General Terms and Conditions

Dated 06/2015

Kampmann UK Limited terms and conditions to supply
Thank you for choosing Kampmann UK Limited. The terms and conditions will apply to any contract between the Customer and the Supplier. You will be asked to agree to these Conditions before placing an Order. (Please see clause 1 below for an explanation of the relevant definitions).
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These Conditions will only apply to business customers. We unfortunately do not sell our goods to consumers – this may change in the future!
The Conditions and any Contract between us are only in the English language.

1.1 Definitions.
In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Catalogue: the list of the Supplier’s products that are listed in the Supplier’s product catalogue including the performance data, dimensions and finishes for each product.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.9.
Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning set out in clause 4.3.
Force Majeure Event: has the meaning given to it in 14.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods that is set out in the Catalogue, including any relevant plans or drawings that are not included in the Catalogue and which have been specially requested by the Customer, and in each case that is agreed in writing by the Customer and the Supplier as set out in the Order and the Order Acknowledgment.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer's order for the Goods as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation as the case may be. Telephone orders will not be accepted.
Order Acknowledgment: as set out in clause 2.3.
Supplier: Kampmann UK Limited registered in England and Wales with company number 8322014 whose trading address is at Dial House, Govett Avenue, Shepperton, Middlesex TW17 8AG.

1.2 Construction.
In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.


2.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification, including any submitted by the Customer, are complete and accurate.
2.3 The Order will only be deemed to be accepted when the Supplier accepts the Order in writing (Order Acknowledgment) and on which date the Contract will come into existence. The Order Acknowledgment will detail your Order and the estimated delivery period.
2.4 Any descriptions or illustrations of the Goods contained in the Catalogue are issued for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract or have any contractual force.
2.5 The Customer confirms that they have the authority to bind any business on whose behalf the Goods are purchased. The Customer further warrants that they have the necessary technical expertise and knowledge required to ensure that the correct and appropriate Goods are ordered.
2.6 If the Supplier is unable to supply the Goods, for example because a product is not in stock or no longer available or because the dispatch date cannot be fulfilled or because of an error in the price in the Catalogue the Order will not be processed. If payment for the Goods has already been made, the Customer will be entitled to receive a full refund.
2.7 Any quotation given by the Supplier will not constitute an offer, and is only valid for the period of validity noted in the quotation. Any variations or complaints about quotations must be submitted within one week. Where any changes are made to the original quotation, the Supplier will issue a new quotation. Any orders placed after the period of validity will also be subject to a new quotation.
2.8 The Supplier reserves the right to make any changes in the specification of any Goods which are required to conform with any applicable statutory or E.C. requirements or, where Goods are to be supplied to the Supplier’s specification, which do not materially affect their quality or performance.


3.1 The Goods that are the subject of the Order are described in the Goods Specification.
3.2 The Customer will ensure that the terms of the Order and, if submitted by the Customer, the Goods Specification, are complete and accurate.
3.3 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer will indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This clause 3.3 will survive termination of the Contract.


4.1 The Supplier will ensure that each delivery of the Goods is accompanied by an invoice detailing the Order and a delivery note which shows the date of the Order, the Customer’s Order number, all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable and the dimensions and finishes for each Goods included in the Order), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 Delivery of the Goods will be made CPT (carriage paid to) the Delivery Location (Incoterms 2010). The delivery will be made by the Supplier delivering the Goods to the place for delivery that is set out in the Order Acknowledgment. If the Customer requires delivery to be made at a specific time then this must be stated as a requirement when you submit the Order and will only be accepted once the Supplier has confirmed the delivery date in writing. The Customer must contact the Supplier immediately if there is an error in the delivery location referred to in the Order Acknowledgment.
4.3 Any change to the estimated delivery period referred to in the Order Acknowledgment or as otherwise agreed between the parties will only be effective once confirmed by the Supplier in writing.
4.4 Any delivery or collection location referred to in clause 4.2 will be known as the “Delivery Location”.
4.5 Delivery of the Goods will be completed on the Goods' arrival at the Delivery Location.
4.6 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier will not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Supplier fails to deliver the Goods, its liability will be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier will have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any other relevant instruction related to the supply of the Goods.
4.8 If the Customer fails to accept or take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods will be deemed to have been completed at 9.00 am on the fourth Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier will store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.9 If, four Business Days after the Supplier notified the Customer that the Goods were ready for delivery, the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.10 The Customer will not be entitled to reject the Goods if the Supplier delivers up to and including 10 per cent more or less than the quantity of Goods ordered.
4.11 The Supplier may deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment will constitute a separate contract. Any delay in delivery or defect in an instalment will not entitle the Customer to cancel any other instalment.
4.12 If circumstances arise after the date of the Contract which will materially affect the Customer’s credit worthiness, the Supplier will be entitled to suspend any part of the Contract until such time as the Supplier is reasonably satisfied that the Customer will be able to comply with its obligations under this agreement.


