Terms of Sale

1. BASIS OF CONTRACT

1.1  Your order constitutes an offer by you to purchase goods (Goods) and/or services
(Services) in accordance with these terms and conditions (Conditions) and any terms
set out in our quotation form or Order Acknowledgement.

1.2 Your order shall only be deemed to be accepted when we issue an Order
Acknowledgement at which point and on which date a formal Order exists as
a contract between you and us (being Blade Tooling Company Ltd from time to
time as set out in the Order Acknowledgement) in accordance with these
Conditions (Contract). For the avoidance of doubt we shall not be required to accept
Orders which you place and any acceptance shall be at our sole discretion.

1.3 The Contract constitutes the entire agreement between us. You acknowledge
that you have not relied on any statement, promise or representation made or
given by or on behalf of us which is not set out in the Contract.

1.4 Any samples, drawings, descriptive matter or advertising issued by us and
any descriptions of the Goods or illustrations or descriptions of the Services
contained in any documents forwarded to you are issued or published for the
sole purpose of giving an approximate idea of the Services and/or Goods
described in them. They shall not form part of the Contract or have any
contractual force except where expressly provided in these Conditions or
expressly incorporated in our Order Acknowledgement.

1.5 These Conditions apply to the Contract to the exclusion of any other terms that you
seek to impose or incorporate (including any terms previously issued by you),
or which are implied by trade, custom, practice or course of dealing.

1.6 Any quotation given by us shall be subject to the Conditions but shall not constitute
a legally binding offer capable of acceptance by you. Any quotation is only valid for a
period of 30 days from its date of issue.

1.7 All of these Conditions shall apply to the supply of both Goods and Services
except where application to one or the other is specified.

2. SUPPLY OF GOODS

2.1 We shall supply you with the Goods of the type and in the quantities described in
the Order or where applicable as more particularly set out in a specification
document attached or referred to in the Order (Goods Specification). The Goods
Specification may include detailed drawings, sketch drawings and/or first article
parts.

2.2 Subject to payment by you of the price in full, we warrant that on delivery, and for a
period of 12 months from the date of delivery to you in accordance with these
conditions (Warranty Period), the Goods shall:

(a) conform in all material respects with any relevant Goods Specification; and

(b) conform in all material respects with any samples or red banded masters
supplied by you agreed between you and us in writing.

2.3 Unless otherwise stated in the Order we shall not be obliged to provide any post
delivery support in relation to the Goods, nor shall we be responsible for any form of
airworthiness certification. Any certificate of conformity provided by us in relation to
the Goods shall not operate so as to extend the scope of the warranties set out in
these Conditions.

2.4 Subject to the warranties provided in clause 2.2, all other warranties, express or
implied are to the fullest extent permitted by law excluded from the Contract.
2.5 Subject to clause 2.7, if:

(a) you give notice in writing during the Warranty Period within 7 days of
discovery that some or all of the Goods do not comply with the warranty
set out in clause 2.2; and

(b) we are given a reasonable opportunity of examining such Goods; and

(c) you (if asked to do so by us) return such Goods to our place of business at
your cost,
we shall, at our option, repair or replace the defective Goods, or refund the
price of the defective Goods in full.

2.6 Except as provided in clause 2.5 above, we shall have no liability to you in respect of
the Goods’ failure to comply with the warranty set out in clause 2.2.

2.7 We shall not be liable for the Goods’ failure to comply with the warranty in clause
2.2 if:

(a) you make any further use of such Goods after giving a notice in accordance
with clause 2.5

(b) the defect arises because you failed to follow our oral or written
instructions as to the storage, installation, commissioning, use or
maintenance of the Goods or in the absence of such instruction you fail to
store, install, commission, use or maintain the Goods in accordance with
best industry practice;

(c) the defect arises as a result of us following any drawing, design process or
Goods Specification supplied or agreed by you;

(d) you alter or repair such Goods without our written consent;

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

2.8 These Conditions shall apply to any repaired or replacement Goods supplied by us
under clause 2.5.

3. INDEMNITY

3.1 To the extent that the Goods or any part of the Goods are to be manufactured in
accordance with:

(a) any information, specifications or requirements provided to us by you
(including, where provided by you, the Goods Specification); or

(b) samples or red banded masters agreed between you and us in writing,

you shall indemnify us 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 professional costs and
expenses) suffered or incurred by us in connection with any claim made against us
arising out of or in connection with the use of the Goods, including but not limited to
actual or alleged infringement of a third party’s intellectual property rights. This
clause 3.1 shall survive termination of the Contract.

