Terms & Conditions of Sale
1. These terms
1.1 What these terms cover. These are the terms and conditions on which we supply products (including samples) to you. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products (including samples) to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
1.2 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if you are an individual and are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
Provisions specific to consumers only are in green.
1.3 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
2. Information about us and how to contact us
2.1 Who we are. We are Re-worked Limited trading as Smile Plastics a company registered in England and Wales. Our company registration number is 07415382 and our registered office is at RMG, Kingsway, Swansea West Industrial Park, Swansea, Wales, SA5 4DL. Our registered VAT number is GB993382379.
2.2 How to contact us. You can contact us by telephoning our customer service team at +44 (0)1792 381 370 or by writing to us at email@example.com. When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
3.1 How we will accept your order. Our acceptance of your order for a product (including samples) will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3 We are UK based. Our website is solely for the promotion of our products in the UK. We do not promote our website outside the UK, but we are able to take orders from customers outside the UK. Where we do sell to customers outside the UK, you should be aware that there may be additional costs on products sold by us to you, depending on the country of receipt of the products and whether you are a business or consumer.
4. Our products
4.1 Our products are all unique. Products may vary from their pictures and from samples, and products may vary within and between batches. The images of the products on our website are for illustrative purposes only and do not form part of this contract. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product will vary from those images and any samples, and products will vary within and between batches. As explained on our product pages and in the sales process, each product is hand-made and unique, and variations between samples and products within and between batches are due to the fact that our products are recycled from varying types and colours of plastic matter. There may be small imperfections in the surface or substance of the product which are outside of our control (for example dents or air pockets), because our goods are made from waste plastic. Although we have made every effort to be as accurate as possible, because our products are made from varying quantities and qualities of recycled plastic, all sizes, weights, capacities, dimensions and measurements indicated on our website are indicative only and there will be a small degree of tolerance.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
4.3 Making sure your measurements are accurate. If we are making the product to measurements you have given us you are responsible for ensuring that these measurements are correct.
4.4 Making sure the products are suitable for you. These are raw decorative products that you, ultimately, determine how to use. Except where we state on our website the purpose for which the product is fit, you are responsible for the products you order being suitable for your needs and no terms may be implied herein as to the suitability of the products for any particular purpose. You must ensure the products are fit for any required purpose before using them and you take all responsibility for making sure the product supplied confirms to applicable regulations and building control standards. You confirm that you have read and understood the product handling instructions and data sheets.
4.5 Ownership of any intellectual property rights in the products. We are the owner of all intellectual property rights in our website (and in the material published on it) and our samples and products (including those which are custom-made for you in accordance with your instructions or specifications). By intellectual property rights we mean any patent, copyright, trademark, trade name, service mark, registered design, design right (registered or unregistered), know-how and/or trade secret, any similar rights protected in any jurisdiction, whether now existing or in the future). The website, material on the website and our samples and products are protected by trademark registrations, copyright laws and treaties around the world. All such rights are reserved. If products you order are to be manufactured in accordance with a specification supplied by you, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of your specification. This clause shall survive termination of the contract.
5. Your rights to make changes
If you wish to make a change to the product you have ordered please contact us. If we have started making your product then changes are often not possible. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6. Our rights to make changes
6.1 Minor changes to the products. We may change the product:
- (a) to reflect changes in relevant laws and regulatory requirements (for example in relation to the recycling of plastics); and
- (b) to implement minor technical adjustments and improvements, where such changes will not affect your use of the product.
7. Providing the products
7.1 Delivery costs. The costs of delivery (postage/shipping) will be as displayed to you on our website or set out in our communications to you prior to confirming your order We deliver products “Delivery at Place”. This means that you are responsible for unloading the product upon delivery, for customs clearance (and duties/taxes). For small items ordered from us by consumers, where we have indicated that the price includes all duties and taxes we will deliver these to you “Delivery Duty Paid”.
7.2 When we will provide the products. During the order process we will let you know when we will provide the products to you, where products are bespoke and made to order (which will be the majority of cases). For other products shown on our website, which are not bespoke or made to order, then we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.4 If you are not at the delivery address when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
7.5 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and will charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.
