TERMS AND CONDITIONS OF PURCHASE
Registered Office: Kondor Limited, Kondor HQ, Christchurch Business Park, Radar Way, Christchurch BH23 4FL. VAT Registered No: GB 619 8311 28 Registered in England: 3948290
In these terms and conditions:
“Authorised Representative” means a director of the Company, or a buying director or a manager of the Company duly authorised by a director of the Company to deal with the Supplier in the ordinary course of business;
“Business Day” means any day which is not a Saturday, Sunday or a Bank Holiday in England and Wales under the Banking and Financial Dealings Act 1971 (as amended and replaced from time to time). A Business Day shall be deemed to begin at 9am and end at 5.30pm GMT or BST (if in force at the relevant time);
“The Company” means Kondor Limited, or any company which is for the time being a parent company, a subsidiary undertaking or an associated undertaking thereof as defined in the Companies Act 1985;
“Customer” means a customer of the Company in relation to the Goods;
“The Goods” means the subject matter of an Order including (but not limited to) raw materials, finished or semi-finished materials or articles, machinery, parts, spares, commodities, and whether one or a number of items, whether or not identical or similar (including any such materials, articles and commodities supplied in connection with any Services performed by the Supplier for the Company pursuant to the Order);
“NDC” means the Company’s Distribution Centre at Christchurch Business Park, Radar Way, Christchurch BH23 4FL or such other address as notified by the Company to the Supplier from time to time;
“Order” means the Company’s purchase order in respect of Goods or Services ordered issued to the Supplier either by electronic commerce or other comparable means as agreed between the parties or on the Company’s official order form and duly signed by an Authorised Representative;
“The Services” means any work and/or services or any of them performed by the Supplier for the Company pursuant to an Order;
“Supplier” means any person, firm, company or other entity supplying Goods or Services to the Company and to whom an Order is addressed; and
“Supplier Manual” means the Company’s supplier manual containing information and further trading terms and conditions provided to the Supplier, and all updates in respect of this provided by the Company to the Supplier from time to time.
The headings in these Terms and Conditions do not affect their interpretation:
2. Acceptance of Order
- 2.1. Acceptance by the Supplier of an Order or other contract or agreement of the Company constitutes acceptance of these Terms and Conditions. These Terms and Conditions shall be deemed to incorporate the provisions of the Supplier Manual and any other communication regarding trading standards or Health and Safety requirements as communicated by the Company to the Supplier from time to time.
- 2.2. No Order, contract or agreement of the Company shall be subject to any other terms and conditions or to any modification of these Terms and Conditions unless an Authorised Representative expressly agrees in writing to accept some other term or condition or to modify or amend these terms and conditions.
- 2.3. The Company shall not be deemed to have accepted any such other terms and conditions or to have waived any of these Terms and Conditions by failing to object to provisions contained in any invoice or any other communication from the Supplier.
- 2.4. These Terms and Conditions prevail over any inconsistent terms or conditions contained or referred to in the Supplier’s quotations or acceptance of an Order or correspondence or elsewhere or implied by trade custom, practice or course of dealing.
3. The Order
- 3.1. Orders will be sent electronically to all suppliers; either via EDI or e-mail. Method to be agreed at the point of supplier set up.
- 3.2. Any verbal Order shall not be binding on the Company, even if given by an Authorised Representative.
- 3.3. The Company’s name and address and the full Order number must appear on the Supplier’s invoice, the Supplier’s packing note, the nominated carrier’s delivery advice, any other correspondence relating to the Order and on the outside of the carton containing the Goods. The Supplier’s packing note must accompany the Goods delivered (unless the order is delivered via cross dock). Any Goods which do not carry this information may be refused by the Company.
- 3.4. The Supplier shall ensure that all necessary import licences and other governmental authorisations have been obtained and that all duties, imposts and taxes including any import duties have been satisfied prior to delivery of the Goods to the Company. The Supplier agrees on request to supply the Company with any necessary declarations and documents stating the origin of the Goods.
4. Quality, Quantity and Description
- 4.1. It is a condition of the Order that:
- 4.1.1. the Goods meet the specifications referred to in the Order as to quantity, quality and description and other information or instructions specified or made known to the Supplier;
- 4.1.2. the design construction and quality of the Goods will comply in all respects with any statutory rule or regulation in force of the time of delivery and with all applicable European and United Kingdom safety standards including British Standards, General Product Safety Regulations 2005, the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982;
- 4.1.3. The Goods will be fit and suitable for the purpose intended by the Supplier, of satisfactory quality and of good material and workmanship and free from defect;
- 4.1.4. The Supplier warrants that the provision of the Services will comply with any statutory rule or regulation which may be in force at the time the Services are provided; and
- 4.1.5. The Services are provided in accordance with the terms of the Order and are executed with reasonable care, skill and diligence by properly qualified and experienced persons.
- 4.2. The Supplier undertakes immediately to repair or replace, free of charge to the Company, any defective Goods or immediately to re-supply free of charge to the Company, any defective Services in either case notified to the Supplier within twelve (12) months (or any longer warranty period expressly agreed) from the date of receipt of the Goods or Services by the Company.
- 4.3. The Supplier shall pass to the Company the benefit of any additional warranties secured from the Supplier’s supplies.
5. Inspection and Testing
- 5.1. The Company or its representative or agent may, upon giving reasonable notice to the Supplier, inspect or test the Goods or Services at the Supplier’s works or at the works of any permitted sub-contractor or assignee. For this purpose, the Supplier will give the Company or any nominee of the Company, or otherwise arrange for, reasonable access to the Supplier’s works or any such other works.
- 5.2. If specified by the Company, the Supplier will give adequate notice of works tests which the Company is entitled to attend and will provide the Company with such test certificates as the Company or its Customers may reasonably require.
- 5.3. Such inspection does not relieve the Supplier of any liability nor does it imply acceptance of the Goods or Services by the Company.
- 5.4. The Company reserves the right at its option either to reject any Goods or Services in whole or in part (whether or not the same have been delivered to and accepted by the Company) or to cancel the Order or any part of the Order or to delay acceptance of the whole or any part of it without any further payment or charge for storage or delay in any of the following circumstances:
- 5.4.1. failure by the Supplier to comply strictly with any description, specification, drawing or standard relating to Goods to be supplied or Services to be carried out; or
- 5.4.2. If the Goods or Services fail to pass any inspection or test in accordance with these terms and conditions; or
- 5.4.3. If the Supplier otherwise fails to comply in all respects with any of its obligations under these Terms and Conditions.
- 5.5. The Supplier warrants that it will not employ children in the process of the manufacture, production and delivery of the Goods in contravention of any applicable laws, rules, regulations, interpretations of the law or administrative practices of any government department, agency or regulatory body in the territory in which the Goods are manufactured.
- 6.1. All Goods must be properly packed to protect them before and during delivery and delivered carriage paid to the Company’s premises in accordance with the Order or any relevant delivery instructions document, unless previously agreed otherwise in writing by an Authorised Representative. Packing instructions are contained in the section of the Supplier Manual. The Company accepts no liability for packing materials or cases unless previously agreed.
- 6.2. Goods delivered to the NDC must be delivered to the official goods inward area at those premises and not to any buying or customer department at the Company’s premises.
- 6.3. The Supplier shall deliver Goods between the delivery date and the cancellation date specified to it by the Company and/or in accordance with any schedule contained in the Order.
- 6.4. Goods delivered must be pre-booked by the Supplier or its agreed carrier and delivered to the Company at the time and date specified by the Company when a booking is confirmed with the Supplier or its agreed carrier. Unless otherwise agreed in writing, any time or period given for delivery, despatch, performance or completion shall be strictly complied with by the Supplier. The Supplier shall immediately notify the Company of any apprehended delay in delivery, despatch, completion or performance. The date for delivery of Goods may only be varied by an amendment to the original Order by an Authorised Representative or by the issuance of a new Order. The Supplier recognises that the Company in the ordinary course of its business contracts to purchase Goods on the basis of specific seasonal sales to defined customer groups identified by the Company suffering loss, wasted expense, loss of anticipated profits and damage to its reputation. Time is of the essence in the performance by the Supplier both of the Order and for delivery.
- 6.5. The Company reserves the right to reject goods or Services not delivered or performed on time and/or to cancel the whole or any part of the Order of which such Goods or Services form part and/or return any Goods already delivered irrespective of the cause of delay without prejudice on the Company’s right to damages and any other remedies against the Supplier for breach of contract and without any liability of whatever nature on the Company.
- 6.6. In respect of Goods delivered directly to a Customer’s address by the Supplier at the Company’s request, the Supplier must provide to the ordering Store proof of delivery of the Goods in the form of the Supplier’s delivery advice duly signed as accepted by the Customer.
- 6.7. The Goods delivered to the Company are to be in the manner specified in the Order and the Supplier’s Manual (except where written agreement to vary is given by an Authorised Representative), such specification to include product packaging, ticketing and delivery information. Any Goods outside the Company’s required specifications may be rejected by the Company or brought up to the specification standard at the Supplier’s own expense. The Company reserves its right to cancel an Order in respect of Goods delivered which are not equal in every respect to the appropriate sample and/or identical with the specification or description agreed with the Supplier or with any specification or description contained in the Order. Notwithstanding such cancellation, the Company shall be entitled to claim damages for breach of contract from the Supplier.
- 6.8. The Company will not accept any delivery of Goods by instalments except where this has previously been agreed in writing by an Authorised Representative.
- 6.9. The Company does not create its own delivery advice notes, and will use the supplier’s documentation, provided that it contains the correct information including any Company references.
- 6.10. All deliveries must be accompanied with the following details:
- 6.10.1. Supplier name and address;
- 6.10.2. Supplier account number;
- 6.10.3. Company’s Purchase order number;
- 6.10.4. Company’s Product code (if a stock line);
- 6.10.5. Quantity of cartons / packaging units; and
- 6.10.6. Quantity of sales units.
- 6.11. Suppliers are required to provide detailed, accurate delivery information. Each order must be accompanied by its own separate delivery documentation, together with an electronic ASN for all deliveries in to the National Distribution Centre.
- 6.12. A consignment note will be signed for by a Company representative (signed and printed) to confirm the receipt of an order and the number of outers/ pallets received. This paperwork shall be stamped “Received unchecked” and therefore does not constitute receipt of contents within.
- 6.13. For bulk deliveries the paperwork should be attached on the first carton of the first pallet as the vehicle is opened. The paperwork should be inside a document pouch and should be easily visible and accessible.
- 6.14. The Company will not be able to accept any delivery if it has insufficient accompanying documentation.
- 6.15. The delivery documentation is not required for cross dock deliveries as the delivery details are contained within the electronic ASN, and should be left out of the cartons where possible.
- 6.16. The Supplier must familiarise itself with the Supplier Manual.
7. Rejection of Goods
- 7.1. The Company reserves the right to examine and to reject all Goods which do not conform with these Terms and Conditions and all other relevant sections of the Supplier Manual, which have not been delivered by the specified date set out in its Order or which are in excess or short of quantity ordered.
- 7.2. All rejected Goods will be held by the Company awaiting the Supplier’s instructions, at the risk of the Supplier for a maximum period of 3 days and may be subject to storage, administration and handling charges. If the Goods are not collected after this period, the Company reserves the right to arrange for the return of the Goods via the Company’s nominated carried to the Supplier at the sole expense and risk of the Supplier. Alternatively, the Company shall be entitled (without liability) to dispose of the Goods at cost in such a manner as it sees fit, and to deduct its expenses of doing this from such disposal and pay the balance (if any) to the Supplier.
8. Sale or Return of Goods
- 8.1. Where the Supplier agrees with the Company that the Goods can be purchased by way of Sale or Return, the Supplier will collect the Goods that remain unsold upon being informed by the Company that the Goods are ready for collection. The Goods will be held by the Company for a maximum period of 1 week. If the Goods are not collected after this period, the Company reserves the right to arrange for the return of the Goods via the Company’s nominated carried to the Supplier at the sole expense and risk of the Supplier. Alternatively, the Company shall be entitled (without liability) to dispose of the Goods at cost in such a manner as it sees fit, and to charge its expenses in doing so to the Supplier.
9. Title and Risk
- 9.1. Risk and title in the Goods shall pass to the Company upon delivery to the Company in accordance with an Order, or as otherwise agreed between the parties without prejudice to any right of rejection or other right which may accrue or have accrued to the Company under these terms and conditions or otherwise.
