Terms and Conditions
CONDITIONS OF SALE
1. Definitions
1.1 In these conditions of sale:
‘Buyer’ means any person or persons, firm or firms, company or companies, authority or authorities who shall order or buy the Goods or Services from the Seller.
‘Conditions’ means these Monarch Chemicals Limited’s terms and conditions of sale as amended from time to time.
‘Contract’ means the contract between the Seller and the Buyer for the supply of Goods and/or Services subject to and in accordance with these Conditions and any quotation. ‘Force Majeure’ has the meaning given in clause 10.
‘Goods’ means the goods and/or materials supplied or sold by the Seller to the Buyer. ‘Goods Specification’ any specification for the Goods that is agreed in writing by the Buyer and the Seller.
‘Incoterms’ means the Incoterms 2010, published by the International Chamber of Commerce (as amended or replaced from time to time).
‘Order’ means an order placed for the Goods and/or the Services by the Buyer pursuant to a purchase order or otherwise.
‘point of delivery’ means the time specified in clause 8 in relation to an Order.
‘Services’ means any services provided by the Seller to the Buyer.
‘Seller’ means any Monarch Chemicals Limited group company or its successors, assignees, sub-contractors and agents.
1.2 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.
1.3 Reference to any clause is to a clause of these Conditions.
2. Applicability of terms
2.1 The Order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
2.2 The Order shall only be deemed to be accepted when the Seller issues written acceptance of the Order to the Buyer or when the Seller commences the supply of the Goods and/or Services (whichever is the earlier), at which point and on which date the Contract shall come into existence.
2. 3 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Seller's or third party catalogues, brochures or websites are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 Any quotation given by the Seller shall not constitute an offer, and is only valid for a period of 20 days (unless otherwise specified) from its date of issue.
2.6 Unless otherwise expressly agreed in writing by an authorised representative of the Seller, every Contract shall be governed in all respects by these Conditions to the exclusion of any other terms that the Buyer seeks to impose or incorporate to which are implied by trade, custom, practice or course of dealing.
2.7 The Seller is prepared to receive the Buyer’s Order by telephone but will accept no responsibility whatsoever for any error or omission arising therefrom.
3. Goods
3.1 To the extent that Goods are to be supplied in accordance with a Goods Specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential loss, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller arising out of or in connection with the Seller’s use of the Goods Specification.
3.2 The Seller reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
3.3 Except where specifically agreed in writing by the Seller (and in all cases subject to the limitation of liability in clause 12) the provision of a sample by the Seller is for information only and shall in no way be taken to imply any warranty or condition as to the quality, merchantability, fitness for purpose, suitability or other properties of the Goods.
3.4 All information detailed in the Seller’s containers, bottles and packaging are intended to be and may be construed only as of a generally informative nature and shall not be deemed to import any warranty as to the dimension or quality of the Goods or any of them.
4. Services
4.1 The Seller shall use all reasonable endeavours to meet any performance dates for the Services but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
4.2 The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
4.3 If the Buyer postpones the performance date for the provision of the Services or the Seller is otherwise unable to perform the Services as a result of the Buyer’s failure to comply with its obligations under the Contract, then except where such failure or delay is caused by a Force Majeure event or by the Seller’s failure to comply with its obligations under the Contract, the Seller reserves the right to charge the Buyer for all related costs and expenses.
5. Prices
5.1 Save as otherwise agreed in writing by an authorised representative of the Seller, all Goods and Services will be charged at prices current at the point of delivery. The Seller shall provide an indication of the anticipated price upon receipt of an Order but the Seller reserves the right to alter such prices to reflect any increase in costs to the Seller at the point of delivery such as (but not limited to) any costs arising from demurrage or a delay in off- loading the Goods. All prices of Goods shall be stated as a price per tonne.
5.2 Save as expressly stated otherwise by the Seller in writing, prices quoted for Goods and Services are exclusive of VAT and the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer.
5.3 Prices indicated in the Seller’s quotations, catalogues, price lists, website and other advertising material shall not be binding on the Seller.
5.4 Except as provided in clause 5.1, the Seller reserves the right at any time upon giving the Buyer not less than 1 months’ notice in writing to vary the price of any of the Goods and/or the Services.
6. Title
6.1 Until the Buyer has paid in full for the Goods, the Goods shall remain the sole and absolute property of the Seller as legal and equitable owner.
6.2 In the event of any collection or delivery of the Goods prior to the passing of title in them, the Buyer shall be in possession of the Goods solely as bailee and fiduciary agent for the Seller until such time as title in them has passed.
