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General Conditions of Purchase of Goods and Services

Justerini & Brooks will only do business with the Supplier on the basis of Justerini & Brooks’ Conditions. When Justerini & Brooks places an order with the Supplier it is placed subject to these Conditions only. The terms and conditions of the Supplier will not apply unless expressly agreed by Justerini & Brooks Limited in writing. No course of dealing or business between Justerini & Brooks and the Supplier will be relevant to explain or supplement any condition save as provided for in accordance with these conditions.

1. General

1.1 In these general conditions of purchase ("Conditions") the following words have the following meanings:

(a) "Contract" means a contract between Justerini & Brooks and the Supplier for the supply of goods ("Goods") and/or services ("Services"), incorporating these Conditions, the relevant PO and any other document(s) referred to therein;

(b) “Order” means any order of Goods or Services made by Justerini & Brooks to the Supplier either by PO or otherwise;

(c) "PO" means a Purchase Order for the Goods and/or Services placed by Justerini & Brooks on Justerini & Brooks' standard form;

(d) "Supplier" means the supplier of the Goods and/or Services specified on the PO or the Order; and

(e) "Delivery Address" means the address specified for delivery of the Goods and/ or Services on the PO or the Order.

2. Acceptance

2.1 Acceptance of a PO or an Order will take place if the Supplier accepts the PO or Order in writing; or if, with Justerini & Brooks' written agreement, all of the Goods are manufactured, shipped or delivered by the Supplier or its duly authorised sub-contractors to Justerini & Brooks; or if, with Justerini & Brooks' written agreement, all of the Services are performed by the Supplier or its duly authorised sub-contractors.

2.2 If for any reason whatsoever the Supplier intends only to fulfil part of an Order as described in the PO or otherwise intends to supply Goods or Services other than those specified in the PO or Order, then the Supplier shall notify Justerini & Brooks of its counter-offer prior to issuing any acceptance of the PO or Order. Justerini & Brooks can thereafter decide whether to accept the counter-offer in whole or in part and shall inform the Supplier in writing whether it accepts the counter-offer.

2.3 Justerini & Brooks may retract a PO or an order at any time prior to acceptance in accordance with Condition 2.2 or 2.3, and in that event the PO or Order shall have no effect.

3. Quality and Provenance of Goods and Services

3.1 The Supplier warrants that it is either the sole owner of the Goods or is fully authorised by the owner of the Goods to sell them on behalf of the owner.

3.2 The Supplier warrants that all Goods supplied to Justerini & Brooks for onward sales to customers shall:

3.2.1 meet the highest quality standards in the industry for equivalent Goods (for example Wines shall be of a quality to be expected for that particular vintage and shall neither be oxidised, nor corked nor be tainted by any bacterial fault);

3.2.2 have clean labels and the wine levels shall be at least to the base neck level or higher unless otherwise agreed by the Parties;

3.2.3 if the Goods are wine, be in original wooden cases unless otherwise agreed by the Parties;

3.2.4 be of the best workmanship and of proper material in terms of packaging;

3.2.5 be free from faulty design in terms of packaging;

3.2.6 not have strip labels;

3.2.7 comply with EU and UK labelling laws and shall specifically mention sulphites and egg/dairy residues, with relevant labelling to be in English and preceded by the word “contains” (regardless of the language that the rest of the label is in);

3.2.8 display a bottling lot number on the bottle in accordance with EU Regulation 89/396;

3.2.9 not be sourced from outside of the European Economic Area without Justerini & Brooks’ prior written consent;

3.2.10 otherwise comply with and perform in accordance with the PO or Order and conform to Justerini & Brooks’s requirements where specified in the PO or in the Order in all respects, including confirming to the case size specified in the PO, and shall be packaged accordingly. Justerini & Brooks shall be notified of any and all instances of any discrepancies prior to acknowledgement of the PO.

3.3 The Supplier shall provide a condition report on the Goods including a photograph of the specific Goods themselves (not similar Goods) and evidence of provenance upon request.

3.4 Justerinis & Brooks reserves the right to taste a sample of any wine products supplied to ensure quality standards and other warranties are complied with.