4. DELIVERY OF GOODS

4.1 Unless otherwise set out in the Order, delivery shall take place FCA Sellers
Premises INCOTERMS 2020 at the premises of Blade Tooling Company set out in
the Order (Delivery Location) and at any time we notify you that the Goods are
ready.

4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery
Location or their being made available to you at the Delivery Location
where delivery takes place FCA Sellers Premises INCOTERMS 2020.

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

4.4 If we fail to deliver the Goods and such failure is not caused by you or an event of
Force Majeure as described at clause 15.1 below then we shall have no liability to
you unless we are in excess of 30 days late.

4.5 If you fail to accept or take delivery of the Goods within 7 days of us notifying you
that the Goods are ready, then except where such failure or delay is caused by our
failure to comply with our obligations under the Contract in respect of the Goods:-

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am
2 days following the day on which we notified you that the Goods were
ready; and

(b) we shall store the Goods until you are able to take physical possession of
the Goods, and charge you for all related costs and expenses (including
insurance).

4.6 If 7 days after we notified you that the Goods were ready for delivery you have not
accepted or taken delivery of them, we may resell or otherwise dispose of part or all
of the Goods and may charge you for any shortfall below the price of the Goods in
addition to any other losses we suffer.

4.7 You shall not be entitled to reject the Goods if we deliver up to and including 5
percent 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 you that the wrong
quantity of Goods was delivered. Any notification or shortfall beyond the scope of
the parameters referred to above must be notified to us within 7 days of delivery.

4.8 We may deliver the Goods by instalments, which shall 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 you to cancel any other
instalment.

5. TITLE AND RISK

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

5.2 Title to the Goods shall not pass to you until we have received payment in full (in
cash or cleared funds) for:

(a) the Goods; and

(b) any other goods that we have supplied to you in respect of which payment
has become due.

5.3 Until title to the Goods has passed to you, you shall:

(a) hold the Goods on a fiduciary basis as our bailee;

(b) store the Goods separately from all other goods held so that they remain
readily identifiable as our property;

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

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

(e) notify us immediately if you become subject to any of the events listed in
clause 12.1(b) to clause 12.1(j); and

(f) give us such information relating to the Goods as we may require from
time to time,

but you may resell or use the Goods in the ordinary course of your business.

5.4 If before title to the Goods passes to you, you become subject to any of the events
listed in clause 12.1(b) to clause 12.1(j), or we reasonably believe that any such
event is about to happen and notify you accordingly, then, provided the Goods have
not been resold, or irrevocably incorporated into another product, and without
limiting any other right or remedy we may have, we may at any time require you to
deliver up the Goods and, if you fail to do so promptly, enter any of your premises or
the premises of any third party where the Goods are stored in order to recover
them.

6. REWORK & REFURBISHMENT SERVICES & MODIFICATIONS AND REWORKED PARTS

6.1 We shall provide the Services to you in all material respects in accordance with the
Order and/or where relevant as more particularly set out in a specification
document attached or referred to in the Order (Services Specification). The Services Specification may include detailed drawings, sketch drawings, process descriptions
and any other relevant information relating to the Services.

6.2 The Services which we provide to you may relate to the reworking or refurbishment
of third party parts or components and we accept no liability whatsoever for any
third party parts or components. Our liability shall extend solely to the provision of
the Services.

6.3 Where we return third party parts or components to you following completion of
the Services then for the purposes of the Contract (subject always to clause 6.2) they
shall be considered Goods for the purposes of the following clauses of these
Conditions: – 4.1, 4.2, 4.3, 4.5, 4.7, 12.3, 13(e).

6.4 We shall use our reasonable endeavours to meet any performance dates and/or
delivery dates for the Services specified in the Order or the Service Specification, but
any such dates shall be estimates only and time shall not be of the essence for the
performance of the Services.

6.5 We shall have the right to make any changes to the Services which are necessary to
comply with any applicable law or safety requirement, or which do not materially
affect the nature or quality of the Services, and we shall notify you in any such
event.

6.6 We warrant to you that the Services will be provided using reasonable care and skill
but shall have no liability whatsoever in relation to any breach of warranty in respect
of the Services where such breach arises as a result of your actions in whole or in
part including but not limited to any defect in the Services Specification or any
Customer Default.

