General Conditions of Sale
These Terms will apply to any contract between us for the sale of Products to you on our Website (“Contract”) to the exclusion of all other documents. Please read these Terms carefully and make sure that you understand them, before ordering any Products from our Website. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our Website.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these General Conditions of Sale from time to time as set out in Clause 8. Every time you wish to order Products from LA ROCHE-POSAY, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms and any Contract between us are only in the English language.
The purpose of the Website is for LA ROCHE-POSAY to offer Products for sale to visitors of the Website (hereinafter “you” or “your”).
Products are intended for your personal use, in no direct relation to your professional activity. In this respect, you should note that your order must not exceed a total of £1,000 (one thousand pounds). Moreover, you may only order a maximum of five (5) Products with the same reference during a single sale and over a period of one (1) month. If your order exceeds the aforementioned amount and/or number, the order shall be deemed invalid.
All orders for Products offered on the Website imply the consultation and express acceptance of these General Conditions of Sale, without said acceptance being contingent on you providing a hand-written signature. In accordance with the provisions of Regulations 9 and 11 of The Electronic Commerce (EC Directive) Regulations 2002 which govern the formation of electronic contracts in the United Kingdom, the recording and validation of the order form, as specified in Clause 6 (“Placing an Order”) below, constitutes the placing of an order between us for the purchase of the ordered Products.
1. INFORMATION ABOUT US
1.1 The Website is an e-commerce website that is accessible via the internet at www.laroche-posay.co.uk. It is produced by L'Oréal (UK) Limited acting through its trading division LA ROCHE-POSAY (UK) (“LA ROCHE-POSAY”, “we”, “us” or “our”), a company incorporated in England and Wales with registered company number 271555 whose registered office is at 255 Hammersmith Road, London W6 8AZ. Our main trading address is 255 Hammersmith Road, London W6 8AZ. Our VAT number is GB 438506540.
1.2. Contacting us:
a) If you wish to contact us for information or general queries relating to our products or brands or because you have any feedback or complaints, please contact our Customer Care Department by telephone on 0800 055 6822, or by email at firstname.lastname@example.org or by post at LA ROCHE-POSAY Customer Care Department, 255 Hammersmith Road, London W6 8AZ.
b) If you wish to contact us for queries relating to placing an order, making purchases through our Website or deliveries, please contact our Customer Care Department by telephone on 0800 055 6822 or by email at email@example.com.
c) If you are emailing us or writing to us please quote your order number (if applicable) to help us identify your order.
d) If we have to contact you or give you notice in writing, we will do so by email or pre-paid post to the email/postal address you provide to us at the time of placing your order.
2. USE OF OUR WEBSITE
2.1. Your use of our Website is governed by our Website Terms and Conditions. Please take time to read these as they include important terms which apply to you.
2.2. You may only purchase Products from our Website if you are at least 18 years old.
3. AREAS OF DELIVERY
3.1. Products ordered by you on our Website shall be exclusively delivered in the United Kingdom and the Isle of Man. Only orders with an invoicing and delivery address located in the United Kingdom or Isle of Man will be processed.
3.2. The orders for which a P.O box delivery address has been chosen cannot be processed.
3.3. These General Conditions of Sale determine all the steps required to place an order, as described in Paragraph 4 "Order Terms and Conditions" and ensure the follow-up of said order between the parties.
4. OUR PRODUCTS
4.1. The Products LA ROCHE-POSAY offers for sale are those listed on the Website, on the date you consult the Website, within the limit of available stock and subject to these Terms. All Products should be kept out of the reach of children (individuals under 16 years of age).
4.2. The images of the Products on our Website are for illustrative purposes only. The images that illustrate the Products do not fall within the scope of the Contract and LA ROCHE-POSAY’s liability may not be incurred in connection with any such error. Products purchased may vary slightly from images on our Website.
4.3. The packaging of the Products may vary from that shown on images on our Website.
4.4. Product Availability:
When placing your order, the majority of the Products presented on the LA ROCHE-POSAY website may be bought online. The Products that cannot be bought online are available through LA ROCHE-POSAY approved distributors. In order to find the nearest distributor to you, please visit the online store locator.
Products are offered subject to availability. If a Product is not available, you shall be informed thereof as soon as possible. Such information may be provided to you:
a) at the time of placing your order. If a Product that can be bought online is unavailable it will state that the desired Product is out of stock; or
b) following the validation of your order. If a Product becomes unavailable prior to delivery, you will be contacted via email.
