Terms and Conditions

1

DEFINITIONS AND  INTERPRETATION

1.1 In these Conditions (unless the context otherwise requires) the following words and phrases shall have the following meanings:

1.1.1 “Conditions” means these terms and conditions of  sale;

1.1.2 “Consumables” means all Jessops own branded consumable items supplied by Jessops including digital paper, digital printer ink, single use cameras, film, aerosol blowers, cleaning fluid, cleaning tissues, bulbs, alkaline batteries, black and white chemicals and black and white paper;

1.1.3 “Contract” means a contract for the sale of Goods made by or on behalf of Jessops with a Customer;

1.1.4 “Customer” means a person, firm, company or organisation in each case acting in the course of business to whom Jessops supplies or is to supply Goods pursuant to a Contract;

1.1.5 “Goods” means the goods, services or Vouchers which Jessops supplies pursuant to a Contract;

1.1.6 “Intellectual Property” means patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyrights, database rights, design rights, rights affording equivalent protections to copyright, database rights and design rights, semiconductor topography rights, trade marks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing-off;

1.1.7 “Order” means an order for the Goods received by Jessops from the Customer;

1.1.8 “Order Acknowledgement” means a written acknowledgement of an Order issued by Jessops to the Customer;

1.1.9 “Jessops” means The Jessops Group Limited, a company registered in England and Wales under number 1097345 whose registered office is at Jessop House, 98 Scudamore Road, Leicester, LE3 1TZ (a principal subsidiary company of Jessops Plc);

1.1.10 “Vouchers” means Jessops gift vouchers (or such other gift vouchers as agreed between Jessops and the Customer) in paper or electronic format; and

1.1.11 “Working Day” means any day from Monday to Friday (inclusive) which is not Christmas Day, Good Friday or a statutory holiday in England.

1.2    In these Conditions (unless the context  otherwise requires):

1.2.1 construction of these Conditions shall ignore the headings (all of which are for reference only);

1.2.2 any reference to any statute or statutory provision shall be deemed to include a reference to that provision as from time to time amended, extended, consolidated, modified, re-enacted or replaced; and

1.2.3 the words “agreed in writing” means agreed in writing and signed by a duly authorised officer of Jessops.

2

APPLICATION OF THESE CONDITIONS

2.1 The Customer hereby warrants and undertakes that it is entering into the Contract in the course of business and not as a consumer.

2.2 Any Order will be deemed to be an Offer by the Customer to purchase the Goods upon these Conditions.

2.3 These Conditions shall govern and be incorporated into every Contract, and shall prevail over any terms or conditions contained or referred to in any correspondence, document, Order, or elsewhere or implied by custom, practice or course of dealing. To be clear, the Customers’ standard terms of purchase shall not apply to any Contract.

2.4 No Order shall be binding on Jessops unless and until Jessops accepts it by issuing an Order Acknowledgement or (if earlier) Jessops delivers the Goods to the Customer. The Customer's acceptance of delivery of the Goods shall constitute unqualified acceptance of these Conditions.

2.5 No amendment or addition to these Conditions shall form part of any Contract unless agreed in writing.

2.6 Any advice or recommendation given by Jessops or by its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Jessops is followed or acted upon entirely at the Customer’s own risk and accordingly Jessops shall not be liable for any such advice or recommendation which is not so confirmed.

3

ORDERS  AND SPECIFICATION

3.1 The Customer is responsible to Jessops for ensuring the accuracy of the details of the Order and the quantity, quality, description and specification of Goods and for giving Jessops any necessary information relating to the Order within a sufficient time to enable Jessops to perform its obligations in accordance with these Conditions. Jessops shall not be liable to the Customer for any losses or liabilities resulting from errors or omissions in the information provided to it.

3.2 All descriptions in Jessops’ catalogues, samples, price lists or advertising material are intended to present a general picture of products sold by Jessops and shall not form representations or form part of the Contract.

