These are the terms and conditions covering the procurement of services from suppliers for V&A Enterprises General Purchase Orders.
A PDF of these terms can also be downloaded:
V&A Enterprises Ltd (company number 01955898; VAT Registration number GB 444 0850 63) “VAE” may from time to time procure Goods from the Supplier (defined below) on these Terms and Conditions.
1. Definitions
“Confidential Information” means all scientific or commercial know-how, marketing opportunities, projects, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by VAE, the V&A or their agents and any other confidential information concerning VAE or the V&A’s business which the Supplier may obtain.
“Data Protection Legislation” means the General Data Protection Regulations, the Data Protection Act 2018 and related legislation concerning the use and processing of personal data.
“Delivery Address” means V&A Enterprises Ltd, 14 Vision Industrial Park, Kendal Avenue, Acton, London, W3 0AF or such other address as communicated to the Supplier by VAE.
“Delivery Date” means the delivery date for any Goods to be delivered to VAE by the Supplier as identified in an Order or such other date as communicated to the Supplier by VAE.
“EIR” means the Environmental Information Regulations 2004.
“FOIA” means the Freedom of Information Act 2000.
“Goods” means the goods to be supplied by the Supplier as identified in an Order and/or any goods or deliverables provided by the Supplier to VAE.
“Intellectual Property Rights” or “IPRs” means all present and future rights conferred by statute, common law or equity in any territory in or in relation to copyright, trade marks, designs, patents, database, business and domain names and inventions and all rights of a similar nature whether or not registrable, registered or otherwise protectable and all applications therefor for the full period of such rights, including any renewals, revivals and extensions, and all related rights and causes of action which may accrue in respect of the said rights and related rights at any time.
“Invoice Date(s)” means the date or dates identified in an Order on which the Price, or instalments of it, are to be invoiced by the Supplier.
“NICs” means National Insurance Contributions.
“Order” or “Purchase Order” or “means a contract between VAE and the Supplier for the supply of Goods in the form supplied to a potential Supplier by the V&A which incorporates these Terms and Conditions by reference.
“Price” means the price payable by VAE to the Supplier for the supply of the Goods as identified in an Order.
“Purchase Order Number” means a purchase order number issued to the Supplier by VAE.
“Request for Information” means any request for Information (as defined within the FOIA or other relevant rules or regulations) under the FOIA or the EIR or other relevant rules or regulations.
“Supplier” means the supplier identified in an Order.
"Third Party Material" means any material in whatever format provided to VAE as part of the Goods where the IPRs are not owned by the Supplier.
“V&A” means the Board of Trustees of the Victoria and Albert Museum, a body corporate established under the National Heritage Act 1983.
“V&A Materials” means all materials, equipment and tools, drawings, specifications, and data supplied by VAE or the V&A to the Supplier.
2. Basis of contract
2.1. Subject to Clause 2.2 below when a potential Supplier signs or otherwise indicates its acceptance in writing or by email of an Order it shall be deemed to constitute an offer by the Supplier to provide the Goods to VAE on the terms of the Order. The Supplier’s offer shall be deemed to be accepted by VAE when VAE issues the Supplier with a Purchase Order Number at which point a contract for the supply of the Goods on these Terms and Conditions shall come into existence.
2.2. If VAE and the Supplier have entered into a separate contractually binding agreement for the provision of Goods prior to the date on which a Purchase Order Number is issued the terms of that agreement will prevail over any conflicting term set out in this General Purchase Order Agreement.
2.3. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that are inconsistent with the Order.
3. The goods
3.1. The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable specification agreed with VAE and any applicable specification specified by VAE from time to time;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by VAE expressly or by implication, and in this respect VAE relies on the Supplier’s skill and judgement;
(c) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2. VAE may inspect and test the Goods during normal office hours at any time before, during or on delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under an Order.
3.3. VAE may conduct further inspections and tests after the Supplier has carried out any remedial actions requested by VAE under Clause 4.4(c) below.