5.1 The Supplier does not agree to deliver to addresses outside the UK. The order will only be accepted if the Order is for delivery to an address in the UK.
5.2 Any requests for Orders received from outside the UK will be referred to Kampmann GmbH.


6.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of the invoice included in the Order Acknowledgment (Warranty Period), the Goods will:
(a) conform with their description and any applicable Goods Specification;
(b) be free from material defects in design, material and workmanship; and
(c) be fit for any purpose held out by the Supplier.
6.2 Subject to clause 6.3, if:
(a) the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods;
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost; and
(d) the Supplier will, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Supplier will not be liable for the Goods' failure to comply with the warranty in clause 6.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 6.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the defect arises as a result of minor discrepancies from agreed features in relation to colour and finish; and
(g) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
6.4 Except as provided in this clause 6, the Supplier will have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
6.5 The terms of these Conditions will apply to any repaired or replacement Goods supplied by the Supplier under clause 6.2.


7.1 The risk in the Goods will pass to the Customer when the Goods are delivered by the Supplier to the nominated carrier selected to deliver the Goods to the Delivery Location, or if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods.
7.2 Title to the Goods will not pass to the Customer until the Supplier has received payment in full (in cleared funds) for:
(a) the Goods; and
(b) any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.
7.3 Until title to the Goods has passed to the Customer, the Customer will:
(a) hold the Goods on a fiduciary basis as the Supplier's bailee;
(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1(a) to clause 12.1(g); and
(f) give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
7.4 Until ownership of and title to the Goods has passed to the Customer (and provided the Goods are still in existence and/or haven’t been resold) and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.


8.1 The price for Goods will be the price set out in the Order or, if no price is quoted, the price set out in the Catalogue as at the date of delivery. The price of the Goods is inclusive of all costs and charges of packaging the Goods. The price for the delivery of the Goods will be set out separately in the Order. The price set out in the Order will be exclusive of the costs of any system design services, any costs associated with the unloading of the goods at the Delivery Location or installation services and any insurance, which will be paid by the Customer seperately either when it pays for the Goods (unless stated otherwise) or if such services are arranged by the Customer seperately and independently. The Supplier is under no obligation to provide installation services.
8.2 The prices of the Goods as stated in the Catalogue do not include delivery charges. The delivery charges will be set out in the Supplier’s quotation.
8.3 The Supplier reserves the right to:
(a) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
8.4 The Customer will pay each invoice submitted by the Supplier:
(a) as set out in the relevant invoice; and
(b) promptly and in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment will be of the essence of the Contract.
8.5 Any orders supplied on credit must be paid by cheque or bank transfer at the time when they fall due as stated on the invoice.
8.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) and will be set out in the relevant invoice. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer will, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.
8.7 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier will have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current Bank of England’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
8.8 The Customer will pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer will not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8.9 The Supplier reserves the right to suspend the delivery if it is unable to process the payment.


All Intellectual Property Rights in or arising out of or in connection with the Goods will be owned by or licensed by the Supplier. The Customer will not allow any trade mark, instructions, warning or other information applied to the Goods to be removed, amended or obscured.

A party (Receiving Party) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party will restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and will ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 will survive termination of the Contract.


