FEBRUARY 2022 | TERMS & CONDITIONS, EMEA

1. INTERPRETATION
1.1. In this Agreement, the following expressions will have the following meanings unless the context otherwise requires:

“Agreement” means this Agreement and any statement(s) of work entered into for the provision of Services in the Territory.

“Acceptance” means Products accepted by TES for the Services in accordance with the procedures set out in either the SOW, Service Order, or in the Quote provided by TES.

“Business Day” means any day other than a Saturday or Sunday or a bank or public holiday in the country where the Services are performed.

“Client” means the individual, corporation, partnership, limited liability company, firm, association, joint venture, trust, unincorporated organization, government, governmental body, agency, political sub-division, or other entity to whom Services are provided in the Territory.

“Client Group Company” means the Client and any entity that owns or controls, is owned or controlled by or is or under common control or ownership with the Client, where “control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

“Client Personal Data” means Personal Data that is received or collected by TES or a sub- processor of TES from or at the direction of the Client or Client Group Company and is processed by TES or a sub- processor of TES on behalf of the Client pursuant to this Agreement.

“Commencement Date” means the date specified as the Commencement Date in a SOW, Service Order, or Quote.

“Confidential Information” means all information in respect of a party’s business including, but not limited to, Client or TES information, finances, know-how or other matters connected with the Products or Services.
 
“Data Protection Legislation”: means:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data, including without limitation, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any amendments, replacements, re-enactments or replacements of them;

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of personal data.

“Effective Date” means the date upon which the Client accepts this Agreement by signing a SOW, Service Order, or a Quote provided by TES or if sooner, the date on which Supplier starts supplying Services to Client.

“EMEA” means the geographical division comprising Europe, Middle East, and Africa.

“Excluded Products” means products other than the Products, including without limitation, those Products and Materials specified or defined as ‘Excluded Products’ in a SOW, Service Order, or Quote.

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679).

“Intellectual Property Rights” means all intellectual and industrial property rights including patents, know-how, registered trademarks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions.

“Laws” means all laws and regulations applicable to a party and any other regulations, requirements, stipulations, or conditions made by any organisation or association to which such party may be subject from time to time.

“Materials” means any Products that are not generally considered an item for ITAD reporting purposes including, but not be limited to, end of life batteries, miscellaneous computer component parts and Products such as keyboards, mice, computer cables, video adapter/interfaces, motherboards, and network interface cards.

“Premises” means the Client premises specified in a SOW or in a Quote provided by TES to where the Products or Materials will be delivered or where the Services will be performed.

“Price” means the price for the Services set out in a SOW, Service Order, or in a Quote provided by TES.

“Products” means all electrical and electronic equipment, primarily computer equipment, accepted by TES for processing pursuant to the terms of this Agreement which may include, without limitation, computers, servers, monitors, terminals, printers, copiers, fax machines, scanners, networking equipment, uninterruptible power supplies, batteries, data storage devises, telephone systems, smart phones, individual hard disk drives, backup tapes, and other Products that may contain sensitive information as detailed in a SOW, Service Order or Quote.

“Quote” means a quotation from TES giving the agreed fixed price for the provision of the Services to the Client.

“Service Order” means a work order mutually acceptable to TES and the Client for the provision of the Services. Service Orders are to be provided to TES based on a SOW or a Quote on an as-needed basis via email, fax, or web portal.

“Services” means the services (including any part thereof) to be performed by TES as set out in a SOW, Service Order, or Quote.

“Specification” means the technical specifications and descriptions for the Products and all information which explains the structure, design and material composition of the Products, including without limitation, details of any hazardous substances or any other potential hazard.

“SOW” means any statement(s) of work entered into confirming, without limitation, the scope of the Services to be provided by TES, the service levels, the price of the Services and any part thereof and any additional terms that may apply to the Services.

“Territory” means EMEA.

“TES” means [Complete with name of contracting TES company] and any TES Affiliate or TES Partner.

“TES Affiliate” means any entity that owns or controls, is owned or controlled by or is or under common control or ownership with TES, where “control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

“TES Partner” means any partnership, individual, corporation, limited liability company, firm, association, or other entity who provides Services to the Client for or on behalf of TES.

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

2. SERVICES
2.1 TES will provide the Services in the Territory as may be ordered by the Client from time to time in accordance with a SOW, Service Order, or Quote.

2.2 TES will use best endeavours to perform and provide the Services to the standards set out in any SOW, Service Order, or Quote and using reasonable skill, care, and diligence and in accordance with all applicable Laws.

