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Terms of Purchase

1 Order Fulfilment Terms

1.1  The following provisions (together the Order Fulfilment Terms) set out the terms on which the Service Provider provides the Order Fulfilment Service.

1.2  Where the Service Provider has agreed with the User that it will provide the Order Fulfilment Services, these Order Fulfilment Terms shall apply to the provision of such Services.

1.3  The Service Provider may offer the following Service (the Order Fulfilment Service) to Users that are required to undertake detailed know you client and due diligence checks before they are able to receive payments from such clients, which therefore limits that User’s ability to sell Products efficiently via the Marketplace as it would be required to undertake such checks each time another User placed an order for a Product it had Listed on the Market before it could sell such Product to that User. Therefore, the Service Provider will purchase the Product in accordance with and on the basis of these Order Fulfilment Terms to satisfy the order for such Product and will simultaneously sell such Product to the other User in accordance with and on the basis of the Sale Terms.

1.4  It is important that the User reads and understands these Order Fulfilment Terms before requesting the Service Provider to provide the Order Fulfilment Service or Listing Products which will be the subject of the Order Fulfilment Service.

1.5  The User represents and warrants to the Service Provider that: 1.5.1

1.5.2
1.6  The Service Provider reserves the right to change these Order Fulfilment Terms at any time. Amendments will take effect when the revised Order Fulfilment Terms are posted on the Marketplace. However, the Order Fulfilment Terms which are in place at the time at which a particular Purchase Contract comes into effect in accordance with Clause 3.6 will apply in respect of that Purchase Contract, therefore the User must check these Order Fulfilment Terms regularly to ensure they understand the terms that apply to the Order Fulfilment Services at any given time and the terms upon which ha Product is purchased by the Service Provider.
1.7  The User’s attention is drawn in particular to the following Clauses in these Order Fulfilment Terms:

1.7.1  Clause 7 (Delivery, Risk and Title);
1.7.2  Clause 9 (Warranty);
1.7.3  Clause 10 (Liability and Indemnity);
1.7.4  Clause 10.6.2 (Termination).
2 Confirmed and Unconfirmed Products

2.1 Provided a Product has been Listed by the User in accordance with and as required by the Listing Terms, the User shall:
it is lawfully able to agree to these Order Fulfilment Terms and does so in the course
of operating a trade or profession and not as a consumer; and
if the User is agreeing to these Order Fulfilment Terms on behalf on an entity, such as a company the User works for, the User represents that it has legal authority to
bind itself and that legal entity to these Order Fulfilment Terms.
1
2.1.1 2.1.2

2.2 The User warrants that: 2.2.1

2.2.2

2.2.3 the Products are in working order unless otherwise stated; 2.2.4

2.2.5 2.2.6

2.2.7

2.2.8

2.3 The User shall indemnify the Service Provider from and against all liabilities, costs, expenses, damages and losses (including reasonable professional costs and expenses) suffered or incurred by the Service Provider in connection with the User’s breach of Clause 2.2.

3 The Purchase Contract

3.1

3.2 A Purchase Contract comes into effect in accordance with Clause 3.6 and will be deemed to include the following terms:

3.2.1 that the User will comply with its obligations in these Order Fulfilment Terms; 3.2.2
where the Product is a Confirmed Product, make an irrevocable offer to sell that
Product to the Service Provider; or
where the Product is an Unconfirmed Product, promptly, and in any event within 24 hours, from the time a Buyer makes a request to purchase the Product or as otherwise required by the Service Provider, provide confirmation as to whether such Unconfirmed Product is in stock and available to be shipped/delivered. Where the User confirms the availability of the Product for shipping/delivery, the Unconfirmed Product shall become a Confirmed Product and any relevant provisions set out in these Order Fulfilment Terms which apply to Confirmed Products shall apply
immediately.
the Products shall conform in all material respects with any manufacturer’s
guarantee provided (if any);
it is the absolute unencumbered legal owner of the Products with the full and
exclusive right to sell the Products;
in the case of electrical items, the User has tested the same and is able to evidence to the Service Provider and Buyer that the Products are in working order prior to
shipping/delivery;
Products conforms in all material respects with their descriptions in the Listing
Information and are of satisfactory quality;
the Products do not contain asbestos or hazardous substances (or to the extent that they do contain any asbestos or hazardous substances, this is disclosed in full in
the Listing Information);
no part of the Products are a fixture or fitting which forms part of a property over
which any third party has any rights; and
the Products may be lawfully sold via the Marketplace and such sale shall not
infringe any third party intellectual property or other rights.
These Order Fulfilment Terms apply to the purchase by the Service Provider and supply of the relevant Products by the User to the Service Provider for the onward sale of such Products to another User (a Buyer). No other terms are implied by trade, custom, practice or course of
dealing.
that the Product will comply with the provisions set out in these Order Fulfilment
Terms and the Listing Terms;
3.2.3 3.2.4

