Purchase Terms & conditions

The following terms and conditions apply to the supply of goods and/or services by a supplier pursuant to a purchase order issued to the supplier by Hill Robinson (as agent for and on behalf of its client).
Where they apply, these terms and conditions supersede all previous communications between Hill Robinson and the supplier, whether written or oral, relating to the same subject-matter.

Aircraft: means the aircraft identified in the Purchase Order in respect of which the Goods and/or the Services are to be supplied, if any;
Charges: means the sums payable to the Supplier for the Goods and/or the Services, as set out in the Purchase Order;
Commencement Date: means the date specified as such in the Purchase Order or, if no date is so specified, the date of the Contract;
Client: means the person or entity identified as such in the Purchase Order;
Contract: means the agreement between the Client and the Supplier in respect of the supply of the Goods and/or the Services, which comprises the Purchase Order and these Purchase Order Terms and Conditions, as well as, any documents referenced in the foregoing as forming part of such agreement. In the event of any conflict between the various provisions and documents forming part of the Contract, the order of priority of the provisions and documents shall be:
(1) the Purchase Order;
(2) the Terms and Conditions;
and (3) any other provisions and documents forming part of the Contract;
Deliverables: means the Goods and other physical items and/or materials which are ancillary to the supply of the Services and which are to be supplied by the Supplier to the Client;
Goods: means the goods and other physical items and/or materials described or referred to in the Purchase Order, or any of them, and includes any Deliverables;
Hill Robinson: means the company within the Hill Robinson Group which is identified as such in the Purchase Order;
Hill Robinson Group: means the group of companies of which Hill Robinson Group Ltd (incorporated in Guernsey with registration number 70170) is the parent company;
Indemnity Limit: means a sum equal to the amount of the Charges (together with any interest) payable by the Client to the Supplier under the Contract;
Performance Location: means the place where the Goods and/or the Services (as the case may be) are to be supplied, as set out in the Purchase Order;
Purchase Order: means Hill Robinson’s form of purchase order setting out the types, quantities, prices and other provisions in respect of the Goods and/or the Services to be supplied by the Supplier and, for the avoidance of doubt, includes the Specification;
Services: means the services described or referred to in the Purchase Order, or any of them;
Specification: means the specification of the Goods and/or the Services (as the case may be) described or referred to in the Purchase Order;
Supplier: means the person or entity identified as such in the Purchase Order;
Vessel: means the vessel(s) identified in the Purchase Order in respect of which the Goods and/or the Services are to be supplied, if any; and
Warranty Period: means the period of time specified as such in the Purchase Order

(a) Hill Robinson shall use its best endeavours to provide the Services and shall exercise reasonable skill and care in its provision of the Services.

(b) The Client shall pay Hill Robinson the Fee for providing the Services.

(c) Hill Robinson shall be entitled to assume that the Client has full authority to engage Hill Robinson to provide the Services and that any person who holds themselves out as representing the Client has full authority to do so.

(d) Hill Robinson shall, in providing the Services, be entitled to have due regard to its overall responsibilities in relation to all of its clients as may from time to time seek its services and to allocate its resources accordingly.

(e) Any changes or additions to the scope of the Services shall be agreed in writing by the Parties.

(a) The Supplier shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
(b) The Supplier shall at all times and in all respects:

(i) supply the Goods and/or the Services in accordance with the terms of the Contract;
(ii) co-operate with the Client in all matters arising under the Contract or otherwise relating to the supply of the Goods and/or the Services;
(iii) inform the Client in a timely manner of any matters (including any health, safety or security requirements) which may affect the supply of the Goods and/or the Services; and
(iv) obtain and maintain all necessary licences, permits and consents required to enable it to supply the Goods and/or the Services and otherwise comply with its obligations under the Contract.

(c) In respect of any Services to be supplied by the Supplier:

(i) the Supplier shall supply as part of the Services any other services, functions and responsibilities (including incidental services, functions or responsibilities) which are not expressly stated in the Contract as being within the scope of the Supplier’s responsibilities (or otherwise set out in the Purchase Order) but which are reasonably required to ensure the proper supply of the Services;
(ii) the Client may at any time perform part or all of the Services (or any services equivalent to the Services) itself and/or procure part or all of the Services (or any services equivalent to the Services) from a third party. The Supplier shall provide such co-operation with any third parties engaged by the Client pursuant to this clause in connection with the Services as the Client may reasonably require.

