legal information
CORPORATE TRADE SUPPLIES UK LTD (CTS UK)
TERMS AND CONDITIONS FOR THE SALE OF GOODS
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions the following definitions apply:
Applicable Law: means all applicable laws, legislation, statutory instruments, regulations and
governmental guidance having binding force whether local or national;
Bribery Laws: means the Bribery Act 2010 and all Applicable Laws in connection with bribery or
anti-corruption and associated guidance published by the Secretary of State for Justice under the Bribery
Act 2010;
Business Day: means a day other than a Saturday, Sunday or bank or public holiday when banks
generally are open for non-automated business in England;
Conditions: means CTS’s terms and conditions of sale set out in this document;
Confidential Information: means any commercial, financial or technical information, information
relating to the Goods, plans, , know-how or trade secrets which is obviously confidential in nature or has
been identified as confidential, or which is developed by a party in performing its obligations under, or
otherwise pursuant to the Contract;
Contract: means the agreement between CTS and the Customer for the sale and purchase of the Goods
incorporating these Conditions and the Order, and including all its attachments, annexures and
statements of work;
Control: means the beneficial ownership of more than 50% of the issued share capital of a company or
the legal power to direct or cause the direction of the management of the company and Controls,
Controlled and under common Control shall be construed accordingly;
CTS: means CORPORATE TRADE SUPPLIES UK LTD (company number 12611252) a company
registered in England and Wales whose registered office address is Unit 5 Mile House Business Park,
Northallerton, United Kingdom, DL6 2NW;
Customer: means the named party in the Contract which has agreed to purchase the Goods from CTS
and whose details are set out in the Order;
Documentation: means any descriptions, instructions, manuals, literature, technical details or other
related materials supplied in connection with the Goods;
Force Majeure: means an event or sequence of events beyond a party's reasonable control preventing
or delaying it from performing its obligations under the Contract including, but not limited to, acts of God,
fire, flood, lightning, earthquake or other natural disaster, epidemic, pandemic, plague, war, threat of war
riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or
telecommunications service, or material required for performance of the Contract, strike, lockout or
boycott or other industrial action including those involving CTS’s or its suppliers’ workforce, but excluding
the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
Goods: means the goods, namely personalised and/or embroidered workwear and corporate uniforms,
and other physical material set out in the Order or understood by the parties to be included in the Goods
and to be supplied by CTS to the Customer in accordance with the Contract;
Intellectual Property Rights: means copyright, patents, know-how, trade secrets, trade marks, trade
names, design rights, rights in get-up, rights in software, rights in goodwill, rights in Confidential
Information, rights to invention, rights to sue for passing off, domain names and all other intellectual
property rights and similar rights and, in each case:
(a) whether registered or not
(b) including any applications to protect or register such rights
(c) including all renewals and extensions of such rights or applications
(d) whether vested, contingent or future
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(e) to which the relevant party is or may be entitled, and
(f) in whichever part of the world existing;
Location: means the address or addresses for delivery of the Goods as set out in the Order;
Modern Slavery Policy: means CTS’s anti-slavery and human trafficking policy in force and notified to
the Customer from time to time;
Order: means an order for the Goods from CTS placed by the Customer, inclusive of the type of Goods
requested and any bespoke details for the order (including, but not limited to, logos), either
electronically, by email or by telephone;
Specification: means the description or Documentation provided for the Goods and their packaging set
out or referred to in the Contract;
VAT: means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax
applying to the sale of the Goods; and
1.2 In these Conditions, unless the context requires otherwise:
1.2.1 a reference to the Contract includes these Conditions and the Order;
1.2.2 any clause or other headings in these Conditions is included for convenience only and shall have no effect
on the interpretation of the Conditions;
1.2.3 a reference to a party includes that party’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case
whether or not having separate legal personality) and that person’s personal representatives, successors and
permitted assigns;
1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and
however incorporated or established;
1.2.6 words in the singular include the plural and vice versa;
1.2.7 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions
shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or
description preceding those words;
1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and
non-transitory form (including via email);
1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or
consolidated from time to time except to the extent that any such amendment, extension or re-enactment would
increase or alter the liability of a party under the Contract; and
1.2.10 a reference to legislation includes all subordinate legislation made from time to time under that
legislation.