11.1 Nothing in these Conditions will limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation;
11.2 The Supplier will not in any circumstances have any liability for any loss or damage which may be suffered by Customer, whether suffered directly or indirectly, whether immediate or consequential and whether arising in contract, tort (including negligence) or otherwise, and which falls within any of the following categories:
(a) special or indirect or consequential damage or loss, even if the Supplier was aware of the circumstances in which such damage or loss could arise;
(b) loss of profits (whether considered a direct or indirect loss);
(c) loss of anticipated savings;
(d) loss of business opportunity;
(e) loss of goodwill or damage to reputation;
(f) loss or corruption of data or information;
(g) loss of production; or
(h) for any remedial work in respect of the Goods, carried out by third parties instructed by the Customer or where the Supplier’s installation and operation instructions (if any) and any instructions issued by any manufacturer, are not followed. The Supplier will be entitled to charge the Customer for such remedial works.
11.3 Subject to clauses 11.1 and 11.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract or any collateral contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the amount paid by the Customer to the Supplier in respect of the Goods in question.
11.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.5 The Contract constitutes the entire agreement between the parties. 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.
11.6 The Customer acknowledges that in entering into this Contract the Customer does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions or any document expressly referred to in them.
11.7 The Customer and the Supplier agree that neither party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
11.8 This clause 11 will survive termination of the Contract.


12.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under this Contract on the Due Date;
(b) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
(c) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a receiver is appointed over the assets of the Customer;
(e) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(a) to clause 12.1(d) (inclusive);
(f) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
(g) the Supplier reasonably believes that any of the events mentioned above are about to occur in relation to the Customer and notifies the Customer accordingly.
12.2 Without limiting its other rights or remedies, the Supplier will have the right to suspend any and all deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:
(a) the Customer fails to make pay any amount due under this Contract on the Due Date; or
(b) the Customer becomes subject to any of the events listed in clause 12.1(a) to clause 12.1(g), or the Supplier reasonably believes that the Customer is about to become subject to any of them.


On termination of the Contract for any reason:
(a) the Customer will immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest;
(b) the Customer will return any of the Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights and remedies of the parties as at termination will not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination will continue in full force and effect.


14.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, supply shortage of any raw materials or any other materials which are required to manufacture the Goods, 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.
14.2 The Supplier will not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.3 If the Force Majeure Event prevents the Supplier from providing any of the Goods for more than eight weeks the Supplier will, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

15.1 The Customer will be responsible for all costs, charges and expenses arising from or in connection with the decommissioning, recovery, recycling and disposal of all or part of the Goods and the Supplier will not be liable for any associated cost or expenses.
15.2 The Customer is responsible for obtaining and complying with all relevant licences, permissions, permits and consents from any appropriate regulatory bodies and for complying with any other regulated authority in connection with the storage, installation, operation, use, maintenance, repair, transportation, decommissioning, recovery and eventual disposal of the Goods.
15.3 The Customer will indemnify the Supplier against all costs (including reasonable legal costs) incurred by the Supplier arising from any breach of this clause 15 by the Customer whether wilful, deliberate, negligent or otherwise.


16.1 Assignment and subcontracting.
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer will not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.2 Notices.
(a) Any notice or other communication required to be given to a party under or in connection with this Contract will be in writing and will be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
(b) Any notice or other communication will be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am 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 fax, on the next Business Day after transmission.
(c) This clause 16.2 will not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" will not include e-mails and for the avoidance of doubt notice given under this Contract will not be validly served if sent by e-mail.
16.3 Testing, Inspection and Documentation. The Supplier does not carry out testing and inspection services. This will need to be arranged and paid for separately by the Customer.
16.4 Insurance. The parties will maintain levels of insurance sufficient to cover their liabilities and obligations under the Contract and at law, and will exhibit such certificates of insurance and evidence of payment of premiums where reasonably requested by the other party.
16.5 Waiver. A waiver of any right under the Contract is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
16.6 Severance.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract will not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
16.7 No partnership or agency. Nothing in the Contract is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.
16.8 Third parties. A person who is not a party to the Contract will not have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
16.9 Variation. Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract will only be binding when agreed in writing and signed by the Supplier.
16.10 Governing law and jurisdiction. 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), will be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.