3.3  The User will make it clear to the Buyer if the Product being ordered is a Confirmed Product or Unconfirmed Product. A Buyer can only proceed to check out on the Marketplace in respect of a Confirmed Product.
3.4  A Buyer can request to be notified by e-mail for a Product to be verified by the User within 24 hours. The Service Provider may in its absolute discretion suggest a different Product to the Buyer if the Unconfirmed Product is not verified by the User within 24 hours.
3.5  The Service Provider shall have no liability to the User where a Buyer purchases another Product from a different User.
3.6  A Buyer’s order will be accepted by an email sent to the Buyer by the Service Provider the (Order Confirmation), at which point a contract will come into existence between the Service Provider and the User for the purchase of the Product set out in the Order Confirmation (the Purchase Contract).
4 The User’s obligations

4.1 The User shall:
4.1.1 remain responsible at all times for the delivery of the Products to the Buyer; 4.1.2
title to the Product will Pass to the Service Provider at the point a Sale Contract for
the Product comes into effect in accordance with the Sale Terms; and
risk in the Product shall not Pass to the Service Provider but shall remain with the User until the Product has been delivered to the Buyer at which point risk in the
Product will Pass to the Buyer.
4.1.3 4.1.4 4.1.5
good
ensure that it complies at all times with the terms and conditions of the Listing Terms, and that all information in relation to the Products subject to the Buyer’s order is
accurate and complete;
ensure that the Products are properly packed and secured in such manner as to
enable them to reach their destination in
obtain and maintain in force all licences, permissions, authorisations, consents and
permits needed to
4.2 The User acknowledges and agrees that: 4.2.1

(a)

(b)
supply
the Products in accordance with these Purchase Terms;
comply with all applicable laws, enactments, orders, regulations and other instruments relating to the packing, packaging, marking, storage, handling, and
delivery of the Products.
the Order Fulfilment Service is a service provided by the Service Provider in order to fulfill orders received from Buyers who have not yet satisfied the User’s standard
customer due diligence process. Accordingly, the User shall:
act in good faith in liaising with the Service Provider in respect of the Order Fulfilment Service and whilst complying with its respective obligations
under these Purchase Terms; and
provide any and all additional information, materials, and documents in relation to the Products as may be requested by the Service Provider from
time to time;
4.2.2 the Service Provider provides the Order Fulfilment Service in accordance with the
condition;
Listing Terms and Sale Terms. The User acknowledges and agrees that the price
of a particular Product may be adjusted by the Service Provider
in accordance with and as required by the Sale Terms and the payment to be released to the User where the particular Product is sold via the Marketplace shall
be adjusted accordingly.
5 Price and payment for Products

5.1  The User agrees and acknowledges that a Buyer can elect to see the price of the Product, and make the payment for the Product, in pound sterling, euros or dollars (or such other currencies as may be supported on the Marketplace from time to time). The price to be paid by the Buyer will be fixed and confirmed at the point of the Buyer places it’s order with the Marketplace.
5.2  All prices stated on the Marketplace include any VAT or other sales tax (if applicable).
5.3  Subject to Clause 6, the total price payable for an order will include the total price of all Products in the order and delivery charges (see Clause 7 below). However, unless the delivery charges are confirmed, the total price payable by the Buyer may not always be displayed during the checkout process as delivery charges may be confirmed at a later date.
5.4  The Service Provider shall retain the full amount paid by the Buyer (including VAT and delivery costs) from the date of payment until the expiry of 10 days from and including the date of delivery of the Products to the Buyer (Payment Holding Period).
5.5  The Buyer shall have the opportunity to inspect the Products upon delivery and during the Payment Holding Period. If following such inspection, the Buyer believes that the Product is faulty or otherwise breaches the warranties or assurances given in Clause 2.2, it shall be obliged to notify the Service Provider of such matters within the Payment Holding Period (a Fault Notice).
5.6  If the Service Provider does not receive a Fault Notice within the Payment Holding Period, then the Service Provider will release the payment received from the Buyer to the User, subject to any deductions in accordance with Clause 9 or adjustments in accordance with Clause 6.
5.7  If the Service Provider receives a Fault Notice within the Payment Holding Period, then the Service Provider shall be entitled to retain the full amount paid for such further period as it deems appropriate, pending resolution of any dispute in accordance with Clause 15.
6 Price Match Guarantee Service

