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Terms & Conditions

Legal Identity

This website is owned and operated by:
Maine Furniture Co Ltd
Registered UK Office;
Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA

Company registration number: 8942486

If you need to contact us, please email us at:

Throughout the website, we reserve the right to refer to 'the company' or 'Maine Furniture Co' as 'Maine'


"The Seller" means Maine Furniture Co Ltd
"The Buyer" means the person, partnership, firm or company which places the order with the seller.
"The goods" means the article, things or items described in the order.
"The Order" means the order placed by the buyer for the supply of the goods.
Maine reserves the right to change these terms and conditions from time to time without notice to you and the changes will take place on the day they are posted. Any such changes will be posted on our website, and they overwrite any previous, becoming applicable to existing Buyers.


Welcome to the Maine Furniture Co website terms and conditions ("Terms"). Privacy, security, confidentiality and great customer service are important to us. The following Terms endeavour to make our website a safe and easy place to shop. These Terms apply to the use of this Website and the supply of Products through the Website and by accessing this Website and/or placing an order for Products you agree to be bound by the Terms set out below. If you do not agree to be bound by these Terms please do not use our Website.

Before you place an order with us, if you have any questions relating to these Terms please contact our Customer Services team at 

We amend these Terms from time to time. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 08.03.2021.


1.1 Who We are. We are Maine Furniture Co Ltd, a company registered in England and Wales. Our company registration number is 08942486 and our registered office is at Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA. Our registered VAT number is GB227568385.

1.2 How to contact Us. You can contact us by writing to Us at or The Customer Service Manager, Maine Furniture Co Ltd, Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA

1.3 How We may contact You. If We have to contact You We will normally do so by by writing to You at the email address provided in your order but may also contact You by telephone or post using the telephone number or postal address provided in your order.


"Personal Information" means the details provided by You on registration;
"Product" means a product displayed for sale on the Website;
"We/Us" means Maine Furniture Co Ltd
"Website" means the website located at or any subsequent URL which may replace it;
“Writing” or “Written” includes emails;
"You" means a user of this Website.


2.1 Access

You are provided with access to this Website in accordance with these Terms and any orders placed by You must be placed strictly in accordance with these Terms.

2.2 Registration

2.2.1 By registering as a user of our Website, You warrant that:

(a) the Personal Information which You provide when You register as a user is true, accurate, current and complete in all respects; and
(b) You will notify Us immediately of any changes to the Personal Information by contacting our Customer Services team by email at

2.2.2 You agree not to impersonate any other person or entity or to use a false name or a name that You are not authorised to use.

2.2.3 We reserve the right to modify or withdraw, temporarily or permanently, this Website (or any part thereof) with or without notice to You and We shall not be liable to You or any third party for any modification to or withdrawal of the Website.


3.1 Ordering

3.1.1 By placing an order through our Website, You warrant that You are:

legally capable of entering into binding contracts; at least 18 years old;
resident in one of the countries We deliver to as per our Delivery page; and
accessing our Website from that country.
3.1.2 An email address must be entered to place an order with Us. By placing an order with Us You agree that email will be used as the standard means of communication.

3.1.3 When placing an order You will have the option to be added to our promotional emailing list. You will only be added if you opt in. You can opt out of promotional email activity at any time by clicking on the "unsubscribe" link at the bottom of any marketing email, by updating your Mailing Preferences when You log in to your account or by contacting our Customer Services team. It may take up to 7 days for the change to take effect. You will remain opted out of promotional email activity until You change your Mailing Preferences again.

3.2 How the contract is formed between You and Us

3.2.1 After placing an order, You will receive an email from us acknowledging that We have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to Us to buy a Product. All orders are subject to acceptance by Us, and We will confirm such acceptance to You by sending You an email that confirms that the Product has been dispatched (the "Dispatch Confirmation"). The contract between You and Us ("Contract") will only be formed when We send You the Dispatch Confirmation.

3.2.2 The Contract will relate only to those Products whose dispatch We have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.

