalism of the Equipment.
8.5 No claims will be admitted (other than those allowed for under this clause 8), for stoppages through causes outside HSL’s control, including but not limited to bad weather and/or ground conditions nor shall HSL be responsible for the cost or expense of recovering any Equipment from soft or unsuitable ground, or a hazardous environment or caused by a Force Majeure Event. For the avoidance of doubt, the Hirer shall be responsible for the cost and expense of recovering any Equipment from soft or unsuitable ground or a hazardous environment.
8.6 Each item of Equipment specified in the Quote is hired as a separate unit and the breakdown or stoppage of one or more units (whether the property of HSL or otherwise) through any cause whatsoever, shall not entitle the Hirer to compensation or allowance for the loss of working time by any other unit or units of Equipment working in conjunction therewith, provided that where two or more items of Equipment are expressly hired together as a unit, such items shall be deemed to be one unit for the purpose of breakdown.
8.7 If during the Hire Period HSL decides that urgent repairs to the Equipment are necessary then it may arrange for such repairs to be carried out on Site or at any location of its nomination. In the event that urgent repairs to the Equipment are necessary HSL shall be obliged to replace the Equipment with similar Equipment if available.
9 NOTICE OF ACCIDENTS
9.1 If the Equipment is involved in any accident resulting in injury to persons or damage to property, immediate notification must be given by the Hirer to HSL by telephone and confirmed in Writing to HSL no later than 24 hours after such telephone notification. In relation to any claim in respect of which the Hirer is not bound to fully indemnify HSL, no admission of liability, offer, promise of payment or indemnity shall be made by the Hirer without HSL’s prior written permission.
10 HIRER’S RESPONSIBILITY FOR LOSS AND DAMAGE
10.1 For the avoidance of doubt it is hereby declared and agreed that nothing in this clause affects the operation of clauses 3, 4, 6 and 8 of these conditions.
10.2 For the duration of the Hire Period the Hirer shall indemnify and keep indemnified HSL and hold HSL harmless against all loss of or damage to the Equipment from whatever cause the same may arise, fair wear and tear excepted, and except as provided in clause 8, and shall also fully and completely indemnify HSL and any Supplied Personnel against all losses, costs, damages and expenses in respect of all claims by any person whatsoever for injury to person or property caused by or in connection with or arising out of the storage, transit, transport, unloading, loading or use of the Equipment during the continuance of the Hire Period, and in connection therewith, whether arising under statute or common law.
11.1 The Hirer shall throughout the Hire Period (without prejudice to any liability of the Hirer to HSL) take responsibility for insuring the Equipment (including any replacement Equipment provided under these Terms) at its own expense. Underwriters against all loss or damage from all risks in an amount equal to the full new replacement value of the Equipment and continuance of Charges in the event Equipment is returned damaged, and is unable to be hired out.
11.2 If the Hirer takes out a policy of insurance in respect of the Equipment to cover the Hire Period it shall notify its insurers that the Equipment is on hire from HSL and request the insurers to endorse a note of HSL’s interest on the policy of insurance naming HSL as loss payee.
11.3 Where any event or accident occurs which is a risk covered by the Hirer’s insurance, the Hirer shall:
(a) immediately notify HSL in accordance with clause 9;
(b) not compromise any claim without the consent of HSL;
(c) indemnify HSL against all loss or damage to the Equipment not recoverable under the policy of insurance;
(d) allow HSL to take over the conduct of negotiations (except in relation to claims of the Hirer for personal injuries, or loss of or damage to the property of the Hirer); and
(e) at the expense of the Hirer, take such proceedings (in the sole name of the Hirer or jointly with HSL) as HSL shall direct, holding all sums recovered, together with any monies received by the Hirer under its policy of insurance, on trust for HSL and paying or applying the same as HSL directs and as provided in these Terms.
