These terms and conditions (“Conditions”) govern each Contract (as defined below) entered into between any of BPH Attachments Limited, BPH Construction Equipment Limited or Prodem France and a Supplier (as defined below). The Customers may update
these Conditions from time to time.
The terms set out in an Order, together with these Conditions, constitute the entire agreement between the Customer and the Supplier. These Conditions (i) replace and override in its entirety all previous terms and conditions issued by a Supplier to the relevant Customer in any document; and (ii) exclude to the extent permitted by law any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. No variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by an Authorised Person of the relevant Customer.
Authorised Person: means any member of the Customer’s procurement team or a statutory director of the relevant Customer (or such other individual as may be specified in an Order).
BPH Attachments: means BPH Attachments Limited, a company incorporated in England and Wales with company number 08496793 and whose registered office is at Northwood, Goosegreen Lane, Ashington, West Sussex, RH20 2LW.
BPH Construction: means BPH Construction Equipment Limited, a company incorporated in England and Wales with company number 08132674 and whose registered office is at Northwood, Goosegreen Lane, Ashington, West Sussex, RH20 2LW.
Business Day: 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 8.00 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in this document as may be amended by the Customers from time to time
Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods and/or Service in accordance with these Conditions.
Customer: means the customer for whom the Goods and/or Services are to be procured as identified on the Order and being any of BPH Attachments, BPH Equipment, or Prodem France.
Customer Materials: has the meaning set out in clause 9.
Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs,
data, specifications and reports (including drafts).
Delivery Date: the date of delivery or deemed delivery of Goods or Services of the Supplier.
Delivery Location: the address for delivery of Goods as set out in the Order.
Goods: the goods (or any part of them) to be supplied by the Supplier to the Customer as set out in the Order.
Mandatory Policies: the Customer’s business policies and codes (which may include (but shall not be limited to)), a code of conduct, an anti-bribery and corruption policy, and certain health and safety protocols, as may be provided to the Supplier from time to time.
Order: the Customer’s order for the Goods and/or Services, as set out in the Customer’s purchase order form or otherwise, in the Customer’s written acceptance of the Supplier’s quotation or in the Customer’s written acceptance of the Supplier’s quotation, or overleaf,
as the case may be, including any Specification.
Performance Dates: has the meaning given to it in clause 6.2 below.
Prodem France: means SAS Prodem France (identification number 91394407000014) of 160 Bis Rue Lermine ZA des, Les Grandes Vignes, 26400 Grane, Drôme, France.
Service Location: the address for completion of the Services as set out in the Order.
Services: the services (or any of them) to be provided by the Supplier to the Customer, as set out in the Order.
Specification: the description or specification for the Goods and/or Services, that is agreed in writing by the Customer and the Supplier.
Supplier: the person from whom the Customer purchases the Goods and/or Services, pursuant to these Conditions.
Time for Delivery: the date specified in the Order, or, if none is specified, within five (5) Business Days of the date of the Order.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) 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.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions.
2.3 The Supplier shall provide written acceptance of each Order. Notwithstanding the foregoing, the Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing a written acceptance of the Order; or
(b) the Supplier doing any act consistent with fulfilling the Order, and notwithstanding that the Supplier may not have expressly acknowledged or accepted the Order to the Customer, at which point the Contract shall come into existence.
2.4 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 is inconsistent with these Conditions.
3.1 The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
(c) subject to clause 3.6, where they are manufactured products, be free from defects in design, material and workmanship and remain so for 24 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 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.3 The Customer may inspect and test the Goods to be supplied pursuant to an Order at any time before delivery or within five (5) Business Days of the Delivery Date or the actual date of delivery if such delivery is delayed. 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 the Contract.
3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial
action as is necessary to ensure compliance.
3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions. The Customer’s rights under clauses 3.3-3.5 are without limitation of its other rights under the Contract and at general law.
3.6 The conditions and time period set out in clause 3.1(c) above is not intended to exclude, and will be in addition to, any warranty, guarantee or quality assurance offered by the Supplier.
