Terms and Conditions

Tile Lounge

Terms & Conditions

1 Definitions: Business Customers and Consumers

1.1 Some of these terms apply to consumers only; some apply to business customers only. Those

terms are marked as such.

1.2 All other terms apply to all customers.

1.3 You are classified as a business customer if you indicate to us that the goods supplied by

us will be used in the course of your business or if you use the goods in the course of your


1.4 If you are not a business customer, you are a consumer. You have certain statutory rights

as a consumer which are not affected by these terms. Contact your local trading

standards office for more information. Words in italic type are legal words which clarify, rather than

alter, the meaning of the relevant clause.

Other Definitions

1.5 The Company and Seller means Tile Lounge.

1.6 Goods means the Tiles and other products which the Customer agrees to purchase from the


1.7 Stock Items are products that are classified as in stock in our UK warehouse.

1.8 Non-Stock items or Special Products are products that are classified as out of stock in our UK

warehouse or available on longer delivery lead times.

1.9 Order and Contract means the Order or Contract for the sale and purchase of the Goods

between the Customer and the Seller.

1.10 Price means the price for the Goods excluding where applicable, carriage, packaging,

insurance and Value Added Tax.

1.11 In writing means a communication by email or facsimile.

2 Price

2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate

applying at the time of delivery.

2.2 Our quotations lapse after 30 days (unless otherwise stated).

2.3 The price quoted excludes delivery (unless otherwise stated).

2.4 Business customers: unless otherwise stated, the price quoted to business customers is

an illustrative estimate only and the price charged will be our price current at the time of


2.5 Business customers: rates of tax and duties on the goods will be those applying at the

time of delivery.

2.6 Business customers: at any time before delivery we may adjust the price to reflect any

increase in our costs of supplying the goods.

2.7 The Companies website information and other advertising material shall not form any part of

any contract between the Customer and the Company.

2.8 Any information or description of the goods appearing on the Sellers website and other

publications is believed to be correct and current, but is not warranted by the Seller, in so far as

any such publication has been compiled from information supplied to the Seller, either by the

manufacturer or supplier of the goods. The Seller accepts no responsibility for the accuracy of any

such information or description.

2.9 Whilst we try to ensure that all prices on our website are accurate, errors may occur. If we

discover an error in the price of goods you have ordered, we will inform you as soon as possible to

give you the option of reconfirming your order at the correct price, or cancelling it. If we are unable

to contact you we will treat the order as cancelled. If the Company take the action to cancel the

order, for standard stock items and you have already paid for the goods, you will receive a full


2.10 Prices are subject to alteration without prior notification and shall not be binding on the Seller.

3 Samples

3.1 Tile samples are provided:

3.1.1 Free of charge for small sample pieces and full tile samples up to and including

600x600mm in size, with a restriction in place regarding the number of sample tiles a

Customer may order of one style/type/colour.

3.1.2 chargeable for full tile samples larger than 600x600mm size at pro-rata mÇ price plus

VAT and carriage. A restriction is in place regarding the number of sample tiles a Customer

may order of one style/type/colour.

3.2 A Customer may only order 1 sample tile of any style, colour or type, but may order as many

different styles, types and colours as they choose.

3.3. We despatch our samples and small order consignments through appointed carriers. A mobile

telephone number, delivery contact name and full delivery postcode are therefore required to fulfil

delivery requirements from our delivery partners. Delivery may be delayed if this information is not


3.4 If we supply you with a sample or an illustration whether in our catalogue or electronically

please note these are meant only as mere examples. Ceramic/porcelain tiles and natural stone

colours can vary considerably over a period of time. Samples are therefore for general

guidance and are not necessarily identical to current stock.

3.5 Colour shades of the same tile can vary from size to size and from batch to batch due to

the manufacturing process. We are therefore not liable for any of these variations. Repeat

or subsequent orders can therefore not be guaranteed to be the same size, calibration or

colour shade.

4 Ordering

4.1. The Company have produced the website for orders from our mainland United Kingdom

Customers. For other Great Britain and Ireland Customers, please contact our sales department

on 0845 130 2241

4.2. The Company may revise and update these Terms & Conditions, at any time and without prior


4.3 Each Contract between the Seller and the Customer will consist of the Order, the Terms and

Conditions and such other specific terms as the two parties shall agree in writing.

