Terms & Conditions of Supply of Goods

Beamglow – Terms and Conditions of Supply of Goods

Please read these Terms and Conditions (“Terms“) carefully. By submitting a Purchase Order to Beamglow Limited (“Beamglow“), the Customer acknowledges and agrees to comply with these Terms.

The Customer and Beamglow are hereafter each a “party” and together the “parties“.

Definitions:
1. Agreement: these Terms, together with an accepted Purchase Order, form the entire agreement between the Customer and Beamglow to the exclusion of all other agreements, understandings, or terms that the Customer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing
2. Background IPR: mean any Intellectual Property Rights that are used in the course of or in connection with the production, manufacture and supply of the Products to the Customer by Beamglow, excluding any Customer Materials.
3. Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
4. Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
5. Call-Off Date: the date by which the Customer must accept the first Delivery of Products supplied under a Purchase Order, if such Deliveries will be split.
6. Confidential Information: any information of a confidential nature concerning the business, assets, affairs, customers, clients or suppliers of the other party including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
7. Customer: means the entity identified in the relevant Purchase Order.
8. Customer Design Specification: means the design specification for the Product provided to Beamglow by the Customer in the relevant Purchase Order.
9. Customer Materials: means the Customer Design Specification, including all logos, service marks, branding and other content provided to Beamglow by the Customer from time to time in order to produce, manufacture and supply the Products.
10. Delivery: completion of delivery of Products specified in a Purchase Order in accordance with clause 3 or clause 4.6.
11. Delivery Date(s): the date(s) specified for delivery of Products specified in a Purchase Order in accordance with clause 6.
12. Delivery Location: the location specified in the Purchase Order.
13. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
14. Insolvency Event: means, with respect to a party, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that party’s assets; (d) a creditor or encumbrancer attaches or takes possession of the whole or any part of that party’s assets which is not discharged within 14 days; or (e) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above.
15. Products: the products set out in the relevant Purchase Order as modified by the Customer’s Design Specification and, where the context requires, the Products ordered by and supplied to the Customer.
16. Product Prices: the prices of the Products as determined in accordance with clause 1 and Product Price means the price of an individual Product as determined in accordance with that clause.
17. Purchase Order: an order for Products submitted by the Customer in accordance with clause 2.
18. Purchase Order Number: the reference number to be applied to a Purchase Order by Beamglow in accordance with clause 6.
19. Storage Limit: has the meaning given to it in clause 6.
20. VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Purchase Orders
1. Beamglow shall supply and the Customer shall purchase such quantities of Products as the Customer may order under this clause 2 in accordance with the Agreement.
2. Upon request by the Customer, Beamglow will provide a quotation for the supply of Products, specifying quantity and pricing options. Such quotation will be valid for 30 days from the date of quotation as set out thereon. If Customer wishes to proceed, Customer must provide to Beamglow, within 30 days of the date of the quotation, a written Purchase Order in line with the quotation in the form as Beamglow may require from time to time. Any purchase order submitted after this time may be rejected by Beamglow and a new quotation provided in accordance with this clause.
3. Any Purchase Order submitted by the Customer under clause 2 shall include details of: (a) any applicable Call-Off Date (c) the type and quantity of Products ordered; and (d) the Delivery Location and the requested Delivery Date, unless the parties agree that the Customer may request Delivery Date(s) after placing the Purchase Order by giving reasonable notice to Beamglow. The Customer is responsible for ensuring the terms of the Purchase Order it submits to Beamglow are complete and accurate. Each accepted Purchase Order shall form a separate Agreement between the Customer and Beamglow and shall be subject to these Terms.
4. Beamglow shall be free to accept, reject, or propose amendments to any Purchase Order submitted by the Customer at its absolute discretion.
5. The Purchase Order shall only be deemed to be accepted when Beamglow issues a written acceptance of the Purchase Order, at which point the Agreement shall come into existence.
6. Beamglow shall assign a Purchase Order Number to each Purchase Order it accepts and notify those Purchase Order Numbers to the Customer together with the Delivery Date(s) by which the Products specified in a Purchase Order will be ready for delivery. Each party shall use the relevant Purchase Order Number in all subsequent correspondence relating to the Purchase Order.
7. For the avoidance of doubt, no terms and/or conditions included in the Purchase Order shall apply and if there is any conflict or inconsistency between the provisions of the Purchase Order and this Agreement, this Agreement takes precedence. This Agreement can only be varied in accordance with clause 5.
Manufacture, quality and packing
1. Beamglow shall manufacture, pack and supply the Products in accordance with all generally accepted industry standards and practices that are applicable.