2.3 If TES needs to make any changes to the Services and/or the provision of the Services, which (a) are necessary to comply with any applicable safety requirements and/or Laws, or (b) do not materially affect the nature or quality of the Services, TES will notify the Client of such changes in advance of their implementation and, where any such changes would have a material effect on the Services, obtain the Client’s prior approval.

2.4 If TES is prevented from performing, or hindered in the performance of, the Services due to any act or omission of the Client or its employees, agents, or contractors, including without limitation, any breach of the Client’s obligations under this Agreement, TES will promptly notify the Client of such circumstances and TES will not be liable for any failure to perform, or any delay in the performance of, the Services.

3. SOW /SERVICE ORDER/ QUOTE
TES will offer the Services in the Territory as indicated in a SOW, Service Order, or Quote.

4. CLIENT’S OBLIGATIONS
4.1 The Client will comply with all its obligations in a SOW, Service Order, or Quote in a reasonable and timely manner.

4.2 Without prejudice to the foregoing, the Client will at all times:

4.2.1 provide TES with timely and reasonable instructions and directions in relation to the carrying out of the Services;
4.2.2 respond promptly to requests for information or directions which TES requests in order to carry out the Services;
4.2.3 notify and consult with TES immediately in the event that the Client becomes aware of any problems or potential problems arising in relation to the performance of the Services;
4.2.4 not, at any time, obstruct the provision by TES of the Services or do any act which would jeopardise or increase the cost to TES of the provision of the Services;
4.2.5 obtain and maintain in force all memberships, licences, registrations, approvals, consents or qualifications necessary to perform its obligations under this Agreement or otherwise in respect of the Services; and
4.2.6 comply with all applicable Laws.

5. PRICE AND PAYMENT
5.1 The Price for the Services will be the prices agreed between the parties as set out in the SOW, Service Order, or Quote and is exclusive of any value added tax or other applicable sales tax or duty.

5.2 TES and the Client will review the Price from time to time in accordance with the SOW, Service Order, or Quote. TES will be entitled to increase the Price following any agreed changes in the SOW, Service Order, or Quote.

5.3 Invoicing and payment will be as set out in the SOW, Service Order, or Quote. Depending on the nature of the Services, TES may invoice the Client for the Price payable for the Services on an agreed invoicing date as set out in the SOW, Service Order, or Quote. Payment is due in the currency set out in the SOW, Service Order, or Quote.

5.4 Payment will not be deemed to have been received until a party has received cleared funds.

5.5 All sums payable under this Agreement will become due immediately upon termination of this Agreement.

5.6 Unless otherwise agreed by the parties in writing, all payments to be made under this Agreement will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim.

5.7 If any Client Group Company fails to pay on the due date any amount which is payable to TES under this Agreement then, without prejudice to section 12: (a) that amount will bear interest from the due date until payment is made in full, both before and after any judgment, at the current statutory rate from time to time in the territory where TES is based; and (b) TES will be entitled to suspend performance of the Services, or any part of the Services, until the outstanding amount has been received from the relevant Client Group Company in cleared funds.

6. RISK AND TITLE
6.1 TES will bear the risk of loss or damage to the Products or the Materials during their delivery to and from the Premises and/or end customer.

6.2 The relevant Client Group Company will bear the risk of loss or damage to the Products or the Materials whilst the Products or Materials are in the Premises. TES will have no liability for the risk of loss or damage to Products or Materials in the Client’s possession or under its control.

6.3 Unless otherwise stated in a SOW, Service Order, or Quote title in the Products or Materials will transfer to TES upon physical receipt of the Products or the Materials.

7. CONFIDENTIALITY
7.1 The parties will comply with any existing non-disclosure agreement between them. If no such agreement exists, the parties agree not to (i) use any trade name, trademark, service mark, logo, commercial symbol, or any other proprietary rights of the other party in any manner (including in any client list, press release, advertisement or promotional material), or (ii) make or publish any statement relating to, or disclose to any person, firm, company or organisation any Confidential Information (whether written or oral) of the other which it has obtained or received as a result of the discussions leading up to or the entering into, or obtains or receives in performance of, this Agreement, nor to make or publish any statement relating to, or disclose any Confidential Information of the other in whole or in part to any other person without the other’s written consent, save to those of its employees, agents and sub-contractors involved in the implementation of the Agreement and who have a need to know the same

7.2 Each party will use the Confidential Information of the other solely in connection with the performance of this Agreement and not otherwise or for the benefit of any third party, and will procure that its employees, agents, and sub-contractors will maintain the Confidential Information in strict confidence and will not use the same at any time for any purpose except in performance of their duties pursuant to this Agreement.