2. APPLICATION OF THESE CONDITIONS
2.1 CTS supplies Goods to businesses within the United Kingdom. The Customer is based in the United
Kingdom and wishes to purchase the Goods from CTS for delivery within the United Kingdom.
2.2 These Conditions apply to and form part of the Contract between CTS and the Customer for the purchase
of Goods. They supersede any previously issued terms and conditions of purchase or supply.
2.3 These Conditions may be updated and amended from time to time by CTS. The applicable Conditions will
be the Conditions in place at the time the Customer makes an Order.
2.4 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions,
order, confirmation of order, specification or other document shall form part of the Contract except to the extent
that CTS otherwise agrees.
2.5 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly
agreed in writing and executed by a duly authorised signatory on behalf of each of CTS and the Customer
respectively.
3. MAKING AN ORDER WITH CTS
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3.1 Each Order by the Customer to CTS shall be an offer to purchase the Goods subject to the Contract
including these Conditions.
3.2 CTS may accept or reject an Order at its discretion. Unless otherwise agreed by the parties in writing, an
Order shall not be accepted, and no binding obligation to supply any Goods shall arise, unless and until CTS has
provided the Customer with an order confirmation.
3.3 If CTS is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable. If an
Order is rejected CTS may, but is under no obligation to, provide an explanation for such rejection. Possible
reasons for rejection include, but are not limited to, the rejection of time frames and quantities of materials
sourced from CTS’s suppliers necessary to provide the Goods.
3.4 Marketing and other promotional material relating to the Goods are illustrative only and do not form part
of the Contract.
3.5 CTS may provide the Customer with a likely delivery date at the time of the order confirmation, at its
discretion. CTS is unable to accept any Order which is conditional to any specific delivery dates and/or times
being met. Where such conditions are included within an Order, acceptance of an Order shall not constitute an
acceptance by CTS of the conditional dates and/or times stated in the Order, unless specifically stated by CTS in
writing.
3.6 The Customer shall not be entitled to cancel an Order once it has been accepted by CTS.
4. PRICING OF THE GOODS T&CS FOR OFFSHORE ORDER
If you're looking to place an offshore order with CTS uk ltd, there are a few things you should be aware
of before we proceed. Here are the terms and conditions of our offshore orders:
5. PAYMENT TERMS FOR OFFSHORE ORDER:
We reserve the right to charge a deposit payment to secure the order, where possible this will be
mirrored to the deposit required with the offshore supplier. Bank fees and charges will be the
responsibility of the payer throughout the process. Balance payment terms will vary dependant on the
payment terms with the offshore supplier, but we will where possible adhere to our normal Ts & Cs.
6. SHIPPING TERMS FOR OFFSHORE ORDER:
Shipping costs for offshore orders will be calculated based on the weight and dimensions of the items, as
well as the destination address. Please note that we only ship via registered airmail, or sea freight, and
tracking information will be provided once the package has been shipped. Delivery times for offshore
orders can vary depending on the destination, but these will be communicated with you throughout the
process.
7. CUSTOMS AND DUTIES FOR OFFSHORE ORDERS
Please note that all offshore orders may be subject to customs and duties. These will be the responsibility
of CTS uk and our price quoted will be inclusive of all charges.
8. RETURN POLICY FOR OFFSHORE ORDERS:
We do not accept returns for bespoke offshore orders. A distinction will be made at the order placing
stage as to whether the order is classified as bespoke. Returns for non-bespoke items may be returned
within 30 days of delivery, provided the return is approved by CTS. Please note that the customer is
responsible for the cost of return shipping, and the item must be in its original condition with all tags and
packaging intact. We reserve the right to charge a restocking fee of up to 25% on all returns.
9. WARRANTY FOR OFFSHORE ORDERS:
Warranty can be requested at an additional cost, please speak to your CTS representative for pricing
options.
10. LIABILITY FOR OFFSHORE ORDERS:
We are not liable for any damages or losses incurred during shipping or delivery. Please note that we take
great care in packaging and shipping our products, but sometimes accidents can happen beyond our
control.
11. SIGNOFF FOR OFFSHORE ORDERS:
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All items ordered will require signoff from the buyer. For the avoidance of doubt, signoff will be defined as
and constitute the receipt of an approved purchase order form (and number) plus official approval of the
pre-production sample. Orders will not be onward sent until both are received. Any delay in this process
will likely need for the timetable to be revised for which CTS will not be held responsible. Any delays in
the timetable will be communicated with the buyer throughout the process.
12. CANCELLATION FOR OFFSHORE ORDERS:
Once an order is placed and approved, unfortunately we cannot expect cancellations. Any refunds will
only be given at the absolute discretion of the directors.
13. DISPUTE RESOLUTION FOR OFFSHORE ORDERS:
In the event of a dispute, we will work with you to resolve the issue as quickly and as possible. Please
note that any disputes must be raised within 30 days of delivery.
BY PLACING AN OFFSHORE ORDER WITH CTS UK, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS
AND CONDITIONS. PLEASE NOTE THAT THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND IT IS
YOUR RESPONSIBILITY TO REVIEW THEM REGULARLY.
14. PRICING OF THE GOODS
14.1 The price for the Goods shall be calculated in accordance with CTS’s scale of charges in force from time
to time or as advised by CTS from time to time before the date the Order is placed (the Price).
14.2 The Prices are exclusive of:
14.2.1 VAT (or equivalent sales tax);
14.2.2 import and/or export charges; and
14.2.3 carriage and delivery charges,
which shall, unless otherwise agreed in writing between the parties, be charged in addition at CTS’s
standard rates from time to time.
14.3 The Customer shall pay any applicable VAT to CTS on receipt of a valid VAT invoice.
14.4 CTS may increase the Prices with immediate effect by written notice to the Customer where there is an
increase in the direct cost to CTS of supplying the relevant Goods which exceeds 5% and which is due to any
factor beyond the control of CTS.
15. MAKING PAYMENT FOR THE GOODS
15.1 CTS shall invoice the Customer for the Goods, partially or in full, at any time following acceptance of the
Order.
15.2 Unless otherwise agreed between the parties in writing or as otherwise specified on the invoice, the
Customer shall pay all invoices:
15.2.1 in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; and
15.2.2 to the bank account nominated by CTS.
15.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the
due date:
15.3.1 CTS may, without limiting its other rights, charge interest on such sums at 4% a year above the base
rate of the Bank of England from time to time in force, and
15.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in
full, whether before or after judgment.
16. DELIVERY OF THE GOODS
16.1 The Goods shall be delivered by CTS, or its nominated carrier, to the Location on the date(s) specified in
the Order.
16.2 The Goods shall be deemed delivered on arrival only of the Goods at the Location by CTS or its
nominated carrier (as the case may be).
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16.3 The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment shall not
entitle the Customer to cancel any other instalment.
16.4 Delivery of the Goods shall be accompanied by a delivery note stating:
16.4.1 the date of the Order;
16.4.2 the Customer Order reference;
16.4.3 the product numbers, type and quantity of the Goods in the consignment; and
16.4.4 any special handling instructions.
16.5 Time of delivery is not of the essence. CTS shall use its reasonable endeavours to meet delivery dates
but such dates are indicative only.
16.6 CTS shall not be liable for any delay in or failure of delivery caused by:
16.6.1 the Customer’s failure to make the Location available;
16.6.2 the Customer’s failure to prepare the Location;
16.6.3 the Customer’s failure to provide CTS with adequate instructions for delivery or otherwise relating to the
Goods;
16.6.4 Force Majeure.
16.7 If the Customer fails to accept delivery of the Goods CTS shall store and insure the Goods pending
delivery, and the Customer shall pay all costs and expenses incurred by CTS in doing so.
16.8 If 10 Business Days following the due date for delivery or collection of the Goods, the Customer has not
taken delivery of or collected them, CTS may resell or otherwise dispose of the Goods without any obligation or
liability to the Customer, except as provided for in clauses 16.8.1 and 16.8.2. CTS shall:
16.8.1 deduct all storage charges at CTS’s then-applicable rates and reasonable costs of resale; and
16.8.2 account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall
of the resale price below, the Price paid by the Customer for the Goods.
16.9 Risk in the Goods shall pass to the Customer on delivery.
17. TITLE TO THE GOODS
17.1 Title to the Goods shall pass to the Customer once CTS has received payment in full and cleared funds for
the Goods and for all other amounts owing by the Customer to CTS from time to time.
17.2 Until title to the Goods has passed to the Customer, the Customer shall:
17.2.1 hold the Goods as bailee for CTS;
17.2.2 store the Goods separately from all other material in the Customer’s possession;
17.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
17.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an
amount at least equal to their Price (iv) noting CTS’s interest on the policy;
17.2.5 ensure that the Goods are clearly identifiable as belonging to CTS;
17.2.6 not remove or alter any mark on or packaging of the Goods;
17.2.7 inform CTS immediately if it becomes subject to any of the events or circumstances set out in clauses
24.1.1 to 24.1.4.3; and
17.2.8 on reasonable notice permit CTS to inspect the Goods during the Customer’s normal business hours and
provide CTS with such information concerning the Goods as CTS may request from time to time.
17.3 If, at any time before title to the Goods has passed to the Customer, the Customer informs CTS, or CTS
reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses
24.1.1 to 24.1.4.3 CTS may:
17.3.1 require the Customer at the Customer’s expense to re-deliver the Goods to CTS; and
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17.3.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess
them.
18. WARRANTY
18.1 CTS warrants that the Goods shall,
18.1.1 conform in all material respects to the Order and the Specification; and
18.1.2 be free from material defects in design, material and workmanship.
18.2 The Customer warrants that it has provided CTS in writing with all relevant, full and accurate information
as to the Customer’s business and needs, including the correct spelling and sizes for the Goods, where
applicable.
18.3 As the Customer’s sole and exclusive remedy, CTS shall, at its option, repair, replace, or refund the Price
of any of the Goods that do not comply with clause 18.1 provided that the Customer:
18.3.1 serves a written notice on CTS
18.3.2 provides CTS with sufficient information as to the nature and extent of the defects and the uses to which
the Goods had been put prior to the defect arising;
18.3.3 gives CTS a reasonable opportunity to examine the defective Goods; and
18.3.4 returns the defective Goods to CTS at the Customer’s expense.
18.4 The provisions of these Conditions, including the warranties set out in clause 18.1, 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.
18.5 CTS shall not be liable for any failure of the Goods to comply with clause 18.1,:
18.5.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to
arise in the normal course of use of the Goods;
18.5.2 to the extent caused by the Customer’s failure to comply with CTS’s instructions in relation to the Goods,
including any instructions on installation, operation, storage or maintenance;
18.5.3 to the extent caused by CTS following any specification, instruction or requirement of or given by the
Customer in relation to the Goods;
18.5.4 where the Customer modifies any Goods without CTS’s prior consent or, having received such consent,
not in accordance with CTS’s instructions; or
18.5.5 where the Customer uses any of the Goods after notifying CTS that they do not comply with clause 18.1.
18.6 Except as set out in this clause 18:
18.6.1 CTS gives no warranties and makes no representations in relation to the Goods; and
18.6.2 shall have no liability for their failure to comply with the warranty in clause 18.1
and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of
Goods Act 1979), whether express or implied by statute, common law or otherwise are
excluded to the extent permitted by law.
19. ANTI-BRIBERY COMPLIANCE
19.1 For the purposes of this clause 19 the expressions ‘adequate procedures’ and ‘associated with’ shall
be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
19.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate
procedures to prevent bribery and ensure that all of its personnel; all others associated with it; and all of its
subcontractors; involved in performing the Contract so comply.
19.3 Without limitation to clause 19.2, neither party shall make or receive any bribe (which term shall be
construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such
bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or
elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or improper
payments or advantages are not made or received directly or indirectly on its behalf.
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19.4 The Customer shall immediately notify CTS as soon as it becomes aware of a breach or possible breach
by the Customer of any of the requirements in this clause 19.
19.5 Any breach of this clause 19 by the Customer shall be deemed a material breach of the Contract that is
not remediable and shall entitle CTS to immediately terminate the Contract by notice under clause 24.1.1.
20. ANTI-SLAVERY COMPLIANCE
20.1 CTS shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
20.2 The Customer undertakes, warrants and represents that:
20.2.1 neither the Customer nor any of its officers, employees, agents or subcontractors has:
20.2.1.1 committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
20.2.1.2 been notified that it is subject to an investigation relating to an alleged MSA
Offence or prosecution under the Modern Slavery Act 2015; or
20.2.1.3 is aware of any circumstances within its supply chain that could give rise to an
investigation relating to an alleged MSA Offence or prosecution under the Modern
Slavery Act 2015;
20.2.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
20.2.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and
the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or
subcontractors, which will be made available to CTS on request at any time throughout the Contract;
20.3 The Customer shall notify CTS immediately in writing if it becomes aware or has reason to believe that it,
or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the
Customer’s obligations under clause 20.2. Such notice to set out full details of the circumstances concerning the
breach or potential breach of the Customer’s obligations.
20.4 Any breach of clause 20.2 by the Customer shall be deemed a material breach of the Contract and shall
entitle CTS to terminate the Contract with immediate effect.
21. LIMITATION OF LIABILITY
21.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such
liability arises in tort, contract or in any other way and whether or not caused by negligence or
misrepresentation) shall be as set out in this clause 21.
21.2 Subject to clause 21.3, CTS’s total liability to the Customer shall not exceed the sum of the invoice
payable to the Customer, for the accepted Order to which the liability arises. Subject to clause 21.3, CTS shall not
be liable for consequential, indirect or special losses or for any loss of profit or loss to reputation or loss of
goodwill.
21.3 Notwithstanding any other provision of the Contract, the liability of CTS shall not be limited in any way in
respect of the following:
21.3.1 death or personal injury caused by negligence;
21.3.2 fraud or fraudulent misrepresentation;
21.3.3 any other losses which cannot be excluded or limited by Applicable Law.
22. CONFIDENTIALITY AND ANNOUNCEMENTS
22.1 The Customer shall keep confidential all Confidential Information of CTS and shall only use the same as
required to perform the Contract. The provisions of this clause shall not apply to:
22.1.1 any information which was in the public domain at the date of the Contract;
22.1.2 any information which comes into the public domain subsequently other than as a consequence of any
breach of the Contract or any related agreement;
22.1.3 any information which is independently developed by the Customer without using information supplied by
CTS ; or
22.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
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22.2 This clause 22 shall remain in force in perpetuity.
22.3 The Customer shall not make any public announcement or disclose any information regarding the
Contract, except to the extent required by law or regulatory authority.
23. FORCE MAJEURE
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or
failures in performance of the Contract which result from Force Majeure. The party subject to the Force
Majeure event shall promptly notify the other party in writing when such the event causes a delay or
failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous
period of more than 30 days, either party may terminate the Contract by written notice to the other
party.