(a) The Charges payable by the Client in respect of the Goods and/or the Services shall be as set out in the Purchase Order or, in default of such provision, shall be calculated in accordance with the Supplier’s scale of charges provided that such scale of charges shall be provided by the Supplier and received and acknowledged by the Client before the date of the Purchase Order and shall be annexed to the Purchase Order. No increase in the Charges may be made after the date of the Purchase Order, without the express agreement of the Client.
(b) The Charges shall include, in the case of the supply of Goods, delivery of the Goods to and, where appropriate, unloading of the Goods at the Performance Location.
(c) The Charges shall include, in the case of the supply of Services, all transport costs for personnel, tooling and equipment necessary to supply the Services at the Performance Location, unless specified otherwise in the Purchase Order.
(d) Unless specified otherwise in the Purchase Order, the Supplier shall invoice the Client: for the Goods no sooner than completion of supply of the Goods or, if later, the Client’s acceptance of the Goods and/or for the Services no sooner than completion of the supply of the Services in accordance with the Contract.
(e) The Client shall pay each validly submitted invoice of the Supplier within 30 days of receipt.
(f) Time of payment shall not be of the essence. Where sums due under the Contract are not paid in full by the due date, to compensate the Supplier for all loss from the Client’s breach, the Client shall pay on the sum interest (before and after judgment) on a daily basis until payment in full at the rate of 2% (two per cent) per annum above the Official Bank Rate from time to time of the Bank of England. The Supplier acknowledges that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.
(g) VAT (or its equivalent) shall be charged by the Supplier and paid by the Client at the then applicable rate. The Supplier shall arrange for the Goods and/or the Services to be supplied at a zero rate of VAT wherever possible and/or shall liaise with the Client regarding any VAT exemption that might be applicable to the supply.
(h) Where the Charges are to be calculated on a time and materials basis, the Supplier shall keep time sheets showing the hours worked by each of the Supplier’s personnel in respect of the supply of the corresponding Services and shall if so requested produce them to the Client for accounting purposes.

(a) Unless terminated earlier in accordance with any other provision of this Clause 4, the Contract will terminate automatically (save in respect of any provisions which survive such termination) upon completion of the supply of the Goods and/or the Services in accordance with the Contract.
(b) The Client may cancel the Contract in respect of all or any part of the Goods and/or the Services which have not yet been delivered to the Client, by giving to the Supplier reasonable notice in writing (having regard to the nature of the Goods and/or the Services and the duration of the Services). Where the Contract is cancelled in whole or in part under this clause, the Client shall pay:

(i) that proportion of the Charges which relates to the Goods and/or the Services which at the time of cancellation have been delivered to the Client; and
(ii) the costs of materials which the Supplier has purchased in connection with the cancelled Goods and/or the Services which cannot be returned to and refunded by the Supplier’s supplier of those materials or otherwise be re-purposed, which materials shall then belong to the Client.

(c) The Client may terminate the Contract (and/or any other contract which it has with the Supplier) with immediate effect by notice in writing to the Supplier if:

(i) the Supplier fails to perform any of its obligations under the Contract in any material respect which is incapable of remedy or, if capable of remedy, is not remedied to the reasonable satisfaction of the Client within such a period of time as may in the circumstances be reasonable (having regard to the nature of the Goods and/or the Services and the duration of the Services) after receipt of written notice giving particulars of the breach and requiring it to be remedied;
(ii) any consent, licence or authorisation held by the Supplier is revoked or modified such that the Supplier is no longer able to comply with its obligations under the Contract; or
(iii) as a consequence of a force majeure event as described in Clause 17 the Supplier’s performance of any of its obligations under the Contract is delayed or prevented for a continuous period exceeding 14 days or for a total of more than 30 days in any consecutive period of 60 days.

