1.1 In these Terms, the following definitions apply:
Business Day: means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9:00 am to 4:30 pm on any Business Day.
Contract: the contract between Hallclip and the Customer for the sale and purchase of the Goods in accordance with these Terms.
Customer: the person or firm who purchases the Goods from Hallclip.
Delivery Location: has the meaning given in clause 4.3.
Force Majeure Event: means events, circumstances or causes beyond a party’s reasonable control including but not limited to, Acts of God, flood, drought, earthquake or other natural disaster, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical, biological contamination or sonic boom, epidemic or pandemic, any law or any action taken by the Government or a public authority including without limitation imposing an export or import restriction, quota or prohibition, and the collapse of buildings, fire, explosion or accident and in the case of Hallclip, a failure of its suppliers or contractors.
Goods: the goods (or any part of them) set out in the Order, having been referred to initially within the Quotation and detailed within the Specification.
Hallclip: means Hallclip Limited (trading as Genius Roof Solutions) registered in England and Wales with company number 05292642 whose registered office is at Lakemba Preston Nook, Eccleston, Chorley, Lancashire, PR7 5TL.
Hallclip’s Premises: means Hallclip’s trading address at 120 Clydesdale Place, Moss Side Industrial Estate, Leyland, PR26 7QS or such other address that is notified to the Customer in writing from time to time.
Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Loss: actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements, and Losses shall be construed accordingly.
Order: the Customer’s order for the Goods, placed in accordance with clause 2.3.
Order Acknowledgment: means Hallclip’s automated response to the placing of an Order.
Order Confirmation: means Hallclip’s written acceptance of the Order, raised in accordance with clause 2.5.2.
Promotional Materials: means Hallclip’s catalogues, brochures, websites or such other applicable sales, descriptions, colours, particulars of weights and dimensions or promotional literature, materials or publications.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Hallclip.
Website: means https://www.geniusroofsolutions.com/, the website operated and maintained by Hallclip for the purposes of advertising and selling the Goods.
Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.3.
1.2 In these Terms, the following rules of interpretation apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 a reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 a reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 any words following the terms including, include or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 a reference to writing or written excludes fax but not email.
2.1 These Terms are for use by business customers. By entering into a Contract on these Terms, the Customer warrants that it is acting in the course of a business, trade, craft or profession. If the Customer is not acting in such a manner, then the Customer’s attention is drawn to our Consumer Terms and Conditions here: https://www.geniusroofsolutions.com/business-terms-conditions/
2.2 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.3 Any information concerning the Goods contained on the Website or within any Promotional Materials does not constitute an offer, merely an invitation to treat. If the Customer accepts the position contained on the Website or in any Promotional Material, the Customer may raise an Order by:
2.3.1 via the Website;
2.3.2 emailing, at firstname.lastname@example.org;
2.3.3 telephone, at 01257 793113; or
2.3.4 by writing to Hallclip at Hallclip’s Premises.
2.4 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms. The Customer is responsible for ensuring and warrants that the terms of the Order and any applicable Specification are complete and accurate.
2.5 Hallclip may reject the Order at its absolute discretion and for any reason whatsoever and the order shall only be deemed to be accepted at the earlier of when Hallclip:
2.5.1 despatches the Goods; or
2.5.2 issues the Order Confirmation,
at which point the Contract shall come into existence.
2.6 Once accepted, the Order may not be cancelled by the Customer except with the prior agreement of Hallclip in writing. Without prejudice to any further terms that may be agreed between the parties, any such agreement is on the basis that the Customer shall indemnify Hallclip in full against all Losses (which for the purpose of this clause shall include the cost of labour and materials, damages, charges, expenses, loss of profit, loss of business, loss of goodwill, loss of business opportunity, loss of anticipated saving and any other indirect, special or consequential loss) incurred by Hallclip as a result of the cancellation.
2.7 Any samples, drawings, descriptive matter or advertising produced by Hallclip and any descriptions or illustrations contained in Hallclip’s Promotional Material are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.8 Any advice or recommendation given by Hallclip or its employees or agents to the Customer in relation to the installation or use of the Goods shall not have any effect unless confirmed by Hallclip in writing.
3.1 The Goods are described in the Promotional Materials as modified by any applicable Specification.
3.2 Hallclip reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and Hallclip shall notify the Customer in any such event.
4.1 Hallclip shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Hallclip reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 Unless otherwise agreed between the parties, delivery shall be on the basis of:
4.2.1 EXW (Hallclip’s Premises) (Ex-Works Incoterms 2020) where the Goods are to be collected from Hallclip’s Premises;
4.2.2 FCA (Delivery Location) (Free-Carrier Incoterms 2020) where the Goods are to be delivered by Hallclip to the Customer.
4.3 Hallclip shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Hallclip notifies the Customer that the Goods are ready.