7.3 The provisions of sections section 7.1 and 7.2 will not apply to the whole or any part of the Confidential Information which is (a) lawfully obtained after the Effective Date free of any duty of confidentiality otherwise than directly or indirectly from the other party to this Agreement; (b) already in the other party’s possession other than as a result of a breach of this section 7; (c) demonstrably in the public domain (other than as a result of a breach of this section 7); (d) necessarily disclosed pursuant to a statutory or regulatory obligation but then only to the extent of such required disclosure; (e) disclosed to the professional advisers, lawyers, auditors bankers, of each party under terms of confidentiality; (f) and to Client Group Companies or (g) disclosed with prior written consent of the other party.

7.4 Subject to section 7.3, the provisions of this section 7 will continue to apply after the termination of this Agreement for 2 years.

8. DATA PROTECTION
8.1 Each party undertakes, without limitation, to comply with its obligations under Data Protection Legislation. When used herein, the terms Data Controller, Data Processor, Personal Data Breach, Data Subject, Personal Data, and International Organization have the meanings as defined in the Data Protection Legislation.

8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the relevant Client Group Company is the Data Controller and TES is the Data Processor in respect of Client Personal Data. Section 8.3 sets out the scope, nature, and purpose of processing by TES, the duration of the processing and the types of Client Personal Data and categories of Data Subject. The relevant Client Group Company shall ensure that it has all necessary appropriate consents and notices in place and is following Data Protection Legislation and other applicable laws to enable lawful transfer of the Personal Data to TES and the continued processing by TES for the duration and purposes of this Agreement.

8.3 The Client Personal Data to be processed by TES for the duration of this Agreement is as follows: full names; postal addresses; email addresses; and telephone numbers of end customers of the relevant Client Group Company or as specified in relevant SOW or Service Order. For online sales only, the relevant Client Group Company will pass the end customers name, address & telephone number, so TES can import into delivery carrier, for the sole purpose of shipping Products or Materials. TES will only send fulfillment data back to the relevant Client Group Company. The purpose of processing Client Personal Data will otherwise be to perform the Services and carry out TES obligations under the relevant SOW or Service Order. The duration of processing will be for the duration of the relevant SOW or Service Order.

8.4 TES shall, in relation to any Client Personal Data processed in connection with the performance by TES of its obligations under this Agreement:

8.4.1 process that Personal Data only on the written instructions of the relevant Client Group Company unless TES is required by the laws applicable to TES (including Data Protection Legislation) to process Personal Data (Applicable Laws) and notify the relevant Client Group Company if any instructions infringe Data Protection Legislation. Where TES is relying on Applicable Laws as the basis for processing Personal Data, TES shall promptly notify the relevant Client Group Company of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit TES from so notifying the relevant Client Group Company;

8.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Client Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Client Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;

8.4.3 ensure that all TES staff, contractors, employees, agents, and representatives who have access to and/or process Client Personal Data are obliged to keep the Client Personal Data confidential;
 
8.4.4 not transfer any Client Personal Data outside of the European Economic Area or to an International Organisation unless the prior written consent of the relevant Client Group Company has been obtained and the following conditions are fulfilled:(a) the relevant Client Group Company or TES has provided appropriate safeguards (which may include use of Standard Contractual Clauses adopted by the relevant supervisory authority) in relation to the transfer, or the country or territory or International Organisation (as applicable) to which the Personal Data is transferred is the subject of a positive decision of adequacy by the relevant UK or European supervisory authority; (b) the Data Subject has enforceable rights and effective legal remedies;(c) TES complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Client Personal Data that is transferred; and(d) TES complies with documented instructions notified to it in advance by the relevant Client Group Company with respect to the processing of the Client Personal Data;
 
8.4.5 assist the relevant Client Group Company, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
 
8.4.6 notify the relevant Client Group Company without undue delay on becoming aware of a Personal Data breach relating to Client Personal Data;
 
8.4.7 at the written direction of the relevant Client Group Company, delete or return Client Personal Data and copies thereof to the relevant Client Group Company on termination of the agreement unless required by Applicable Laws to store the Personal Data;
 
8.4.8 only authorise a third party (sub-processor) to process the Personal Data if: (a) the Customer provides written approval prior to the appointment of each sub-processor which approval may be set out in the relevant SOW or Service Order or otherwise agreed in writing by the Customer, or where TES is relying on a general authorisation from the Customer, the Customer is provided with an opportunity to object to the appointment of each sub-processor after TES informs the Customer of any intended changes concerning the addition or replacement of sub-processors; (b) TES enters into a written contract with the sub-processor that contains terms substantially the same as those set out in this clause 8.4, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Customer's written request, provides the Customer with copies of the relevant excerpts from such contracts. TES shall remain fully liable to the Customer for the performance of the sub-processor’s obligations; and
 
8.4.9 maintain accurate records and information to demonstrate its compliance with this section 8 and allow for audits by the Client or the relevant Client Group Company's designated auditor.
 