4.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), 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; and
(c) if the Supplier requires the Customer 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 Save where otherwise expressly agreed in writing by the Customer, the Supplier shall deliver the Goods:
(a) at the Time for Delivery;
(b) at the Delivery Location; and
(c) during Business Hours, or as instructed by the Customer.
4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
4.4 If the Supplier:
(a) delivers less than 95% of the quantity of Goods ordered, the Customer may, at its discretion, reject the Goods; or
(b) delivers more than 105% of the quantity of Goods ordered, the Customer may, at its discretion, reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
4.5 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately in accordance with clause 8 below. However, failure
by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Customer to the remedies set out in clause 7.
Title and risk in the Goods shall pass to the Customer on completion of delivery to the Delivery Location or following satisfactory completion of the Customer’s inspection and testing of the Goods under clause 3.3 above (whichever is later).
6.1 The Supplier shall from the date set out in the Order (or such other date as may be agreed between the Supplier and the Customer in writing) and for the duration of the Contract provide the Services to the Customer in accordance with the terms of the Contract.
6.2 The Supplier shall meet any Time for Delivery or other performance dates for the Services specified in the Order (“Performance Dates”) or that the Customer notifies to the Supplier, and time is of the essence in relation to any of those Performance Dates.
6.3 In providing the Services, the Supplier shall:
(a) co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
(d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(f) use the best quality goods, materials, standards and techniques (except where otherwise set out in the Specification), and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
(h) comply with all applicable laws and regulations, and comply with the Mandatory Policies, together with such other regulatory policies, guidelines or industry codes which are not inconsistent with the Mandatory Policies and may apply from time to time to the provision of the Services;
(i) observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;
(j) not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services; and
(k) comply with any additional obligations as set out in the Order.
(a) If the Goods are not delivered at the Time for Delivery at the Delivery Location or do not comply with the undertakings set out in clause 3.1, or if the Goods otherwise fail the Customer’s inspection and testing under clause 3.3, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may (in its sole discretion and at any time with the six (6) month period following the Delivery Date) exercise any one or more of the following rights and remedies:
(i) to terminate the Contract;
(ii) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
(iii) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(iv) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(v) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
(vi) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
7.2 Late Delivery:
(a) If the Goods are not delivered on or before the Time for Delivery at the Delivery Location and if the Customer has not elected to refuse subsequent delivery as set out in clause 7.1(a)(iv), the Customer is entitled to liquidated damages calculated from the day following the Time for Delivery until and including the Delivery Date at a rate of 0.5% per day and up to a maximum rate of 5% and calculated on the total price of the Goods (inclusive of VAT) subject to the delayed Order.
(b) The Customer shall be (without limitation of its rights under this agreement or at general law) permitted to set off sums due from the Supplier under clause 7.2(a) against any and all sums due to the Supplier. Any payments due under clause 7.2(a) shall become due and payable automatically upon the Time for Delivery having been missed and without the need for any demand by the Customer,
7.3 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
Supply of Services
7.4 If the Supplier fails to perform the Services by the applicable Performance Dates, the Customer the Customer may (in its sole discretion and at any time with the six (6) month period following the applicable Performance Date) exercise any one or more of the
following rights and remedies:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services which the supplier attempts to make;
(c) to recover from the Supplier any costs incurred by the Customer in obtaining substitute services from a third party;
(d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such Performance Dates.
7.5 Delayed performance: If the Services are not completed on or before the applicable Performance Dates and if the Customer has not elected to pursue the remedy set out in clause 7.4 (b) above, the Customer is entitled to liquidated damages commencing from the day following the relevant missed Performance Date until such Performance Date has been met at a rate of 0.5% per day and up to a maximum rate of 5% and calculated on the total price of the Services (inclusive of VAT) subject to the delayed Order.
7.6 The Customer shall be (without limitation of its rights under this agreement or at general law) permitted to set off sums due from the Supplier under clause 7.5 against any and all sums due to the Supplier. Any liquidated damages accruing to the Customer under clause
7.5 shall become due and payable immediately upon the Performance Date being missed, without the need for any demand by the Customer,
7.7 If the Supplier has supplied Services that do not comply with the requirements of clause 6.3(d) then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
(d) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute services or deliverables from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to comply with clause 6.3(d).
