TERMS AND CONDITIONS

If you are not a trade, business, or professional customer, but a UK consumer, your right to cancel under the Consumer Contracts Regulations 2013 will be terminated on your acceptance of these our general terms and conditions.

Definitions and interpretation;

Balance Invoice:  The final invoice sent to the Client to collect the balance due on a Sales Order.  This will include details of the deposit paid and all extras (if any) plus logistics charges

Bespoke Drawings: Technical drawings prepared for a Client for bespoke products and provided to the Client by KAROKAAN for approval and sign off.

Bespoke Quotations: A sales quotation for bespoke furniture such as fitted furniture and designs outside the standard KAROKAAN range.

Bill of Lading (BOL): This is contract of carriage and document of title, issued by a carrier to a shipper that details the type, quantity and destination of the goods being carried. A bill of lading also serves as a shipment receipt when the carrier / shipper delivers the goods at a predetermined destination.

Change of Order fee: This is a surcharge added to an Order when a change is made during production.

Client: The named party in these Terms and Conditions, who has agreed to purchase the goods from KAROKAAN and whose details are set out in the Order; Can also be referred to as you, your, Purchaser (also referred to as Customer).

Crating fee: A fee charged to a Client for packing and crating furniture in readiness for shipping.

Customer: Interior professional or the end user, trade or retail client; trade customer being an interior designer, architect or an appointed procurement company (also referred to as Client).

Customer Collection: The Client collects the furniture from KAROKAAN distributions depot and deals directly with the shipping company or freight forwarder.

Customer Own Material (COM): Materials purchased by the Client for the furniture ordered by the Client and delivered to KAROKAAN.

Deposit Invoice:  A deposit payment on all Orders, payable when an Order is placed

Design Fee: A fee payable by the Client for design service provided by KAROKAAN design team for design work leading to the purchase of bespoke or fitted product.

Drawing for Approval and Sign Off: A technical drawing showing detailed dimensions and materials of a standard, custom or tailored product provided by KAROKAAN for Clients or Clients’ representatives for approval prior to production.

Estimated Completion Date: The estimated lead time from Point of Order to completion and ready for delivery and or shipment of product.

Force Majeure: an event or sequence of events beyond KAROKAAN reasonable control preventing or delaying it from performing its obligations under this Agreement

Handling Fee: A fee charged to the Client for a) co-ordination and use of a preferred KAROKAAN logistics company to transfer the finished product from KAROKAAN works to a holding distribution point or storage warehouse; and/or b) the arrangement of shipping using the Client’s preferred shipping company

Internal Delivery: A UK delivery or overseas shipment where the product(s) are delivered and installed within the end user’s property. Also known as ‘White Glove Service’

KAROKAAN: Us, We, the Supplier

KAROKAAN Concierge: A service to provide timely information on the status of the Client’s furniture production.

KAROKAAN Social Media: A curated selection of our latest projects, collections and launches, an insight into our craftsmanship, workshop and a behind the scenes look of the KAROKAAN family and heritage.

KAROKAAN Look Book: A selection of curated brochures of our various collections on finishes, dimensions, and the customisable options available

KAROKAAN Testimonials: Trusted national and international Client reviews including some of the world’s leading interior designers, wealthiest families, business leaders, and celebrities.

KAROKAAN Website: Our online brochure showcasing our portfolio of free-standing designs, our range of luxury finishes, our fitted design service, how to care for your products, and our online magazine with inspiring monthly articles related to KAROKAAN designs and industry.

Lead Time: The estimated time for an Order to be completed. Lead time may vary depending on market conditions at the time of Order. Lead times start from the date that we receive the returned approved drawings and signed contract.

Made to Order: All KAROKAAN products are made to a Client’s own specific specifications in terms of finish and dimensions

Order: A formal request in the form of a Purchase Order or email submitted by a Client for the purchase of KAROKAAN products

Order Acknowledgment: Written confirmation from KAROKAAN to the Client acknowledging receipt of the deposit payment with the Client’s signed off Purchase Order or Sales Quote.

Order Balance: The total amount due on a Sales Order, including additional charges and taxes payable by the Client.