3.3 The Customer may only cancel an Order with the written agreement of Jessops (which may be withheld in Jessops’ sole discretion) and on the terms that the Customer shall indemnify Jessops in full on demand against all losses (including loss of profit), liabilities, costs, claims and expenses incurred in connection with this.

4

QUOTATIONS

4.1 A quotation by Jessops (if any) does not constitute an offer and no acceptance by a Customer of a quotation shall form a binding contract. Jessops reserves the right to withdraw or revise a quotation at any time.

4.2 Jessops reserves the right to restrict or limit the supply to the Customer of Jessops branded products and exclusive lines as it may determine (in its absolute discretion) from time to time.

5

DELIVERY  AND  PERFORMANCE

5.1 Jessops will use reasonable endeavours to deliver Goods within 28 Working Days and Vouchers within 2 Working Days of in each case:

5.1.1 acceptance of an Order in accordance with Condition 2.4 (for payments on account); or

5.1.2 on receipt of full payment in cleared funds (for all other accounts).

but dates and times for delivery are estimates only and time for delivery or performance is not of the essence and shall not be made so by the service of any notice. Jessops accepts no liability for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by Jessops’ failure to deliver or perform on or by a particular date or dates.

5.2 Condition 5.1 is subject at all times to the availability of the Goods and Jessops reserves the right to supply, without notice, substitute Goods provided that such Goods shall not be materially different in terms of specification, quality or performance from the Goods ordered.

5.3 Delivery shall occur upon the delivery of the Goods to the address stipulated on the Order Acknowledgement or, where Orders are placed in a Jessops store, on making the Goods available for collection by the Customer from that store.

5.4 Unless otherwise agreed in writing Jessops shall only deliver to mainland United Kingdom, the Channel Islands, Scottish Highlands and islands and Northern Ireland.

5.5 All deliveries of Goods to addresses other than Jessops’ stores shall be sent by courier, first class mail or registered post (at Jessops’ absolute discretion) unless otherwise agreed and stipulated in the Order Acknowledgement.

5.6 If any delay in the delivery or performance is caused by the Customer then:

5.6.1 delivery/performance shall be deemed to have taken place when it would have occurred but for the delay and any extra costs (including storage and insurance) incurred as a result shall be added to the Contract price and paid by the Customer; and

5.6.2 if the delay exceeds 28 days Jessops may dispose of the Goods as it sees fit and may deduct any amounts payable to Jessops by the Customer from any sale proceeds. It shall account to the Customer for any excess or charge the Customer for any shortfall.

5.7 Unless otherwise expressly agreed, Jessops may effect delivery in one or more instalments. If delivery is effected by instalments, each instalment shall be treated as a separate Contract and failure by Jessops to deliver any one or more instalments in accordance with these Conditions or any claims by the Customer in respect of any one or more instalments shall not entitle the Customer to reject further instalments or treat the Contract as a whole as repudiated.

5.8 The Customer authorises Jessops to enter such contracts as Jessops determines with sole discretion with any Carrier of the Goods and Section 32(2) of the Sale of Goods Act 1979 does not apply and Jessops is not required to give the Customer the notice specified in section 32(3) of that Act.

5.9 On delivery all Goods should be examined. Where goods are accepted from the Carrier without being checked the delivery book of the Carrier must be signed “not examined”.

5.10 Proof of delivery will be supplied on request and will be subject to a charge of £6.00 (excluding vat) per consignment. Proof of delivery is only available within three months following the date of despatch.

6

RISK, TITLE  AND INSURANCE

6.1 Risk in the Goods shall pass to the Customer on delivery but ownership (legal and equitable) in the Goods remains with Jessops until Jessops has received in cash or cleared funds payment in full of:

6.1.1 the agreed price for the Goods (together with any accrued interest at the rate specified in Condition 8.6); and

6.1.2 all other amounts owed by the Customer to Jessops in respect of any other goods or agreement.

