BILLINGTON BIOENERGY LIMITED - TERMS AND CONDITIONS FOR THE SUPPLY OF WOOD PRODUCTS
1. INTERPRETATION
1.1 Definitions. In these Terms and Conditions, the following definitions apply:
Billington: Billington Bioenergy Limited (registered in England and Wales with company number 09164604).
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Contract: the contract between Billington and the Customer for the sale and purchase of the Product and which comprises the Order Form, these Terms and Conditions and the DIF(s).
Customer: the person or firm who purchases the Product from Billington as set out in the Order Form.
Defaulting Party: has the meaning set out in clause 8.1.
Delivery: has the meaning set out in clause 4.3 and “Delivered” and “Deliveries” shall be construed accordingly
Delivery Information Form or DIF: the delivery information form completed by the Customer in relation to each Delivery Location which forms part of the Contract.
Delivery Location: has the meaning set out in clause 4.1.
Delivery Note: has the meaning set out in clause 4.4.
Delivery Schedule: means the timetable of Pellet Deliveries as set out in the Order Form.
Delivery Tolerance: means a tolerance of plus or minus 20% of the Delivery Volume.
Delivery Vehicle: means the vehicle used by Billington to deliver Product to the Customer.
Delivery Volume: means in relation to each Delivery the weight of Product to be Delivered, as set out in the Delivery Schedule.
ENplus: means the European originating standard for virgin wood pellets.
Force Majeure Event: has the meaning given in clause 10.
Order: the Customer's order for the Product, as set out in the Order Form.
Order Form: the order form which is either attached to these Terms and Conditions or may be otherwise agreed between the parties.
Product: the sawdust and/or wood pellets set out in the Order (or any part of thereof) which may be either bulk blown pellets, bagged pellets and/or bagged sawdust.
Specification: the specification for the Product to be Delivered set out in the Order Form.
Terminating Party: has the meaning set out in clause 8.1.
Terms and Conditions: the terms and conditions set out in this document.
1.2 Construction. In these Terms and 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 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.
1.3 In the event of any inconsistency between these Terms and Conditions and an Order Form, the Order Form shall prevail.

2. BASIS OF CONTRACT
2.1 These Terms and 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 Product in accordance with these Terms and Conditions. The Customer is responsible for ensuring that the Order Form and the DIF are complete, accurate and up to date.
2.3 The Order shall only be deemed to be accepted when Billington issues either a written or an oral acceptance of the Order at which point the Contract shall come into existence.
2.4 Either prior to or as soon as reasonably practicable after the Order has been accepted in accordance with clause 2.3 above, the Customer shall either:
(a) provide Billington with a completed DIF in relation to each Delivery Location; or
(b) where the Customer has already provided a DIF for a previous order in relation to the same Delivery Location the Customer shall confirm whether or not the information contained in that Delivery Form shall apply to this Order.
If the Customer fails to provide an up to date DIF or confirm the use of a previous DIF relating to a Delivery Location within a reasonable time prior to when Delivery is due to that Delivery Location, Billington reserves the right to not Deliver the Product until the DIF has been received. Billington shall not be liable to the Customer in the event Billington refuses to Deliver in accordance with this clause 2.4.
2.5 The Contract shall commence in accordance with clause 2.3 above and continue until all Product has been Delivered, unless terminated earlier in accordance with the provisions of these Terms and Conditions.
2.6 Without prejudice to the provisions of these Terms and Conditions, Billington shall Deliver each Delivery Volume set out in the Order Form in accordance with the Delivery Schedule
2.7 All Product is offered and sold subject to stocks of that Product being available.
2.8 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 Billington which is not set out in the Contract.
2.9 Any samples, drawings, descriptive matter, or advertising produced by Billington shall not form part of the Contract nor have any contractual force.
3. SPECIFICATION
3.1 The Product Delivered by Billington shall meet the Specification.
3.2 Billington reserves the right to amend the Specification at any time if required by any applicable safety, statutory or regulatory requirements.
4. DELIVERY
4.1 Provided the Customer has completed a DIF for a delivery location and subject to clause 4.2, Billington shall deliver the greater of:
(a) enough Product to fill the Customer’s storage facilities; or
(b) the Delivery Volume of Product plus or minus the Delivery Tolerance
to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”) in accordance with Delivery Schedule set out in the Order Form.

4.2 Billington reserves the right to vary the Delivery Volume of Product to maximise efficiencies.
4.3 Delivery of the Product shall be completed on discharge of the Product from Delivery Vehicle at the Delivery Location (“Delivery”). For the avoidance of doubt, Billington’s obligation to Deliver bagged Product is to deliver that Product to the curb or roadside, Billington is under no obligation to ensure that the Product is transported to storage facilities.
4.4 Billington shall ensure that each delivery of the Product is accompanied by a delivery note which shows the weight of Product Delivered the “Delivery Note”.
4.5 On each Delivery, the Customer shall examine the Product and sign for the Delivery prior to the Delivery Vehicle leaving the Delivery Location.
4.6 Any dates set out in the Delivery Schedule are approximate only, and the time of Delivery is not of the essence.
4.7 Billington may refuse to deliver Product if, in its reasonable opinion the Customer’s pellet storage facilities are not described accurately in the DIF. Billington shall not be responsible for any damage caused to the Customer’s premises during an attempted delivery of bulk blown pellets if the Customer’s pellet storage facilities are not as described in the DIF. The Customer shall indemnify Billington against any costs, losses or expenses incurred by Billington during an attempted delivery of bulk blown pellets if the Customer has falsely represented its pellet storage facilities in the DIF.
4.8 Billington shall not be liable for any delay in Delivery of the Product or any failure to Deliver the Product where such delay or failure is caused by:
(a) Billington failing to discharge a Delivery Volume as in Billington’s reasonable opinion there would be health and safety issues at the Delivery Location that is not reflected in the DIF, for example the Delivery Vehicle having to park on a blind corner;
(b) the Customer’s failure to provide or confirm the use of a DIF in accordance with clause 2.4; or
(c) the Customer’s Boiler at the Delivery Location not being turned off for a sufficient period of time before Delivery of the Product; or
(d) Billington being unable to discharge the Delivery Volume due to insufficient space in the Customer’s pellet storage facilities; or
(e) Billington refusing to deliver in accordance with clause 4.7; or
(f) the couplings or other equipment or parts comprising the Customer’s pellet storage facilities being inefficient, defective or not meeting industry standards; or
(g) any failure of the Customer preventing unloading; or
(h) the Customer not being present at the Delivery Location where they are required to be present in order for Billington to Deliver the Product; or
(i) the information in the DIF being inaccurate or not up to date; or
(j) the Customer's failure to provide Billington with adequate delivery instructions or any other instructions that are relevant to the supply of the Product; or
(k) breakdown of the Delivery Vehicle; or
(l) the driver of the Delivery Vehicle would be in breach of health and safety legislation, for example being out of hours to drive the Delivery Vehicle; or
(m) a Force Majeure Event.
4.9 Without prejudice to clause 4.2, if Billington fails to deliver some or all of the Product:
(a) Billington’s liability shall be limited to the costs and expenses incurred by the Customer in obtaining alternative Product to be used by the Customer until Billington makes a further delivery. Such costs to be limited to the cost of Product of similar description and quality in the cheapest market available, less the price of the Product; and
(b) where such Delivery is a delivery of bulk-blown pellets, Billington shall use reasonable endeavours to provide the Customer with a supply of bagged pellets which meet the Specification until a further bulk-blown delivery can be made.