3.5 Justerini & Brooks reserves the right to reject any Goods that do not comply with warranties or that do not match the specifications detailed in the PO and the Supplier shall either replace any Goods not conforming with these warranties or reimburse Justerini & Brooks for the full cost of the Goods at the sole discretion of Justerini & Brooks. Furthermore the Supplier shall be liable for all reasonably foreseeable costs relating to replacing or returning the Goods or any other costs incurred as a result of sourcing equivalent Goods for the customer.

3.6 The Supplier shall provide the Services:

(a) using reasonable skill care and diligence using suitably skilled, experienced and qualified staff and where staff are named in the PO or Order shall not use any other staff to provide the Services unless agreed by Diageo in writing;

(b) using the a high standard of workmanship and materials;

(c) in compliance with the PO or Order and any applicable specifications that Diageo provides in relation to the PO or Order; and

(d) to meet Justerini & Brooks 's requirements in all respects.

The Services shall be deemed to include the services, functions and responsibilities ancillary to and customarily included within services equivalent or similar to the Services.

3.7 The warranties set out herein which are in addition to any statutory or other applicable warranties will apply for the benefit of Justerini & Brooks, its successors, assignees and customers.

4. Liability and Insurance

4.1 The Supplier will indemnify Justerini & Brooks in full against all claims, liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by Justerini & Brooks as a result of or in connection with:

(a) breach of any warranty given by the Supplier;

(b) any claim that the Goods or Services infringe, or their importation, use or resale infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person anywhere in the world, except to the extent that the claim arises from: (i) compliance with any specification supplied by Justerini & Brooks; or (ii) unauthorised modifications made by Justerini & Brooks;

(c) any liability to consumers in respect of the Goods or Services including a breach of the above warranties; and

(d) any act or omission by the Supplier or its employees, agents or sub-contractors in supplying, delivering or installing the Services.

4.2 The Supplier shall maintain in force a Policy of Insurance satisfactory to Justerini & Brooks in respect of its liabilities under the Contract and will provide Justerini & Brooks with evidence of such insurance on request.

5. Compliance with Diageo Standards

5.1 The Supplier warrants that all Goods will comply with or be performed in accordance with all applicable laws, regulations and codes of practice, including the codes of practice of Diageo plc(the ultimate parent company of Justerini & Brooks referred to hereinafter as “Diageo”) (available on request).

5.2 The Supplier warrants that it and its employees shall comply with the spirit and content of: (a) Diageo’s Partnering with Suppliers Standard; (b) the Modern Slavery statement; , in each case as updated and in force from time to time. Copies of these documents are available online at http://www.diageo.com/en-row/csr/Pages/our-code-policies-and-standards.aspx and https://www.diageo.com/pr1346/aws/media/1385/diageo_modern_slavery_act_2016__1_.pdf

6. Delivery/Transport/Packing

6.1 The delivery date specified to the Supplier in the PO or in the Order must be met and time is of the essence. Justerini & Brooks does not waive its rights with respect to a delay in delivery or completion unless specifically agreed in writing. The Supplier shall comply with all delivery or performance instructions notified to it, failure to do so may result in the delivery of Goods and/or the provision of Services being refused and cancellation of the PO or the Order, and the Supplier will be responsible for any additional costs resulting

6.2 Notwithstanding the foregoing sentence, If the Supplier is unable to meet the delivery/completion/required date specified in the PO, the Supplier must promptly notify Justerini & Brooks to confirm Justerini & Brooks’ instructions and the Supplier shall be responsible for any additional costs and/or loss resulting from the Supplier not meeting the delivery/completion/required date.

6.3 All Goods will be delivered to the Delivery Address in the PO / the Order.

6.4 The Supplier shall ensure that all Goods supplied shall be properly protected against damage and deterioration in transit, and shall bear the description, the quantity of the contents and the PO Number or Order on each package unless otherwise agreed.

6.5 Unless otherwise stated in the PO or Order, the Supplier will make no charge for containers, packaging material, crating, boxing, or storage.

6.6 Unless agreed prior to delivery Justerini & Brooks assumes no obligation for Goods shipped in excess of the quantity ordered in the PO or Order. Shipments in excess of the quantity ordered and not accepted by Justerini & Brooks may be returned to the Supplier, and the Supplier will pay Justerini & Brooks for all expenses incurred in connection with such shipments.