4. Delivery of goods
4.1. The Supplier shall ensure that:
(a) The delivery of all Goods shall be booked-in at the Delivery Address at least one week before the Delivery Date by calling 0207 942 2692;
(b) No deliveries are ever made to the Victoria and Albert Museum unless arranged by prior appointment with VAE which will only be permitted in exceptional circumstances;
(c) Pallets are not double stacked & large pallets are not unloaded from lorries without tail lifts. The Delivery Address does not have a forklift on site;
(d) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(e) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Purchase Order Number, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(f) if the Supplier requires VAE to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
4.2. The Supplier shall deliver all Goods:
(a) on the Delivery Date;
(b) at the Delivery Address; and
(c) between 8.00 and 15.00 Monday to Thursday only.
4.3. Subject to Clauses 3.2 to 3.3 above delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Address at which point title in and to the Goods shall pass to VAE. However, risk in the Goods will only pass to VAE once the Goods have been signed for by a member of VAE staff (NOT V&A staff).
4.4. If the Goods are not delivered on the Delivery Date, do not comply with the undertakings set out at Clause 3.1 above, or following inspection or testing under Clause 3.2 above VAE considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at Clause 3.1 above, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, VAE may exercise any one or more of the following remedies:
(a) to terminate the Order;
(b) to reject the Goods (in whole or in part) in which case the Goods to be returned to the Supplier must be collected by the Supplier within 5 working days. If not, VAE will return the Goods in question to the Supplier at the Supplier’s own risk and expense for full credit plus postage;
(c) to require the Supplier to repair, replace or remedy the rejected Goods, or to provide a full refund of the price of the rejected Goods (if already paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any costs incurred by VAE in obtaining substitute Goods from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by VAE which are in any way attributable to the Supplier’s failure to carry out its obligations under an Order.
4.5. The Supplier is responsible for all damage to the Goods, including damage during transit, until risk passes in accordance with Clause 4.3 above.
4.6. VAE’s rights and remedies under Clause 4.4 are in addition to its rights and remedies implied by statute and common law.
5. Labelling and packaging
5.1. The Supplier shall clearly mark the outside of each package of Goods with:
(a) Supplier name
(b) Purchase Order Number
(c) Number of cartons
(d) Carton (Box) 1 of n
5.2. A packing note attached visibly on the outside of all cartons must accompany all deliveries of Goods. The packing note must state the following:
(a) Supplier name;
(b) Purchase Order Number
(c) The individual items and quantities in the delivery
5.3. Failure to comply with this Clause 5 may result in the delivery being turned away.
6. Prices and payment
6.1. The Price of the Goods shall be the price set out in the Order, or, if no Price is quoted, the price set out in the Supplier’s published price list in force as at the date the Order came into existence.
6.2. The Price:
(a) excludes amounts in respect of value added tax (VAT), which VAE shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) includes the costs of supplying, packing, insuring and carriage of any Goods.
6.3. No extra charges shall be effective unless agreed in writing with VAE.
6.4. The Supplier may invoice VAE for the Price plus VAT at the prevailing rate (if applicable) on the Invoice Date(s) provided that delivery of the Goods has been completed in accordance with the Order.
6.5. The Supplier shall send an invoice, with VAT quoted separately, quoting the Purchase Order Number and suppliers bank details to: accountspayable@vam.ac.uk or post directly to Accounts Department, V&A Enterprises Ltd., Victoria & Albert Museum, Cromwell Road, London. SW7 2RL.
6.6. The Supplier shall ensure that all invoices includes a reference to the Order, the Purchase Order Number, the Supplier’s VAT registration number and any supporting documents that VAE may reasonably require.
6.7. VAE shall pay correctly rendered invoices within 60 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
6.8. If a party fails to make any payment due to the other under an Order by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.