(d) The Client shall have no liability whatsoever for any losses of whatever nature incurred or suffered by the Supplier as a result of lawful suspension or termination of the Contract.
(e) The termination of the Contract shall be without prejudice to all rights accrued between the parties prior to the date of termination.

(a) The Supplier warrants that it (including, where it is an incorporated entity, its ultimate beneficial owner(s) and controller(s)) is/are not designated by any relevant authority or government (including, but not limited to, those in the EU, Monaco, UK, UN, USA) as being the subject of any prohibitive or restrictive measures which would inhibit the ability of the Supplier to supply the Goods and/or the Services and/or to receive any payment(s) from (or on behalf of) the Client.
(b) The Supplier shall, on request, make available to Hill Robinson such evidence as may reasonably be required to establish its identity, nationality, place of domicile and residence (or, where it is an incorporated entity, the legal status of the entity and the equivalent evidence in respect of its ultimate beneficial owner(s) and controller(s)), together with any documentation reasonably requested by Hill Robinson in order to comply with relevant regulations in respect of handling of funds.
(c) The Supplier warrants and shall procure that all Goods supplied pursuant to the Contract are supplied in compliance with all applicable regulations and legislation in any applicable jurisdiction.
(d) The Supplier shall indemnify the Client and Hill Robinson and their respective directors, employees, agents and sub-contractors and shall hold them harmless against and in respect of all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising, and all other losses, damages, costs and expenses (including all reasonably incurred legal expenses on a solicitor and own client basis), which may be brought against them or incurred or suffered by them (directly or indirectly), as the case may be, as a consequence of any breach by the Supplier of sub-Clauses (a) to (c) above.

(a) The Supplier shall:

(i) deliver the Goods and/or the Services at the Performance Location on the date(s) specified in the Purchase Order. Where appropriate, the Goods shall be deemed delivered by the Supplier only on completion of unloading of the Goods at the Performance Location;
(ii) not deliver the Goods and/or the Services in instalments unless otherwise agreed in writing by the Client;
(iii) ensure that the Goods and/or the Services conform to the Specification and to the Supplier’s general product and/or service information current at the time the Contract is made. If there is any conflict between the Specification and the Supplier’s general product and/or service information, the Specification shall prevail;
(iv) ensure that the Goods and/or the Services conform to or comply with the laws and regulations applicable to the Aircraft or Vessel, including the laws and regulations of the country in which the Aircraft or Vessel is registered and/or of the places where the Aircraft or Vessel is operated (as the case may be);
(v) ensure that the Goods are supplied with all information, manuals, documentation and drawings that are necessary to permit the Client to install, commission, operate and maintain the Goods;
(vi) ensure that the Goods shall be supplied with all information, documents and certificates relating to the warranty referred to in Clause 10;
(vii) ensure that the Services are supplied to the highest standards of the trade for luxury yachts, private aircraft and/or similar assets (as the case may be) in all aspects including without limitation in respect of materials, workmanship and standard of finish;
(viii) engage sufficient, suitable, experienced and appropriately qualified employees or contractors to deliver the Services; should the Client be dissatisfied with the performance of any of the Supplier’s employees or contractors in providing the Services then the Supplier shall deploy alternate employees or contractors to deliver the Services.

(b) Time of delivery of the Goods and/or the Services shall be of the essence. If the Supplier fails to deliver any of the Goods and/or the Services by the date(s) specified in the Purchase Order, the Client shall (without prejudice to its other rights and remedies) be entitled at the Client’s sole discretion:

(i) to terminate the Contract in whole or in part;
(ii) to refuse to accept any subsequent attempts by the Supplier to deliver the Goods and/or the Services;
(iii) to purchase goods and/or services which are the same as or similar to the Goods and/or the Services from a supplier other than the Supplier;
(iv) to recover from the Supplier all costs and losses (including any loss of profit) resulting to the Client, including the amount by which the price payable by the Client to acquire goods and/or services which are the same as or similar to the Goods and/or the Services from another supplier exceeds the Charges payable in respect of those Goods and/or Services;
(v) in the case of the supply of Services, to require the Supplier to re-perform the Services in accordance with the Specification at the Client’s convenience and at the Supplier’s cost; or
(vi) all or any of the foregoing.