4.5. If we are unable to supply you with a Product, for example, because that Product is not in stock or no longer available or because of an error on our Website, we will inform you of this by email and you can decide how you wish to proceed with your order or let us know if you wish to cancel your order.
4.6. If you have already paid for the Products, LA ROCHE-POSAY will take the necessary steps with Adyen or PayPal (as applicable), LA ROCHE-POSAY’s designated payment partners, to deduct the price(s) of the Product(s) that is/are unavailable from the amount debited from your bank account as soon as possible. If none of the items ordered are available we will also refund any delivery costs charged as soon as possible.
4.7. No substitute product will be sent to replace the unavailable product.
4.8. LA ROCHE-POSAY may not be held liable if Products are out of stock or unavailable.
4.9. Retention of title and risk:
a) Product(s) ordered shall remain the property of LA ROCHE-POSAY until full receipt of the purchase price and all applicable delivery charges by LA ROCHE-POSAY. If Products have been delivered to you and there is a payment incident or in the event of incomplete or partial payment, you undertake, at your cost, to return the Products to us at our first request.
b) On the date of delivery, the risks (in particular of theft or damage) concerning the Products are transferred to you.
Any samples offered are subject to availability. Any samples provided by LA ROCHE-POSAY for you to try are for your personal use only.
5. PRICES AND PAYMENT
5.1. The prices of the Products are given in pounds sterling. We use our best efforts to ensure that the prices of Products are correct at the time of completing an order. However, please see Clause 5.7 for what happens if we discover an error in the price of the Product(s) you ordered.
5.2. The price of a Product includes VAT at the applicable rate chargeable in the UK on the date of the order. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
5.3. In the event that you are using a valid promotional code provided by LA ROCHE-POSAY, this cannot be used in conjunction with another offer or promotion.
5.4. The price invoiced to you is the price stated on the Dispatch Confirmation (as defined below) sent via email by LA ROCHE-POSAY.
5.5. The prices given do not include the delivery costs, which will be invoiced in addition and specified to you before the order is confirmed and when the order is definitively validated.
5.6. You accept LA ROCHE-POSAY’s right to modify its prices at any time, however the Products will be invoiced on the basis of the tariffs in force when the order is recorded, subject to the availability of such Products. The tariff in force is that stated on the Website, unless there is a typographical error.
5.7. Our Website contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our Website may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing at the postal address provided during the order process.
Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect price.
All payments must be made immediately over the internet. Unless the server is unavailable, you may pay with a credit or debit card. MasterCard, Visa and Maestro cards are accepted.
You will need to enter:
• the card number;
• the expiry date;
• the name of cardholder; and
• the 3-digit safety code on the back of the card (MasterCard and Visa only).
Banking transactions will be carried out in a secure manner by Adyen or PayPal, LA ROCHE-POSAY’s designated payment partners.
LA ROCHE-POSAY reserves the right to refuse all orders or deliveries if the limits stated in the Introduction above are exceeded, if there is an existing dispute with you, in the event of total or partial failure by you to pay for that order or a previous order or if credit/debit card payment authorisation is refused by the banking organisations.
As part of the fight against online fraud, information concerning orders will be checked by Adyen and PayPal.
6. PLACING AN ORDER
6.1. You may freely consult the various pages of the Website, with no commitment to order.
6.2. If you wish to place an order, you need to choose the various Products that are of interest, and confirm said interest by clicking on the "Add to Bag" button.
You may at any time:
• obtain a summary of the Products you have selected or modify your order, by clicking on the button "My Bag", which is accessible on the top right of each page;
• continue to select Products by clicking on "Continue Shopping"; and
• complete your selection of Products and order them by clicking on "Checkout".
You then have to identify yourself in the ‘Billing and Delivery’ stage:
• either by entering your email address and password, if you are a registered user on the Website; or
• by proceeding to the checkout page as a guest where you will be requested to provide your email address and delivery and billing information.
If you opt to become a registered user, you accept that entering a user name, as requested, constitutes proof of your identity and evidences your consent to become a registered user of the Website.