2. Subject to clause 7, the Products supplied to the Customer by Beamglow under this Agreement shall: (a) conform to the Customer’s Design Specification in all material respect; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by Beamglow; (c) be free from defects in material and workmanship and remain so for 6 months from the date of manufacture; and (d) comply with all applicable statutory and regulatory requirements.
3. Beamglow shall obtain and maintain all licences, permissions, authorisations, consents and permits needed to manufacture and supply the Products in accordance with these Terms. Beamglow shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling, and delivery of the Products.
Delivery
1. Beamglow shall use commercially reasonable endeavours to deliver each Purchase Order to the Delivery Location on the Delivery Date. Any dates quoted for the Delivery Date(s) are approximate only and the time of delivery is not of the essence.
2. All Products shall be Delivered as full pallets (or the complete Purchase Order) only and will be doubled stacked. To the extent that the Customer requests that Products are Delivered single stacked, the Customer shall pay an additional cost as specified by Beamglow.
3. Delivery of the Products is completed on the completion of unloading of the Purchase Order at the Delivery Location.
4. Beamglow may deliver Purchase Orders by instalments, which may be invoiced and paid for separately. In no event shall Beamglow deliver less than forty percent (40%) of the Purchase Order on the first Delivery Date and the remainder of the Purchase Order shall be delivered over no more than three Delivery Dates. Where Purchase Orders are to be delivered by instalments, they may be invoiced and paid for separately.
5. Delays in the completion of a Purchase Order shall not entitle the Customer to: (a) refuse to take delivery of the Purchase Order; (b) claim damages; or (c) terminate the Agreement, subject always to clauses 2 and 13.3.
  Beamglow shall have no liability for any failure or delay in completing a Purchase Order to the extent that any failure or delay is caused by the Customer’s failure to comply with its obligations under this Agreement.
6. If the Customer fails to take delivery of all of a Purchase Order within six (6) months of Beamglow notifying the Customer that the Purchase Order is ready for delivery; or, where Deliveries are split, part of a Purchase order by the Call-Off Date (“Storage Limit”), then, except where that failure or delay is caused by Beamglow’s failure to comply with its obligations under this Agreement or a Force Majeure Event: (a) delivery of the Purchase Order shall be deemed to have been completed at 9.00 am on the first Business Day following expiry of Storage Limit; and (b) Beamglow shall store the Purchase Order until delivery takes place, and charge the Customer for all related costs and expenses, including an additional storage charge per pallet per week over the Storage Limit, as specified by Beamglow.
7. Beamglow does not warrant to the Customer that the Products will be as warranted under clause 3.2 of these Terms if the Customer fails to take delivery of the Products after expiration after the Storage Limit.
8. The Customer acknowledges and agrees that Purchase Orders shall not be insured for the duration that they are stored by Beamglow following expiry of the Storage Limited and shall be held by Beamglow at the Customer’s own risk.
9. If the Customer fails to take delivery of a Purchase Order for an additional three (3) months after expiration of the Storage Limit, Beamglow shall be entitled to destroy all Products associated with such Purchase Order and shall charge the Customer for all related costs and expenses associated with such destruction. Each Product shall be accompanied by a delivery note from Beamglow showing the Purchase Order Number, the date of acceptance of the Purchase Order, the type and quantity of Products included in the Purchase Order and, in the case of Products being delivered by instalments, the outstanding balance of Products specified in the Purchase Order remaining to be delivered.
10. The parties agree that if, in respect of a Purchase Order, Beamglow provides up to and including 10% more or less than the quantity of Products ordered, the Customer shall not be entitled to reject the Purchase Order.
11. Pallets supplied in the course of Delivery shall remain Beamglow’s property and the Customer shall make them available for collection at any times as Beamglow shall reasonably request. Returns pallets shall be at Beamglow’s expense.
Acceptance and defective products
1. The Customer may reject any Products provided to it that do not comply with clause 2, provided that: (a)notice of rejection is given to Beamglow: (i) in the case of a defect that is apparent on normal visual inspection, within five Business Days of Delivery; (ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and (b) none of the events listed in clause 5.3 apply.
2. If the Customer fails to give notice of rejection in accordance with clause 1, it shall be deemed to have accepted these Products.