4.4 The Company accepts most major Credit & Debit Card payments via our on-line website.

These payments are Credit checked and final payment authorisation given, via Worldpay. The

Company cannot take any responsibility for the non-authorisation of on-line payments howsoever

caused or for any subsequent delay in delivery, when authorisation is queried or additional Credit

checking processes are involved.

4.5 Credit Checking routines require that the Debit or Credit Card used, is registered to the

appropriate person (Customer).

4.6 If Payments are declined or queried by Worldpay, the Company reserve the sole right to

employ additional Credit checking measures in order to confirm or qualify the authenticity of the

Customer. Should the credit authorisation fail, the Company will contact the Customer to discuss

and possibly seek an alternative method of payment.

4.7 In the event that the express Terms of a contract are in conflict with any Conditions, the

Conditions shall prevail.

4.8 As the number of tiles per square metre is nominal, the Customer will be responsible for

ensuring sufficient quantity of tiles are ordered.

4.9 Orders are accepted and promises for delivery given, conditionally upon our being able to

secure the necessary goods and without responsibility for delays arising through risks and

uncertainties of manufacture, strike, accidents, or other causes beyond our direct control.

4.10 Payment for the goods shall in itself constitute an acceptance of and agreement to these

general Terms & Conditions.

4.11 The Company reserves the right not to supply the Customer at the Companies sole


5 Delivery

5.1 All delivery times quoted are estimates only. The Company offer a standard next day delivery

which is between anytime between 08.30am-6pm with Palletways delivery network. Special

delivery services are also available on request. Due to Health & Safety / Insurance reasons we are

only able to offer a Kerbside Delivery Service* – entry onto a Customers property is at the Drivers

discretion or that of the haulage company they work for. For the purpose of general appreciation /

association, the vehicle making the delivery is likely in most cases, to be a 7.5 ton tail-lift vehicle.

*Kerbside Delivery Service : Whilst every effort will be made to deliver your product to the nearest

available delivery point, hazards or obstructions e.g. steps, lifts, uneven or gravel paths /

driveways may necessitate the delivery being made to an alternative location nearest to the

delivery vehicle.

5.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel

the contract, however:

5.2.1 you may not cancel if we receive your notice after the goods have been

dispatched; and

5.2.2 if you cancel the contract, you can have no further claim against us under

that contract.

5.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis

that you have no claim against us for delay (including indirect or consequential loss, or

increase in the price of the goods). The Company respectfully recommends that the Customer

does not book a Tiler or Tradesman, until the goods have been delivered to the desired location,

signed for and quality checked. The risk in relation to the goods passes to the Customer at the

point of physical delivery, at the time of delivery.

5.4 We may deliver the goods in instalments. Each instalment is treated as a separate


5.5 We may decline to deliver if:

5.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do

so; or

5.5.2 the premises (or the access to them) are unsuitable for our vehicle.

5.6 The Company reserve the right to utilise a variety of transportation services to deliver the

goods. Every effort will be made to deliver to the desired and requested point of delivery.

However, in circumstances where it is not practical or possible to complete the delivery in this

manner, the delivery will be made to an alternative location, appointed and notified to the

Company by the Customer, in advance, or to the nearest available location adjacent to the point of


5.7 It is the Customers responsibility to notify the Company of any circumstances that may affect

the delivery of goods using a vehicle of this size. i.e. Parking restrictions, “Red Routes”, Vehicular

access due to height or width, Narrow roads, Road works, Gravel or uneven driveways, Building

sites, High rise apartments (with or without lifts) etc. Failure to communicate relevant information

to the Company prior to delivery may result in additional costs for the re-supply being incurred by

the Customer and may also increase the re-delivery lead time. Penalty notices incurred as a

direct result of delivery locations stated by the Customer whilst unloading will be passed onto the

Customer for payment.