Order Deposit: The initial deposit of sixty per cent (60%) to be paid by Clients to activate a Sales Order.

Packing document: Document issued to shippers and or freight forwarders outlining the KAROKAAN export wrapped and crated products to be shipped.

Payment in full: Full item price to be paid for any product purchased from KAROKAAN shop floor or storage facility

Point of Order: The commencement date of the actual production of the Client’s Order following receipt of the deposit payment and approved technical drawings.

Price list: Published price list and product specifications provided by KAROKAAN or KAROKAAN stockist.

Pro-Forma: A sales term that outlines the deposit the Client must pay before production starts and before the goods are delivered and or shipped.

Proof of delivery: The issued document that the receiving Client or Client agent signs acknowledging receipt of products and condition of the goods.

Purchaser: The end user customer who pays for the items purchased by an agent, such as an interior designer, architect, or procurement agent.

Receiving Warehouse: A shipping location specified by a Client where KAROKAAN products will be delivered and inspected before final delivery to site.

Requested Delivery Date: The preferred delivery date requested by a Client.

Sales Order: A written document prepared by KAROKAAN outlining the Client’s product requirements.

Sales Quote: This is verbal or written information issued to KAROKAAN Clients outlining their product specifications, quantity and pricing and is valid for three calendar months.

Sample for approval: A finish sample issued to a Client for approval prior to production.

Sample Sale: Finished products offered for sale by KAROKAAN from the showroom floor at periodic times to both designers and retail Clients at discounted prices which are sold as seen and non-returnable

Shipping and Freight Forwarding:  A method of shipping and delivery of Clients’ products outside of the UK for which KAROKAAN can supply quotes from its preferred agents.

Sold from the floor: A showroom display product that is sold to a Client directly from the showroom floor, which is sold as seen and non-returnable.

Storage Fees: A charge payable by the Client for the safe and secure storage of its product if the Client fails to take delivery of its product on the agreed date and beyond the two (2) weeks grace period.

Specification sheets: A printed document with product image and description of standard specifications provided to KAROKAAN Clients also known as spec or tear sheets.

Trade Price: The selling price of a product quoted to a trade professional.  Also referred to as designer discount price, wholesale or net price.

VAT: value added tax chargeable and paid to HM Revenue and Customs in the UK

White Glove Service: See Internal Delivery definition above

In these Conditions, unless the context requires otherwise:

A reference to the Contract or Agreement includes these Terms, the Order, and their respective schedules, appendices and annexes (if any);

Any clause, schedule or other headings in these Terms is included for convenience only and shall have no effect on the interpretation of the Terms;

A reference to a ‘party’ includes that party’s personal representatives, successors and permitted assignees;

A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

A reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

A reference to a gender includes each other gender;

A reference to You, Your, includes Client, Customer, or Buyer

A reference to KAROKAAN, refers to KAROKAAN and includes we, us, our and any of their corporate representatives and employees.

Words in the singular include the plural and vice versa;

Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);

A reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

Application of these Terms

These Terms and Conditions apply to and form part of the agreement between KAROKAAN and the Client. They supersede any previously issued terms and conditions of purchase or supply.

The Terms and Conditions contained in the Client’s Purchase Order, specifications or any other document supplied by the Client, shall not form part of these conditions except to the extent that KAROKAAN agrees or endorse same in writing.

No variation of these terms shall be binding unless expressly agreed in writing and executed by an authorised signatory of KAROKAAN.

General Company Policy

All KAROKAAN products are Made to Order and as such is final sale and cannot be returned.

All deposits are non-refundable.

KAROKAAN offer finished products displayed in its showroom floor to its Clients from time to time. Items sold from the showroom floor are considered final sale and cannot be returned.

Client Responsibilities

The Client must provide precise dimensions and specifications for KAROKAAN custom and or tailor-made products. All KAROKAAN products are made to order and are based on you providing clear and accurate specifications. Accordingly, you must assume ultimate responsibility for your product selection.

You must approve the technical drawings prepared by KAROKAAN for its custom and or tailored made products prior to its production. It is imperative that you review, consider, and are fully satisfied with the dimensions and scale of your application before the commencement of production of your product.