Once you have identified yourself in the ‘Secure Payment’ stage, before clicking ‘Pay Now’, an order summary appears on screen, which summarises: the names, quantities and prices of the Products selected by you, the applicable delivery costs, the order total, payment arrangements, your details, the delivery address for the Products, the billing address, contact details of the LA ROCHE-POSAY Customer Care Department and a link to information about your consumer rights to cancel and return your order at any stage.
6.3. Definitive validation of orders:
At the ‘Secure Payment’ stage you should verify that your shipping address and your billing address are correct. You are then requested to enter your credit/debit card details.
Once you have clicked “Pay Now” your order is validated and you will be bound by the order and acknowledge that the placing of the order implies an obligation from you to pay. This is subject to your consumer rights to cancel your order at any stage.
7. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
7.1. Our shopping pages will guide you through the steps you need to take to place an order. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each stage of the order process.
7.2. Once you have entered your details for payment and validated your order, an order acknowledgement page is displayed bearing an order number. This is also sent to you as an order acknowledgement email that summarises: the names, quantities and prices of the Products selected by you, the applicable delivery costs, the order total, your details, the delivery address for the Products, the billing address, contact details of LA ROCHE-POSAY Customer Services and information about your consumer rights to cancel and return your order at any stage (“Order Acknowledgement”). Please note that this does not mean the order has been accepted. LA ROCHE-POSAY’s acceptance of your order will take place as described below.
7.3. We will confirm our acceptance to you of your order, and the Contract is formed between us, by sending you an email that confirms that the Products have been shipped (“Dispatch Confirmation”). The Contract between us is formed on the date of the Dispatch Confirmation email. Dispatch Confirmation sets out all the components of the Contract formed between us, including the names, quantities and prices of the Products selected by you, the applicable delivery costs, the order total, your details, the delivery address for the Products, the billing address, contact details of our LA ROCHE-POSAY Customer Care Department, information about your consumer rights to cancel and return your order at any stage, a link to these General Conditions of Sale. You are advised also to keep a copy (electronic or printed) of the information concerning your order.
7.4. The data recorded by the Website constitutes proof of all the transactions concluded between LA ROCHE-POSAY and you. In the event of a dispute between LA ROCHE-POSAY and you on a transaction carried out on the Website, the data recorded by LA ROCHE-POSAY shall be deemed irrefutable proof of the contents of the transaction.
8. OUR RIGHT TO VARY THESE TERMS
8.1. LA ROCHE-POSAY may update these General Conditions of Sale from time to time. Every time you wish to order Products from LA ROCHE-POSAY, please check these Terms to ensure you understand the terms which will apply at the time of your order and which will apply to the Contract between us.
8.2. We may revise these Terms as they apply to your order from time to time to reflect the following circumstances:
a) changes in relevant laws and regulatory requirements; and/or
b) changes in our business practices.
8.3. If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all of the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return any relevant Products you have already received and we will arrange a full refund of the price you paid for the relevant Product(s), the delivery charges and the cost of returning the Product(s) to us subject to Clause 10.
9.1 Orders are prepared by the logistics centre located at L’Oréal (UK) Limited, Unit 2, Fraser Place, Trafford Park, Manchester, M17 1ED, United Kingdom and then dispatched by the carrier nominated by LA ROCHE-POSAY (DPD). The estimated delivery time will be included in the Order Acknowledgement and Dispatch Confirmation sent to you. The estimated delivery times set out in the table below are from the date on which you place your order with us. Please note that the delivery time quoted is an estimate only.
Delivery Option*** Estimated Delivery Time
Standard Delivery 3-5 working days*
* If order is placed before 11am on a working day. If order is placed after 11am or on any non-working day then estimated delivery will be on the second working day.
*** Delivery costs will be displayed on the checkout page of the Website.
† Please note that for delivery to Northern Ireland, Scottish Highlands, islands, Aberdeen and other rural areas an extra working day needs to be taken into account of for these delivery options.
9.2. The Products ordered by you will be delivered to the delivery address stated by you when completing your order on our Website and you will need to sign for the delivery (regardless of the Delivery Method selected). You undertake to supply the exact delivery address when placing your order for the Products, which can be different to the billing address you provide.
9.3. If no one is available at your address to take delivery, we will leave you a note to advise that the Products have either been left with a neighbour who has signed for the delivery or to advise that the Products have been returned to our premises. In the latter case, to rearrange delivery please contact our LA ROCHE-POSAY Customer Care Department by email at firstname.lastname@example.org or by telephone on 0800 055 6822 (Monday to Friday 9am to 5pm).
