Updated 17 July 2024

Our aim is to give care, skill and attention to your project or service visit – while this is our primary aim, we recognise the need for our relationship with you as our customer to be formally documented, to protect you and us. So please take the time to read these terms and conditions – these are the terms on which we will supply Goods and Services to you.

Your attention is particularly drawn to clause 10.

1. DEFINITIONS

1.1    When the following words with capital letters are used in these Terms, this is what they will mean:

1.1.1 Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

1.1.2 Business Hours: the period from 8am to 5pm on any Business Day;

1.1.3 Contract: the contract between Us and You for the supply of Goods and/or Services in accordance with these Terms;

1.1.4 Event Outside Our Control: is defined in clause 11.2;

1.1.5 Goods: the materials, equipment, accessories, replacement parts and consumables that We are to supply to you, as set out in the Order Confirmation;

1.1.6 Works: Any building work completed by Hague Dental Supplies (and/or their nominated contractors) or your own trades, in order to change an existing building or facilitate the creation of a new one;

1.1.7  Location: the location set out in the Order Confirmation, or such other location as We and You agree;  

1.1.8 Order: your order for the supply of Goods and/or Services, as set out in your written acceptance of our Quotation;

1.1.9  Order Confirmation:  an order confirmation document (or other written acceptance of the Order) sent by Us to You, agreeing to fulfil an Order;

1.1.10 Quotation: our quotation for the supply of Goods and/or Services, whether in writing or, in the case of call outs, by telephone or in writing;

1.1.11 Services: the installation, engineering and construction services that We are providing to you as set out in the Quotation and Order Confirmation;

1.1.12 Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.6; and

1.1.13 We/Our/Us: Hague Dental Supplies Limited, company number 03667772 with registered office at 1 Graylands Gateway, Langhurstwood Road, Horsham, West Sussex RH12 4QD.

1.2 When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.

2. OUR CONTRACT WITH YOU

2.1   These Terms and our acceptance of your Order in our Order Confirmation constitute the whole agreement between you and Us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us which is not set out in these Terms or our Order Confirmation.

2.2   The Order constitutes an offer by You to purchase Goods and/or Services subject to these Terms, which We shall be free to accept or decline at Our absolute discretion.

2.3   The Order shall only be deemed to be accepted when We issue an Order Confirmation at which point and on which date the Contract shall come into existence.

2.4   If any of these Terms conflict with any term of the Order Confirmation, the Order  Confirmation shall take priority.

2.5   Any price given by Us shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.

2.6  Where You, our customer, consist of two or more persons, those persons are jointly and individually responsible for payment of Our invoices.

3. CANCELLATION OF ORDERS AND CHANGES TO ORDER OR TERMS

3.1   Subject to clause 12, Orders placed cannot be cancelled in whole or part at any time, without Our prior written consent.  If We do give such consent, you shall be liable to pay Us any losses, charges, costs and expenses We have incurred in starting to fulfil the Order, to a minimum thirty percent of the full contract sum, including (without limitation) the cost of preparing plans and drawings, without prejudice to any other right or remedy We may have.  

3.2   You may request a change to the Order for Goods and/or Services by contacting Us. Where this means a change in the total price of the Goods and/or Services, We will notify you of the amended price (in writing if practicable), subject to Your approval within 5 Business Days. If We are unable to confirm the amount of the amended price for the Services, We will provide you with an estimate  and, subject to Your approval within 5 Business Days, you will be charged for our additional Services on a time and materials basis, at our daily rate at the time of your Order. We reserve the right to reject your change request at our sole and absolute discretion.

3.3  Whilst every effort is made to be as accurate as possible when giving a Quotation, it is not always possible to carry out a site visit and know the full extent of the costs involved. If we have provided an estimate of our price, we will confirm the actual price once the costs are ascertained by Our employees on site immediately prior to installation, subject to Your approval.