3. Beamglow shall not be liable for a Products’ failure to comply with the warranty set out in clause 2 in any of the following events: (a) the Customer makes any further use of those Products after giving notice in accordance with clause 5.1; (b) the defect arises because the Customer failed to follow Beamglow’s oral or written instructions for the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same; (c) the defect arises as a result of Beamglow following the Customer’s Design Specifications or any other drawing, design or supplied by the Customer; (d) the Customer alters or repairs those Products without the written consent of Beamglow; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (f) the Products differ from the Customer’s Design Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4. If the Customer rejects Products under clause 1 then the Customer shall be entitled to require Beamglow to repair or replace the rejected Products. Such replaced Products may include substituted materials.
5. The Customer agrees that if Beamglow delivers less than the quantity of the Products ordered under a Purchase Order, the Customer shall not be entitled to reject the Purchase Order, but a pro rata adjustment shall be made to the Purchase Order invoice. This constitutes the sole and exclusive remedy available to the Customer for delivery less than the quantity of Products ordered under a Purchase Order and Beamglow shall have no further liability to the Customer.
6. Once Beamglow has complied with the Customer’s request, it shall have no further liability to the Customer for the rejected Products’ failure to comply with clause 2. The terms of these Terms shall apply to any repaired or replacement Products supplied by Beamglow.
Title and risk
1. Risk in Products shall pass to the Customer on Delivery.
2. Title to Products shall not pass to the Customer until the earlier of: (a) Beamglow receives payment in full (in cash or cleared funds) for the Products and all other sums that are or that become due to Beamglow from the Customer for sales of Products, in which case title to these Products shall pass at the time of payment of all such sums; or (b) the Customer resells those Products, in which case title to those Products shall pass to the Customer at the time specified in clause 4
3. Until title to Products has passed to the Customer, the Customer shall: (a) store those Products separately from all other goods held by the Customer so that they remain readily identifiable as Beamglow’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to those Products; (c) maintain those Products in satisfactory condition and keep them insured on Beamglow’s behalf for their full price against all risks with an insurer that is reasonably acceptable to Beamglow. On request the Customer shall allow Beamglow to inspect those Products and the insurance policy; and (d) give Beamglow such information as Beamglow may reasonably require from time to time relating to: (i) the Products; and (ii) the ongoing financial position of the Customer.
4. Subject to clause 5, the Customer may resell or use Products in the ordinary course of its business (but not otherwise) before Beamglow receives payment for the Products. However, if the Customer resells the Products before that time: (a) it does so as principal and not as Beamglow’s agent; and (b) title to those Products shall pass from Beamglow to the Customer immediately before the time at which resale by the Customer occurs.
5. At any time before title to the Products passes to the Customer, Beamglow may: (a) by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Products or use them in the ordinary course of its business; and (b) require the Customer to deliver up all the Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored in order to recover them.
Product prices
1. The Product Prices shall be as set out in the Purchase Order and are inclusive of the costs of packaging, and insurance of the Products.
2. Beamglow reserves the right to amend Product Prices stated within quotations and Purchase Orders at any time before manufacturing, in the event that the cost of raw materials to Beamglow increases by more than 5% from the date of the quotation or Purchase Order (as applicable).
3. Any such amendment will be proportionate to the increase in the cost of raw materials but will not exceed a 10% increase from the Product Price stated within the original quotation or Purchase Order (as applicable). Any price adjustment will be communicated to Customer in writing.
4. In the event of a price increase under clauses 2 and 7.3, Customer will have the right to cancel the Purchase Order to which the price increase relates, within 5 days of receiving written notification of the price increase. If Customer does not cancel the relevant Purchase Order within this 5-day period, the price increase will be deemed accepted.
5. The Product Prices are exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from Beamglow, pay to Beamglow any additional amounts in respect of VAT as are chargeable on a supply of Products.
Terms of payment
1. Beamglow shall be entitled to invoice the Customer for each Purchase Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers. The Customer shall pay invoices in full and in cleared funds within 30 days of receipt. Payment shall be made to the bank account nominated in writing by Beamglow.
2. If a party fails to make a payment due to the other party under this Agreement by the due date, then, without limiting the other party’s remedies under clause 13, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
3. All payments payable to Beamglow or the Customer under this Agreement shall become due immediately on termination. This clause 3 is without prejudice to any right to claim for interest under the law or under these Terms.
Compliance with laws and policies
1. In performing its obligations under the Agreement, the Customer shall comply with all applicable laws, statutes, regulations from time to time in force. Beamglow may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer commits a breach of this clause 1.