6.9. VAE may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to VAE against any liability of VAE to the Supplier.
7. Intellectual property rights
7.1. The Supplier hereby:
(a) subject to sub-clause (d) below, where the Goods are bespoke and/or are based on V&A Materials and/or have been manufactured to VAE’s or the V&A’s specific requirements, assigns to VAE absolutely with full title guarantee the IPRs in the Goods, any specifications, instructions, plans, drawings, patterns, models, designs or other materials furnished to or made available to the V&A in the course of producing the Goods and warrants that the Supplier is freely entitled to assign the IPRs in those Goods to the V&A in accordance with the terms of an Order;
(b) subject to sub-clause (d) below confirms that the Goods are original to the Supplier and VAE’s use and sale of them do not and will not infringe the rights of any third party (or any laws or regulations), are not defamatory or in any way illegal or contain otherwise actionable material;
(c) subject to sub-clause (d) below confirms that the Supplier owns all the rights in the Goods and has not granted any rights to any third parties; and
(d) warrants that the Supplier has all the applicable permissions and licenses and has fulfilled any other relevant requirements necessary to copy and provide to the V&A any Third Party Material and that any Third Party Material shall be appropriately flagged as such to the V&A where not immediately identifiable.
7.2. The Supplier acknowledges that all V&A Materials and all IPRs in the V&A Material are and shall remain the exclusive property of the VAE and/or VAE. The Supplier shall keep the V&A Materials in safe custody at its own risk, maintain them in good condition until returned to VAE and/or the V&A and not dispose or use the same other than in accordance with the V&A’s or VAE’s written instructions or authorisation.
8. Health, safety and security
8.1. The Supplier represents and warrants to VAE that the Supplier has satisfied itself that all necessary tests and examinations have been made or will be made before the delivery of the Goods occurs to ensure that Goods are designed, provided and constructed so as to be safe and without risk to the health or safety of persons using the same, and that it has made available to VAE adequate information about the use for which the Goods have been designed and have been tested.
8.2. The Supplier shall comply with the requirements of the Health and Safety at Work Act 1974 and any other Acts, orders, regulations and Codes of Practice relating to health and safety, to the extent that it applies to the Supplier’s performance of the Order.
8.3. Whilst on VAE’s or the V&A’s premises the Supplier shall comply with Health, Safety and Security regulations of VAE and the V&A including the V&A’s Conditions Governing Work and any other such regulations as VAE or the V&A shall notify to the Supplier from time to time in writing.
9. Indemnity
9.1. The Supplier shall keep VAE and the V&A indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by VAE and/or the V&A as a result of or in connection with:
(a) any claim made against VAE and/or the V&A for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against VAE and/or the V&A by a third party for death, personal injury or damage to property arising out of or in connection with defects in the Goods, to the extent that the defects in Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) any claim made against VAE and/or the V&A by a third party arising out of or in connection with the supply of Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of an Order by the Supplier, its employees, agents or subcontractors.
9.2. This Clause 9 shall survive termination of an Order.
10. Insurance
10.1. During the term of an Order and for a period of three years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance, employee liability and public liability insurance to cover the liabilities that may arise under or in connection with the Order, and shall, on VAE’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
11. Termination
11.1. VAE may terminate an Order in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on an Order.
11.2. Without limiting its other rights or remedies, VAE may terminate an Order with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a material breach of any term of an Order and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;
(b) the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a trustee, receiver, administrative receiver or manager or other similar officer appointed to any of its assets (except for the purpose of amalgamation or reconstruction while solvent and in such case the entity resulting therefrom agrees to be bound by or assume the obligations imposed on the Supplier under an Order), 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;
(c) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
(d) the Supplier’s financial position deteriorates to such an extent that in VAE’s opinion the Supplier’s capability to adequately fulfil its obligations under an Order has been placed in jeopardy;
(e) the Supplier convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or of any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
(f) any steps are taken for the winding up of the Supplier or for the making of an administration order in respect of the Supplier (including the presentation of a petition or the convening of a meeting for the purpose of considering a winding up resolution or the making of an administration order);
(g) the Supplier is directly involved in any impropriety within its reasonable control which could reasonably be demonstrated by VAE to have caused detrimental publicity to VAE and/or the V&A;
(h) an allegation of serious criminal behaviour is made against the Supplier or one or more of its directors and an investigation into the activities of the Supplier is commenced by the relevant police or public authorities;
(i) criminal proceedings (other than a private prosecution) are commenced against the Supplier; or
(j) the Supplier or any of its directors makes a public admission that it has/they have, or may have, engaged in criminal behaviour.