(a) The extent of the Parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this Clause 7.
(b) Subject to Clause 7(f):

(i) the Client’s total liability shall not exceed the Indemnity Limit, in addition to its obligation to pay the Charges;
(ii) the Client shall not be liable for consequential, indirect or special losses (whether direct or indirect), including without limitation loss of revenue and/or profit, loss of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation or loss of goodwill.

(c) Any liability of the Client to the Supplier shall expire and claims against it shall become time barred after twelve (12) months following completion of the supply of the Goods and/or the Services (as the case may be) in accordance with the Contract.
(d) The Client shall not be liable in respect of any breach of its obligations hereunder of which written notification shall not have been given within ninety (90) days of the date on which the Supplier ought reasonably to have become aware of the existence of such breach.
(e) Without limiting the Client’s entitlement to recover other types of loss, the Client shall be entitled to recover the following from the Supplier as direct losses:

(i) the cost of selecting, procuring, installing and testing replacement goods or services;
(ii) wasted expenditure or unnecessary charges incurred by the Client (including regulatory fines);
(iii) liability to third parties (including clients and customers); and
(iv) the cost of rectifying lost or damaged data.

(f) Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other losses which cannot be excluded or limited by applicable law.
(g) Hill Robinson shall have no liability whatsoever to the Supplier, except in respect of: death or personal injury caused by negligence of Hill Robinson or those for whose acts or omissions Hill Robinson is responsible; fraud or fraudulent misrepresentation by Hill Robinson or those for whose acts or omissions Hill Robinson is responsible; or any other losses, caused by Hill Robinson or those for whose acts or omissions Hill Robinson is responsible, which cannot be excluded or limited by law.
(h) No director, employee, agent or sub-contractor of Hill Robinson and/or the Client shall in any circumstances whatsoever be under any liability whatsoever to the Supplier for any loss, damage or delay of whatever kind arising or resulting directly or indirectly from any act, neglect or default on their part while acting in the course of or in connection with their employment or engagement. Without prejudice to the generality of the foregoing, every exemption, limitation, condition and liberty contained in the Contract and every right, exemption from liability, defence and immunity of whatever nature applicable to Hill Robinson and/or the Client or to which Hill Robinson and/or the Client is entitled under the Contract shall also be available and shall extend to protect every such director, employee, agent or sub-contractor of Hill Robinson and/or the Client acting as aforesaid. For the purpose of the foregoing, Hill Robinson and/or the Client (as the case may be) is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be its directors, employees, agents or sub-contractors from time to time and such persons shall to this extent be or be deemed to be parties to the Contract.

(a) The Client shall not have accepted, or be deemed to have accepted, the Goods until the Goods have been delivered to or at the Performance Location and the Client has notified the Supplier in writing that the Goods have been delivered in full compliance with the Contract.
(b) The Client shall be entitled to reject any Goods which are not in full compliance with the Contract. Any acceptance of defective, late or incomplete Goods or any payment made in respect thereof, shall not constitute a waiver of any of the Client’s rights and remedies, including its right to reject the Goods. If the Goods are rejected due to the quantity or volume of the Goods exceeding the tolerances (if any) specified in the Specification, the Supplier shall promptly and at its own cost arrange for redelivery of the correct quantity or correct volume.
(c) Any rejected or over-delivered Goods may be returned to the Supplier by the Client at the Supplier’s cost and risk. The Supplier shall pay to the Client a reasonable charge for packaging, storing and returning any of the Goods over-delivered or rejected.
(d) The Client may require acceptance tests to be performed or to be carried out, at the Client’s option, either by the Client or the Supplier, in relation to the Goods and the results of the tests shall be made available to the Client.
(e) The Client may inspect and test the Goods during manufacture or processing prior to despatch, and the Supplier shall provide the Client with all facilities reasonably required to do so.
(f) Any inspection or testing of the Goods shall not be deemed to be acceptance of the Goods or a waiver of any of the Client’s rights and remedies, including its right to reject the Goods.
(g) The Client may inspect the delivery of the Services prior to their completion, and the Supplier shall provide the Client with all facilities reasonably required to do so.
(h) Any inspection of the delivery of the Services shall not be deemed to be a waiver of any of the Client’s rights and remedies under the Contract.