3.2.3 Non-acceptance of an order may be a result of one of the following:

The Product You ordered being unavailable from stock.
Our inability to obtain authorisation for your payment.
The identification of a pricing or Product description error.
You not meeting the eligibility to order criteria set out in these Terms.
If We are unable to accept your order, We will inform You of this and will not charge You for the Product.
3.2.4 If You do require any information regarding orders You have placed with Us please email us at


4.1 We will take all reasonable care to ensure that all details and descriptions of Products appearing on the Website are correct at the time when the relevant information was entered onto the system. Although We aim to keep the Website as up to date as possible, the information appearing on this Website at a particular time may not always reflect the position exactly at the moment You place an order.

4.2 The images of the Products on this Website are for illustrative purposes only. Although We have made every effort to display the colours accurately, We cannot guarantee that a device's display of the colours accurately reflects the colour of the Products. Your Products may vary slightly from those images

4.3 The packaging of the Products may vary from that shown in images on our Website.


5.1 Where to find the price for the Products. The RRPs shown on the Wholesale Website are inclusive of VAT. In the event of a sale, the original RRP will be shown, crossed out, and the reduced sale price displayed beside it. We take all reasonable care to ensure that the price of the Products advised to You is correct. However please see paragraph 5.3 for what happens if We discover an error in the price of the Products You order.

5.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date We supply the Products, We will adjust the rate of VAT that You pay, unless You have already paid for the product in full before the change in the rate of VAT takes effect.

5.3 What happens if We got the price wrong. It is always possible that, despite our best efforts, some of the Products We sell may be incorrectly priced. We will normally check prices before accepting your order so that, where a Product’s correct price at your order date is less than our stated price at your order date, We will charge the lower amount. If the Product’s correct price at your order date is higher than the price stated to You, We will contact You for your instructions before We accept your order. If We accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by You as a mispricing, We may end the Contract, refund You any sums You have paid and require the return of any Products provided to You.

5.4 When You must pay and how You must pay. We accept payment with VISA, VISA Electron, Mastercard, American Express and via PayPal. You must pay for the Products before We dispatch them. We will charge your credit or debit card when You complete your order with Us. Payment will be required in full regardless of whether a product is in stock for immediate delivery or on pre-order. 

5.5 Prices are liable to change at any time, but changes will not affect orders in respect of which We have already sent You a Dispatch Confirmation.

5.6 Every effort has been made on this Website to ensure that shopping online is safe and secure. We cannot be responsible for the fraudulent use on our Website of a lost credit card, but will assist your credit card company where necessary once You have reported the fraud to them.

5.7 Pricing and VAT outside of the UK

5.7.1 If You order Products from our Website for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that We have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

5.7.2 Please also note that You must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by You of any such laws.


6.1 The costs of delivery will be displayed to You on our Delivery page.

6.2 From receipt of your order and payment in full We aim to dispatch 'in stock' orders within 5-7 working days, stock permitting. Please add an extra 10 working days for large furniture items. For pre-ordering, In line with our ethical, Fair Trade principles we allow long lead times to ensure our small artisanal suppliers are not unreasonably pushed beyond capacity, and as such this can cause delays which we support. Pre-order dates are subject to change, for an updated date of arrival please contact our customer services team directly. Whilst we endeavour to provide accurate dates of delivery on Preorder items, most items are hand made for us overseas and therefore can fluctuate. If you are unsure, you should allow up to 12 weeks.

We always take full payment for pre-order items due to the high demand nature of our items, to ensure these are secured and reserved for you as our items are often sold out before they even arrive with us. We do this within the guidelines of the Consumer Rights Act of 2015.

6.3 For stock purposes, each item requested constitutes an individual order. We will always attempt to consolidate multiple orders in one shipment. Due to stock and packaging requirements, Products may be shipped over several days and in more than one package.

6.4 Please be advised that we recommend our customers are fully satisfied aesthetically with our lighting products on delivery, before booking any Electrician appointments for installation. Maine Furniture Co Ltd cannot be held liable for any costs incurred should you order arrive later than expected or the product is not to your satisfaction.

6.5 If one or more of your items is on pre-order, your items will not be delivered until the date specified at the time of ordering. If your purchase consists of products in stock and also products on pre-order, your available products will be dispatched within our normal timeframe. However, if your pre-ordered items are due into stock within the next two weeks, we will hold your entire order for one delivery at the earliest opportunity.

6.6 If our supply of the Products is delayed by an event outside our control then We will contract You as soon as possible to let You know and We will take steps to minimise the effect of the delay. Provided We do this, We will not be liable for delays caused by the event, but if there is a risk of substantial delay You may contact us to end the Contract and receive a refund for any Products You have paid for but not received.