- 9.2. In all cases the Company reserves the right prior to payment for the Goods to unpack ticket, transport, alter or amend the Goods as is reasonable to enable the Company to prepare the goods for sale to its Customers.
- 10.1. All Goods must be clearly labelled to conform with the Trade Description Act 1968 (as amended and replaced from time to time) and all other labelling, packaging and marking requirements as specified by the Company or as required in accordance with any law, rule, regulation, interpretation of the law or administrative practice of any government, government department, agency or regulatory body in the UK or the European Union.
- 10.2. The Supplier shall unconditionally and irrevocably indemnify and hold harmless the Company from and against any and all losses, liabilities, pending or threatened suits, proceedings, actions, damages, claims or demands and any costs, charges or expense of any character (including all reasonable legal fees on an indemnity basis) which may be incurred by or made asserted against the Company by reason of the breach by the Supplier of any of its obligations under Condition 10.1 above.
11. Ownership and Custody of Materials
- 11.1. All designs, tools, patterns, drawings, dyes, materials, specifications and other items supplied by the Company or provided to the Company by the Supplier shall be or become the Company’s property and shall be maintained by the Supplier in good condition, be kept confidential and not used for any purpose other than carrying out an Order or any subsequent order placed by the Company and shall be returned or delivered to the Company carriage paid on request. The Supplier will be responsible for making good any loss of or damage to any such items howsoever arising.
- 11.2. The Supplier agrees neither to quote nor to supply parts made with the Company’s designs, tools, patterns, drawings, dyes or specifications to any third party without the prior consent in writing of the Company.
12. Use of Information – Confidentiality / Intellectual Property
- 12.1. All information supplied by the Company shall be treated as confidential and shall not be disclosed or used other than to satisfy the requirements of an Order unless the information is or comes into the public domain otherwise than by breach of this Condition 12.1. Similarly, any written material or drawings supplied by the Company to the Supplier shall remain subject to the Company’s copyright and shall not be copied or used for any purpose other than satisfying the requirements of an Order. The Supplier shall promptly return, when requested by the Company, all written material and drawings supplied.
- 12.2. The Company’s Intellectual Property rights (‘IP rights’) includes, but is not limited to, registered designs, unregistered designs, trade marks, copyrights, distinctive signs or rights of any nature relating to the product the Company solely creates and manufactures. Where the Supplier has been instructed to create designs on the Company’s behalf, all rights attached to the designs, including drafts, preparatory work etc, the Supplier creates are automatically assigned to the Company upon creation. The Company gives the Supplier permission, for the term of these Terms and Conditions or as per the Company’s instructions, to use its IP rights in connection with the designs the Supplier is instructed to create. The Supplier undertakes to not use any designs created by the Supplier for the Company in relation to any consultancy services the Supplier may provide for any other organisation or individual outside the scope of these Terms and Conditions, since the rights of such are vested in the Company. The Supplier confirms that, as far as it is aware, the Supplier’s designs will not knowingly infringe that of a design created by a third party.
13. Liabilities and Indemnities
- 13.1. The Supplier is liable for damage to or loss of the Company’s property in the Supplier’s possession.
- 13.2. The Supplier shall indemnify the Company its agents, employees, officers, subsidiaries, associated companies and assigns against each loss, liability and cost directly or indirectly arising from or consequential upon:
- 13.2.1. an alleged or actual infringement of a patent, registered design, copyright, trade mark or other right of property vested in another person, firm or company resulting from the purchase, use or resale by the Company, its agents, employees, officers, subsidiaries, associated companies, assigns or customers of the whole or any part of the Goods or the Services;
- 13.2.2. an act or omission in the performance of or in connection with the obligations undertaken by the Supplier pursuant to the Order, whether due to the negligence of the Supplier, its agents, employees or subcontractors or their agents or employees, or otherwise, including, without limitation to the generality of the foregoing, any loss, liability or cost arising from any injury to a person or persons but excluding any loss, liability or cost arising directly from the negligence of the Company;
- 13.2.3. the Supplier has no obligation to indemnify the Company under Condition 13.2 if and to the extent that the relevant loss, liability or cost incurred was only incurred because the Supplier delivered the Goods or provided the Services strictly in accordance with the designs, plans or specifications supplied by the Company;
- 13.2.4. Without prejudice to any right or remedy available to the Company under statute or common law, the Supplier will irrevocably and unconditionally indemnify and hold harmless the Company from and against any and all losses, liabilities, pending or threatened suits, proceedings, actions, damages, claims or demands and any costs, charges or expenses of any character (including all reasonable legal fees on an indemnity basis) suffered or incurred by the Company as a result of the supply or use by the Supplier of defective goods or workmanship in carrying out the Order or as a result of the performance or non-performance of the Order or Services or which arise as a result of any breach of the conditions, warranties, inducements or representations expressed or implied in the Order or any other defect or fault in the construction of the Goods, or any other breach of contract on the part of the Supplier, including but not limited to consequential or indirect loss and loss of profits.
- 13.2.5. The Supplier shall unconditionally and irrevocably indemnify and hold harmless the Company from and against any and all losses, liabilities, pending or threatened suits, proceedings, actions, damages, claims or demands and any costs, charges or expenses of whatsoever nature (including all reasonable fees on an indemnity basis) arising out of any loss or damage to any movable or immovable property of any nature or type whatsoever of the Company or any third party and against any claim in respect of the death of or personal injury to any person whether in contract or tort or otherwise arising under common law, statute or otherwise as a result of breach of any statutory or common law duty or of any act or omission on the part of the supplier or any of its employees, sub-contractors, assignees or agents or as a result of the performance or non-performance of the Order or otherwise howsoever arising wherever such loss, damage, death or personal injury occurs (including but not limited to the Company’s premises).
- 14.1. Unless the Order expressly accepts or stipulates any provision for price variation and the basis of such variation, the price or rate for the Goods or Services is fixed and not subject to variation unless an Authorised Representative expressly agrees in writing.
- 14.2. Failure by the Supplier to attend to any of the following details may mean delay in payment (but with no prompt payment discount to be forfeited by the Company):
- 14.2.1. failure by the Supplier to send on the day of despatch in respect of each consignment of Goods, a separate advice note and invoice under separate cover to the invoice address specified on the Order and/or any delivery instructions received from the Company; or
- 14.2.2. failure by the Supplier to mark clearly the Order number on the consignment package, packing notes, invoices, monthly statements and all other correspondence relating to each consignment of Goods.
- 14.2.3. The Company reserves the right to deduct from any monies due or belonging to the Supplier any monies due from the Supplier to the Company on any account.
- 15.1. The Supplier shall not, without the prior written consent of the Company, advertise or publish in any way whatsoever the fact that the Supplier has contracted to supply the Goods and/or the Services to the Company, unless with the prior written permission of an Authorised Representative.
- 15.2. The Supplier shall provide permission to the Company for the Company’s use of the Supplier’s Trademarks (registered or unregistered) in relation to the Goods for display and intended sale transactions on the Company’s website.
16. Assignment and Subcontracting
- 16.1. The Supplier shall not without the consent in writing of the Company assign or transfer the Order or any part of it to any other person.
- 16.2. The Supplier shall not without the consent in writing of the Company subcontract the Order or any part of it other than for materials, minor details or for any part of the Goods of which the makers are named in the Order or any specification. Any such consent shall not relieve the Supplier of any of its obligations under the Contract.
17. Inventions and Improvements
- 17.1. When the Order includes manufacture to the Company’s designs, the Supplier agrees to inform the Company of any invention or improvement in design or method of manufacture whatsoever arising out of the performance of the Order by or on behalf of the Supplier, and any such invention or improvement and any patent or registered design rights in respect thereof and copyright in any drawings, documents or specifications relating thereto shall be the property of the Company. The Supplier will provide to the Company at the Company’s expense, all necessary assistance to enable the Company to obtain any patents, registered designs and other similar rights throughout the world.
18. Health and Safety
- 18.1. The Supplier warrants that the Goods and Services supplied in accordance with the Order will be safe and without risk to health when properly used and shall provide all necessary information and instructions in connection with the design, testing and safe use of the Goods (whether or not such information has been requested by the Company)
- 19.1. The Company may cancel the whole or part of an Order at any time by written notice to the Supplier if the Supplier:
- 19.1.1. fails to comply with any of the terms and conditions of an Order; or
- 19.1.2. passes a resolution for its winding up or dissolution or an administration order is made in relation to the Supplier or a receiver is appointed over or an encumbrancer takes possession of or sells an asset of the Supplier or the Supplier makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally; or
- 19.1.3. ceases to trade; or
- 19.1.4. is acquired by or merged with any third party.
- 20.1. Without prejudice to its liability to indemnify the Company, the Supplier shall at all times have in force and maintain at its own cost (and cause any subcontractor to have in force and maintain at its own cost) such policy or policies of insurance with insurers of good repute which would give the Supplier (or its sub-contractor) adequate cover in respect of all of the Supplier’s insurable liabilities under these Terms and Conditions. The Supplier shall, as requested by the Company, provide the Company with all such documentation as is necessary to prove the Supplier’s continuing compliance with its obligations to insure under this condition.
- 21.1. The warranties and remedies provided for in Condition 4 (Quality, Quantity and Description) and Condition 5 (Inspection and Testing) are in addition to those implied by or available at law or in equity and will continue in force notwithstanding the acceptance by the Company of all or part of the Goods and/or the Services to which those warranties and remedies apply.
22. Notices and Service
- 22.1. Any notice, order or other communication required or authorised pursuant to the Order or these Terms and Conditions to be given by either party to the other may be sent by first class pre-paid post, facsimile transmission, e-mail, electronic commerce or other comparable means of communication as agreed between the parties to the other party at the address referred to in Condition 22.2 below.
- 22.2. Any such notice, order or other communication given, made or served pursuant to Condition 22.1 above shall be deemed to have been received and effectively served:
- 22.2.1. upon the day of delivery of transmission, if transmitted by facsimile, email, electronic commerce or other comparable means of communication as agreed between the parties before the end of a Business Day; or
- 22.2.2. upon the next Business Day, if sent by first class prepaid or registered mail after the end of a Business Day or on any other day not being a Business Day.
- 22.3. Service of any legal proceedings concerning or arising out of the Order or these Terms and Conditions shall be effected by causing the same to be delivered to the Company Secretary of the party to be served and in the case of the Company, at its principal place of business at its registered office, or in the case of the Supplier at its principal place of business as set out on the Order and/or the Supplier’s invoice, or to such other address as may from time to time be notified in writing by the party concerned.
23. Invoicing Instructions
- 23.1. The following invoice requirements are given for information and apply to all Suppliers’ invoices. Failure to comply will result in an invoice being returned unpaid.
- 23.2. Payment of invoices will be in accordance with the Company’s settlement terms which are set out in the Supplier Manual or as otherwise agreed in writing with an Authorised Representative. The Supplier Manual may be varied from time to time by the Company.
- 23.3. Payment is against Suppliers’ invoices received (less debits raised) and can only be made once the Goods have been checked and receipted as against the original Order.
- 23.4. An invoice should reflect merchandise charges at one rate of VAT only.
- 23.5. Invoices must not be submitted with the Goods but sent under separate cover to the invoice address specified on the Order and/or any delivery instructions received from the Company.
- 24.1. A reference to a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time and any subordinate legislation made under the statutory provision.
- 24.2. These Terms and Conditions shall take precedence over any term or condition appearing on any quotation, acceptance form, delivery form, invoice or other document or letter emanating from the Supplier and such term or condition shall have no effect whatever except insofar as they are expressly accepted in writing by the Company.
- 24.3. If any special conditions of purchase applicable to an order which are in writing signed on behalf of the parties are inconsistent with these Conditions, the special conditions prevail.
- 24.4. A failure to exercise or delay in exercising a right or remedy provided by these Conditions or by law by the Company does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by these Conditions or by law by the Company prevents further exercise of the right or remedy or the exercise of another right or remedy.
- 24.5. A person who is not a party to the Order has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Order but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
- 24.6. The Supplier shall obtain any permit or licence from any government or other authority required for the performance of the Order.
- 24.7. These Terms and Conditions may be varied from time to time by the Company.
25. Governing Law and Jurisdiction
- 25.1. The Order is governed by English law.
- 25.2. The Courts of England have exclusive jurisdiction to settle any dispute arising from or connected with the Order.