(i) The rights of the Client in this Clause 8 are without prejudice to the Client’s rights under Clause 10.

(a) The Warranty Period in respect of particular Goods and/or Services shall commence on the date on which those Goods and/or Services (as the case may be) are supplied in accordance with the Contract.
(b) The Supplier warrants and represents that, for the duration of the Warranty Period, the Goods and/or the Services shall:

(i) conform to any sample, their description and to the Specification, including any performance criteria;
(ii) be free from defects in design, material and workmanship;
(iii) comply with all applicable laws, standards and best industry practice;
(iv) be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982; and
(v) be fit for purpose generally and for any specific purpose held out by the Supplier.

(c) The Supplier agrees that the approval by the Client of any design or specification provided by the Supplier shall not relieve the Supplier of any of its obligations under this Clause 10.
(d) The Supplier warrants and represents that it understands the Client’s business and needs.
(e) The Supplier shall, without prejudice to the Client’s other rights and remedies, repair, replace, correct or refund the proportion of the Charges attributable to the defective Goods and/or Services provided that the Client serves a written notice on the Supplier within sixty (60) days following the end of the Warranty Period that some or all of the Goods and/or the Services do not comply with Clause 10(b).
(f) Any repair or replacement work carried out by the Supplier in accordance with Clause 10(e) shall be carried out at the place where the defective Goods and/or the subject of the defective Services are located. The Supplier shall carry out and make good at its cost all necessary dismantling and re-assembly of all structures, assemblies and machinery of whatever type in order to gain access to effect the necessary repair or replacement.
(g) If the Supplier fails to fulfil its obligations to repair or replace the defective Goods and/or Services at the first opportunity notified by the Client or in any case of emergency or in fulfilment of any regulatory requirement then the Client may itself undertake or employ a third party to undertake necessary remedial works at the risk and expense of the Supplier.
(h) Where the defective Goods and/or Services have not been successfully remedied by the Supplier, the Client shall be entitled to a reduction of the Charges in proportion to the reduced value of the Goods and/or the Services, or where the defect is so substantial as to significantly deprive the Client of the benefit of the Contract, the Client may terminate the Contract by notice in writing to the Supplier.
(i) The provisions of this Clause 10 shall apply to any Goods and/or Services that are repaired, replaced or corrected with effect from the delivery and/or provision of the repaired, replaced or corrected Goods and/or Services.
(j) The Client’s rights under this Clause 10 are in addition to, and do not exclude or modify, the rights and conditions contained in sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.
(k) The Client shall be entitled to exercise its rights under this Clause 10 regardless of whether the Goods and/or the Services have been accepted by the Client and notwithstanding that the Goods and/or the Services were not rejected by the Client following any inspection under Clause 8.
(l) The Supplier hereby assigns to the Client the benefit of all warranties relating to all equipment, materials and components manufactured or supplied by third parties that are incorporated or installed in or form any part of the Goods and/or the Services and the Supplier undertakes to hold the relevant warranty documentation on trust for the Client, unless the Supplier provides such documentation to the Client.
(m) This Clause 10 shall survive termination of the Contract for any reason.

(a) The Supplier, the Client and Hill Robinson shall not, by virtue of the Contract, acquire any right, title or interest in or to, any intellectual property rights belonging to any of the others.
(b) Ownership of any intellectual property rights in any documents, materials and/or work developed or produced by or on behalf of the Supplier in connection with the supply of the Goods and/or the Services to the Client shall vest in the Client.
(c) The Supplier grants to the Client, or shall use commercially reasonable endeavours to procure the grant of, a royalty-free, non-exclusive, perpetual, irrevocable, transferable, worldwide licence (or, where relevant, an appropriate sub-licence) to use any intellectual property rights in any Deliverables (to the extent that they have not vested in the Client pursuant to Clause 11(b)) to enable the Client to exploit any Deliverables.