7. YOUR OBLIGATIONS

7.1 You shall:

(a) ensure that the terms of the Order (including where relevant the terms of
any Goods Specification or Services Specification) are complete and
accurate;

(b) co-operate with us in all matters relating to the Goods and Services;

(c) provide us, our employees, agents, consultants and subcontractors, with
such access to your premises as may be required by us to assist with the
provision of the Services and the supply of Goods;

(d) provide us with such information and materials (including where relevant
third party parts or components required in connection with the Services)
as we may reasonably require to supply the Services, and ensure that such
information is accurate in all material respects;

(e) obtain and maintain all necessary licences, permissions and consents which
may be required for the Services before the date on which the Services are
to start and/or for the Goods before the date that the Goods are to be
delivered including but not limited to any export licences and/or military or
governmental licences necessary for the import of the Goods (including
any component parts) from any country of origin and export of the Goods
(including any component parts) to any country of destination or intended
destination; and

(f) keep and maintain all materials, equipment, documents and other
property belonging to us (including where relevant first articles) at
your premises in safe custody at your own risk, maintain the materials in
good condition until returned to us, and not dispose of or use the
materials other than in accordance with our written instructions or
authorisation. All materials shall remain our exclusive property.

7.2 If our performance of any of our obligations in respect of the Services is prevented
or delayed by any act or omission by you or failure by you to perform any relevant
obligation (Customer Default):

(a) we shall without limiting our other rights or remedies have the right to
suspend performance of the Services until you remedy the Customer
Default, and to rely on the Customer Default to relieve us from the
performance of any of our obligations to the extent the Customer Default
prevents or delays our performance of any of our obligations;

(b) we shall not be liable for any costs or losses sustained or incurred by you
arising directly or indirectly from our failure or delay to perform any of our
obligations as set out in this clause 7.2; and

(c) you shall reimburse us on written demand for any costs or losses sustained
or incurred by us arising directly or indirectly from the Customer Default.

8. CHARGES AND PAYMENT

8.1 The price for Goods and/or Services shall be the price set out in the Order. Except as
set out in the Specification or Order, the price of the Goods is exclusive of all costs
and charges of packaging, insurance, transport of the Goods, which shall be paid by
you when you pay for the Goods to the extent that we agree to arrange transport of
the goods on your behalf.

8.2 We reserve the right to increase the price of the Goods or Services, by giving notice
to you at any time before delivery, to reflect any increase in the cost of the Goods or
Services to us that is due to:

(i) any factor beyond our control (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour,
materials and other manufacturing costs);

(ii) any request by you to change the delivery date(s), quantities or
types of Goods or Services ordered, or the Goods Specification or
the Services Specifications; or

(iii) any delay caused by any instructions from you in respect of the
Goods or Services or your failure to give us adequate or accurate
information or instructions in respect of the Goods.

8.3 We shall be entitled to invoice you on or at any time after completion of delivery in
accordance with clause 4.2.

8.4 Where our charges include any element of non recurring costs, we shall be entitled
to invoice you at any time following the date of the Order in respect of the same.
Where the non recurring costs relate to costs of tooling such tooling shall remain
our exclusive property until such time as all non recurring costs are paid in full.

8.5 You shall pay each invoice submitted by us:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by us,
and time for payment shall be of the essence of the Contract.

8.6 All amounts payable by you under the Contract are exclusive of amounts in respect
of value added tax chargeable from time to time (VAT). Where any taxable
supply for VAT purposes is made under the Contract by us to you, you shall, on
receipt of a valid VAT invoice from us, pay to us such additional amounts in respect
of VAT as are chargeable on the supply of the Services or Goods at the same time
as payment is due for the supply of the Services or Goods.

8.7 Without limiting any other of our rights or remedies, if you fail to make any payment
due to us under the Contract by the due date for payment (Due Date), we shall have
the right to charge interest and where applicable compensation on the overdue
amount in accordance with the Late Payment of Commercial Debts (Interest) Act
1998.

8.8 You shall pay all amounts due under the Contract in full without any deduction or
withholding except as required by law and you shall not be entitled to assert any
credit, set-off or counterclaim against us in order to justify withholding payment of
any such amount in whole or in part. We may, without limiting our other rights or
remedies, set off any amount owing to us by you against any amount payable by us
to you.

8.9 We shall be entitled to allocate all payments received from you to the oldest debt
owed by you.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All intellectual property rights of whatever nature and arising anywhere in the world
which apply or arise in connection with the manufacture or supply of the Goods or
supply of the Services shall to the extent not specifically set out in the Goods
Specification or Services Specification with such detail so as to require no further
knowledge or manufacturing input be our sole and exclusive property.

10. CONFIDENTIALITY

You shall keep in strict confidence all technical or commercial know-how,
specifications, inventions, processes or initiatives which are of a confidential nature
and have been disclosed to you by us, our employees, agents or subcontractors, and
any other confidential information concerning our business or products or services
which you may obtain. You shall restrict disclosure of such confidential information
to such of your employees, agents or subcontractors as need to know it for the
purpose of discharging your obligations under the Contract, and shall ensure that
such employees, agents or subcontractors are subject to obligations of
confidentiality corresponding to those which bind you. This clause 10 shall survive
termination of the Contract.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Conditions shall limit or exclude our liability for:

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

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession); or

(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979
(title and quiet possession).

