Terms & Conditions

INTERPRETATION
Definitions. In these Conditions, the following definitions apply:
Acceptance: has the meaning given to it in clause 4.3.
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer to CSL for the Goods and Services as detailed in the Purchase Order.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.7.
Contract: the contract between CSL and the Customer for the supply of Goods and Services in accordance with the Conditions and the Purchase Order.
CSL: means Charlotte Stiffell Limited, a private company limited by shares registered in England and Wales with company number 07491777 and registered office located at 16 Beaufort Court, Admirals Way, Dockland, London, E14 9XL, UK.
Customer: the person or firm purchasing the Goods and Services from CSL as set out in the Purchase Order.
Delivery Location: has the meaning set out in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 15.1.
Goods: the goods (or any part of them) set out in the Purchase Order.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Purchase Order/Sales order: the Customer’s order for the supply of Goods and Services.
Services: the services supplied by CSL to the Customer as set out in the Purchase Order.
Service Package: the package chosen by the customer relating to their order
Specification: the specification for the Goods as set out in the Purchase Order.
Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes.

BASIS OF CONTRACT
The Purchase Order constitutes an offer by the Customer to purchase the Goods and the Services in accordance with these Conditions.

The Purchase Order will only be deemed to be accepted when CSL issues written acceptance of the Purchase Order at which point and on which date the Contract will come into existence (Commencement Date).

The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of CSL which is not set out in the Contract.

Any samples, illustrations, drawings, descriptive matter, including colour schemes, or advertising issued by CSL and any descriptions or graphical representations of the Goods or descriptions of the Services contained in CSL’s catalogues, presentations or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and the Services described. They will not form part of the Contract or have any contractual force.

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Any quotation given by CSL will not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

All of these Conditions will apply to the supply of both Goods and Services except where application to one or the other is specified.

GOODS
The Goods are as described in the Specification.
To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer will indemnify CSL against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by CSL in connection with any claim made against CSL for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with CSL’s use of the Specification. This clause 3.2 will survive termination of the Contract.

CSL reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

DELIVERY AND ACCEPTANCE OF GOODS
CSL will use reasonable endeavours to ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, relevant Customer and CSL reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), garment care tickets to include special storage or cleaning instructions (if any) and, if the Purchase Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 if CSL requires the Customer to return any packaging material to CSL, that fact is clearly stated on the delivery note. The Customer will make any such packaging materials available for collection at such times as CSL will reasonably request. Returns of packaging materials will be at CSL’s expense.
CSL will deliver the Goods to the location set out in the Purchase Order or such other location as CSL may reasonably determine (Delivery Location). Delivery of the Goods will be completed on the Goods’ arrival at the Delivery Location

By placing the Purchase Order, the Customer acknowledges that the design and manufacture of the Goods and the extent to which such Goods conform to the Specification are matters that require subjective determination and accepts that the determination of CSL on such matters, acting in its sole discretion, will be final and binding on the parties for all purposes. The Customer will inspect the Goods and allocate them to the relevant employees, agents, consultants or subcontractors of the Customer upon delivery. The wearing of any Goods by any such employees, agents, consultants or subcontractors of the Customer for any part of a Business Day will constitute acceptance by such employees, agents, consultants or subcontractors and the Customer for all purposes (Acceptance).

The Customer hereby warrants that any such Acceptance by the Customer’s employees, agents, consultants and subcontractors will at all times be binding on the Customer and that CSL is entitled to rely on same. All alterations to any Goods subsequent to delivery, whether such alterations are required to ensure that they fit any particular individual or to ensure that the Goods conform to the Specification, will, if considered necessary or appropriate by CSL, be carried out on a time and materials basis at the then current charges of CSL from time to time. The determination of the question as to whether any such alterations are necessary or appropriate will be that of CSL who will act as an expert and not an arbitrator and whose decision on any such matter will be final and binding for all purposes.

Any dates quoted for delivery of the Goods in the Purchase Order are approximate only, and the time of delivery is not of the essence. CSL will not be liable for any delay in delivery of the Goods for any reason, including for a delay that is caused by a Force Majeure Event or the Customer’s failure to provide CSL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If CSL fails to deliver the Goods, its liability will be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

If the Customer fails to accept or take delivery of the Goods within 3 Business Days of CSL notifying the Customer that the Goods are ready for delivery, then:
4.7.1 delivery of the Goods will be deemed to have been completed at 9.00 am on the 4th Business Day following the day on which CSL notified the Customer that the Goods were ready; and
4.7.2 CSL will store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

If the Customer has not accepted or taken delivery of the Goods within 4 Business Days of CSL notifying the Customer that the Goods were ready for delivery, CSL may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs or charge the Customer for any shortfall below the price of the Goods.

The Customer will not be entitled to reject the Goods if CSL delivers more or less than the quantity of Goods ordered, but a pro-rata adjustment will be made to the Purchase Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

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

QUALITY OF GOODS
CSL warrants that on delivery, and for a period of 30 days from the date of delivery (Warranty Period), the Goods will:
5.1.1 substantially conform with any fabric test report agreed to be required at the time in which the Purchase Order is placed (which can be made available to the Customer provided that it is specifically requested by the Customer prior to production of the Goods);
5.1.2 be free from substantial defects in material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
It is accepted that the production of bulk volumes of the Goods will necessarily involve some variation in the certain aspects of the quality, attributes and conditions of the Goods. The Customer accepts such variations and will not be entitled to reject any Goods or seek compensation as a result of such variation. The existence of such variations will not render the Goods of unsatisfactory quality nor constitute a breach of any warranty by CSL. The necessity for any alteration referred to in clause 4.4 above will not render the Goods of unsatisfactory quality nor constitute a breach of any provision of the Contract.
Subject to clause 5.4, if:
5.3.1 the Customer gives notice in writing 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 5.1;
5.3.2 CSL is given a reasonable opportunity of examining such Goods; and
5.3.3 the Customer (if asked to do so by CSL) returns such Goods to CSL’s place of business at the Customer’s cost,
then CSL will, at its sole option, repair or replace the defective Goods, or refund the price of the defective Goods in full, and CSL will have no further liability in this regard.
CSL will not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
5.4.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
5.4.2 the defect arises because the Customer, its employees, agents, consultants or contractors failed to follow CSL’s instructions as detailed on the garment care tickets or any other instructions as to the storage, cleaning, use or maintenance of the Goods or (if there are none) good trade practice;
5.4.3 the defect arises as a result of CSL following any drawing, design or Specification, including measurements or colour schemes, either previously supplied or accepted by the Customer;
5.4.4 the Customer alters or repairs such Goods, or suffers or permits such alteration or repair, without the written consent of CSL;
5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
5.4.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
5.4.7 the Customer applies, or suffers or permits the application of, any cleaning or other process to the Goods unless such process is under the supervision and control of CSL.
Except as provided in this clause 5, CSL will have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
The terms of these Conditions will apply to any repaired or replacement Goods supplied by CSL under clause 5.2.

TITLE AND RISK
The risk in the Goods will pass to the Customer on delivery of such Goods.

Title to the Goods will not pass to the Customer until CSL has received payment in full (in cash or cleared funds) for:

the Goods; and
6.2.2 any other goods that CSL has supplied to the Customer in respect of which payment has become due.

6.3 Until title to the Goods has passed to the Customer, the Customer will hold the Goods on a fiduciary basis as CSL’s bailee.

SUPPLY OF SERVICES
CSL will have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and CSL will notify the Customer in any such event.

CSL warrants to the Customer that the Services will be provided using reasonable care and skill.

CUSTOMER’S OBLIGATIONS
The Customer will:
8.1.1 ensure that the terms of the Purchase Order are complete and accurate;
8.1.2 co-operate with CSL in all matters relating to the Goods and Services;
8.1.3 provide CSL, its employees, agents, consultants and subcontractors, with access to the Customer’s premises or offices and other facilities as reasonably required by CSL to provide the Services including but not limited to making its employees, agents, consultants and subcontractors available for any measurements and/or fittings required to supply the Goods;
8.1.4 provide CSL with such information and materials as CSL may reasonably require to supply the Goods and Services, and ensure that such information is accurate in all material respects;
8.1.5 where appropriate, prepare the Customer’s premises for the supply of the Goods and Services; and
8.1.6 to comply with CSL’s requirements relating to the Service Package
If CSL’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1 CSL will without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays CSL’s performance of any of its obligations;
8.2.2 CSL will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from CSL’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3 the Customer will reimburse CSL on written demand for any costs or losses sustained or incurred by CSL arising directly or indirectly from the Customer Default.

CHARGES AND PAYMENT
The Charges for the Goods and the Services will be those set out in the Purchase Order. CSL may request and the Customer will pay a deposit with any Purchase Order and any such deposit will be non-refundable for any reason.