3.4 Within the order confirmation, it is not always feasible to provide a fixed cost for certain works and Goods and as such an “allowance” will be documented. An “allowance” is not an fixed cost and We will confirm the actual price once the costs are established.

3.5 Where there is a change in the description of works and or the value, this will be dealt with using a ‘Change Order’ (CO). The CO will detail the addition, omission, change, or substitution of any work and any increase or decrease in cost.

4. PROVIDING SERVICES

4.1  We will supply the Services to you in accordance with the specification for the Services as set out in our Order Confirmation in all material respects.

4.1.1 Works will be carried out in accordance with the Plans and Contract Documents issued by Hague Dental Suppliers using materials and workmanship to meet the requirements the Local Authority Building Control Officer, the latest relevant British Standards, CQC Guidelines and HTM 01-05.

4.1.2 Where relevant, all work required to facilitate the installation of regulated X-ray equipment (including, but not limited to, intraoral X-rays, OPGs, CBCTs, etc) will be completed in accordance with general RPA requirements and in accordance with the individual Practice’s specific RPA report/requirements, in conjunction with the requirements of IRR17.

4.2  We will use our reasonable endeavours to complete the Services on time but any dates agreed for performance of the Services are estimates only and time shall not be of the essence for performance of the Services. There may be delays due to an Event Outside Our Control. See clause 11 for Our responsibilities when an Event Outside Our Control happens.

4.3  We have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and We shall notify you in any such event.

4.4  You must:

4.4.1 ensure that any information you provide in your Order, any drawings, or other relevant documentation is complete and accurate;

4.4.2 co-operate with Us in all matters relating to the Services;

4.4.3 provide Us, Our employees, agents, consultants and subcontractors, with access to your premises and other facilities (including, without limitation, utility services, mobile telecommunications services, wi-fi services, computer equipment and network services) as required by Us to provide the Services;

4.4.4  where Our Services are provided as part of a program of works which involves the supply of other services by third party contractors ensure that we have such access as is necessary to provide our Services at the dates and times required by the program, without any interruption from any third party contractors;

4.4.5 provide Us in a timely manner with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.4.6 consult and communicate with Your Radiation Protection Advisor (RPA) and provide Us with confirmation of compliance prior to site attendance.

4.4.7 prepare your premises for the supply of the Services so that the premises are a clear, clean, adequate and safe working space for Us, Our employees, agents, consultants and subcontractors;

4.4.8 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and

4.4.9 keep and maintain all materials, equipment, documents and other property of Ours or of any third party engaged by us (Supplier Materials) at your premises in safe custody, maintain the Supplier Materials in good condition until returned to Us, and not dispose of or use the Supplier Materials other than in accordance with Our written instructions or authorisation.

4.5  If We are prevented or delayed from performing any of Our obligations by Your act, omission, or failure to perform any relevant obligation under the Contract, or an act or omission of any contractor engaged by You or one of your contractors  (Customer Default), then without limiting or affecting any other right or remedy available to us:-

4.5.1  We shall be entitled to suspend the Services and shall be allowed an extension of time to  perform Our obligations equal to the delay caused by the Customer Default;

4.5.2  We shall not be liable to You or any third party for any losses, liabilities, claims, costs and expenses arising directly or indirectly from any breach of Our obligations resulting from the Customer Default;

4.5.3  We shall be entitled to terminate the Contract subject to clause 12.1.1; and

4.5.4  You shall indemnify Us in full against any losses, liabilities, claims, costs and expenses (including any direct, indirect, or consequential losses, loss of profit and all interest, penalties and all professional costs and expenses)  suffered or incurred by Us arising out of or in connection with the Customer Default, including, without limitation:

(i)   any third party claims against Us (including, without limitation, claims by other third party contractors); and

(ii)   a sum of at least £1,500 plus VAT per day plus travel expenses for the daily charges of each of Our employee engineers, agents, consultants and subcontractors.

4.6  We may have to suspend the Services if We have to deal with technical problems, or to make changes agreed between you and Us in writing to the Services (in accordance with the change control procedure in clause 3.2). We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency.

