These terms and conditions (T&Cs) are the only terms on which MSS Products Limited (company registered in England and Wales under number 04361302) (MSS) is prepared to supply goods (Goods). MSS does not sell to consumers and consumer rights legislation shall not apply. Particular attention is drawn to clauses 6 and 7.

 

1      DEFINITIONS

1.1    The following definitions and rules of interpretation shall apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London, UK are open for business.

Buyer: the legal entity who has purchased, or agreed to purchase, Goods from MSS acting in the course of business.

Contract: the contract between MSS and the Buyer for the sale and purchase of Goods incorporating these T&Cs.

Insolvency Event: the Buyer becoming insolvent or bankrupt or ceasing or suspending carrying on it business (or any part of it) or payment of its debts or becoming unable to pay its debts as they fall due or being dissolved, or entering into a composition, compromise or arrangement to reschedule or restructure its debt with or for the benefit of its creditors, or compulsorily or voluntarily entering into liquidation or obtaining a moratorium, or having an administrator, receiver, liquidator or manager appointed over the whole, or a substantial part, of its undertaking or assets, or any creditor or encumbrancer attaching or taking possession of or a distress, execution, sequestration or other such process being levied or enforced on or sued against the whole or any part of its assets, or any steps being taken in preparation for the foregoing or any equivalent or similar event occurring in any jurisdiction to which the Buyer is subject.

Losses: all claims, liabilities, damages, fines, losses and/or penalties (including any direct, indirect or consequential losses and all interest and legal and other costs and expenses) of whatsoever nature or kind and whenever arising.

Order: the Buyer's order for the Goods.

Price: the price to be paid by the Buyer for the Goods.

Quotation: a written quotation for the Goods issued by MSS to the Buyer.

Specification: the specification for the Goods, including any related plans and drawings, which are agreed in writing by the Buyer and MSS.

Written Confirmation: MSS’s written acceptance of an Order, together with any other commercial terms expressly agreed by MSS in writing and signed by an authorised representative of MSS (in any one or more written documents, including email).

1.2   The word “including” shall be deemed to be followed by “without limitation”.

 

2     ORDERS & FORMATION

2.1   Each Order constitutes an offer by the Buyer to purchase the Goods in accordance with these T&Cs. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate as Goods are made to order and once a Contract has been formed, the Order shall be irrevocable. MSS shall not be liable for any defect in the Goods arising from any drawing, design or specification supplied by or on behalf of the Buyer. 

2.2   A Quotation does not constitute an offer to supply. The Quotation contains an estimated Price, as per clause 3.1 below. Unless withdrawn earlier or specified otherwise in writing, such Quotation shall only be valid for 30 days (a Valid Quotation).

2.3   MSS reserves the right to reject any Order in its sole discretion. Each Order shall only be deemed accepted when MSS issues a Written Confirmation of the Order or, if earlier, when the Goods are delivered to the Buyer (in whole or in part), at which point a Contract shall come into existence. Once accepted, full payment shall be due. The Order cannot be cancelled except with MSS’s prior written consent and subject to payment by the Buyer for all work-in-progress.

2.4   Each Contract incorporates these T&Cs, together with the Written Confirmation of the Order and the terms of a Valid Quotation (if any). Any terms specified in the Written Confirmation shall take precedence over the remainder of the Contract in the event of a conflict. The terms of the Contract constitute the entire agreement of the parties and supersede all other terms, conditions, warranties and representations that may apply to the sale of Goods, whether the same are made prior to or subsequent to the Order, which are hereby excluded to the fullest extent permitted by law. Any terms contained in the Buyer’s Order (unless expressly agreed in the Written Confirmation) or which the Buyer seeks to impose or incorporate or which may be implied by trade, custom, practice, course of dealing or otherwise are hereby excluded and the Buyer waives all rights to rely on the same. 

2.5   The Goods shall be described in the Specification. MSS reserves the right to amend the Specification from time to time, including after a Contract has been agreed, if required by any applicable laws or regulations.

2.6   All specifications, samples, drawings, illustrations, descriptions, statements, price lists and particulars of weights and dimensions contained in MSS’s promotional or advertising materials are approximate only and are intended merely to present a general idea of the goods described therein. None of these documents shall form part of the Contract, unless expressly agreed in writing by MSS. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of MSS which is not set out in the Contract.

 

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3     PRICE AND PAYMENT

3.1   The Price payable by the Buyer will be set out in the Written Confirmation and will comprise of an amount based on the market rate for copper, aluminium, silver, brass and/or any other commodities (the Commodity Price), plus all other costs of supply. Any Quotations contain estimated Prices only which are not fixed until an Order has been accepted and MSS has confirmed the Price in writing.

3.2   Unless otherwise agreed in writing, the Price is exclusive of value added tax (VAT) and any other applicable sales taxes, customs duties, tariffs, imposts, levies and other similar charges (Taxes), which shall be invoiced to and payable by the Buyer.

3.3   MSS reserves the right at any time prior to delivery of the Goods to increase the Price payable by the Buyer as a result of: (a) any request by the Buyer to change the delivery date, specification, quantity or type of Goods; (b) the Buyer's failure to provide adequate, timely or accurate information or instructions; (c) any delay in delivery of the Goods; and/or (d) any other factor beyond the Seller’s reasonable control (including foreign exchange or commodity fluctuations or instability, increases in VAT and/or Taxes, increases in labour, materials and other manufacturing or delivery costs, changes in appliable laws or regulations and/or a Force Majeure Event impacting MSS’s costs or ability to supply).

3.4   The weight of Goods shown on MSS’s invoices shall be binding unless shortages are made known to and verified by MSS upon delivery in accordance with clause 7.4.

3.5   Unless otherwise stipulated in the Written Confirmation, payment is due in full on the last day of the calendar month following the calendar month in which MSS delivers the Goods to the Buyer. Payment shall be made to the bank account nominated in writing by us. Time is of the essence for payment.

3.6   MSS reserves the right to amend the payment terms at any time on notice to the Buyer, including by requiring payment on account in advance of delivery. 

3.7   Without limiting any other rights or remedies MSS may have, where the Buyer fails to make any payment in accordance with these T&Cs or MSS is otherwise concerned about the Buyer’s financial stability, MSS shall be entitled to:

(a) demand immediate payment of all outstanding amounts owed to MSS;

(b) suspend further deliveries until full payment has been received;

(c) reduce or withdraw any payment and credit options and/or volume discounts, rebates or other incentives; and/or

(d) charge interest on the overdue amount both before and after judgment at the rate of 8% per annum above the Bank of England’s base rate for the time being in force, accruing on a daily basis from the due date until actual payment of the overdue amount.

3.8   The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). MSS may at any time, without limiting any of its other rights or remedies, set off any amount owing to it by the Buyer against any amount payable by it to the Buyer.

 

4    DELIVERY

4.1   Unless otherwise specified in the Written Confirmation, delivery shall be EXW (Ex Works from MSS’s UK premises, Incoterms 2020). Any delivery costs shall be charged in addition.

4.2   MSS shall be entitled to make deliveries in instalments and each instalment shall constitute a separate Contract and may be invoiced separately. Any delay in delivery or defect with any delivered Goods shall not entitle the Buyer to cancel, or refuse delivery or payment of, any other Order, delivery or instalment.

4.3   Any dates specified or agreed for the collection, despatch or delivery of the Goods are estimates only and time shall not be of the essence. MSS reserves the right to despatch or deliver the Goods or require the Goods to be collected in advance of any agreed dates. If no collection, despatch or delivery dates have been specified by MSS, delivery of the Goods shall be within a reasonable time.

4.4   Delivery of the Goods is subject to the Buyer’s full compliance with the terms of the Contract and provision of all necessary information (including adequate delivery instructions) relevant to the supply of the Goods.

4.5   MSS shall not be liable for any Losses suffered and/or incurred by the Buyer and/or its customers as a result of any delay (even if as a result of negligence) in delivery of the Goods. The Buyer shall be required to accept and pay for the Goods in full, notwithstanding any delay. 