5.8 Time shall not be of the essence. The Company shall not be liable to the Customer, or be

deemed to be in breach of the Contract by reason of any delay in performing, or if any failure to

perform, was due to any cause beyond the Companies reasonable control. Without prejudice to

the generality of the foregoing, the following shall be regarded, although not exclusively, as causes

beyond the Companies control; Act of God, Explosion, Flood, Tempest, Adverse Weather

conditions, Fire or Accident, Traffic delays/Road works, War or threat of War, Sabotage, Civil

Unrest, Import / Export regulations and embargoes, Fuel availability, Strikes, Industrial action, Raw

material availability, Power failure or disruptions and breakdowns in vehicles or machinery.

5.9 If, due to prior notification from the Customer, that a smaller vehicle or specialist vehicle is

required to complete the delivery, the Company reserve the right to charge the Customer for the

additional costs involved.

5.10 It is the Companies expectation that the Customer or the Customers representative, will be

available to sign for the goods at the point of delivery. If goods are delivered without a signature

the responsibility for checking the goods is that of the Customer.

5.11 Before fixing, the Customer should ensure that they are satisfied that the goods supplied, are

correct to the original order. All items should be thoroughly unpacked and inspected as soon as

possible. Should you have any queries or questions at this stage, relating to the supply, damage,

shading or any other fault, please contact our Sales Team on 0845 130 2241.

5.12 The Company must be notified in writing, within a maximum of 2 working days from delivery

relating to any claims by the Customer relating to any shortage or damage to goods in transit.

Failure to communicate problems may result in additional costs for re-supply being incurred and

may also increase the re-delivery lead time.

6 Risk

6.1 The goods are at your risk from the time of delivery.

6.2 Delivery takes place either:

4.2.1 at our premises (if you are collecting them or arranging carriage); or

4.2.2 at your premises or address specified by you (if we are arranging carriage).

6.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you

must inform us in writing within 48 hours of delivery or the expected delivery time. You

must give us (and any carrier) a fair chance to inspect the damaged goods. You must

signed the delivery note “unexamined” if quantities are not checked.

6.4 We are not liable for defects arising from willful damage, negligence, abnormal working

conditions or misuse of the goods.

6.5 Prior to fixing all goods must be inspected for quality and shade and accepted before work

commences. No claims will be considered after goods have been fixed or installed.

7 Payment terms

7.1 You are to pay us in cash or in cleared funds prior to delivery.

7.2 Business Customers: you do not have the right to set off any money you may claim from

us against anything you may owe us.

7.3 Consumers: you may only set off money you claim from us against money you owe us

with our written agreement and on such terms as we may state.

7.4 While you owe money to us, we have a right to keep any property we may hold of yours

until you have paid us in full (a lien).

7.5 You are to indemnify us in full and hold us harmless from all expenses and liabilities we

may incur (directly or indirectly and including finance costs and legal costs on a full

indemnity basis) following any breach by you of any of your obligations under these terms.

7.6 Consumers: clause 5.5 means that you are liable to us for losses we incur because you

do not comply with these terms. We may claim those losses from you at any time and if

we have to take legal action we will ask the court to make you pay our legal costs.

7.7 If we hold goods for you we have the right to issue any invoice for those goods if they have

not be collected by you within 60 days of notifying you they are ready for collection (unless

otherwise agreed).

8 Title

8.1 Consumers: your statutory rights are unaffected.

8.2 Business customers: until you pay all debts you may owe us:

8.2.1 all goods supplied by us remain our property;

8.2.2 you must store them so that they are clearly identifiable as our property;

8.2.3 you must insure them (against the risks for which a prudent owner would

insure them) and hold the policy on trust for us;

8.2.4 you may use those goods and sell them in the ordinary course of your

business, but not if:

a. we revoke that right (by informing you in writing); or

b. you become insolvent.

8.3 Business customers: you must inform us (in writing) immediately if you become


8.4 Business customers: if your right to use and sell the goods ends you must allow us to

remove the goods.

8.5 Business customers: we have your permission to enter any premises where the goods

may be stored:

8.5.1 at any time, to inspect them; and

8.5.2 after your right to use and sell them has ended, to remove them, using

reasonable force if necessary.

8.6 Despite our retention of title to the goods, we have the right to take legal proceedings to

recover the price of goods supplied should you not pay us by the due date.