6.2 Until ownership in the Goods passes to the Customer under Condition 6.1, the Customer shall at its expense:

6.2.1 hold the Goods on a fiduciary  basis as Jessops’ bailee;

6.2.2 ensure that no third party obtains any lien or other legal right over or in respect of the Goods or any part. In particular (but without prejudice to the generality of the foregoing) the Customer will ensure that no rights whether contractual or otherwise are obtained in, over, or in respect of the Goods or any part by any carrier, landlord, mortgagee, debenture holder or bank;

6.2.3 store the Goods separately from all other Goods in such a way that they remain readily identifiable as Jessops’ property and easily accessible to Jessops;

6.2.4 not destroy, deface or obscure any identifying mark on the Goods or their packaging;

6.2.5 maintain the Goods in a satisfactory  condition;

6.2.6 not incorporate, attach or annex the Goods to any real property; and

6.2.7 allow Jessops access at any reasonable time to enable Jessops to verify compliance with the obligations under this Condition 6.

6.3 If the Customer resells any Goods in which ownership has not passed to the Customer, such resale shall (as between Jessops and the Customer only) be made by the Customer as agent for Jessops provided that (a) any sale must be effected in the ordinary course of business and (b) it will be a sale of Jessops’ property on the Customer’s own behalf and the Customer will deal as principal when making the sale.

6.4 At any time before ownership in the Goods passes to the Customer (whether or not any payment to Jessops is then overdue or the Customer is otherwise in breach of any obligation to Jessops), Jessops may (without prejudice to any other of its rights):

6.4.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Customer hereby authorises; and/or

6.4.2 require delivery up to it of  all  or any  part of  the Goods.

6.5 Jessops may at any time appropriate sums received from the Customer as it thinks fit, notwithstanding any purported appropriation by the Customer.

6.6 From the time of delivery until ownership in the Goods passes to the Customer in accordance with Condition 6.1, the Customer shall insure the Goods for their full value with a reputable insurer and, if Jessops so requests, ensure that Jessops' name is noted on the insurance policy. Until ownership in the Goods passes to the Customer, the Customer shall hold the proceeds of any claim on such insurance policy on trust for Jessops and shall immediately account to Jessops with the proceeds.

7

PRICE

7.1 The price for the Goods shall be that quoted by Jessops (as varied under Condition 4) or, if no price is quoted, Jessops' published list prices current at the time that Jessops despatches the Order.

7.2 Jessops may at any time prior to despatch of the Order by giving notice to the Customer:

7.2.1 withdraw any  discount  from  its normal  prices;

7.2.2 revise prices to take account of increases in costs including the cost of any goods, raw materials, transport, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates; or

7.2.3 revise prices to take account of any changes in delivery dates, quantities or specification of the Goods which are requested by the Customer or any delay caused by the Customer failing to give Jessops adequate information or instructions.

7.3 Jessops shall (if applicable) add to the price of the Goods and the Customer shall pay:

7.3.1 any costs of carriage and / or insurance which shall be payable at Jessops’ standard rates from time to time; and

7.3.2 an amount equal to any VAT or other sales tax or duty applicable from time to time to sales or supplies of such Goods.

7.4 Subject to Condition 9.4 the Customer shall not, unless otherwise agreed in writing, be entitled to return any Goods to Jessops but where such approval is given by Jessops the Customer shall be charged a handling charge not exceeding 10% of the value of the Goods returned.

8

PAYMENT

8.1 Customers who have been granted by Jessops (in its sole discretion) a credit account facility will pay the price within 28 days of the invoice date. Jessops may (in its sole discretion) amend the terms of or withdraw such credit account facility at any time without notice with immediate effect and on such withdrawal all amounts due or accruing to Jessops under the Contract will become immediately payable despite any other provision of these Conditions.

8.2 Customers who have not been granted a credit account facility will pay the price on Jessops accepting an Order and in any event prior to delivery of the Goods.