11.3. Termination of an Order, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
11.4. Clauses that expressly or by implication survive termination of an Order shall continue in full force and effect.
12. Force majeure
Neither party shall be in breach of an Order nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control which were not reasonably foreseeable when VAE issued the Supplier with the relevant Purchase Order Number. If the period of delay or non-performance continues for 2 months, the party not affected may terminate an Order by giving 28 days written notice to the affected party.
13. VAE and the V&A
The Supplier acknowledges that the V&A sometimes retains staff and provides services through its trading company, VAE and vice versa. The obligations of VAE under this Agreement may therefore be satisfied through either VAE or the V&A and the Supplier accepts that both VAE and the V&A shall have the same rights against Supplier under this Agreement. Notwithstanding any subcontracting of the obligations VAE to the V&A (or vice versa) VAE shall remain liable to the Supplier for all acts or omissions of the V&A as if they were the acts or omissions of VAE.
14. Freedom of information
14.1. The Supplier acknowledges that VAE and the V&A are subject to the requirements of the FOIA, the EIR and other disclosure requirements of a similar nature and shall assist and cooperate with VAE and the V&A to enable them to comply with their information disclosure obligations under the same.
14.2. The Supplier shall and shall ensure that its employees, agents, sub-contractors and any other representatives shall:
(a) transfer any Request for Information to VAE as soon as practicable after receipt and in any event within two business days of receiving a Request for Information;
(b) provide VAE with a copy of all Information in its possession or power in the form that the V&A VAE requires within five business days (or such other period as VAE may specify) of VAE requesting that Information; and
(c) provide all necessary assistance as reasonably requested by VAE to respond to a Request for Information within the time for compliance set out in section 10 of FOIA or regulation 5 of EIR FOIA or otherwise in the relevant rules or regulations.
14.3. VAE and the V&A is shall be responsible for determining whether any Information:
(a) is exempt from disclosure in accordance with the provisions of FOIA, EIR or the other relevant rules or regulations; and/or
(b) is to be disclosed in response to a Request for Information.
14.4. The Supplier acknowledges that VAE and/or the V&A (as appropriate) may be obliged under the FOIA, EIR or other relevant rules or regulations to disclose Information, in some cases even where that Information is commercially sensitive provided that the VAE and/or the V&A (as appropriate) take reasonable steps, where appropriate, to give the Supplier advanced notice, or failing that, to draw the disclosure to the Supplier's attention as soon as practicable after any such disclosure.
15. Confidentiality
15.1. Subject to Clause 15.2 below the Supplier shall keep in strict confidence all Confidential Information and the Supplier shall restrict disclosure of such Confidential Information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier’s obligations to VAE and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Supplier.
15.2. The Supplier may disclose Confidential Information to the minimum extent required by:
(a) an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction;
(b) the rules of any listing authority or stock exchange on which its shares are listed or traded; or
(c) the laws or regulations of any country to which its affairs are subject
15.3. provided that before the Supplier discloses any Confidential Information pursuant to this Clause 15.2 it shall, to the extent permitted by law, use all reasonable endeavours to give VAE as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with this Clause 15.2, the Supplier shall take into account the reasonable requests of VAE in relation to the content of this disclosure.
16. Data protection
16.1. The Supplier accepts that any personal data (as that term is defined in the Data Protection Legislation) disclosed by the Supplier to VAE shall be used by VAE and the V&A in accordance with the Data Protection Legislation for the purposes of performing VAE’s obligations under the Order and otherwise for the purposes of the legitimate interests pursued by VAE, the V&A and third parties.
16.2. The Supplier shall (and shall ensure that all of its personnel and sub-contractors shall) comply with the requirements of the Data Protection Legislation arising in respect of data processed in relation to supplying the Goods or otherwise in connection with an Order.