4.6   If the Buyer fails to accept delivery of the Goods or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered then, except where such failure or delay is caused by a material breach of these T&Cs by MSS, MSS shall be entitled (in its discretion) to:

(a) treat the Goods as having been delivered at 9am on the scheduled delivery date;

(b) charge the Buyer for storage of the Goods from such point, together with all related costs and expenses (including insurance and costs of redelivery); and

(c) resell or otherwise dispose of the Goods if the Goods have not been re-delivered to the Buyer within ten Business Days of the original date scheduled for delivery.

 

5     RISK AND OWNERSHIP

5.1   Risk in the Goods shall remain with MSS until actual or deemed delivery in accordance with clause 4.

5.2   Notwithstanding delivery and the passing of risk in the Goods, ownership of and legal and equitable title to the Goods shall not pass to the Buyer until the earlier of:

(a) receipt of full payment in cleared funds of all sums due under the Contract;

(b) use of, damage to or destruction of the Goods, or the combination or incorporation of the Goods with other items, after risk has passed (such that the Goods are no longer in their original condition);

(c) sale of the Goods by the Buyer; or (d) the date notified by MSS in writing.

If sub-clause (b) or (c) applies, title shall pass at the time specified in clause 5.4(b). 

5.3   Until such time as title has passed to the Buyer, the Buyer shall: (a) hold the Goods as MSS’s fiduciary agent and bailee; (b) store the Goods securely in appropriate conditions, separately from all other goods held by the Buyer and identify those Goods as the property of MSS; (c) keep the Goods in good condition and not damage them nor destroy or deface any identifying mark or packaging; (d) not encumber, charge or grant security over such Goods; (e) notify MSS immediately if the Buyer suffers an Insolvency Event; (f) provide MSS with such information as MSS may require from time to time (including the location of the Goods); (g) at MSS’s request, deliver up all such Goods in the Buyer’s possession, custody or control; (h) permit MSS, and grant MSS an irrevocable licence, to enter any premises where the Goods are stored (at any time and without notice) to inspect and/or repossess such Goods; and (i) keep the Goods insured on MSS’s behalf for the full value against “all risks”. 

5.4   Notwithstanding clause 5.3 above, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business before title has passed, provided:

(a) the Buyer shall act as principal and not as MSS’s agent if the Goods are disposed of or sold; and

(b) title to the relevant Goods shall pass to the Buyer immediately before any disposal or sale or any use, damage or destruction of the Goods or combination or incorporation with other items such that the Goods are no longer in their original condition.

If the Buyer becomes subject to an Insolvency Event before title to the Goods passes to the Buyer, the Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately.

 

6    WARRANTY

6.1   MSS warrants that on delivery, and for a period of three (3) months from the date of delivery (“the Warranty Period”), the Goods will be of satisfactory quality and will comply in all material respects with the Specification (“the Warranty”).

6.2   The Buyer, as an informed and skilled business operating within the industry, is solely responsible for compiling the Specification, ensuring its accuracy and ensuring the Goods are fit for purpose. MSS gives no warranty or other assurances in this regard, unless expressly set out in the Specification.

6.3   Save as expressly set out in these T&Cs, no warranty, representation, guarantee or condition whatsoever is made or offered by MSS as to the quality of the Goods, fitness for purpose, correspondence with descriptions or samples, expected life or wear or otherwise, whether express or implied and whether on the basis of common law, statute (including the Sale of Goods Act 1979), trade customs, conduct of the parties or otherwise and the same are all hereby expressly waived and excluded to the fullest extent permitted by law.

6.4   Subject to MSS receiving written notice from the Buyer of a defect during the Warranty Period within three (3) days of delivery of the Goods or within three (3) days of discovery of a latent defect not apparent on inspection, if the Goods do not comply with the Warranty, MSS shall (at its option) repair or replace such Goods, failing which it shall issue a credit note in respect of the Price paid for such Goods. This shall be the Buyer’s sole and exclusive remedy for defective Goods and MSS shall have no further liability whatsoever for any defects or failure to correspond with the Specification. The Goods shall not be replaced or credited until the defective Goods (including any commodity components) have been returned to MSS (save in respect of delivery shortages where MSS shall, at its option, either re-deliver the missing Goods or make an appropriate adjustment to the invoice).