6.3 The Buyer shall insure to their full value any Goods wherein the risk but not the title has passed to it, and shall indemnify the Seller for loss, damage to or destruction of any such Goods, and shall hold any insurance monies payable in respect of such Goods in trust for the Seller.
6.4 Until title to the Goods passes pursuant to clause 6.5:
6.4.1 the Buyer shall where possible store and label the Goods in such manner that they shall at all times remain separate from the other goods in the Buyer’s possession and be readily identifiable as the Seller’s Goods;
6.4.2 the Buyer shall be bound at the request of the Seller to deliver up the Goods to the Seller on request and for such purpose, the Seller may at any time (and whether or not the Buyer shall be in default in making payment under a Contract) in its absolute discretion, recover from the Buyer those Goods being in the Buyer’s possession and, for the purpose of such recovery, the Seller’s servants and agents may enter upon land or buildings upon or in which the Goods are situated;
6.4.3 the Seller agrees to permit the Buyer as fiduciary agent of the Seller to dispose of the Goods in the course of the Buyer’s business and to pass good title to the Goods to its own customer (being a bona fide purchaser for value without notice of the Seller’s rights);
6.4.4 in the case of all disposals of Goods pursuant to clause 6.4.3, such disposal shall be by the Buyer as principal in relation to its own customer, and the Buyer shall have no right to commit the Seller to any contractual relationship with or liability to any such customer;
6.4.5 the permission contained in clause 6.4.3 may be revoked at any time by notice by the Seller and shall automatically and without notice be revoked upon the commencement of liquidation proceedings (compulsory or voluntary) of the Buyer or the appointment of a receiver, administrator, administrative receiver or judicial administrator over any part of the Buyer’s assets;
6.4.6 in the event of a disposal of the Goods pursuant to clause 6.4.3, the Buyer shall hold the proceeds of sale thereof on trust for the Seller (to be kept separately from the Buyer’s own monies and those of third parties in a separate bank account in which a credit balance shall be at all times be maintained) and shall account to the Seller forthwith for the proceeds of sale as fiduciary owner thereof notwithstanding that the period of credit allowed to the Buyer hereunder may not have expired and the Seller shall have the right to trace the proceeds of sale thereof.
6.5 The provision of this clause 6 shall apply notwithstanding that the Goods shall have been added to or incorporated in any goods of the Buyer or any third party provided that the Goods remain identifiable as discrete goods and that the process by which they have been added to or incorporated in the Buyer’s goods is reversible.
6.6 If the Buyer has not received payment for any disposal under clause 6.4.3 then the Buyer shall upon notice in writing by the Seller assign to the Seller all its rights against its customer in respect of that disposal, and shall do or cause to be done all things required to be done by statute or otherwise to ensure that such assignment is fully effective.
6.7 In the event that the Seller exercises its right of ownership so as to recover possession of the Goods or any of them, the risk in the Goods retaken shall revert to the Seller on possession being retaken by the Seller, its servants or agents and the Seller shall have full and unencumbered right to dispose of the Goods free of any rights whatsoever on the part of the Buyer to the Goods or the proceeds of sale thereof.
6.8 The Buyer shall utilise or dispose of the Goods insofar as the Order it receives for the Goods allow on a first-in first-out basis.
6.9 The Seller shall have a general lien against the Buyer of any goods of the Buyer for the time being in the possession of the Seller for amounts overdue under any Contract. If any lien is not satisfied within 3 months of any payment aforesaid becoming overdue, the Seller may sell such goods as agent for the Buyer and apply the proceeds towards the monies due and the expenses of the sale and shall upon accounting to the Buyer for the balance remaining (if any), be discharged from all liability whatsoever in respect of such goods.
7. Payment
7.1The Seller shall be entitled to submit an invoice to the Buyer for the Goods and/or Services at any time on or after the point of delivery.
7.2 The Buyer shall pay for the Goods and/or Services in full by the 20th day of the month following the point of delivery or sooner as provided in clause 6.4.6 (if applicable). Time for payment shall be of the essence of the Contract.
7.3 Notwithstanding the provisions of clauses 7.1 and 7.2, the Seller reserves the right, in its absolute discretion, to require payment in full for the Goods on or before the point of delivery but we shall advise you of this upon receipt of your Order.
7.4 In the event of any delay in payment beyond the date payment is due, the Buyer shall pay the Seller interest, on a daily basis, at the rate of 5% over the base lending rate of Lloyds Bank plc. from time to time, for the period that payment is overdue. Each month of non-payment, the interest shall accrue and be added to the principal amount.
7.5 The Buyer shall make no deduction from the invoice price of Goods and/or Services on account of any set-offs or claim unless both the validity and the amount thereof have been admitted by an authorised representative of the Seller in writing.
7.6 The Seller shall be entitled, without any liability to the Buyer whatsoever, to withhold or suspend delivery of the Goods or performance of the Services or any part thereof, if the Buyer’s accounts with the Seller are outstanding to an extent which the Seller considers unreasonable or if the Seller considers that the Buyer will fail to make payment or will fail to perform any other obligation under the Contract.
8. Delivery
8.1 Where the Buyer states a specified delivery date, the Seller shall, if it accepts the Order pursuant to clause 2.2, use all reasonable endeavours to comply but shall be under no obligation to make delivery at any specified time. Time shall not be of the essence with respect to the Seller’s delivery obligations and there shall be no liability on the Seller in respect of any loss incurred by the Buyer arising from any delay in delivery of the Goods or performance of the Services or any part thereof.
8.2 Where the Goods are delivered by:
8.2.1 road tanker, the point of delivery shall be when the Goods past the final flange on the road tanker;
8.2.2 drum or other container, the point of delivery shall be when the Goods are removed from the transporting vehicle;
8.2.3 collected from the Seller’s stores tank, the point of delivery shall be when the Goods pass out of the delivery line in such storage tank; and
8.2.4 discharged into the Buyer’s tank from other containers, the point of delivery shall be when the Goods pass the final flange on the tanker or other container.
8.3 The Seller shall he entitled to deliver the Goods by instalments. Each instalment shall be treated as a separate Contract between the Seller and the Buyer. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
8.4 If the Buyer fails to accept or take delivery of the Goods or provision of the Services or the Seller is unable to deliver the Goods or provide the Services as the Buyer has not provided appropriate instructions, documents, licences or authorisations, then except where such failure or delay is caused by a Force Majeure event or by the Seller’s failure to comply with its obligations under the Contract:
8.4.1 the Goods shall be deemed to have been delivered;
8.4.2 risk in the Goods shall pass to the Buyer;
8.4.3 the Seller may store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance); and
8.4.4 in the case of Services, in accordance with clause 4.3, the Seller reserves the right to charge the Buyer for all related costs and expenses.
8.5 If 14 days after the Seller has notified the Buyer that the Goods are ready for delivery and the Buyer has not accepted or taken delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and after deducting reasonable storage and selling costs, charge the Buyer for any shortfall below the price of the Goods.
8.6 The Buyer shall inspect the Goods as soon as is practicable after the point of delivery and shall give to the Seller and the carrier in writing within 3 days of delivery, notice of any claim for any shortages or damage or loss to the Goods whilst in transit (and the delivery note must be endorsed accordingly). Failing which, the Goods shall be conclusively presumed to have been received and accepted by the Buyer.
8.7 Any failure, suspension or delay by the Seller in respect of any part delivery of the Goods or the discovery of any defect in any of the Goods so delivered shall not entitle the Buyer to cancel the remainder of the Contract and shall not affect the obligation of the Buyer to pay the price of the Goods.
8.8 The Seller reserves the right to deliver to the Buyer against any Order an excess or deficiency of up to ten percent (10%) of the weight or volume ordered and the price to be paid by the Buyer shall reflect such variation.
9. Passing of risk
Risk in the Goods shall pass to the Buyer at the point of delivery as specified in Clause 8. Until title to the Goods has passed to the Buyer, the Buyer shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the point of delivery.
10. Force Majeure
10.1 For the purposes of these Conditions, Force Majeure event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.2 The Seller shall not be under any liability to the Buyer in respect of any failure to perform or delay in performing any of its contractual obligations to the Buyer attributable to any Force Majeure event or other cause of whatsoever nature beyond the Seller’s reasonable control and no such failure or delay shall be deemed for any purpose to constitute a breach of contract. If the Force Majeure event prevents the Seller from providing any of the Goods and/or Services for more than 10 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
11. Suitability of storage and offloading facilities
11.1 The Buyer shall ensure that when delivery is made from a tanker or installation, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and shall not contain anything other than the Goods. The Buyer shall indemnify and hold the Seller harmless against the consequence on the Seller of any failure on the part of the Buyer’s breach under this clause 11.1.
11.2 The Seller reserves the right at any time to refuse to make delivery of the Goods or any of them if in its sole opinion the storage and offloading facilities proposed by the Buyer are unsafe or inadequate for the Goods. All reasonable costs incurred by the Seller in attempting to make delivery shall be for the account of the Buyer. Where any of the Goods are delivered by the Seller or the Seller’s agent such delivery shall in no way constitute a commitment or representation by the Seller as to the suitability of the Buyer’s storage or offloading facilities so that the Seller shall be under no liability in respect of the storage or offloading facilities used by the Buyer.