KAROKAAN technical drawings are issued to you for all products ordered following payment of the deposit (this does not include items already made and are sold from a sample sale or under the terms of another agreement). The technical drawing(s) will show you the detailed dimensions and product materials to be used. You must notify KAROKAAN in writing as soon as possible if you wish to amend the specifications submitted to you for final review.

Payment of the deposit invoice or notification in writing to us will constitute your Order confirmation. You may also confirm your Order by submitting a Purchase Order to us. You must also reconfirm the specifications and finish of the completed product ensuring it reflects those approved on the technical drawings.

If you are Ordering special stones, metals or jewellery to be set within or embedded into the products, you must provide your own special stones, metals or jewellery, as soon as possible after your Order has been placed, unless you have agreed that we will purchase the materials for you, charge your account and you have approved the required sample.

You may be charged a “Change of Order” fee if you submit any alterations to your Order after five (5) working days of Point of Order.

KAROKAAN may provide a finish sample of the product to the Client for approval prior to production. You must approve all finish samples as soon as possible and such approval must be in writing.

Your approval of the finish sample constitutes final confirmation that your Order conforms with the samples and comply with the specifications provided.

Standard Quotation and Order Process

On your initial enquiry, KAROKAAN will provide you with a Sales Quote, either verbally or in writing. This will outline your product specifications, quantity and pricing which is valid for one calendar month from the date of quote.   The quotation can be converted to an Order upon acceptance of KAROKAAN terms and conditions of sale, payment of the deposit and sign off on KAROKAAN technical drawings issued to the Client.

You must pay a deposit of 60%, including VAT, to commence the Ordering process unless your Order is for fitted furniture or any other non-standard transaction which has been agreed in writing. To ensure timely payment and delivery of your product, KAROKAAN will issue you with a final invoice for the outstanding amount due several weeks prior to the completion of your Order.  You will not be able to ‘book in’ or arrange collection of your product with our preferred logistics agents until settlement of our final invoice. You must ensure that payment of the final invoice includes all VAT, logistics and or shipping charges prior to delivery.

VAT exemption is available for Orders exported outside the UK. Orders within the European Union (EU) are exempted only if the VAT registration details of the client are provided.  Orders outside of the European Union are fully exempted.   You will be required to provide proof of shipment for all export Orders considered eligible for VAT exemption.

KAROKAAN products are not returnable.

You will not be able to cancel any Order after five (5) working days from the receipt date of the deposit payment made to us. Neither can your product be returned after delivery as all KAROKAAN products made to Order based on Client’s specifications.  If you are compelled to cancel your Order for reasons you considered outside your control, you will be charged by us for all costs reasonably incurred in fulfilling the Order up to the date of receipt of the cancellation notice.  For fitted items which have no commercial value outside of your property the costs will be charged in full. 

If, for whatever reason, you are not able to take delivery of your Order at the agreed lead time, the final balance invoice is still be payable at the agreement estimated lead time or later in the event of unavoidable delays, the final balance invoice and the goods may be transferred to KAROKAAN distribution warehouse to await delivery and storage charges will apply from the two week grace period.

All purchases are at the quoted price and note any upcharges for special detailing, if any.

We recommend that you use reputable and qualified shipping companies to receive your goods into their warehouses, to inspect, sign off and facilitate installation directly into your home or that of the end user.

We advise that all your shipped and crated goods are received by a professional agent. Professional agents will represent you and act on your behalf and are likely to be members of a recognised freight forwarders association such as International Federation of Freight Forwarders Associations (FIATA) or other such organisation.

Professional Agents will advise you on documents and other points that need to be considered when shipping your product. They will check whether they are required to take out certain insurance to cover certain risks and/or use certain terms and conditions (this is particularly important if the freight forwarding agent will issue carriage receipts or multi model bills of lading). Professional Agents will note any damage and assist in filing a claim in the event of any damage being found.  We recommend that you arrange for your agent to be in attendance for a home delivery.

If your furniture is refused upon delivery for quality or damage reasons, the receiving agent or Client should contact KAROKAAN immediately. You must arrange for a full inspection of your furniture within 48 hours of delivery and if applicable, all freight claims must be made direct to KAROKAAN administration and registered within 72 hours.  We strongly recommend that you take photographs of the furniture, overall and close-up images, clearly showing the damage and email them to us.