6.7 The Products will become your responsibility from the time We deliver the Products to the address You gave us or You collect them from Us.

6.8 You will own the Products once We have received payment in full for the Products. We retain the right to exercise our 'Retention Of Title' to any goods which have not been paid for in full for any reason. 

6.9 Shipping costs quoted at the time of order for international shipments can be subject to change. If there are any increases to costs once your order has been packed in our warehouse, we will be in touch to discuss before we ship any goods.

If You require further information please see our Delivery page.


7.1 You can always end your Contract with Us. Your rights when You end the Contract will depend on what You have bought, whether there is anything wrong with it, how We are performing and when You decide to end the Contract:

(a) If what You have bought is faulty or misdescribed You may have a legal right to end the Contract (or to get the Products repaired or replaced or to get some or all of your money back), see paragraph 11;

(b) If You want to end the Contract because of something We have done or have told You We are going to do, see paragraph7.2; and

(c) If You have just changed your mind about the Product, see paragraph7.3. You may be able to get a refund if You are within the cooling-off period, but this may be subject to deductions and You will have to pay the costs of return of any Products;

7.2 Ending the contract because of something We have done or are going to do. If You are ending a Contract for a reason set out at (a) to (e) below the Contract will end immediately and We will refund You in full for any products which have not been provided and You may also be entitled to compensation. The reasons are:

(a) We have told You about an upcoming change to the Products or these Terms which You do not agree to (see paragraph 16); or

(b) We have told You about an error in the price or description of the Product You have ordered and You do not wish to proceed; or

(c) There is a risk that supply of the Products may be significantly delayed because of events outside our control; or

(d) You have a legal right to end the Contract because of something We have done wrong.

7.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online You have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Terms.

7.4 How long do I have to change my mind? You have 14 days after the day You (or someone You nominate) receives the Products unless the Products are split into several deliveries over different days. In this case You have until 14 days after the day You (or someone You nominate) receives the last delivery to change your mind about the Products.

HOW TO END THE CONTRACT WITH US (including if You have changed your mind)

8.1 Tell us You want to end the Contract. To end the Contract with Us, please let Us know by doing one of the following:

(a) Email our Customer Services team at Please provide your name, home address, details of the order and, where available, your phone number and email address.

(b) By post. Simply write to us at Maine Furniture Co Ltd, Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA, including details of what You bought, when You ordered or received it and your name and address.

8.2 Returning Products after ending the Contract. If You end the Contract for any reason after Products have been dispatched to You or You have received them, You must return them to Us. You must either return the Products in person to where You collected them or post them back to us at Maine Furniture Co Ltd, Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA or (if they are not suitable for posting) allow us to collect them from You which may be subject to collection charges (see 8.4). Please email Us at for a return label or to arrange collection. If You are exercising your right to change your mind and We have not offered to collect the Products from You, You must send off the Products within 14 days of telling Us You wish to end the Contract. All Products must be returned in their original packaging (including the outer box) and condition in which they were received.

8.3 When We will pay the costs of return. We will pay the costs of return:

(a) if the Products are faulty or misdescribed; or

(b) if You are ending the Contract because We have told You of an upcoming change to the Product or these Terms, an error in pricing or description, a delay in delivery due to events within our control or because You have a legal right to do so as a result of something We have done wrong.

In all other circumstances (including where You are exercising your right to change your mind) You must pay the costs of return.

8.4 What We charge for collection. If You are responsible for the costs of return and We are collecting the Product from You, We will charge You the direct cost to Us of collection.

8.5 How We will refund You. We will refund You the price You paid for the Products including delivery costs, by the method You used for payment. However, We may make deductions from the price, as described below.

8.6 Deductions from refunds if You are exercising your right to change your mind. If You are exercising your right to change your mind:

(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Products, if this has been caused by your handling them in a way which would not be permitted in a shop. If We refund You the price paid before We are able to inspect the Products and later discover You have handled them in an unacceptable way, You must pay us an appropriate amount.

(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method We offer. For example, if We offer delivery of a Product within a certain number of days at one cost but You choose to have the product delivered sooner at a higher cost, then We will only refund what You would have paid for the cheaper delivery option.