9. FORCE MAJEURE
9.1 Neither party to this Agreement will be in breach of this Agreement or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to an event which is beyond that party’s reasonable control, including (without limitation) industrial disputes, acts of God, fire, flood, epidemics (including COVID-19); quarantine restrictions; freight embargoes, storm, war, terrorism, civil commotion, malicious damage, compliance with Laws, accident, breakdown of plant or machinery, or default of TES’ contractors ( a “Force Majeure Event”).
 
9.2 If the Force Majeure Event in question continues for more than 3 months, either party may terminate this Agreement by 3 months written notice. The notice to terminate must specify the termination date, which must not be less than 10 Business Days after the date on which the notice expires is given, and once such notice has been validly given, this Agreement will terminate on that termination date.

10. LIMITATION OF LIABILITY
10.1
Neither party excludes its liability (if any) to the other party: (a) for personal injury or death resulting from its negligence; or (b) for breach of consumer protection legislation, regulations, and codes of practice; or (c) for fraud; or (d) for any matter which it would be unlawful for a party to exclude or to attempt to exclude its liability.
 
10.2 Subject to sections 10.1 and 10.3 , TES’s maximum aggregate liability under this Agreement whatsoever (including without limitation under any SOW, Service Order, or Quote) (whether in contract, tort (including negligence), breach of statutory duty, restitution under any indemnity or otherwise) for any injury, death, damage or loss howsoever caused will be limited to the greater of (a) €1,000,000 (one million euros); or (b) the Price for the Services received by TES during the course of this Agreement, whichever is higher.
 
10.3 Subject to section 10.1, neither party will be liable under this Agreement whatsoever (including without limitation under any SOW, Service Order, or Quote) (whether in contract, tort (including negligence), breach of statutory duty, restitution under any indemnity or otherwise) for any loss of revenue, loss of actual or anticipated profits, loss of business, loss of opportunity, loss of goodwill, loss of, damage to or corruption of data or any indirect or consequential loss or damage howsoever caused whether or not the other party has been advised of the possibility of such damage.
 
11. TERM/TERMINATION

11.1 The Agreement will begin on the Effective Date and will continue until terminated in accordance with this section 11.

11.2 Either party may terminate this Agreement in full or any SOW, Service Order, or Quote by giving to the other party not less than ninety (90) days’ written notice.

11.3 Either party may by written notice served on the other terminate this Agreement immediately if the other party (a) is in breach of any material term of this Agreement and, the other party fails to remedy such breach within 30 Business Days’ service of a written notice from the party not in breach, specifying the breach and requiring it to be remedied; or (b) becomes bankrupt, insolvent, summons a meeting of or enters into any arrangement with its creditors, makes a proposal for or becomes subject to any voluntary arrangement, is unable to pay its debts, has a receiver, manager or administrative receiver appointed over any of its assets, undertakings or income, has passed a resolution for its winding up or has a petition presented for winding up, has a provisional liquidator appointed or has an administrator appointed in respect of it; or (c) has any distrait, execution or other process levied or enforced on any of its property or ceases or threatens to cease to trade; or the equivalent of any of the above occurs to the other party under the jurisdiction to which that party is subject.

11.4 The rights to terminate this Agreement given by this section 11 will not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

12. CONSEQUENCES OF TERMINATION
12.1 Upon termination of this Agreement howsoever arising: (a) TES may invoice the relevant Client Group Company for any Services performed under this Agreement up to the date of termination and the relevant Client Group Company will pay such invoice in accordance with this Agreement; (b) each party will promptly return to the other party all property, materials and documentation of the other and/or that incorporates the other party’s Intellectual Property Rights and/or Confidential Information; and (c) TES and the relevant Client Group Company will agree what should happen to any unprocessed Products and Materials in TES’s possession at the date of termination. Where the parties are unable to reach such agreement, TES may return such Products and Materials to the relevant Client Group Company at the Client Group Company’s cost and expense.