(a) The Supplier shall put in place and maintain public liability and professional indemnity insurance in respect of any potential liability to the Client arising out of or in connection with the supply of the Goods and/or the Services in a sum of at least €5,000,000. The Supplier shall, on request, produce to the Client a copy of the policy or policies of insurance.
(b) The Supplier shall put in place and maintain insurance in respect of the Goods and any of the Client’s property in the Supplier’s possession against the usual risks, including accident, fire and theft, for their full replacement value until the risk in them passes to the Client.
(c) The Supplier undertakes that it shall not do or omit to do anything which might invalidate or adversely affect the insurance that the Supplier is obliged to maintain under Clauses 12(a) and 12(b). The Supplier shall notify the Client immediately if anything occurs which has invalidated, or is likely to invalidate, the insurance held by the Supplier.

(a) The Supplier shall indemnify Hill Robinson and the Client and their respective directors, employees, agents and sub-contractors and shall hold them harmless against and in respect of all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising, and all losses, damages, costs and expenses (including reasonably-incurred legal costs and expenses on a solicitor and own-client basis), which may be brought against them or incurred or suffered by them (directly or indirectly), as the case may be, in connection with the Contract. This indemnity shall survive the termination of the Contract. For the purposes of this Clause 13(a), the expression “Hill Robinson” shall include any member of the Hill Robinson Group.
(b) The Supplier accepts responsibility for the safety of its personnel engaged in providing the Goods and/or the Services or discharging any other obligations of the Supplier under the Contract. The Supplier shall indemnify and hold harmless Hill Robinson and the Client as regards both liability and legal costs in the event that the Supplier’s personnel (or their dependants) pursue claims for death or personal injury against Hill Robinson and/or the Client.

(a) For the purposes of this Clause 14, “Anti-Bribery Laws” means any bribery, fraud, kickback or other similar anti-corruption law or regulation of any country where the parties conduct business as it is relevant to the Contract, including without limitation the UK Bribery Act 2010.
(b) Each party shall comply with all applicable Anti-Bribery Laws in connection with the performance of their respective obligations under the Contract and ensure that it has in place adequate procedures to prevent any breach of this Clause 14.
(c) The Supplier undertakes, warrants and represents that it complies, and shall comply throughout the duration of the Contract, with the Modern Slavery Act 2015.
(d) Any breach of this Clause 14 by either Party shall be deemed a material breach of the Contract that is not remediable and shall entitle the other Party to immediately terminate the Contract by notice under Clause 4.

The Supplier shall comply with all Data Protection Laws in connection with the processing of any personal data in connection with the supply of the Goods and/or the Services and shall not by any act or omission cause the Client (or any other person) to be in breach of any applicable data protection laws.

If required by Hill Robinson or the Client, the Supplier shall enter into a confidentiality agreement directly with Hill Robinson or the Client (as the case may be) in such terms as may be reasonably required by Hill Robinson or the Client (as the case may be).

(a) In this Clause 17, “Force Majeure” means any event or sequence of events beyond a party’s reasonable control which prevents it from, or hinders or delays it in, performing any or all of its obligations under the Contract including, but not limited to: (i) acts of God, earthquakes, landslides, fires, floods, droughts, storms or other natural disasters; (ii) government requisitions, controls, sanctions, interventions, requirements or interferences; (iii) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof; (iv) riots, civil commotion, blockades or embargoes; (v) epidemics, pandemics or equivalent public health emergencies; and (vi) strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the crew of any vessel, aircraft or other means of transport) of the party seeking to rely on this Clause ‎17.
(b) Where Force Majeure occurs, or is reasonably likely to occur, a party shall not be liable to the extent that it is prevented from, or hindered or delayed in, performing its obligations under the Contract due to Force Majeure, provided that the affected party promptly notifies the other party of the occurrence of the event or sequence of events and its expected duration and uses reasonable endeavours to minimize the effect(s) of the event or sequence of events.

(a) The Contract shall be governed by and construed in accordance with English Law.
(b) Any dispute arising out of or in connection with the Contract (including any non-contractual obligations arising out of or in connection with it) shall be referred to arbitration in London in accordance with the Arbitration Act 1996. The arbitration shall be conducted in accordance with the appropriate London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The Parties hereby exclude any right to appeal any award under section 69 of the Arbitration Act 1996. The existence of any arbitration and any resulting award shall be confidential.