11.2 Subject to clause 11.1:

(a) we shall under no circumstances whatsoever be liable to you, whether in
contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential loss
arising under or in connection with the Contract; and

(b) our total liability to you in respect of all other losses arising under or in
connection with the Contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall in no
circumstances exceed the price paid under the Contract.

11.3 Subject to clause 11.1 we shall have no liability to you where any alleged defect
results from any instructions or information provided by you.

11.4 Except as set out in these Conditions, all warranties, conditions and other terms
implied by statute or common law are, to the fullest extent permitted by law,
excluded from the Contract.

11.5 This clause 11 shall survive termination of the Contract.

12. TERMINATION

12.1 Without limiting our other rights or remedies, we may terminate the Contract with
immediate effect by giving written notice to you if:

(a) you commit a material breach of your obligations under the Contract and
(if such breach is remediable) you fail to remedy that breach within 28 days
after receipt of notice in writing of the breach;

(b) you suspend, or threaten to suspend, payment of your debts or are unable
to pay your debts as they fall due or admit inability to pay your debts or
(being a company) are deemed unable to pay your debts within the
meaning of section 123 of the Insolvency Act 1986 or (being an individual)
are deemed either unable to pay your 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) have any partner to whom
any of the foregoing apply;

(c) you commence negotiations with all or any class of your creditors with a
view to rescheduling any of your debts, or you make a proposal for or
enter into any compromise or arrangement with your creditors;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with your winding up (being a company);

(e) any creditor or encumbrancer of yours 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 your assets and such
attachment or process is not discharged within 14 days;

(f) 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 you (being a company);

(g) a floating charge holder over your assets (being a company) becomes
entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over your assets or a
receiver is appointed over your assets;

(i) any event occurs, or proceedings are taken, in respect of you in any
jurisdiction to which the subject has an effect equivalent or similar to any
of the events mentioned in clause 12.1(b) to clause 12.1(h) (inclusive); or

(j) you suspend, threaten to suspend, cease or threaten to cease to carry on,
all or substantially the whole of your business.

12.2 Without limiting our other rights or remedies, we may terminate the Contract with
immediate effect by giving written notice to you if you fail to pay any amount due
under the Contract on the due date for payment.

12.3 Without limiting our other rights or remedies, we shall have the right to suspend the
supply of Services or all further deliveries of Goods under the Contract or any other
contract between you and us if:

(a) you fail to pay any amount due under the Contract on the due date for
payment; or

(b) you become subject to any of the events listed in clause 12.1(b) to clause
12.1(j), or we reasonably believe that you are about to become subject to
any of them.

12.4 You may terminate the Contract by giving written notice to us if we commit a
material breach of our obligations under the Contract and (if such breach is
remediable) we fail to remedy that breach within 28 days after receipt of your notice
in writing of the breach.

13. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

(a) you shall immediately pay to us all of our outstanding unpaid invoices and
interest and, in respect of Services supplied but for which no invoice has
yet been submitted, we shall submit an invoice, which shall be payable by
you immediately on receipt;

(b) you shall return all of the BTC materials and any documents (including
designs or drawings which relate to the supply of Goods and/or Services
which have not been fully paid for. If you fail to do so, then we may enter
your premises and take possession of them. Until they have been returned,
you shall be solely responsible for their safe keeping and will not use them
for any purpose not connected with the Contract;

(c) the accrued rights and remedies of the parties as at termination shall not
be affected, including the right to claim damages in respect of any breach
of the Contract which existed at or before the date of termination or
expiry;

(d) clauses which expressly or by implication have effect after termination
shall continue in full force and effect; and

(e) you shall immediately pay to us our costs associated with part performance
of the Contract including but not limited to the immediate payment of any
outstanding non-recurring costs, the costs of raw materials purchased in
connection with the Goods and/or Services and all costs associated with
part finished Goods calculated as a percentage of the Goods price which
we consider appropriate in our sole discretion.

