1.1 If you buy goods/products from us you agree to be legally bound by the terms and conditions herein, amendable from time to time.

1.2 You may only buy goods/products from us for non-business reasons unless agreed otherwise.

2.1 By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made (see the summary box below). We will give you this information in a clear and understandable way.

2.2 The key information we give you by law forms part of this contract (as though it is set out in full here).

2.3 If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.

3.1 By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made (see the summary box below). We will give you this information in a clear and understandable way.

3.2 The key information we give you by law forms part of this contract (as though it is set out in full here).

4.1 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

4.2 The Order constitutes an offer by you to purchase the Goods in accordance with these Terms. You are responsible for ensuring that the contents of the Order are complete and accurate.

4.3 The Order shall only be deemed to be accepted once all information has been checked and a dedicated sales person issues a written acceptance of the Order in the form of a confirmation of order, at which point the Contract shall come into existence.

4.4 Once an Order is accepted by us, you will have been given an opportunity where applicable to view a sample of the fabric or material to be used on the Goods. We are not responsible for any Bespoke Goods that do not satisfy your requirements, nor shall we accept returns of Bespoke Goods due to any discrepancies.

4.5 We reserve the right to amend the Order if required by any applicable statutory or regulatory requirement, and we shall notify you in any such event.

4.6 Any samples, descriptive matter or advertising produced by us and any descriptions or illustrations contained in our catalogues, brochures or website 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.

4.7 The parties agree that;

4.7.1 minor variations to such materials are outside of our control.

4.7.2 Bespoke Goods that do not satisfy your requirements cannot be returned.

4.8 You waiver any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of yours that are inconsistent with these Terms.

4.9 If you are a Consumer Customer that resides in an EU member state, you are entitled to the mandatory consumer protection as provided in that EU member state.

5.1 The offer constituted by an Order shall remain in effect and capable of being accepted by us for 7 Days from the date on which you submitted the Order, after which time it shall automatically lapse and be withdrawn.

5.2 We may accept or reject an Order at our discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:

5.2.1 our written acceptance of the Order in the form of a Confirmation of Order; or

5.2.2 our dispatching the Goods or notifying you that they are available for collection (as the case may be).

5.3 Rejection by us of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.

5.4 You may withdraw or amend an Order at any time before acceptance by us. If we are unable to accept an Order, we shall notify you as soon as reasonably practicable.

You're responsible for making sure your Order is accurate

5.5 It is your responsibility to ensure the Goods you wish to purchase will fit in the space intended, any items to be hung can be installed where intended, and that we can deliver to your property and room of choice. We cannot be held responsible for incorrect measurements, any Goods that cannot be fitted or hung on surfaces deemed unsuitable at the time of delivery, or for being unable to access a property to make delivery.

6.1 Any amendments made to an Order either during or after production is complete may incur additional costs and lead to delays with delivery.

6.2 Should you require amendments making to an Order you should notify us at the earliest opportunity. Should an Order be amended, a new written acknowledgement will be sent to you stipulating the updated requirements. We will acknowledge receipt of the amendment request and provide you with an updated estimate for such amendments. On receipt of acceptance of the estimate we shall send you a new order acknowledgement for the amendments.

7.1 The right to cancel the contract will depend on what Goods you have bought, whether there is anything wrong with the Goods, how we are performing when you decide to end the contract and whether you are a Consumer or Business Customer;

7.1.1 If the Goods are faulty or misdescribed you may have a legal right to end the contract (or to get the Goods repaired or replaced as the case may be). Please refer to clause 12;

7.1.2 If you want to cancel the contract because of something we have done, told you we are going to do or failed to do. Please refer to clause 7.6;

7.1.3 If you are a Consumer and have changed your mind about the Goods purchased. Please refer to clause 7.2 to clause 7.5;

7.1.4 If we are not at fault and you are not a consumer exercising your right to change your mind under the Consumer Contracts Regulations please refer to clause 7.8.