7.6 If the products are damaged during delivery or not delivered. You must carefully examine all products on arrival before accepting and signing for receipt of the goods. In the event of any damage to the products while in transit, you should notify us and the carrier upon receipt and provide photographic evidence of the damaged packaging and product within 48 hours of delivery. In the event of non-delivery, you must notify us within 7 days of the due delivery date. In the event of a failure to comply with the above requirements, if you are a business, we will not be liable for any claims in respect of damage in transit, or non-delivery.
7.7 When you become responsible for the goods. A product will be your responsibility from the time we deliver the product to the address you gave us, for you to unload, or you or a carrier organised by you collect it from us.
7.8 When you own goods. You own a product only once we have received payment in full for that product.
7.9 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated in the description of the products on our website. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.10 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
- (a) deal with technical problems or make minor technical changes;
- (b) update the product to reflect changes in relevant laws and regulatory requirements;
- (c) make changes to the product as requested by you or notified by us to you (see clause 6).
7.11 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, where the suspension is more than 60 days (in the case of custom-made products) or 30 days (in the case of non-custom made goods) and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract (less any costs that we have incurred prior to the suspension, if you are a business).
7.12 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 14.4) and you still do not make payment within 5 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you legitimately dispute the unpaid invoice (see clause 14.7). As well as suspending the products we can also charge you interest on your overdue payments (see clause 14.6).
8. Your rights to end the contract
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
- (a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or to get some or all of your money back), see clause 12 if you are a consumer and clause 13 if you are a business. We refer you to clause 4.1 and remind you that all our products are unique, and may vary from samples, and within and between batches;
- (b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
- (c) If you are a consumer and have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions in certain circumstances, and you will have to pay the costs of return of any goods;
- (d) In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 8.7.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:
- (a) we have told you about an upcoming change to these terms which you do not agree to;
- (b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
- (c) there is a risk that supply of the products may be significantly delayed because of events outside our control;
- (d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, for a period of more than 60 days (in the case of custom-made products) or 30 days (in the case of non-custom made goods); or
- (e) you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of any product which was a bespoke product made to your specifications (since we cannot sell this elsewhere), or products which show signs of use/wear and tear caused by you. We will confirm to you at the time of order whether your product is bespoke and made to your specifications, so you are aware where you do not have the right to change your mind.
8.5 How long do consumers have to change their minds? If you are a consumer, you have until 14 days after the date of delivery (subject to clause 8.4).
8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind, you can still end the contract before it is completed, but you will have to pay us compensation. A contract for goods is completed when the product is delivered and paid for. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we will deduct from that refund (or, if you have not made an advance payment,) charge you reasonable compensation for the net costs we will incur as a result of your ending the contract (which include a 15 per cent admin fee for handling the return in these circumstances). Please note that in the case of custom-made products, it is unlikely we will be in a position to give any refund where you cancel the contract in accordance with this clause, and the full price will still be payable.
9. How to end the contract with us (including if you are a consumer who has changed their mind)
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by emailing us at firstname.lastname@example.org, providing your name, address, details of the order and phone number and email address.
9.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us using the same delivery method that we used to deliver them. If you are a consumer exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
9.3 When we will pay the costs of return. We will pay the costs of return:
- (a) if the products are faulty or misdescribed (we draw your attention to clause 4.1 and remind you that all our products are unique, and may vary from samples, and within and between batches); or
- (b) if you are ending the contract because we have told you of an upcoming change to these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return.
9.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
9.5 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
9.6 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:
- (a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would mean we cannot resell them at full price. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
- (b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
9.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind, your refund will be made within 14 days from the day on which we receive the product back from you, or the day on which you provide us with evidence that you have sent the product back to us. See clause 9.2 for how to return a product to us.
10. Our rights to end the contract
10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
- (a) you do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you that payment is due;
- (b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or
- (c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us.
10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract (which may mean in some situations there will be no refund at all).
11. If there is a problem with the product
How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at +44 (0)1792 850 020 or write to us at email@example.com.
