Royal Mile Whiskies Trade – Terms & Conditions

Last Updated 01/04/2026

1. Interpretation

1.1 Definitions:

Application Form Means the credit account application form to be completed by the Customer and to which these Conditions are attached.

Business Day means a day, other than a Saturday, Sunday or public holiday in Scotland, when banks in Edinburgh are open for business.

Business Hours means the period from 9.00 am to 5.00 pm on any Business Day.

Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.

Contract means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer means the person or firm who purchases the Goods from the Supplier as set out in the Application Form.

Delivery Location has the meaning given in clause 4.2.

Force Majeure Event means an event, circumstance or cause beyond a party's reasonable control.

Goods means the goods (or any part of them) set out in the Order.

Intellectual Property Rights means patents, utility models, rights to inventions, copyright, neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, 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, or to claim priority from, those rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Minimum Order Quantity means the minimum quantity of Goods which must be included in an Order which is indicated on the Customer’s account on the Supplier’s web portal.

Net Revenue means the total invoiced value of the Goods during the Rebate Period (as hereinafter defined) or Interim Period (as hereinafter defined), excluding VAT, carriage charges, credits, returns, and any disputed or unpaid invoices.

Order means the Customer's order for the Goods, made directly through the Trade Portal, through the Customer’s own procurement system (if agreed by the Supplier) or by email.

Referred Party means the third party who has been referred to the Supplier by the Customer in accordance with clause 9.

Specification where applicable, means any specification for the Goods, that is agreed in writing by the Customer and the Supplier.

Supplier means The Dormant Distillery Company Ltd (registered in Scotland with company number SC172078).

Trade Portal means the part of the Supplier’s website which is specifically restricted to the Customer.

1.2 Interpretation:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.

1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1 These Conditions apply to trade/business customers. The Customer confirms that it is purchasing the Goods in the course of business.

2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. For the avoidance of doubt, the Customer shall comply with any other applicable terms and conditions, including, but not limited to, the Supplier’s website terms and conditions.

2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order are complete and accurate.

2.4 The Order shall only be deemed to be accepted if the Customer has purchased the Minimum Order Quantity and when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.

2.5 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.6 Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.7 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue and shall be subject to terms and conditions as set out on the quotation.

3. Goods

3.1 The Goods are described in the Supplier's digital catalogue.

3.2 Where applicable, the Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement and shall notify the Customer in any such event.

3.3 The Customer shall have access to the Supplier’s live stock system. The Customer acknowledges that there may be stock discrepancies. The Supplier shall not have any liability for being unable to fulfil an order. The Supplier shall use reasonable endeavours to inform the Customer of any shortages ahead of dispatch. Goods are only reserved for a Customer, once an Order is complete.

3.4 The Customer can cancel or remove an item from its Order by contacting trade@royalmilewhiskies.com immediately. An Order will only be amended once confirmed in writing by the Supplier. A new order should be placed for any additional items required. An Order will not be capable of being amended once the Supplier has commenced work to fulfil the Order.

3.5 No returns will be accepted without the Supplier’s prior written consent.

3.6 The Customer warrants that it holds, and will maintain, all licences and authorisations required to purchase, store and resell alcoholic products and will comply with all applicable laws (including age-verification obligations) in connection with the Goods.

4. Delivery

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage instructions (if any).

4.2 Subject to the Customer purchasing the Minimum Order Quantity, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location).

4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall not be liable for failure by the Customer to make the Delivery Location available for the delivery of the Goods.

4.6 The Supplier may deliver the Goods by instalments. Each instalment shall constitute a separate Contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.7 The Customer shall indemnify the Supplier in respect of any costs arising out of the Customer’s failure to accept delivery (including, for the avoidance of doubt, any storage or other charges charged by the carrier).

4.8 The Customer shall report all shortages or damages at the time of delivery. Where delivery has been completed by the Supplier, if shortages or damages are reported, once paperwork is returned by the driver, the Supplier shall amend the invoice accordingly. Where delivered by a third-party delivery service, all damages or shortages must be reported to the Supplier within 48 hours of receipt of the Goods.

5. Quality

5.1 The Supplier warrants that on delivery, the Goods shall:

5.1.1 conform in all material respects with their description; and

5.1.2 be free from material defects in design, material and workmanship.