14. COMPLIANCE WITH RELEVANT REQUIREMENTS

14.1 You shall:

(a) comply with all applicable laws, statutes, regulations, and codes relating to
anti-bribery and anti-corruption including but not limited to the Bribery Act
2010 (Relevant Requirements);

(b) not engage in any activity, practice or conduct which would constitute an
offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity,
practice or conduct had been carried out in the UK;

(c) have and shall maintain in place throughout the term of the Contract your
own policies and procedures, including but not limited to adequate
procedures under the Bribery Act 2010, to ensure compliance with the
Relevant Requirements and will enforce them where appropriate;

(d) promptly report to us any request or demand for any undue financial or
other advantage of any kind received by you in connection with the
performance of the Contract;

(e) immediately notify us (in writing) if a foreign public official becomes your
officer or employee or acquires a direct or indirect interest in your business
(and you warrant that you have no foreign public officials as officers, employees or direct or indirect owners at the date of the Contract);

(f) annually certify to us in writing your compliance with this clause 14 and all
persons associated with it under clause 14.2. You shall provide such
supporting evidence of compliance as we may reasonably request.

14.2 You shall ensure that any person associated with you who is performing services or
providing goods in connection with any relevant Contract does so only on the basis
of a written contract which imposes on and secures from such person terms
equivalent to those imposed on you in this clause 14 (Relevant Terms). You shall be
responsible for the observance and performance by such persons of the Relevant
Terms, and shall be directly liable to us for any breach by such persons of any of the
Relevant Terms.

14.3 Breach of this clause 14 shall be deemed a material breach under clause 12.1(a).

14.4 For the purpose of this clause 14, the meaning of adequate procedures and foreign
public official and whether a person is associated with another person shall be
determined in accordance with section 7(2) of the Bribery Act 2010 (and any
guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and
section 8 of that Act respectively. For the purposes of this clause 14 a person
associated with you includes but is not limited to your subcontractors.

15. GENERAL

15.1 Force majeure:

(a) For the purposes of these Conditions, Force Majeure Event means an
event beyond our reasonable control including but not limited to strikes,
lock-outs or other industrial disputes (whether involving the workforce of
the party or any other party), failure of a utility service or transport
network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or
direction, accident, breakdown of plant or machinery, fire, flood, storm or
default of suppliers or subcontractors.

(b) We shall not be liable to you as a result of any delay or failure to perform
our obligations under the Contract as a result of a Force Majeure Event.

(c) If the Force Majeure Event prevents us from providing any of the Services
and/or Goods for more than 6 months, we shall, without limiting our other
rights or remedies, have the right to terminate the Contract immediately
by giving written notice to you.

15.2 Assignment and subcontracting:

(a) We may at any time assign, transfer, charge, subcontract or deal in any
other manner with all or any of our rights under the Contract and may
subcontract or delegate in any manner any or all of our obligations under
the Contract to any third party.

(b) You shall not, without our prior written consent, assign, transfer, charge,
subcontract or deal in any other manner with all or any of your rights or
obligations under the Contract.

15.3 Waiver and cumulative remedies:

(a) A waiver by us of any of our rights under the Contract is only effective if it
is in writing and shall not be deemed to be a waiver of any subsequent
breach or default. No failure or delay by us in exercising any right or
remedy under the Contract or by law shall constitute a waiver of that or
any other right or remedy, nor preclude or restrict its further exercise. No
single or partial exercise of such right or remedy shall preclude or restrict
the further exercise of that or any other right or remedy.

(b) Unless specifically provided otherwise, rights arising under the Contract are
cumulative and to not exclude rights provided by law.

15.4 Severance:

(a) If a court or any other competent authority finds that any provision of the
Contract (or part of any provision) is invalid, illegal or unenforceable, that
provision or part-provision shall, to the extent required, be deemed
deleted, and the validity and enforceability of the other provisions of the
Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be
valid, enforceable and legal if some part of it were deleted, the provision
shall apply with the minimum modification necessary to make it legal, valid
and enforceable.

15.5 No partnership: Nothing in the Contract is intended to, or shall be deemed to,
constitute a partnership or joint venture of any kind between any of the parties, nor
constitute any party the agent of another party for any purpose. No party shall have
authority to act as agent for, or to bind, the other party in any way.

15.6 Third parties:

(a) Except as provided in clause 15.6

(b) A person who is not a party to the
Contract shall not have any rights under or in connection with it.

15.7 Variation: Except as set out in these Conditions, any variation, including the
introduction of any additional terms and conditions, to the Contract shall only be
binding when agreed in writing and signed by us.

15.8 Governing law and jurisdiction: 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, English
law, and subject to clause 15.9 the parties irrevocably submit to the exclusive
jurisdiction of the courts of England and Wales.

15.9 LCIA Arbitration: At our option any disputes arising out of or in connection with the
Contract, including any question regarding its existence, validity or termination shall
be referred to and finally resolved by Arbitration under LCIA Rules, which rules are
deemed to be incorporated by reference to this clause. The number of arbitrators
shall be one. The seat or legal place of arbitration shall be London and the language
of arbitral proceedings shall be English.