TERMS & CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES BY NORTHPOINT LIMITED

1. Interpretation

The definitions and rules of interpretation in this condition apply in these terms and conditions.

1.1 Definitions:

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 6:00 am to 5.00 pm on any Business Day.
Confidential Information: has the meaning given in condition 9 (Confidentiality).
Contract: the Customer’s Purchase Order and the Supplier’s acceptance of it by Order Confirmation in accordance with condition 4 or where the Customer’s Purchase Order is not available, the Customer’s acceptance of the Sales Quotation and these terms and conditions provided by the Supplier.
Customer: the person, firm or company who purchases Services from the Supplier.
Customer’s Contract Manager: the Customer’s manager for the Contract appointed in accordance with condition 6.1(a).
Deliverables: all products provided by the Supplier to the Customer in relation to the Contract.
Mandatory Policies: the Supplier’s business policies and codes listed in Schedule 4, as amended by notification to the Customer from time to time.
Order Confirmation: an order confirmation document in the form set out in Schedule 3 or through the accounts system and issued by the Supplier to the Customer agreeing to fulfil a Purchase Order.
Purchase Order: an order form in the form set out in Schedule 2 issued by the Customer to the Supplier requesting the supply of Services and Deliverables or confirming an oral order for the Services and Deliverables.
Sales Quotation: a sales quotation in the form set out in Schedule 1 issued by the Supplier to the Customer offering the supply of Services and Deliverables.
Services: the services to be provided by the Supplier under the Contract.
Supplier: Northpoint Limited Ltd registered in England and Wales with company number 04707053 whose registered office is at Northpoint, Globe Lane, Dukinfield, England, SK16 4UY.
VAT: value added tax imposed by the Value Added Tax Act 1994 or any similar tax chargeable in the UK.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

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

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 A reference to writing or written excludes faxes but not email.

1.9 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Application of clauses

2.1 These clauses shall:

(a) apply to and be incorporated in the Contract; and
(b) prevail over any inconsistent terms or clauses contained in, or referred to in, the Purchase order, Order Confirmation, or specification, or implied by law, trade custom, practice or course of dealing.

2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.

3. Sales Quotation

The Sales Quotation shall only be valid for 30 days and may be amended, varied or withdrawn by the Supplier without notice.

4. Effect of Purchase Order

The Purchase Order constitutes an offer by the Customer to purchase the Services and Deliverables specified in it on these clauses. Accordingly, the execution and return of the Order Confirmation by the Supplier, or the Supplier’s commencement or execution of work pursuant to the Purchase Order, shall establish a Contract for the supply and purchase of those Services and Deliverables on these terms and conditions. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in, the Purchase Order shall not govern the Contract.

5. Supplier’s obligations

5.1 The Supplier shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance with all material respects with the Order Confirmation.

5.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

6. Customer’s rights and obligations

6.1 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Contract and appoint the Customer’s Contract Manager, who shall have the authority to contractually bind the Customer on matters relating to the Contract including but not limited to its timely delivery;
(b) provide an email address in clause 23.1(b) below as a point of contact in cases of emergency;
(c) provide in a timely manner such information as the Supplier may request to ensure any timelines as first set out and agreed can be met and ensure that such information is accurate in all material respects; and
(d) ensure any packaging is removed as soon as possible from the Deliverables to prevent the coating from condensation which may reduce the performance.

6.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s agents, subcontractors or employees, the Customer shall in all circumstances be liable to pay to the Supplier on demand all reasonable costs, charges or losses sustained or incurred by it, subject to the Supplier confirming such costs, charges and losses to the Customer in writing. Such losses shall include, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere.

6.3 The Customer shall be permitted to inspect the Services and Deliverables during the term of the Contract, provided that:

(a) The Customer provides the Supplier with a minimum of 3 Business Days’ prior written notice of the intended inspection;
(b) The inspection is conducted in accordance with all applicable health, safety, and environmental requirements as reasonably specified by the Supplier; and
(c) The inspection takes place during the Supplier’s Business Hours, subject to the Supplier’s reasonable availability.

6.4 Where the Customer employs an inspector to inspect the Services and Deliverables and the inspector provides evidence of his satisfaction with the Services and Deliverables, such evidence shall be conclusive that the Services and Deliverables has been carried out in accordance with the Customer’s specification and that materials used are acceptable to the Customer.