5.2 Subject to clause 5.3, if:

5.2.1 the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, replace the defective Goods, or refund the price of the defective Goods in full.

5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:

5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

5.3.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.3.3 the defect arises as a result of the Supplier following any drawing, design or Specification supplied by or on behalf of the Customer;

5.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

5.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any replaced Goods supplied by the Supplier.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

6.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.2 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.3 notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4; and

6.3.4 give the Supplier such information as the Supplier may reasonably require from time to time relating to:

6.3.4.1 the Goods; and

6.3.4.2 the Customer's ongoing financial position.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1 it does so as principal and not as the Supplier’s agent; and

6.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, the Supplier may:

6.5.1 by notice in writing to the Customer, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

6.5.2 require the Customer to deliver up all Goods in its possession and control 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 Goods are stored, to recover them. The Customer shall procure entry to any such third party's premises if requested to do so by the Supplier.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice in writing to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

7.2.1 any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods:

7.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;

7.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer; and

7.3.3 unless otherwise agreed in writing, includes duty, liability for which shall pass to the Customer when the Goods are delivered to the delivery address.

7.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery pursuant to clause 4.3.

7.5 The Customer shall pay each invoice submitted by the Supplier:

7.5.1 in accordance with payment terms to be agreed in writing between the Supplier and the Customer;

7.5.2 unless otherwise agreed, within 30 days of the date of the invoice or in accordance with any credit terms agreed in writing by the Supplier; and

7.5.3 in full and in cleared funds to a bank account nominated in writing by the Supplier, and

7.5.4 time for payment shall be of the essence of the Contract.

7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier's remedies under clause 13, the Customer 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 7.6 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%.

7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. credit facilities

8.1 The Supplier may provide credit facilities to the Customer. If the Supplier provides credit facilities to the Customer, the Supplier:

8.1.1 will determine a Customer’s credit limit at the Supplier’s sole discretion;

8.1.2 may vary Customer credit limits from time to time, without prior notification to the Customer; and

8.1.3 may withhold the supply of Goods if the Customer exceeds their credit limit.

8.2 The Customer shall pay, on demand, all sums arising out of any credit facility provided.

8.3 The Customer hereby acknowledges that the Supplier shall be entitled to use third parties (including credit agencies and insurers) to assist the Supplier in deciding if it wishes to provide credit facilities or to carry out appropriate identity verification or financial due diligence. This may include the use of soft credit checks.

8.4 The Supplier may terminate the Contract, under clause 13, if a credit decision on a Customer changes.

9. Referrals

9.1 From 1st April 2026, the Customer will be entitled to participate in the Supplier’s referral scheme provided that the Customer has made a purchase from the Supplier in compliance with these Conditions within the preceding 2 months.

9.2 To make a referral, the Customer shall submit a referral form through the Trade Portal. The Customer shall be entitled to receive incentives as set out in clause 9.3 (“Referral Incentive”) subject to the following:

9.2.1 the Referred Party purchases at least twelve (12) orders which qualify for free delivery as set out on the Supplier’s website within 3 months from the date that the Supplier sets the Referred Party up as a customer (“Minimum Incentive Criteria”).

9.3 Subject to the Minimum Incentive Criteria being met, the Customer shall be entitled to £350 (excluding VAT) of credit applied to its credit account for purchases made from the Supplier and the individual account holder who submits the referral shall be entitled to a £100 (inclusive of VAT) gift voucher to be spent on the Supplier’s website. The use of the gift voucher shall be subject to any other applicable terms and conditions and shall be valid for 1 year from the date that the gift voucher is sent.

9.4 No reward will be payable for any Referred Party who was in discussion with the Supplier prior to a referral being submitted by the Customer.

9.5 In the event that a Referred Party is referred by more than one customer, the Referral Incentive shall be paid to the customer who makes the referral first.

9.6 The Supplier shall not be liable for any failed delivery due to the provision of incorrect details from the Customer.

9.7 The Supplier shall be entitled, in its absolute discretion, to withdraw a Referral Incentive where it reasonably believes that there has been a breach of these terms and conditions or otherwise where a Customer has gained advantage in participating in the referral scheme or has participated using fraudulent means.