6.1 The User acknowledges and agrees that the Service Provider provides a price match guarantee in respect of Products which display a “Lowest Price Guarantee” icon on the Marketplace (the Relevant Products) and therefore:

6.1.1

6.1.2
in its sole discretion
where a Buyer discovers a Relevant Product available for sale for a price lower than the price available via the Marketplace, the Buyer may make a price match request
to the Service Provider by clicking on the “Request Price Match” button;
where the Buyer makes a price match request pursuant to Clause 6.1.1, and the Buyer has provided the Service Provider with sufficient information and detail to enable the Service Provider to determine that the Relevant Product is available for sale from a third party supplier at a lower price than that offered on the Marketplace;
the Service Provider shall be entitled to adjust the price of the Relevant Product to a sum equivalent to the price of the Relevant Product offered by the third-party supplier identified
pursuant to Clause 6.1.2 (the Price Match Guarantee Service).
6.2 The User acknowledges and agrees that: 6.2.1

6.2.2

6.2.3
and

6.2.4

7 Delivery, Risk and Title

7.1  The User agrees and acknowledges that the cost of delivery will be as displayed to the Buyer during the checkout process as either confirmed delivery costs or estimated delivery costs. The User shall arrange for delivery of the Products to the address set out in the Order Confirmation.
7.2  Where delivery costs for Products are expressed by the User to be estimated, then a Buyer shall not be required to make any payment for delivery charges until the costs of the same have been confirmed with the Buyer. Once the estimated delivery costs have been confirmed, the Buyer will be notified of the confirmed delivery costs by email.
7.3  The User agrees and undertakes that it shall dispatch an order when:

7.3.1  the delivery costs have been confirmed; and
7.3.2  the Service Provider notifies the User that it has received payment for the delivery costs.
7.4  If the supply of the Products is delayed the User agrees and acknowledges that the Buyer may contact the Service Provider and end the Sale Contract in respect of such Products and in such circumstances the Purchase Contact in respect of such Products shall also automatically end and the Service Provider shall no longer be required to purchase the Products and shall be entitled to issue a refund to the Buyer for any Products that the Buyer has paid for but not received.
7.5  Delivery of the Products is complete once the Products have been delivered to the Buyer and the Products will be at the User’s risk until that time.
7.6  Where the User fails to deliver the Products to the Buyer in accordance with this Clause 7, then the Service Provider may:
7.6.1 terminate the Purchase Contract with immediate effect; 7.6.2

7.6.3
the Price Match Guarantee Service is applicable for Products which feature the
Lowest Price Guarantee icon only;
the Service Provider shall only provide the Price Match Guarantee Service in
respect of products offered for sale by UK retailers and websites only;
the relevant Product must be exactly the same product as that offered for sale by the third party supplier and evidenced by the Buyer in accordance with Clause 6.1.2;
the price of the Relevant Product shall be adjusted in accordance with the terms of this Clause 6 and the payment released to the User pursuant to Clause 5.6 shall be
adjusted accordingly.
obtain substitute Products from another supplier and recover from the User any costs and expenses incurred by the Service Provider in obtaining such substitute
Products; and
claim damages for any other costs, expenses or losses resulting from the User’s
failure to deliver the relevant Products on the delivery date.
8 Manufacturer’s Guarantee
8.1 To the extent that the benefit of any guarantees made by a User or third party manufacturer of the Products can be assigned to the Buyer, the User shall, as far as it is reasonably able, assign them to the Service Provider in order that the Service Provider can assign the same to the Buyer. The nature and scope of any manufacturer’s warranty shall be provided to the Buyer at the time of placing the order and/or confirmed within the Order Confirmation.