7. Documentation

7.1 The Supplier will also provide Justerini & Brooks with all certificates of origin, quantity, quality, insurance and compliance with industry requirements or standards and in such form as Justerini & Brooks may from time to time reasonably request.

7.2 The Supplier will:

(a) send on the day of delivery for each consignment a separate advice note and invoice for each delivery including details of the Goods supplied to the Delivery Address;

(b) send on the day of completion of the Services a separate advice note and invoice for each Service (as itemised in the PO) including details of the Services provided;

(c) mark clearly the PO Number on each package, packing notes, invoices, monthly statements and all other correspondence or documents relating to the PO; and

(d) Send together with the delivery of each Order a packaging list that confirms the product and volume and all accompanying duty documentation from Her Majestys Revenue and Customs service including a copy of a copy of EAD (ARC) paperwork and for Duty Paid deliveries a dispatch note with Goods and volume.

7.3 The documents referred to in Conditions 7.1 to 7.3 are herein collectively referred to as "Delivery Documents".

8. Title and Risk of Loss

8.1 Risk of loss or damage to the Goods will not pass to Justerini & Brooks until the Goods have been delivered into Justerini & Brooks's possession or collected by our third party representative on our behalf and are confirmed by Justerini & Brooks to be in accordance with the Contract, a PO and/or these Conditions.

8.2 Title to the Goods will pass to Justerini & Brooks when the Goods are delivered to the Delivery Address or collected by Justerini & Brooks or their representatives, unless payment is made prior to delivery in which case title shall pass upon payment being made. Except in the case of En Primeur, upon transfer of title to J&B the Supplier shall appropriate the Goods to Justerini & Brooks at an agreed time and shall then keep them separate from all other goods in the possession of the Supplier and shall clearly mark the Goods as the property of Justerini & Brooks. Passing of title shall not in respect of the Goods prejudice any right of rejection or other right, which Justerini & Brooks may have.

9. Price and Payment

9.1 The price shall be as stated in the PO or Order and unless otherwise stated shall be exclusive of applicable value added tax. No additional charges, fees or expenses will be payable unless agreed by Justerini & Brooks in writing in advance. Any variation of the price requires the prior written agreement of Justerini & Brooks.

9.2 All payments are contingent upon the Goods conforming with the PO or Order and any specifications accompanying the PO or Order, and receipt of the Delivery Documents to the reasonable satisfaction of Justerini & Brooks.

9.3 Payment will be made in accordance with the PO or Order.

9.4 Payments of all undisputed amounts will be made within 60 days of receipt of a correct and complete invoice (including the valid PO Number and VAT invoice details) or 30 days for broking Suppliers at the Justerini & Brooks address set out in the PO or in the Order, or at intervals otherwise agreed in writing by Justerini & Brooks and the Supplier against the Goods and/or Services delivered. Notwithstanding the foregoing, Justerini & Brooks operates a weekly payment run and payment may therefore be made up to 7 days after this 60 day (or any other agreed) payment period. All payments will be made without prejudice to Justerini & Brooks rights should the Goods or performance of the Services prove unsatisfactory or are not in accordance with the Contract, the PO or Order (or any specifications accompanying the PO) or these Conditions.

9.5 Justerini & Brooks shall have the right to set-off any amounts which may become payable by it to the Supplier against any amounts the Supplier may owe to Justerini & Brooks.

9.6 Justerini & Brooks may withhold payment of any invoiced amount which is the subject of a bona fide dispute between the parties. If as part of the resolution of such a dispute Justerini & Brooks either agrees or is ordered by a court of competent jurisdiction to pay the disputed sum (or any part thereof) to the Supplier, Justerini & Brooks will make payment of the relevant amount within 60 days of such agreement or order, unless otherwise agreed or ordered.

9.7 Should payment be made after the date referred to in Condition 9.4 above, Justerini & Brooks shall be liable to pay interest on the amount outstanding, at an annual rate of 2% above the European Central Bank base rate from time to time in force.

9.8 Nothing in these Conditions obligates Justerini & Brooks to purchase or acquire any minimum level of goods or services from the Supplier.