8.7 When your refund will be made. We will make any refunds due to You as soon as possible. If You are exercising your right to change your mind then if We have not offered to collect the Products, your refund will be made within 14 days from the day on which We receive the Products back from You or, if earlier, the day on which You provide us with evidence that You have sent the Products back to us. For information about how to return a Product to us, see paragraph 8.2. If We have offered to collect the Products, your refund will be made within 14 days of your telling us You have changed your mind. The refund can only be credited back onto the original card used to purchase the Products. As such, refunds for Products bought as gifts can only be given to the original purchaser and if You decide to swap an item We cannot stop the original purchaser from knowing.

Please see our Returns Policy, on our Returns & Exchanges Page for further information on how to return your Products.


9.1 How to tell us about problems. If You have any questions or complaints about the Products, please contact Us. You can email Us at or The Customer Service Manager, Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA. If You are not happy with our response to a complaint, you may seek to resolve it using the Online Dispute Resolution Platform at

9.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this Contract. See the box below for a summary of your key legal rights in relation to the Products. Nothing in these Terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website or call 03454 04 05 06.

The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your Products your legal rights entitle You to the following:

up to 30 days: if your Products are faulty, then You can get an immediate refund.
up to six months: if your Products cannot be repaired or replaced, then You are entitled to a full refund, in most cases.
up to six years: if your Products do not last a reasonable length of time You may be entitled to some money back.

9.3 All Products must be returned in their original packaging (including the outer box) and condition in which they were received.


Links to third party websites on the Website are provided solely for your convenience. If You use these links, You leave the Website. We have not reviewed any of these third party websites and do not control and We are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If You decide to access any of the third party websites linked to the Website, You do so entirely at your own risk.


We process information about You in accordance with our Privacy Policy. By using our Website, You consent to such processing and You warrant that all data provided by You is accurate.

If You telephone one of our customer service representatives, We may keep a recording of that call for training purposes.


12.1 Maine Furniture Co gift vouchers and e-vouchers can be used to purchase Products online at

12.2 Vouchers may not be exchanged for cash.

12.3 If the Products purchased online total less than the value of the gift voucher, the remainder of your balance will be stored on the card for future use within 12 months. You can view your balance by contacting our Customer Support team.

12.4 Vouchers may not be used to discharge indebtedness on any account issued by Us.

12.5 When redeeming Vouchers online, in our Showroom or over the telephone, You will be required to give the serial number of the voucher.

12.6 Voucher are void if the serial number has been removed.

12.7 If You have to return the Products You have purchased using a Voucher, You will be reissued with replacement Vouchers. This does not affect your statutory rights.

12.8 Vouchers expire 12 months are date of issue, any balance left on the card at this time will be lost.


13.1 Multi-buy offers only apply to those products to which the multi-buy offer applies and are clearly displayed as such.

13.2 Multi-buy offers are not valid when used in conjunction with any other promotions.

13.3 The multi-buy offers do not include postage which is charged in addition to the price of the Products.

13.4 If any Products which form part of a multi-buy offer are returned to us for a refund, You will be refunded the full price of that item less the total discount given in the offer. If any Products which form part of a multi-buy offer are returned for exchange with an item not included in the same multi-buy offer, You will be charged the difference between the discounted price and the full price item.

13.5 Please note that items in the sale section of our Website have already been heavily discounted and cannot be bought in conjunction with any other offer, including the multi-buy offers.


14.1 Money-off vouchers and voucher codes are not exchangeable for cash and can only be used once per transaction. Money-off vouchers and voucher codes cannot be used to purchase gift vouchers.

14.2 Money-off vouchers and voucher codes cannot be used in conjunction with any other voucher or voucher code.

14.3 Discounts and promotional discount codes offered by the Website are valid only for use as part of a purchase made via the Website, unless otherwise stated.

14.4 If You return to us for a refund a Product which has been purchased with a money-off voucher, We will refund to You the full price of that item less the value of the voucher used.

14.5 Money-off vouchers and promotional discount codes cannot be used towards delivery charges.

Price Match Promise

14.6 We will Price Match a Competitor if they are selling a Maine Furniture Co branded Product at a lower price than Us.

14.7 We will not Price Match a Competitor discount, offer or Sale.

14.8 We will only Price Match if the Product is immediately available from the Competitor.

14.9 We will only Price Match a Competitor if You can provide Us with evidence of the Product in Writing, including a link or screen shot of the item on the Competitors website.

