Terms and Conditions
- 1.1 In these Conditions:- "Buyer"
means the Person who accepts a quotation of the Seller for the sale of
Goods or whose order for the Goods is accepted by the Seller.
"Conditions" means the standard terms and conditions of sale set
out herein and (unless the context otherwise requires) includes any
special terms and conditions agreed in writing between the Buyer and the
Seller and specified herein or overleaf. "Contract" means the
contract for the purchase and sale of the Goods including the Conditions.
"Force Majeure" means any cause beyond the Seller's reasonable
control including but not limited to any strike, any lack of available
transport or materials, any restriction, regulation or decree by any local
or municipal authority or government department or by any strike, commotion,
riot, act of God. "Goods" means the goods (including any
instalment of the Goods or any parts of them) which the Seller is to
supply in accordance with these Conditions from time to time.
"Person" means an individual or a body corporate or
unincorporated or a partnership and "Persons" shall be construed
accordingly. "Seller" means Permaroof UK Limited (registered in
England under number 4109 502). "Writing" shall have the
ordinary meaning ascribed to it, including type written documents or
communications and shall include facsimile transmissions, e-mail and
corporate means of communication.
- 1.2 Any reference in these Conditions to
any provision of a statute shall be construed as a reference to that
provision as amended, re-enacted or extended at the relevant time.
- 1.3 Except where the context otherwise
requires words herein denoting the singular include the plural and vice
versa; words denoting any one gender include all genders.
- 1.4 References to clauses are, unless the
context otherwise permits, references to clauses of these Conditions.
- 1.5 Cause headings herein are for reference
only and do not affect the construction of these Conditions or the
- 2.1 The parties to these Conditions are the
Seller and the Buyer. All transactions as between the Seller and the Buyer
are as between principal and principal and are subject to the following
- 3.1 The Contract between the Seller and the
Buyer cannot be varied, altered or excluded unless such variation, alteration
or exclusion is signed between the parties in Writing between the
authorised representatives of the Seller and the Buyer (being the case of
the Seller a director of the Seller) and signed by the parties to be
- 4.1 Any concession, latitude or waiver
allowed by the Seller at any time shall only apply to the extent
specifically covered by such concession, latitude or waiver and shall not
prevent the Seller otherwise exercising its full rights under the Contract
and these Conditions.
5 Acceptance of Orders
- 5.1 The contract between the Seller and the
Buyer shall only become binding upon the confirmation acknowledgement of
any order in Writing by the Seller acting through its authorised
representative and all quotation or tenders made and price or product
lists supplied by the Seller shall be treated as invitations to treat
- 5.2 The Seller reserves the right to accept
or refuse orders. The Seller also reserves the right (without prejudice to
any other remedy) to cancel any uncompleted order or to suspend delivery
in the event of the Seller being unable to fulfil any of its commitments
under the Contract for any reason whatsoever or in the event that the
Buyer's commitments (including in particular, without limitation, the
payment on the due dates for Goods delivered) with the Seller not being
met. The Seller reserves the right to refuse, modify or negotiate orders
in the event of changes in HM Government's trade policy pertaining to imports,
tariffs, surcharges, pound sterling exchange rate fluctuations and other
conditions affecting the charges, quotes or procedures the Seller is
obliged to follow. If an order is cancelled by the Seller in the
aforementioned circumstances then the Buyer shall be liable to indemnify
the Seller against all loss, costs (including the cost of all labour and
materials used and overheads incurred), damages, charges and expenses
arising out of the orders and the cancellation thereof (the Seller giving
credit for the value of any such materials sold or utilised for other
- 5.3 The Buyer shall be responsible to the
Seller for ensuring the accuracy of the terms of an y order (including any
applicable specification) submitted by the Buyer and for giving the Seller
any necessary information relating to the Goods within a sufficient time
to enable the Seller to perform the contract in accordance with its terms.
- 5.4 The quantity, quality and description
of and any specification for the Goods shall be those set out in the
Seller's quotation (if accepted by the Buyer) or the Buyer's order (if
accepted by the Seller).
- 5.5 If the Goods are to be manufactured or
any process is to be applied to the Goods by the Seller in accordance with
a specification submitted by the Buyer, the Buyer shall indemnify the
Seller against all loss, damages, costs and expenses awarded against or
incurred by the Seller in connection with or paid or agreed to be paid by
the Seller in settlement of any claim for infringement of any patent,
copyright, design, trademark or other industrial or intellectual property
rights of any other Person which results from the Seller's use of the
- 5.6 The Seller reserves the right to make
any changes in the specification of the Goods which are required to
conform with any applicable safety or other statutory requirements or,
where the Goods are to be supplied to the Seller's specification, which do
not materially affect their quality or performance.
- 5.7 In relation to any order by the Buyer
of any generic product from the product range of the Seller and where the
Buyer does not specify in such order any particular type or brand of such
product, then the Seller reserves the right to supply such alternative
product as the Seller acting reasonably sees fit without notice to the
- 6.1 The Seller's employees or agents are
not authorised to make a legally biding representation concerning the
Goods or this Contract and no representations shall bind the Seller unless
the same shall have been specifically authorised by a director of the
- 6.2 In entering into this Contract, the
Buyer acknowledges that it does not rely on and waives any claim for
breach of any representations which are not confirmed in Writing as
provided fro in clause 6.1.
- 6.3 Any advice or recommendation given by
the Seller or its employees or agents to the Buyer or its employees or
agents as to the storage, application or use of the Goods which is not
confirmed in Writing by the Seller is followed or acted upon entirely at
the Buyer's own risk, and accordingly the Seller shall not be liable for
any such advice or recommendation which is not so confirmed.
- 6.4 All illustrations, drawings and general
descriptions accompanying any tender or quotation from the Seller or
contained in the Seller's pricelists, advertisements or other literature
(including but not limited to the Internet) or otherwise provided to the
Buyer are intended for general guidance only and shall not be binding on
the Seller and are only approximate indications of the type, size or
colour of Goods quoted for and sales of such Goods, shall not be reference
thereto. Any typographical, clerical or other error or omission in any
sales literature, tender, quotation, price list, acceptance of offer,
invoice or other document or information issued by the Seller shall be
subject to correction without any liability on the part of the Seller.
7 Carriage and Packaging
- 7.1 Unless expressly stated in Writing by
the Seller all prices quoted are ex works and carriage is not included.
- 7.2 The packaging of the Goods is at the
sole discretion of the Seller who shall have the right to pack the Goods
in such manner and with such materials as it thinks fit.
- 7.3 All costs of carriage, packing and
insurance will be payable by the Buyer. The Seller will however give
credit for returnable cartons and pallets if returned to the Sellers works
carriage paid and in good condition within 3 months of the date of the
Sellers relevant invoice.
8 Price and Payment
- 8.1 All prices shall be exclusive to Value
Added Tax and any other taxes from time to time in force and shall be such
prices as stated by the Seller as provided in clause 8.2.
- 8.2 The price for the Goods shall be such
price as stated by the Seller in the Contract and where no price has been
quoted (or a quoted price is no longer valid), the price listed in the
Sellers published price list current at the date of acceptance of the
- 8.3 All prices quoted are valid for 30 days
only or until earlier acceptance by the Buyer, after which time they may
be altered by the Seller without giving notice to the Buyer.
- 8.4 The Seller reserves the right, by
giving notice to the Buyer at any time before delivery to increase the
price of the Goods to reflect any increase in the cost to the Seller which
is due to any factor beyond the control of the Seller (such as, without
limitation, any foreign exchange fluctuation, currency regulation,
alteration of duties, significant increase in the costs of labour,
materials or other costs of manufacture) any change in delivery dates,
quantities or specifications for the Goods which is requested by the
Buyer, or any delay caused by any instructions of the Buyer or failure of
the Buyer to give the Seller adequate information or instructions.
- 8.5 The Seller reserves the right to impose
such minimum item and invoice charges as notified to the Buyer in Writing
from time to time.
- 9.1 The Seller will invoice the Buyer
immediately upon dispatch of ordered Goods. Save where otherwise indicated
on the invoice in writing the total invoice value must be paid by the
Buyer to the Seller within thirty days of the date of the Sellers invoice
notwithstanding that delivery may not have taken place and property in the
Goods has not passed to the Buyer. Receipt for payment will only be issued
- 9.2 Where the goods are to be collected by
the Buyer or the Buyer wrongfully fails to take delivery of the Goods, the
Seller shall be entitled to Invoice the Buyer for the price at any time
after the Seller has notified the Buyer that the Goods are ready for
collection or (as the case may be) the Seller has tendered delivery of the
- 9.3 If the Buyer fails to make any payment
on the due date then, without prejudice to any other right or remedy
available to the Seller, the Seller shall be entitled to : - 9.3.1 cancel
the Contract and/or suspend any further deliveries to the Buyer; and/or
9.3.2 appropriate any payment made by the Buyer to such of the Goods (or
the Goods supplied under any other contract between the Buyer and the
Seller) as the Seller may think fit (notwithstanding any purported
appropriation by the Buyer); and/or 9.3.3 charge the Buyer interest (both
before and after any judgement) on the amount paid, at the rate of 5% per
annum above Barclays Bank plc base rate from time to time, until payment
in full is made (a part of a month being treated as a full month for the
purpose of calculating interest).
- 10.1If the recovery of any sums outstanding
from the Buyer to the Seller is passed to a debt collection agency, the
Buyer shall pay the Seller's costs incurred on an indemnity basis in
instructing the said debt collection agency and all legal and other costs
- 11.1Save where the Buyer collects the Goods
from the Seller's premises (in which case delivery shall take place at the
Seller's premises) delivery shall take place at the Buyer's premises or
such other actual location of which the Buyer shall have previously
notified the Seller in Writing. In the event that the Buyer wrongfully
fails to take delivery of the Goods for whatever reason the Seller will be
deemed to have tendered delivery of the Goods upon notification to the
Buyer that the Goods are ready for collection at the Sellers premises.
- 11.2The Buyer shall provide at its own
expense such assistance as the Seller considers to be adequate for
unloading Goods at its place of delivery within a reasonable time from the
arrival of the delivery vehicle. In default the Buyer shall be liable to
the Seller for any additional costs of delivery or redelivery thereby
- 11.3The Seller will endeavour to complete
on any delivery dates stipulated, but such dates are only estimated and
the Seller but will not be liable to the Buyer for any loss, damage,
injury, penalty, claim or any other matter of whatsoever nature arising
from any delay in delivery and time for delivery shall not be the essence
of the Contract unless previously agreed by the Seller in Writing. The
Goods (or part thereof) may be delivered by the Seller in advance of the
quoted delivery date upon giving reasonable notice to the Buyer.
- 11.4The Seller shall be entitled to deliver
Goods by instalments. Where the Goods are to be delivered in instalments,
each delivery shall constitute a separate contract and failure by the
Seller to deliver any one or more of the instalments in accordance with
these Conditions or any claim by the Buyer in respect of any one or more
instalments shall not entitle the Buyer to treat the Contract as a whole
- 11.5The Seller reserves the right to
withhold delivery of goods to the Buyer at any time when the Buyer is
exceeding or upon delivery would exceed any credit limit or credit terms
with the Seller either in relation to such Goods or otherwise.
- 11.6A delivery or collection note signed by
or on behalf of the Buyer or of the Buyer's Buyer or the duly authorised
agent of either of them is deemed to be evidence of delivery or collection
of the Goods specified therein.
- 12.1Where the unloading of Goods is for any
reason delayed the Buyer shall indemnify the Seller in respect of any loss
or damage which it may sustain in consequence thereof.
- 13.1If the Buyer fails to take delivery of
all or part of the Goods or fails to give the Seller adequate delivery
instructions at the time stated for delivery (otherwise than by reason of
the Seller's fault) then, without prejudice to any other right or remedy
available to the Seller, the Seller may: -
- 13.1.1 Take back and store the Goods until
actual delivery and levy a restocking charge on the Buyer equivalent to
15% of the value of the Goods in question plus other reasonable costs
incurred by the Seller including but not limited to haulage and insurance
- 13.1.2 Sell the Goods at the best price
readily obtainable and (after deducting all reasonable storage and selling
expenses) account to the Buyer for the excess over the price under the
Contract or charge the Buyer for any shortfall below the price under the
14 Warranties and Liability
- 14.1The Buyer shall upon delivery examine
the Goods and shall promptly (but in any event within two working days of
delivery) notify the Seller in Writing of any apparent damage, defect or
shortage. In the event of non-delivery the Buyer shall notify the Seller
and the carrier of the Goods in question alleged to be
non-delivered within 5 days of the date of despatch of the said Goods as
stated in the Seller's advice note or invoice.
- 14.2In default of the written notification
referred to in clause 14.1 the Seller shall be deemed conclusively to have
properly performed its obligations under the Contract.
- 14.3The Buyer acknowledges that :- 14.3.1
the Seller shall be under no liability in respect of any defect in the
Goods arising whether directly or indirectly from any drawing, design or
specification made, supplied, furnished or specified by the Buyer; 14.3.2
the Seller shall be under no liability in respect of any defect arising
from fair wear and tear, wilful damage, negligence, abnormal working
conditions, failure to follow the Seller's instructions (whether oral or
in Writing), misuse or alteration or repair of the Goods without the
Seller's approval in Writing; 14.3.3 the Seller shall be under no
liability if the total price of the Goods has not been paid by the due
date for repayment.
- 14.4Subject as expressly provided herein
all warranties, conditions or other terms implied by statute or common law
are excluded to the fullest extent permitted by law. This provision shall
also apply to any samples provided by the Seller to the Buyer for any
- 14.5Any claim by the Buyer which is based
on any defect in the quality or condition of the Goods or their failure to
correspond with specification shall (whether or not delivery is refused by
the Buyer) be notified to the Seller within 7 working days from the date
of delivery or (where the defect or failure was not apparent on reasonable
inspection) within a reasonable time after discovery of the defect or
failure. If the delivery is not refused, and the Buyer does not notify the
Seller accordingly, the Buyer shall not be entitled to reject the Goods
and the Seller shall have not liability for such defect or failure, and
the Buyer shall be bound to pay the price as if the Goods had been
delivered in accordance with the Contract.
- 14.6Where any valid claim in respect of any
of the Goods which is based on any defect in the quality or condition of
the Goods or their failure to meet specification is notified to the Seller
in accordance with these Conditions, the Seller will not be liable to the
Buyer for any consequential loss howsoever caused and the Seller shall be
entitled to replace the Goods (or the part in question) free of charge or,
at the Seller's sole discretion, refund to the Buyer the price of the
Goods (or a proportionate part of the price), but the Seller shall have no
further liability to the Buyer. In any event the Seller shall not incur
any liability whatsoever in respect of any defective Goods after a period
of 3 calendar months from the date of delivery of the said Goods.
- 14.7Except in respect of death or personal
injury caused by the Seller's negligence, the Seller shall not be liable
to the Buyer by reason of any representation, or any implied warranty,
condition or other term, or any duty at common law, or under the express
terms of the Contract, for any consequential loss or damage (whether for loss
of profit or otherwise), costs, expenses or other claims for consequential
compensation whatsoever (and whether caused by the negligence of the
Seller, its employees or agents or otherwise) which arise out of or in
connection with the supply of the Goods or their use or resale by the
Buyer, except as expressly provided in these Conditions.
- 14.8The Seller shall not be liable to the
Buyer or be deemed to be in breach of the Contract by reason of any delay
in performing, or any failure to perform, any of the Seller's obligations
in relation to the Goods, if the delay or failure was due to Force
- 14.9The Seller shall not be liable or held
responsible for any damages, costs, charges or expenses awarded against or
any liabilities incurred by the Buyer arising out of any infringement of
any patent belonging to third parties.
- 14.10 In the event of a successful claim by
the Buyer, settlement will be limited to the value fo the Goods
defectively processed and will in no way extend to consequential loss howsoever
- 14.11 All Goods must be stored by the Buyer
in suitable conditions and the Seller will not be liable to the Buyer for
any defects brought about by the Buyer storing the Goods in unsuitable
- 14.12 Goods supplied to the Buyer may not
be returned without the Seller's consent in Writing. The Seller reserves
the right to refuse Goods so returned. If returned Goods are accepted by
the Seller then the provisions of clause 13.1 shall apply.
15 Risk and Property
- 15.1The Buyer acknowledges that before
entering into the Contract for the purchase of the Goods from the Seller,
it has expressly represented and warranted to the Seller that it is not
insolvent and there are no circumstances which would entitle any debenture
holder or secured creditor to appoint a receiver or administrator or
entitle any person to petition for its winding up or exercise any other
right over or against the Buyer or its assets.
- 15.2Notwithstanding delivery and the
passing of risk, legal ownership of the Goods shall not pass from the
Seller to the Buyer until the Seller has received payment in full of the
price for the Goods. Furthermore, title in the Goods shall remain vested
in the Seller and shall not pass to the Buyer unless and until the full
price of any other delivered goods the subject of any other business
transaction between the Buyer and the Seller has been paid in full either
by way of cash or cleared funds.
- 15.3Risk of damage to or loss of the Goods
shall pass to the Buyer:- 15.3.1 in the case of Goods to be delivered at
the Seller's premises, at the time when the Seller notifies the Buyer that
the Goods are available for collection, or 15.3.2 in the case of Goods to
be delivered otherwise than at the Seller's premises, at the time of
delivery or, if the Buyer wrongfully fails to take delivery of the Goods,
the time when the Seller has deemed to have tendered delivery of the
- 15.4Until such time as the ownership in the
Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's
fiduciary agent and bailee, and shall keep the Goods properly protected
and insured and identified as the Seller's property.
- 15.5Until such time as the legal ownership
in the Goods passes to the Buyer, the Seller may at any time enter upon
any of the Buyer's premises or any other premises where the Goods are held
(as the case may be) and remove the Goods there from and the Buyer permits
the Seller access to the said premises to do so. The Buyer shall indemnify
the Seller on a full indemnity basis against all loss, damage, costs or
expenses so arising including in particular, without limitation, loss,
damage, costs or expenses in respect of third party claims.
- 15.6The Buyer shall not be entitled to
pledge or in any way charge by way of security for any indebtedness any of
the Goods which remain the property of the Seller, but if the Buyer does
so all moneys owing by the Buyer to the Seller shall (without prejudice to
any other right or remedy of the Seller) forthwith become due and payable.
- 15.7The Buyer may attach or fix the Goods
to other property belonging to the Buyer or other third parties, but
provided that the Goods may be removed without causing damage (other than
superficial damage) to the property of the Buyer or such third party such
attaching or fixing shall not affect the ownership of the Goods.
- 15.8In the event that the price for the
Goods is not paid by the due date the Seller shall at its absolute
discretion be at liberty either to recover the Goods or maintain an action
for the price of the Goods and/or damages.
- 15.9No provision of these Conditions shall
prejudice the Seller's rights to exercise any alternate remedies
whatsoever in default of payment by the Buyer or any other breach of
- 15.10 Each of the preceding clauses shall
be construed and take effect separately and in the even t of one or more
such clauses being held ineffective this shall not affect the validity of
the remaining clauses.
16 Consignment Stock
- 16.1Where Goods are supplied to the Buyer
as consignment stock the Buyer: - 16.1.1 will store the Goods separate and
in such a way to make them readily identifiable as consignment stock
belonging to the Seller; 16.1.2 will deliver up the Goods to the Seller on
demand; 16.1.3 will take good care of the Goods and be responsible for all
losses however suffered; 16.1.4 will insure the Goods with a reputable
company against damage by fire or other insurable risks and loss by theft
or otherwise and produce written particulars of such insurance upon
request; and 16.1.5 will make the Goods available for inspection at any
time by the Sellers representatives.
- 17.1Save as herein appears the Buyer shall
have no right to cancel the whole or any part of the Contract and if
notwithstanding this clause, the Buyer shall purport to cancel the whole
or any part of the Contract, the Seller may, by notice in Writing to the
Buyer, elect to treat the Contract as repudiated and the Buyer shall
thereupon be liable to pay to the Seller by way of liquidated damages a sum
equal to all the expenses incurred by the Seller in connection with the
Contract including, in particular without limitation, an appropriate
amount in respect of administrative overheads, costs and losses of profit.
- 17.2The Seller's reasonable estimate of the
expenses incurred by it on repudiation by the Buyer as referred to in
clause 17.1 shall be final and binding on the parties.
- 17.3If the Seller for whatever cause is
unable to make delivery of the Goods on the delivery date set out in the
Contract or if the Seller is unable to perform any of its other
obligations under the Contract, the Seller may, by notice in Writing to
the Buyer, terminate the Contract or suspend the Contract without
liability for any loss or damage thereby incurred by the Buyer.
- 17.4In addition to the right to cancel any
uncompleted order or to suspend delivery thereof, pursuant to clause 5.2,
the Seller shall have a similar right of cancellation of any uncompleted
order or to suspend delivery in respect of any orders where the delivery
of such Goods would result in the amount of monies outstanding to the
Seller from the Buyer for those Goods and for any other Goods supplied by
the Seller, would exceed the Seller's credit limit or credit terms agreed
with the Buyer, as provided by the Seller's insurers.
18 Insolvency of Buyer
- 18.1This clause applies if: - 18.1.1 the
Buyer makes any voluntary arrangement with its creditors or becomes
subject to an administration order or (being an individual or firm)
becomes bankrupt or (being a company) goes into liquidation (otherwise
than for the purposes of amalgamation or reconstruction); or 18.1.2 an
encumbrancer takes possession, or a receiver or administrator is
appointed, of any of the property or assets of the Buyer; or 18.1.3 the
Buyer ceases, or threatens to cease, to carry on business; or 18.1.4 the
Seller reasonably apprehends that any of the events mentioned above is
about to occur in relation to the Buyer and notifies the Buyer
- 18.2If this clause applies then, without
prejudice to any other right or remedy available to the Seller, the Seller
shall be entitled to cancel the Contract or suspend any further deliveries
under the contract without any liability to the Buyer, and if the Goods
have been delivered but not paid for the price shall become immediately
due and payable notwithstanding any previous agreement or arrangement to
19 Samples and Displays
- 19.1The Buyer shall be responsible to pay
to the Seller for the cost of any samples and/or displays supplied by the
Seller to the Buyer.
20 Force Majeure
- 20.1Insofar as the performance of the
Contract by the Seller may be affected by Force Majeure or for any other
cause or reason of whatsoever nature beyond the Seller's control (which
shall be construed without the elusdem generic rule) the Seller may elect
at its absolute discretion either:
- 20.1.1 To terminate the Contract;
- 20.1.2 To proceed to perform or continue
performance under the Contract within a reasonable time after the
termination of such events or circumstances and with such reasonable
variation as the circumstances shall prevail.
- 21.1The Seller shall be under no liability
whatsoever in respect of any advice it has given or views it has expressed
whether or not such advice is given or such views expressed at the Buyer's
- 21.2Any suggestions or recommendations by
the Seller for any Person to act as an installer of the goods are made in
good faith but without any responsibility on the part of the Seller. No
such installer shall be regarded as an agent for the Seller for any
- 22.1It shall be the responsibility of the
Buyer (and not of the Seller) to obtain all consents necessary for the
installation and storage of any Goods and to satisfy itself that the
installation and storage of such Goods in accordance with the provision of
any relevant by-laws, regulations or statutes.
- 23.1Should any of these Conditions be found
by a court or other competent authority to be void or unenforceable such
provision shall be deemed to be deleted from these Conditions and the
remaining Conditions shall continue in full force and effect.
- 24.1The Seller may perform any of its
obligations or exercise any of its rights hereunder by itself or through
any other member of its group (if any), provided that any act or omission
of any such other member shall be deemed to be the act or omission of the
- 25.1No warranty is given by the Seller that
the use of the Goods for any purpose does not infringe any patent,
copyright or other similar intellectual property right.
- 26.1Save as hereinbefore otherwise provided,
any notice required or permitted to be given by the Buyer under these
Conditions shall be in Writing, addressed to the Seller at its trading
address shown on the Contract. Any notice required or permitted to be
given by the Seller to the Buyer under these Conditions shall be in
Writing, addressed to the Buyer at the address shown for the Buyer herein.
- 27.1To the extent of any conflict between
these Conditions and any terms and conditions of the Buyer either on the
Buyer's order form or otherwise, the Conditions herein contained shall
take precedence. The Seller shall not be bound by the Buyer's terms and
conditions or any of them unless expressly agreed to in Writing by a
Director of the Seller after the date of these Conditions.
28 Contracts (Rights of Third
Parties) Act 1999
- 28.1Except where expressly provided in the
Contract a person who is not a party to the Contract has no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of
the contract, but this does not affect the right or remedy of a third
party which exists or is available apart from this Act.
29 Proper Law
- 29.1These conditions and the Contract shall
be construed according to the English Law and the parties hereto hereby
submit to the exclusive jurisdiction of the Courts of England and Wales.