9 Transaction fees

9.1  The User shall, unless otherwise agreed with the Service Provider, be liable to pay a transaction fee in respect of each Product sold pursuant to a Sale Contract or sold in accordance with Clause 9.4 (Transaction Fee), which shall be calculated as follows:

9.1.1

9.1.2
value;

9.1.3
9.2  Transaction Fees are non-refundable. The Service Provider will invoice the User upon conclusion of the sale of the particular Product under the Sale Contract.
9.3  The Service Provider shall, once it has received payment from the Buyer in respect of the Product, be entitled to calculate and deduct the Transaction Fee before transferring the balance of the purchase price of the Product to the User. Otherwise, the Transaction Fee shall be payable in accordance with Clause 9.5.
9.4  Transaction Fees shall be payable in relation to all sales by the Service Provider or the User direct of Products which have been the subject of a Listing if the Buyer and User were introduced to each other or have otherwise contacted each other through the Marketplace or the Service, whether or not the relevant Products were sold through the Marketplace, and in such circumstances this Clause 9 shall apply with the necessary changes having been made to effect such obligations.
9.5  All amounts payable to the Service Provider under these Order Fulfilment Terms shall be paid in cleared funds by bank transfer to such bank account that the Service Provider shall nominate within 7 days from the date of the Service Provider’s invoice.
9.6  The Service Provider shall be entitled to charge interest on any late payment at a rate of 4% above the Bank of England base rate from the date on which the payment becomes overdue until such time as payment is received.
9.7  Payments shall be made in pound sterling or such other currency that the Service Provider may from time to time expressly permit.
9.8  The Service Provider may at any time, without notice, set off any liability of the User to the Service Provider pursuant to a Purchase Contract or Sale Contract against any liability of the Service Provider to the User, whether liability is present or future, liquidated or unliquidated, and whether or not such liability arises under these Order Fulfilment Terms. If the liabilities to be set off are expressed in different currencies, the Service Provider may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Service
where the User has set a fixed price that a Product is to be listed at, 20% of that
fixed price;
where the User has not set a fixed price and the book value of the Product can be established via the CVS file, the Transaction Fee shall be 20% of the Product’s book
where the User has not set a fixed price and the book value of the Product cannot be established via the CVS file, the Transaction Fee shall be an amount equal to 20% of the Discounted Market Rate. For the purpose of this Clause 9, the Discounted Market Rate means 75% of the actual market value of the Product (as
determined by the Service Provider in its sole discretion).
Provider of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Order Fulfilment Terms or otherwise.

9.9  All amounts due under these Order Fulfilment Terms from the User shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.10  All amounts of money referred to in these Order Fulfilment Terms that are payable to the Service Provider shall be interpreted as being amounts exclusive of VAT, any similar sales tax or any tax that replaces such sales taxes. Any such tax payable in relation to any such amounts shall be paid by the User in addition to the Transaction Fees.
9.11  The User agrees and acknowledges that: 9.11.1

9.11.2 9.11.3

9.11.4
10 Liability and Indemnity

10.1  Nothing in these Order Fulfilment Terms limits or excludes liability for:

10.1.1  death or personal injury caused by negligence;
10.1.2  fraud or fraudulent misrepresentation; or
10.1.3  any other liability that cannot be limited or excluded by law.
10.2  Subject to Clause 10.1, the Service Provider’s total liability in contract, tort (including negligence), misrepresentation or otherwise under or in connection with a Purchase Contract shall be limited the price paid by the Buyer for the Products that are the subject of the Purchase Contract.
10.3  Subject to Clause 10.1 the Service Provider shall not be liable to any person (including the User or any person claiming through or under the User) whether the same are suffered directly or indirectly or are immediate or consequential and whether the same arise in contract tort (including negligence) or otherwise arising under or in connection with any Purchase Contract, which fall within any of the following categories:

10.3.1  loss of profits;
10.3.2  loss of turnover;
10.3.3  loss of anticipated savings;
the Service Provider is not responsible for and shall have no liability whatsoever to User in respect of any costs of delivery, including any import taxes, duties or permit fees, and any insurance costs in respect of any Products purchased by a Buyer as
such costs are payable by the Buyer. The User is responsible for any export taxes;
some transactions may involve Products being transported by Users to locations
outside the territory or jurisdiction in which the Products are located; and
it is the responsibility of the User and the Buyer to observe and comply with all applicable regulations and legislation, including obtaining all necessary cultural or
customs permits and the User shall co-operate with the Buyer for such purposes;
the Service Provider is not responsible for and shall have no liability whatsoever to User in respect of the issuance or validity of any exportation or importation permits or the existence and exercise of exportation or importation regulations or any
compulsory purchasing regimes.
10.3.4 loss of business opportunity;
10.3.5  loss of goodwill;
10.3.6  loss or corruption of data;
10.3.7  damage to reputation;
10.3.8  any special, indirect or consequential loss,
provided that this Clause 10.3 shall not prevent claims for direct financial loss that are not excluded by Clauses 10.3.1 to 10.3.8 (inclusive).

10.4 The Service Provider shall not be liable for any damage or losses to the extent they arise result of or in connection with:

10.4.1 10.4.2

10.4.3 any actions taken by the Service Provider at the User’s discretion.

10.5  The Service Provider shall have no liability to the User in respect of any Liability Event unless the User shall have served notice of the same upon the Service Provider within 3 months of the date the User became aware or ought to have become aware of the consequences of the Liability Event.
10.6  The User shall indemnify the Service Provider against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other professional costs and expenses) suffered or incurred by the Service Provider arising out of or in connection with:

10.6.1

10.6.2
10.7  The User declares and acknowledges that it has considered the provisions of this Clause 10 in detail including each of the limitations on liability contained in Clauses 10.2 to 10.5 (inclusive) and considers them reasonable in the circumstances having taken into account among other factors the subject matter of these Order Fulfilment Terms and the Purchase Contract and having obtained or had the opportunity to obtain independent legal advice on the same.
11 Termination

11.1 Without limiting the other rights or remedies of the Service Provider, the Service Provider may at its sole discretion terminate any and/or all Purchase Contracts with immediate effect by giving written notice to the User:

11.1.1 if the User acts inconsistently with and/or in breach of these Purchase Terms;
any failure of the User to observe and perform its obligations under the Order
Fulfilment Terms;
errors or omissions in the Order Fulfilment Service to the extent they are based on and/or relate to the information or instructions provided by the User or its employees,
agents or representatives to the Service Provider; or
any claim made against the Service Provider for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with,
the supply or use of the Products supplied pursuant to a Purchase Contract; and
any claim made against the Service Provider by a third party for death, personal injury or damage to property arising out of, or in connection with, the Products
supplied pursuant to a Purchase Contract.
11.1.2  if the User engages in any fraudulent activity;
11.1.3  if a winding-up order or bankruptcy order is made against the User;
11.1.4

11.1.5 if the User has appointed to it an administrator or an administrative receiver; 11.1.6

11.1.7

11.1.8

11.1.9

11.1.10 if the User ceases, or threatens to cease, to carry on business; 11.1.11

11.1.12 in accordance with Clause 7.6.1.

11.2  The termination of a Purchase Contract howsoever arising shall be without prejudice to any other rights or remedies a party may be entitled to under the Purchase Contract or at law and shall not affect the accrued rights, obligations or liabilities of a party nor the coming into or continuance in force of any provision of the Purchase Contract, which is expressly or by implication, intended to come into or continue in force on or after such termination.
11.3  The User agrees and acknowledges that any termination of the User Terms in respect of the User shall not terminate a Purchase Contract in existence prior to the termination of the User Terms and the User shall continue to be bound by these Order Fulfilment Terms in respect of such Purchase Contract until such time as the Purchase Contract has expired or is terminated in accordance with these Terms.
12 Returns and refunds