9.8 The Supplier reserves the right to cancel or amend this clause 9 at any time.

10. intellectual property

10.1 Each party and their respective licensors shall retain ownership of all of its Intellectual Property Rights.

10.2 Where the Supplier has agreed to provide bespoke Goods to the Customer, including, but not limited to, bespoke labelling for the Goods, the Customer grants to the Supplier a non-exclusive, royalty-free, non-transferable, perpetual, sub-licensable licence to use the Customer Intellectual Property Rights for the purposes of providing the bespoke Goods. The Customer warrants that the supply, receipt and use of the Customer Intellectual Property Rights by the Supplier and its subcontractors shall not infringe the Intellectual Property Rights of any third party. The Supplier shall indemnify the Customer against all Losses incurred by the Supplier as a result of any claim that the supply, receipt or use of the Customer Intellectual Property Rights infringes the Intellectual Property Rights of any third party.

11. confidentiality

11.1 Each party undertakes that it shall not at any time during this Contract, and for a period of five years after termination or expiry of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2.

11.2 Each party may disclose the other party’s confidential information:

11.2.1 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 Contract. 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 11; and

11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 Neither party may use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

12. Limitation of liability

12.1 During the Contract, the Customer shall maintain in force, with reputable insurance companies, insurance against all risks that would normally be insured against by a prudent businessperson in connection with this Contract and produce to the Supplier on demand evidence confirming the contractually required level of cover is in place and the receipt for the then current premiums.

12.2 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

12.3 Nothing in the Contract limits any liability for:

12.3.1 death or personal injury caused by negligence;

12.3.2 fraud or fraudulent misrepresentation;

12.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

12.3.4 defective products under the Consumer Protection Act 1987;

12.3.5 any liability that cannot legally be limited; or

12.3.6 the Customer's payment obligations under the Contract.

12.4 Subject to clause 12.3, the Supplier's total liability to the Customer shall not exceed the value of the Goods in any particular Order.

12.5 Subject to clause 12.3, the following types of loss are wholly excluded:

12.5.1 loss of profits (including loss of anticipated savings);

12.5.2 loss of sales or business;

12.5.3 loss of agreements or contracts;

12.5.4 loss of use or corruption of software, data or information;

12.5.5 loss of or damage to goodwill; and

12.5.6 indirect or consequential loss.

12.6 This clause 12 shall survive termination of the Contract.

13. Termination

13.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

13.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of it being notified in writing to do so;

13.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

13.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

13.1.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

13.1.5 a credit decision on the Customer changes.

13.2 The Supplier may terminate the Contract at any time by giving the Customer thirty (30) days prior written notice.

13.3 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

13.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

13.5 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Customer shall pay immediately on receipt.

13.6 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

13.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

14. Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving not less than 7 days' written notice to the affected party.

15. General

15.1 Assignation and other dealings.

15.1.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice of such dealing to the Customer.

15.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

15.2 Applicable laws.

15.2.1 The Customer shall comply with all applicable laws and regulations including, but not limited to, the Bribery Act 2010, the Modern Slavery Act 2015, applicable data protection laws and anti-money laundering laws.

15.3 Entire agreement.

15.3.1 The Contract constitutes the entire agreement between the parties.

15.3.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.4 Variation. The Supplier may amend these Conditions from time to time. The Supplier will notify the Customer in writing (including by email or by publication on the Supplier’s website) of any material changes. Any such updated Conditions shall apply to all Orders placed after the effective date stated in the notice. Continued placement of Orders by the Customer following such notice shall constitute acceptance of the amended Conditions.

15.5 Waiver.

15.5.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.5.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

15.6 Severance. If any provision or part-provision of the Contract 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 Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 15.6, 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.

15.7 Notices.

15.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

15.7.1.1 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); or

15.7.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served): Supplier: trade@royalmilewhiskies.com. Customer: the email address specified on the credit account application form for the primary purchaser Any notice shall be deemed to have been received:

15.7.1.3 if delivered by hand, at the time the notice is left at the proper address; or

15.7.1.4 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; or

15.7.1.5 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

15.7.2 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.

15.8 Third party rights.

15.8.1 The Contract does not give rise to any rights under the Contracts (Third Party Rights) (Scotland) Act 2017 to enforce any term of the Contract.

15.8.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

15.9 Governing law. The Contract 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 Scots law.

15.10 Jurisdiction. Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.