8.7 You are not our agent. You have no authority to make any contract on our behalf or in our


7 Warranties

9.1 We warrant that the goods:

9.1.1 comply with their description on our acknowledgement of order form; and

9.1.2 are free from material defect at the time of delivery (as long as you comply

with clause 9.4).

9.2 Business customers: we give no other warranty (and exclude any warranty, term or

condition that would otherwise be implied) as to the quality of the goods or their fitness for

any purpose.

9.3 Consumers: the warranty in clause 7.1 is in addition to your statutory rights.

9.4 If we supply you with a sample or an illustration whether in our catalogue or electronically

please note these are meant only as mere examples. Ceramic/porcelain tiles and natural stone

colours can vary considerably over a period of time. Samples are therefore for general

guidance and are not necessarily identical to current stock.

9.5 Colour shades of the same manufactured tile can vary from size to size and from batch to

batch due to the manufacturing process. Some variations in size, shape, manufacturing tolerance,

shading and pattern are inherent in the manufacture of tiles and therefore the Seller accepts no

liability. We are therefore not liable for any of these variations. Repeat or subsequent orders can

therefore not be guaranteed to be the same size, calibration or colour shade.

9.6 Colour shades and variations of the same natural stone tile can vary from size to size and from

batch to batch due to the product being of natural origins. Some variations in size, shape,

manufacturing tolerance, shading and pattern are inherent in the production of these tiles and

therefore the Seller accepts no liability. We are therefore not liable for any of these variations.

Repeat or subsequent orders can therefore not be guaranteed to be the same size, calibration or

colour shade.

9.7 If you believe that we have delivered goods, which are defective in material or

workmanship, you must:

9.6.1 inform us (in writing), with full details, as soon as possible; and

9.6.2 allow us to investigate (we may need access to your premises and product


9.8 If the goods are found to be defective in material or workmanship (following our

investigations), and you have complied with those conditions (in clause 7.6) in full, we will

(at our option) replace the goods or refund the price.

9.9 We are not liable for any other loss or damage (including indirect or consequential loss,

financial loss, loss of profits or loss of use) arising from the contract or the supply of goods

or their use, even if we are negligent.

9.10 Our total liability to you (from one single cause) for damage to property caused by our

negligence is limited to £250,000.00 or any such insurance that we hold from time to time.

9.11 For all other liabilities not referred to elsewhere in these terms our liability is limited in

damages to the price of the goods.

9.12 Nothing in these terms restricts or limits our liability for death or personal injury resulting

from negligence.

9.13 The supply of goods does not mean that they are suitable for a specific installation. The

Company can only be held responsible for any failure against products supplied, to the extent that

the manufacturer of such products is prepared to guarantee the same. No tiles are guaranteed

against crazing.

9.14 Where a significant area is to be tiled, it is the responsibility of the Tiler or Customers

nominated professional Tradesperson to use where possible, goods from a variety of separate

boxes to ensure that any batch, colour, shading and quality variances are minimised.

9.15 Any fault, quality or shading issue with the tiles supplied will remain the responsibility of the

manufacturer. The Company will accept no responsibility for further or subsequent loss or

expense, if the tiles are faulty, or not to the acceptance of the Customer. Any such issues will be

passed to the manufacturers, whereby any claims will become solely the manufacturer’s liability,

disclaimers or notes printed on boxes or packaging will become the responsibility of the Customer

to read and accept, prior to use or fixing.

9.16 Any claim by the Customer, which is based on any defect in the quality or condition of the

Goods, or their failure to correspond with specification, shall (whether or not the delivery is

refused, by the Customer) be expected to notify the Seller in writing, within 2 working days, from

delivery. If delivery is refused and the Customer does not notify the Seller accordingly, the Seller

shall have no liability for such defect or failure and the Customer shall be bound to pay the price

as if the Goods had been delivered in accordance with the Contract.

9.17 Where any valid claim in respect of any defect in the quality or condition of the Goods, or

their failure to meet specification is notified to the Company, in accordance with these conditions,

the Company shall be entitled to replace the Goods (or the part under query) free of charge or at

the Companies sole discretion, refund to the Customer the price of the Goods (or a proportionate

part of the price) however, the Company will have no further liability to the Customer.

9.18 The Company offer a range of cleaning, maintenance and protection products. Every care

should be taken when using these products to ensure that they are appropriate for the product and

location involved. Customers are requested to refer to the manufacturer’s website and to fully read

and adhere to the manufacturer’s usage and application guideline instructions before use.

Additionally, it is recommended that Customers should apply a small sample to a test area to

ensure suitability, before proceeding with the main project. The Company are unable to accept any

responsibility or liability for costs incurred through the use/mis-use of these products, howsoever


10 Specification

10.1 If we prepare the goods in accordance with your specifications or instructions you must

ensure that:

10.1.1 the specifications or instructions are accurate;

10.1.2 goods prepared in accordance with those specifications or instructions will

be fit for the purpose for which you intend to use them; and

10.1.3 your specifications or instructions will not result in the infringement of any

intellectual property rights of a third party, or in the breach of any applicable

law or regulation.

10.2 Business Customers: We reserve the right;

10.2.1 to make any changes in the specifications of our goods that are necessary

to ensure they conform to any applicable safety or statutory requirements;


10.2.2 to make without notice any minor modifications in our specifications we think

necessary or desirable.

11 Cancellation & Returns

11.1 We will accept the return of goods from you only by prior arrangement (confirmed in writing

by us).

11.2 If the order is cancelled (for any reason):

11.2.1 Stock items –

i. Prior to site delivery: A refund, less £50 plus VAT, will be issued for the Goods

once the goods have been received and inspected by the Company, as being in a

resalable condition: clean, undamaged and unopened boxes. The Company will not

accept under any circumstances the cost for delivering, or re-packaging of the


ii. Before goods leave UK warehouse: A Full refund will be issued for the Goods.

11.2.2 Non-stock items or Special Products – you are then to pay us for all stock as a result

of your order placed with us that we may then hold (or to which we are committed due to

special production or are already in transit to our UK warehouse) for the order. A refund

less 25% or £50 plus VAT, whichever is the greater, of the full order value will be issued.

11.2.3 If the Customer cancels the order after despatch, but before physical delivery, the

Customer will be expected to accept delivery of the goods and take responsibility for the

return of the goods to the Company. The Customer should return goods using conventional

haulage and should not use Express or Special Transportation services, unless specifically

agreed with the Company, in writing, prior to the goods being returned.

11.2.4 Refunds will be processed as a priority. The maximum time period to refund any

monies will not exceed 30 Days from the receipt of goods. Additionally, please note, any

monies paid back to Credit / Debit cards may take a further 3-5 days to show on Customers


11.3 We may suspend or cancel the order, by written notice if:

12.3.1 you fail to pay us any money when due (under the order or otherwise);

12.3.2 you become insolvent;

12.3.3 you fail to honour your obligations under these terms.

11.4 After 7 (seven) working days from delivery, if the Customer wishes to cancel the order, this

action will be considered to be a ‘Return’.

12 Waiver and variations

12.1 Any waiver or variation of these terms is binding in honour only unless:

13.1.1 made (or recorded) in writing;

13.1.2 signed on behalf of each party; and

13.1.3 expressly stating an intention to vary these terms.

12.2 All orders that you place with us will be on these terms (or any that we may issue to

replace them). By placing an order with us, you are expressly waiving any printed terms

you may have to the extent that they are inconsistent with our terms.

13 Force majeure- business customers only

13.1 If we are unable to perform our obligations to you (or able to perform them only at

unreasonable cost) because of circumstances beyond our control, we may cancel or

suspend any of our obligations to you, without liability.

13.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism,

fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining


14 General

14.1 English law is applicable to any contract made under these terms. The English and Welsh

courts have non-exclusive jurisdiction.

14.2 If you are more than one person, each of you is liable for all of your obligations under

these terms (joint and several liability).

14.3 If any of these terms are unenforceable as drafted:

14.3.1 it will not affect the enforceability of any other of these terms; and

14.3.2 if it would be enforceable if amended, it will be treated as so amended.

14.4 We may treat you as insolvent if:

14.4.1 you are unable to pay your debts as they fall due; or

14.4.2 you (or any item of your property) becomes the subject of:

a. any formal insolvency procedure (examples of which include

receivership, liquidation, administration, voluntary

arrangements (including a moratorium) or bankruptcy);

b. any application or proposal for any formal insolvency

procedure; or

c. any application, procedure or proposal overseas with similar

effect or purpose.