Inspection of Product after shipping;

KAROKAAN will ensure that your products are suitably packed and secured in a manner to enable them to reach their destination safely and in good condition.

The crates containing your furniture must be carefully unwrapped and all the furniture inspected. Crates must ALWAYS be unpacked in your presence or if this is not possible in the presence of a trusted representative or agent.  Never discard original packaging until you are satisfied with the delivery.

Upon delivery, you or your agent must inspect the crates carefully to see if there are any visible evidence of damage to the crates. Any findings of damage must be recorded by the receiving agent or Client on the Bill of Lading and reported immediately to the carrier or its representative. We highlight the importance of clear, accurate and detailed photographs of any damage to the crates.  This will help to expedite and resolve any claim on insurance.

If you are unable to inspect the products at the time of receiving the shipment, you must ensure that the BOL records that any hidden damage of your crated products will be the responsibility of the carrier upon inspection of the products. KAROKAAN must be notified within 48 hours of any concealed damage that is found.  A copy of the BOL must be kept, along with the packaging material whilst a claim is filed. Photographs, both overall and detailed shots, of the furniture must be taken in support of your claim.

You must notify KAROKAAN administration of all claims made. You are responsible for registering a claim with the appointed carrier if you appointed your own shipper or Freight Forwarder.

Damage Reporting of Goods in Transit;

All KAROKAAN furniture is inspected for quality control prior to release to ensure that the Order is in good condition and ready for shipment whether for delivery within the UK or for shipment to other worldwide destinations.

The carrier is responsible for a complete inspection of the product(s) at the point of origin. Any damage must be noted on the BOL. The signed BOL is confirmation by the carrier that they have accepted responsibility for delivering the products in the condition in which they were received. Inspections of already crated goods are limited to the exterior of the crates. If the condition of the crates appears to have sustained damage, then they must be opened to inspect the contents. Importantly all freight damage claims must be made direct to KAROKAAN administration and registered within 72 hours of delivery.

Pricing;

The price of KAROKAAN furniture is determined by the product you purchase. You will be given a quote when you provide us with the dimensions and specifications of the pieces you require.

Your Order will be activated only when the minimum deposit of sixty percent (60%) of the purchase price is paid to us or on your written confirmation of the Order and followed by client signed approval of technical drawings.

All KAROKAAN product prices are exclusive of any charges for extras, including VAT (or equivalent) logistics, and shipping carriage, delivery, insurance and all other related charges or taxes or described relevant elements of the goods which are not included in the standard price. You are responsible for the full payment thereof.

Prices are subject to change without notice.

You are responsible for the payment of any applicable VAT to KAROKAAN on receipt of a valid VAT invoice.

Large fitted projects will require a deposit which will be based on the size and lead time for the project. You will also be required to make interim payment(s) in addition to deposit and balance payments.

Floor stock products which are available to purchase will require payment in full at the time your Order is placed.

Payment;

KAROKAAN will issue a deposit invoice on receipt of your Purchase Order or written confirmation with complete specifications and finish, which must be paid to activate your Order.

A final balance invoice will be issued several weeks prior to completion of your Order which must be paid in full before delivery of your product.

You must pay all invoices in full without deduction within 14 days of the date of each invoice to the bank account provided by us.

Where sums due are not paid in full by the due date, we reserve the right to charge a service charge of 10% interest on all outstanding balance not paid within 14 days of the date our invoice was issued.

Orders must be paid in full, including logistics, any export wrapping and shipping, storage, and any taxes (VAT) due prior to delivery in the UK or in the case of delivery overseas prior to shipping.

Products sold on occasion from the shop floor will require a full payment.

Taxes & Duties;

All taxes and duties of any nature whatsoever now or levied in the future by government upon the sale or transportation of any goods will be the responsibility of the Client for payment.

Delivery and Shipping;

KAROKAAN service to its Client can include the delivery and shipping of Orders. Alternatively, we can deliver your Order to packers and case makers of your choice or on our recommendation in readiness for shipping and collection from their premises. A fee will be charged for this additional service.