7. Change control

7.1 If either party wishes to change the scope of the Services, they shall submit a change request form containing details of the requested change to the other in writing.

7.2 If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:

(a) the likely time required to implement the change;
(b) any variations to the Supplier’s charges arising from the change; and
(c) any other impact of the change on the terms of the Contract.

7.3 If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.

7.4 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges and any other relevant terms of the Contract to take account of the change.

8. Charges and payment

8.1 The total price for the Services shall be the amount set out in the Order Confirmation. The total price shall be paid to the Supplier as set out in the Order Confirmation. The Supplier shall (subject to clause 8.4) invoice the Customer for the charges that are payable, together with expenses and the costs of materials, calculated as provided in condition 8.2.

8.2 Any fixed price contained in the Order Confirmation excludes the cost of packaging materials and any other ancillary expenses reasonably incurred by the Supplier in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by the Supplier for the supply of the Services and Deliverables. Such expenses, materials and third-party services shall be invoiced by the Supplier.

8.3 All payments made by the Customer under this agreement are exclusive of VAT. The Supplier shall provide the Customer with a valid VAT invoice. The Customer shall pay any stamp duties or similar transfer taxes imposed on the supplies made under this agreement and shall reimburse the Supplier for any such stamp duties or similar transfer taxes paid by the Supplier.

8.4 Where the provision of the Services by the Supplier involves the supply of materials the Supplier will require payment of a deposit by the Customer equal to 25% of the charges payable or, if a lease agreement is to be used to fund the purchase, a copy of the signed lease agreement paperwork.

8.5 The Customer shall pay each invoice submitted to it by the Supplier in full, and in cleared funds, within 30 days of date of invoice.

8.6 Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay the Supplier on the due date the Supplier may:

(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;
(b) charge for storage and insurance of the Deliverables; and
(c) suspend all Services until payment has been made in full.

8.7 Legal title and ownership of the Services and Deliverables shall remain with the Supplier until full payment has been received from the Customer. The Supplier also retains a lien over any Deliverables or Customer property in its possession until such payment is made.

8.8 The Customer shall mark the Deliverables which have not been fully paid for with the name of the Supplier so that they are clearly identifiable as belonging to the Supplier until such time as they have been paid for in full by the Customer.

8.9 Time for payment shall be of the essence of the Contract.

8.10 All payments payable to the Supplier under the Contract shall become due immediately on termination of the Contract, despite any other provision. This clause is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

8.11 The Supplier reserves the right to amend the payment terms at its discretion, following the completion of a credit assessment of the Customer.

8.12 Any disputes or complaints regarding the invoiced price must be submitted to the Supplier in writing within 30 days from the date of the invoice. Complaints received after this period will not be considered.

8.13 All amounts due under this agreement shall be paid by the Customer to the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

9. Confidentiality and compliance with policies

9.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of this agreement in connection with its business, including but not limited to:

(a) the existence and terms of this agreement or any agreement entered into in connection with this agreement;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
- (i) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
- (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
(c) any information developed by the parties in the course of carrying out this agreement.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

9.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) the parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

9.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this condition 9.

9.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

9.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this agreement.

9.7 On termination or expiry of this agreement, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 14 (Termination).

9.8 Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

9.9 The provisions of this clause 9 shall survive for a period of five years from termination or expiry of this agreement, and both parties agree that this is reasonable.

9.10 In performing its obligations under this agreement, the Customer shall comply with the Mandatory Policies.

10. Delivery

10.1 The Supplier shall use reasonable endeavours to meet any delivery dates specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

10.2 The Supplier shall not be liable for any loss, damage, or delay to the Deliverables once they have been transferred to the Customer or a third-party courier. The Customer is responsible for ensuring that adequate insurance coverage is in place from the point of transfer.

10.3 Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to provide the Supplier with adequate information for delivery, the Supplier may charge for storage and insurance of the Deliverables whilst pending delivery.

11. Warranty

11.1 The Company undertakes to remedy, at its own cost, any failure or defect in the Services and Deliverables arising solely as a result of:

(a) faulty materials supplied by the Company; or
(b) defective workmanship by the Company,

provided that the Customer notifies the Company in writing of such failure or defect within 30 days from the date of delivery of the Deliverables.