4.4 Where the Customer wishes to collect the Goods from Hallclip’s Premises, the Customer shall collect the Goods from Hallclips Premises within Business Hours and warrants that it shall comply with all reasonable instructions provided by Hallclip in relation to the collection of the Goods.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Hallclip shall 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 Hallclip with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If Hallclip fails to deliver the Goods, its liability shall 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. Hallclip shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Hallclip with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Customer fails to accept delivery of the Goods within three Business Days of Hallclip notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Hallclip’s failure to comply with its obligations under the Contract in respect of the Goods:
4.7.1 delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day after the day on which Hallclip notified the Customer that the Goods were ready; and
4.7.2 Hallclip shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.8 If ten Business Days after the day on which Hallclip notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Hallclip may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.9 If Hallclip delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Hallclip shall make a pro rata adjustment to the invoice for the Goods.
4.10 Hallclip may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 The Customer shall be required to inspect the Goods immediately on delivery taking place. In the event that:
5.1.1 there are any apparent damages or defects in the Goods;
5.1.2 an incorrect quantity of the Goods; or
5.1.3 anything other than the Goods are received,
the Customer shall be required to notify Hallclip within 5 Business Days of delivery. Where no such notification is made by the Customer to Hallclip in accordance with this clause, the Goods shall be deemed to be accepted in all material respects by the Customer (Deemed Acceptance).
5.2 Without prejudice to clause 5.1 and subject to the Customer’s warranty at clause 2.4, Hallclip warrants that on delivery, the Goods shall:
5.2.1 conform in all material respects with their description and any applicable Specification;
5.2.2 be free from material defects in design, material and workmanship;
5.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.2.4 be fit for any purpose held out by Hallclip.
5.3 Subject to clause 5.4, if:
5.3.1 the Customer gives notice in writing to Hallclip prior to Deemed Acceptance of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.2;
5.3.2 Hallclip is given a reasonable opportunity of examining such Goods; and
5.3.3 the Customer (if asked to do so by Hallclip) returns such Goods to Hallclip’s Premises at the Customer’s cost,
Hallclip shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.4 Hallclip shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.2 if:
5.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;
5.4.2 the defect arises because the Customer failed to follow Hallclip’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.4.3 the defect arises as a result of Hallclip following any drawing, design or specification supplied by the Customer;
5.4.4 the Customer alters or repairs such Goods without the written consent of Hallclip;
5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.4.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements or for as amended in accordance with clause 3.3.
5.5 Except as provided in this clause 5, Hallclip shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.2.
5.6 These Terms shall apply to any repaired or replacement Goods supplied by Hallclip.
6.1 The risk in the Goods shall pass to the Customer in accordance with clause 4.2.
6.2 Title to the Goods shall not pass to the Customer until Hallclip receives payment in full (in cash or cleared funds) for the Goods and any other goods that Hallclip has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Hallclip’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify Hallclip immediately if it becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4; and
6.3.5 give Hallclip such information as Hallclip may reasonably require from time to time relating to:
(a) the Goods; and
(b) the ongoing financial position of the Customer.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Hallclip receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as Hallclip’s agent; and
6.4.2 title to the Goods shall pass from Hallclip to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, then without limiting any other right or remedy, Hallclip may:
6.5.1 by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
6.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product 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.
7.1 The price of the Goods shall be the price set out on the Website or in the Promotional Material. If no price is quoted, the price set out in Hallclip’s published price list in force as at the date of delivery.
7.2 Hallclip may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any:
7.2.1 factor beyond Hallclip’s control (including foreign exchange fluctuations, increases in taxes and duties (which shall include import and export duties), and increases in labour, materials and other manufacturing costs);
7.2.2 request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
7.2.3 delay caused by any instructions of the Customer or failure of the Customer to give Hallclip adequate or accurate information or instructions.
7.3 The price of the Goods:
7.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Hallclip at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.3.2 excludes the costs and charges of packaging, delivery, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.4 Unless otherwise agreed in writing, the Customer shall be required to pay for the Goods in advance of delivery taking place. Payment shall be made to the bank account nominated by Hallclip in writing. Time for payment shall be of the essence.
7.5 Hallclip may invoice the Customer for the Goods on or at any time after the Goods are made available for collection or delivery.
7.6 Unless otherwise agreed in writing by Hallclip, the Customer shall pay each invoice submitted by Hallclip,
7.6.1 within 10 Business Days of the date of the invoice; and
7.6.2 in full and in cleared funds to a bank account nominated in writing by Hallclip,
and time for payment shall be of the essence of the Contract.
7.7 If the Customer fails to make a payment due to Hallclip under the Contract by the due date, then, without limiting Hallclip’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 shall accrue on a daily basis at a rate of 8% a year above the Bank of England’s base rate from time to time.