9.4. Delivery of an order shall be completed when we deliver the Products to the address you give to us when completing your order on our Website and the Products will be your responsibility from that time.
9.5. You own the Products once we have received payment in full, including all applicable delivery charges.
9.6. Delivery problems:
LA ROCHE-POSAY will not be liable or responsible if your delivery is affected by an Event Outside Our Control (see Clause 13) including in the event of overly long delivery time caused by the transportation services, and in the event of the loss of the Products ordered. If a delivery is late, you must inform our LA ROCHE-POSAY Customer Care Department as soon as possible, by email sent to email@example.com or by telephone on 0800 055 6822 (Monday to Friday 9am to 5pm). LA ROCHE-POSAY shall then contact its chosen carrier in order to initiate an enquiry. Enquiries may take some time.
Orders should in any event be delivered at the latest thirty (30) days after the date on which you receive a Dispatch Confirmation email from us.
9.7. Upon receipt of the Products ordered, you must check that the Products are as per your order completed on our Website. Any delivery anomalies (missing or broken Products, parcel damaged, etc.) must be noted by you on the delivery note including the returns form presented to you when the parcel is delivered and must imperatively be notified to our LA ROCHE-POSAY Customer Care Department, by email sent to firstname.lastname@example.org or by telephone on 0800 055 6822 (Monday to Friday 9am to 5pm) specifying which product does not match the order.
9.8. If we miss the Estimated Delivery Time for any Product(s) then you may cancel your order immediately if any of the following apply:
a) we have refused to deliver the Product(s); or
b) delivery within the Estimated Delivery Time was essential (taking into account all the relevant circumstances) and you specifically communicated this to us before we accepted your order.
9.9. If we miss the Estimated Delivery Time for any Products and you do not wish to cancel your order immediately, or do not have the right to do so under Clause 9.8, you can give us a new time for delivery, which must be reasonable, and you can cancel your order if we do not meet the new time.
9.10. If you do choose to cancel your order for late delivery under Clause 9.8 or 9.9, you can do so for just some of the Products or all of them, unless splitting them up would significantly reduce their value. If the Products have been delivered to you, you will have to return them to us, and we will pay the reasonable costs of this subject to inclusion of an applicable returns delivery receipt. After you cancel your order we will refund any sums you have paid to us for the cancelled Products and their delivery.
9.11. Last orders for Christmas:
Ordering for Christmas? Please see our Website for last order dates for delivery before 25th December.
10. YOUR CONSUMER RIGHT OF CANCELLATION, RETURN AND REFUND
10.1. If you are a consumer, you have a legal right to:
a) withdraw from the Contract at any time before the Contract is entered into (i.e. the period from when an order is placed until the Dispatch Confirmation email is sent); or
b) cancel a Contract at any time from when the Contract is entered into (i.e. from the date the Dispatch Confirmation email is sent) until 14 days after the day on which you receive the Product(s).
For example: if we provide you with a Dispatch Confirmation email on 1 January and you receive the Product on 10 January you may cancel at any time between 1 January and the end of the day on 24 January.
10.2. This means that during the relevant periods at 10.1 a) or b) above if you change your mind or decide for any other reason that you do not want to receive or keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your Citizen’s Advice Bureau or Trading Standards Office.
10.3. However this cancellation right does not apply in the case of a Contract for the supply of sealed goods which are not suitable for return due to health protection and hygiene reasons, if they become unsealed after delivery. Certain Products are cellophane wrapped and/or contain a seal to be removed before use and fall within the category of ‘sealed goods’.
10.4. To cancel a Contract, you need to let us know that you have decided to cancel. We will email you to confirm we have received your cancellation.
a) The easiest way to do this is to complete the Order Cancellation form on our Website.
b) You can also download a PDF version of the cancellation form which can be printed, completed, scanned and emailed to us at email@example.com or posted to us at:
LA ROCHE-POSAY Customer Care Department
L’Oreal UK Ltd
255 Hammersmith Road
London W6 8AZ
c) You may also contact our LA ROCHE-POSAY Customer Care Department by telephone on 0800 055 6822 (Monday to Friday 9am to 5pm).