4.7  If We draw up any specifications, documents, drawings or illustrations for you, We will own the copyright, design right and all other intellectual property rights in any specifications, drafts, documents, drawings or illustrations We make in connection with the Services for you. You must not use any such specifications, drafts, documents, drawings or illustrations drawn up by Us except to the extent necessary to obtain the benefit of the Services and you must not allow any third party to use specifications, drafts, documents, drawings or illustrations drawn up by Us, without Our prior written consent. If you do pass on such specifications, drafts, documents, drawings or illustrations for use by other persons or use them yourself without ordering Our Services, We shall be entitled to raise a charge equivalent to the number of hours taken to prepare the documents, chargeable at the prevailing hourly rate, subject to a minimum charge of £1,250 plus VAT. 

5. DELIVERY OF GOODS

5.1  We shall procure goods in line with the timeframes indicated at the point of order confirmation. When goods are received by Us, these must be paid in full within 14 days, regardless of when works are due to commence.

5.2   We shall deliver the Goods to the Location at any time after We notify you that the Goods are ready.

5.3   Delivery of the Goods shall be completed on the Goods’ delivery at the Location.

5.4   Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Event Outside Our Control or your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.5   If We fail to deliver the Goods, subject to clause 10, Our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by an Event Outside Our Control, your failure to provide Us with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

5.6   If you fail to accept or take delivery of the Goods within two Business Days of Our notifying you that the Goods are ready, then except where such failure or delay is caused by an Event Outside Our Control or by Our failure to comply with Our obligations under the Contract in respect of the Goods:

5.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which We notified you that the Goods were ready; and

5.6.2 We shall store the Goods until delivery takes place, If We are storing goods for you for a period greater than 12 weeks, storage fees will apply that will be quoted to You in writing.

5.7  If 2 Business Days after We notified you that the Goods were ready for delivery you have not taken delivery of them, We may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs,  charge you for any shortfall below the price of the Goods.

5.8   Where stated in the Order Confirmation, We may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle you to cancel any other installment.

6. QUALITY OF GOODS

6.1   We warrant that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:

6.1.1 conform in all material respects with their description and any applicable goods specification;

6.1.2 be free from material defects in design, material and workmanship;

6.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

6.1.4 be fit for any purpose held out by Us;

6.1.5 this warranty excludes consumable parts and items.

6.2   Subject to clause 6.3 and 6.4, if:

6.2.1 You give notice in writing to Us 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;

6.2.2 We are given a reasonable opportunity of examining such Goods; and

6.2.3 You (if asked to do so by Us) return such Goods to Our place of business at Your cost,

We shall, at Our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

6.3   We shall not be liable for the Goods’ failure to comply with the warranty in clause 6.1 if:

6.3.1 You make any further use of such Goods after giving a notice in accordance with clause 6.2;

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

6.3.3 the defect arises as a result of Our following any drawing, design or Goods specification supplied by you, or where your specification is incomplete or inaccurate;

6.3.4 you alter or repair such Goods without Our prior written consent;

6.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

6.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

6.4   Subject to clause 10, where We need to connect the Goods to your existing equipment, We do not accept liability for the cost of repairing or replacing parts on existing equipment which subsequently become faulty unless such damage results from the way We installed the Goods.

6.5   Except as provided in this clause 6, We shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.

6.6 Due to variations in age and condition of sub-floor structures, we do not accept liability for any undulations, floorboard movement or squeaks that may be present following the replacement of flooring, although every effort will be made to reduce this risk.

6.7   These Terms shall apply to any repaired or replacement Goods supplied by Us under clause 6.2.

7. TITLE AND RISK

7.1   The risk in the Goods shall pass to you on completion of delivery.

7.2   Except as set out in this clause, We will own the Goods until We have received payment in full (in cash or cleared funds) for:

7.2.1 the Goods; and

7.2.2 any other goods or services that We have supplied to you in respect of which payment has become due.

7.3   Subject to clause 7.4, until We have received payment of the sums due under clause 7.2, you must:

7.3.1 hold the Goods on a fiduciary basis as Our bailee;

7.3.2 store the Goods separately from all other goods held by you so that they remain readily identifiable as Our property;

7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

7.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

7.3.5 notify Us immediately if you become subject to any of the events listed in clauses 12.1.2, 12.1.3, 12.1.4, or 12.1.5; and

7.3.6 give Us such information relating to the Goods as We may require from time to time.

7.4   You may use the Goods in the ordinary course of business provided that You ensure that the Goods maintain their identity when incorporated into other products and can be separated by a simple procedure without causing damage and that We shall not lose title to the Goods when incorporated.

7.5   All Supplier Materials are Our exclusive property.

7.6   If before title to the Goods passes to you, you become subject to any of the events listed in clauses 12.1.2, 12.1.3, 12.1.4, or 12.1.5, or We reasonably believe that any such event is about to happen and notify you accordingly, then, without limiting any other right or remedy We may have, We may at any time require you to deliver up the Goods and if you fail to deliver up the Goods promptly, we may enter any premises of yours or of any third party where the Goods are stored in order to recover them.

8. INSTALLATION ACCEPTANCE

8.1 Our Services are complete when the installation of the Goods passes Our standard installation and test procedures.

8.2 Once “Beneficial Use” is achieved, the final balance of the contract sum becomes payable in accordance with the order confirmation.

8.3   Acceptance of the installation of Goods shall be deemed to have occurred on whichever is the earliest of:

8.3.1 the signing by you of an acceptance certificate and/or job sheet for the final installation;

8.3.2 the expiry of 7 days after the completion of the Services, unless You have given prior written notice of non-acceptance;

8.3.3 if you delay installation of the Goods, or any retests required following repair pursuant to Your notice of non-acceptance, for a period of 7 Business Days from the date on which We are ready to commence installation or retests, the end of the 7 Business Day period;

8.3.4 the use of the Goods by you or an end user in the normal course of business.

9. PRICE AND PAYMENT

9.1   The price of the Goods and Services will be set out in Our Order Confirmation. The price of the Goods is exclusive of all costs and charges of packaging, insurance and transport of the Goods, which shall be paid by you when you pay for the Goods. If you ask Us to carry out additional services over and above that set out in Our Order Confirmation, the price shall be on a time and materials basis at Our standard daily rate during Business Hours as set out in the Order Confirmation, an overtime rate of 50% of the standard daily rate (for time worked outside Business Hours), and expenses incurred by the individuals We engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, the cost of services provided by third parties and the cost of materials.

9.2   The prices for Goods and Services exclude VAT, which shall be invoiced to You. You must, on receipt of a valid VAT invoice from Us, pay to Us such additional amounts in respect of VAT as are chargeable on the supply of Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.3   We reserve the right to increase the price of the Goods and/or Services, by giving notice to you at any time before the delivery of the Goods or the completion of the Services, to reflect any increase in the cost of the Goods and/or Services to Us that is due to:

9.3.1 Any factor beyond Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

9.3.2 Any request by you to change the delivery date(s), quantities or types of Goods and/or Services ordered, or the goods specification; or

9.3.3 Any delay caused by any of your instructions in respect of the Goods and/or Services or your failure to give Us adequate or accurate information or instructions in respect of the Goods and/or Services, or in the event of a Customer Default.

9.4   In respect of Goods, We shall invoice You on or at any time after completion of delivery.  In respect of Services, We shall invoice You on completion of the Services.  Each invoice shall be payable in full within 30 days of the date of invoice.

9.5  Time for payment is a condition of the contract between You and Us.

9.6   We may, at Our absolute discretion, open a credit account for you. However, We reserve the right to refuse to do so and to ask for all Goods and/or Services to be paid for in advance.  If the Order Confirmation contains a deposit payment, such deposit must be paid within 5 Business Days of the date of Our invoice for such deposit, and in advance of the delivery of any Goods and/or the commencement of any Services.   