10. Intellectual Property

10.2 Justerini & Brooks or its affiliates are the proprietor of all Justerini & Brooks trade marks and associated goodwill. The Supplier will not gain any right, title or interest in any names, logos or trade marks owned by Justerini & Brooks or its affiliates (“J&B Marks”) and shall not make any use of the same without Justerini & Brooks's prior written approval.

10.3 Any permission to reproduce the J&B Marks on any Goods, Services or Works (as defined in Condition 10.11) is solely for the purpose of fulfilling the Contract and will expire once the Contract is fulfilled or cancelled whichever occurs earlier.

10.4 Any Goods, Services or Works created in connection with the provision of the Goods or Services supplied to Justerini & Brooks by the Supplier incorporating J&B Marks are supplied on a sole and exclusive basis. The Supplier shall not supply the same or similar goods, services or works to any other party or dispose of them in any way whatsoever other than to Justerini & Brooks, unless otherwise specified in the PO.

10.5 Any excess Goods produced bearing J&B Marks which are not supplied to Justerini & Brooks must be promptly notified to Justerini & Brooks and destroyed, unless otherwise agreed by Justerini & Brooks in writing.

10.6 The Supplier will not do anything intended or likely to damage the J&B Marks or the name or reputation of Justerini & Brooks or those of its products.If the Services involve an association with the Supplier as an individual (e.g. as a brand ambassador for a Justerini & Brooks brand), or association with an individual who is retained by the Supplier, the Supplier shall not engage (and shall procure that any retained person does not engage) in any conduct that is likely to harm or misuse or bring into disrepute the good name, image or reputation of the individual, Justerini & Brooks, or any affiliates or brands of Justerini & Brooks.

10.7 The Supplier warrants that the provision of the Goods and/or Services and use of them by Justerini & Brooks in accordance with the PO and the Contract shall not infringe any third party intellectual property rights.

10.8 The Supplier will defend, indemnify and hold Justerini & Brooks harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of the Supplier’s provision of the Goods and/or Services. Justerini & Brooks will notify the Supplier in writing of any allegation of infringement and will allow the Supplier to secure a right of continued use for Justerini & Brooks or modify or replace the Goods and/or Services, or any item provided as part thereof, so as to avoid the infringement, provided that the modification or replacement does not materially adversely affect the nature and quality of the Goods or the Service.

10.9 The Supplier hereby grants to Justerini & Brooks and its affiliates a royalty-free, fully paid up, non-exclusive licence to use the Supplier’s name and trade marks (“Supplier Marks”) on Justerini & Brooks’ websites, advertising, merchandising and promotional material for the purpose of advertising, marketing and selling the Goods supplied to Justerini & Brookes by the Supplier.

10.10 The Supplier acknowledges that in connection with the provision of Goods or Services supplied to Justerini & Brooks, the Supplier may develop for Justerini & Brooks works and/or materials, including documents, models, prototypes, software, data, formulae, specifications, inventions, concepts, processes, techniques, analyses, compilations, studies, reports, graphic designs, three dimensional designs, moulds, photographs, names or logos ("Works").

10.11 In connection with all Works:

(a) the Supplier hereby assigns to Justerini & Brooks, with full title guarantee and without restriction, the legal and beneficial ownership of all intellectual property rights subsisting in or relating to any Works (collectively the "Intellectual Property");

(b) the Supplier shall procure that its employees and subcontractors shall waive all moral rights arising under the Copyright, Designs & Patents Act 1988, Copyright and Related Rights Act 2000 and, so far as legally possible, any broadly equivalent rights they may have in any territory of the world;

(c) to the extent that any Intellectual Property is not capable of being assigned at the date of any PO, the Supplier hereby agrees to assign to Justerini & Brooks, with full title guarantee and without restriction, all Intellectual Property at Justerini & Brooks’s request; and

(d) the Supplier agrees, at Justerini & Brooks’s request and cost, to do all such things as may be necessary or desirable to vest in Justerini & Brooks the full benefit of all Intellectual Property subsisting in or relating to any Works.

For the avoidance of doubt nothing in condition 10.11 is intended to transfer or assign any right or interest in the supplier marks to Justerini & Brooks.