If you contact us please quote your order number to help us identify your order. If you send us your cancellation form by email or post, then your cancellation form is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your cancellation form into the last post on the last date of the cancellation period or email us before midnight on that day.
10.5. If you cancel your Contract you will need to pay the cost of returning the Product(s) to us and do this as soon as possible and, in any event, no later than 14 days after the date you communicated the cancellation of the Contract. LA ROCHE-POSAY does not accept returns with delivery charges due.
a) You must send Product(s) back with the Product Return and Refund Form received with your order to:
LA ROCHE-POSAY Customer Care Department
L’Oreal UK Ltd
255 Hammersmith Road
London W6 8AZ
b) You shall assume all reasonable risks linked to the return of Product(s) and take reasonable care thereof whilst in your possession. If you fail to return any Product the direct cost of recovery of that Product by LA ROCHE-POSAY shall be borne by you.
c) If you return all of the Product(s) you have ordered you should also return any free samples or free promotional products you may have received within your order.
10.6. If you cancel your Contract we will:
a) refund you the price you paid for the Products. We will refund you using the same means of payment you used for the initial transaction (unless expressly agreed otherwise). Please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop;
b) refund, only where the full order is returned, any delivery costs you have paid to receive it, although as permitted by law the maximum refund will be the cost of delivery by the least expensive delivery method we offer. For example, if we offer standard delivery of a Product within a certain timeframe at one cost but you select express delivery of a Product within a shorter timeframe at a higher cost, then we will only refund what you would have paid if you had selected the cheapest delivery method we offer. For the avoidance of doubt, if the Standard Delivery method we offer is free then you will not be refunded any delivery costs even if you opted for another delivery method which was not free;
c) make any refunds due to you no later than 14 days after the day on which we receive the Product(s) back from you or, if earlier, the day on which you provide us with evidence (i.e. date stamped written statement from an established postal service provider listing the sender and the recipient) that you have sent the Product(s) back to us.
10.7. If you have returned a Product to us because it is faulty, damaged or you have not received the Product you ordered, we will examine the Product as quickly as possible. If the non-compliant nature of the Product is confirmed by us, we will refund the price of the Product in full. Where the full order is returned we will refund any delivery costs you have paid, although as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (as set out in 11.6 b) above).
We will pay the reasonable delivery costs you incur in returning the Product(s) to us subject to the inclusion of a returns proof of postage receipt. We request that you return such Product(s) to us via the Post Office ‘Royal Mail Signed For’ delivery method.
10.8. Because you are a consumer, we are under a legal duty to supply Products that are in conformity with the Contract. As a consumer, you have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause or anything else in the General Conditions of Sale. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
10.9. The right of cancellation can only be exercised by you, the purchaser of the Product, and not by a third party.
11. HOW WE USE YOUR PERSONAL INFORMATION
12. OUR LIABILITY
12.1. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
12.2. We only supply the Products for domestic and private use. You agree not to use the Product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.3. We do not in any way exclude or limit our liability for:
a) death or personal injury caused by our negligence;
b) fraud or fraudulent misrepresentation;
c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
e) defective products under the Consumer Protection Act 1987.
13. EVENTS OUTSIDE OUR CONTROL
13.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 13.2.
13.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes of all natures, lock-outs or other industrial action by third parties, civil commotion, riot, insurrection, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks, severe disturbance in the security of the internet, technical failures, unauthorised access and/or intrusions into the Website’s servers, or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
13.3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
a) we will contact you as soon as reasonably possible to notify you; and
b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
13.4. You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
14. OTHER IMPORTANT TERMS
14.1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
14.2. You may only transfer your rights or you obligations under these Terms to another person if we agree in writing.
14.3. This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. If one or more stipulations of these Terms is deemed invalid or declared invalid pursuant to a law, regulation or following a definitive decision by a court having jurisdiction, the other stipulations shall retain their full force and scope.
14.4. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. These Terms and the Dispatch Confirmation email sent to you together form a contractual whole and constitute the entirety of the contractual relations between us.
14.5. In the event of a contradiction between these documents, these Terms shall prevail.
14.6. These Terms and the contractual relations between LA ROCHE-POSAY and you shall be governed by the laws of England and Wales. This means a contract for the purchase of Products through the Website and any dispute or claim arising out of or in connection with it will be governed by English law. The parties agree that the courts of England and Wales will have exclusive jurisdiction.