17. Anti-bribery
The Supplier shall not, in the performance of its obligations under an Order, act in a manner that constitutes a breach of applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010. The Supplier shall comply with any policy or procedure governing anti-bribery imposed by VAE and warrants that in providing the Goods will not induce or improperly reward any third party, including any public official, to act improperly. For the purposes of this condition to act improperly shall be interpreted in accordance with the Bribery Act 2010. VAE shall be entitled to terminate this Agreement immediately and to recover from the Supplier the amount of any loss resulting from a breach of this Clause 17.
18. Modern slavery and human trafficking
18.1. The Supplier represents and warrants to VAE and the V&A that neither the Supplier nor any of its officers, employees, subcontractors or agents other persons associated with it has been before the commencement of this Agreement or will be during the term of this Agreement:
(a) convicted of any offence involving slavery and human trafficking anywhere in the world; or
(b) the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.
18.2. The Supplier shall implement due diligence procedures for its own Suppliers, subcontractors, agents and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.
19. Anti-facilitation of tax evasion
19.1. The Supplier shall:
(a) not engage in any activity, practice or conduct which would constitute either:
i. a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
ii. a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
(b) have and shall maintain in place throughout the term of an Order such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Supplier) and to ensure compliance with Sub clause (a) above; and
(c) promptly report to VAE any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of an Order.
19.2. The Supplier shall ensure that any person associated with the Supplier who is performing services and providing Goods in connection with an Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Clause 19. The Supplier shall be responsible for the observance and performance by such persons of this Clause 19, and shall be directly liable to VAE for any breach by such persons of any of this Clause 19.
19.3. Breach of this Clause 19 shall be deemed a material breach.
19.4. For the purposes of this Clause 19 the meaning of reasonable prevention procedure shall be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017 and a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.
20. Legal identity of the supplier
20.1. An Order is intended to be a binding contract between VAE and the Supplier and subject to Clauses 20.2 and 20.3 below the individual that executes an Order on behalf of the Supplier is not intended to be personally liable under this Agreement unless the Supplier and the individual that executes an Order are the same legal person.
20.2. VAE has relied on the pre-contract assurances of the individual that purports to execute an Order on behalf of the Supplier that the Supplier:
(a) is a legal entity that can enter into binding contractual arrangements; and
(b) has authorised the individual that executes an Order to enter into biding contractual commitments on its behalf.
20.3. If the Supplier is not a legal entity capable of entering binding contractual arrangements or the individual that purports to execute an Order on behalf of the Supplier is not authorised to enter into biding contractual commitments on behalf of the Supplier, the individual that purports to execute an Order on behalf of the Supplier shall be personally liable to VAE under the Order for the acts and omissions of the Supplier as described in the Order.
21. Assignment and sub-contracting
The Supplier may not assign, transfer, charge or otherwise deal with all or any of its rights and/or obligations under or pursuant to an Order, or sub-contract the performance of any of its obligations under or pursuant to an Order without the prior written consent of VAE. The Supplier will not be relieved of any of its obligations and/or duties under an Order by virtue of VAE agreeing in writing to the sub-contracting of any or all of its obligations and/or duties under an Order.
22. Third party rights
The parties agree that no term of an Order will be enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999 provided that both VAE and the V&A shall be entitled to enforce against the Supplier any provision of the Order that purports to confer any benefit upon them.
23. Severability
If any provision (or part of a provision) of an Order or the Terms and Conditions is held to be invalid or unenforceable, then such provision (or relevant part, as the case may be) shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in an Order but without invalidating any of the remaining provisions (or remaining part of any provision) of an Order.
24. Waivers
No failure or delay by any party in exercising any right or remedy provided by law under or pursuant to an Order shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time.
25. Variation
No amendment or variation of an Order shall be valid unless it is in writing and signed by or on behalf of duly authorised representatives of each of the parties.
26. Entire agreement
An Order sets out the entire agreement and understanding between the parties in respect of the matters covered herein and supersedes any previous arrangement, understanding or agreement between the parties relating to the subject matter of an Order.
27. Governing law and jurisdiction
27.1. An Order and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
27.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with an Order or its subject matter or formation (including non-contractual disputes or claims).