Intellectual Property and Indemnity
1. In relation to the Customer Materials: (a) the Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials, excluding the Background IPR; (b) the Customer grants to Beamglow, or shall procure the direct grant to Beamglow of, a fully paid-up, worldwide, non-exclusive, royalty-free licence until the Delivery Date to copy and modify the Customer Materials for the purpose of manufacturing and supplying the Products; (c) Beamglow may sub-license the rights granted in this clause 1 to any third party sub-contractors solely in order to manufacture and supply the Products in accordance with this Agreement.
2. In relation to the Background IPR: (a) Beamglow and its licensors shall retain ownership of all Intellectual Property Rights in the Background IPR; (b) Beamglow grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence until the Delivery Date to use the Background IPRs solely for the purpose of using the Products for its business operations.
3. Customer shall indemnify the Beamglow against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other professional costs and expenses) suffered or incurred by Beamglow arising out of or in connection with any claim made against Beamglow for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the use of the Customer Materials in the production, manufacture and supply of the Products.
4. If any third party makes a claim, or notifies an intention to make a claim, against Beamglow that may reasonably be considered likely to give rise to a liability under this indemnity (Claim), Beamglow shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Customer, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, Agreement or compromise in relation to the Claim without the prior written consent of the Customer; (c) give the Customer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Beamglow, to enable the Customer and its professional advisers to examine them and to take copies (at the Customer’s expense to assess the Claim); and (d) be deemed to have given the Customer sole authority to avoid, dispute, compromise or defend the Claim.
Limitation of liability
1. References to liability in this clause 11 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. Nothing in this clause 11 shall limit the Customer’s payment obligations under these Terms.
2. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liabilities that cannot be excluded under applicable law.
3. Subject to clause 2, Beamglow’s total liability to the Customer shall not exceed the total charges paid by the Customer (whether or not invoiced to the Customer) under this Agreement.
4. Subject to clause 2, this clause 11.4 specifies the types of losses that are excluded: (a) Loss of profits; (b) Loss of sales or business; (c) Loss of agreements or contracts; (d) Loss of anticipated savings; (d) Loss of use or corruption of software, data or information;(e) Loss of or damage to goodwill; (f) Indirect or consequential loss.
5. Beamglow has given commitments as to compliance of the Products with relevant specifications in clause 2. In view of these commitments, 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 these Terms.
Confidentiality
1. The parties shall each keep confidential the other party’s Confidential Information, except as permitted under clause 2.
2. Each party may disclose the other party’s Confidential Information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Terms are granted to the other party, or to be implied from the Agreement.
Cancellation
1. Without affecting any other right or remedy available to it, Beamglow may cancel a Purchase Order with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any undisputed amount due under that Purchase Order on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the Customer commits a material breach of any other term of the Agreement and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the Customer repeatedly breaches any of the terms of the Agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms, or (d) the Customer suffers an Insolvency Event.
2. Without limiting its other rights or remedies, Beamglow may suspend provision of the Products under the Agreement or any Purchase Order between the Customer and Beamglow if the Customer suffers an Insolvency Event or Beamglow reasonably believes that the Customer is about to suffer an Insolvency Event, or if the Customer fails to pay any amount due under this Agreement on the due date for payment.
Obligations on termination
1. On termination of this Agreement: (a) the Customer shall immediately pay to Beamglow any outstanding unpaid sums and interest and, in respect of the Products supplied but for which no invoice has been submitted, Beamglow may submit an invoice, which shall be payable immediately on receipt; (b) and each party shall promptly: (i) return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it in connection with the supply and purchase of the Products under the Agreement; (ii) return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information; (iii) erase all the other party’s Confidential Information from its computer systems (to the extent possible); and (iv) on request, certify in writing to the other party that it has complied with the requirements of this clause 14.
Miscellaneous
1. Force majeure. Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two (2) months, the party not affected may terminate the Agreement by giving thirty (30) days’ written notice to the affected party.
2. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination, including clause 10 (Indemnity); clause 11 (Limitation of liability); clause 12 (Confidentiality); clause 14 (Obligations on termination); and 15.10 (Governing Law and Jurisdiction) shall remain in full force and effect. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Agreement that existed at or before the date of termination.
3. Assignment and other dealings. The Customer may not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without the prior written consent of Beamglow (such consent not to be unreasonably withheld or delayed).
4. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement is deemed deleted under this clause 4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
5. Variation. No variation of the Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
6. Waiver. A waiver of any right or remedy under the Agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
7. Notices. Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice shall be deemed to have been received (a) if delivered by hand, at the time the notice is left at the proper address; or (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
8. Entire Agreement. These Terms, together with an accepted Purchase Order, constitutes the entire Agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
9. Third party rights. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
10. Governing law and Jurisdiction. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.