12. Your rights in respect of defective products if you are a consumer
12.1 If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.citizensadvice.org.uk or call 03454 04 05 06.
The Consumer Rights Act 2015 says goods must:
- a) be as described on our website (however we refer you to clause 4.1);
- b) be fit for purpose. You acknowledge the contents of the product handling sheets and that, in the case of goods that are raw building materials, we have very little control in the way you intend to use the goods, unless you have notified us in writing of such specific purpose and we have expressly stated in writing our goods are fit for that specific purpose;
- c) be of satisfactory quality (except where we have specifically brought a flaw to your attention before the contract is made – we refer you to clause 4.1); and
- d) match any sample (except that where we have specifically brought a difference to your attention before the contract is made – we refer you to clause 4.1)
See also clause 8.3.
12.2 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must return them to us using the same method of delivery. Please email us at firstname.lastname@example.org for a return label.
13. Your rights in respect of defective products if you are a business
13.1 If you are a business customer, we only give a warranty on delivery, since our products are raw materials which you determine how to use and modify. We warrant that on delivery, any products which are goods shall:
- (a) conform in all material respects with their description on our website, on a quote signed by us, and in these terms (your attention is drawn to clause 4.1);
- (b) be fit for a purpose that you have make known to us in writing and we have confirmed in writing (you acknowledge the contents of the product handling sheets); and
- (c) be of satisfactory quality (except where we have specifically brought a flaw to your attention before the contract is made – we refer you to clause 4.1).
13.2 Subject to clause 13.3, if:
- (a) you give us notice in writing within a reasonable time of delivery (being no more than 2 days) that a product does not comply with the warranty set out in clause 13.1;
- (b) we are given a reasonable opportunity of examining such product; and
- (c) you return such product to us,
we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
13.3 We will not be liable for a product’s failure to comply with the warranty in clause 13.1 if:
- (a) you make any further use of such product after giving a notice in accordance with clause 13.2(a);
- (b) the defect arises because you failed to follow our oral or written instructions (including those set out in our product handling sheet) as to the storage, installation, commissioning, use or maintenance of the product and good trade practice;
- (c) the defect arises as a result of us following any drawing, design or specification supplied by you
- (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
13.4 Except as provided in this clause 13, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in clause 13.1. All other warranties are hereby excluded to the maximum extent permitted by law.
13.5 These terms shall apply to any repaired or replacement products supplied by us under clause 13.2.
14. Price and payment
14.1 Where to find the price for the product. The price of the product (and whether or not it includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 14.3 for what happens if we discover an error in the price of the product you order.
14.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
14.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
14.4 When you must pay and how you must pay. We accept payment by bank transfer and by credit and debit cards - for online orders only. From time to time we may offer other payment methods, which may be subject to further terms and conditions as notified to you on checkout. You must pay for the products before we dispatch them.
14.5 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
14.7 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
14.8 Other costs which may be payable on your order. If you are based outside the UK (for example in the EU), then there may be further costs to pay upon delivery of your product (for example customs fees and the equivalent of VAT in the country of delivery). You are responsible for paying these additional costs and should check these costs prior to ordering with us.
15. Our responsibility for loss or damage suffered by you if you are a consumer
15.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
15.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at clause 12.1; and for defective products under the Consumer Protection Act 1987.
15.3 When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.
15.4 We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 16.
16. Our responsibility for loss or damage suffered by you if you are a business
16.1 Nothing in these terms shall limit or exclude our liability for:
- (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- (b) fraud or fraudulent misrepresentation;
- (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1987; or
- (d) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
16.2 Except to the extent expressly stated in clause 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
16.3 Subject to clause 16.1:
- (a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
- (b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the amount of the total sums paid by you for products under such contract.
17. How we may use your personal information
18. Other important terms
18.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
18.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. However, if you are a consumer you may transfer your rights under this contract to a person who has acquired the product. We may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant.
18.3 Nobody else has any rights under this contract (except someone you pass your rights on to under clause 18.2). This contract is between you and us. No other person shall have any rights to enforce any of its terms.
18.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
18.6 If you are a business customer, we may name you as a client. You agree that we may publish your organisation’s name and logo stating that you are a customer of our products, both in our customer lists and on our website (in accordance with your brand guidelines).
18.7 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by the laws of England and Wales and you can bring legal proceedings in respect of the products in the English and Welsh courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
18.8 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.