14.5 Business customers: all brochures, catalogues and other promotional materials are to be

treated as illustrative only. Their contents form no part of any contract between us and you

should not rely on them in entering into any contract with us.

14.6 Business customers: any notice by either of us which is to be served under these terms

may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s

registered office or principal place of business. All such notices must be signed.

14.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third

Parties) Act 1999) by any person not identified as the buyer or seller.

14.8 The only statements upon which you may rely in making the contract with us are those

made in writing by someone who is (or whom you reasonably believe to be) our authorised

representative and either:

14.8.1 contained in our estimate (or any covering letter) and not withdrawn before

the contract is made; or

14.8.2 which expressly state that you may rely on them when entering into the


14.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.

15 Data Protection

15.1 We are registered under the Data Protection Act 1998 (“the Act”) and comply with the Act in

all our dealings with your personal data. If you make an enquiry by email on our website or request

information about our products and other services, you will need to give to us personal information

such as your name, email address, business or home address and telephone number. We will use

this information to answer your enquiry or to send you the requested information or literature


16 Privacy Policy

16.1 When you use the web site, you may provide us with personal information about yourself. We

use such information to confirm any order details, fulfil your orders, deal with your queries, and

send you information about our products and services and for the purpose of record keeping. We

will not release, offer or sell any personal information you provide, to other third parties without first

seeking your permission. Your details may sometimes be shared with our contractors or agents, in

order to provide you with the products and services that you have requested.

17 Cookies

17.1 Our aim at Tile Lounge is to provide our visitors with an enriched online experience when

browsing and searching for your perfect tiles. Tile Lounge uses cookies in order to make the user

experience easier, more relevant and up to date. From the 26th of May 2012 a revised ePrivacy

Directive came into place enforcing that publishers must clearly identify what cookies are in use

and their purpose.

17.2 Cookies definition: Cookies are small text files stored on your PC, tablet or mobile device

when you access most websites on the Internet. Cookies make the interaction between users and

websites faster and easier, making the browsing experience more efficient and enjoyable. Detailed

information about the types of cookies that are used on www.tilelounge.co.uk are set out below.

17.3 Tile Lounge use of cookies is aimed at enriching the overall user experience online and allow

us to make further improvements and tailor our visitors requirements. We use cookies to make our

website as useful as possible. We only use cookie when strictly necessary to provide functionality

and improve site performance. We use cookies to track usage but they do not tell us who you are

or contain personal information. Using www.tilelounge.co.uk means you agree to our use of


17.3.1 Related to Sign up and registration process, helps us remember choices you may

have made on a previous visit (functional cookies).

17.3.2 Related to Login and remembering shopping basket contents, essential for services

and features throughout the site (strictly necessary cookies).

17.3.3 Related to site optimisation and testing, these provide us with anonymous

information about how the site is used (performance cookies).

17.3.4 Related to Google Analytics, these again allow us to anonymously track site usage

but means you cannot be identify personally.

17.3.5 Trusted third party targeting, these help improve the user experience by providing

more relevant ads (ad serving targeting cookies).

17.4 Restricting or blocking cookies used on www.tilelounge.co.uk may impact the functionality or

performance of the website, or prevent you from using certain services provided through

www.tilelounge.co.uk. It will also affect our ability to update www.tilelounge.uk to remember user

preferences and improve performance.

17.5 For more information about cookies we recommend visiting www.allaboutcookies.org. For

further details about controlling and deleting cookies we recommend www.aboutcookies.org.

Company Information

This web site is operated by the Company, Tile Lounge under parent company Grestec Tiles Ltd.

Our registered office is Unit 4-6 Marley Farm Business Estate, Headcorn Road, Smarden, Kent

TN27 8PJ. Registered in England and Wales No. 4275217. Our VAT registration number is GB

781 3613 28.

Any material downloaded or otherwise obtained through the use of this web site is done at your

own discretion and risk and you will be solely responsible for any damage to your own computer

system, or loss of data that results from the download of any such material.

This site, including the content and information provided within, is governed by the laws of