6.5   MSS shall not be liable for any defective or incomplete Goods and the Buyer shall waive all rights to bring a claim if: (a) the Buyer has made any further use of the Goods after noticing a defect; (b) the defect has arisen because the Buyer failed to follow MSS’s written or verbal instructions as to the storage, use or maintenance of the Goods or (if there are no such instructions) best trade practice; (c) the defect has arisen as a result of MSS following any specification, drawings, design or instructions supplied by the Buyer; (d) the Buyer has altered or repaired the Goods or tampered with them without MSS’s prior written consent; (e) the defect has arisen after risk has passed to the Buyer as a result of fair wear and tear, wilful or accidental damage, negligence or neglect or abnormal storage or working conditions; (f) the defect has arisen because the Buyer or a third party has installed, combined or incorporated the Goods with additional items; (g) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable law or regulations or instructions of the Buyer; (h) the Buyer has failed to notify MSS of the defect within the period prescribed in clause 6.4; (i) the Buyer has failed to allow MSS (or its representatives) an opportunity upon the first request to examine and inspect the Goods, the alleged damage and/or storage conditions and/or the Buyer has failed to provide any supporting evidence or information requested by MSS: (j) the Goods have not been returned to MSS; or (k) the Buyer (or its representative) signed to accept delivery and did not make a written note of the defect or shortage on that document (save for a latent defect not apparent upon inspection).

 

7     LIABILITY

7.1   Nothing in the Contract shall limit or exclude liability which cannot be limited or excluded by law. This clause 7 shall survive termination of the Contract.

7.2   Subject to clause 7.1, MSS shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), for breach of statutory duty, misrepresentation (whether negligent or innocent), restitution or otherwise, for any loss of revenue or profits; loss of anticipated savings; loss of sales, business or opportunity; wasted expenditure; loss of production; loss of or damage to reputation or goodwill; pure economic loss; and/or for any special, indirect, consequential, incidental or punitive damages, howsoever arising under or in connection with the Contract.

7.3   Subject to clause 7.1:

(a)   the sole and exclusive remedy for defective, damaged and/or incomplete Goods is set out in clause 6.4 and is subject to the exclusions of liability in clause 6.5 and this clause 7; and

(b)    in respect of all other claims, the total aggregate liability of MSS to the Buyer for all claims arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation (whether negligent or innocent), restitution or otherwise, shall in no circumstances exceed the Price paid by the Buyer in respect of the Contract, less the Commodity Price charged to the Buyer.

7.4   MSS shall have no liability for any claim in respect of damage or loss in transit, shortage of Goods or any defect in the Goods unless notice in writing of such claim is given to MSS within the notice periods specified in clause 6.4 or, in the case of a shortage, within three (3) days of delivery or, in the case of Goods lost in transit, within three (3) days of the due date for delivery.

7.5   Subject to clause 7.1, MSS shall have no liability for a claim under the Contract unless the Buyer notifies MSS in writing of its intention to bring such a claim in reasonable detail within the Warranty Period.

7.6   To the fullest extent permitted by law, MSS shall have no liability whatsoever to the Buyer for the design and/or use of the Goods and/or for any product which the Goods are incorporated or combined with by the Buyer or a third party (Finished Goods). The Buyer hereby indemnifies and shall keep MSS and its affiliates indemnified on demand from and against all Losses suffered or incurred by or awarded against MSS and/or its affiliates in connection with: (a) the use by MSS or its subcontractors or suppliers of any drawing, design or specification supplied by or on behalf of the Buyer or other compliance with the Buyer’s instructions; (b) any claim that Goods manufactured to the Buyer’s drawing, design, specification or instructions infringe the intellectual property rights or other proprietary rights of a third party; and (c) any claims arising from the sale, distribution and/or use of any Finished Goods of which the Goods form a part (including any third party claims for death or personal injury).

 

8    INTELLECTUAL PROPERTY

8.1   Save to the extent the Specification has been contributed to and/or designed by the Buyer, all copyright, design rights, trade marks, patents and other intellectual property rights subsisting in and/or relating to the Goods, the Specification and/or to the MSS business (including in any brochures, the MSS website and product designs and descriptions) vest in and shall be owned and remain at all times absolutely and unconditionally owned by MSS. Any use of MSS’s intellectual property rights is subject to the prior written permission of MSS.

8.2   The Buyer shall be solely responsible for ensuring that all designs, drawings, specifications and instructions supplied by the Buyer do not infringe the intellectual property rights of any third party and shall deliver the same to MSS fully cleared for use in accordance with the Contract.

 

9    TOOLING AND PACKING

9.1   Any dyes, tools or equipment which MSS is required to specifically obtain or commission in order for MSS to fulfil any Order shall remain the sole and exclusive property of MSS at all times. The Buyer shall have no legal right or interest in or to such items and no right of possession, irrespective of whether the Buyer has paid for or contributed towards the cost of such items.

9.2   Unless otherwise specified in a Written Confirmation, all packing cases, skids, drums and other packaging material must be returned to MSS’s premises at the Buyer’s expense, in good condition within one month from the date of delivery. If not so returned, the Buyer will be charged for the full cost of replacement of the relevant packaging material(s) and such amount shall be payable upon receipt of an invoice from MSS.

 

10  TERMINATION

10.1   Without prejudice to any other rights or remedies of MSS, MSS shall be entitled to immediately suspend or terminate the Contract or any part thereof (including any scheduled delivery or instalment) by written notice to the Buyer if: (a) any amount due under any Contract with the Buyer is not paid to MSS by the due date for payment; (b) the Buyer defaults in respect of, or commits any breach of, the Contract, or of any other obligations to MSS; (c) the Buyer suffers an Insolvency Event; or (d) the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the Contract is in jeopardy.

10.2   On termination of the Contract for any reason the Buyer shall immediately pay to MSS all outstanding unpaid invoices and interest. The Buyer hereby indemnifies and shall keep MSS indemnified on demand from and against all Losses suffered or incurred by or awarded against MSS arising out of or in connection with termination of this Contract pursuant to clause 10.1, including the costs of enforcement of the Contract.

10.3   Suspension or termination of any Order shall not affect any rights and remedies that have accrued up to that date, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of suspension or termination.

10.4   Any provisions of the Contract which expressly or by implication survive termination of the Contract shall continue in full force and effect.

 

11    FORCE MAJEURE

11.1   MSS shall not be in breach of a Contract or otherwise liable for any delay in performing or failure to perform any of its obligations due to any event beyond its reasonable control, including interruption or failure of a utility service or transport network (including international shipping routes); an act of God, flood, drought, earthquake, storm or other adverse weather conditions or natural disaster; epidemic or pandemic; war or armed conflict, terrorist attack, riot or civil unrest; nuclear, chemical or biological contamination; sonic boom; malicious damage; a significant fluctuation in foreign exchange rates or commodities pricing; governmental action or intervention, including a lockdown or import/export restrictions, the imposition of sanctions or tariffs; Royal demise; change in or compliance with applicable law; breakdown of plant, machinery, computers or means of transportation; collapse of buildings, fire, explosion or accident; restrictions on energy supply; labour or trade disputes, strikes, industrial action or lockout; non-granted permission; and/or non-performance by suppliers or subcontractors (“a Force Majeure Event”).

11.2   If a Force Majeure Event affects MSS’s ability to perform any of its obligations, MSS shall be at liberty to cancel or suspend the Contract or to delay delivery or to adjust the Price of the Goods or to reduce the amount of Goods delivered without incurring any liability for any loss or damage resulting therefrom (save that in the event of cancellation, any amount paid by the Buyer in advance for Goods not delivered shall be refunded without undue delay, less any costs and expenses incurred by MSS in fulfilling the Order up until the date of the relevant Force Majeure Event).