8.3 No payment will be deemed to have been received until Jessops has received cleared funds.

8.4 Time of payment is of the essence of a Contract and Jessops reserves the right to suspend the provision of Goods to the Customer where any amounts are overdue under any Contract until all such amounts have been paid. Jessops reserves the right to recover from the Customer all reasonable costs incurred by it in connection with an overdue account (including solicitors fees and costs).

8.5 The Customer is not entitled to withhold payment of any amount due to Jessops by way of any set-off or counter claim save to the extent that this cannot be excluded by law.

8.6 If the Customer fails to pay any amount due to Jessops under any Contract on the due date, interest shall be added to such amount at the rate of 5% ₃₃₃ over the base rate for the time being of HSBC Bank plc for the period from and including the date of receipt (whether before or after judgment).

8.7 Jessops may offset any amount owing to it from the Customer against any amount owed to the Customer by Jessops.

8.8 Jessops shall have a general lien on all the Customer's property in Jessops' possession (although the Customer may have paid for it in full) in satisfaction of any amount owed by the Customer to Jessops under any Contract, and may deal with it as it sees fit.

8.9 Where the Customer is eligible for exemption or relief from VAT on the goods or services ordered, written notice and documentary proof of eligibility for relief from VAT must be provided with the order. The Customer is responsible for the validity of its claim for relief from payment of VAT and shall indemnify Jessops in respect of any charges imposed by HM Revenue & Customs or other Government departments or agencies due to the incorrect relief of VAT.

8.10 All Orders placed by Customers that are to be charged to the Customer’s credit account are subject to a minimum order value of £25 plus VAT.

9

WARRANTY  AND LIABILITY

9.1 Where Jessops is not the manufacturer of the Goods then Jessops shall use its reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to Jessops.

9.2 Where Goods are manufactured by Jessops then Jessops warrants that on delivery and for a period of 12 months from the date of delivery the Goods shall comply in all material respects with the description and specification (if any) set out in the Contract and be free from material defects in materials and workmanship and be fit for the common purpose for which they are normally supplied provided that in respect of Consumables the warranty is only given as at the date of delivery.

9.3 Where services are provided by Jessops then it warrants that such services shall be performed with reasonable skill and care.

9.4 The warranties in Conditions 9.2 and 9.3 are given on the following conditions:

9.4.1 Jessops is not liable for any defect in the Goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or an act, neglect or default of the Customer or a third party;

9.4.2 Jessops is not liable for any defect which arises due to the Customer failing to follow Jessops instructions as to storage, assembly, installation, use, handling or maintenance of Goods;

9.4.3 Jessops is not liable for a defect in the Goods unless it is notified to Jessops within 14 Working Days of the discovery of the defect, failure or defective performance; and

9.4.4 the Customer returns the Goods to Jessops within 14 Working Days of Jessops’ request.

9.5    Subject to Condition, 9.11, Jessops is not  liable for:

9.5.1 non-delivery or non-performance unless the Customer notifies Jessops of the claim within 7 Working Days of the date of Jessops' invoice; or

9.5.2 shortages in quantity delivered unless the Customer notifies Jessops of a claim within 7 Working Days of delivery of the Goods; or

9.5.3 damage to or loss of all or part of the Goods in transit (where the Goods are carried by Jessops' own transport or by a carrier on behalf of Jessops) unless the Customer notifies Jessops in the manner and within the time limits set out in the carrier’s terms of business; or

9.5.4 any  Goods not manufactured by Jessops.

9.6 Subject to Condition 9.11 where any claim is made pursuant to Condition 9.2 or 9.3 Jessops shall be entitled (at its sole discretion) to replace or repair the Goods (free of charge) or refund the Customer any monies paid and Jessops shall, upon doing so, have no further liability in contract, tort (including negligence) or otherwise howsoever to the Customer.

9.7 In no circumstances shall Jessops accept any liability for any loss or claim arising from any acts or omissions of the Customer's agents, employees or sub-contractors, any such liability the Customer hereby fully accepts.

9.8 Except as set out in this Condition 9, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, use of or failure to supply the Goods are excluded to the extent permitted by law.