11.4 If the Equipment is declared a total loss the Hire Period will extend and only terminate once HSL has received full replacement Equipment or has been indemnified by the Hirer for all costs incurred due to the Equipment being unable to be hired out by HSL. HSL will offset any proceeds received from the sale or scraping of the Equipment after the cost of disposal or sale has been deducted from any proceeds received. The balance of any monies received from this process will be offset against the continuation of the Charges on behalf of the Hirer:
(a) Equipment substitutions may be considered by HSL as replacement for discontinued products always at HSL’s sole discretion, which replacement shall be deemed to be included in these conditions for all purposes, and the Hirer shall continue to be liable to pay Charges as if such loss had not taken place; or
(b)in or towards payment to HSL of the sum necessary to compensate HSL for the loss or profit suffered as a result of the loss of the Equipment.
11.5 HSL has the right to repair or have repaired the Equipment which suffers damage (and not a total loss), but if HSL does not choose to do so, the Hirer is liable at its own expense (but subject to any insurance proceeds) to reinstate or repair it and shall continue to pay Charges in respect of the Equipment during such reinstatement or repair.
11.6 The Hirer is liable to pay to HSL any amount deducted by the insurers by way of excess or in respect of damage caused to the Equipment prior to the date of total loss and shall indemnify HSL accordingly.
12 LIMITATION OF LIABILITY
12.1 Except for liability on the part of HSL which is expressly provided for in the Contract (including these clauses):
(a) HSL shall have no liability or responsibility for any loss, or damage of whatever nature due to or arising through any cause beyond hits reasonable control or for a Force Majeure Event;
(b) HSL shall have no liability or responsibility, whether by way of indemnity or by reason of any breach of the Contract, breach of statutory duty or misrepresentation or by reason of the commission of any tort (including but not limited to negligence) in connection with the hire, for any of the Hirer’s loss of profit, loss of use of the Equipment or any other asset or facility, loss of production or productivity, loss of contracts with any third party, liabilities of whatever nature to any third party, and/or any other financial or economic loss or indirect or consequential loss or damage of whatever nature; and
(c) whenever the Contract (including these clauses) provides that any allowance is to be made against Charges, such allowance shall be the Hirer’s sole and exclusive remedy in respect of the circumstances giving rise to the allowance, and such remedy shall be limited to the amount of Charges which would otherwise be or become due if the allowance in question had not been made.
12.2 For the avoidance of doubt, nothing in these conditions limits or seeks to exclude HSL’s liability for claims of death or personal injury caused by HSL’s negligence, fraud or for any other liability for which it is not permitted to seek to limit or exclude by operation of law.
13.1 The Hirer may terminate the Contract forthwith by giving notice to HSL in Writing at any time. Should the Hirer terminate the Contract in accordance with this clause 13.1:
(a) not less than 21 days prior to the Delivery Date then it shall be liable to pay 25% of the Charges to HSL;
(b) not less than 7 days but less than 21 days prior to the Delivery Date then it shall be liable to pay 50% of the Charges to HSL;
(c) less than 7 days prior to the Delivery Date then it shall be liable to pay the Charges in full.
13.2 HSL may terminate the Contract forthwith by written notice to the Hirer if one or more of the following events occur:
(a) the Hirer defaults in punctual payment of any sum due to HSL for hire of Equipment or other charges payable pursuant to these Terms;
(b) the Hirer fails to observe and perform the Terms of the Contract;
(c) the Hirer suffers, or HSL reasonably believes that the Hirer shall suffer, any distress or execution to be levied against him;
(d) the Hirer enters into any liquidation, calls any meeting of its creditors, or has a received or administrative receiver appointed of all or any of its undertaking or assets, or suffers the appointment or the presentation of a petition for the appointment of an administrator under the provisions of Part II of the Insolvency Act 1986, or is deemed by virtue of section 123 of the Insolvency Act 1986 to be unable to pay its debts; or
(e) the Hirer does or causes to be done or permit or suffer any act or thing whereby HSL’s rights in the Equipment may be prejudiced or put into jeopardy.
13.3 In the event of termination under clauses 13.1 – 13.2 above:
(a) The Hirer must give HSL or his agents, immediate unobstructed access to recover the Equipment; and
(b)HSL shall be entitled to claim the Charges outstanding as at the date of termination of the hire under this clause and return transport charges.
13.4 The rights under clauses 13.1 – 13.3 above:
(a) may be exercised notwithstanding that HSL may have waived some previous default or matter of the same or a like nature;
(b) shall not affect HSL’s right to claim damages for breach of Contract or recover any sums due under the Contract as a debt.