If items purchased online by a Consumer Customer

7.2 You have the right to cancel this contract within 14 days (cooling-off period) of placing an Order without giving any reason.

7.3 The cooling-off period will expire after 14 days of the conclusion of the Contract.

7.4 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cooling-off period has expired.

7.5 We will wait until the 14-day cooling-off period in this clause 7 is over before we start production of your Order, unless you give written permission to start production of your Order during the 14–day cooling-off period. In such instance you waiver your right to cancel the Order because you change your mind.

Cancelling the contact because of something we have done or told you we are going to do

7.6 In the following circumstances, the contract will end immediately, and we will refund you in full for any Goods which have not been provided:

7.6.1 We have told you about a change to the Goods or these terms which you do not agree to.

7.6.2 We have told you about an error in the price or description of the Goods you have ordered and you do not wish to proceed;

7.6.3 We have told you there is a significant delay with the Goods due to an event outside of our control;

7.6.4 We have or are going to suspend supply of Goods for technical reasons, for a period of more than 21 days; or

7.6.5 You have a legal right to cancel the contract because of something we have done wrong.

Ending the contract where no fault and no right to change your mind

7.7 You may request to end the contract. We may at our discretion agree to such, in such instances we may request that you pay us compensation as a condition of us agreeing to end the contract.

Our right to cancel this Contract with Consumer or Business Customer

7.8 We have the right to cancel the Contract with immediate effect, by giving you written notice, if you have failed to pay the amount due under the Contract on the due date for payment.

7.9 The ending of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at the end of the Contract, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of the Contract came to an end.

How to end the contract with us

7.10 To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (eg a letter sent by post or email). You must let us know by letter, phone or email at: sales@chaplins.co.uk / +44 (0) 20 8421 1779

7.11 In the event you wish to cancel the contract please provide your full name, delivery address, Order number and details of order, telephone number and email address. Returning Goods if contract cancelled

7.12 If the contract is cancelled following dispatch of Goods to you, or you have received the Goods, you must return them to us.

7.13 If you are a Consumer exercising your right to change your mind, you must return the Goods within the 14 days cooling-off period. This excludes Bespoke Goods, Ex-Display, Quickship and any other items ordered from a supplier, which we do not hold in stock.

7.14 All goods must be returned unused and in a fully re-saleable condition in their original packaging. Failure to do so may result in a reduction of the refund provided. Such deduction is at our sole discretion.

8.1 If you cancel this contract, we will reimburse to you all payments received from you except where we are allowed to keep such payments such as where we have started carrying out production of your Order within the 14–day cooling-off period and you have accepted our written confirmation, and emailed us consent, to place the order and start production within the 14–day cooling-off period.

8.2 We will make the reimbursement without undue delay, and not later than 14 days after the date on which we are informed about your decision to cancel this contract.

8.3 We will make the reimbursement using the same means of payment as you used for the initial transaction, in any event, you will not incur any fees as a result of the reimbursement.

9.1 The price of the Goods shall be the price set out in the Order Confirmation.

9.2 The price of the Goods:

9.2.1 may exclude amounts in respect of value added tax (VAT), which you shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and

9.2.2 may exclude the costs and charges of packaging, insurance and transport of the Goods, which may be invoiced to you separately.

9.3 We will invoice you for the Goods prior to providing you with a delivery date.

9.4 We also reserve the right to charge you for storage of Goods, if you are unable to take delivery of the Goods when they are ready to be dispatched, providing we have storage space available, and reasonable transport and handling costs incurred shall be charged to you.

9.5 You shall pay each invoice submitted by us in full and in cleared funds to a bank account nominated in writing by us.

9.6 Time for payment shall be of the essence of the Contract.

9.7 If you fail to make payment due to us, then the Order placed will not be put into production.

Our right of set-off if you are a Business Customer

9.8 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).

We charge you when we accept your order

9.9 For some Goods we take payment at regular intervals, as explained to you during the order process. You will own the Goods once we have received payment in full.

We charge interest on late payments

9.10 If we’re unable to collect any payment you owe us we may charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.

We pass on increases in VAT

9.11 If the rate of VAT changes between your order date and the date we supply the product, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.

10.1 We shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any).

10.2 We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Goods are ready. Alternatively, you can collect the Goods from our warehouse at Unit 4, Curo Park, Frogmore, St Albans, Hertfordshire AL2 2DD or such other location as may be advised by us prior to delivery (Delivery Location), within an agreed number of days, of us notifying you that the Goods are ready.

10.3 Delivery is completed on the completion of unloading and placing of the Goods at the Delivery Location and in the room set out on the Order.

10.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. If we delay or fail to deliver the Goods, we are not liable if the delay or failure is caused by an event outside of our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

10.5 If you fail to take delivery of the Goods within a reasonable period of time of us notifying you that the Goods are ready, then, except where such failure or delay is caused by an event outside of our control or our failure to comply with its obligations under the Contract in respect of the Goods:

10.5.1 delivery of the Goods shall be deemed to have been completed 30 Days after the day on which we notified you that the Goods were ready; and

10.5.2 we shall store the Goods until actual delivery takes place and may charge you for all related costs and expenses (including insurance).

10.6 Unless agreed otherwise, if we notified you that the Goods were ready for delivery and you have not taken actual delivery of them, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge you for any shortfall below the price of the Goods.

10.7 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

10.8 The form of transport which shall be used for delivery of the Goods shall be at our discretion.

10.9 Non delivery must be notified in writing to the carrier and to the sales person and warehouse manager within 48 hours of date of dispatch, otherwise you will be assumed to have received the Goods in good condition.

10.10 Deliveries may be totally or partially suspended by us during a period in which we may be prevented or hindered from manufacturing, supplying or delivering Goods or an event outside of our control.

Time of Delivery

10.11 All delivery dates quoted are estimates. Delivery can take place during any day within that week. We will contact you to arrange delivery at a suitable time to ensure you can accept the Goods.

10.12 If you have requested Installation Services, such will be carried out at an agreed time following delivery of the Goods.

11.1 We warrant that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:

11.1.1 conform in all material respects with their description; and

11.1.2 be free from material defects in design, material and workmanship; and

11.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

11.2 No guarantee is given or liability accepted with regard to quality or fitness for purpose. Any manufacturers warranty will be passed on to you. This does not apply to ex-display items.

11.3 We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 11.1 if:

11.3.1 you make any further use of such Goods after giving notice in writing of a warranty claim;

11.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage, use and maintenance of the Goods;

11.3.3 you modify, alters or repairs such Goods without the written consent or, having received such consent, not in accordance with our instructions; or

11.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage, or could be expected to arise in the normal course of use of the Goods.

11.4 Except as provided in this clause 11, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 11.1.

11.5 These Terms shall apply to any repaired or replacement Goods supplied by us.

11.6 The provisions of these Terms shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery of the repaired or replaced Goods.

12.1 We will replace or repair free of charge Goods damaged in transit or which are defective or not as ordered, providing the carriers and we are notified in writing within 24 hours of delivery (otherwise than upon our or our carriers delivery documents).

12.2 Should you notify us, in writing, of damage to material or Goods in transit within the time limits referred to in clause 12.1 then we should be afforded a reasonable opportunity to inspect those Goods. Should damage be ascertained and be found to be your fault, a replacement will be at our discretion.

12.3 Goods alleged by you to be defective or not as ordered shall not form the subject of any claim for injury, loss, damage or any expense however incurred unless or until inspected by us and the cause of the defect established and if applicable we shall be provided with an opportunity to rectify the issue by offering a replacement of the defective Goods.

12.4 Subject to clause 11.3, if:

12.4.1 You give notice in writing to us during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.1;

12.4.2 we are given a reasonable opportunity of examining such Goods; and

12.4.3 you (if asked to do so by us) return such Goods to our place of business at our cost, we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full. In the event of a refund, we shall also refund any delivery costs.

12.5 Defects in dimensions or pigmentation variation of fabric, from that shown on our website, in any delivery shall not be grounds for cancellation of the order or contract.

12.5.1 Whilst changes of appearance over time can occur due to atmospheric conditions such as moisture and/or altering temperatures such are not considered defects under the terms of the Contract.

Consumer Rights

12.6 Should you notify us, in writing, of damage to material or Goods in transit within the time limits referred to in clause 12.1 then we should be afforded a reasonable opportunity to inspect those Goods. Should damage be ascertained and be found to be your fault, a replacement will be at our discretion.

12.7 Goods alleged by you to be defective or not as ordered shall not form the subject of any claim for injury, loss, damage or any expense however incurred unless or until inspected by us and the cause of the defect established and if applicable we shall be provided with an opportunity to rectify the issue by offering a replacement of the defective Goods.

13.1 The risk in the Goods shall pass to you on completion of payment in full and delivery of the Goods.

13.2 You shall not own the Goods until we receive payment in full (in cash or cleared funds) for the Goods.

13.3 You should report any damage or flaws in Goods and/or any missed delivery of Goods should be reported to us within 24 hours of delivery.

13.4 If you fail to accept delivery of the Goods we shall store and insure the Goods pending delivery, and you shall pay all reasonable storage and insurance charges or storage and insurance charges at our then-applicable rates or costs and expenses incurred by us in doing so.

13.5 Should it be necessary for us to store Goods for the you then we accept no responsibility for loss or damage to those Goods.

13.6 If 28 Business Days following the due date for delivery or collection of the Goods, you have not taken delivery of or collected them, we may dispose of the Goods. The ownership of the Goods shall revert to us and we shall:

13.6.1 deduct all reasonable storage charges at our then-applicable rates; and

13.6.2 where applicable invoice you the remaining proportion of the Goods yet to be paid for.

14.1 You acknowledge it is your responsibility to ensure the Goods can be delivered and will fit in the intended space within the Delivery Location. We cannot be held responsible for the Goods not fitting at the Delivery Location or for Installation not being completed by us due to safety reasons or circumstances outside of our control, such as it not being possible to hang a mirror from a stud or plasterboard wall.

14.2 You should report to us any damage caused to a property by us, our employee or contractor at the time of delivery.

14.3 Once installation of all Goods has been completed we shall provide a completed check list of the Order, to evidence completion of the Order, to you. Such evidence shall be signed off by both parties on the day of delivery and installation and a copy provided to you.

14.4 The parties acknowledge that we cannot be held accountable should the finish of the Goods be compromised and/or quality of Installation and overall aesthetics be diminished due to uneven surfaces on ceilings/walls/floors where Goods are to be installed.

14.5 Once installation has taken place and over time atmospheric conditions such as moisture and altering temperatures in the direct vicinity of the Goods can alter the aesthetics, look and feel of the Goods. The parties acknowledge that we cannot be held accountable for alterations and variations to Goods for such reasons.

Nature of the Installation services for consumers

14.6 The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’), for example:

14.6.1 the services are carried out with reasonable care and skill;

14.6.2 you must pay a reasonable price for the services, and no more if you and we haven't fixed a price for the services, and

14.6.3 we must carry out the services within a reasonable time if you and we haven't fixed a time for the services to be carried out.

You have to return the product at your own cost.

15.1 You have to return the Goods (and any free gifts provided with it)] to us within 14 days of your telling us you have changed your mind. Returns are at your own cost, unless we offered free returns when you bought the Goods or the Goods are damaged or faulty upon delivery. You can:

15.1.1 bring the product to our showroom OR by contacting our Sales Team: sales@chaplins.co.uk | +44 (0) 20 8421 1779. You will need your email receipt and the card you paid with.