7.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding required by law). The Customer may at any time, without limiting any other rights or remedies it may have, set-off, counterclaim, deduct or withhold any amount payable by Hallclip to the Customer.
8.1 Nothing in the Contract shall limit or exclude Hallclip’s liability for:
8.1.1 death or personal injury caused by negligence;
8.1.2 fraud or fraudulent misrepresentation;
8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.1.4 any matter in respect of which it would be unlawful for Hallclip to exclude or restrict liability.
8.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8.3 Subject to clause 8.1:
8.3.1 Hallclip shall under no circumstances whatsoever be liable to the customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss,
that arises under or in connection with the Contract; and
8.3.2 Hallclip’s total liability to the Customer 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 Goods paid or payable by the Customer to Hallclip under the Contract.
8.4 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, Hallclip may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;
9.1.2 the Customer repeatedly breaches any of the terms of the contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to perform the Contract;
9.1.3 the Customer 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.4 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.5 the Customer’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.
9.2 Without limiting its other rights or remedies, Hallclip may suspend provision of the Goods under the Contract or any other contract between the Customer and Hallclip if the Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or Hallclip reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, Hallclip may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to Hallclip all of Hallclip’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Hallclip shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10.1 All Intellectual Property Rights subsisting in any Goods supplied to the Customer by or on behalf of Hallclip arising out of or in connection with the Contract shall remain vested in and belong to Hallclip absolutely.
10.2 Hallclip makes no warranty and provides no assurance to the Customer that the Goods shall not breach the rights (including Intellectual Property Rights) of third parties.
11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2.
11.2 Each party may disclose the other party’s confidential information:
11.2.1 to its employees, officers, representatives or advisors who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisors to whom it discloses the other party’s confidential information comply with this clause 11; and
11.2.2 as may be required by law, a court of competent jurisdiction or any government or regulatory authority.
11.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12. Force majeure
12.1 Hallclip shall not be in breach of the Contract nor liable for delay in performing, or failing to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
12.2 Hallclip shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
12.3 If a Force Majeure Event prevents, hinders or delays Hallclip’s performance of its obligations for a continuous period for more twenty Business Days, the Customer may terminate the Contract immediately by giving written notice to Hallclip and source the Goods from a third-party supplier.
13.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or email.
13.2 Any notice shall be deemed to have been received:
13.2.1 if delivered by hand, at the time the notice is left at the proper address;
13.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the second Business Day after posting; or
13.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
13.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14.1 Assignment and other dealings
14.1.1 Hallclip 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.
14.1.2 The Customer 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.
14.2 Entire agreement
14.2.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
14.2.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
14.2.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.2.4 Nothing in the Contract shall limit or exclude any liability for fraud or fraudulent misrepresentation.
Except as set out in the Contract, no variation of this Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the parties (or their authorised representatives and permitted assigns).
14.4.1 A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.4.2 A failure or delay by a Party to exercise, or the single or partial exercise of, any right or remedy provided under the Contract or by law shall not constitute a waiver 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.
14.5.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the parties shall:
(a) negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision; and
(b) if agreement under clause 14.5.1(a) cannot be reached, delete the relevant provision or part-provision.
14.6 Rights and Remedies
Except as expressly provided in these Terms and the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law and each shall be cumulative of every other right or remedy now or in the future existing and may be enforced concurrently from time to time.
14.7 Third party rights
14.7.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.7.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
14.8 Multi-tiered dispute resolution procedure
14.8.1 If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it (Dispute) then, except as expressly provided in this Contract, the parties may at their discretion follow the procedure set out in this clause:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, employees at management level (or the nearest equivalent) of the parties shall attempt in good faith to resolve the Dispute;
(b) if the management level employees are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the directors of the parties who shall attempt in good faith to resolve it;
(c) If the directors of the parties are for any reason unable to resolve the Dispute within 30 days of it being referred to them and the Customer is not registered in the United Kingdom, the parties will attempt to settle it by mediation;
(d) Unless otherwise agreed between the parties within 30 days of service of the Dispute Notice, either party may request a recommendation for the nomination of a mediator from the Centre for Effective Dispute Resolution (CEDR);
(e) The parties shall have recourse to mediation in accordance with the International Chamber of Commerce’s Mediation Rules, which are deemed to be incorporated by reference into this clause;
(f) To initiate the mediation, a party must give notice in writing (ADR Notice) to the other party to the Dispute, referring the Dispute to mediation. A copy of the ADR Notice should be sent to CEDR; and
(g) If the directors of the parties are for any reason unable to resolve the Dispute within 30 days of it being referred to them and the Customer is registered in the United Kingdom, the parties may commence court proceedings under clause 15.9 in relation to the whole or part of the Dispute.
14.9 Governing law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.