9.9 Subject to the provisions in Condition 9.11 below, Jessops is not liable to the Customer in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise for any of the following losses or damages, whether direct or indirect, and even if such losses and/or damages were foreseen, foreseeable or known, or Jessops was advised of the possibility of them in advance:

9.9.1 loss or damage incurred by the Customer as a result of third party claims; or

9.9.2 direct or indirect loss of  loss of  actual  or anticipated profits;  or

9.9.3 loss of  business opportunity; or

9.9.4 any  product  recall or  business interruption costs;  or

9.9.5 loss of  anticipated savings;  or

9.9.6 loss of  or  damage to goodwill or  reputation; or

9.9.7 any indirect, special or consequential loss or damage howsoever caused.

9.10 Subject to Condition 9.11 below, the entire liability of Jessops under or in connection with any contract and whether in contract, tort (including whether for negligence) or otherwise, is limited, in respect of each event or series of connected events, to the net amount invoiced to the Customer of the defective, damaged or undelivered Goods which give rise to such liability.

9.11 Nothing in these Conditions shall operate to exclude or restrict Jessops’ liability for:

9.11.1 death or  personal  injury  resulting from  negligence;

9.11.2 breach of the obligations arising from section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982; or

9.11.3 fraud or  deceit.

10

TERMINATION

10.1Jessops may terminate a Contract immediately  by written notice if:

10.1.1 the Customer fails to pay the price or any part of it on the due date or the Customer is in breach of any obligation under a Contract or these Conditions and has failed to remedy the breach within 28 days of receipt of notice specifying the breach and require it to be remedied;

10.1.2 a meeting being convened, a petition presented, an order made, an effective resolution passed, or notice given for the Customer's winding up or dissolution (other than for the sole purpose of amalgamation and reconstruction); or

10.1.3 an application being made, or resolved to be made by any meeting of the Customer's directors or members, for an administration order in relation to it or any party gives or files notice of intention to appoint an administrator of it or such an administrator being appointed; or

10.1.4 an incumbrancer taking possession, or a receiver or manager or administrative receiver being appointed, of the whole or any part of the Customer's assets; or

10.1.5 the Customer ceasing or suspending payment of any of its debts or being unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or

10.1.6 a proposal is made for a composition in satisfaction of the Customer's debts or a scheme or arrangement of its affairs including a voluntary arrangement within the meaning of part I of the Insolvency Act 1986; or

10.1.7 the Customer has a bankruptcy order made against him or enters into any arrangement with its creditors.

10.2 On or at any time after the occurrence of any of the events in Condition 10.1, Jessops may:

10.2.1 stop any  Goods in transit; and/or

10.2.2 suspend further deliveries to the Customer or performance of the Services; and/or

10.2.3 exercise its rights under  Condition 5;  and/or

10.2.4 terminate any Contract forthwith by giving notice to that effect to the Customer; and/or

10.2.5 any indebtedness of the Customer to Jessops shall become immediately due and payable.

10.3 The termination or expiry of the Contract (howsoever arising) shall be without prejudice to any rights and remedies which may have accrued to either party.

10.4 Any Conditions which expressly or impliedly have effect after termination or expiry (howsoever arising) shall continue to be enforceable notwithstanding termination or expiry.

11

CONFIDENTIALITY

11.1 The Customer shall treat all information of a confidential nature which has been disclosed to the Customer by Jessops as confidential including all product, Customer or business information as confidential and shall not disclose it to any third party without Jessops' prior written consent or use it for any purpose except where authorised to do so by Jessops.

11.2 Condition 11.1 does not  apply  to information which:

11.2.1 is at the date of disclosure or becomes at any time after that date publicly known other than by the Customer's breach of this Condition; or

11.2.2 can be shown by the Customer to Jessops' satisfaction to have been known by the Customer before disclosure by Jessops to the Customer; or

11.2.3 is or becomes available to the Customer otherwise than from Jessops and free of any restrictions as to its use or disclosure; or

11.2.4 is required to be disclosed by  law.