11.2 For the avoidance of doubt, the warranty at clause 11.1 shall not apply in the following circumstances:

(a) where the failure or underperformance results from materials supplied by the Customer;
(b) where the failure or underperformance results from materials used in accordance with the Customer’s specification;
(c) where the Customer’s specification and/or design proves to be unsuitable for the intended purpose of the Deliverables; or
(d) where the Services or Deliverables are not suitable for the Customer’s intended purpose and the intended purpose was not disclosed to the Company prior to manufacture or supply.

12. Limitation of liability

12.1 The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:

(a) any breach of the Contract however arising;
(b) any use made by the Customer of the Services, the Deliverables or any part of them; and
(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

12.2 All warranties, clauses and other terms implied by statute or common law are, to the greatest extent permitted by law, excluded from the Contract.

12.3 Without prejudice to the generality of the foregoing, the Supplier shall not be liable for any loss or damage suffered by the Customer arising from circumstances where the Supplier has recommended a particular Service to the Customer as part of a Sales Quotation and the Customer has declined to purchase that Service, following which the Customer has suffered loss or damage that would have been prevented by the recommended Service.

12.4 Without prejudice to the generality of the foregoing, the Supplier shall not be liable for any loss or damage suffered by the Customer arising from any inaccuracy of specifications provided by the Customer, including but not limited to; drawings, details, specifications and instructions supplied by the Customer.

12.5 Nothing in these clauses excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for fraud or fraudulent misrepresentation.

12.6 Subject to condition 12.2, 12.3, 12.4 and 12.5:

(a) the Supplier shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
- (i) loss of profits; or
- (ii) loss of business; or
- (iii) depletion of goodwill or similar losses; or
- (iv) loss of anticipated savings; or
- (v) loss of goods; or
- (vi) loss of contract; or
- (vii) loss of use; or
- (viii) wasted expenditure; or
- (ix) loss or corruption of data or information; or
- (x) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.

13. Indemnity

The Customer shall indemnify and hold harmless the Supplier from and against any and all claims, liabilities, damages, losses, costs, and expenses (including legal fees) arising from or in connection with any alleged or actual infringement of any patent, registered design, copyright, or other intellectual property rights, where such infringement results from the Supplier’s compliance with the Customer’s express or implied instructions.

14. Termination

14.1 Subject to the provisions of clause 14.2, the Services specified in the Contract shall terminate on completion of delivery of the Services by the Supplier.

14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment within 14 days;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(e) the other party 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 for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(g) 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 that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(h) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(i) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(k) a creditor or encumbrancer of the other party 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 the other party’s assets and such attachment or process is not discharged within 14 days;
(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 14.2(d) to condition 14.2(k) (inclusive); or
(m) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.3 Upon termination of this agreement:

(a) All payments or charges which are due or outstanding under this agreement shall automatically become due and payable by the Customer to the Supplier within 7 days; and
(b) The Supplier shall conduct a reconciliation and prepare a statement of accounts to determine the outstanding payment due under this agreement from the Customer. The Supplier shall notify the Customer of the sum outstanding to the Customer (Outstanding Sum). The Customer shall notify any dispute which it may have in respect of the Outstanding Sum to the Supplier within 7 days, failing which the Outstanding Sum shall be deemed final, conclusive and payable by the Customer to the Supplier.

14.4 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

14.5 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

15. Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for twelve weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.

16. Waiver

16.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18. Severance

18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

18.2 If any provision or part-provision of this agreement is deemed deleted under condition 18.1, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision. Parties shall commence such negotiation as soon as practicable and conclude it within 21 days.

19. Entire agreement

19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

19.2 Each party acknowledges that, in entering into this agreement, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19.4 Nothing in this clause shall limit or exclude any liability for fraud.

20. Assignment

20.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

20.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement or the Deliverables or Services.

21. No partnership or agency

21.1 Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. Third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

23. Notices

23.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the following addresses (or an address substituted in writing by the party to be served):
- (i) Supplier: sales@northpoint.ltd.uk or contract manager

23.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;
(b) 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; or
(c) if sent by email to the emails stipulated in clause 23.1(b), at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

23.3 This clause 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.

24. Governing law

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the law of England and Wales.

25. Jurisdiction

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 agreement or its subject matter or formation (including non-contractual disputes or claims).