12. Liability
12.1 All terms, conditions, warranties, statements or representations whatsoever whether express or implied statutory or otherwise and all other obligations and liabilities whatsoever of the Seller (save as provided in clauses 12.2 and 12.4) relating to the quality, merchantability fitness for purpose, suitability or other properties of the Goods or the provision of Services are hereby expressly excluded to the fullest extent permitted by law.
12.2 Subject to clause 12.3, in the event of any claim (except as provided in Section 16 of the Unfair Contract Terms Act 1977):
12.2.1 the Seller’s liability shall be totally and exclusively limited to the replacement of the Goods or Services or, at the option of the Seller, to the refund of any purchase price received in respect thereof; and
12.2.2 in no event shall the Seller be liable for any special, consequential or incidental loss or damage to the Buyer under any contract or these Conditions or connected in any way with the Goods or any use of them by the Buyer or any third party or the Services (including but not limited to economic loss, loss of profits or revenue or costs arising from the use of the Goods) whether such liability arises in contract or in tort (including by reason of any negligence of the Seller) or otherwise.
12.3 Notwithstanding the foregoing, the Seller shall be under no liability whatsoever to the Buyer after the point of delivery.
12.4 The exclusion of liability referred to in this clause 12 does not apply so as to exclude or restrict the Seller’s liability for:
12.4.1 death or personal injury resulting from the negligence of the Seller, its servant or agents; or 12.4.2 breach of the terms implied by section 12 Sale of Goods Act 1979; or
12.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
12.4.4 fraud.
13. Termination
13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
13.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
13.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
13.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
13.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
13.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
13.1.8 a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
13.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.2 to clause 13.1.9 (inclusive);
13.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
13.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2 Without limiting its other rights or remedies, the Seller may terminate the Contract:
13.2.1 by giving the Buyer 1 months' written notice; or
13.2.2 with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
13.3 Without limiting its other rights or remedies, the Seller shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if:
13.3.1 the Buyer fails to make pay any amount due under this Contract on the due date for payment; or
13.3.2 the Buyer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.9 or the Seller reasonably believes that the Buyer is about to become subject to any of them.
14. Consequences of termination
14.1 On termination of the Contract for any reason:
14.1.1 the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;
14.1.2 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
14.1.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15. Containers/pallets
15.1 The value of all chargeable containers/pallets used in connection with the delivery of the Goods will be shown as a separate item on the Seller’s sales invoice for the Goods and shall be paid for in full by the Buyer when payment for the Goods is due (irrespective as to whether the same is stated on the Order).
15.2 All such empty containers/pallets which are returned to the Seller at the Buyer’s expense, in good and complete condition within 3 months of receipt by the Buyer, may be repurchased by the Buyer at the Seller’s discretion at such rate as may be determined by the Seller from time to time.
16. Intellectual property rights
All intellectual property rights in or arising out of or in connection with the Goods and/or Services shall be owned by the Seller and the supply of any of the Goods and/or the Services by the Seller shall not give the Buyer any rights whatsoever in respect of any of the Seller’s intellectual property rights including its trade marks or brand names.
17. Health and safety at work
The Goods supplied by the Seller may under certain circumstances give rise to risk to health and safety. Technical literature on Goods supplied giving information on toxological, fire or handling hazards is available on request from the Seller and if the Buyer has not had sight of such literature, it is strongly advised to request a copy of the same from the Seller. The Seller shall be under no liability whatsoever for any action taken or refrained by the Buyer in relation to such information.
18. Exports
Goods that are exported from the United Kingdom are subject to the Incoterms, provided always that the appropriate Incoterms delivery / risk method and destination are agreed.
19. Notices
19.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
19.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
19.3 This clause 19.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
20. Waiver and cumulative remedies
20.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
20.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
21. Severance
21.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
21.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
22. No partnership
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
23. Third parties
A person who is not a party to the Contract shall not have any rights under or in connection with it.
24. Variation
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Seller.
25. Assignability
No Contract is assignable without the prior written consent of the Seller save that the Buyer and the Seller may assign the benefit and burden undertaken by them to a subsidiary of their respective ultimate holding company on the condition that such subsidiary remains associated with the assigning party.
26. Jurisdiction
Every Contract or any dispute or matter arising in connection with a Contract to which these Conditions apply, shall be governed by, construed and take effect in accordance with the laws of England and the parties shall accept the non-exclusive jurisdiction of the English Courts.