Shipping can be arranged through one of our preferred shipping companies or logistics agents. You can specify the shipment method preferred. All charges for this service must be paid for before the goods are delivered and or shipped.  The price for this service will be included on the final balance invoice issued by us

International shipping quotes are available on request. Be advised that all international shipments require a Certificate of Origin and proof of export to be issued by the shipping company.

You can arrange your own delivery and shipping of your Order. If you are arranging your own delivery and shipping, you must notify us of the contact details of the shipping agent. We will need the agent’s address and telephone number for delivery when placing your Order.

You must discuss and agree the delivery date with us before making any delivery arrangements.  A fee will be charged to facilitate delivery to a shipping agent. The fee for delivery of your products to the specified shipping agent will be added to the balance invoice issued by us.

Your furniture will be deemed delivered on arrival of your product at the shipping agent’s location as specified in your Order. Ownership of the product(s) will transfer to you, the Client, immediately upon the shipping agent accepting delivery of the Order.

On the transfer of ownership as specified in clause 14.5 above, KAROKAAN insurance cover for your Order will end, and will no longer be in effect. Insurance cover for your item will now be your responsibility or that of the shipping agent

Responsibility for damage occurring in-transit will be that of the shipping agent or you, the Client.

KAROKAAN delivery of the product will be accompanied by a delivery note stating the date, the Order details, including the type and quantity of the products in the consignment and any special handling instructions. The delivery note must be signed by you or your representative upon delivery.

Subject to a 2-weeks grace period, any shipment returned to KAROKAAN as a consequence of the Client’s delay or failure to accept delivery as agreed, will require the Client to pay all additional costs incurred by KAROKAAN for the transportation and storage of the furniture and any additional insurance Extra charges must be settled prior to re-delivery.

Risk and Title transfer;

Risk in your KAROKAAN products will pass to you, the Client, on delivery of the products.

Delivery of the product to the carrier shall be deemed delivery to the Client. Title to the products will pass to the Client on delivery and risk of loss or damage will at this point be that of the Client.

Should you have a claim against KAROKAAN or the carrier for shortage or damage occurring prior to delivery, you must make such claim to KAROKAAN in writing within forty-eight (48) hours after receipt of the shipment. Your claim must be accompanied by the original transportation bill signed by the carrier, noting that, the carrier received the goods from KAROKAAN in the condition claimed.

All KAROKAAN deliveries are subject to the accompanying Delivery policy which is incorporated by reference herein and constitute part of these terms and conditions

Warranty & Disclaimer;

Warranty does not apply to damage or breakage resulting from misuse, accidents, dramatic temperature variation, neglect, mishandling or wear and tear resulting from normal use.

Defective products, for which KAROKAAN is responsible, will be replaced within the normal production time period required to re-Order and manufacture the same product. Many wood and metal finishes are applied by hand and may vary in colour, tone and character. Whilst KAROKAAN will make every effort to match a finish, no guarantee can be made of an exact match.

KAROKAAN do not guarantee finishes against fading and oxidizing as these are natural processes. Variations in colour of materials such as stone and wood are part of the natural beauty. Furniture is handmade and is consequently subject to slight variations. The suitability of any special materials or any man-made material specified by a Client for any use is entirely at the discretion of the Client.  The Client is responsible for treatment for any materials purchased.

Remedies Upon Default;

KAROKAAN requires from the Client, full payment in advance for any shipment requirement. If the Client fail to make payment in accordance with the terms of this agreement or otherwise fail to comply with any of its provisions, KAROKAAN may, at its option, cancel any unshipped portion of the Client’s Order, retain the goods and declare a forfeiture of the deposit as liquidated damages.

Limitation of Liability;

KAROKAAN shall not be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods, or from any other cause with respect to the goods or this agreement, whether such claim is based upon breach of contract, breach of warranty, strict liability in tort, negligence or any other legal theory.

KAROKAAN total liability as set out in these terms, in any case, is expressly limited to repair or replace (in the form originally Ordered), at KAROKAAN election, the goods not complying with this agreement, or to the repayment of, or crediting buyer with, an amount equal to the purchase price of such affected goods.