15.1.2 send the product back to us, using an established delivery service. If you do this you should keep a receipt or other evidence from the delivery service that proves you have sent it and when you sent it. If you don’t do this and we don’t receive the goods at all or within a reasonable time we won’t refund you the price. For help with returns, including our collection arrangements for goods which can’t be posted, see our Returns Process: https://chaplins.co.uk/returns-policy or contact our Sales Team: sales@chaplins.co.uk | +44 (0) 20 421 1779.

We only refund standard delivery costs for Goods returned that are defective, faulty and/or damaged.

15.2 We don’t refund any extra you have paid for express delivery or delivery at a particular time.

We reduce your refund if you have used or damaged the Goods

15.3 If you handle the Goods in a way which would not be acceptable in-store, we reduce your refund, to compensate us for its reduced value. For example, we reduce your refund if the condition of the Goods is not “as new”, price tags have been removed, the product-branded packaging is damaged or accessories are missing. In some cases, because of the way you have treated the Goods, no refund may be due. Our Sales Team: sales@chaplins.co.uk | +44 (0) 20 421 1779 can advise you on whether we’re likely to reduce your refund.

When and how we refund you.

15.4 If the non-bespoke Goods haven’t been delivered or we’re collecting from you, we refund you as soon as possible and within 14 days of you telling us you’ve changed your mind. If you are returning the Goods to us, we refund you within 14 days of receiving them back from you (or receiving evidence you’ve sent them to us). We refund you by the method you used for payment. We don’t charge a fee for the refund.

16.1 We may revise these Terms at any time, examples of changes may be:

16.1.1 changes in how we accept payment from you; and

16.1.2 changes in relevant laws and regulatory requirements.

16.2 We will update any changes on our website. If we do revise these Terms prior to delivery of your Goods and such changes affect you, we will contact you in writing as soon as practicable.

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an event outside of our control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 14 days written notice to the affected party.

18.1 References to liability in this clause 18 includes every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Responsibility to Consumers

18.2 We are responsible to you for loss or damage caused by us that is foreseeable (it is obvious that it will happen or if at the time of the contract was made both you and us knew it might happen). We are responsible for loss or damage that you suffer if we fail to comply with these Terms or fail to use reasonable care and skill. We are not liable or responsible for any loss or damage that you suffer that is not foreseeable.

18.3 We only supply the Goods to you for personal, domestic and private use. If you use the Goods for any commercial, business or re-sale purpose please refer to clause 18.4 to clause 18.7 for our liability to you.

Responsibility to Business and Consumer Customers

18.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or defective products under the Consumer Protection Act 1987.

18.5 Subject to clause 18.4, the following types of loss are wholly excluded:

18.5.1 loss of profits;

18.5.2 loss of sales or business;

18.5.3 loss of agreements or contracts;

18.5.4 loss of anticipated savings;

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

18.5.6 loss of or damage to goodwill; and

18.5.7 indirect or consequential loss.

18.6 Subject to clause 18.4, our total liability to you shall not exceed £250,000.00.

18.7 Except to the extent set out in clause 11.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982, are to the fullest extent permitted by law, are excluded from the Contract.

18.8 This clause 18 shall survive the bringing to the end of the Contract.

19.1 Variation.

19.1.1 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.2 Assignment and other dealings.

19.2.1 We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

19.2.2 You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of us.

19.3 Waiver.

19.3.1 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.

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

19.4 Severance.

19.4.1 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 of the Contract is deemed deleted under this clause 19.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19.5 Third party rights.

19.5.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

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

20.1 We will try to resolve any disputes with you quickly and efficiently.

20.2 If you are unhappy with the Goods and/or Installation Services or any other matter please contact us as soon as possible.

20.3 If you and we cannot resolve a dispute using our internal complaint handling procedure, we will:

20.3.1 let you know that we cannot settle the dispute with you, and

20.3.2 give you certain information required by law about our alternative dispute resolution provider

20.4 If you want to take court proceedings, the relevant courts in the part of the United Kingdom where you live will have non-exclusive jurisdiction in relation to this contract.

21.1 The Contract constitutes the entire agreement between the parties.

21.2 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 shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

22.1 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 law of England and Wales.

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