14.10 We will not Price Match a Competitor who is selling the Product in a physical Store, only online.

14.11 We will not Price Match a Competitor once Goods have been recieved by You.

We also operate prize draws from time to time which are governed by separate terms and conditions.


16.1 We are responsible to You for foreseeable loss and damage caused by Us. If We fail to comply with these Terms, We are responsible for loss or damage You suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both We and You knew it might happen, for example, if You discussed it with Us during the sales process.

16.2 We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Products as summarised at paragraph 9.2 and for defective products under the Consumer Protection Act 1987.

16.3 We are not liable for business losses. We only supply the Products for domestic and private use. If You use the Products for any commercial, business or re-sale purpose We will have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.


17.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated.

17.2 Every time You order Products from us, the Terms in force at the time of your order will apply to the Contract between You and Us.

17.3 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.

17.4 If We have to revise these Terms as they apply to your order, We will contact You to give You reasonable advance notice of the changes and let You know how to cancel the Contract if You are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products You have yet to receive. If You opt to cancel, You will have to return (at our cost) any relevant Products You have already received and We will arrange a full refund of the price You have paid, including any delivery charges.


18.1 Unless otherwise stated, the copyright and other intellectual property rights in the content on the Website are owned by Us or our licensors. Any access or use of the Website for any reason other than your personal, non-commercial use is prohibited.

18.2 No part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or Website without our prior written permission.

18.3 You acknowledge and agree that the material and content contained within the Website is made available for your personal non-commercial use only and that You may (if necessary to make a purchase of Product(s)) download such material and content onto only one computer hard drive for such purpose. Any other use of the material and content of the Website is strictly prohibited.

18. 4 You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.


19.1 We may transfer this Contract to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will either:

(a) tell You in writing if this happens and ensure that the transfer will not affect your rights under the Contract; or

(b) contact You to let You know if We plan to do this. If You are unhappy with the transfer You may contact Us to end the Contract within [PERIOD] of Us telling You about it and We will refund You any payments You have made in advance for Products not provided.

19.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if We agree to this in writing.

19.3 Nobody else has any rights under this Contract. This Contract is between You and Us. No other person shall have any rights to enforce any of its terms.

19.4 If a court finds part of this Contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

19.5 Even if We delay in enforcing this Contract, We can still enforce it later. If We do not insist immediately that You do anything You are required to do under these Terms, or if We delay in taking steps against You in respect of your breaking this Contract, that will not mean that You do not have to do those things and it will not prevent Us taking steps against You at a later date.

19.6 Which laws apply to this Contract and where You may bring legal proceedings. These Terms are governed by English law and You can bring legal proceedings in respect of the Products in the English courts. If You live in Scotland You can bring legal proceedings in respect of the Products in either the Scottish or the English courts. If You live in Northern Ireland You can bring legal proceedings in respect of the Products in either the Northern Irish or the English courts.


20.1. To avoid any misunderstandings the Seller considers that it is important to advise all its customers, old and new, what they should expect from Maine Furniture Co products. We design and manufacture unique, one of a kind products which are handmade and usually not found elsewhere in the market.

20.2. Many of the Seller’s products are hand-made or hand-finished. This is how they are intended and the resultant variable finish is what helps to sell the product and set it apart from the mass-produced items to be found on the high street. The Seller must point this out to the Buyer because it wants all its customers to get complete satisfaction from the Seller’s ranges and occasionally some of the Seller’s newer customers are not aware of or don’t know what to expect from hand-finished items.

20.3. Hand Woven rattan items may not be plumb, square or symmetrical and the tones will vary from piece to piece due to the nature in which they are made. They may also give off an 'Earthy' smell when unboxed, due to the natural plant derived material, however this will disappear in time. These are not considered faults.

20.4. Shabby Chic items may feature chips, scratches and flaked paint work. These are intentional and are purposefully effected in order to give the impression of time worn pieces. These are not considered faults.


21.1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. Special attention should be paid to COVID-19, which we will consider as Force Majeure, along with any developing strains or future viral pandemics.


22.1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales