Terms of Use

Please read these terms and conditions carefully before using our services. By accessing or using Digital Devices Ltd., you agree to be bound by these terms.

Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:

Business Days:

Monday to Friday (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Calendar Days:

Everyday of the week except public holiday.

Conditions:

The terms and conditions set out in this document, as amended from time to time in accordance with clause 13.6.

Contract:

The contract between DDL and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer:

The individual, firm or company who purchases the Goods from DDL.

Force Majeure:

Has the meaning given in clause 11.

Website:

https://ddevices.com

Catalogue:

Goods advertised on the Website.

Goods:

The goods (or any part of them) set out in the Order.

Order:

The Customer's order for the Goods, as set out in the Customer's purchase order form or the Customer's written acceptance of DDL's quotation or the Customer's order as set out in an email or through the Website or communicated over the telephone to DDL.

Specification:

Any specification for the Goods, including any related plans and drawings that are agreed orally or in writing by the Customer and DDL.

DDL:

Digital Devices Ltd, also known as Digital Devices Limited (registered in England and Wales with company number 05901479).

1.2 Construction

In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision applicable in England and Wales as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes faxes and e-mails.

Basis of Contract

2.1

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2

The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order, including the address of delivery and any applicable Specification submitted by the Customer are complete and accurate.

2.3

Unless otherwise agreed in writing any quotation is valid only for a period of 24-72 hours from its date of issue provided that DDL has not previously withdrawn it by written or oral notice to the Customer.

2.4

The Order shall only be deemed to be accepted when DDL issues a written or verbal acceptance of the Order (acceptance being subject to DDL's discretion and availability of the Goods), at which point the Contract shall come into existence. DDL also reserves the right to refuse any Order.

2.5

The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of DDL, which is not set out in the Contract.

2.6

Any samples, drawings, descriptive matter, or advertising produced by DDL and any descriptions or illustrations contained in DDL's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.7

A quotation for the Goods given by DDL shall not constitute an offer. A quotation shall only be valid for a period of 15 Calendar Days from its date of issue.

2.8

Cancellation of Orders placed by a Customer in a commercial capacity is only accepted at DDL's discretion, but will not be accepted where goods are dispatched the same day as the Order is placed. (For the avoidance of doubt, a Customer in a commercial capacity is any Customer purchasing Goods for the purpose of reselling or Customer carrying on as a business.) DDL will only accept cancellation of Orders placed by a Customer who is using the Goods as a consumer in accordance with the Consumer Protection (Distance Selling) Regulations 2000.

2.9

The Customer undertakes that the debit card or credit card or other instrument of payment agreed by DDL, used to purchase Goods, legitimately belongs to them, or that they have the authority to use such means of payment. The Customer further undertakes that sufficient funds will be available to cover the cost of Goods ordered. DDL may verify and validate debit or credit card details before accepting payment.

2.10

Where the Goods are supplied for export from the United Kingdom the provisions of this clause 14 will (subject to any special terms agreed in writing between the parties) apply despite any other provision of these Conditions. The Uniform Laws on International Sales Act 1967 will not apply.

Goods

3.1

The Goods are described in DDL's Catalogue as modified any applicable Specification.

3.2

To the extent that the Goods are to be manufactured or specially ordered (from the manufacturer) in accordance with a Specification supplied by the Customer, the Customer shall indemnify the DDL 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 and other reasonable professional costs and expenses) suffered or incurred by DDL in connection with any claim made against DDL for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with DDL's use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3

DDL reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements.

Delivery

4.1

DDL shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after DDL notifies the Customer that the Goods are ready.

4.2

Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.3

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. DDL shall not be liable for any delay or incomplete delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the DDL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4

Subject to clause 4.3, if in the unlikely event that DDL is unable to deliver the Goods, the Customer may be offered the opportunity to cancel the Order or select alternative Goods available; and such cancellation of the Order must be stated in writing if the Order was placed in writing.

4.4

If DDL fails to deliver the Goods, due to its own fault, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. DDL shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide DDL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5

If the Customer fails to take or accept delivery of the Goods within three Business Days of DDL's notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the DDL's failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 10.00 am on the third Business Day after the day on which DDL notified the Customer that the Goods were ready; and

(b) where applicable the DDL shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.6

If 10 Business Days after the day on which DDL notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, DDL may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.7

DDL may deliver the Goods by instalments, which may be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Order of Specification

5.1

Goods may be subject to minor variations in actual dimensions, Specifications and quantities on delivery. In such a case, the Customer shall allow DDL an agreed and reasonable length of time to provide a replacement and redelivery at DDL's expense, of only those Goods affected. The Customer shall be entitled to accept or reject the alternative Goods and should the Customer choose to reject the alternative Goods, they may cancel the Order related only to those Goods affected and shall be entitled to a refund. This will be the sole remedy of the Customer in these circumstances.

5.2

Subject to clause 5.1 the Customer shall not be entitled to reject all the Goods where only part of the Goods are affected, unless the Order is for a single item. The Customer shall also not be entitled to withhold the Goods affected and including the Goods unaffected, as a remedy for any consequential loss or withhold payment of any or all part of the Goods, as a remedy. This does not affect the Customer's legal rights.

5.3

The Customer shall not be entitled to reject the Goods if DDL delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

Quality, Warranty and Returns

6.1

The warranty period shall be the period as specified by the relevant manufacturer of the brand of the Goods on delivery, which is mostly one year, but can range from 30 days to 10 years. The Goods shall, subject to clause 5.1:

(a) conform with their description and any applicable Specification;

(b) generally be free from any defect in workmanship and materials;

(d) be fit for any purpose held out by DDL.

6.2

Subject to clause 6.3, if the Customer gives notice in writing to DDL during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1:

(a) the Customer shall be referred to the manufacturer's instructions and procedures on claims against warranty;

(b) DDL will provide direct contact details of the manufacturer;

(d) all warranties will be rendered inapplicable if Goods have been interfered with, altered or damaged in any way by the Customer or its agents, or if Goods have not been used in accordance with the manufacturer's instructions.

6.3

DDL shall not be liable for Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;

(b) the defect arises because the Customer failed to follow DDL's or the manufacture's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(d) the Customer alters or repairs such Goods without the written consent of the DDL;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.4

Except as provided in this clause 6, the DDL shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

6.5

The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.6

These Conditions shall apply to any repaired or replacement Goods supplied by DDL.

6.7

Subject to the Consumer Protection (Distance Selling) Regulations 2000, DDL may accept the return for credit of unwanted Goods at its discretion.

6.8

Goods must be returned with the DDL's written agreement within seven days of date of delivery and shall be unopened and in perfect resalable condition.

6.9

Goods returned in these circumstances will be subject to a restocking fee of 15% of the sales value of the Goods, or £25.00, whichever is the greater. DDL shall reserve the right to test for any alleged fault found with Goods returned for replacement or credit.

6.10

Terms of return shall be as follows:

(a) all faults must be reported within 7 days of date of delivery; Customers are advised to inspect and test Goods on delivery;

(b) DDL's support staff will advise of the most appropriate method of delivery regarding returned goods, either by courier collection or by postal delivery direct to DDL;

(c) DDL will not cover the cost of goods returned which are found to be defective. If a courier collection is arranged, it will be the responsibility of the Customer to be available to hand over the goods in question;

(d) all goods should be returned under DDL's Returns Authorisation Number (RMA #), which will be issued by DDL's customer support staff on request. No goods can be accepted for return without this number and the number should be clearly marked on the outer packaging; and

(e) Goods should be double packed to maintain the integrity of OEM box packaging.

Title and Risk

7.1

The risk in the Goods shall pass to the Customer on completion of delivery.

7.2

Title to the Goods shall not pass to the Customer until the earlier of:

(a) DDL receives payment in full (in cash or cleared funds) for the Goods and any other Goods that DDL has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.

7.3

Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the DDL's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the DDL immediately if it becomes subject to any of the events listed in clause 9.2; and

(e) give DDL such information relating to the Goods as DDL may require from time to time.

7.4

Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before DDL receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the DDL's agent; and

(b) title to the Goods shall pass from the DDL to the Customer immediately before the time at which resale by the Customer occurs.

7.5

If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.2, then, without limiting any other right or remedy the DDL may have:

(a) the Customer's right to resell the Goods or use them in the ordinary course of its business cease immediately; and

(b) the DDL may at any time:

1. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, without notice, in order to recover them.

Price and Payment

8.1

The price of the Goods shall be the price set out in the Order, or the Website, or, if no price is quoted, the price set out in DDL's published price list in force as at the date of delivery.