11.1 The existence and terms of the Contract, the existence of any relationship or association between Supplier and Justerini & Brooks, and any other information and materials relating to Justerini & Brooks or its business disclosed to the Supplier by or on behalf of Justerini & Brooks ("Confidential Material") prior to or after the entering into of the Contract shall be confidential information of Justerini & Brooks. The Supplier shall only use Confidential Material in the performance of its obligations under the Contract and shall not disclose the same to any third party or use the same for any other reason, without Justerini & Brooks’s prior written consent.

11.2 This Condition 11 does not apply to information which is:

(a) in the public domain through no breach or fault of the Supplier;

(b) in the possession of the Supplier before disclosure by Justerini & Brooks;

(c) obtained by the Supplier from a third party who is free to disclose the same; or

(d) legally required to be disclosed.

11.3 The Supplier’s obligations set out in this Condition 11 shall continue in force after the date of the performance of the Contract and thereafter in perpetuity.

11.4 The Supplier shall take all necessary precautions to ensure the security of all Confidential Material and shall comply with Justerini & Brooks’s directions in relation to all Confidential Material.

11.5 The Supplier shall ensure that Confidential Material is disclosed only to those of its employees who need to know it for the purpose of performing the obligations of the Supplier under the Contract and who are bound by appropriate and legally binding confidentiality and non-use obligations. The Supplier shall be fully responsible for all disclosure and use of the Confidential Material including any unauthorised disclosure or use of the Confidential Material by its employees.

11.6 All documents, files and other items (in whatever format or medium) which contain or record Confidential Material shall remain or become the property of Justerini & Brooks, and the Supplier shall cease to use them and deliver them to Justerini & Brooks upon request, together with all copies thereof.

11.7 The Supplier shall not, and shall ensure that its employees shall not, in any way publicise its relationship with Justerini & Brooks and its associated companies without the express written agreement of Justerini & Brooks.

11.8 It is acknowledged by the Parties that a violation of this Condition 11 would cause irreparable harm to Justerini & Brooks, for which monetary damages would be inadequate and injunctive relief may be available for a breach of this Condition.

12. Breach, Termination, Etc.

12.1 If the Goods or Services are not supplied or performed in accordance with the Contract Justerini & Brooks may, without prejudice to any other remedy, require the Supplier to supply replacement Goods or re-perform Services within 7 days; alternatively or if the Supplier fails to do so Justerini & Brooks may cancel the Contract, require refund of any part of the Contract price already paid and claim damages and any losses and costs incurred by Justerini & Brooks.

12.2 Justerini & Brooks may terminate the Contract immediately, by written notice without any liability to the Supplier, if:

(a) the Supplier makes any arrangement with its creditors, becomes subject to an administration order or goes into bankruptcy, liquidation, or receivership;

(b) a receiver, trustee or liquidator is appointed over any of the Supplier's property or assets;

(c) anything or any step equivalent to the matters referred to in Conditions 12.2(b) or 12.2(c) above occurs in any other jurisdiction;

(d) the Supplier becomes unable to pay its debts generally as they become due, or ceases or threatens to cease to carry on business; or

(e) Justerini & Brooks reasonably considers that any of the events set out in Condition 13.2(a) to (c) is about to occur to the Supplier.

12.3 On cancellation/termination of the Contract by Justerini & Brooks, the Supplier will immediately return to Justerini & Brooks, any of Justerini & Brooks’s property held by the Supplier at no further cost to Justerini & Brooks. Justerini & Brooks may enter the Supplier's premises to recover such property.

12.4 The rights set out in this Condition 12 are in addition and without prejudice to Justerini & Brooks’s other legal rights and remedies.

13. Cancellation & Termination

13.1 Justerini & Brooks may at its option cancel the Contract in whole or in part with respect to any undelivered Goods or Services not performed to completion. Justerini & Brooks’s only obligation for cancelling the Contract covering standard stock Goods will be to pay for Goods shipped prior to cancellation. If Justerini & Brooks cancels the Contract covering Goods made to its specification or for Services part-performed and initiated at its request, and the Supplier is not in breach of the Contract, the PO or these Conditions subject to delivery and/or performance of the same, Justerini & Brooks will pay the Supplier the agreed unit price for Goods completed and/or Services part-performed calculated as a reasonable percentage of the agreed completed Services price, and also the direct and proven costs arising from the manufacture of the Goods incurred by the Supplier before the Supplier received notice of cancellation. Under no circumstances will the total payment upon cancellation exceed the total Contract price. Justerini & Brooks will not be liable for prospective or anticipated profits by reason of such cancellation or other economic or consequential loss.