13.5 If the Hirer does not make payment of a sum by date on which payment of that sum is due to be made, HSL has the right to suspend performance of its obligations under the Contract. The right to suspend may not be exercised without first giving to the Hirer at least 2 days notice in Writing of HSL’s intention to suspend performance, stating the ground or grounds on which HSL intends to suspend performance. The right to suspend performance will cease when the Hirer makes payment in full of the amount due.
13.6 Notwithstanding clause 13.5, HSL reserves the right to suspend performance immediately and regain possession of the Equipment in the event that in its reasonable opinion it consider that the Equipment is at risk of damage.
14 OWNERSHIP RIGHTS
14.1 The Equipment shall at all times remain the property of HSL and the Hirer shall have no rights to the Equipment other than as hirer and the Hirer shall not do nor permit or cause to be done nay matter or thing consistent with HSL’s ownership or as a result of which HSL in respect of the Equipment are or may be prejudicially affected.
14.2 The Hirer shall not re-hire, sell, mortgage, charge, pledge, part with possession of or otherwise deal with the Equipment or any part thereof except with the prior written consent of HSL and shall protect the same against distress, execution or seizure.
14.3 The Hirer shall take all necessary steps (at its own expense) to retain and recover possession and control of the Equipment if the Hirer loses possession or control and shall indemnify HSL against all losses, damage, costs, charges and expenses arising as a direct result of any failure to observe and perform this clause 14.
15.1 The Hirer will be responsible for compliance with relevant regulations issued by the Government or Local Authorities and shall fully indemnify and hold harmless HSL against any charges or fines that HSL may become liable for as a result of the operation of the Equipment during the Hire Period.
15.2 If the Hirer is not fully familiar with the Equipment, HSL advises that the Hirer to contact HSL for the appropriate operating instructions. It is the Hirers responsibility to ensure that the persons using the Equipment have received the appropriate instructions, information and training under the Health and Safety at Work Act 1974.
15.3 No terms, conditions or warranties other than as specifically set forth in the Quote and these Terms shall be deemed to be incorporated or to form part of the Contract or shall otherwise govern the relationship between HSL and the Hirer in relation to the hire of any particular Equipment. This excludes all other terms or conditions which the Hirer may seek to apply under any order or acknowledgement or acceptance or similar document and supersedes all prior negotiations, representations or agreements, whether written or oral unless and to the extent that they are expressly accepted in Writing and signed by HSL.
15.4 HSL and the Hirer do not intend that any of the terms of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to the Contract, except that a person who is a successor to or an assignee of the rights of HSL is deemed to become a party to the Contract after the date of succession or assignment (as the case may be).
15.5 The rights of the Hirer under the Contract cannot be transferred or assigned without HSL’s prior written consent. HSL may assign, transfer, subcontract or make over all or part of the Contract without the Hirer’s consent.
15.6 The Hirer shall, whenever requested by HSL, execute such documents and do such acts and things as HSL may require to give full effect to the Contract.
15.7 No variation of these Terms shall be effective unless it is made in Writing, making specific reference to these Terms and is signed by both parties.
15.8 No omission or delay on the part of HSL in exercising any right under these Terms shall operate as a waiver by it of any right to exercise it in the future.
15.9 No right or remedy conferred upon or reserved to HSL by these Terms is exclusive of any other right or remedy in these Terms provided or permitted by law, and each shall be cumulative of every other right or remedy now or in the future existing and may be enforced by HSL concurrently or from time to time.
15.10 If any of these clauses are held to be unlawful, void or unenforceable, then that clause will be deemed severable and will not affect the validity and enforceability of the remaining clauses, to the extent permitted by law.
15.11 These Terms shall, as to any of its provisions remaining to be performed in whole or in part or capable of having effect following termination, remain in full force and effect notwithstanding termination.
15.12 Any notice:
(a) or other communication to be given under these Terms must be in Writing;
(b) or document shall be deemed served, if delivered, at the time of delivery; if posted by pre-paid or recorded delivery 48 hours after posting, and if sent by facsimile transmission or email, at the time of transmission provided that confirmation of such transmission is in the possession of the sender.
15.13 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).