8.2

Unless otherwise agreed in writing the currency will be pounds sterling. All bank charges and other expenses in relation to the payment of invoice will be borne by the Customer.

8.3

Standard terms of payment shall be by debit or credit card payable at the point of order. Other terms may be agreed at DDL's discretion and in writing.

8.4

DDL may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the DDL's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the DOO adequate or accurate information or instructions.

8.5

The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

8.6

The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from DDL, pay to DDL such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

8.7

DDL may invoice the Customer for the Goods before, on or at any time after the completion of delivery. Overnight delivery services will be invoiced at the rates shown on the Website unless agreed otherwise.

8.8

The Customer shall pay the invoice in full and in cleared funds. Payment shall be made in accordance with the terms agreed in writing between DDL and the Customer, to the bank account nominated by DDL. Time of payment is of the essence. The time of payment shall be calculated in Calendar Days.

8.9

If the Customer fails to make any payment due to DDL under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 3% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

8.10

The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). DDL may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by DDL to the Customer.

Termination and Suspension

9.1

If the Customer becomes subject to any of the events listed in clause 9.2, DDL may terminate the Contract with immediate effect by giving written notice to the Customer.

9.2

For the purposes of clause 9.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

(e) (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;

(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;

(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;

(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2 (a) to clause 9.2 (f) (inclusive);

(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

(k) the Customer's financial position deteriorates to such an extent that in the DDL's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

9.3

Without limiting its other rights or remedies, DDL may suspend provision of the Goods under the Contract or any other contract between the Customer and DOO if the Customer becomes subject to any of the events listed in clause 9.2 (a) to clause 9.2 (l), or DDL reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.4

On termination of the Contract for any reason the Customer shall immediately pay to DDL all of DDL's outstanding unpaid invoices and interest.

9.5

Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.

9.6

Clauses, which expressly or by implication survive termination of the Contract, shall continue in full force and effect.

9.7

If deemed feasible Digital Devices may change or revoke the order of an individual customer.

9.8

In case of non-availability of the product, Digital Devices reserves the right to cancel the order.

9.9

In the case of human or computer error Digital Devices reserves the right to re-invoice for the correct price or service.

Limitation of Liability

10.1

Nothing in these Conditions shall limit or exclude the DDL's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(e) defective products under the Consumer Protection Act 1987; or

(f) any matter in respect of which it would be unlawful for DDL to exclude or restrict liability.

10.2

Subject to clause 10.1:

(a) DDL shall under no circumstances whatever be liable to the Customer, 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 the Contract; and

(b) DDL's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract (including shipping cost), tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods supplied in the Order in respect of which the liability has arisen.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

Trade Names and Trade Marks

12.1

Trade names and marks may not always be indicative of the actual manufacturer of a particular product and may be an indication of systems for general use and machines that may be associated with such products. In the case of components, Customers requiring a part to be manufactured by a particular manufacturer should check in advance of purchase to verify the identity of the component's actual manufacturer.

General

13.1 Assignment and other dealings

(a) DDL may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without DDL's prior written consent.

13.2 Personnel

The Customer agrees not to approach or employ DDL personnel to work for them in any capacity for a minimum period of six months after such personnel leave the employment of the DDL except with the express written permission of the DDL. In the event that the Customer engages any of the DDL's personnel, the Customer shall pay an introduction fee of 26 weeks, or the equivalent, of the engaged person's remuneration.

13.3 Notices

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

(b) Notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2 (a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.4 Severance

(a) If any provision or part-provision of the Contract 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 the Contract.

(b) If (one party gives notice to the other of the possibility that) any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.5 Waiver

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.6 Third party rights

A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.7 Variation

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by DDL.

13.8 Governing law

Subject to clause 13.9, the Contract, and any dispute or claim arising out of or in connection with it 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.

13.9 Jurisdiction

Subject to clause 13.9, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

13.10 Mediation

If any dispute arises in connection with this Contract, DDL and the Customer will attempt to settle it by mediation first, in accordance with the London ADR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by London ADR. The mediation will take place in London, England, and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of England and Wales. If the dispute is not settled by mediation within 14 Business Days of commencement of the mediation or within such further period as the parties may agree in writing, either party may issue legal proceedings in accordance with clauses 13.8 and 13.9.