KAROKAAN has obtained insurance cover in respect of its own legal liability for individual claims which does not exceed the price paid per item purchased. The limits and exclusions in this clause reflect the insurance cover that KAROKAAN has arranged to the extent of its own liability. The Client is responsible for making its own arrangements for the insurance of any excess liability.

The remedy provided for above is the Client’s sole remedy for any failure of KAROKAAN to comply with its obligations regarding the workmanship of its products. KAROKAAN total liability to the Client shall not exceed the price of the product or part on which such liability is based.

The Client must submit a claim for any items purchased under these terms to KAROKAAN in writing within forty-eight (48) hours from the date the Client discovered, or should have discovered, any breach for any cause, otherwise failure to do so within the specified time shall be deemed waived by the Client.

Force majeure;

All quoted and completion dates given are estimates only and are subject to change by KAROKAAN upon written notice.

KAROKAAN shall not be liable for delays in completion or shipment of any Order for any reason of Force Majeure or for any reason beyond KAROKAAN reasonable control including, but not limited to:

Government action, pandemics, war, terrorism, riots, civil commotion, embargoes or martial laws;

KAROKAAN inability to obtain necessary materials from their normal supply chain;

Shortage of labour, raw material, production or logistics facilities or other delays in transit;

Labour (production) difficulty involving employees of KAROKAAN or anyone else involved in the production chain and with whom KAROKAAN has limited control;

Fire, earthquake, storm, flood or other casualty or other contingencies of manufacture or shipment;

In the event of any delay in KAROKAAN production due in whole or in part to any cause beyond KAROKAAN reasonable control, KAROKAAN shall have such additional time for production as may be reasonably necessary under the circumstances;

Acceptance by the Client of any goods shall constitute a waiver by the Client of any claim for damages on account of any delay in delivery of such goods due to this Force Majeure clause.

Cancellation of Orders;

All KAROKAAN furniture is made to Order based on Client specifications

You may make changes to your Order under special circumstance, but this requires written approval from an authorized member of KAROKAAN.

Any item sold from the showroom floor is sold as seen and non-returnable.

Items purchased from a KAROKAAN sale are not returnable.

Exclusions;

All of KAROKAAN drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in KAROKAAN, price lists, website, brochures or advertisements are close approximations only and intended to give a general description of the goods and shall not form part of this agreement.

Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

Furniture is handmade and therefore is subject to slight variations. All sizes are within 2cm variance.

Communication;

Any communication between the parties to these Terms, regarding an Order placed, must be in writing and signed by, or on behalf of the party making the communication

Cumulative remedies;

The rights and remedies provided in these Terms for KAROKAAN only are cumulative and not exclusive of any rights and remedies provided by law.

Entire agreement;

KAROKAAN acceptance of Orders is based on the condition that the Client, whether interior professional or the end user, agree to all the terms and conditions set out herein. These terms and conditions serve as the complete and exclusive agreement between the parties and no other terms or conditions, modifying or changing these will be binding upon KAROKAAN unless made in writing and approved and signed by a senior member of KAROKAAN.

These terms and conditions replace any previous terms and conditions between the Client and KAROKAAN. No modification of any of these terms will be affected by KAROKAAN shipment of goods following receipt of the Client’s Order, shipping request or similar forms containing printed terms and conditions conflicting or inconsistent the terms contained herein.

Nothing in these Terms purports to limit or exclude any liability for fraud.

Variation;

No variation of these terms and conditions shall be valid or effective unless it is in writing and is duly signed by an authorized member of KAROKAAN and the other party.

Severance;

If any provision of these terms or conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, such provision or provisions shall be severed and the legality, validity and enforceability of any other provision shall not be affected.

Waiver;

Waiver by KAROKAAN of any of these terms, provisions, or condition shall only be effective if given in writing and signed by an authorised member of KAROKAAN, and then only in the instance and for the purpose for which the waiver is given.

Conflicts within contract;

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

Controlling Law;

This agreement and any dispute or claim arising out of, or in connection with it, and all rights and obligations herein, including matters of construction, validity and performance shall be governed by the laws of England and Wales