24. TERMINATION
24.1 CTS may terminate the Contract at any time by giving notice in writing to the Customer if:
24.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
24.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 Business Days
of receiving written notice of such breach;
24.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount
remains unpaid 30 days after the date that CTS has given notification to the Customer that the payment is
overdue; or
24.1.4 the Customer:
24.1.4.1 stops carrying on all or a significant part of its business, or indicates in any way
that it intends to do so; or
24.1.4.2 becomes subject to any event of insolvency in any jurisdiction in which it
operates; or
24.1.4.3 undergoes a change of control.
24.2 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of CTS at any time
up to the date of termination.
25. NOTICES
25.1 Any notice given by a party under these Conditions shall:
25.1.1 be in writing and in English;
25.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
25.1.3 be sent to the relevant party at the address set out in the Contract.
25.2 Notices may be given, and are deemed received:
25.2.1 by hand: on receipt of a signature at the time of delivery;
25.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
25.2.3 by email provided confirmation is sent by first class post on receipt of a read receipt email from the
correct address.
25.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party
in accordance with clause 25.1 and shall be effective:
25.3.1 on the date specified in the notice as being the date of such change; or
25.3.2 if no date is so specified, 10 Business Days after the notice is deemed to be received.
25.4 This clause 25 does not apply to notices given in legal proceedings or arbitration.
26. CUMULATIVE REMEDIES
The rights and remedies provided in the Contract for CTS only are cumulative and not exclusive of any
rights and remedies provided by law.
PAGE 8 ISSUE 2 OCTOBER 2023
27. ENTIRE AGREEMENT
The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire
agreement between them and supersedes all previous agreements, understandings and arrangements
between them, whether in writing or oral in respect of its subject matter.
28. VARIATION AND ASSIGNMENT
28.1 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and
these Conditions and is duly signed or executed by, or on behalf of, each party.
28.2 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in
whole or in part, without CTS’s prior written consent, such consent not to be unreasonably withheld or delayed.
29. SET-OFF
CTS shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to
the Customer under the Contract or under any other contract which CTS has with the Customer. The
Customer shall pay all sums that it owes to CTS under the Contract without any set-off, counterclaim,
deduction or withholding of any kind, save as may be required by law.
30. NO PARTNERSHIP OR AGENCY
The parties are independent persons and are not partners, principal and agent or employer and employee
and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them,
other than the contractual relationship expressly provided for in it. None of the parties shall have, nor
shall represent that they have, any authority to make any commitments on the other party’s behalf.
31. EQUITABLE RELIEF
The Customer recognises that any breach or threatened breach of the Contract may cause CTS
irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any
other remedies and damages available to CTS, the Customer acknowledges and agrees that CTS is
entitled to the remedies of specific performance, injunction and other equitable relief without proof of
special damages.
32. SEVERANCE
32.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable,
the legality, validity and enforceability of any other provision of the Contract shall not be affected.
32.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable
but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or
part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to
make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall
negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
33. WAIVER
33.1 No failure, delay or omission by CTS in exercising any right, power or remedy provided by law or under
the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future
exercise of that or any other right, power or remedy.
33.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by CTS
shall prevent any future exercise of it or the exercise of any other right, power or remedy by CTS.
34. COMPLIANCE WITH LAW
The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all
other approvals, permits and authorities as are required from time to time to perform its obligations
under or in connection with the Contract.
35. CONFLICTS WITHIN CONTRACT
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules,
appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the
conflict.
36. COSTS AND EXPENSES
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The Customer shall pay its own costs and expenses incurred in connection with the negotiation,
preparation, signature and performance of the Contract (and any documents referred to in it).
37. THIRD PARTY RIGHTS
Except as expressly provided for in clause 38, a person who is not a party to the Contract shall not have
any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the
Contract.
38. GOVERNING LAW AND JURISDICTION
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or
formation (including non-contractual disputes or claims) shall be governed by, and construed in
accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to
settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or
formation (including non-contractual disputes or claims).