9.7   Customers requesting a credit account may be subject to a credit check.

9.8   If credit is refused, payment must be made in advance.

9.9   If credit is given, unless otherwise set out in the Order Confirmation or agreed in writing, all payments shall be made in full not later than 30 (thirty) days from the date of invoice.

9.10 If You fail to make payment on the due date then We shall be entitled without prejudice to any of Our rights under these Terms, to charge interest on the then outstanding amount at the rate of 1.5% (one and a half percent) per month or part of a month until the date of actual payment after as well as before any judgement.

9.11 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law.

10. LIMITATION OF LIABILITY

10.1 The limits and exclusions in this clause reflect the insurance cover We have been able to arrange and You are responsible for making Your own arrangements for the insurance of any excess loss.

10.2 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.3 Nothing in these Terms shall limit or exclude Our liability for:

10.3.1 death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors;

10.3.2 fraud or fraudulent misrepresentation;

10.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;

10.3.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

10.3.5 defective products under the Consumer Protection Act 1987.

10.4 Subject to clause 10.3:

10.4.1 We shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, or any indirect or consequential loss arising under or in connection with the Contract; and

10.4.2 Our total liability to you in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price of the Contract.

10.5 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.

10.6 This clause 10 shall survive termination of the Contract.

11. EVENTS OUTSIDE OUR CONTROL

11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.

11.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, act of God, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, malicious damage, accident, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

11.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:

11.3.1 We will contact you as soon as reasonably possible to notify you; and

11.3.2 Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.

11.4 Either You or We may terminate the Contract if the Event Outside Our Control continues for longer than 26 weeks by giving 14 days written notice to the other party.

12. TERMINATION

12.1  Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

12.1.1 the other party commits a material breach of its obligations under the Contract (including a Customer Default) and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing to do so;

12.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

12.1.3 a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on, or sued against, the whole or any part of the other party’s assets;

12.1.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

12.1.5 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

12.2  Without affecting any other right or remedy available to Us, We may terminate the Contract with immediate effect by giving written notice to You if You fail to pay any amount due under the Contract on the due date for payment.  This does not affect Our right to charge you interest under clause 9.10.

12.3  Without affecting any other right or remedy available to Us, We may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between You and Us if You fail to pay any amount due under the Contract on the due date for payment, You become subject to any of the events listed in clause 12.1.2 to clause 12.1.5 (inclusive), or We reasonably believe that You are about to become subject to any of them.  Upon such suspension, You must pay immediately all of Our outstanding unpaid invoices, if any, and interest and, in respect of Goods and/or Services supplied but for which no invoice has yet been submitted, we will submit an invoice which You must pay on receipt.

12.4 Upon termination of the Contract for any reason:

12.4.1 You must return all Supplier Materials and if You fail to do so, We may enter your premises and take possession of them;

12.4.2 the accrued rights and liabilities of You and Us shall 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; and

12.4.3 any provision of the Contract which expressly or by implication is intended to have effect after termination shall continue in full force and effect.

13. OTHER IMPORTANT TERMS

13.1 We may assign or transfer Our rights and obligations under these Terms to another organisation and subcontract or delegate in any manner any or all of Our obligations under these Terms to another organisation. We will always notify you in writing if we assign or transfer Our rights and obligations, but this will not affect your rights or Our obligations under these Terms.

13.2 You may only assign or transfer your rights or your obligations under these Terms to another party if We agree in writing.

13.3 This Contract is between you and Us. No other person shall have any rights to enforce any of its terms.

13.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

13.5 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you. 

13.6 Except as set out in these Terms, no variation of the contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Us.

13.7 The Contract and any dispute or claim arising out of or in connection with it shall be governed by English law.  You and We both agree to the exclusive jurisdiction of the English courts to settle any such dispute or claim.