7.8 These Conditions shall extend to any substituted or remedial services provided by the Supplier.
7.9 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
8.1 The price of the Goods and/or Services 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 Contract came into existence. In the absence of a published price list, the Supplier shall be entitled to a reasonable price, taking into account market conditions, the nature of the Goods and/or Services and the prices charged or which would be charged to comparable customers of the Supplier.
8.2 Unless otherwise set out in the Order, Goods are ordered DDP. The price of the Goods and/or Services:
(a) excludes (unless otherwise specified in the Order) amounts in respect of value added tax (“VAT”), which the Customer 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 all packaging, insurance and carriage of the Goods and any duty, tax or other impost save as set out above.
8.3 No extra charges shall be effective unless agreed in writing with the Customer.
8.4 The Supplier may invoice the Customer for the price of the Goods and/or Services plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery of the Goods or completion of the Services (as applicable). The Supplier shall ensure that
the invoice includes the date of the Order, the invoice number, the Customer’s order number, the Supplier’s VAT registration number and any supporting documents that the Customer may reasonably require.
8.5 The Customer 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.
8.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services and shall allow the Customer to inspect such records at all reasonable times on request.
8.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
9.1 The Supplier acknowledges that all materials, equipment and tools, drawings, specifications, and data supplied by the Customer to the Supplier (“Customer Materials”) and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation.
9.2 In addition to the Supplier’s obligations under clause 9.1 above, where the Customer purchases tools or equipment for the Supplier’s use in the fulfilment of Services to be provided pursuant to an Order, the Supplier shall ensure that such purchased equipment is clearly marked as property belonging to the relevant Customer and to provide evidence of the same in a form satisfactory to the relevant Customer upon request.
10.1 The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses)) suffered or incurred by the Customer as a result of or in connection with:
(a) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, 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 the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(c) any claim brought against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services (excluding the Customer Materials), except to the extent the sums indemnified are attributable to the wilful default or negligence of the Customer;
(d) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
10.2 This clause 10 shall survive termination of the Contract.
During the term of the Contract and for a period of six years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise
under or in connection with the Contract, and shall, on the Customer’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.
12.1 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply
with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the 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.
13.1 In performing its obligations under the Contract, the Supplier shall:
(a) comply with all applicable laws, statutes, regulations and codes from time to time in force; and
(b) comply with any Mandatory Policies that may be notified by the Customer to the Supplier from time to time.
13.2 Breach of clause 13.1 shall constitute an irremediable material breach of the Contract.
14.1 The Customer may terminate the Contract in whole or in part at any time before delivery of the Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier
fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
14.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten (10) days of the Supplier being notified in writing to do so;
(b) the Supplier 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;
(c) 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 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;
(d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the Supplier’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.
14.3 On termination or expiry of the Contract, the Supplier shall immediately return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the
Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
14.4 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
15.1 Assignment and other dealings
(a) The Customer may at any time 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.
(b) The Supplier may not assign, transfer, mortgage, charge, 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 the Customer.
15.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for
all the acts and omissions of its subcontractors as if they were its own.
(a) Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted
under this clause 15.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any/all notice(s) or communication required to be given under this Agreement must be in writing and shall be:
(i) delivered by hand or sent by first class pre-paid post to the address shown in the Order or to any other address we have told each other about in writing; or
(ii) sent by email to the email address for delivery of notices, as stated in the Order.
(b) The notice will be deemed to have been received:
(i) if delivered by hand, at the time the notice if left at the proper address;
(ii) if sent by first class pre-paid post, on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or if this time falls outside of Business Hours in the place of receipt, when Business Hours resume on the next Business Day.
(c) This provision 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.
15.6 Third party rights.
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.
15.7 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.
15.8 Jurisdiction. 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.
These Conditions were last updated on [Nov] 2023.