14. Assignment and Subcontracting

14.1 Justerini & Brooks may assign the Contract and its rights and obligations to any other company directly or indirectly owned and/or controlled by Diageo plc.

14.2 The Contract is personal to the Supplier and the Supplier may not without Justerini & Brooks’s prior written consent assign, mortgage, charge or dispose of any of its rights or obligations, or sub-contract or otherwise delegate performance of its obligations. Without prejudice to the foregoing, If the Suppler engages any subcontractor in the performance of its obligations under the Contract, then the Supplier shall be responsible for any acts or omissions of such subcontractor in connection with the Contract as if those acts or omissions were its own.

14.3 The Supplier will on request provide Justerini & Brooks with full details of any suppliers to the Supplier of goods or services which are or are intended to be incorporated in the Goods and/or Services supplied to Justerini & Brooks.

15. Bribery & Corruption

15.1 The Supplier agrees that, at any time after the effective date of the Contract, it shall not and it shall procure that its directors, employees, agents, representatives, contractors or subcontractors shall not commit any offence under any legislation or common law anywhere in the world creating offences in respect of bribery or fraudulent or corrupt acts, including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977.

16. Data Protection

16.1 The Supplier warrants and undertakes to comply with its obligations under applicable laws relating to data protection and privacy, and, without prejudice to the foregoing, the Supplier shall not act or omit to act in a manner that will or is likely to result in Justerini & Brooks or any of its affiliates breaching its obligations under such applicable laws.

16.2 To the extent the Supplier processes any personal data on behalf of Justerini & Brooks or any of its affiliates, the Supplier shall: (i) process such personal data only in accordance with Justerini & Brooks’s instructions; (ii) implement appropriate technical and organisational measures to protect such personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; (iii) ensure the reliability of any its personnel with access to such personal data and that such personnel have a binding obligation to protect the confidentiality of such personal data; (iv) notify Justerini & Brooks promptly in writing (and with a copy to csi@diageo.com) (but in any event within 24 hours of becoming aware of it), of any suspected, potential or actual data incident, including any suspected, potential or actual accidental, unlawful or unauthorised destruction, disclosure, loss, alteration or access in relation to personal data processed on behalf of Justerini & Brooks or any of its affiliates; (v) allow Justerini & Brooks to conduct physical inspections of the Supplier’s premises to ensure compliance with this clause; (vi) not subcontract any processing of such personal data without the prior written consent of Justerini & Brooks; and (vii) upon termination or expiry of this agreement, at Justerini & Brooks’s request, promptly delete or return all personal data; and (viii) not process and/or transfer any such personal data to any country outside the European Economic Area without the prior written consent of Justerini & Brooks.

17. Miscellaneous

17.1 Nothing in this Agreement will create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between Justerini & Brooks and the Supplier.

17.2 The Contract contains the entire agreement between the parties with respect to its subject matter, and may only be modified by a written document signed by duly authorised representatives of both parties.

17.3 Justerini & Brooks may from time to time alter these Conditions in such manner as it determines. Such alteration will, however, not affect any Contract that Justerini & Brooks may have entered into with the Supplier prior to the alteration.

17.4 The Supplier acknowledges that, in entering into the Contract, the Supplier does not do so on the basis of, nor rely on, any representation, warranty or other provision except as expressly set out in the PO.

17.5 If any provision of the Contract is held by any court or other competent authority to be void or unenforceable in whole or part, the Contract will continue to be valid as to its other provisions.

17.6 A reference to a “Condition” in these Conditions is a reference to a clause of these Conditions.

17.7 Unless otherwise provided this Contract is not intended to be enforceable by any third party who is not expressly a party to it.

18. Notices

18.1 Any notice required or authorised under these Conditions to be given by a party to the other will be given by delivering it by hand or sending it by pre-paid recorded delivery post to the other party at its registered office and marked for the attention of the Company Secretary or to such other address as may be agreed from time to time.

19. Governing Law

These Conditions and any Contract of which these Conditions form part will be governed by English law, and subject to the exclusive jurisdiction of the English Courts.