CSL reserves the right to:
increase the Charges by giving notice to the Customer at any time before delivery of the Goods or Services, to reflect any increase in the cost of the Goods or Services to CSL that is due to:
9.2.1.1 any factor beyond the control of CSL (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.2.1.2 any request by the Customer to change the delivery date(s), quantities or types of Goods, the Specification or the Services; or
9.2.1.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give CSL adequate or accurate information or instructions in respect of the Goods.
CSL will invoice the Customer on or at any time after completion of delivery of the Goods for any part of the Charges for which payment remains outstanding.
The Customer will pay each invoice submitted by CSL:
within 30 days of the date of the invoice (unless a separate agreement is in place); and
9.5.2 in full and in cleared funds to a bank account nominated in writing by CSL, and
time for payment will be of the essence of the Contract.

All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by CSL to the Customer, the Customer will, on receipt of a valid VAT invoice from CSL, pay to CSL such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services at the same time as payment is due for the supply of such Goods or Services.

Without limiting any other right or remedy of CSL, if the Customer fails to make any payment due to CSL under the Contract by the due date for payment (Due Date), CSL will have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current The Bank of England’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

The Customer will pay all amounts due under the Contract in full without any deduction or withholding and the Customer will not be entitled to assert any credit, set-off or counterclaim against CSL to justify withholding payment of any such amount in whole or in part. CSL may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by CSL to the Customer.

INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in, relating to or arising out of or in connection with the Goods and Services, including but not limited to their design and manufacture, will be owned by CSL. The Customer will not be entitled to manufacture or procure the manufacture of any goods that are the same as or substantially similar to the Goods, or which utilise, in whole or in part, any such Intellectual Property Rights without the prior written consent of CSL.

The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on CSL obtaining a written licence from the relevant licensor on such terms as will entitle CSL to license such rights to the Customer.

CONFIDENTIALITY
A party (Receiving Party) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party will restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and will ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 will survive termination of the Contract.

LIMITATION OF LIABILITY
Nothing in these Conditions will limit or exclude CSL’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
12.1.5 defective products under the Consumer Protection Act 1987.
Subject to clause 12.1:
12.2.1 CSL will under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 CSL’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed 50% of the Charges actually received by CSL under the Contract.

The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

This clause 12 will survive termination of the Contract.

TERMINATION
Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
13.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
13.1.4 a petition is filed, a notice is given, a resolution is passed, or an Purchase Order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
13.1.5 the other party (being an individual) is the subject of a bankruptcy petition or Purchase Order;
13.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
13.1.7 an application is made to court, or an Purchase Order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
13.1.8 a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
13.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.1 to clause 13.1.9 (inclusive);
13.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
13.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

Without limiting its other rights or remedies, CSL may terminate the Contract:
13.2.1 by giving the Customer one months’ written notice; or

13.2.2 with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

Without limiting its other rights or remedies, CSL will have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and CSL if:
13.3.1 the Customer fails to make pay any amount due under this Contract on the due date for payment; or
13.3.2 the Customer becomes subject to any of the events listed in clause 13.1.1 to clause 13.1.9 (inclusive) or CSL reasonably believes that the Customer is about to become subject to any of them; or
13.3.3 the Customer fails to pay any amount due under this Contract on the due date for payment.

CONSEQUENCES OF TERMINATION
14.1 On termination of the Contract for any reason:
14.1.1 the Customer will immediately pay to CSL all of CSL’s outstanding unpaid invoices and interest and, in respect of the Goods and Services supplied but for which no invoice has yet been submitted, CSL will submit an invoice, which will be payable by the Customer immediately on receipt;
14.1.2 the Customer will return all of Goods which have not been fully paid for. If the Customer fails to do so, then CSL may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
14.1.3 the accrued rights and remedies of the parties as at termination will not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
14.1.4 clauses which expressly or by implication have effect after termination will continue in full force and effect.

FORCE MAJEURE
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of CSL including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

CSL will not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

If the Force Majeure Event prevents CSL from providing any of the Services and the Goods for more than 12 weeks, CSL will, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

GENERAL
Assignment and Subcontracting.
16.1.1 CSL may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
16.1.2 The Customer will not, without the prior written consent of CSL, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

Notices.
16.2.1 Any notice or other communication required to be given to a party under or in connection with this Contract will be in writing and will be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
16.2.2 Any notice or other communication will be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
16.2.3 This clause 16.2 will not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” will not include e-mails and for the avoidance of doubt notice given under this Contract will not be validly served if sent by e-mail.

Waiver and Cumulative Remedies.
16.3.1 A waiver of any right under the Contract is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
16.3.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.

Severance.
16.4.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract will not be affected.
16.4.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

No Partnership.

Nothing in the Contract is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.

Third Parties.

A person who is not a party to the Contract will not have any rights under or in connection with it.
Variation.
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract will only be binding when agreed in writing and signed by CSL.
Governing Law and Jurisdiction.
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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