12

INTELLECTUAL  PROPERTY

12.1 The Customer shall not be authorised to use any trade mark, symbol or device of Jessops or any of its group companies without the prior written consent of Jessops.

12.2 The Customer shall acquire no rights in respect of any Intellectual Property owned by, registered to or otherwise used by Jessops or any group company of Jessops.

12.3 Nothing in these Conditions shall be construed as any representation or warranty by Jessops that the design, manufacture, use or sale of the Goods is not an infringement of a third parties Intellectual Property.

13

PACKAGING

13.1 All Goods shall be packed in accordance with Jessops’ standard practice and packing materials are not returnable.

13.2 The Customer will dispose of all packaging in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.

14

RECYCLING

14.1 Pursuant to its obligations under The Waste Electrical and Electronic Equipment Regulations 2006 Jessops agrees that when a Customer purchases a Jessops own branded electrical or electronic product pursuant to a Contract Jessops shall, if required by the Customer, recycle and dispose free of charge an equivalent product belonging to the Customer.

14.2 For the avoidance of doubt where Jessops supplies an electrical or electronic product which is not a Jessops branded product pursuant to a Contract then responsibility for recycling and disposing of any equivalent product rests with the relevant producer.

15

FORCE MAJEURE

15.1 In this Condition 15, "Force Majeure Event" means any circumstance beyond the control of Jessops including, but not limited to acts of God, fire, explosion, adverse weather conditions, flood, earthquake, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slow-downs or other industrial disputes, accidents, riots or civil disturbances, acts of government, lack of power and delays by Jessops or materials or stock shortages.

15.2 If Jessops is prevented, hindered or delayed from or in supplying the Goods under these Conditions by a Force Majeure Event Jessops may, at its sole option, and without being liable for any loss or damage suffered by the Customer as a result:

15.2.1 suspend deliveries or performance while the Force Majeure Event continues;

15.2.2 apportion available stocks of Goods between its Customers if Jessops has insufficient stocks to meet orders;

15.2.3 terminate any Contract forthwith by giving notice to that effect to the Customer.

16

TESTS

16.1 If the Customer requires the Goods to be subjected to any test or inspection other than Jessops usual or routine tests or inspection (“Test”) such Test shall be carried out at the Customer’s expense and at a place and time convenient to Jessops. If the Customer does not attend such Test Jessops shall make it in accordance with the terms notified to it or deemed by it to be applicable or suitable and the Customer shall be deemed to have accepted the result.

17

GENERAL

17.1 The Customer may not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under, a Contract without the prior written consent of Jessops. Jessops is entitled at any time to assign or deal with the benefit of any Contract, or sub-contract any work relating to any Contract.

17.2 Any notice given by one party to the other in connection with a Contract must be in writing and may be delivered personally or by pre-paid first class post and in the case of post will be deemed to have been given 2 Working Days after the date of posting. Notices shall be delivered or sent to the last known addresses of the parties or to any other address notified in writing by one party to the other for the purpose of receiving notices in connection with a Contract. Each party may specify by notice to the other a particular individual or office holder to whom any notices served on it are to be addressed, in which case a notice shall not be validly given unless so addressed.

17.3 If any of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other Conditions which shall remain in full force and effect. If any of these Conditions is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

17.4 A person who is not party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Contract. This Condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

17.5 The rights and remedies provided by any Contract may be waived only in writing and any failure to exercise or any delay in exercising a right or remedy by Jessops shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of a Contract or of a default under a Contract shall not constitute a waiver of any other breach or default and shall not affect the other terms of such Contract.

17.6 The Customer agrees that it will have no remedy in respect of any untrue statement innocently or negligently, or for any warranty or general description made by or on behalf of Jessops prior to the Contract whether such statement was made orally or in writing (unless made fraudulently).

17.7 A Contract and any matter arising from or in connection with it shall be governed by and construed in accordance with English law and each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with a Contract or the legal relationships established by or in connection with such Contract.