4.10 If the Customer fails to accept delivery of the Product or the Product is not Delivered for one or more of the reasons set out in clause 4.8(a) to (l) then the Customer shall reimburse Billington for any costs, losses and expenses (including loss of profit) incurred by Billington as a result of such failed delivery.
4.11 In the event Billington Delivers enough Product to fill the Customer’s storage facilities, but in Billington’s reasonable opinion the Delivery Volume is significantly higher than the amount of Product Billington could actually Deliver, then Billington reserves the right to recover from the Customer any costs, losses, expenses that Billington incurs as a result of delivering such a lower amount together with any profit that Billington would have received on the difference between the Delivery Volume and the amount of Product actually Delivered and adjust the price of the Product on written notice to the Customer.
4.12 The Customer may not cancel an Order without Billington’s agreement. Such agreement shall only be given by Billington if the Customer indemnifies Billington against all costs, losses (including loss of profit), expenses, damages and charges incurred by Billington as a result of such cancellation.
4.13 The Customer shall and shall take reasonable precautions to ensure that others at the Delivery Locations keep a safe distance away from the Delivery Vehicle and any equipment used to discharge Product on Delivery.
4.14 Unless otherwise agreed between the parties, Billington shall not use active dust suppression methods on Delivery at the Delivery Location. The Customer acknowledges that airborne dust may be created during Delivery.
5. FAILURE TO COMPLY WITH SPECIFICATION
5.1 Billington shall deal with any complaint the Customer may have in relation to the quality or Specification of any Product Delivered in accordance with the procedure set out in the ENplus guidelines as overseen by the European Pellet Council.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to Billington within seven days of Delivery that some or all of the Product do not comply with the Specification; and
(b) Billington is given a reasonable opportunity to perform site inspections, examine and test such Product,
if Billington agrees that the Product Delivered do not meet the Specification, Billington shall, at its option, replace such Product, or refund the price of the out of Specification Product in full.
5.3 Billington shall not be liable for Product' failure to comply with the Specification in any of the following events:
(a) on Delivery the Product is mixed in storage facilities with other Product of a weight of least 10% of the Delivered Product;
(b) unless Billington agrees otherwise, the Customer makes any further use of such Product after giving notice in accordance with clause 5.2;
(c) the Customer has used 20% or more of the Product Delivered;
(d) the Customer’s pellet storage facilities or the Delivery Location do not meet the requirements of ENplus guidelines for proper storage of bulk pellets;
(e) the defect arises as a result of the Customer’s wilful damage or negligence; or
(f) without prejudice to clause 3.2, the Product differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
(g) the Product Delivered is bagged and it is left outside for any period of time after Delivery.
5.4 Except as provided in this clause 5, Billington shall have no liability to the Customer in respect of the Product's failure to comply with the Specification.
5.5 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.

5.6 These Terms and Conditions shall apply to any replacement Product supplied by Billington.
6. TITLE AND RISK
6.1 The risk in the Product shall pass to the Customer on completion of Delivery.
6.2 Title to the Product shall not pass to the Customer until the later of (i) completion of Delivery; or (ii) Billington receiving payment in full for the Product and any other Product that Billington has supplied to the Customer in respect of which payment has become due. Billington reserves the right to sell the Product to a third party until title has passed to the Customer.
6.3 Until title to the Product has passed to the Customer, the Customer shall:
(a) where the Product supplied is bagged rather than bulk blown, store the Product separately from all other Product held by the Customer so that they remain readily identifiable as Billington's property;
(b) where the Product supplied is bagged rather than bulk blown pellets, not remove, deface or obscure any identifying mark or packaging on or relating to the Product;
(c) maintain the Product in satisfactory condition and keep it insured against all risks for their full price from the date of Delivery;
(d) notify Billington immediately if it becomes subject to any of the events listed in clause 8.2;
(e) give Billington such information relating to the Product as Billington may require from time to time;
(f) allow Billington access to either the Delivery Location or such other location where the Product is stored to recover the Product.
6.4 If before title to the Product passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy Billington may have, Billington may at any time:
(i) require the Customer to deliver up all Product in its possession which has not been mixed with any Product supplied by an alternative supplier; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Product is stored in order to recover them.
7. PRICE AND PAYMENT
7.1 The price of the Product Delivered shall be the price set out in the Order Form multiplied by the weight set out in the Delivery Note.
7.2 Billington may, by giving notice to the Customer at any time before Delivery, increase the price of the Product to reflect any increase in the cost of the Product that is due to:
(a) any factor beyond Billington's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in materials and other manufacturing costs);
(b) any request by the Customer to change the Delivery Schedule, Delivery Volume or Delivery Location; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give Billington adequate or accurate information or instructions.
7.3 The price of the Product is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Billington, pay to Billington such additional amounts in respect of VAT as are chargeable on the supply of the Product. Billington may send the Customer a pro-forma invoice before Delivery.
7.4 Unless Billington has required the Customer to pay for the Product Delivered prior to Delivery then Billington may invoice the Customer for the Product on or at any time after the completion of Delivery.
7.5 Where Billington has required the Customer to pay for Product prior to Delivery and:

(a) the cost of the Product Delivered is more than the amount already paid by the Customer then the Customer shall immediately pay the difference on request from Billington; or
(b) the cost of the Product Delivered is less than the amount already paid by the Customer then Billington will as soon as is reasonably practicable refund the difference or the parties may agree that Billington shall retain the remaining amount which may be used by the Customer in relation to a future Delivery.
7.6 Where Billington has not required the Customer to pay for the Product Delivered prior to Delivery, the Customer shall pay the invoice in full and in cleared funds in accordance with the payment terms set out in the Order Form. Payment shall be made either by cheque made payable to Billington Bioenergy Ltd and crossed ‘account payee only; or to the bank account set out on the invoice. Time of payment is of the essence.
7.7 If the Customer fails to make any payment due to Billington under the Contract by the due date for payment, then:
(a) All unpaid balances owing to Billington from the Customer shall become immediately due and payable; and/or
(b) Billington may charge the Customer interest on the overdue amount at the rate provided in the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue 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; and/or
(c) Billington may suspend future deliveries under the Contract until the Customer makes payment of the full amounts owing; and/or
(d) Billington may by notice to the Customer terminate the Contract.
7.8 If the Customer becomes subject to any of the events listed in clause 8.2, all unpaid balances owing to Billington from the Customer shall become immediately due and payable.
7.9 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). Billington 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 Billington to the Customer.
8. TERMINATION AND SUSPENSION
8.1 If either the Customer or Billington (the “Defaulting Party”) becomes subject to any of the events listed in clause 8.2, the other party (the “Terminating Party”) may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2 For the purposes of clause 8.1, the relevant events are:
(a) the Defaulting 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 (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 Defaulting 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;
(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 Defaulting Party, other than for the sole purpose of a scheme for a solvent amalgamation of the Defaulting Party with one or more other companies or the solvent reconstruction of the Defaulting Party;
(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 Defaulting Party;
(e) (being a company) the holder of a qualifying floating charge over the Defaulting Party's assets has become entitled to appoint or has appointed an administrative receiver;

(f) a person becomes entitled to appoint a receiver over the Defaulting Party 's assets or a receiver is appointed over the Defaulting Party 's assets;
(g) (being an individual) the Defaulting Party is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Defaulting 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 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 Defaulting Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a) to clause 8.2(f) (inclusive);
(j) the Defaulting Party suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Defaulting Party 's financial position deteriorates to such an extent that in the Terminating Party's reasonable opinion the Defaulting Party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Defaulting Party 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.
8.3 Without limiting its other rights or remedies, Billington may suspend provision of the Product under the Contract or any other contract between the Customer and Billington if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(l), or Billington 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.
8.4 On termination or suspension of the Contract for any reason the Customer shall immediately pay to Billington all of Billington's outstanding unpaid invoices and interest.
8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Terms and Conditions shall limit or exclude Billington'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;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for Billington to exclude or restrict liability.
9.2 Under the Contract, the Customer is a buyer who deals as a consumer, nothing in these Terms and Conditions shall affect the Customer’s statutory rights.
9.3 Nothing in these Terms and Conditions shall affect the Customer’s duty to mitigate its losses.
9.4 Subject to clause 9.1:
(a) Billington 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) Billington's total liability to the Customer 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 total price for the Product payable under the Contract; and
(c) Without prejudice to clause 9.4(b) Billington's total liability to the Customer in respect of any individual claim under the Contract shall not exceed the price for the payable by the Customer for the largest Delivery Volume under the Contract.
10. 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, road traffic accident, fuel shortages, 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 including a Delivery Vehicle, 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 adverse weather conditions including but not limited to snow or ice, Delivery Vehicle driver illness or default of suppliers or subcontractors.
11. GENERAL
11.1 Assignment and other dealings.
(a) Billington 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 the prior written consent of Billington.
11.2 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 to the address set out in clause 11.3 below 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) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(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.
11.3 Contact details.
(a) Billington’s contact details are as follows:
Billington Bioenergy
Cunard Building,
Liverpool,
L3 1EL
T: 0330 9950270
E: bioenergy@bbe.uk.com
(b) The Customer’s contact details are set out in the Order Form

11.4 Advice. While Billington’s employees and agents may on request give the Customer advice which they believe to be sound, they have no legal duty of care to the Customer and no authority to give any guarantee or make any statement or representation in relation to the Product by way of advice which is binding on Billington or them.
11.5 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 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.
11.6 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.
11.7 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.8 Variation. Except as set out in these Terms and Conditions, no variation of the Contract other than in relation to the Order, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Billington. Variation to the terms of the Order may be agreed orally or in writing by the parties.
11.9 Governing law. 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.
11.10 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 Contract or its subject matter or formation (including non-contractual disputes or claims).