 

12  CONFIDENTIALITY

Each party undertakes that it shall not disclose to any person any confidential information concerning the business, pricing, affairs, customers, clients or suppliers of the other party for a period of two (2) years after receipt of the same from the other party, save that each party may disclose the other party’s confidential information: (a) to its personnel or advisers who need to know such information for the purposes of exercising its rights or carrying out its obligations under the Contract; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. After such two (2) year period has expired, each party shall destroy all confidential information which is in that party’s power, possession, custody or control.

13  NOTICES

13.1   Any notice or other communication to be given under the Contract must be in writing and may be delivered by hand or sent by prepaid first class letter to the party’s address stated in the Written Confirmation or such other address as notified to it (in accordance with this clause) from time to time. Notices may also be given by email if a party has notified the other party of the relevant email address to which notices must be sent and that service of notices by email will be accepted.

13.2   Notices shall be deemed to have been served: (a) at the time of delivery where delivered by hand; (ii) two Business Days after the date of posting where sent by domestic post; (iii) five Business Days after the date of posting where sent by international post; or (iv) one Business Day after transmission in the case of email (provided that no delivery failure notification is received by the sender). 

13.3   Proceedings or other documents in any legal action or any arbitration or other method of dispute resolution cannot be served under this clause by email.

 

14  GENERAL

14.1   MSS may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without obtaining the consent of the Buyer. The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of MSS.

14.2   Nothing in the Contract is intended to, or shall be deemed to, establish or imply any relationship of employment, joint venture or partnership between the parties, constitute one party the agent of the other party or authorise one party to make or enter into any commitments for or on behalf of the other party.

14.3   No failure or delay to exercise (or to exercise in full) any right or remedy shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.4   If any provision of the Contract is found by any court, tribunal or administrative body or competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and/or the remainder of such provision shall continue in full force and effect.

14.5   A variation to any Contract shall only be binding upon MSS if contained in writing and signed on MSS’s behalf by a director or other duly authorised person.

14.6   A person who is not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

 

15  GOVERNING LAW AND JURISDICTION

15.1   The Contract and any dispute or claim (including disputes or claims relating to non-contractual obligations) arising out of or in connection with it, its subject matter or formation shall be governed by English law.

15.2   If any dispute, controversy or claim arises out of or in relation to a Contract, including any question regarding its breach, existence, validity or termination, or the legal relationships established by a Contract, or any non-contractual claims (whether in tort or otherwise) (a Dispute), the parties shall follow the procedure set out in this clause:

(a) either party may serve written notice of the Dispute, setting out its nature and full particulars (a Dispute Notice), together with relevant supporting documents. Upon service of a Dispute Notice the senior management teams of each party shall attempt to resolve the Dispute amicably acting in good faith;

(b)   if the parties are for any reason unable to resolve a Dispute within 20 Business Days of a Dispute Notice, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. To initiate the mediation, a party must serve written notice referring the Dispute to mediation (an ADR Notice). Neither party may commence any court or arbitration proceedings in relation to the whole or any part of a Dispute until it has attempted to settle the Dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay and subject to clause 15.3. Unless otherwise agreed between the parties within 10 Business Days of service of an ADR Notice: (i) the mediator will be nominated by CEDR; (ii) the mediation will take place in London, UK and the language of the mediation will be English; (iii) either party can, where appropriate, request that CEDR decide on any logistical arrangements for the mediation in consultation with the mediator and the parties; (iv) the mediation will start not later than 10 Business Days after the date of the ADR Notice;

(c) if the Dispute cannot be resolved within 45 Business Days of the commencement of mediation, the Dispute shall be referred to and finally determined by arbitration under the Rules of the London Court of International Arbitration (LCIA) in force as at the date of the Contract and which are deemed to be incorporated. It is agreed that: (a) the number of arbitrators shall be one (1); (b) in default of agreement on the arbitrator to be appointed, the appointing authority shall be the LCIA; (c) the seat of the arbitration shall be London, UK; (d) the law governing this arbitration agreement shall be English law; and (e) the language of the arbitration shall be English.

15.3   Nothing in clause 15.2 shall prevent either party from applying at any time to the courts of England and Wales for injunctive or other interim relief. The courts of England and Wales shall have exclusive jurisdiction in this regard.

 

Last updated [January 2026]