12.1 The User agrees and acknowledges that: 12.1.1

12.1.2

12.1.3 a Buyer shall have the right to return a Product to the User: (a)
if the User passes a resolution or makes a determination for it to be wound up (without a declaration of solvency/except for the purposes of amalgamation or reconstruction, the terms of which have been previously approved in writing by the
Service Provider);
if the User, being a partnership, individual or sole trader, has a bankruptcy order
made against it or any of its partners;
if an incumbrancer takes possession, or a receiver, manager or administrative
receiver is appointed, of the whole or any part of the User’s assets;
if the User ceases or suspends payment of any of its debts, or is unable to pay its
debts within the meaning of section 123 of the Insolvency ACT 1986;
if any arrangement, compromise or composition in satisfaction of its debts is
proposed or entered into in relation to the User;
if any event analogous to those described in Clause 11.1.3 to Clause 11.1.10 occurs in relation to the User in any jurisdiction in which the User is incorporated, resident
or carries on business; or
the Service Provider is not responsible in any way if any Product sold via the
Marketplace proves unsatisfactory to the Buyer;
under no circumstances will the Service Provider accept the return of any Products
directly to the Service Provider, returns must be made to the User;
if the Product is faulty or otherwise breaches the warranties or assurances
given in Clause 2.2;
(b) a Sale Contract is terminated because: (i)

(ii) of an error in pricing or description; (iii)

(iv) the Buyer has a statutory right to do so.

12.2  Where a Fault Notice is served by a Buyer, the User will be required to prove that the Product

was in a working order before it was collected by a courier.
12.3  The User shall be responsible for the costs of returns:
12.3.1 if the Products are faulty or misdescribed or represented by the User; 12.3.2

12.4 The Service Provider shall be entitled to refund the Buyer the price the Buyer paid for the Products including delivery costs if (where the responsibility for such costs of return are not to be borne by the Buyer) the Product is faulty or misdescribed, by the method used for payment.

13 General terms

13.1  Save as set out in Clause 13.2, these Order Fulfilment Terms do not give rise to any rights for a third party to enforce any term of these Order Fulfilment Terms.
13.2  Nothing in these Order Fulfilment Terms are intended to, or shall be deemed to, establish any partnership or joint venture between the Service Provider and the User, constitute any of such persons the agent of another, or authorise any person to make or enter into any commitments for or on behalf of any other of such persons.
13.3  The rights and remedies provided under these Order Fulfilment Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
13.4  The User shall not, without the prior written consent of the Service Provider, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under these Purchase Terms.
13.5  If any provision or part-provision of these Order Fulfilment Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of these Purchase Terms.
13.6  The Service Provider will not be in breach of these Order Fulfilment Terms or otherwise liable for any delay in performance to the extent that any delay or failure is due to circumstances beyond its reasonable control, including acts of god, strikes, lock-outs, any law or any action taken by a government or public authority and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
13.7  In these Purchase Terms:
the Buyer has been told of an upcoming change to the Product
or the Sale Terms;
there is a delay in delivery due to events outside the Buyer’s or
Service Provider’s control; or
if the Buyer is ending the Sale Contract in accordance with Clauses 12.1.3(b)(i) to
12.1.3(b)(ii) of the Sale Terms.
13.7.1 13.7.2

13.7.3  a reference to one gender includes a reference to the other gender;
13.7.4  words in the singular include the plural and in the plural include the singular;
13.7.5

13.7.6

13.7.7

13.7.8 13.7.9

14 Notices

14.1 Any notice or other communication given to a Party under or in connection with a Purchase Contract shall be in writing and shall be sent by email as follows:

14.1.1 in the case of the Service Provider, to [email protected]; and 14.1.2

time).

14.2  Any notice or communication shall be deemed to have been received 24 hours following the time at which the relevant email is sent.
14.3  This Clause 14 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15 Governing law and jurisdiction

15.1  The Purchase Contract and any dispute or claim arising out of or in connection with it or it’s subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
15.2  Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) to which the Service Provider is a party arising out of or in connection with these Purchase Terms, the Purchase Contract or their subject matter or formation.
reference to a Clause is to a Clause of these Purchase Terms, unless the context
requires otherwise;
references to defined terms shall have the same meaning as defined within the User
Terms, the Listing Terms and the Sale Terms
a reference to a person, business and/or individual includes in each case an
incorporated or unincorporated body (as the context may permit);
a reference to a statute or statutory provision is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and
includes any subordinate legislation for the time being in force made under it;
unless the context otherwise requires, the words including and include and words of similar effect shall not be deemed to limit the general effect of the words which
precede them;
the headings in these Order Fulfilment Terms are for ease of reference only and
shall not affect their construction or interpretation; and
any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that
jurisdiction.
in the case of the User, to the email address provided by the User on registering with an account on the Marketplace (as updated via the Marketplace from time to