12.2 Termination of this Agreement for any reason is without prejudice to any rights or obligations which have accrued prior to termination, and any provisions which are expressly or by implication intended to survive such termination.

13. ANTI-BRIBERY AND ANTI-CORRUPTION
Each party warrants that, in connection with the performance of this Agreement, it will at all times (and where applicable, ensure that its employees will at all times):(i) comply with all applicable anti bribery and corruption laws;(ii) not engage in any activities that are punishable under criminal law (including any criminal economic activities), or that are in violation of applicable Laws or standards in connection to the initiation and performance of this Agreement;(iii) comply with all applicable anti-money laundering laws concerning or relating to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto during the term of this Agreement; (iv) not, directly or indirectly, offer, promise or give any financial or other advantage to, nor request, agree to receive or accept such an advantage from, any other person, intending to obtain or retain business or any advantage in the conduct of its business; or (v) be excluded from any sanctions list of any member of EMEA, including without limitation, the European Union, a member state of the European Union, the United Kingdom or the United Nations, nor subject to a corresponding embargo, and shall ensure that the execution of this Agreement does not otherwise violate export control regulations. In the event that either party or any of its employees, has breached any provision of this section 14, and to the extent permitted by applicable Laws, it shall indemnify the other party and hold such party harmless from and against any claims, costs, fines, losses, damages, liabilities and expenses, howsoever arising out of or in connection with such breach; and it may, without prejudice to any other rights it may have, (a) withhold any or all payment or Services (as applicable) due to, or to be performed for the breaching party and/or (b) give notice under section 11 to terminate this Agreement with immediate effect and/or suspend this Agreement with immediate effect.

14. NATURE OF AGREEMENT
14.1 This Agreement contains all the terms which the parties have agreed in relation to the transactions provided for by this Agreement to the exclusion of all other terms and conditions, including the Client’s standard conditions. Neither party has been induced to enter into this Agreement by a statement or promise which it does not contain. This will not exclude any liability which a party would otherwise have to the other party in respect of any statement made fraudulently by that party prior to the date of this Agreement.

14.2 TES may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under this Agreement. However, this Agreement is personal to the Client who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under this Agreement without TES’s prior written consent, such consent not to be unreasonably withheld or delayed.

14.3 If any condition or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Agreement and will be ineffective without, as far as is possible, modifying any other provision or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect.

14.4 Any failure or delay by either party in exercising any right, power or remedy under this Agreement will not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by a party of any right, power or remedy under this Agreement will not in any circumstances preclude any other or further exercise of it, or the exercise of any right, power or remedy.

14.5 No variation of this Agreement will be valid unless in writing signed by a director or duly authorised representative of each of the parties. Any other attempt to amend this Agreement shall be null and

14.6 TES and Client (including any Client Group Company) are independent contractors. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties. Neither party will be entitled to act for or bind the other in any manner, except to the extent expressly set out in this Agreement.

15. NOTICES
15.1 Any notice, demand, or communication in connection with this Agreement will be in writing and may be delivered by hand, first class post, Special Delivery post or Airmail (but not by email or facsimile), addressed to the recipient at its registered office or such other address as the recipient has notified to the sender from time to time in accordance with this section 15.

15.2 A notice will be deemed to have been duly served: (a) if delivered by hand, when left at the proper address for service; (b) if given by prepaid first class post or Special Delivery post, 2 Business Days after being posted or if given by Airmail, 10 Business Days after being posted; provided that, where in the case of delivery by hand, such delivery occurs either after 4.00 p.m. on a Business Day, or on a day other than a Business Day, service will be deemed to occur at 9.00 a.m. on the next following Business Day (such times being local time at the address of the recipient).

16. RIGHTS OF THIRD PARTIES
The parties to this Agreement do not intend that any of its terms will be enforceable by any person not a party to it whether by virtue of statute or otherwise howsoever arising.

17. DISPUTE RESOLUTION, LAW AND JURISDICTION
17.1 In the event of any dispute or difference arising between the parties in respect of any matter connected with this Agreement (“Dispute”), TES and the Client will work together in good faith to try to resolve the Dispute. If such Dispute is not resolved within thirty (30) days either party may refer the Dispute for resolution by arbitration the English language in accordance with the Arbitration Rules and Procedures of the International Chamber of Commerce then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement.

17.2 The formation, existence, construction, performance, validity, and all aspects whatsoever of this Agreement or of any term of this Agreement will be governed by the law of the territory where the TES entity which issued the SOW or Quote is located without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods, and the parties agree to submit to the jurisdiction of the courts of such territory.